UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

July 6, 2023

(Commission File No. 1-13522)

 

 

CHINA YUCHAI INTERNATIONAL LIMITED

(Translation of registrant’s name into English)

 

 

16 Raffles Quay #26-00

Hong Leong Building

Singapore 048581

(Address of registrant’s principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒              Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):

Yes  ☐            No  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):

Yes  ☐            No  ☒

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ☐            No  ☒

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

China Yuchai International Limited
(Registrant)
By:  

/s/ Weng Ming Hoh

Name:   Weng Ming Hoh
Title:   President/Director

Date: July 6, 2023

Exhibit 99.1

NOTICE OF ANNUAL GENERAL MEETING

CHINA YUCHAI INTERNATIONAL LIMITED

To all Shareholders

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of CHINA YUCHAI INTERNATIONAL LIMITED (the “Company”) will be held at Grand Copthorne Waterfront Hotel Singapore, 392 Havelock Road, Singapore 169663 on Monday, August 7, 2023 at 9.00 a.m. (Singapore time) for the following purposes:

As Ordinary Business

 

1.

To receive and adopt the audited financial statements and independent auditors’ report for the financial year ended December 31, 2022.

 

2.

To approve an increase in the limit of the Directors’ fees as set out in Bye-law 10(11) of the Bye-laws of the Company from US$250,000 to US$540,000 for the financial year 2022 (Directors’ fees paid for the financial year 2021 was US$538,493).

 

3. (a)

To re-elect the following Directors retiring pursuant to Bye-law 4(2) of the Bye-laws of the Company to hold office until the next annual general meeting of the Company:

 

(i) 

   Mr. Kwek Leng Peck  

(v)   

   Mr. Li Hanyang

(ii)  

   Mr. Gan Khai Choon  

(vi) 

   Mr. Wu Qiwei

(iii)  

   Mr. Stephen Ho Kiam Kong  

(vii) 

   Mr. Xie Tao

(iv) 

   Mr. Hoh Weng Ming  

(viii)

   Mr. Neo Poh Kiat

 

  (b)

To elect Mr. Wong Hong Wai pursuant to Bye-law 4(2) of the Bye-laws of the Company to hold office as a Director until the next annual general meeting of the Company.

 

  (c)

To note that Mr. Ho Raymond Chi-Keung will be retiring pursuant to Bye-law 4(2) of the Bye-laws of the Company and he will not be seeking re-election at this Meeting.

 

4.

To authorize the Board of Directors to appoint up to the maximum of 11 Directors or such maximum number as determined from time to time by the shareholders in general meeting to fill any vacancies on the Board.

 

5.

To re-appoint Ernst & Young LLP as independent auditors of the Company and to authorize the Audit Committee to fix their remuneration.

As Special Business

 

6.

To approve the following amendments to the Bye-laws of the Company:

 

  (i)

to insert a new definition of “Treasury Shares” in Bye-law 1 as Bye-law 1(12A) immediately after the existing Bye-law 1(12) as follows:

 

  “(12A)

“Treasury Share” means a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled;”

 

  (ii)

to amend the existing Bye-law 34A(2) to read as follows:

 

  “(2)

Subject to the provisions of the Act and these Bye-laws, the Company may from time to time by resolution of the Board purchase its own shares for cancellation or acquire them as Treasury Shares in accordance with the Act at such prices and on such terms and conditions as the Board may determine. Notwithstanding any other provision of these Bye-laws, all the rights attaching to a Treasury Share shall be suspended and shall not be exercisable by the Company while it holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital or shares of the Company.”

 

7.

To transact any other business as may properly come before the Meeting or any adjournment thereof.

By Order of the Board

Hoh Weng Ming

President

Date: July 6, 2023

Important Notes:

 

1.

By resolution of the Board, only Members entered in the Register of Members of the Company at the close of business on June 21, 2023 (New York time) are entitled to receive notice of and to attend and vote at the Meeting.

 

2.

A Member is entitled to appoint one or more proxies to attend the Meeting and vote in his stead.

 

3.

A proxy need not be a Member of the Company.

 

4.

Members are encouraged to vote in advance by internet, telephone or by mail per the instructions on the proxy form not less than 48 hours before the time appointed for the Meeting. Beneficial owners of shares held in street name will need to follow the instructions provided by the broker, bank or other nominee that holds their shares.

 

5.

If a proxy is appointed, the proxy form and the power of attorney or other authority (if any) under which it is signed, must be lodged with the Company at 16 Raffles Quay, #26-00 Hong Leong Building, Singapore 048581, Republic of Singapore OR to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 not less than 48 hours before the time appointed for the Meeting, that is no later than 9.00 a.m. on Saturday, August 5, 2023 Singapore time or 9.00 p.m. on Friday, August 4, 2023 New York time.

 

6.

Pursuant to the Bye-laws of the Company, no resolution of Members may be passed without the affirmative vote of the Special Share cast by the holder of the Special Share.

 

CHINA YUCHAI INTERNATIONAL LIMITED

16 RAFFLES QUAY

#26-00 HONG LEONG

BUILDING SINGAPORE 048581

Exhibit 99.2

 

LOGO

VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 9:00 p.m. Eastern Time on Friday, August 4, 2023. Have your proxy form in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 9:00 p.m. Eastern Time on Friday, August 4, 2023. Have your proxy form in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:    
  V20112-P96942     KEEP THIS PORTION FOR YOUR RECORDS  
— — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — —  — — — — — — — — — —  

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

 

  CHINA YUCHAI INTERNATIONAL LIMITED

 

The Board of Directors recommends you to vote FOR the following Ordinary Business:

   

For

All

  

Withhold

All

  

For All

Except

3a.   To re-elect the following Directors retiring pursuant to Bye-law 4(2) of the Bye-laws of the Company to hold office until the next annual general meeting of the Company:

    ☐   ☐   ☐

Nominees:

       

01)   Mr Kwek Leng Peck                     05)    Mr. Li Hanyang

  

02)   Mr Gan Khai Choon                     06)    Mr. Wu Qiwei

03)   Mr. Stephen Ho Kiam Kong         07)    Mr. Xie Tao

  

04)   Mr. Hoh Weng Ming                     08)    Mr. Neo Poh Kiat

  
      
      

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

 

                                                                                               

  

                             

   
               
    
 

 

  For       Withhold

3b.  To elect Mr. Wong Hong Wai pursuant to Bye-law 4(2) of the Bye-laws of the Company to hold office as a Director until the next annual general meeting of the Company.

   ☐     ☐
  For   Against   Abstain

1.  To receive and adopt the audited financial statements and independent auditors’ report for the financial year ended December 31, 2022.

   ☐   ☐   ☐

2.  To approve an increase in the limit of the Directors’ fees as set out in Bye-law 10(11) of the Bye-laws of the Company from US$250,000 to US$540,000 for the financial year 2022 (Directors’ fees paid for the financial year 2021 was US$538,493).

   ☐   ☐   ☐

4.  To authorize the Board of Directors to appoint up to the maximum of 11 Directors or such maximum number as determined from time to time by the shareholders in general meeting to fill any vacancies on the Board.

   ☐   ☐   ☐

5.  To re-appoint Ernst & Young LLP as independent auditors of the Company and to authorize the Audit Committee to fix their remuneration.

   ☐   ☐   ☐

The Board of Directors recommends you to vote FOR the following Special Business.

   For   Against   Abstain

6.  To approve the following amendments to the Bye-laws of the Company:

   ☐   ☐   ☐

(i) to insert a new definition of “Treasury Shares” in Bye-law 1 as Bye-law 1(12A) immediately after the existing Bye-law 1(12) as follows:

“(12A) Treasury Share” means a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled;”

 

(ii)  to amend the existing Bye-law 34A(2) to read as follows:

“(2) Subject to the provisions of the Act and these Bye-laws, the Company may from time to time by resolution of the Board purchase its own shares for cancellation or acquire them as Treasury Shares in accordance with the Act at such prices and on such terms and conditions as the Board may determine. Notwithstanding any other provision of these Bye-laws, all the rights attaching to a Treasury Share shall be suspended and shall not be exercisable by the Company while it holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital or shares of the Company.”

      

Please sign exactly as your name(s) appear(s) hereon within the box. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

 

       
                   

    Signature/Common Seal [PLEASE SIGN WITHIN BOX]

   Date  

            

  

    Signature/Common Seal (Joint Owners)

   Date  

 

IMPORTANT – Please read the following notes before completing this form

 

  1.

You may appoint a proxy who need not be a Member of the Company by inserting the proxy’s name on this proxy form in the space provided. If you do not enter a name in the space provided, the Chairman or such other person as he may designate will be authorized to act as your proxy.

 

 

  2.

A Member is entitled to appoint one or more proxies to attend and vote in his stead. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of his shareholding (expressed as a percentage of the whole) to be represented by each proxy. For ease of administration, we would request members not to appoint more than two proxies.

 

 

  3.

The Company shall be entitled to reject a proxy form which is incomplete, improperly completed or illegible. If the true intentions of the appointor are not ascertainable from the instruction of the appointor specified on the proxy form and in relation to any other matter which may come before the Meeting, the proxy shall be entitled to vote in his/her discretion.

 

 

  4.

In the case of a corporation, this proxy must be executed under its common seal or under the hand of an officer or attorney or other person duly authorized to sign.

 

 

  5.

To be valid, this proxy and the power of attorney or other authority (if any) under which it is signed, must be lodged with the Company at 16 Raffles Quay, #26-00 Hong Leong Building, Singapore 048581, Republic of Singapore OR Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 not less than 48 hours before the time appointed for the Meeting, that is no later than 9.00 a.m. on Saturday, August 5, 2023 (Singapore Time) or 9.00 p.m. on Friday, August 4, 2023 (New York Time).

 

 

  6.

In the case of joint holders of any share, this proxy may be signed by any one of such joint holders. At the Meeting, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

 

 

  7.

Pursuant to the Bye-laws of the Company, no resolution of Members may be passed without the affirmative vote of the Special Share cast by the holder of the Special Share.

 

 

  8.

By resolution of the Board, only Members entered in the Register of Members of the Company at the close of business on June 21, 2023 (New York time) are entitled to receive notice of and to attend and vote at the Meeting.

 

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting:

Notice of Annual General Meeting and Annual Report are available at www.proxyvote.com.

— — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — —  — — — — — — — — — — — — — — — —

V20113-P96942            

 

 

        
 

CHINA YUCHAI INTERNATIONAL LIMITED

ANNUAL GENERAL MEETING OF SHAREHOLDERS

AUGUST 7, 2023, 9:00 A.M.

 

  
        
 

 

I/We,                                          of                                          being (a) shareholder(s) of China Yuchai International Limited (the “Company”), hereby appoint Name:                                          and/or                                          with Passport Number:                                          and/or                                          of Address:                                          and/or                                          holding Proportion of shareholding (%):              and/or              or failing him/her, the Chairman of the Meeting or such other person as he may designate as my/our proxy(ies) to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at Grand Copthorne Waterfront Hotel Singapore, 392 Havelock Road, Singapore 169663 on Monday, August 7, 2023 at 9:00 a.m. (Singapore Time), and at any adjournment thereof.

 

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.

 

Address changes and comments can be directed to the Company’s Investor Relations at cyd@bluefocus.com.

 

 

Continued and to be signed on reverse side

 

 

  

Exhibit 99.3

 

LOGO

China Yuchai Announces Board Change

SINGAPORE, July 6, 2023/PRNewswire/ - China Yuchai International Limited (NYSE: CYD) (“China Yuchai” or the “Company”) today announced that Mr. Ho Raymond Chi-Keung will not seek re-election at the forthcoming Annual General Meeting of the Company to be held on August 7, 2023 (the “Meeting”) due to personal reasons. In accordance with Bye-law 4(2) of the Bye-laws of the Company, Mr. Ho will retire as a Director of the Company, upon the conclusion of the Meeting. Following his retirement, Mr. Ho will step down as a member of the Audit Committee and the Remuneration Committee of the Company.

Mr. Ho had served on the Board of Directors of the Company from 2004 to 2006, and was re-appointed in 2013. He confirmed that there were no disputes or conflicts with the Board or the Company regarding any aspect of the Company’s accounting, operations, policies, or practices.

The Board of Directors of the Company would like to record its appreciation to Mr. Ho for his dedicated service and valuable contributions to the Company during his tenure. With Mr. Ho’s retirement, the Board will comprise nine members of which three are independent directors with effect from August 7, 2023.

About China Yuchai International

China Yuchai International Limited, through its subsidiary, Guangxi Yuchai Machinery Company Limited (“GYMCL”), engages in the manufacture, assembly, and sale of a wide variety of light-, medium- and heavy-duty engines for trucks, buses, passenger vehicles, construction equipment, marine and agriculture applications in China. GYMCL also produces diesel power generators. The engines produced by GYMCL range from diesel to natural gas and hybrid engines. Through its regional sales offices and authorized customer service centers, GYMCL distributes its engines directly to auto OEMs and retailers and provides maintenance and retrofitting services throughout China. Founded in 1951, GYMCL has established a reputable brand name, strong research and development team and significant market share in China with high-quality products and reliable after-sales support. In 2022, GYMCL sold 321,256 engines and is recognized as a leading manufacturer and distributor of engines in China. For more information, please visit http://www.cyilimited.com.

Safe Harbor Statement:

This news release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe”, “expect”, “anticipate”, “project”, “targets”, “optimistic”, “confident that”, “continue to”, “predict”, “intend”, “aim”, “will” or similar expressions are intended to identify forward-looking statements. All statements other than statements of historical fact are statements that may be deemed forward-looking statements. These forward-looking statements including, but not limited to, statements concerning China Yuchai’s and the joint venture’s operations, financial performance and condition are based on current expectations, beliefs and assumptions which are subject to change at any time. China Yuchai cautions that these statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors such as government and stock exchange regulations, competition, political, economic and social conditions around the world and in China including those discussed in China Yuchai’s Form 20-Fs under the headings “Risk Factors”, “Results of Operations” and “Business Overview” and other reports filed with the Securities and Exchange Commission from time to time. Among others, if the COVID-19 pandemic is not effectively and timely controlled, our business operations and financial condition may be materially and adversely affected due to a deteriorating market for automotive sales, an economic slowdown in China and abroad, a potential weakening of the financial condition of our customers, or other factors that we cannot foresee. All forward-looking statements are applicable only as of the date it is made and China Yuchai specifically disclaims any obligation to maintain or update the forward-looking information, whether of the nature contained in this release or otherwise, in the future.

For more information:

Investor Relations

Kevin Theiss

Tel: +1-212-521-4050

Email: cyd@bluefocus.com

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