China Yuchai International Limited
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 February 2007
Commission
File Number 1-13522
China Yuchai International Limited
(Translation of Registrants 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 þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): o
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 o No þ
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 incorporated by reference in the prospectus, dated March 24, 2004,
of China Yuchai International Limited (the Company or CYI) included in the Companys
Registration Statement (Registration No. 333-111106) 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date on which this report is filed, to the extent not superseded by documents or reports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 this Report on Form 6-K contains forward-looking
statements, as defined in the safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements, including without limitation, statements
relating to the Companys financial performance and prospects, are subject to certain risks and
uncertainties, which could cause actual results to differ materially from historical results or
those anticipated. Among the risks and factors that could cause actual results to differ materially
are: the Companys ability to control Guangxi Yuchai Machinery Company Limited (Yuchai); the
Companys ability to consolidate Yuchais financial results; changes in the capital markets and
interest rates; political, economic and social conditions in China such as government policies with
respect to foreign investment, economic growth, inflation and the availability of credit; the
effects of competition in the diesel engine market; the effects of inflation; the ability of Yuchai
to control its expenses, capital expenditures and receivables, finance its working capital and
capital expenditures and commercially introduce new products in the future; the Companys ability
to successfully implement the agreement it reached with Yuchai in July 2003 and the reorganization
agreement of April 2005, as amended; 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. Although the Company believes the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, the Company can give no assurance
that its expectations will be attained. In addition to the foregoing factors, a description of
certain other risks and uncertainties which could cause actual results to differ materially can be
found in the section captioned Risk Factors in the Companys Annual Report on Form 20-F filed
with the SEC under the Securities Exchange Act of 1934, as amended. Readers are cautioned not to
place undue reliance on these forward-looking statements, which are based on the current view of
management on future events. The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise.
OTHER EVENTS
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1. |
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Announcement of 2006 Performance |
On February 27, 2007 in Singapore, the Company issued a news release announcing its unaudited
consolidated financial results for the year ended December 31, 2006. A copy of the news release
dated February 27, 2007 is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
EXHIBITS
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1.1 |
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News release of the Company dated February 27, 2007. |
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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: February 27, 2007
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CHINA YUCHAI INTERNATIONAL LIMITED
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By: |
/s/ Philip Ting Sii Tien
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Name: |
Philip Ting Sii Tien |
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Title: |
Chief Financial Officer and Director |
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EXHIBITS INDEX
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1.1 |
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News release of the Company dated February 27, 2007. |
3
Ex-1.1 News release of the Company dated Feb 27, 2
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
CHINA YUCHAI INTERNATIONAL LIMITED ANNOUNCES
ITS UNAUDITED RESULTS OF OPERATIONS FOR 2006
SINGAPORE, FEBRUARY 27, 2007 China Yuchai International Limited (CYI or the Company) today
announced its unaudited results of operations for the year ended December 31, 2006. The net income
of CYI for the period was Rmb199.4 million (US$25.5 million) as compared to a net income of Rmb68.5
million (US$8.5 million) for 2005.
Net sales of Guangxi Yuchai Machinery Company Limited (Yuchai), the key operating subsidiary of
CYI, of Rmb6,904.9 million (US$884.3 million) for the year ended December 31, 2006 represents an
increase of 18.4% compared to that for the previous year of Rmb5,829.4 million (US$722.3 million).
The total unit sales of 283,583 diesel engines for the year ended December 31, 2006 was 23.2%
higher than the 230,228 diesel engines for the same period last year. This increase in net sales
was attributable primarily to higher unit sales of the 4-series light-duty diesel and industrial
engines.
The overall gross margin of 19.6% for 2006 was lower than the 22.3% gross margin of the previous
year mainly due to keen competition, product sales mix and higher raw material costs. Yuchai sold
37.2% more of the lower margin light-duty diesel and industrial engines and 4.9% more of the higher
margin medium-duty and heavy-duty diesel engines in 2006 compared to 2005.
Research and development expenses have increased due primarily to higher expenditures on Yuchais
engine development of Euro III and IV compliant engines. Selling, general and administration
expenses have decreased slightly due to lower transportation costs and provision for doubtful
debtors.
Interest expenses increased significantly to Rmb117.6 million (US$15.1 million) for the year ended
December 31, 2006 as compared to Rmb70.5 million (US$8.7 million) for the previous year because of
higher working capital loans utilized by Yuchai and bank loans obtained to finance CYIs
investments in HLG Enterprise Limited (HLGE) and Thakral Corporation Ltd (TCL) in 2006.
As at December 31, 2006, amount due from related companies (net- trade, non-trade) included a trade
amount of Rmb99 million owed to Yuchai by Yuchai Marketing Company Limited, a related company and
majority-controlled by the Yuchai State Holding Company known as Guangxi Yuchai Machinery Group Company.
Yuchai Marketing Company Limited has proposed a three-year repayment plan for the settlement of
this trade amount. Based on available information to-date, CYI believes
that no provision needs to be made at this time in its accounts for the year ended December 31,
2006 in connection with this trade amount owing.
As at December 31, 2006, the Companys equity interests in HLGE and TCL were 45.4% and 36.6%
respectively as compared to an equity interest in TCL of 16.0% as at December 31, 2005.
Trade accounts receivables have increased, for the year ended December 31, 2006, as a result of
higher sales volume while inventories have decreased primarily due to improved inventory
management.
Basic and diluted net income per share for the year ended December 31, 2006 was Rmb5.35 (US$0.69)
compared to a basic and diluted net income per share of Rmb1.88 (US$0.23) for 2005.
Mr Philip Ting, Director and CFO mentioned that based on information released by the National
Development and Reform Commission of China, China achieved a 10.7% economic growth in 2006, which
is the highest level of growth in the country in the past 11 years. Consequently, the demand for
new trucks and buses increased by 14% in 2006 and this demand is expected to remain positive in the
coming year mainly due to the continued spending, by the Chinese government on the construction of
highways and toll roads. The Chinese government is expected to continue to tighten credit lending
policies and manage its domestic interest rates so as to cool its economy.
CYIs share of equity loss in affiliates relating to investments in TCL and HLGE amounted to
Rmb21.5 million (US$2.8 million) for the year ended December 31, 2006 compared to a loss of Rmb5.1
million (US$0.6 million) relating to investments in TCL for the same period in 2005. TCL continued
to operate under difficult conditions due to keen competition. The TCL management intends to
continue to restructure some of its unprofitable business units and re-strategize its core consumer
electronics distribution business, seeking to achieve sustainable revenue and profitability. In
HLGE, plans are in progress to renovate some of its hotels in China so as to generate higher
occupancy and room rates. In addition, the HLGE management is continuing with its asset
rationalization programmes to dispose of its non-performing, non-core property assets. These CYI
affiliates are also exploring opportunities to expand and diversify their businesses.
NOTE The disclosure in this earnings release and the attached financial information are
based on unaudited results. CYI is required to release its audited financial statements for the
year ended December 31, 2006 on or prior to June 30, 2007.
GENERAL INFORMATION
CYIs key operating subsidiary, Yuchai, has established itself as a major manufacturer of diesel
engines in China with a significant market share and a strong brand name in China. Yuchai has an
extensive sales and marketing network in China, and its products are of good quality and provide
reliable performance. As part of its diversification plan, CYI has
made investments in HLGE which through its group companies carries on
the core business of hospitality and property development and TCL, a consumer electronics trading business, the
majority of the business operations of which are located in China.
CYI has filed with the U.S. Securities and Exchange Commission a copy of this press release on Form
6-K. A copy of such filing has also been sent to The New York Stock Exchange. Reference is made to
such filing for cautionary statements which identify factors that could affect the forward looking
statements contained in this press release.
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: |
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Mr Teo Tong Kooi, President and Director
Mr Philip Ting, Director and CFO |
Note 1: The Companys functional and reporting currency is Renminbi, the translation of amounts
from Renminbi to U.S. dollars is solely for the convenience of the reader. Translation of amounts
from Renminbi to U.S. dollars has been made at the rate of Rmb7.8087 = US$1.00, the rate quoted by
the Peoples Bank of China at the close of business on December 29, 2006. No representation is
made that the Renminbi amounts could have been, or could be, converted into U.S. dollars at that
rate or at any other certain rate on December 29, 2006 or at any other date.
Note 2: All financial data (both in Renminbi and U.S. dollars) is unaudited.
CHINA YUCHAI INTERNATIONAL LIMITED
CONSOLIDATED INCOME STATEMENTS
For the years ended December 31, 2004, 2005 and 2006
(RMB and US$ amounts expressed in thousands, except per share data)
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Years Ended December 31 |
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2004 |
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2005 |
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2006 |
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2006 |
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Rmb000 |
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Rmb000 |
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Rmb000 |
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US000 |
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Audited |
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Audited |
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Unaudited |
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Unaudited |
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(Note) |
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Net sales |
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5,582,095 |
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5,829,431 |
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6,904,896 |
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884,257 |
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Cost of goods sold |
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4,006,886 |
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4,527,046 |
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5,548,450 |
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710,547 |
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Gross profit |
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1,575,209 |
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1,302,385 |
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1,356,446 |
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173,710 |
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Research and development cost |
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136,960 |
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123,876 |
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167,653 |
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21,470 |
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Selling, general and administrative
expenses |
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658,320 |
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807,350 |
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773,485 |
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99,054 |
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Provision for uncollectible loans to a
related party |
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205,000 |
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Operating income |
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779,929 |
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166,159 |
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415,308 |
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53,186 |
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Finance cost |
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31,757 |
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70,527 |
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117,616 |
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15,062 |
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Other net (income)/expenses |
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(5,682 |
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(26,716 |
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(61,397 |
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(7,863 |
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Share of equity in loss/(income) of
affiliates |
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5,106 |
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21,521 |
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2,756 |
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Income before income taxes and
minority interests |
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753,854 |
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117,242 |
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337,568 |
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43,231 |
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Income tax expense |
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105,165 |
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20,875 |
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62,126 |
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7,956 |
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Income before minority interests |
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648,689 |
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96,367 |
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275,442 |
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35,275 |
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Minority interests in income of
consolidated subsidiaries |
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157,292 |
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27,880 |
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76,056 |
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9,740 |
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Net income |
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491,397 |
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68,487 |
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199,386 |
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25,535 |
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Net earnings per common share |
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Rmb |
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Rmb |
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Rmb |
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US$ |
Basic and diluted |
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13.90 |
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1.88 |
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5.35 |
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0.69 |
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Weighted average number of shares
outstanding |
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35,340,000 |
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36,459,635 |
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37,267,673 |
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37,267,673 |
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Note: The Companys functional and reporting currency is Renminbi, the translation of amounts from Renminbi to U.S.
dollars is solely for the convenience of the reader. Translation of amounts from Renminbi to U.S. dollars has been
made at the rate of Rmb7.8087 = US$1.00, the rate quoted by the Peoples Bank of China at the close of business on
December 29, 2006. No representation is made that the Renminbi amounts could have been, or could be, converted into
U.S. dollars at that rate or at any other certain rate on December 29, 2006 or at any other date.
Financial information relating to 2004 and 2005 are extracted from 2004 and 2005 audited financial statements.
CHINA YUCHAI INTERNATIONAL LIMITED
Selected Balance Sheet Items
(Rmb and US$ amounts expressed in thousands)
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As of |
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As of |
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December 31, 2005 |
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December 31, 2006 |
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(Audited) |
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(Unaudited) |
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RMB |
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RMB |
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US$ |
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Cash Balances |
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736,195 |
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745,935 |
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95,526 |
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Trade Accounts Receivable, Net |
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1,146,227 |
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1,441,755 |
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184,634 |
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Inventories, Net |
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1,636,283 |
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1,567,802 |
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200,776 |
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Investment in affiliated companies |
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185,619 |
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429,406 |
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54,991 |
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Amount due from related companies
(net trade, non-trade) |
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184,598 |
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122,019 |
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15,626 |
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Net Current Assets |
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959,401 |
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678,520 |
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86,893 |
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Total Assets |
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6,613,785 |
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7,883,923 |
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1,009,633 |
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Trade Accounts Payable |
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1,642,980 |
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1,975,458 |
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252,982 |
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Short-Term and Long-Term Borrowings |
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962,835 |
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1,646,717 |
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210,882 |
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Shareholders equity and
accumulated other comprehensive
income |
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2,667,041 |
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2,840,640 |
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363,779 |
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Note: The Companys functional and reporting currency is Renminbi, the translation of
amounts from Renminbi to U.S. dollars is solely for the convenience of the reader.
Translation of amounts from Renminbi to U.S. dollars has been made at the rate of
Rmb7.8087 = US$1.00, the rate quoted by the Peoples Bank of China at the close of
business on December 29, 2006. No representation is made that the Renminbi amounts
could have been, or could be, converted into U.S. dollars at that rate or at any other
certain rate on December 29, 2006 or at any other date.
Financial information
relating to 2005 are extracted from 2005 audited financial statements.