SINGAPORE, July 28 /PRNewswire-Asia/ -- China Yuchai International Limited (NYSE: CYD) ("China Yuchai" or the "Company"), refers to its announcement on July 9, 2009 on the decision of its Board of Directors to convene a special general meeting ("SGM") upon the receipt of five requisition notices from shareholders collectively holding more than 10% of the paid up capital of China Yuchai carrying the right to vote. The Board of Directors wishes to announce that an SGM will be convened on September 4, 2009 at 11.00 a.m. (Malaysia time).
The Notice of SGM containing the resolutions to be voted on at the SGM is attached to this announcement. A Letter to Shareholders setting out the Board's recommendations on the resolutions to be placed before the shareholders at the SGM will be dispatched to shareholders shortly.
About China Yuchai International
China Yuchai International Limited, through its subsidiary, Guangxi Yuchai Machinery Company Limited ("GYMCL"), engages in the manufacture, assembly, and sale of a wide array of light-duty, medium-sized and heavy-duty diesel engines for construction equipment, trucks, buses, and cars in China. GYMCL also produces diesel power generators, which are primarily used in the construction and mining industries. Through its regional sales offices and authorized customer service centers, the Company distributes its diesel engines directly to auto OEMs and retailers and provides maintenance and retrofitting services throughout China. Founded in 1951, GYMCL has established a reputable brand name, strong research & development team and significant market share in China with high-quality products and reliable after-sales support. In 2008, GYMCL sold approximately 372,000 diesel engines and was consistently ranked No. 1 in unit sales by China Association of Automobile Manufacturers. For more information, please visit http://www.cyilimited.com
For more information, please contact:
Kevin Theiss / Dixon Chen
Grayling
Tel: +1-646-284-9409
Email: kevin.theiss@us.grayling.com
dixon.chen@us.grayling.com
NOTICE OF SPECIAL GENERAL MEETING
CHINA YUCHAI INTERNATIONAL LIMITED
(the "Company")
To all Shareholders
PURSUANT TO five requisition notices dated between June 17, 2009 and
June 26, 2009 and lodged with the Company under section 74 of the Companies Act 1981 and bye-law 24 of the bye-laws of the Company on July 7, 2009 (Bermuda time) by Cede & Co., the nominee of the Depository Trust Company, on behalf of (i) Shah Capital Fund, L.P., (ii) Shah Capital Management, (iii) Theo W. Muller, (iv) Trellus Partners L.P., Trellus Partners L.P. II and Trellus Offshore Fund Limited and (v) Quasar Global Opportunity Fund, L.P. and Quasar Global Opportunity Fund International Ltd. NOTICE IS HEREBY GIVEN that a Special General Meeting (the "Meeting") of the Company will be held at Level 2, Millennium 4,5 & 6 of The Grand Millennium Kuala Lumpur, 160, Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia, on Friday, September 4, 2009 at 11:00 a.m. (Malaysia time) to consider and if thought fit approve resolutions relating to the following special business:
By way of ordinary resolutions
1. Amendments to the bye-laws to remove the Special Share provisions and
all related provisions.
2. Immediate removal of Mr. Teo Tong Kooi as an officer of the Company.
3. The appointment of a CEO who is qualified and competent to serve in
that capacity at a company which is publicly listed in the United
States.
4. Amendments to the bye-laws to permit the appointment of two
independent directors by shareholders who do not have any direct or
indirect interest in the Special Share nor are connected in any way
with Coomber, Goldman, Zhong Lin, the State Holding Company or Yulin
City Government.
By way of special resolutions
5. Immediate removal of Mr. Teo Tong Kooi as a director of the Company.
6. Immediate removal of Mr. Tan Aik-Leang as Audit Committee Chairman and
as a director of the Company.
By Order of the Board
Teo Tong Kooi
President
Date: July 28, 2009
Notes:
1. Pursuant to the bye-laws of the Company, no resolution of Members may
be passed, whether an ordinary resolution or a special resolution,
without the affirmative vote of the Special Share cast by the holder
of the Special Share.
2. Pursuant to the bye-laws of the Company, no resolution affecting the
rights of the Special Share may be approved without the consent in
writing of not less than 75% of the holders of Special Shares or the
sanction of an ordinary resolution of the holders of the Special
Shares, voting as a separate class.
3. "Ordinary Resolution" means a resolution passed by a majority of the
votes cast by Members of the Company as (being entitled to do so) vote
in person or, where proxies are allowed, by proxy, at a general
meeting of which notice specifying the intention to propose the
resolution has been duly given.
4. "Special Resolution" means a resolution passed by a majority of not
less than two thirds of the total common shares in issue and
outstanding at a general meeting of which not less than 21 clear days'
notice, specifying the intention to propose the resolution as a
special resolution, has been duly given.
5. The holder of the Special Share of the Company has the exclusive right
to vote for the appointment and election of six Directors ("Special
Directors"). If a Special Director (as defined above) is removed, the
holder of the Special Share is entitled to appoint another person to
fill the vacancy.
6. By resolution of the Board only Members entered in the register of
Members of the Company at the close of business on July 22, 2009 (New
York time) are entitled to receive notice of and to attend and vote at
the Meeting.
7. A Member is entitled to appoint one or more proxies to attend and vote
in his stead.
8. A proxy need not be a Member of the Company.
9. If a proxy is appointed, the proxy form and the power of attorney or
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, Republic of Singapore OR BNY Mellon Shareowner Services at POB
3550, S Hackensack NJ 07606-9250, U.S.A. not less than 48 hours before
the time appointed for the Meeting, that is no later than 11.00 a.m.
on Wednesday, September 2, 2009 (Singapore time) or 11.00 p.m. on
Tuesday, September 1, 2009 (New York time).
10. In the case of joint holders of shares the vote of the senior holder
who tenders a vote, whether in person or by proxy, will be accepted to
the exclusion of the votes of the other joint holder. For this purpose
seniority is determined by the order in which the names stand in the
register of Members of the Company.
11. The Company has retained Morrow & Co., LLC, 470 West Avenue, Stamford,
CT 06902 to aid in the solicitation of proxies.
