================================================================================ United States Securities and Exchange Commission Washington, D.C. 20549 Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the Month of September 2004 Commission File Number 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 principal executive offices) (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 X Form 40-F ----- ----- (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 X ----- ----- If "Yes" is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b): Not applicable. ================================================================================
This Report on Form 6-K shall be deemed to be incorporated by reference in the prospectus, dated March 24, 2004, of China Yuchai International Limited (the "Company" or "CYI") included in the Company's Registration Statement (Registration No. 333-111106) on Form F-3 and to be part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company with the U.S. Securities and Exchange Commission (the "SEC"). 1. Other Events The Company has given notice, dated September 7, 2004, to its shareholders of a special general meeting of the Company to be held in Hong Kong on Monday, October 11, 2004. A copy of the notice is attached hereto as Exhibit 1.1 and is incorporated herein by reference. A form of proxy which has also been furnished by the Company to its shareholders is attached hereto as Exhibit 1.2 and incorporated herein by reference. 2. Exhibits 1.1 Notice of Special General Meeting, dated September 7, 2004. 1.2 Form of Proxy
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, thereunder duly authorized. Date: September 15, 2004 CHINA YUCHAI INTERNATIONAL LIMITED By: /s/ Philip Ting Sii Tien ------------------------------------------- Name: Philip Ting Sii Tien Title: Chief Financial Officer and Director
EXHIBIT INDEX 1.1 Notice of Special General Meeting, dated September 7, 2004. 1.2 Form of Proxy
Exhibit 1.1 NOTICE OF SPECIAL GENERAL MEETING CHINA YUCHAI INTERNATIONAL LIMITED (THE "COMPANY") - -------------------------------------------------------------------------------- TO THE SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT a Special General Meeting of the Company will be held on Monday, 11 OCTOBER 2004 AT 2.30 P.M. at the JW Marriott Hotel, Pacific Place, 88 Queensway, Hong Kong for the following purposes. 1. To consider the election of the following Directors nominated by Coomber to hold office until the next Annual General Meeting of the Company: (i) [To be advised by Coomber Investments Limited]; (ii) [To be advised by Coomber Investments Limited]. 2. To consider the election of [To be advised by Coomber Investments Limited] as the Chairman of the Board of Directors of the Company. 3. To consider the cancellation of the one special rights share of US$0.10 in the capital of the Company (the "Special Share") and all corresponding amendments required to be made to the Bye-Laws of the Company pursuant to and to reflect the cancellation of the Special Share. 4. To transact such other business as may properly come before the meeting or any adjournment thereof. BY ORDER OF THE BOARD Wrixon Frank Gasteen President September 7, 2004 NOTES: 1. The holder of the Special Share has the exclusive right to vote for the appointment and election of six Directors. Furthermore, no resolution of shareholders may be passed without the affirmative vote of the Special Share. 2. Coomber Investments Limited ("Coomber"), the holder of 8,601,550 shares of the Company being more than one-tenth in value of the paid-up share capital of the Company, has by way of a written requisition dated August 20, 2004 under Bye-Law 24 of the Bye Laws of the Company, requisitioned a Special General Meeting of the Company to consider and resolve the issues listed above. 3. Only shareholders of record at the close of business on September 10, 2004 shall be entitled to notice of and to vote at the Special General Meeting.
Exhibit 1.2 CHINA YUCHAI INTERNATIONAL LIMITED FORM OF PROXY PLEASE COMPLETE IN BLOCK CAPITALS I/We - -------------------------------------------------------------------------------- of ------------------------------------------------------------------------------ being (a) shareholder(s) of China Yuchai International Limited (the "Company"), hereby appoint the person(s) named below or failing him/her, the Chairman of the Meeting as my/our proxy(ies) to vote for me/us on my/our behalf at the Special General Meeting of the Company to be held at the JW Marriott Hotel, Pacific Place, 88 Queensway, Hong Kong on Monday, 11 October 2004 at 2.30 p.m. and at any adjournment thereof. - ----------------------------------------------------------------------------------------------------------------------------------- Name of Proxy Address Passport Number Proportion of Shareholdings (%) - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- and/or (delete appropriate) - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- Resolutions For Against Abstain - ----------- --- ------- ------- 1. To consider the election of the following Directors: i. [To be advised by Coomber Investments Limited]; and [ ] [ ] [ ] ii. [To be advised by Coomber Investments Limited]. [ ] [ ] [ ] 2. To consider the election of [To be advised by Coomber [ ] [ ] [ ] Investments Limited] as the Chairman of the Board of Directors of the Company. 3. To consider the cancellation of the Special Share and all [ ] [ ] [ ] corresponding amendments required to be made to the Bye-Laws of the Company pursuant to and to reflect the cancellation of the Special Share. 4. Any other business as may properly come before the meeting. [ ] [ ] [ ] NOTES - -------------------------------------------------------------------------------- 1. You may appoint a proxy(ies) of your choice who need not be a shareholder(s) of the Company by inserting the proxy's(ies') name on this proxy form in the space provided. If you do not enter a name(s) in the space(s) provided, the Chairman will be authorized to act as your proxy. 2. Where a shareholder appoints two proxies, 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. 3. If the proxy form is returned without an indication as to how the proxy must vote on a particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes. 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 to 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 not less than 48 hours before the time appointed for the meeting. 6. In the case of joint holders, the signature of the first holder will suffice but the names of all joint holders should be stated. 7. The holder of the Special Share of the Company has the exclusive right to vote for the appointment and election of six Directors. Furthermore, no resolution of shareholders may be passed without the affirmative vote of the Special Share. 8. Only shareholders of record at the close of business on 10 September 2004 shall be entitled to receive notice of and to vote at the Special General Meeting. - -------------------------------------------------------------------------------- Total No. of Shares Held: Date: ----------------------- ---------------------- ------------------------------------------ Signature(s) of Shareholder(s)/Common Seal
FOLD HERE - -------------------------------------------------------------------------------- SPECIAL GENERAL MEETING PROXY FORM -------- Affix stamp here -------- CHINA YUCHAI INTERNATIONAL LIMITED 16 Raffles Quay #26-00 Hong Leong Building Singapore 048581