UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Amendment
No. 2)
Under
the Securities Exchange Act of 1934
YONGYE
INTERNATIONAL, INC.
|
(Name
of Issuer)
|
Common
Stock, par value $0.001 per share
|
(Title
of Class of Securities)
|
|
|
(CUSIP
Number)
|
Mitchell
S. Nussbaum, Esq.
Loeb
& Loeb LLP
345
Park Avenue
New
York, New York 10154
(212)
407-4159
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
|
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box
o
.
Note: Six
copies of this statement, including all exhibits, should be filed with the
Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued
on following pages)
(Page 1
of 8 Pages)
_______________________
*
|
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 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
|
13D/A
|
Page
2 of
8
|
1
|
NAME
OF REPORTING PERSON
KNIGHT
BRIDGE GROUP LIMITED
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
BRITISH
VIRGIN ISLANDS
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
2
,861,189
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
2,861,189
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,861,189
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.94%*
|
14
|
TYPE
OF REPORTING PERSON
CO
|
* Based
on the beneficial ownership of 2,861,189 shares of Common Stock of the Reporting
Person and 48,187,044 shares of total Common Stock issued and outstanding as of
October 14, 2010, the Reporting Person holds approximately 5.94% of the issued
and outstanding Common Stock of the Issuer.
CUSIP
No. 98607B106
|
13D/A
|
Page 3
of 8
|
1
|
NAME OF REPORTING PERSON
Wei Tong
|
|
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
|
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s
Republic of China
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
2,861,189
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
2,861,189
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,861,189
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.94%*
|
14
|
TYPE
OF REPORTING PERSON
IN
|
*Based on
the beneficial ownership of 2,861,189 shares of Common Stock of the Reporting
Person and 48,187,044 shares of total Common Stock issued and outstanding as of
October 14, 2010, the Reporting Person holds approximately 5.94% of the issued
and outstanding Common Stock of the Issuer.
Item
1. Security
and Issuer.
This
statement relates to the common stock, par value $0.001 per share (“Common
Stock”), of Yongye International, Inc., a Nevada corporation (the “Company” or
the “Issuer”). The address of the Issuer’s principal executive office
is 6
th
floor,
Suite 608, Xue Yuan International Tower, No.1 Zhichun Road, Haidian District,
Beijing, PRC.
Item
2. Identity
and Background.
(a)
This
Schedule 13D is being filed by:
(i)
Knight
Bridge Group Limited, a company incorporated in the British Virgin Islands
(“Knight Bridge”); and
(ii)
Wei Tong
(“Ms. Tong”), a citizen of the People’s Republic of China. By virtue
of her position as sole director and sole member of Knight Bridge, Ms. Tong may
be deemed to be a beneficial owner having the power to direct the voting and
disposition of the Common Stock held or controlled by Knight
Bridge.
The
foregoing persons are hereinafter sometimes collectively referred to as the
“Reporting Persons.” Any disclosures herein with respect to persons
other than the Reporting Persons are made on information and belief after making
inquiry to the appropriate party.
(b)
The
address of the Reporting Persons’ principal business is P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands in the case of
Knight Bridge and 18/F., Tung Sun Commercial Centre, 194-200 Lockhart Road,
Wanchai, Hong Kong in the case of Ms. Tong.
(c)
The
principal business of Knight Bridge is general and management services, whereby
Ms. Tong is a businessperson.
(d)
During
the past five (5) years, neither of the Reporting Persons have been convicted in
a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e)
During
the past five (5) years, neither of the Reporting Persons have been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding, was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item
3. Source
and Amount of Funds and Other Consideration.
Knight
Bridge acquired the shares of the Issuer’s Common Stock pursuant to a Share
Exchange Agreement, dated as of April 17, 2008 (the “Exchange Agreement”)
entered into by and among the Company and the Company’s principal shareholder,
Fullmax Pacific Limited, a company organized under the laws of the British
Virgin Islands (“Fullmax”), and the shareholders of Fullmax of which Knight
Bridge was a shareholder (collectively, the “Fullmax
Shareholders”). The Fullmax Shareholders owned 100% of the issued and
outstanding common stock of Fullmax (the “Fullmax Shares”). The
transaction was consummated on April 17, 2008 (the “Effective Date”) pursuant to
which the Fullmax Shareholders acquired approximately 84.7% of the Company’s
issued and outstanding Common Stock causing Fullmax to become a wholly-owned
subsidiary of the Company. Collectively, the Fullmax Shareholders
transferred all of their Fullmax Shares for 11,444,755 shares of the Company’s
Common Stock (the “Exchange Shares”). Individually, Knight Bridge
transferred 2,500 of its Fullmax Shares to the Company for 2,861,189 Exchange
Shares and held approximately 14.3% of the Company’s issued and outstanding
Common Stock upon the consummation of the transaction.
The
foregoing description of the Exchange Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Exchange
Agreement, attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K
filed with the SEC on April 22, 2008 and is incorporated herein by
reference.
On
January 20, 2010, Kwok Cheuk Yuen transferred his shareholding in Knight Bridge
to Dragon Excel Ltd., who then assumed the position of the sole director of
Knight Bridge. The consideration for such transfer was
$1.00. Wei Tong controls the shares held by Knight Bridge and she had
previously arranged for Kwok Cheuk Yuen to act as the director of Knight Bridge
and to act with respect to these shares. She had replaced the
director of Knight Bridge with Dragon Excel, but still exercised voting and
dispositive control over the shares held by Knight
Bridge. Subsequently, she acquired Dragon Excel’s shares of Knight
Bridge and replaced Dragon Excel as the director of Knight Bridge on October 14,
2010. Accordingly, Ms. Tong continues to exercise voting and
dispositive control over the shares held by Knight Bridge.
Item
4. Purpose
of Transaction.
The
purpose of the Share Exchange was for the Company to obtain 100% ownership of
Fullmax, which has business operations in China, and for the Fullmax
Shareholders, inclusive of the Reporting Persons, to obtain an 84.7% controlling
interest in the Company.
At the
date of this Schedule 13D, the Reporting Persons, except as set forth in this
Schedule 13D, do not have any plans or proposals which would result
in:
(a)
the
acquisition by any person of additional securities of the Company;
(b)
an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries;
(c)
a sale or
transfer of a material amount of assets of the Company or of any of its
subsidiaries;
(d)
any
change in the present board of directors or management of the issuer, including
any plans or proposals to change the number of terms of directors or to fill any
existing vacancies on the board;
(e)
any
material change in the present capitalization or dividend policy of the
Company;
(f)
any other
material change in the Company’s business or corporate structure;
(g)
changes
in the Company’s charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the issuer by any other
person;
(h)
causing a
class of securities of the Company to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i)
a class
of equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Act; or
(j)
any
similar action to those enumerated above.
Item
5. Interest
in Securities of the Company.
(a)
The
approximate aggregate percentage of Issuer’s Common Stock reported beneficially
owned by the Reporting Persons herein is based on the number of issued and
outstanding shares of Common Stock of the Company as of October 14, 2010 and is
equal to 48,187,044 as of the close of business on October 14,
2010.
(b)
The
Reporting Persons’ beneficially own an aggregate of 2,861,189 Shares in which it
has the sole power to vote or direct to vote, and the sole power to dispose of
or direct the disposition of representing in the aggregate approximately 5.94%
of the total issued and outstanding shares of Common Stock of the
Company. Although Ms. Tong directly owns none of the Company’s Common
Stock, she may be deemed beneficial owner of the Exchange Shares pursuant to
Rule 13d-3 of the Securities Exchange Act of 1934, as amended.
(c)
Other
than the acquisition of the Exchange Shares reported in this Schedule 13D, the
Reporting Persons have not effected any transactions in the Common Stock of the
Company in the past sixty (60) days.
(d) To
the knowledge of the Reporting Persons, no other person is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of the shares owned by it.
(e) Not
applicable.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
Except as
disclosed herein, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the Reporting Persons and any other
person with respect to any securities of the Company, including, but not limited
to transfer or voting of any of the securities, finder’s fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit
No
.:
(1)
|
Title
:
|
2.1
|
Share
Exchange Agreement, dated as of April 17, 2008.
|
10.4
|
Security
Purchase Agreement, dated as of April 17, 2008.
|
(1)
Incorporated by
reference to the corresponding exhibit to the Company’s Current Report on
Form 8-K filed with the SEC on April 22,
2008.
|
In
addition, the agreement of the Reporting Persons to file this statement jointly
is attached hereto as Exhibit A.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: October
22, 2010
|
|
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|
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KNIGHT
BRIDGE GROUP LIMITED
|
|
|
|
By
:
/s/ Tong Wei
|
|
Name:
Tong Wei
|
|
Title:
Sole Director
|
|
|
|
/s/ Tong
Wei
|
|
Name: Tong
Wei
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EXHIBIT
A
AGREEMENT
REGARDING JOINT FILING
OF
STATEMENT ON SCHEDULE 13D OR 13G
The
undersigned agree to file jointly with the Securities and Exchange Commission
(the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any
amendments or supplements thereto) required under section 13(d) of the
Securities Exchange Act of 1934, as amended, in connection with purchases and
sales by the undersigned of the securities of any issuer until such time as the
undersigned file with the SEC a statement terminating this Agreement Regarding
Joint Filing of Statement on Schedule 13D or 13G. For that purpose,
Wei Tong hereby constitutes and appoints Knight Bridge Group Ltd., a British
Virgin Islands company, as her true and lawful agent and attorney-in-fact, with
full power and authority for and on behalf of the undersigned to prepare or
cause to be prepared, sign, file with the SEC and furnish to any other person
all certificates, instruments, agreements and documents necessary to comply with
section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as
amended, in connection with said purchases and sales, and to do and perform
every act necessary and proper to be done incident to the exercise of the
foregoing power, as fully as the undersigned might or could do if personally
present, until such time as the undersigned file with the SEC a statement
terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D
or 13G.
Dated:
October 22, 2010
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|
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KNIGHT
BRIDGE GROUP LIMITED
|
|
|
|
By:
/s/ Tong
Wei
|
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Name:
Tong Wei
|
|
Title:
Sole Director
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|
/s/ Tong
Wei
|
|
Name: Tong
Wei
|
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