6-K
China Yuchai International Ltd (CYD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OFFOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
June 22, 2021
(Commission File No. 1—13522)
CHINA YUCHAIINTERNATIONAL LIMITED
(Translation of registrant’s name into English)
16 Raffles Quay #26-00
Hong Leong Building
Singapore 048581
(Addressof 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 ☑
EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 99.1 | Notice of Annual General Meeting |
| 99.2 | Proxy Form |
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: June 22, 2021
EX-99.1
Exhibit 99.1
CHINA YUCHAI INTERNATIONAL LIMITED
NOTICE OF ANNUAL GENERAL MEETING
Toall Shareholders
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of CHINA YUCHAI INTERNATIONAL LIMITED (NYSE: CYD) (the “Company”) will be held on Friday, July 23, 2021 at 8:00 a.m., Eastern Daylight Time. In light of the current restrictions in place to address the COVID-19 pandemic and to protect the health and safety of our officers, directors and shareholders, the Meeting will be held in a virtual meeting format only, via a live webcast, with no physical attendance at the Meeting.
Members entered in the Register of Members of the Company at the close of business on June 7, 2021 (New York time) (the “Members”) are entitled to receive the Notice of the Meeting and to electronically attend, vote and submit questions at the Meeting. The Meeting will be accessible by visiting www.virtualshareholdermeeting.com/CYD2021 and using the unique 16-Digit Control Number included on the proxy form or on the instructions that accompany the proxy materials.
The Meeting will be held for the following purposes:
As Ordinary Business
| 1. | To receive and adopt the audited financial statements and independent auditors’ report for the financial<br>year ended December 31, 2020. |
|---|---|
| 2. | To approve an increase in the limit of the Directors’ fees as set out in<br>Bye-law 10(11) of the Bye-laws of the Company from US$250,000 to US$556,229 for the financial year 2020 (Directors’ fees paid for the financial year 2019 was<br>US$569,013). |
| --- | --- |
| 3. | 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 |
| --- | --- |
| (ii) | Mr Gan Khai Choon |
| --- | --- |
| (iii) | Mr Hoh Weng Ming |
| --- | --- |
| (iv) | Mr Neo Poh Kiat |
| --- | --- |
| (v) | Mr Ho Raymond Chi-Keung |
| --- | --- |
| (vi) | Mr Xie Tao |
| --- | --- |
| 4. | To re-elect the following Directors retiring pursuant to Bye-law 4(3) of the Bye-laws of the Company to hold office until the next annual general meeting of the Company: |
| --- | --- |
| (i) | Mr Stephen Ho Kiam Kong (appointed on August 31, 2020) |
| --- | --- |
| (ii) | Mr Li Hanyang (appointed on May 12, 2021) |
| --- | --- |
| 5. | To appoint Mr Wu Qiwei as a Director in place of Mr Yan Ping who will be retiring at the Meeting 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. |
| --- | --- |
| 6. | To authorize the Board of Directors (the “Board”) to appoint up to the maximum of 11 Directors<br>or such maximum number as determined from time to time by the shareholders in general meeting to fill any vacancies on the Board. |
| --- | --- |
| 7. | To re-appoint Ernst & Young LLP as independent auditors of the<br>Company and to authorize the Audit Committee to fix their remuneration. |
| --- | --- |
| 8. | To transact any other business as may properly come before the Meeting or any adjournment thereof.<br> |
| --- | --- |
By Order of the Board
Hoh Weng Ming
President
Date: June 22, 2021
Notes:
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.
Members are encouraged to vote and submit their proxy in advance by internet, telephone or by mail per the instructions on the proxy form, no less than 48 hours before the time appointed for the Meeting, that is no later than 8:00 p.m. Singapore time or 8:00 a.m. New York time on Wednesday, July 21, 2021. 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.
To be admitted to attend, vote and submit questions at the Meeting, Members and proxies must enter the 16-Digit Control Number found on the proxy form or on the instructions that accompany the proxy materials.
As the Members will not be able to attend the Meeting in person and will be participating virtually in the Meeting, each resolution to be considered at the Meeting will be voted on by way of a poll. The Board considers voting by poll to be in the interests of the Members as a whole and ensures that the views of as many Members as possible are represented at the Meeting.
All questions submitted at the Meeting should be relevant to the business of the Meeting.
EX-99.2
CHINA YUCHAIINTERNATIONAL LIMITED
16 RAFFLES QUAY
#26-00 HONG LEONG BUILDING
SINGAPORE 048581
Exhibit 99.2
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 8:00 a.m. Eastern Time on Wednesday, July 21, 2021. 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.
During The Meeting - Go to www.virtualshareholdermeeting.com/CYD2021
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 8:00 a.m. Eastern Time on Wednesday, July 21, 2021. Have your proxy form in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy form 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 no later than 8:00 a.m. Eastern Time on Wednesday, July 21, 2021.
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||
|---|---|---|
| D56573-P58699 | KEEP THIS PORTION FOR YOUR RECORDS | |
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| DETACH AND RETURN THIS PORTION ONLY | ||
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| CHINA YUCHAI INTERNATIONAL LIMITED<br> <br><br><br><br>The Board of Directors recommends you to vote FOR the following: | For<br><br><br>All | Withhold<br><br><br>All | For All<br><br><br>Except |
|---|---|---|---|
| 3. To re-elect the following Directors retiring pursuant to Bye-law<br>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<br>Peck 04) Mr Neo Poh Kiat | |||
| 02) Mr Gan Khai Choon <br> 05) Mr Ho Raymond Chi-Keung | |||
| 03) Mr Hoh Weng Ming <br> 06) Mr Xie Tao | |||
| To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the<br>number(s) of the nominee(s) on the line below.<br> <br><br><br><br><br> <br> | |||
| --- | |||
| The Board of Directors recommends you to vote FOR the following proposals: | |||
| --- | --- | --- | --- |
| 4. To re-elect the following Directors retiring pursuant<br>to Bye-law 4(3) of the Bye-laws of the Company to hold office until the next annual general meeting of the Company: | For | Withhold | |
| 4a. Mr Stephen Ho Kiam Kong (appointed on August 31, 2020) | ☐ | ☐ | |
| 4b. Mr Li Hanyang (appointed on May 12, 2021) | ☐ | ☐ | |
| For | Against | Abstain | |
| 1. To receive and adopt the audited financial statements<br>and independent auditors’ report for the financial year ended December 31, 2020. | ☐ | ☐ | ☐ |
| 2. To approve an increase in the limit of the<br>Directors’ fees as set out in Bye-law 10(11) of the Bye-laws of the Company from US$250,000 to US$556,229 for the financial year 2020 (Directors’ fees paid for the financial year 2019 was US$569,013). | ☐ | ☐ | ☐ |
| 5. To appoint Mr Wu Qiwei as a Director in place of Mr Yan<br>Ping who will be retiring at the Meeting 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. | ☐ | ☐ | ☐ |
| 6. To authorize the Board of Directors (the<br>“Board”) 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. | ☐ | ☐ | ☐ |
| 7. To re-appoint Ernst & Young LLP as independent<br>auditors of the Company and to authorize the Audit Committee to fix their remuneration. | ☐ | ☐ | ☐ |
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 of Shareholder/Common Seal [Please Sign Within Box] | Date | Signature of Shareholder/Common Seal | Date |
|---|
IMPORTANT – Please read the following notes before completing this form
| 1. | A Member may appoint a proxy who need not be a Member of the Company by inserting the proxy’s name on<br>this proxy form in the space provided. If no name is entered in the space provided, the Chairman or such other person as he may designate will be authorized to act as the proxy of the said Member. |
|---|---|
| 2. | A Member is entitled to appoint one or more proxies to attend and vote in his stead. Where a Member appoints<br>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<br>appoint more than two proxies. |
| --- | --- |
| 3. | The Company shall be entitled to reject a proxy form which is incomplete, improperly completed or illegible.<br>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<br>discretion. |
| --- | --- |
| 4. | In the case of a corporation, this proxy must be executed under its common seal or under the hand of an<br>officer or attorney or other person duly authorized to sign. |
| --- | --- |
| 5. | Members are strongly encouraged to vote and submit the proxy in advance by internet, telephone or mail per<br>the instructions on this proxy form and to submit any questions relevant to the business of the Meeting by email to [email protected] no less than 48 hours before the time appointed for the Meeting, that is no later than 8.00 p.m. Singapore time or<br>8:00 a.m. New York time on Wednesday, July 21, 2021. |
| --- | --- |
| 6. | To be valid, this proxy and the power of attorney or other authority (if any) under which it is signed, must<br>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<br>before the time appointed for the Meeting, that is no later than 8:00 p.m. Singapore time or 8:00 a.m. New York time on Wednesday, July 21, 2021. |
| --- | --- |
| 7. | In the case of joint holders of any share, this proxy may be signed by any one of such joint holders. At the<br>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<br>stand in the Register of Members. |
| --- | --- |
| 8. | Pursuant to the Bye-laws of the Company, no resolution of Members may<br>be passed without the affirmative vote of the Special Share cast by the holder of the Special Share. |
| --- | --- |
Important **** Notice **** Rega r ding **** the **** A vailability **** of **** P r oxy **** Materials **** for **** the **** Annual General Meeting:
Notice of Annual General Meeting and Annual Report are available at www.proxyvote.com.
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D56574-P58699
| CHINA YUCHAI INTERNATIONAL LIMITED<br><br><br>ANNUAL GENERAL MEETING OF SHAREHOLDERS<br><br><br>JULY 23, 2021, 8:00 A.M. |
|---|
| I/We,<br> <br>of<br> <br>being (a) shareholder(s) of China Yuchai International Limited (the “Company”), hereby appoint Name:<br> <br>and/or<br> <br>with Passport Number:<br> <br>and/or<br> <br>of Address:<br> <br>and/or<br> <br>holding Proportion of shareholding (%): and/or or failing him/her, the Chairman of the<br>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 in a virtual meeting format (accessible by visiting<br>www.virtualshareholdermeeting.com/CYD2021 and using the 16-Digit Control Number included in this form) on Friday, July 23, 2021 at 8:00 A.M., Eastern Time, and at any adjournment thereof.<br><br><br><br> <br>This proxy, when properly executed, will be voted in the mannerdirected herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.<br> <br><br><br><br><br> <br>Continued and to be signed on reverse side |