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China Yuchai International Limited
 

 
 
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
January 22, 2008
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 þ      Form 40-F o
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): o
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): o
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 o      No þ
If “Yes” is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b): Not applicable.
 
 

 

 

Table of Contents
Exhibit Index
  99.1   Notice of Annual General Meeting of China Yuchai International Limited
 
  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, thereunder duly authorized.
Date: January 22, 2008
         
  CHINA YUCHAI INTERNATIONAL LIMITED
 		  
  By:   /s/ Teo Tong Kooi    
    Name:   Mr. Teo Tong Kooi   
    Title:   President and Director   
 

 

Ex-99.1 Notice of AGM of China Yuchai
 

Exhibit 99.1
NOTICE OF ANNUAL GENERAL MEETING
CHINA YUCHAI INTERNATIONAL LIMITED
To the Shareholders
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of CHINA YUCHAI INTERNATIONAL LIMITED (the “Company”) will be held at Hotel Nikko, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Thursday, 14 February, 2008 at 2:00 p.m. (Hong Kong time) for the following purposes:
As Ordinary Business
1.   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$506,850 for the financial year 2007 (Directors’ fees paid for FY 2006: US$318,082).
2.   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 Teo Tong Kooi
 
  (ii)   Mr Gao Jia Lin
 
  (iii)   Mr Kwek Leng Peck
 
  (iv)   Mr Gan Khai Choon
 
  (v)   Mr Ho Tuck Chuen
 
  (vi)   Mr Tan Aik-Leang
 
  (vii)   Mr Neo Poh Kiat
 
  (viii)   Mr Matthew Richards
 
  (ix)   Mr Yan Ping
 
  (x)   Mr Zhang Shi Yong
3.   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.
 
4.   To re-appoint Messrs KPMG Singapore as independent auditors of the Company and to authorize the Audit Committee to fix their remuneration.
 
5.   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
Date: 22 January, 2008
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 17 January 2008 (New York time) shall be entitled to receive notice of and to attend and vote at the Meeting.
 
3.   A shareholder is entitled to appoint no more than two proxies to attend and vote in his stead.

 

 

4.   A proxy need not be a member of the Company.
 
5.   If a proxy is appointed, the proxy form and the power of attorney to other authority (if any) under which it is signed, must be lodged with BNY Mellon Shareowner Services at: POB 3862, S Hackensack NJ 07606 (for US Holders) OR POB 3865, S Hackensack NJ 07606 (for Foreign Holders) not less than 48 hours before the time appointed for the meeting, that is no later than 1 a.m. on Tuesday, February 12, 2008 (New York time).

 

Ex-99.2 Proxy Form
 

Exhibit 99.2

             
 
  Please
Mark Here
for Address
Change or
Comments 		                     
         
    SEE REVERSE SIDE    
 
            
 
  Please mark
your votes as
indicated in
this example 		  X    
 
          
                                         
1. To approve an increase in the
  FOR   AGAINST   ABSTAIN     2.     To re-elect the following Directors:        
limit of the Directors’ fees as set out in the Bye-laws of the Company from US$250,000 to US$506,850 for the financial year 2007 (Directors’ fees paid for FY 2006:US$318,082).
  o   o   o           Nominees:
01 Mr Teo Tong Kooi
02 Mr Gao Jia Lin
03 Mr Kwek Leng Peck
04 Mr Gan Khai Choon 		 
05 Mr Ho Tuck Chuen
06 Mr Tan Aik-Leang
07 Mr Neo Poh Kiat
08 Mr Matthew Richards 		 
09 Mr Yan Ping
10 Mr Zhang Shi Yong 		  FOR
ALL
o 		  WITHHELD
FOR ALL
o
 
                                        
                        Withheld for the nominees you list below: (Write that nominee’s name in the space provided below.)        
 
                                        
                                 
                     
 
     
3. To authorize the Board of Directors to appoint Directors to fill any vacancies on the Board.
   FOR
o 		  AGAINST
o 		  ABSTAIN
o
            FOR   AGAINST   ABSTAIN
 
     
4. To re-appoint Messrs KPMG Singapore as independent auditors of the Company and to authorize the Audit Committee to fix their remuneration.
   o   o   o
                         
             
                     
Signature
      Signature       Date    
 
 
 
      
 
      
 
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.
 
()   FOLD AND DETACH HERE   ()
                       
 
  Name of Proxy     Address     Passport Number     Proportion of Shareholdings (%)  
 
 
                    
 
and/or (delete appropriate)
                    
 
 
                    
 
IMPORTANT – Please read the notes below before completing this form.
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 or such other person as he may designate will be authorized to act as your proxy.
 
2.  
A shareholder is entitled to appoint no more than two proxies to attend and vote in his stead. 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.  
The Company shall be entitled to reject a proxy form which is incomplete, improperly completed, illegible or where the true intentions of the appointer are not ascertainable from the instruction of the appointer specified on the proxy form.
 
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 BNY Mellon Shareowner Services at POB 3862, S Hackensack NJ 07606 (for US Holders) or POB 3865, S Hackensack NJ 07606 (for Foreign Holders) not less than 48 hours before the time appointed for the meeting, that is no later than 1 a.m. on Tuesday, February 12, 2008 (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.  
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 17 January, 2008 (New York time) shall be entitled to receive notice of and to attend and vote at the Annual General Meeting.

Choose MLinkSM for fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on to Investor ServiceDirect® at www.bnymellon.com/shareowner/isd where step-by-step instructions will prompt you through enrollment.

 

CHINA YUCHAI INTERNATIONAL LIMITED
PROXY
     I/We being (a) shareholder(s) of China Yuchai International Limited (the “Company”), hereby appoint the person(s) named on the reverse side 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 Hotel Nikko, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Thursday, 14 February, 2008 at 2:00 p.m. (Hong Kong time), and at any adjournment thereof.
(Continued and to be marked, dated and signed, on the other side)
                 
 
               
 
               
 
               
 
               
     
 
  Address Change/Comments (Mark the corresponding box on the reverse side)  
 
 
  
 
 
()   FOLD AND DETACH HERE   ()
You can now access your CHINA YUCHAI INTERNATIONAL LIMITED account online.
Access your China Yuchai International Limited shareholder account online via Investor ServiceDirect® (ISD).
The transfer Agent for China Yuchai International Limited, now makes it easy and convenient to get current information on your shareholder account.
 
  •   View account status
 
  •   View certificate history
 
  •   View book-entry information
  •   View payment history for dividends
 
  •   Make address changes
 
  •   Obtain a duplicate 1099 tax form
 
  •   Establish/change your PIN


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