================================================================================ 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 June 2004 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. ================================================================================ This Report on Form 6-K shall be deemed to 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No. 333-111106) on Form F-3 and to be part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company with the U.S. Securities and Exchange Commission (the "SEC").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 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 June 1, 2004 in Singapore, the Company issued a press release relating to the composition of the Company's Board of Directors, Audit Committee and Special Committee, the expansion of the Special Committee's responsibilities and the adjournment of the Company's annual general meeting of shareholders. A copy of the press release dated June 1, 2004 is attached hereto as Exhibit 1.1 and is incorporated herein by reference. 2. Exhibits 1.1 Press Release of the Company dated June 1, 2004. 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: June 1, 2004 CHINA YUCHAI INTERNATIONAL LIMITED By: /s/ Philip Ting Sii Tien ------------------------------------- Chief Financial Officer and Director EXHIBIT INDEX 1.1 Press Release of the Company dated June 1, 2004.
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 NEW DIRECTORS SINGAPORE, JUNE 1, 2004 - China Yuchai International Limited (CYI) is pleased to announce the appointment of Mr. Raymond C. K. Ho and Mr. Liu Chee Ming as directors of CYI. These appointments were made at the meeting of the CYI board of directors held on May 28, 2004 to fill vacancies on the board of directors. Mr. Liu and Mr. Ho, together with each of the other CYI directors, will be eligible for re-election at CYI's adjourned annual general meeting of shareholders, scheduled to be held on July 2, 2004. Mr. Liu was also appointed to serve as Chairman of CYI's Audit Committee, and Mr. Ho was also appointed to serve on CYI's Audit Committee and Special Committee. Mr. Ho is a partner of Fred Kan & Co., a Hong Kong based law firm. He has been in private practice as a solicitor since 1983 in Hong Kong, Mainland China and Vancouver. He has held various public service positions with the Law Society of Hong Kong, Hong Kong Trade Development Council and Hong Kong International Arbitration Centre. He is also currently the Chairman of the Mainland Legal Affairs Committee of the Law Society of Hong Kong. Mr. Liu is the Managing Director of Platinum Holdings Company Limited, a Asian-focused integrated financial services group. Between 1976 and 1995, he held various positions with companies in the Jardine Fleming group, including as head of investment banking and a member of the executive committee of Jardine Fleming Holdings Limited between 1988 and 1995. He is also currently a member of the Takeovers Appeal Committee and Takeovers Panel of the Hong Kong Securities and Futures Commission. CYI's current directors and executive officers are set forth below:
Name Position ---- -------- Wrixon Frank Gasteen President and Director Gao Jia Lin Vice President and Director Gan Khai Choon Director Raymond C. K. Ho Director Kwek Leng Peck Director Liu Chee Ming Director Wong Hong Ren Director Philip Ting Sii Tien Chief Financial Officer and Director Sheila Murugasu General Counsel Ira Stuart Outerbridge III Secretary CHINA YUCHAI INTERNATIONAL LIMITED 16 RAFFLES QUAY #26-00 HONG LEONG BUILDING SINGAPORE 048581 TEL : (65) 6220 8411 FAX : (65) 6226 0502 In addition, the Audit Committee and Special Committee of the Company have been re-constituted with the following members: Pursuant to the requirements of the U.S. Securities and Exchange Commission, CYI's board of directors has designated Mr. Philip Ting as CYI's Audit Committee Financial Expert. CYI's Special Committee was formed in 2003 to review and take steps to resolve certain disputed matters arising from CYI's investment in its sole operating subsidiary, Guangxi Yuchai Machinery Company Limited ("Yuchai"). Steps taken by the Special Committee included instituting legal and arbitration proceedings against the Chinese shareholders of Yuchai in May 2003. These legal and arbitration proceedings were subsequently withdrawn following an agreement which CYI entered into with Yuchai in July 2003. The Special Committee's mandate has now been expanded to address issues relating to the implementation of this settlement agreement, as well as to review and resolve certain difficulties which CYI is experiencing in obtaining the cooperation of the Chinese shareholders of Yuchai in the management and operation of Yuchai. The annual general meeting of CYI's shareholders which had been scheduled to be held on May 28, 2004 was adjourned due to a lack of a quorum. CYI has rescheduled the meeting for Friday, July 2, 2004 at 2:00 pm at JW Marriott Hotel, Pacific Place, 88 Queensway, Hong Kong. A new notice with respect to such meeting will be distributed shortly. 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
Audit Committee Special Committee --------------- ----------------- Liu Chee Ming (Chairman) Gao Jia Lin Raymond C. K. Ho Wrixon Frank Gasteen Philip Ting Sii Tien Raymond C. K. Ho Wong Hong Ren