CYD Registers Shares for New Employee Equity Plan via Form S-8

Rhea-AI Filing Summary

China Yuchai International Limited (CYD) has filed a Form S-8 to register ordinary shares that may be issued under the company’s new 2025 Equity Incentive Plan. A Form S-8 allows a foreign private issuer to register securities for employee benefit plans, facilitating share-based compensation for directors, officers and employees. The filing incorporates CYD’s latest Form 20-F (FY-2024) and other future Exchange Act reports by reference, meaning any subsequent disclosures will automatically update the prospectus. Key exhibits include the full plan document (Ex. 4.3), an opinion of Bermuda counsel on share legality (Ex. 5.1) and the auditor’s consent (Ex. 23.1). The company’s bye-laws provide indemnification for directors and officers to the fullest extent permitted by Bermuda law, although indemnification for Securities Act liabilities remains subject to SEC policy.

• Purpose: Register shares for incentive awards, aligning employee and shareholder interests.
• Corporate governance: Detailed indemnification provisions and power of attorney included.
• Next steps: Shares may be issued once the registration statement is effective; any fundamental changes will trigger a post-effective amendment.

No financial metrics, share count or valuation were disclosed in the excerpt provided.

Positive

• Enhances employee alignment: Establishing a 2025 Equity Incentive Plan can improve retention and link compensation to company performance.
• Regulatory compliance: Filing includes legal opinions, auditor consents and automatic incorporation of future reports, demonstrating strong governance practices.

Negative

• Potential dilution risk: Issuing new shares under the plan could dilute existing shareholders, though the magnitude is unknown.
• Lack of quantitative detail: The excerpt does not disclose the number of shares or aggregate value being registered.

Insights

Securities Analyst

TL;DR: Routine S-8 filing registers shares for 2025 incentive plan; limited market impact expected absent share quantity details.

This Form S-8 is an administrative action enabling China Yuchai to issue equity awards under its 2025 plan. Such filings are customary and typically neutral to valuation unless the number of shares is large relative to current float, which is not specified here. Incorporation by reference streamlines future disclosure, while exhibits demonstrate legal compliance. Potential dilution exists but cannot be quantified from the available text, so overall impact is considered neutral.

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As filed with the Securities and Exchange Commission on July 8, 2025

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

China Yuchai International Limited

(Exact name of registrant as specified in its charter)

Bermuda
(State or other jurisdiction of incorporation
or organization) Not applicable (I.R.S. Employer Identification No.)

16 Raffles Quay #39-01A

Hong Leong Building

Singapore 048581

(Address of Principal Executive Offices)(Zip Code)

China Yuchai International Limited

2025 Equity Incentive Plan

(Full title of the plan)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies of all correspondence to:

Rajiv Gupta, Esq.

Stacey Wong, Esq.

Latham & Watkins LLP

9 Raffles Place

#42-02 Republic Plaza

Singapore 048619

                                         +65 6536 1161

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		Accelerated filer	☒
Non-accelerated filer		Smaller reporting company Emerging growth company	 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Part I of Form S-8 is omitted from this registration statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the plans covered by this registration statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by China Yuchai International Limited (the “Registrant”) with the U.S. Securities and Exchange Commission (the “Commission”) are incorporated by reference into this registration statement:

(a) the Registrant’s latest Annual Report on Form 20-F filed with the Commission on April 25, 2025 for the fiscal year ended December 31, 2024;

(b) The description of the Registrant’s ordinary shares, par value US$0.10 (the “Shares”), contained in “Item 10. Additional Information - A. Memorandum of Association and Bye-Laws” in the Registrant’s Annual Report on Form 20-F filed with the Commission on April 25, 2025 for the fiscal year ended December 31, 2024, as amended by any subsequent amendment or report filed for the purpose of amending the descriptions of the Shares.

All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and certain Reports on Form 6-K furnished by the Registrant to the Commission (which indicate that they are incorporated herein by reference) on or after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which de-registers all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of filing or furnishing of such reports and documents.

Any statement contained in this registration statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed amendment to this registration statement or in any document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 98 of The Companies Act 1981 of Bermuda (the “Act”) provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such officer, director, or auditor may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers, and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda under Section 281 of the Act.

The Registrant has adopted provisions in its bye-laws that provide that the Registrant shall indemnify its officers and directors to the maximum extent permitted under the Act, except that the indemnity will not extend to any matter in respect of any wilful negligence, wilful default, fraud or dishonesty which may attach to any of the said persons.

Pursuant to the form of indemnification agreement filed as Exhibit 4.7 to the Registrant’s Form 20-F for the fiscal year ended December 31, 2024, the Registrant may agree to indemnify its directors and officers against certain liabilities and expenses from their acting as a director or officer of the Registrant.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

Exhibit Number	Description
4.1*	Memorandum of Association of the Registrant (incorporated herein by reference to Amendment No. 1 to the Registration Statement on Form F-1, filed by the Registrant on December 8, 1994 (File No. 33-86162), or the Form F-1).
4.2*	Bye-laws of the Registrant (incorporated herein by reference to the Form F-1).
4.3#	China Yuchai International Limited 2025 Equity Incentive Plan
5.1#	Opinion of Conyers Dill & Pearman, counsel to the Registrant, as to the legality of the Shares being registered.
23.1#	Consent of Ernst & Young LLP, an independent registered public accounting firm
23.2#	Consent of Conyers Dill & Pearman (included in Exhibit 5.1).
24.1#	Power of Attorney (included on signature page).
107#	Filing Fee Table

* Incorporated by reference.

# Filed herewith.

ITEM 9. UNDERTAKINGS

1. The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore on July 8, 2025.

CHINA YUCHAI INTERNATIONAL LIMITED
By: /s/ HOH Weng Ming

Name: HOH Weng Ming

Title: President and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Hoh Weng Ming as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and any subsequent registration statement filed by the registrant pursuant to Rule 462(b) of the Securities Act, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ HOH Weng Ming	President and Director	July 8, 2025
Name: HOH Weng Ming
/s/ LOO Choon Sen	Chief Financial Officer (principal financial officer and principal accounting officer)	July 8, 2025
Name: LOO Choon Sen
/s/ GAN Khai Choon	Director	July 8, 2025
Name: GAN Khai Choon
/s/ KWEK Leng Peck	Director	July 8, 2025
Name: KWEK Leng Peck
/s/ STEPHEN HO Kiam Kong	Director	July 8, 2025
Name: STEPHEN HO Kiam Kong
/s/ LI Hanyang	Director	July 8, 2025
Name: LI Hanyang
/s/ WU Qiwei	Director	July 8, 2025
Name: WU Qiwei
/s/ NEO Poh Kiat	Independent Director	July 8, 2025
Name: NEO Poh Kiat
/s/ XIE Tao	Independent Director	July 8, 2025
Name: XIE Tao
/s/ WONG Hong Wai	Independent Director	July 8, 2025
Name: WONG Hong Wai

AUTHORIZED REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of China Yuchai International Limited, has signed this registration statement in New York, on July 8, 2025.

Authorized U.S. representative

By: /s/ Colleen A. De Vries
Name: Colleen A. De Vries
Title: Senior Vice President on behalf of Cogency Global Inc.

FAQ

What did China Yuchai (CYD) file on July 8 2025?

CYD filed a Form S-8 to register ordinary shares for its 2025 Equity Incentive Plan.

Does the filing specify how many shares CYD will issue?

The provided excerpt does not disclose the share count or dollar value being registered.

Why is a Form S-8 important to investors?

It enables the company to issue equity to employees, which can create dilution but also aligns employee incentives with shareholder value.

Which documents are incorporated by reference in this S-8?

CYD’s latest Form 20-F (filed April 25 2025) and all subsequent Exchange Act reports are incorporated by reference.

What legal opinion is included in the exhibits?

Exhibit 5.1 contains the opinion of Conyers Dill & Pearman on the legality of the shares being registered.