China Yuchai International Limited (CYD) SC 13D/A CHINA YUCHAI INTERNATIONAL / HONG LEONG ASIA ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 19)*

China Yuchai International Limited

(Name of Issuer)

Common Stock, Par Value $0.10 Per Share

(Title of Class of Securities)

G210821050

(CUSIP Number)

Mr. Tan Eng Kwee

Director and Chief Executive Officer

Hong Leong Asia Ltd.

16 Raffles Quay

#26-00 Hong Leong Building

Singapore 048581

65-62208411

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 21, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G210821050 Page 2 of 12

1	NAMES OF REPORTING PERSONS Well Summit Investments Limited (“Well Summit”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
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)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 7,935,810 shares*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,935,810 shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,935,810 shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

* See Item 5 of this Schedule.

CUSIP No. G210821050 Page 3 of 12

1	NAMES OF REPORTING PERSONS Hong Leong (China) Limited (“HLC”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
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)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 9,520,251 shares*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 9,520,251 shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,520,251 shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.3%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

* See Item 5 of this Schedule.

** In addition to the 9,520,251 shares of common stock of China Yuchai International Limited (“CYI”) beneficially owned by it through HL Technology Systems Pte Ltd, HLC 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 CYI’s board of directors.

CUSIP No. G210821050 Page 4 of 12

1	NAMES OF REPORTING PERSONS HL Technology Systems Pte Ltd (“HLT”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
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)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 9,520,251 shares*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 9,520,251 shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,520,251 shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.3%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

* See Item 5 of this Schedule.

** In addition to the 9,520,251 shares of common stock of CYI owned by it, HLT 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 CYI’s board of directors.

CUSIP No. G210821050 Page 5 of 12

1	NAMES OF REPORTING PERSONS Hong Leong Asia Ltd. (“HLA”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF    BK    WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 17,456,061 shares*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 17,456,061 shares*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,456,061 shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.7%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

* See Item 5 of this Schedule.

** In addition to the 9,520,251 shares of common stock of CYI beneficially owned by it through HLT and 7,935,810 shares of common stock of CYI beneficially owned by it through Well Summit, HLA also controls a special share of CYI through HLT. 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 CYI’s board of directors.

Page 6 of 12

This Amendment No. 19 amends the Schedule 13D previously filed with the Securities and Exchange Commission by Hong Leong Asia Ltd. on June 19, 1995, as amended by Amendment No. 1 to Schedule 13D filed on February 17, 1998, as subsequently amended and restated by Amendment No. 2 to Schedule 13D filed on July 19, 2002, as further amended by Amendment No. 3 to Schedule 13D filed on September 10, 2003, as further amended by Amendment No. 4 to Schedule 13D filed on October 7, 2003, as further amended by Amendment No. 5 to Schedule 13D filed on October 15, 2003, as further amended by Amendment No. 6 to Schedule 13D filed on November 28, 2003, as further amended by Amendment No. 7 to Schedule 13D filed on October 27, 2009, as further amended by Amendment No. 8 to Schedule 13D filed on October 28, 2009, as further amended by Amendment No. 9 to Schedule 13D filed on August 30, 2010, as further amended by Amendment No. 10 to Schedule 13D filed on May 25, 2011, as further amended by Amendment No. 11 to Schedule 13D filed on June 7, 2011, as further amended by Amendment No. 12 to Schedule 13D filed on August 12, 2011, as further amended by Amendment No. 13 to Schedule 13D filed on August 23, 2011, as further amended by Amendment No. 14 to Schedule 13D filed on November 22, 2011, as further amended by Amendment No. 15 to Schedule 13D filed on July 14, 2014, as further amended by Amendment No. 16 to Schedule 13D filed on July 16, 2015, as further amended by Amendment No. 17 to Schedule 13D filed on July 5, 2016, and as further amended by Amendment No. 18 to Schedule 13D filed on December 3, 2018 (as so amended, the “Statement”) with respect to the common stock, par value US$0.10 per share (the “Common Stock”), of China Yuchai International Limited, a Bermuda corporation (“CYI”). Capitalized terms used but not defined herein have the meanings given to them in the Statement.

Item 2 Identity and Background

Schedule 1 referred to in Item 2 is hereby amended and restated in its entirety by Schedule 1 hereto.

Item 4 Purpose of Transaction

The first and second sentences of Item 4 of the Statement are hereby amended and restated in their entirety as follows:

Of the 17,456,061 shares of Common Stock covered by this Statement, 9,520,251 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 remaining 7,935,810 shares of Common Stock covered by this Statement are owned of record by Well Summit.

Page 7 of 12

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 April 21, 2020, each of the Reporting Persons beneficially owns the number and percentage of shares of Common Stock of CYI issued and outstanding listed opposite its name:

Reporting Person	Number of shares of Common Stock beneficially owned		Percent of class (1)			Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition of		Shared power to dispose or to direct the disposition of
Well Summit		7,935,810		19.4	%		0		7,935,810		0		7,935,810
HLT		9,520,251		23.3	%		0		9,520,251		0		9,520,251
HLC		9,520,251		23.3	%		0		9,520,251		0		9,520,251
HLA		17,456,061		42.7	%		0		17,456,061		0		17,456,061

Note:

1. Based on 40,858,290 shares of Common Stock of CYI issued and outstanding as of April 21, 2020, based on information provided by CYI.

HLT owns of record 9,520,251 shares of Common Stock, which represents 23.3% of the 40,858,290 shares of Common Stock of CYI issued and outstanding as of April 21, 2020, based on information provided by CYI. 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.

Well Summit owns of record 7,935,810 shares of Common Stock, which represents 19.4% of the 40,858,290 shares of Common Stock of CYI issued and outstanding as of April 21, 2020, based on information provided by CYI.

HLC has an indirect interest in the 9,520,251 shares of Common Stock directly owned by HLT, which represents 23.3% of the 40,858,290 shares of Common Stock of CYI issued and outstanding as of April 21, 2020, based on information provided by CYI.

The 17,456,061 shares of Common Stock beneficially owned by HLA represents 42.7% of the 40,858,290 shares of Common Stock of CYI issued and outstanding as of April 21, 2020, based on information provided by CYI.

Shares held of record by HLT: HLT (together with HLC by virtue of its ownership of HLT and HLA by virtue of its ownership of HLC) has shared voting and dispositive power over the 9,520,251 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 (together with HLA by virtue of its ownership of Well Summit) has shared voting and dispositive power over the 7,935,810 shares of Common Stock owned by Well Summit.

Item 5(c) of the Schedule is hereby amended as follows:

Well Summit has effected the following purchase of shares of Common Stock during the 60 days prior to the date hereof:

Date of Purchase	Number of Shares of Common Stock Purchased		Average Price per Share Purchased (US$)		Manner of Purchase
April 21, 2020		396,907		11.85	Open market transaction

Except as set forth above, none of the Reporting Persons have effected any transaction in shares of Common Stock during the past 60 days.

Item 7 Material to be Filed as Exhibits

Joint Filing Agreement, dated August 30, 2010, among Hong Leong Asia Ltd., HL Technology Systems Pte Ltd, Hong Leong (China) Limited and Well Summit Investments Limited (incorporated herein by reference to Exhibit 7 to Amendment No. 9 to Schedule 13D filed with the Securities and Exchange Commission on August 30, 2010).

Page 8 of 12

SIGNATURE

After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information in this statement is true, complete and correct.

Dated: April 22, 2020	HONG LEONG ASIA LTD.
	By:	/s/ Tan Eng Kwee
	Name:	Tan Eng Kwee
	Title:	Director and Chief Executive Officer
	HL TECHNOLOGY SYSTEMS PTE LTD
	By:	/s/ Tan Eng Kwee
	Name:	Tan Eng Kwee
	Title:	Director
	HONG LEONG (CHINA) LIMITED
	By:	/s/ Tan Eng Kwee
	Name:	Tan Eng Kwee
	Title:	Director
	WELL SUMMIT INVESTMENTS LIMITED
	By:	/s/ Kwek Pei Xuan
	Name:	Kwek Pei Xuan
	Title:	Director

Page 9 of 12

Exhibit Index

Exhibit 7 Joint Filing Agreement, dated August 30, 2010, among Hong Leong Asia Ltd., HL Technology Systems Pte Ltd, Hong Leong (China) Limited and Well Summit Investments Limited (incorporated herein by reference to Exhibit 7 to Amendment No. 9 to Schedule 13D filed with the Securities and Exchange Commission on August 30, 2010)

Page 10 of 12

SCHEDULE I

The following is a list of the directors and executive officers of the Reporting Persons:

DIRECTORS AND EXECUTIVE OFFICERS OF

WELL SUMMIT INVESTMENTS LIMITED

Name	Business Address	Principal Occupation	Citizenship
Directors
Kwek Leng Peck	16 Raffles Quay #26-00 Hong Leong Building Singapore 048581	Executive Chairman	Singapore
Tan Eng Kwee	16 Raffles Quay #26-00 Hong Leong Building Singapore 048581	Chief Executive Officer	Singapore
Kwek Pei Xuan	16 Raffles Quay #26-00 Hong Leong Building Singapore 048581	Senior Business Development Manager	Singapore

Executive Officers

Nil

DIRECTORS AND EXECUTIVE OFFICERS OF

HL TECHNOLOGY SYSTEMS PTE LTD

Name	Business Address	Principal Occupation	Citizenship
Directors
Kwek Leng Peck	16 Raffles Quay #26-00 Hong Leong Building Singapore 048581	Executive Chairman	Singapore
Tan Eng Kwee	16 Raffles Quay #26-00 Hong Leong Building Singapore 048581	Chief Executive Officer	Singapore

Executive Officers

Nil

Page 11 of 12

DIRECTORS AND EXECUTIVE OFFICERS OF

HONG LEONG (CHINA) LIMITED

Name	Business Address	Principal Occupation	Citizenship
Directors
Kwek Leng Peck	16 Raffles Quay #26-00 Hong Leong Building Singapore 048581	Executive Chairman	Singapore
Tan Eng Kwee	16 Raffles Quay #26-00 Hong Leong Building Singapore 048581	Chief Executive Officer	Singapore

Executive Officers

Nil

Page 12 of 12

DIRECTORS AND EXECUTIVE OFFICERS OF

HONG LEONG ASIA LTD.

Name	Residential/Business Address	Principal Occupation	Citizenship
Directors
Kwek Leng Peck	16 Raffles Quay #26-00 Hong Leong Building Singapore 048581	Executive Chairman	Singapore
Tan Eng Kwee	16 Raffles Quay #26-00 Hong Leong Building Singapore 048581	Chief Executive Officer	Singapore
Ernest Colin Lee	9 Gleneagle Street Kenmore Qld 4069 Australia	Engineer	Australia
Kwong Ka Lo @ Caroline Kwong	50 Raffles Place #19-00 Singapore Land Tower Singapore 048623	Fund Management	Singapore
Ng Sey Ming	9 Straits View #06-07 Marina One West Tower Singapore 018937	Lawyer	Singapore
Tan Chian Khong	30 Lotus Avenue Lucky Park Singapore 277613	Company Director	Singapore
Executive Officers
Kwek Leng Peck	16 Raffles Quay #26-00 Hong Leong Building Singapore 048581	Executive Chairman	Singapore
Tan Eng Kwee	16 Raffles Quay #26-00 Hong Leong Building Singapore 048581	Chief Executive Officer	Singapore