SC 13D/A 1 mm09-2413yi_sc13da5.htm AMENDMENT NO.5 mm09-2413yi_sc13da5.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 5)

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)
 
 
September 23, 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)  o
(b)  x
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)  o
(b)  x
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)  o
(b)  x
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)  o
(b)  x
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)  o
(b)  x
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)  o
(b)  x
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)  o
(b)  x
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)  o
(b)  x
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. 5 (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, Amendment No. 2 filed on April 1, 2013, Amendment No. 3 filed on April 16, 2013 and Amendment No. 4 filed on May 16, 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 4.           Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows.

The Issuer has announced that it entered into an Agreement and Plan of Merger, dated as of September 23, 2013 (the “Merger Agreement”), with Full Alliance International Limited, Yongye International Limited and Yongye International Merger Sub Limited. The Reporting Persons are not participating in the transactions contemplated by the Merger Agreement. Accordingly, the Consortium Agreement previously entered into among Abax HK, Mr. Wu, Full Alliance and MSPEA was terminated on September 23, 2013. As a result, the Reporting Persons are no longer party to any agreement, arrangement or understanding with respect to securities of the Issuer that could deem them to be in a “group” with Mr. Wu, Full Alliance or MSPEA for purposes of Section 13(d) of the Act. The Reporting Persons do not beneficially own more than 5% of the outstanding shares of Common Stock.

Item 5.           Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows.

(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.

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,
 
 
 
11
 
 
 
Abax Claremont, AGC, Abax HK and Mr. Yang disclaims beneficial ownership of such shares for all other purposes.

(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 of the Company during the past sixty (60) days.

(d)           Not applicable.

(e)           As disclosed in Item 4 of this Amendment, the Consortium Agreement was terminated on September 23, 2013. The Reporting Persons do not beneficially own more than 5% of the outstanding shares of Common Stock and will not file any further amendments to the Schedule 13D.

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.

As disclosed in Item 4 of this Amendment, the Consortium Agreement was terminated on September 23, 2013. A copy of the termination agreement is attached hereto as an exhibit and is incorporated herein by reference in its entirety.

Item 7.           Material to Be Filed as Exhibits
 
The following is filed herewith as an exhibit to this Amendment:

Exhibit 1
Termination Agreement by and among Mr. Wu, Full Alliance, MSPEA, and Abax HK, dated September 23, 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: September 24, 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


 
 
 
 
 
 
 
 
 
 
14