================================================================================ 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 JUNE 2005 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 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No. 333-111106) on Form F-3 and to be part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company with the U.S. Securities and Exchange Commission (the "SEC"). 1.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 June 20, 2005, to its shareholders of its annual general meeting to be held in Hong Kong on Friday, July 22, 2005. A copy of the notice setting forth the agenda for such meeting 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 Annual General Meeting, dated June 20, 2005. 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: June 29, 2005 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 Annual General Meeting, dated June 20, 2005. 1.2 Form of Proxy.
EXHIBIT 1.1 NOTICE OF ANNUAL GENERAL MEETING CHINA YUCHAI INTERNATIONAL LIMITED (the "Company") TO THE SHAREHOLDERS NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held on Friday, July 22, 2005 at 9:30 am at Hotel Nikko, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong for the following purposes: 1. To receive and adopt the audited financial statements and independent auditors' report for the year ended December 31, 2004. 2. To approve an increase in Directors' fees from US$250,000 to US$500,000 for the financial year 2005. 3. To re-elect the following Directors to hold office until the next annual general meeting of the Company: (i) Mr Teo Tong Kooi (ii) Mr Gao Jia Lin (iii) Mr Kwek Leng Peck (iv) Mr Gan Khai Choon (v) Mr Wong Hong Ren (vi) Mr Philip Ting Sii Tien (vii) Mr Raymond Chi-Keung Ho (viii) Mr Tan Aik-Leang (ix) Mr Neo Poh Kiat 4. To authorize the Board of Directors to appoint Directors up to the maximum of 11 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 Messrs KPMG as independent auditors of the Company and to authorize the Audit Committee to fix their remuneration. 6. To transact any other business as may properly come before the meeting or any adjournment thereof. By Order of the Board Teo Tong Kooi President June 20, 2005 NOTES: 1. 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. 2. Only shareholders of record at the close of business on June 29, 2005 shall be entitled to notice of and to vote at the Annual General Meeting. 3. With reference to the ordinary resolution proposed in item 2 above, the increase in Directors' fees payable takes into account the additional fees payable to the two additional independent Directors appointed during the year as well as any future appointment of Directors.
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 Annual General Meeting of the Company to be held at Hotel Nikko, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Friday, July 22, 2005 at 9:30 am and at any adjournment thereof. - ----------------------------------------------------------------------------------------------------------------------------------- Name of Proxy Address Passport Number Proportion of Shareholdings (%) - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- and/or (delete appropriate) - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- Resolutions For Against Abstain - ----------- --- ------- ------- 1. To receive and adopt the audited financial statements and [ ] [ ] [ ] independent auditors' report. 2. To approve an increase in Directors' fees from US$250,000 [ ] [ ] [ ] to US$500,000 for the financial year 2005. 3. To re-elect the following Directors: (i) Mr Teo Tong Kooi [ ] [ ] [ ] (ii) Mr Gao Jia Lin [ ] [ ] [ ] (iii) Mr Kwek Leng Peck [ ] [ ] [ ] (iv) Mr Gan Khai Choon [ ] [ ] [ ] (v) Mr Wong Hong Ren [ ] [ ] [ ] (vi) Mr Philip Ting Sii Tien [ ] [ ] [ ] (vii) Mr Raymond Chi-Keung Ho [ ] [ ] [ ] (viii) Mr Tan Aik-Leang [ ] [ ] [ ] (ix) Mr Neo Poh Kiat [ ] [ ] [ ] 4. To authorize the Board of Directors to appoint Directors [ ] [ ] [ ] to fill any vacancies on the Board. 5. To re-appoint Messrs KPMG as independent auditors of the [ ] [ ] [ ] Company. NOTES - -------------------------------------------------------------------------------- 1. You may appoint a proxy of your choice who need not be a shareholder 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 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 June 29, 2005 shall be entitled to notice of and to vote at the Annual General Meeting. - -------------------------------------------------------------------------------- Total No. of Shares Held: Date: ----------------------- ---------------------- ------------------------------------------ Signature(s) of Shareholder(s)/Common Seal
FOLD HERE - -------------------------------------------------------------------------------- PROXY FORM -------- Affix stamp here -------- CHINA YUCHAI INTERNATIONAL LIMITED 16 Raffles Quay #26-00 Hong Leong Building Singapore 048581