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).
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
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,
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. |
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 |
| | |
| | |
| | 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 |
