Yang Xiang Dong SC 13D/A Yongye International / Yang Xiang Dong ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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 1, 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).

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

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

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

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

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

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

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

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

This Amendment No. 2 (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 (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 supplemented as follows.

On April 1, 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, issued an amended and restated financing commitment letter (the “Amended and Restated Financing Commitment Letter”) to Full Alliance International Limited under which 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) April 15, 2013, if the Issuer’s Common Stock has not resumed trading on the Nasdaq Global Select Market by 4 p.m. (New York City time) on such date; (b) April 30, 2013; (c) the date that definitive documents with respect to the Mezzanine Debt Financing become effective; and (d) 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 and the execution of mutually satisfactory definitive documents for the Mezzanine Debt Financing. The Amended and Restated Financing Commitment Letter supersedes and replaces the Financing Commitment Letter in its entirety.

The summary of the Amended and Restated Financing Commitment Letter herein is not intended to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Financing Commitment Letter, attached hereto as an exhibit.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby supplemented as follows.

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

Item 7. Material to Be Filed as Exhibits

The following is filed herewith as an exhibit to this Amendment:

Exhibit 1

Amended and Restated Financing Commitment Letter, by and between Abax HK and Full Alliance International Limited, dated April 1, 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: April 1, 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

Yang Xiang Dong Inactive SC 13D/AYongye International / Yang Xiang Dong ownership change