SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
June 21, 2022
(Commission File No. 1 - 13522)
CHINA YUCHAI INTERNATIONAL LIMITED
(Translation of registrants name into English)
16 Raffles Quay #26-00
Hong Leong Building
(Address of registrants 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 ☒
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|
|Name:||Weng Ming Hoh|
Date: June 21, 2022
CHINA YUCHAI INTERNATIONAL LIMITED
NOTICE OF ANNUAL GENERAL MEETING
To all Shareholders
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the Meeting) of CHINA YUCHAI INTERNATIONAL LIMITED (the Company) will be held on Friday, July 22, 2022 at 8:00 A.M. New York Time (8:00 P.M. Singapore Time). In light of the risk of the spread of COVID-19 and to enable greater shareholder attendance and participation from any location around the world, 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 May 31, 2022 (the Record Date) are entitled to receive notice of the Meeting and to attend the Meeting online, vote electronically and submit questions prior to and during the Meeting.
The Meeting will be accessible by visiting www.meetnow.global/MKFPQ7U and using the unique Control Number included on the proxy card or on the instructions that accompany the proxy materials.
The Meeting will be held for the following purposes:
As Ordinary Business
To receive and adopt the audited financial statements and independent auditors report for the financial year ended December 31, 2021.
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$538,493 for the financial year 2021 (Directors fees paid for the financial year 2020 was US$556,229).
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
(vii) Mr Stephen Ho Kiam Kong
(viii)Mr Li Hanyang
(ix) Mr Wu Qiwei
To authorize the Board of Directors (the 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.
To re-appoint Ernst & Young LLP as independent auditors of the Company and to authorize the Audit Committee to fix their remuneration.
To transact any other business as may properly come before the Meeting or any adjournment thereof.
By Order of the Board
Hoh Weng Ming
Date: June 21, 2022
1. To be admitted to attend, vote and submit questions at the Meeting, Members as of the Record Date will need to follow the instructions included on the notice of the Meeting or on the proxy card.
2. A Member may appoint a proxy who need not be a Member of the Company by inserting the proxys name on the proxy card in the space provided. If no name is entered in the space provided, the Chairman of the Meeting or such other person as he may designate will be authorized to act as the proxy of the said Member.
3. Members are encouraged to vote and submit their proxy in advance by internet or telephone per the instructions as outlined in the proxy card, no less than 48 hours before the time appointed for the Meeting, that is no later than 8:00 A.M. New York Time or 8:00 P.M. Singapore Time on Wednesday, July 20, 2022. Beneficial owners of shares held through an intermediary, such as a bank or broker, will need to follow the instructions provided by their broker, bank or other nominee that holds their shares.
4. Beneficial owners of shares held through an intermediary will need to register in advance to attend the Meeting virtually, by submitting Computershare proof of their proxy power (legal proxy) reflecting their holdings of the Companys shares along with their names and email addresses. Requests for registration should be labeled as Legal Proxy and be received by Computershare no later than 8:00 A.M. New York Time or 8:00 P.M. Singapore Time on July 19, 2022.
Requests for registration should be directed to Computershare at the following:
Forward the email from the broker, or attach an image of the legal proxy, to
Computershare COMPANY Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
5. 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 believes 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.
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.
7. All questions submitted at the Meeting should be relevant to the business of the Meeting.
8. The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser.
China Yuchai International Limited Your vote matters heres how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by 8:00 A.M. New York Time, on July 20, 2022 Online Go to www.investorvote.com/CYD or scan the QR code login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/CYD Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Annual General Meeting Proxy Card 1234 5678 9012 345 qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals The Board of Directors recommend a vote FOR all the nominees listed and FOR all other Proposals. For Against Abstain For Against Abstain 1. To receive and adopt the audited financial statements and 2. To approve an increase in the limit of the Directors fees + independent auditors report for the financial year ended as set out in Bye-law 10(11) of the Bye-laws of the December 31, 2021. Company from US$250,000 to US$538,493 for the financial year 2021 (Directors fees paid for the financial year 2020 was US$556,229). 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: 01Mr Kwek Leng Peck 02Mr Gan Khai Choon 03Mr Hoh Weng Ming 04Mr Neo Poh Kiat 05Mr Ho Raymond Chi-Keung 06Mr Xie Tao 07Mr Stephen Ho Kiam Kong 08Mr Li Hanyang 09Mr Wu Qiwei Mark here to vote FOR all nominees Mark here to WITHHOLD vote from all nominees 01 02 03 04 05 06 07 08 09 For All EXCEPTTo withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right. For Against Abstain For Against Abstain 4. To authorize the Board of Directors (the Board) to appoint up 5. To re-appoint Ernst & Young LLP as independent auditors of the to the maximum of 11 Directors or such maximum number as Company and to authorize the Audit Committee to fix determined from time to time by the shareholders in general their remuneration. meeting to fill any vacancies on the Board. B Authorized Signatures This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, 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. Date (mm/dd/yyyy) Please print date below. Signature 1 Please keep signature within the box. Signature 2 Please keep signature within the box. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MMMMMM 1UPX 544699 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 03NOQC
The Annual General Meeting of China Yuchai International Limited will be held on July 22, 2022 at 8:00 A.M. New York Time (8:00 P.M. Singapore Time), virtually via the internet at www.meetnow.global/MKFPQ7U, with no physical attendance at the Meeting. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. Important notice regarding the Internet availability of proxy materials for the Annual General Meeting. The material is available at: www.edocumentview.com/CYD. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/CYD qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q ProxyChina Yuchai International Limited + Annual General MeetingJuly 22, 2022 The undersigned hereby appoints, or failing whom, the Chairman of the Meeting or such other person as he may designate as proxy(ies), and hereby authorizes such proxy(ies) to attend and vote, as provided on the other side, the shares of the undersigned, with all the powers which the undersigned would possess at the Annual General Meeting of China Yuchai International Limited to be held at 8:00 A.M. New York Time (8:00 P.M. Singapore Time) on July 22, 2022, or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the proxy(ies) will have authority to vote FOR the election of the Board of Directors and FOR the other items. In their discretion, the proxy(ies) are authorized to vote upon such other business as may properly come before the Meeting. (Items to be voted appear on reverse side) C Non-Voting Items Change of Address Please print new address below. Comments Please print your comments below.