CUSIP No. |
G210821050 |
Page | 2 |
of | 8 |
1 | NAMES OF REPORTING PERSONS Well Summit Investments Limited (Well Summit) |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
AF | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Hong Kong | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 2,117,837 shares* | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 2,117,837 shares* | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
2,117,837 shares* | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
5.68% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO** |
CUSIP No. |
G210821050 |
Page | 3 |
of | 8 |
1 | NAMES OF REPORTING PERSONS Hong Leong (China) Limited (HLC) |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Singapore | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 7,831,169 shares* | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 7,831,169 shares* | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
7,831,169 shares* | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
21.01%** | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
* | See Item 5 of this Schedule. |
** | In addition to the 7,831,169 shares of common stock of CYI beneficially owned by it through HL Technology Systems Pte Ltd, Hong Leong (China) Limited also controls a special share of CYI through HL Technology Systems Pte Ltd. As discussed in Item 6 of Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on July 19, 2002, the special share entitles the holder thereof to select a majority of CYIs board of directors. |
CUSIP No. |
G210821050 |
Page | 4 |
of | 8 |
1 | NAMES OF REPORTING PERSONS HL Technology Systems Pte Ltd (HLT) |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Singapore | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 7,831,169 shares* | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 7,831,169 shares* | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
7,831,169 shares* | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
21.01%** | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
* | See Item 5 of this Schedule. |
** | In addition to the 7,831,169 shares of common stock of CYI owned by it, HL Technology Systems Pte Ltd also owns a special share of CYI. As discussed in Item 6 of Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on July 19, 2002, the special share entitles the holder thereof to select a majority of CYIs board of directors. |
CUSIP No. |
G210821050 |
Page | 5 |
of | 8 |
1 | NAMES OF REPORTING PERSONS Hong Leong Asia Ltd. (HLA) |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
BK WC | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Singapore | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 9,949,006 shares* | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 9,949,006 shares* | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
9,949,006 shares* | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
26.70%** | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
* | See Item 5 of this Schedule. |
** | In addition to the 7,831,169 shares of common stock of CYI beneficially owned by it through HL Technology Systems Pte Ltd and 2,117,837 shares of common stock of CYI beneficially owned by it through Well Summit, Hong Leong Asia Ltd. also controls a special share of CYI through HL Technology Systems Pte Ltd. As discussed in Item 6 of Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on July 19, 2002, the special share entitles the holder thereof to select a majority of CYIs board of directors. |
Item 1 | Security and Issuer | |
China Yuchai International Limited. | ||
Common Stock, par value $0.10 per share. | ||
16 Raffles Quay, #26-00 Hong Leong Building, Singapore 048581. |
Item 2 | Identity and Background | |
The first sentence of the third paragraph of Item 2(a), (b), (c) and (f) of the Statement is hereby amended and restated in its entirety as follows: | ||
The 7,831,169 shares of Common Stock covered by this Statement are owned of record by HLT, and in addition HLT holds the Special Share described in Item 6 of Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on July 19, 2002. The 2,117,837 shares of Common Stock covered by this Statement are owned of record by Well Summit. |
Item 3 | Source and Amount of Funds or Other Consideration | |
The first sentence of Item 3 of the Statement is hereby amended and restated in its entirety as follows: | ||
The 7,831,169 shares of Common Stock covered by this Statement are owned of record by HLT, and in addition HLT holds the Special Share described in Item 6 of Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on July 19, 2002. The 2,117,837 shares of Common Stock covered by this Statement are owned of record by Well Summit. |
Item 4 | Purpose of the Transaction | |
The first and second sentence of Item 4 of the Statement are hereby amended and restated in their entirety as follows: | ||
The 7,831,169 shares of Common Stock covered by this Statement are owned of record by HLT, and in addition HLT holds the Special Share described in Item 6 of Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on July 19, 2002. The 2,117,837 shares of Common Stock covered by this Statement are owned of record by Well Summit. |
Item 5 | Interest in Securities of the Issuer | |
Items 5(a) and (b) of the Schedule are hereby amended and restated in their entirety as follows: | ||
(a) and (b) As of October 27, 2009, HLT owns of record 7,831,169 shares of Common Stock and Well Summit owns of record 2,117,837 shares of Common Stock. HLT also holds the Special Share described in Item 6 of Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on July 19, 2002. HLC has an indirect interest in the 7,831,169 shares of Common Stock directly owned by HLT. The 9,949,006 shares of Common Stock beneficially owned by HLA represent approximately 26.70% of the 37,267,673 outstanding shares of Common Stock, based on the number of outstanding shares of Common Stock reported in CYIs Annual Report on Form 20-F for the year ended December 31, 2008, filed with the Securities and Exchange Commission on July 15, 2009. |
Shares held of record by HLT. HLT (HLC by virtue of its ownership of HLT and HLA by virtue of its ownership of HLC) has sole voting and dispositive power over the 7,831,169 shares of Common Stock owned by HLT and the Special Share described in Item 6 of Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on July 19, 2002. | ||
Shares held of record by Well Summit. Well Summit (and HLA by virtue of its ownership of Well Summit) has sole voting and dispositive power over the 2,117,837 shares of Common Stock owned by Well Summit. | ||
Item 5(c) of the Schedule is hereby amended as follows: | ||
(c) Well Summit has effected the following sales of shares of Common Stock during the 60 days prior to the date hereof. |
Number of Shares of | Average Price | |||||||||
Date of Sale | Common Stock Sold | per Share Sold (US$) | Manner of Sale | |||||||
October 22, 2009 |
456,325 | 10.9373 | Open market transaction | |||||||
October 23, 2009 |
49,168 | 11.3287 | Open market transaction | |||||||
October 26, 2009 |
1,529,744 | 11.5481 | Open market transaction |
Except as set forth above, none of the Reporting Persons has effected any transaction in shares of Common Stock during the past 60 days. |
Item 6 | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
No amendments to Item 6 |
Item 7 | Material to be Filed as Exhibits |
Joint Filing Agreement, dated October 27, 2009, among Hong Leong Asia Ltd., HL Technology Systems Pte Ltd, Hong Leong (China) Limited and Well Summit Investments Limited. |
Dated: October 27, 2009 | HONG LEONG ASIA LTD. |
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By: | /s/ Kwek Leng Peck | |||
Name : Kwek Leng Peck | ||||
Title : Director | ||||
HL TECHNOLOGY SYSTEMS PTE LTD |
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By: | /s/ Teo Tong Kooi | |||
Name : Teo Tong Kooi | ||||
Title : Director | ||||
HONG LEONG (CHINA) LIMITED |
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By: | /s/ Teo Tong Kooi | |||
Name : Teo Tong Kooi | ||||
Title : Director | ||||
WELL SUMMIT INVESTMENTS LIMITED |
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By: | /s/ Kwek Leng Peck | |||
Name : Kwek Leng Peck | ||||
Title : Director |
Exhibit 7 | Joint Filing Agreement, dated October 27, 2009, among Hong Leong Asia Ltd., HL Technology Systems Pte Ltd, Hong Leong (China) Limited and Well Summit Investments Limited |