UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

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

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 

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 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).

1          Excludes 555,000 shares of Company Common Stock indirectly owned by Mr. Wu through Orient Blossom Investments Limited, 2,030,000 shares of Company Common Stock beneficially owned by Prosper Sino Development Limited, and 9,313,265 shares of Company Common Stock beneficially owned by MSPEA.

2          Percentage calculated based on 57,870,438 shares outstanding on an as-converted basis as of March 6, 2014, as set forth in the Issuer’s Form 10-K dated March 17, 2014.

1          Excludes 555,000 shares of Company Common Stock indirectly owned by Mr. Wu through Orient Blossom Investments Limited, 2,030,000 shares of Company Common Stock beneficially owned by Prosper Sino Development Limited, and 9,313,265 shares of Company Common Stock beneficially owned by MSPEA.

2          Percentage calculated based on 57,870,438 shares outstanding on an as-converted basis as of March 6, 2014, as set forth in the Issuer’s Form 10-K dated March 17, 2014.

1          600,000 shares of Company Common Stock held in trust by Prosper Sino Development Limited for the benefit of family members of Mr. Wu, and 555,000 held indirectly by Mr. Wu through Orient Blossom Investments Limited.

2          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 9,313,265 shares of Company Common Stock beneficially owned by MSPEA.

3          Percentage calculated based on 57,870,438 shares outstanding on an as-converted basis as of March 6, 2014, as set forth in the Issuer’s Form 10-K dated March 17, 2014.

1.          Excludes 7,657,704 shares of Company Common Stock beneficially owned by Full Alliance and Ms. Zhong, 2,030,000 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 9,313,265 shares of Company Common Stock beneficially owned by MSPEA.

2          Percentage calculated based on 57,870,438 shares outstanding on an as-converted basis as of March 6, 2014, as set forth in the Issuer’s Form 10-K dated March 17, 2014.

This amendment No. 8 (“Amendment No. 8”) 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. 8 is being filed jointly by Full Alliance International Limited (“Full Alliance”), Zhong Xingmei (“Ms. Zhong”), Wu Zishen (“Mr. Wu”) and Orient Blossom Investments Limited (“Orient Blossom,” together with Full Alliance, Ms. Zhong and Mr. Wu, 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, amendment No. 4 to the Schedule 13D filed on October 15, 2013, amendment No. 5 to the Schedule 13D filed on November 13, 2013, amendment No. 6 to the Schedule 13D filed on November 25, 2013 and amendment No. 7 to the Schedule 13D filed on March 26, 2014, the “Schedule 13D”). Except as provided herein, this Amendment No. 8 does not modify any of the information previously reported on the Schedule 13D.

The Reporting Persons anticipate that an additional US$15.7 million will be required to fund the additional merger consideration as described in Item 4 below.  The increased financing for the merger in connection with the increase in per share merger consideration will be funded by proceeds under the facility made available by CDB pursuant to the Facility Agreement.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On April 9, 2014, the Company entered into an Amendment No. 1 to the Agreement and Plan of Merger (the “Merger Agreement Amendment No. 1”) with Full Alliance, Parent and Merger Sub. Pursuant to the Merger Agreement Amendment No. 1, (i) the Merger Consideration was increased from $6.69 to $7.00, (ii) the maximum amount of Company Expense (as defined in the Merger Agreement) was increased from US$2,000,000 to US$3,000,000, (iii) the definition of the Requisite Company Vote was amended so that instead of requiring, among other things, a majority of shares of Company Common Stock outstanding to vote in favor of approving the Merger Agreement, shares of Company Common Stock that are present in person or by proxy and voting for or against approval of the Merger Agreement shall be required for the approval of the Merger Agreement, and (iv) the Termination Date (as defined in the Merger Agreement) was extended from June 23, 2014 to September 22, 2014. This summary of the Merger Agreement Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement Amendment No. 1, which is attached hereto as Exhibit 7.15 and incorporated by reference in its entirety into this Item 4.

In connection with the Merger Agreement Amendment No. 1, Mr. Wu, Ms. Zhong, Full Alliance, MSPEA and Lead Rich (collectively, the “Investors”) entered into a first amended and restated interim investors agreement (the “First Amended and Restated Interim Investors Agreement”), pursuant to which the Investors, among other things, consented to Full Alliance, Parent and Merger Sub’s entering into the Merger Agreement Amendment No. 1. This summary of the First Amended and Restated Interim Investors Agreement does not purport to be complete and is qualified in its entirety by reference to the First Amended and Restated Interim Investors Agreement, which is attached hereto as Exhibit 7.16 and incorporated by reference in its entirety into this Item 4.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

The descriptions in Item 4 herein of the Merger Agreement Amendment No. 1 and the First Amended and Restated Interim Investors Agreement are incorporated herein by reference.

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: April 10, 2014

[Signature Page to Schedule 13D Amendment]

Execution Version

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of April 9, 2014, among Full Alliance International Limited, a British Virgin Islands company (“Holdco”), Yongye International Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Yongye International Merger Sub Limited, a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Yongye International, Inc., a Nevada corporation (the “Company”). Holdco, Parent, Merger Sub and the Company may hereafter be referred to as a “Party” in their individual capacities and as “Parties” collectively.

WHEREAS, the Parties have entered into that certain Agreement and Plan of Merger, dated as of September 23, 2013 (the “Merger Agreement”), upon the terms and subject to the conditions of which, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a wholly owned subsidiary of Parent as a result of the Merger;

WHEREAS, the Parties desire to amend the Merger Agreement so as to, among other things, (i) increase the Merger Consideration (as defined in the Merger Agreement) from US$6.69 to US$7.10, (ii) increase the maximum amount of the Company Expense (as defined in the Merger Agreement) from US$2,000,000 to US$3,000,000, and (iii) extend the Termination Date (as defined in the Merger Agreement) from June 23, 2014 to September 22, 2014, subject to the other amendments to the Merger Agreement set forth in this Amendment;

WHEREAS, Section 9.10 of the Merger Agreement provides that the Parties may amend the Merger Agreement by action taken by or on behalf of their respective boards of directors by an instrument in writing at any time prior to the Effective Time (as defined in the Merger Agreement);

WHEREAS, the Company Board (as defined in the Merger Agreement), acting upon the unanimous recommendation of the Special Committee (as defined in the Merger Agreement), has (i) determined that it is in the best interest of the Company and its stockholders (other than the Rollover Holders (as defined in the Merger Agreement)), and declared it advisable, to enter into this Amendment, (ii) adopted resolutions approving the execution, delivery and performance by the Company of this Amendment and the consummation of the transactions contemplated by the Merger Agreement, as amended by this Amendment, including the Merger and (iii) resolved to recommend that the Stockholders (as defined in the Merger Agreement) approve the Merger Agreement, as amended by this Amendment, and the Transactions (as defined in the Merger Agreement);

WHEREAS, the board of directors of each of Holdco, Parent and Merger Sub has (i) approved the execution, delivery and performance by Holdco, Parent and Merger Sub, respectively, of this Amendment and the consummation of the transactions contemplated by the Merger Agreement, as amended by this Amendment, and (ii) declared it advisable for Holdco, Parent and Merger Sub, respectively, to enter into this Amendment;

NOW, THEREFORE, the Parties agree to amend the Merger Agreement as follows:

Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Merger Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Merger Agreement shall, from and after the execution of this Amendment, refer to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, (a) references to the date of the Merger Agreement, as amended hereby, shall in all instances continue to refer to September 23, 2013, and references to “the date hereof” and “the date of this Agreement” shall continue to refer to September 23, 2013, and (b) references to the Proxy Statement shall in all instances refer to the proxy statement relating to the approval of the Merger Agreement, as amended by this Amendment, that the Company, with the assistance of Holdco, Parent and Merger Sub, shall prepare and cause to be filed with the SEC after the date of this Amendment.

The reference to “US$6.69” in Section 2.01(a) of the Merger Agreement is hereby amended to be “US$7.10”.

Sub-section (a) of Section 3.04 (Authority Relative to This Agreement; Fairness) is hereby amended and restated in its entirety to read as follows:

“The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to adoption of this Agreement by the Requisite Company Vote, to consummate the Merger. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger have been duly authorized by the Company Board, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the Merger, in each case, subject only to the approval of this Agreement by the (i) affirmative vote of the holders of at least a majority of the issued and outstanding Common Shares and Preferred Shares, voting together as a single class, with the number of votes the holders of Preferred Shares shall be entitled to vote equal to the number of Common Shares into which such Preferred Shares are convertible, as determined in accordance with the articles of incorporation of the Company, (ii) affirmative vote or consent of the holders of at least a majority of the issued and outstanding Preferred Shares and (iii) affirmative vote of the holders of at least a majority of the issued and outstanding Common Shares (other than the Excluded Shares) that are present in person or by proxy and voting for or against approval of the Merger Agreement at the Stockholders’ Meeting (collectively, the “Requisite Company Vote”), all in accordance with the Company’s articles of incorporation and bylaws and the NRS. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Holdco, Parent and Merger Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights, and to general equity principles and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.”

The second sentence in sub-section (a) of Section 3.08 (SEC Filings; Financial Statements) is hereby amended and restated in its entirety to read as follows:

“The Company SEC Reports (i) at the time they were filed, and if amended, as of the date of such amendment, complied as to form in all material respects with the applicable requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that the parties acknowledge that the Company will be filing with the SEC an amendment to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 to include additional disclosure with respect to, among other things, the new manufacturing facility described in the Company’s definitive proxy statement filed with the SEC on January 9, 2014.”

The second sentence in sub-section (b) of Section 4.04 (Financing; Equity Rollover) is hereby amended and restated in its entirety to read as follows:

“Assuming (A) the Financing is funded in accordance with the Financing Commitments, and (B) the satisfaction or waiver of the conditions to the obligation of Holdco, Parent and Merger Sub to consummate the Merger as set forth in Sections 7.01 and 7.02, as of April 9, 2014, the aggregate proceeds contemplated by the Debt Financing and the Equity Financing will be sufficient for Merger Sub and the Surviving Corporation to pay (1) the aggregate Merger Consideration, and (2) fees and expenses incurred by the Company in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby that are outstanding as of the Effective Time.”

The reference to “June 23, 2014” in Section 8.02(a) of the Merger Agreement is hereby amended to be “September 22, 2014”.

Sub-section (c) of Section 8.06 (Fees Following Termination) is hereby amended and restated in its entirety to read as follows:

“If the Company or Parent terminates this Agreement pursuant to Section 8.02(c), Parent will pay, or cause to be paid to the Company, all of the reasonable documented out-of-pocket expenses (including all fees and expenses of counsel, investment bankers, experts and consultants) incurred by the Company in connection with this Agreement or any of the Transactions up to a maximum amount of US$3,000,000 (the “Company Expense”), such payment to be made as promptly as possible (but in any event within two (2) Business Days) following such termination. In the event the Company is obligated to pay the Company Termination Fee pursuant to Section 8.06(a) in connection with a termination of this Agreement pursuant to Section 8.02(c), then concurrently with the payment of the Company Termination Fee the Company shall also pay to Parent the amount of Company Expense previously paid to the Company by Parent pursuant to this Section 8.06(c).”

The Parties agree that all other provisions of the Merger Agreement shall, subject to the amendments in Section 2 of this Amendment, continue unamended, in full force and effect and constitute legal and binding obligations of the Parties. This Amendment forms an integral and inseparable part of the Merger Agreement.

The Company hereby represents and warrants to Holdco, Parent and Merger Sub that (i) it has all requisite corporate power and authority to execute and deliver this Amendment, to perform its obligations hereunder and, subject to adoption of the Merger Agreement, as amended by this Amendment, by the Requisite Company Vote, to consummate the Merger; (ii) the execution, delivery and performance by the Company of this Amendment and the consummation by the Company of the Merger have been duly and validly authorized by the Company Board, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Amendment and consummation by it of the Merger, in each case, subject only to the approval of the Merger Agreement, as amended by this Amendment, by the Requisite Company Vote, all in accordance with the Company’s articles of incorporation and bylaws and the NRS; (iii) this Amendment has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Holdco, Parent and Merger Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (a) as limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights, and to general equity principles and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (iv) none of the requirements or restrictions of any Takeover Statute would apply to prevent the consummation of any of the transactions contemplated by this Amendment or the Merger Agreement, including the Merger, and that the Company Board has adopted such resolutions as are necessary so that the Takeover Statutes are rendered inapplicable to the Merger, any of the other Transactions, this Amendment, the Merger Agreement or any other transaction contemplated by this Amendment or the Merger Agreement.

Holdco, Parent and Merger Sub hereby, jointly and severally, represent and warrant that (i) each of Holdco, Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Amendment, to perform its obligations hereunder and to consummate the Transactions; (ii) the execution, delivery and performance of this Amendment by Holdco, Parent and Merger Sub have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Holdco, Parent or Merger Sub are necessary to authorize this Amendment or to consummate the Transactions (other than the filings, notifications and other obligations and actions described in Section 4.03(b) of the Merger Agreement); and (iii) this Amendment has been duly and validly executed and delivered by Holdco, Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Holdco, Parent and Merger Sub, enforceable against each of Holdco, Parent and Merger Sub in accordance with its terms, except (a) as limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

The provisions of Article IX (Miscellaneous) of the Merger Agreement shall apply mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment.

[Signature Page Follows]

IN WITNESS WHEREOF, Holdco, Parent, Merger Sub and the Company have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

[Signature Page to Amendment No. 1 to the Merger Agreement]

Execution Version

FIRST AMENDED AND RESTATED INTERIM INVESTORS AGREEMENT

This First Amended and Restated Interim Investors Agreement (the “Agreement”) is made as of April 9, 2014 by and among Mr. Zishen Wu (“Mr. Wu”), Ms. Xingmei Zhong, Full Alliance International Limited (“Full Alliance”), MSPEA Agriculture Holding Limited (“MSPEA”), and Lead Rich International Limited (“Lead Rich”) (collectively, the “Investors”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Merger Agreement (as defined below).

RECITALS

WHEREAS, on September 23, 2013, Yongye International, Inc. (the “Company”), Full Alliance, Yongye International Limited, a wholly owned subsidiary of Full Alliance (“Parent”) and Yongye International Merger Sub Limited, a wholly owned subsidiary of Parent (“Merger Sub”), executed an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified in accordance with Section 1.2 hereof, the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation;

WHEREAS, concurrently with the execution and delivery of the Merger Agreement, each of Mr. Wu, Full Alliance, MSPEA and Parent executed a Contribution Agreement, pursuant to which: (i) Full Alliance will contribute Shares of the Company it owns to Parent immediately prior to the Closing of the Merger by way of a capital contribution to its wholly-owned subsidiary; and (ii) each of Mr. Wu and MSPEA will contribute Shares of the Company he or it owns to Parent immediately prior to the Closing of the Merger in exchange for ordinary shares of Full Alliance;

WHEREAS, concurrently with the execution and delivery of the Merger Agreement, each of Mr. Wu and Lead Rich executed an Equity Commitment Letter in favor of Full Alliance, pursuant to which each of Mr. Wu and Lead Rich has agreed, subject to the terms and conditions set forth therein, to make an equity investment in Full Alliance in an amount equal to his or its Equity Commitment (as defined in the relevant Equity Commitment Letter) immediately prior to the Closing of the Merger;

WHEREAS, concurrently with the execution and delivery of the Merger Agreement, Mr. Wu and MSPEA executed the Limited Guarantee, pursuant to which each has agreed, subject to the terms and conditions set forth therein, to guarantee his or its Guaranteed Percentage (as defined in the Limited Guarantee) of the Guaranteed Obligations (as defined in the Limited Guarantee) up to its Maximum Amount (as defined in the Limited Guarantee);

WHEREAS, as of the date hereof, each of Full Alliance, Parent, Merger Sub and the Company desires to enter into an Amendment No. 1 to the Merger Agreement, substantially in the form attached hereto as Exhibit A (“Amendment No. 1”), and to obtain written approval of Amendment No. 1 by each Investor, in accordance with Section 1.2 hereof;

WHEREAS, concurrently with the execution and delivery of the Merger Agreement, the Investors executed an Interim Investors Agreement; and

WHEREAS, pursuant to Section 3.2 of the Interim Investors Agreement, the Investors desire to amend and restate the Interim Investors Agreement in its entirety, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the Investors hereby agree to amend and restate the Interim Investors Agreement in its entirety as follows:

AGREEMENT

1.1              Actions of the Company. On and after the date of this Agreement, absent the written consent of every other Investor: (i) Full Alliance shall not, and shall cause each of Parent and Merger Sub not to, and each of Mr. Wu and Ms. Xingmei Zhong shall cause Full Alliance not to, direct or request in writing that the Company or any Company Subsidiary take or omit to take any action, which action or omission (a “Prohibited Action or Omission”) would or would reasonably be expected to (x) cause the Company to be in breach of any representation, warranty, covenant or agreement under the Merger Agreement or (y) constitute, either alone or in combination with any other event, circumstance, change or effect, a Company Material Adverse Effect; and (ii) no Investor shall consent to any Prohibited Action or Omission in writing; provided, that nothing in this Section 1.1 shall prevent Mr. Wu or any director of the Company nominated by MSPEA from taking any action in his or her capacity as a director or officer (as the case may be) of the Company, if such person determines in good faith that failure to take such action is inconsistent with his or her fiduciary obligations.

1.2              Actions of Full Alliance, Parent and Merger Sub. The Investors shall have the sole power, authority and discretion to direct the actions of Full Alliance, Parent and Merger Sub in all matters in respect of the Merger Agreement. All actions of Full Alliance, Parent and Merger Sub relating to the Merger Agreement shall require the approval of each of the Investors, other than determining that any closing condition thereunder has been satisfied which shall require the approval of each of the Investors other than Lead Rich. For the avoidance of any doubt, none of the following actions by Full Alliance, Parent or Merger Sub: (i) amending the Merger Agreement, or (ii) waiving any closing condition thereunder, shall be effective, unless such action has been approved in writing by each of the Investors (including Lead Rich).

1.3              Contribution Agreement; Equity Commitment Letters; Limited Guarantee. Each of Mr. Wu, Full Alliance, MSPEA and Lead Rich hereby acknowledges and agrees that (i) he or it is bound by his or its obligations set forth in the Contribution Agreement (if applicable), his or its Equity Commitment Letter (if any) and the Limited Guarantee (if applicable), (ii) he or it shall not be permitted to amend, modify or terminate any provision thereunder, and (iii) he or it shall perform his or its obligations under the Contribution Agreement (if applicable), his or its Equity Commitment Letter (if any) and the Limited Guarantee (if applicable), in each case, to the extent applicable to such person and subject to the terms and conditions set forth therein.

1.4              Escrow Agreement. The Investors acknowledge that an escrow agreement, dated as of September 23, 2013 (the “Escrow Agreement”), has been executed by Lead Rich, MSPEA and The Hongkong and Shanghai Banking Corporation Limited (the “Escrow Agent”). The Release Notice (as defined in the Escrow Agreement, the “Release Notice”) shall be executed by each of Lead Rich and MSPEA and delivered to the Escrow Agent following satisfaction of the following conditions: (i) each of Full Alliance, Parent and Merger Sub delivers to Lead Rich a written certificate in agreed form, signed by an officer of such party, certifying in good faith that all of the conditions to such party’s obligation to consummate the Merger set forth in Article VII of the Merger Agreement have been satisfied as of the date of such certificate as if such date were the Closing Date (other than the delivery of the certificates required by Sections 7.02(c) and 7.03(c) of the Merger Agreement, which shall take place on the Closing Date) and that such party is not aware of any reason why such conditions will not be satisfied on the Closing Date; (ii) China Development Bank (the “Lender”) confirms to Full Alliance and Lead Rich that, subject only to confirmation by the Paying Agent of its receipt of $35,000,000 in respect of the Mezzanine Debt Financing, $15,000,000 in respect of the Sponsor Equity Financing and $12,000,000 in respect of the CEO Equity Financing, it shall deposit $214,000,000 with the Paying Agent pursuant to the Loan Agreement; (iii) Mr. Wu confirms to Full Alliance and Lead Rich that he shall deposit $12,000,000 with the Paying Agent in respect of the CEO Equity Financing concurrently with Lead Rich depositing $35,000,000 in respect of the Mezzanine Debt Financing and $15,000,000 in respect of the Sponsor Equity Financing with the Paying Agent; (iv) Full Alliance and MSPEA deliver to Lead Rich a written certificate in agreed form, signed by an officer of each of them, certifying in good faith that all of the conditions to Lead Rich’s obligation to purchase and pay for the Notes (as defined in the Note Purchase Agreement) set forth in Article III of the Note Purchase Agreement (A) that can be satisfied on the date of such certificate are satisfied on such date and will be satisfied on the Closing (as defined in the Note Purchase Agreement) without further action by any person and (B) that cannot be satisfied on the date of such certificate will be satisfied on the Closing (as defined in the Note Purchase Agreement) without further action by any person; and (v) arrangements reasonably satisfactory to Lead Rich have been made for the payment of its and the Collateral Agent’s costs and expenses by Full Alliance as contemplated by Section 3.8 of the Note Purchase Agreement (collectively, the “Escrow Release Conditions”). Upon termination of the Merger Agreement in accordance with its terms, Lead Rich and MSPEA shall immediately jointly execute and deliver to the Escrow Agent the written notice contemplated by Section 14.1(b) of the Escrow Agreement (the “Termination Notice”) informing the Escrow Agent of such termination and instructing the Escrow Agent to return all funds in the Escrow Account (as defined in the Escrow Agreement) to Lead Rich. Furthermore, Lead Rich and MSPEA hereby agree to jointly execute and deliver to the Escrow Agent the written notice contemplated in Section 14.1(c) of the Escrow Agreement in the event (a) a definitive proxy statement for the Stockholders’ Meeting (including the notice of the Stockholders’ Meeting) has been filed with the U.S. Securities and Exchange Commission and mailed to the Stockholders on or prior to March 9, 2014 and (b) such definitive proxy statement provides that the Stockholders’ Meeting shall be held on or prior to April 23, 2014. Subject to Section 1.5(c), MSPEA and Full Alliance shall be jointly and severally responsible for all fees and expenses of the Escrow Agent and shall promptly pay all such fees and expenses upon receipt of a request for payment from the Escrow Agent.

1.5              Certain Fees and Expenses.

(a)                If the Merger is not consummated, and the failure of the Merger to be consummated is not due to the willful breach by one or more Investors of this Agreement or any other agreement relating to the Merger, the Investors agree that, except as provided in the Note Purchase Agreement: (i) each Investor shall be responsible for the fees and out-of-pocket expenses payable to his or its respective legal advisor (a “Legal Advisor”) in connection with the Merger incurred prior to the termination of this Agreement with respect to such Investor; (ii) the Investors shall be responsible for the following percentages of all fees and out-of-pocket expenses (A) payable in connection with the Merger to all advisors to the Investors in connection with the Merger (other than the Legal Advisors and the Escrow Agent), (B) incurred in the defense, pursuit or settlement of any disputes or litigation relating to the Transaction (other than any dispute or litigation relating to service as a director or officer of the Company), and (C) all fees and out-of-pocket expenses payable to the Nevada legal advisor in connection with such advisor’s review and advice on the Merger Agreement: 47.58% for Mr. Wu, 43.56% for MSPEA and 8.86% for Lead Rich; and (iii) the Investors shall be responsible for the following percentages of (I) the fees and interests payable by Parent under that certain loan agreement between Parent and the Lender dated as of December 27, 2012 and (II) the upfront fee payable by Parent under the Loan Agreement: 52.21% for Mr. Wu and 47.79% for MSPEA; provided, however, that each Investor shall be solely responsible for fees and out-of-pocket expenses payable by him or it to any advisor retained by him or it to conduct due diligence in connection with the Merger.

(b)               If the Merger is not consummated, and the failure of the Merger to be consummated is due to the willful breach by one or more Investors of this Agreement or any agreement relating to the Merger, then such breaching Investors shall promptly reimburse each non-breaching Investor for all fees and out-of-pocket expenses incurred by such non-breaching Investor in connection with the Merger.

(c)                At the Closing, Full Alliance shall reimburse each Investor for, or pay on behalf of each Investor, as the case may be, all fees and out-of-pocket expenses incurred by such Investor (including without limitation fees and expenses of his or its Legal Advisor and the Escrow Agent (as defined below)) in connection with the Merger.

(d)               For the avoidance of doubt, the Investors acknowledge that certain Consortium Agreement, dated October 15, 2012 (the “Consortium Agreement”), by and among Mr. Wu, Full Alliance, MSPEA and Abax Global Capital (Hong Kong) Limited, was terminated as of September 23, 2013 and agree that the agreement with respect to fees and expenses set forth in Section 5 of the Consortium Agreement is of no further force or effect.

(e)                The Investors agree that any termination, break-up or other fees or amounts payable to Full Alliance, Parent or Merger Sub by the Company pursuant to the Merger Agreement shall be allocated among the Investors, as follows: 47.58% for Mr. Wu, 43.56% for MSPEA and 8.86% for Lead Rich.

(f)                In the event the Company’s fees and out-of-pocket expenses shall become payable by Parent in accordance with Section 8.06(c) of the Merger Agreement, Full Alliance and MSPEA shall be responsible for the following percentages of the Company’s fees and out-of-pocket expenses incurred in connection with the Merger up to an aggregate maximum of $3,000,000: 52.21% for Full Alliance and 47.79% for MSPEA.

1.6              Paying Agent Agreement. Promptly following the date of this Agreement, the Investors shall in good faith and with mutual cooperation use their reasonable best efforts to (i) select the Paying Agent, and (ii) negotiate and, to the extent applicable, enter into an agreement with the Paying Agent in form and substance reasonably satisfactory to each Investor (the “Paying Agent Agreement”). The Paying Agent Agreement, to which the Paying Agent, Lead Rich and Full Alliance and/or Parent shall be parties, shall provide for the appointment of the Paying Agent and the terms and conditions upon which the Exchange Fund will be held, distributed or returned by the Paying Agent, including that any funds deposited into the Exchange Fund by Lead Rich in respect of the Sponsor Equity Financing and the Mezzanine Debt Financing shall be immediately returned by the Paying Agent to Lead Rich if (A) $12,000,000 in respect of the CEO Equity Financing and $214,000,000 in respect of the Senior Debt Financing are not deposited into the Exchange Fund, or (B) the Effective Time does not occur, in either case within five business days of such deposit by Lead Rich.

1.7              Limited Guarantee. Each of Mr. Wu and MSPEA acknowledges and agrees that if (i)(A) $35,000,000 in respect of the Mezzanine Debt Financing and $15,000,000 in respect of the Sponsor Equity Financing are deposited into the Exchange Fund in accordance with the Merger Agreement, or (B) the Escrow Release Condition set forth in clause (ii) of Section 1.4 has not been satisfied, and (ii) the Parent Termination Fee shall become payable pursuant to the Merger Agreement, then each of Mr. Wu and MSPEA shall have no recourse against Lead Rich with respect to the Parent Termination Fee or the Guaranteed Obligations (as defined in the Limited Guarantee). Lead Rich acknowledges and agrees that in the event the Parent Termination Fee shall become payable pursuant to the Merger Agreement under any circumstance other than those set forth in the preceding sentence, Lead Rich shall indemnify Mr. Wu and MSPEA for an aggregate of 8.86% of the Guaranteed Obligations, such that the total liability of Mr. Wu and MSPEA with respect to the Guaranteed Obligations shall be equal to 47.58% and 43.56% of the Guaranteed Obligations respectively; provided, that Lead Rich shall have no obligation with respect to the payment of the Company’s fees and out-of-pocket expenses contemplated in Section 1.5(f).

1.8              Subscription Agreements; Shareholders Agreement; Memorandum and Articles of Association. Promptly following the date of this Agreement, the Investors shall in good faith and with mutual cooperation use their reasonable best efforts to: (i) negotiate and, to the extent applicable, enter into subscription agreements between Full Alliance and each of Mr. Wu and Lead Rich in form and substance reasonably satisfactory to each party thereto (each, a “Subscription Agreement”), effective as of the Effective Time and providing for the terms and conditions upon which Mr. Wu or Lead Rich, as applicable, will subscribe at the Effective Time for preferred shares of Full Alliance for an aggregate cash purchase price equal to his or its Equity Contribution; (ii) negotiate and enter into a shareholders agreement in form and substance reasonably satisfactory to each Investor (the “Shareholders Agreement”), effective as of the Effective Time and providing for certain rights, duties and obligations of Full Alliance and its shareholders, including that Full Alliance shall pay (or reimburse) the fees and expenses of the Investors (including legal fees and expenses) incurred in connection with the Merger; and (iii) negotiate the amended and restated memorandum and articles of association of Full Alliance in form and substance reasonably satisfactory to each Investor (the “M&A”) and cause the M&A to be filed with the Registry of Corporate Affairs of the British Virgin Islands and to be effective as of the Effective Time.

1.9              Consent to Amendment. In accordance with Section 1.2 of this Agreement, each Investor hereby consents to Full Alliance, Parent and Merger Sub entering into Amendment No. 1 with the Company.

2.1              Investor Representations. Each Investor hereby further represents and warrants to the other Investors that: (i) if such Investor is a corporate entity, it has the requisite power and authority to execute, deliver and perform this Agreement, (ii) if such Investor is a corporate entity, the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary action on the part of such Investor and no additional proceedings are necessary to approve this Agreement, (iii) this Agreement has been duly executed and delivered by such Investor and constitutes a valid and binding agreement of him, her or it enforceable in accordance with the terms hereof, and (iv) such Investor’s execution, delivery and performance of this Agreement will not violate: (a) if such Investor is a corporate entity, any provision of its organizational documents; (b) any material agreement to which such Investor is a party or by which such Investor is bound; or (c) any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such Investor.

3.1              Effectiveness; Termination. This Agreement shall become effective on the date hereof and shall terminate (except with respect to this Section 3) upon the earlier of (i) the Effective Time of the Merger and (ii) the termination of the Merger Agreement in accordance with its terms; provided, that any liability pursuant to Section 1.5 or for failure to comply with the terms of this Agreement shall survive such termination and upon termination of the Merger Agreement in accordance with its terms Lead Rich and MSPEA shall immediately provide the Termination Notice to the Escrow Agent as contemplated by Section 1.4 of this Agreement.

3.2              Amendment. This Agreement may be amended or modified and the provisions hereof may be waived only by an agreement in writing signed by each Investor.

3.3              Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

3.4              Indemnity. Each Investor (an “Indemnifying Investor”) hereby agrees to indemnify and hold harmless the other Investors (each, an “Indemnified Investor”) from and against all damages sustained or suffered by any such Indemnified Investor, resulting from any failure by such Indemnifying Investor to perform its obligations, or any failure of his, her or its representations and warranties to be true and accurate, under this Agreement.

3.5              Remedies. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. No failure or delay on the part of any party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor will any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached or threatened to be breached. It is accordingly agreed that each party shall be entitled to seek an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof in any federal court located in the Borough of Manhattan, in the City of New York or the New York Supreme Court Commercial Division in and for New York County, New York, this being in addition to any other remedy to which such party is entitled at Law or in equity. Each party hereby waives (i) any defense in any action for specific performance that a remedy at Law would be adequate, and (ii) any requirement under any Law to post security as a prerequisite to obtaining equitable relief to which they are entitled at law or in equity, without the requirement to post bond or other security.

3.6              No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Investors may be partnerships or limited liability companies, each Investor covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member or manager of any Investor or of any partner, member, manager or affiliate thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director, officer, employee, general or limited partner or member or manager of any Investor or of any partner, member, manager or affiliate thereof, as such, for any obligation of any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

3.7              Governing Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State. All actions arising out of or relating to this Agreement shall be brought and determined in any federal court located in the Borough of Manhattan, in the City of New York or the New York Supreme Court Commercial Division in and for New York County, New York. The parties hereto hereby (a) submit to the jurisdiction of the above-named courts for the purpose of any action arising out of or relating to this Agreement brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts.

3.8              WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

3.9              Assignment. This Agreement may not be assigned by any party or by operation of law or otherwise without the prior written consent of each of the other parties, except that the Agreement may be assigned to an Affiliate of a party hereto; provided, that the party making such assignment shall not be released from its obligations hereunder. Any attempted assignment in violation of this Section 3.9 shall be void.

3.10          Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

3.11          References. Notwithstanding anything to the contrary contained herein, references to “the date hereof” and “the date of this Agreement” shall refer to September 23, 2013.

[Signature pages follow]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

[Signature Page to First Amended and Restated Interim Investors Agreement]

[Signature Page to First Amended and Restated Interim Investors Agreement]

[Signature Page to First Amended and Restated Interim Investors Agreement]