================================================================================ United States Securities and Exchange Commission Washington, D.C. 20549 Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the Month of August 2003 Commission File Number 1-13522 CHINA YUCHAI INTERNATIONAL LIMITED (Translation of registrant's name into English) 16 Raffles Quay #26-00 Hong Leong Building Singapore 048581 (Address of principal executive offices) (Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.) Form 20-F X Form 40-F ----- ----- (Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.) Yes No X ----- ----- If "Yes" is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b). Not applicable. ================================================================================
TABLE OF CONTENTS This Report on Form 6-K shall be deemed to be incorporated by reference in the prospectus, dated August 26, 1996, of China Yuchai International Limited (the "Company" or "CYI") included in the Company's Registration Statement (Registration No. 333-05478) on Form F-3 and to be part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company with the U.S. Securities and Exchange Commission (the "SEC"). The Company wishes to caution readers that the forward-looking statements contained in the press release, included herein as Exhibit 1.1, involve risks and uncertainties, and are subject to material change based on various important factors including, among others, political, economic and social conditions in China such as government policies with respect to foreign investment, the effects of uncertainties in the Chinese legal system which could limit the legal protections available to foreign investors, including with respect to the enforcement of foreign judgments in China, and the effects of China becoming a member of the World Trade Organization. These and other factors, and their effects on the Company's results of operations and financial condition, are more fully described in the Company's Form 20-F filings with the SEC under the Securities Exchange Act of 1934, as amended. 1. Other Events On August 4, 2003 in Singapore, the Company issued a press release announcing the resolution of certain disputed matters with respect to its investment in Guangxi Yuchai Machinery Company Limited ("Yuchai"). A copy of the press release dated August 4, 2003 is attached hereto as Exhibit 1.1 and is incorporated herein by reference. 2. Exhibits 1.1 Press release dated August 4, 2003.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunder duly authorized. Date: August 4, 2003 CHINA YUCHAI INTERNATIONAL LIMITED By: /s/ Philip Ting Sii Tien -------------------------------- Name: Philip Ting Sii Tien Title: Chief Financial Officer
EXHIBIT INDEX 1.1 Press release dated August 4, 2003.
Exhibit 1.1 CHINA YUCHAI INTERNATIONAL LIMITED 16 Raffles Quay #26-00 Hong Leong Building Singapore 048581 Tel : (65) 6220 8411 Fax : (65) 6226 0502 FOR IMMEDIATE RELEASE CHINA YUCHAI RESOLVES US$29.7 MILLION DIVIDEND DISPUTE Legal actions withdrawn Singapore, August 4, 2003 - China Yuchai International Limited ("CYI") has received today, US$29.7 million in dividends owed to it by its Chinese operating subsidiary, Guangxi Yuchai Machinery Company Limited ("Yuchai"). A Form 6K announcement containing the attached information will be released to the Securities & Exchange Commission today. "We are happy that a resolution has been reached. Most importantly, CYI has rightfully obtained its share of the August 2002 dividend and our two senior financial managers have returned to their positions, just two months after legal actions were taken. As a result, all legal actions will be discontinued. Both parties have agreed to fully support the developments of Yuchai and to explore all opportunities to increase shareholders' value," said Mr Wrix Gasteen, President of CYI. Mr Gasteen added that CYI would be announcing its first half 2003 financial results on 26 August 2003. "In order to provide more frequent information to investors, CYI will commence reporting its financial performance on a quarterly basis, commencing quarter three this year," said Mr Gasteen. **************************************************** China Yuchai International Limited Executive Office 16 Raffles Quay #26-00 Hong Leong Building Singapore 048581 Tel: (65) 6220 8411 Fax: (65) 6226 0502 Contact persons: Mr Wrixon F. Gasteen, President Mr Philip Ting, Chief Financial Officer
CHINA YUCHAI INTERNATIONAL LIMITED CHINA YUCHAI RESOLVES US$29.7 MILLION DIVIDEND DISPUTE On July 18 and 19, 2003, representatives of CYI met with representatives of Yuchai and the Yulin City Government to discuss certain disputed matters relating to CYI's investment in Yuchai. As a result of these meetings and subsequent communications, the parties have taken (or agreed to take) the following actions: - Yuchai has paid to CYI its share of the dividends declared by Yuchai in August 2002, amounting to RMB 245.7 million (US$29.7 million). - Yuchai has reinstated two senior managers of CYI who report to the CYI Board and who have been seconded to Yuchai, and afforded them access to Yuchai's operating and financial information. - CYI and Yuchai have agreed to withdraw their respective legal and arbitrational claims against each other and the related parties. - CYI has changed its nominees on Yuchai's Board of Directors to the following: Gao Jia Lin, Paul Wolansky, Wrixon Gasteen, Wong Hong Ren, Qin Xiaocong, Yuan Xucheng and Hermann Leung. - CYI has agreed that within 30 days of the date of this press release, CYI will declare a dividend to its shareholders representing 90% of the RMB 245.7 million (US$29.7 million) which it received from Yuchai with respect to the August 2002 dividends. - Yuchai has agreed that to the extent consistent with Chinese law and international practice it will implement corporate management procedures to improve the management and corporate governance of Yuchai. - CYI and Yuchai have agreed that they will work together in trying to jointly promote mutual plans to enhance CYI shareholder value, possibly including, to the extent permitted by applicable laws and regulations, by way of (1) creating a new Yuchai holding company and spinning it off (along with all of the Yuchai shares it owns) to CYI's shareholders in proportion to their economic interests and the listing of the new Yuchai holding company (without any golden or special share) on an international capital market; and (2) restructuring and/or recapitalizing the assets and capital of CYI so as to allow CYI to maintain its New York Stock Exchange listing. If the foregoing cannot be achieved, the parties have agreed to consider alternatives. CYI has delegated authority to its Special Committee to investigate and consider the foregoing. However, CYI recognizes that there are substantial impediments to achieving any such plans, and CYI intends to continue to work with the relevant Chinese authorities in considering the practicability of the plan mentioned in clause (1) above. No assurance can be given that CYI will be successful in implementing the items outlined above, or that the implementation thereof will effectively resolve all of the difficulties faced by CYI with respect to its investment in Yuchai, or that the implementation of the foregoing will not have an unintended material adverse effect on CYI's financial condition, results of operations, business or prospects.