CHINA YUCHAI INTERNATIONAL LIMITED
SINGAPORE, June 10, 2025 /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 Caliche Board Room, Level 26, Hong Leong Building, 16 Raffles Quay, Singapore 048581 on Tuesday, July 8, 2025, at 11.00 a.m. local 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, 2024.
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$700,000 for the financial year ended December 31, 2024 (Directors’ fees paid for the financial year ended December 31, 2023 was US$552,384).
3. 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
(ix) Mr. Wong Hong Wai
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:
(a) the establishment and adoption of the Company’s 2025 Equity Incentive Plan (the “Equity Plan”), together with a Plan Summary setting out the salient points of the Equity Plan is available on an expanded version of this document at Events & Presentations | China Yuchai International Limited on the Company’s website;
(b) the authorization to the Compensation Committee of the Company to implement and administer the Equity Plan with such duties, power, discretion and authority as set forth, including the granting of share options, restricted stock and stock payments;
(c) the authorization to the Compensation Committee or the Boad of Directors of the Company to modify and/or amend the Equity Plan from time to time provided that such modifications and/or amendments are effected in accordance with the provisions of the Equity Plan and to do all such acts and to enter into such transactions, arrangements and agreements as may be necessary or desirable in order to give full effect to the Equity Plan; and
(d) the authorization to Directors to do all such acts and things (including executing all such documents as may be required) as they may consider necessary or desirable to give effect to the resolutions set out in the item 6 (a) to (c) above.
7. To transact any other business as may properly come before the Meeting or any other adjournment thereof.
By Order of the Board
Hoh Weng Ming
President
June 10, 2025
Important Notes:
- By resolution of the Board, only Members entered in the Register of Members of the Company at the close of business on May 27, 2025, are entitled to receive notice of and to attend and vote at the Meeting.
- A Member is entitled to appoint one or more proxies to attend the Meeting and vote in his stead.
- A proxy need not be a Member of the Company.
- 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.
- 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 11.00 a.m. Singapore Time on Sunday, July 6, 2025, or 11.00 p.m. Eastern Time on Saturday, July 5, 2025.
- 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
