================================================================================ 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 November 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No. 333-05478) on Form F-3 and to be part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company with the U.S. Securities and Exchange Commission (the "SEC").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, economic growth, inflation and the availability of credit, the effects of competition in the diesel engine market, the effects of inflation, the ability of Guangxi Yuchai Machinery Company Limited, a subsidiary of the Company, to control its expenses, capital expenditures and receivables, finance its working capital and capital expenditures and commercially introduce new products in the future, 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 November 12, 2003 in Singapore, the Company issued a press release announcing its interim results for the nine months ended September 30, 2003. A copy of the press release dated November 12, 2003 is attached hereto as Exhibit 1.1 and is incorporated herein by reference. 2. Exhibits 1.1 Press release dated November 12, 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: November 12, 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 November 12, 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 INTERNATIONAL LIMITED ANNOUNCES 3Q 2003 PERFORMANCE SINGAPORE, NOVEMBER 12, 2003 - China Yuchai International Limited ("CYI") today announced results for the quarter ended September 30, 2003, with net income of Rmb77.5 million (US$9.4 million), which includes a non-recurring charge of Rmb12 million (US$1.5 million) for legal and professional fees during this quarter. This result compares with the net income of Rmb83.2 million (US$10.0 million) for the same period in 2002. Yuchai's net sales of Rmb929.3 million (US$113.0 million) for the three months ended September 30, 2003 represents an increase of approximately 12% compared to Rmb826.9 million (US$99.9 million) for the same period last year. Total unit sales of 35,700 diesel engines for the three months ended September 30, 2003 was 26% higher than for the same period last year. Yuchai's net sales of Rmb3,303.3 million for the nine months ended September 30, 2003 represents approximately 29% increase over same period last year. Yuchai's unit sales of 130,631 diesel engines for the nine months ended September 30, 2003 compared to 96,563 diesel engines sold for the same period in 2002. This unit sales increase of approximately 35% was primarily due to the strong growth in unit sales of the 6112 heavy-duty (increase of 36%) and 4-series light-duty diesel engines (increase of 130%), while 6108 medium-duty engines declined by 14%. Basic and diluted net income per share for the nine months ended September 30, 2003 was Rmb9.06 (US$1.10) compared to a basic and diluted net income per share of Rmb8.85 (US$1.07) for the same period in 2002. The overall gross margin declined by approximately 4% year-to-date as compared to the same period last year. This decline in gross margin was mainly attributed to the growth in sales of lower margin 4-series light-duty engines following expansion of the 4-series engine production capacity in Q2 2003. Selling, general and administrative expenses ("SG&A") increased by approximately 32% for the nine months ended September 30, 2003 due mainly to higher business volume which led to higher employee costs, traveling and depreciation expenses and legal and professional fees relating to the legal and arbitration proceedings against the Chinese shareholders. However, in the same period of 2002, there was a write-back of stock provision of Rmb31 million and assuming, for comparative purposes only, that this write-back is excluded, the increase in SG&A would only be 20% for the nine months ended September 30, 2003. This increase in SG&A is lower than the 29% net sales growth during this period. Finance costs of Rmb14.1 million for the nine months ended September 30, 2003 were lower than for the same period in 2002 due to the repayment of bank loans this year. Government industry statistics show that in the nine months to September 30, 2003 there was an increase in the sales of trucks and buses in China of approximately 15% compared to the same period last year. Yuchai was able to achieve an increase of approximately 35% in unit sales due to its successful marketing programs for its engines, with much of the increase coming from 4 series light-duty engines and 6112 heavy-duty engines (up to 285 horse power). Wrixon F. Gasteen, President, stated "We achieved our financial objectives even as we continue to operate in a challenging environment after Severe Acute Respiratory Syndrome ("SARS"). Our strategic initiatives remain firmly on track. The major capital expenditure program initiated this year, to construct a new heavy-duty engine manufacturing facility (capacity 20,000 units/year) and a new foundry for manufacturing high quality engine blocks and cylinder heads, is scheduled for completion in Q1 2004. This expansion will enable Yuchai to enter the higher growth, higher margin market for engines over 300 horse power (heavy-duty 6113 and 6M engines)
while reducing its cost base by replacing engine blocks and cylinder heads currently imported from Brazil with production from the new foundry." 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 Wrixon F. Gasteen, President Mr Philip Ting, Chief Financial Officer
CHINA YUCHAI INTERNATIONAL LIMITED UNAUDITED CONSOLIDATED INCOME STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2003 For Quarter ended Sept 30, For Year-To-Date Sept. 30, ------------------------------ ------------------------------------ 2002 2003 2003 2002 2003 2003 ------- ------- ------ --------- --------- ------- Rmb'000 Rmb'000 US$'000 Rmb'000 Rmb'000 US$'000 Net sales ......................................... 826,936 929,328 112,961 2,558,672 3,303,289 401,518 Cost of goods sold ................................ 564,815 632,920 76,932 1,676,623 2,304,259 280,085 ------- ------- ------ --------- --------- ------- Gross profit ...................................... 262,121 296,408 36,029 882,049 999,030 121,433 Research and development cost ..................... 11,766 23,140 2,813 53,965 53,149 6,460 Selling, general and administrative expenses ...... 113,067 137,836 16,754 321,240 423,784 51,511 ------- ------- ------ --------- --------- ------- Operating income .................................. 137,288 135,432 16,462 506,844 522,097 63,461 Finance Cost ...................................... 8,501 3,972 483 21,061 14,136 1,718 Other non-operating (income)/expenses, net ........ (2,955) 3,989 485 381 (2,975) (362) ------- ------- ------ --------- --------- ------- Income before income taxes and minority interest .. 131,742 127,471 15,494 485,402 510,936 62,105 Income tax expense ................................ 22,889 21,497 2,613 75,606 82,733 10,056 ------- ------- ------ --------- --------- ------- Income before minority interest ................... 108,853 105,974 12,881 409,796 428,203 52,049 Minority interest in profit of consolidated subsidiaries ..................................... 25,639 28,501 3,464 96,896 108,199 13,152 ------- ------- ------ --------- --------- ------- Net income ........................................ 83,214 77,473 9,417 312,900 320,004 38,897 ======= ======= ====== ========= ========= ======= 2002 Sept 2003 Sept 2003 Sept 2002 Sept 2003 Sept 2003 Sept --------- --------- --------- --------- --------- --------- Rmb Rmb US$ Rmb Rmb US$ Net income attributable to common share Basic and diluted................................ 2.35 2.19 0.27 8.85 9.06 1.10 ========= ========= ========= ========= ========= =========
SELECTED BALANCE SHEET ITEMS (UNAUDITED) (RMB$ AMOUNTS EXPRESSED IN THOUSANDS) As of As of December 31, 2002 September 30, 2003 ----------------- ------------------------ RMB RMB US$ Cash Balances ..................... 643,200 453,068 55,070 Trade Accounts Receivables, Net ... 1,003,135 1,068,116 129,831 Net Current Assets ................ 1,340,832 823,882 100,144 Total Assets ...................... 3,985,459 4,118,518 500,610 Trade Accounts Payable ............ 628,901 628,901 76,443 Short-term and long-term bank loans 315,000 398,000 48,377 Shareholders' Equity .............. 2,161,903 1,873,488 227,724