China Yuchai International Limited (“CYI”) Enters into Cooperation Agreement
Exhibit 99.2
CHINA YUCHAI INTERNATIONAL LIMITED
00 XXXXXXX XXXX #00-00 XXXX XXXXX XXXXXXXX XXXXXXXXX 000000
TEL: (00) 0000 0000 FAX: (00) 0000 0000
TEL: (00) 0000 0000 FAX: (00) 0000 0000
FOR IMMEDIATE RELEASE
China Yuchai International Limited (“CYI”)
Enters into Cooperation Agreement
Singapore (July 5, 2007) — CYI entered into a Cooperation Agreement dated June 30, 2007
with Guangxi Yuchai Machinery Company Limited (“Yuchai”), a subsidiary of CYI, Xxxxxxx Investments
Limited (“Xxxxxxx”), a shareholder of CYI, and Guangxi Yuchai Machinery Group Company Limited, a
shareholder of Yuchai (the “State Holding Company”). The Cooperation Agreement amends certain
terms of the Reorganization Agreement dated April 7, 2005, as amended, among CYI, Yuchai and
Xxxxxxx, and as so amended, incorporates the terms of the Reorganization Agreement. The
Reorganization Agreement was scheduled to terminate on June 30, 2007.
While most of the governance provisions of the Reorganization Agreement have been performed, four
key provisions remain to be performed. First, the restructuring and spin-off of Yuchai have not
been effected. Second, Yuchai has not paid the anti-dilution fee of US$20 million to CYI. Third,
while various amendments to Yuchai’s Articles of Association and corporate governance have been
ratified and adopted by Yuchai, these amendments are still in the process of being approved by the
relevant Chinese authorities. The parties are continuing to seek the required approvals. Finally,
RMB 205 million in loans due to Yuchai from Yuchai Marketing Co., Ltd (“YMCL”) also referred to as
Yuchai Marketing and Logistic Company Limited, a wholly-owned subsidiary of Xxxxxxx and the State
Holding Company, still remain outstanding. As previously disclosed, Yuchai has agreed to extend
the maturity date of these loans to May 30, 2008. The repayment of these loans is guaranteed by
Xxxxxxx and the State Holding Company.
Pursuant to the amendments to the Reorganization Agreement, CYI has agreed that the restructuring
and spin-off of Yuchai will not be effected, and, recognizing the understandings that have been
reached between CYI and the State Holding Company to jointly undertake efforts to expand the
business of Yuchai, CYI will not seek to recover the anti-dilution fee of US$20 million from
Yuchai.
CYI’s Board of Directors approved the Cooperation Agreement, including the amendments to the
Reorganization Agreement described above, based upon its consideration of several factors,
including the following:
1. the new chairman of the board of directors of Yuchai, Mr. Xxx Xxxx, has been cooperative with,
and supportive of, CYI and relations among CYI, Yuchai, Xxxxxxx and the State Holding Company
continue to improve;
2. the management style of the new chairman has engendered more transparency in the affairs and
management of Yuchai;
CHINA YUCHAI INTERNATIONAL LIMITED
00 XXXXXXX XXXX #00-00 XXXX XXXXX XXXXXXXX XXXXXXXXX 000000
TEL: (00) 0000 0000 FAX: (00) 0000 0000
TEL: (00) 0000 0000 FAX: (00) 0000 0000
3. Yuchai’s board of directors has been reconstituted with CYI entitled to elect nine of
Yuchai’s 13 directors thereby reaffirming CYI’s right to effect all major decisions relating to
Yuchai;
4. regular meetings of the board of directors of Yuchai have been held since 2005;
5. Yuchai has affirmed CYI’s continued rights as Yuchai’s majority shareholder to direct the
management and policies of Yuchai;
6. the board of directors has approved the payment of dividends by Yuchai for each financial year
since 2005;
7. sound
corporate governance guidelines and practices have been adopted by
Yuchai and they continue to be fine-tuned on an ongoing basis such
that Yuchai follows international best practices and are in line with the Company Law in the PRC;
8. various board committees (inter alia, an Audit Sub-Committee, a Remunerations Sub-Committee, a
Nominations Sub-Committee and a Finance Sub-Committee) have been put in place and utilized by
Yuchai. The Finance Sub-Committee is responsible for reviewing the necessity and feasibility of
investment projects and making recommendations to Yuchai’s board of directors;
9. Yuchai has provided access to CYI’s independent auditors, and is cooperating with CYI’s five
secondees, including one business controller, one financial controller, one Xxxxxxxx-Xxxxx manager,
and two internal auditors, who are working full-time at Yuchai.
CYI will continue to implement its business diversification plan in consultation with Yuchai and
Xxxxxxx.
The Cooperation Agreement provides that the parties will explore new business opportunities and
ventures for the growth and expansion of Yuchai’s existing businesses. Although the parties to the
Cooperation Agreement expect to work towards its implementation as expeditiously as possible, no
assurance can be given as to when the transactions contemplated therein will be consummated. See
the cautionary statements contained in the first and second risk factors under “Item 3. Key
Information — Risk Factors” in CYI’s Annual Report on
Form 20-F filed with the U.S. Securities and Exchange Commission on August 8,
2006.
Conference Call
A
conference call to discuss these developments with investors will be
held on 9 July 2007 at
10.00 a.m. (New York time). To participate in the teleconference, please dial x00 0000 0000. The
access code is 209980#.
GENERAL INFORMATION
CYI has submitted a copy of this press release and the Cooperation Agreement on Form 6-K with the
U.S. Securities and Exchange Commission. A copy of such submission has also been sent to The New
York Stock Exchange.
China Yuchai International Limited
Executive Xxxxxx
00 Xxxxxxx Xxxx
#00-00 Xxxx Xxxxx Xxxxxxxx
Xxxxxxxxx 000000
Tel: (00) 0000 0000
Fax: (00) 0000 0000
Executive Xxxxxx
00 Xxxxxxx Xxxx
#00-00 Xxxx Xxxxx Xxxxxxxx
Xxxxxxxxx 000000
Tel: (00) 0000 0000
Fax: (00) 0000 0000
Contact persons:
|
Xx Xxx Xxxx Xxxx, President and Director | |
Xx Xxxxxx Xxxx, Director and CFO |