China Yuchai International Limited
Table of Contents

 
 
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 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 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

SIGNATURES
EXHIBITS INDEX
Ex-1.1 News release of the Company dated February 27, 2007


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 Company’s 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No. 333-111106) on Form F-3 and to be part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company with the U.S. Securities and Exchange Commission (the “SEC”).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 Company’s 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 Company’s ability to control Guangxi Yuchai Machinery Company Limited (“Yuchai”); the Company’s ability to consolidate Yuchai’s 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 Company’s 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 Company’s 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
1.   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
1.1   News release of the Company dated February 27, 2007.

1


Table of Contents

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
         
  CHINA YUCHAI INTERNATIONAL LIMITED

 
 
  By:   /s/ Philip Ting Sii Tien    
  Name:   Philip Ting Sii Tien   
  Title:   Chief Financial Officer and Director   

2


Table of Contents

         
EXHIBITS INDEX
1.1   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 Yuchai’s 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 CYI’s 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 Company’s 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.”
CYI’s 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
CYI’s 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:   Mr Teo Tong Kooi, President and Director
Mr Philip Ting, Director and CFO
Note 1: The Company’s 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 People’s 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)
                                 
    Years Ended December 31  
    2004     2005     2006     2006  
    Rmb’000     Rmb’000     Rmb’000     US’000  
    Audited     Audited     Unaudited     Unaudited  
                            (Note)  
Net sales
    5,582,095       5,829,431       6,904,896       884,257  
Cost of goods sold
    4,006,886       4,527,046       5,548,450       710,547  
 
                       
Gross profit
    1,575,209       1,302,385       1,356,446       173,710  
 
Research and development cost
    136,960       123,876       167,653       21,470  
Selling, general and administrative expenses
    658,320       807,350       773,485       99,054  
Provision for uncollectible loans to a related party
          205,000              
 
                       
Operating income
    779,929       166,159       415,308       53,186  
Finance cost
    31,757       70,527       117,616       15,062  
Other net (income)/expenses
    (5,682 )     (26,716 )     (61,397 )     (7,863 )
Share of equity in loss/(income) of affiliates
          5,106       21,521       2,756  
 
                       
Income before income taxes and minority interests
    753,854       117,242       337,568       43,231  
Income tax expense
    105,165       20,875       62,126       7,956  
 
                       
Income before minority interests
    648,689       96,367       275,442       35,275  
 
Minority interests in income of consolidated subsidiaries
    157,292       27,880       76,056       9,740  
 
                       
Net income
    491,397       68,487       199,386       25,535  
 
                       
 
Net earnings per common share
  Rmb   Rmb   Rmb   US$
Basic and diluted
    13.90       1.88       5.35       0.69  
 
                       
 
Weighted average number of shares outstanding
    35,340,000       36,459,635       37,267,673       37,267,673  
 
Note: The Company’s 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 People’s 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)
                         
    As of   As of
    December 31, 2005   December 31, 2006
    (Audited)   (Unaudited)
 
                       
    RMB   RMB   US$
 
                       
Cash Balances
    736,195       745,935       95,526  
 
                       
Trade Accounts Receivable, Net
    1,146,227       1,441,755       184,634  
 
                       
Inventories, Net
    1,636,283       1,567,802       200,776  
 
                       
Investment in affiliated companies
    185,619       429,406       54,991  
 
                       
Amount due from related companies (net — trade, non-trade)
    184,598       122,019       15,626  
 
                       
Net Current Assets
    959,401       678,520       86,893  
 
                       
Total Assets
    6,613,785       7,883,923       1,009,633  
 
                       
Trade Accounts Payable
    1,642,980       1,975,458       252,982  
 
                       
Short-Term and Long-Term Borrowings
    962,835       1,646,717       210,882  
 
                       
Shareholders’ equity and accumulated other comprehensive income
    2,667,041       2,840,640       363,779  
 
Note: The Company’s 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 People’s 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.