CHINA YUCHAI
INTERNATIONAL LIMITED
SINGAPORE, July 6, 2023
/PRNewswire/ --
To all Shareholders
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the
"Meeting") of CHINA YUCHAI INTERNATIONAL
LIMITED (NYSE: CYD) (the "Company") will be
held at Grand Copthorne Waterfront Hotel Singapore, 392 Havelock
Road, Singapore 169663 on
Monday, August 7, 2023 at
9.00 a.m. (Singapore time) for the following
purposes:
As Ordinary Business
1. To receive and adopt the audited financial statements
and independent auditors' report for the financial year ended
December 31, 2022.
2. 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$540,000 for the financial year 2022
(Directors' fees paid for the financial year 2021 was US$538,493).
3. (a) 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. Stephen Ho Kiam
Kong
(iv) Mr. Hoh Weng Ming
(v) Mr. Li Hanyang
(vi) Mr. Wu Qiwei
(vii) Mr. Xie Tao
(viii) Mr. Neo Poh Kiat
(b) To elect Mr. Wong Hong Wai pursuant to Bye-law 4(2) of the
Bye-laws of the Company to hold office as a Director until the next
annual general meeting of the Company.
(c) To note that Mr. Ho Raymond
Chi-Keung will be retiring pursuant to Bye-law 4(2) of the Bye-laws
of the Company and he will not be seeking re-election at this
Meeting.
4. To authorize the Board of Directors 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.
5. To re-appoint Ernst & Young LLP as independent
auditors of the Company and to authorize the Audit Committee to fix
their remuneration.
As Special Business
6. To approve the following amendments to the Bye-laws of
the Company:
(i) to insert a new definition of
"Treasury Shares" in Bye-law 1 as Bye-law 1(12A) immediately after
the existing Bye-law 1(12) as follows:
"(12A) "Treasury Share" means a share of
the Company that was or is treated as having been acquired and held
by the Company and has been held continuously by the Company since
it was so acquired and has not been cancelled;"
(ii) to amend the existing Bye-law
34A(2) to read as follows:
"(2) Subject to
the provisions of the Act and these Bye-laws, the Company may from
time to time by resolution of the Board purchase its own shares for
cancellation or acquire them as Treasury Shares in accordance with
the Act at such prices and on such terms and conditions as the
Board may determine. Notwithstanding any other provision
of these Bye-laws, all the rights attaching to a Treasury Share
shall be suspended and shall not be exercisable by the Company
while it holds such Treasury Share and, except where required by
the Act, all Treasury Shares shall be excluded from the calculation
of any percentage or fraction of the share capital or shares of the
Company."
7. To transact any other business as may properly come
before the Meeting or any adjournment thereof.
By Order of the Board
Hoh Weng Ming
President
Date: July 6, 2023
Important Notes:
1. By resolution of the Board, only Members entered
in the Register of Members of the Company at the close of business
on June 21, 2023 (New York time) are entitled to receive notice
of and to attend and vote at the Meeting.
2. A Member is entitled to appoint one or more proxies to
attend the Meeting and vote in his stead.
3. A proxy need not be a Member of the
Company.
4. Members are encouraged to vote in advance by
internet, telephone or by mail per the instructions on the proxy
form not less than 48 hours before the time appointed for the
Meeting. Beneficial owners of shares held in street name will need
to follow the instructions provided by the broker, bank or other
nominee that holds their shares.
5. 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 to Vote Processing, c/o
Broadridge, 51 Mercedes Way,
Edgewood, NY 11717 not less
than 48 hours before the time appointed for the Meeting, that
is no later than 9.00 a.m. on Saturday,
August 5, 2023 Singapore time or 9.00 p.m. on Friday, August 4, 2023 New York time.
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.
For more information:
Investor Relations
Kevin Theiss
Tel: +1-212-510-8922
Email: cyd@bluefocus.com
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SOURCE China Yuchai International Limited