NOTES TO THE CONSOLIDATED FINANCIAL  STATEMENTS  (RMB AND US$ AMOUNTS EXPRESSED IN THOUSANDS, EXCEPT PER SHARE DATA)  23.  Issued capital and reserves 31.12.2012 31.12.2013 31.12.2013 thousands thousands thousands Authorized shares Ordinary share of US$0.10 each 100,000 100,000 100,000 31.12.2012 31.12.2013 31.12.2013 Rmb’000 Rmb’000 US$’000 Ordinary shares issued and fully paid 37,267,673 ordinary shares issued and fully paid at US$0.10 per share 1,724,196 1,724,196 281,727 Special share issued and fully paid One special share issued and fully paid at US$0.10 per share * * * Non-redeemable convertible cumulative preference shares 21 21 3 *  Less than Rmb 1 (US$1). The holders of ordinary shares are entitled to such dividends as the Board of Directors of the Company may declare  from time to time. All ordinary shares are entitled to one vote on a show of hands and carry one vote per share on a  poll. The holder of special share is entitled to elect a majority of directors of the Company. In addition, no shareholders  resolution may be passed without the affirmative vote of the special share, including any resolution to amend the  Memorandum of Association or Bye-laws of the Company. The special share is not transferable except to HLA, HLC or  any of its affiliates. The Bye-Laws of the Company provides that the special share shall cease to carry any rights in the  event that HLA and its affiliates cease to own, directly or indirectly, at least 7,290,000 ordinary shares in the capital of  the Company. HLGE issued 197,141,190 NCCPS at an issue price of S$0.02 each on July 4, 2006, expiring on the 10 th  anniversary of the  NCCPS issue date, and 196,982,796 NCCPS have been converted into ordinary shares in the capital of HLGE. The NCCPS shall, subject to the terms and conditions thereof, carry the right to receive, out of the profits of HLGE  available for payment of dividends, a fixed cumulative preferential dividend of 10% per annum of the issue price for  each NCCPS (the “Preference Dividend”). Other than the Preference Dividend, the NCCPS holders shall have no further right to participate in the profits or assets  of HLGE. NCCPS holders shall have no voting rights except under certain circumstances referred to in the Singapore Companies  Act, Chapter 50 set out in the terms of the NCCPS. The NCCPS are not listed and quoted on the Official List of the Singapore Exchange. However, the holders of the NCCPS  are able to exercise their rights to convert the NCCPS into new ordinary shares at a 1 for 1 ratio, subject to the terms  and conditions of the NCCPS. Such new ordinary shares will be listed and quoted on the Official List of the Singapore  Exchange when issued. China Yuchai International Limited | Annual Report 2013 103