- -------------------------------------------------------------------------------- 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 MAY 2005 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No. 333-111106) on Form F-3 and to be part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company with the U.S. Securities and Exchange Commission (the "SEC").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 press release 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 growth 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; 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. 1. OTHER EVENTS On May 11, 2005 in Singapore, the Company issued a press release announcing its unaudited interim results for the three months ended March 31, 2005. A copy of the press release dated May 11, 2005 is attached hereto as Exhibit 1.1 and is incorporated herein by reference. 2. EXHIBITS 1.1 Press Release of the Company dated May 11, 2005.
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: May 11, 2005 CHINA YUCHAI INTERNATIONAL LIMITED By: /s/ Philip Ting Sii Tieng ------------------------------------------- Name: Philip Ting Sii Tien Title: Chief Financial Officer and Director
EXHIBIT INDEX 1.1 Press Release of the Company dated May 11, 2005.
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 GOOD PERFORMANCE FOR Q1 2005 SINGAPORE, MAY 11, 2005 - China Yuchai International Limited (CYI) today announced good performance for the quarter ended March 31, 2005 with net income of Rmb173.6 million (US$21.0 million) as compared to net income of Rmb195.1 million (US$23.6 million) for the same period in 2004. Net sales of Rmb1,761.0 million (US$212.8 million) for the quarter ended March 31, 2005 represents an increase of 12% compared to the same period last year of Rmb1,577.1 million (US$190.5 million). Total unit sales of 70,933 diesel engines for the quarter ended March 31, 2005 was 10% higher than the same period last year of 64,401 diesel engines. The overall gross margin of 28.2% for the quarter ended March 31, 2005 has declined by approximately 4.1% as compared to 32.3% gross margin for the first quarter of 2004. This decline was mainly due to the change in the product sales mix arising from increased sales of the lower margin 4-series light-duty engines and higher raw material costs during the first quarter of 2005. For the quarter ended March 31, 2005, selling, general and administrative expenses increased by approximately 7%, due mainly to higher transportation and other operating expenses. For the quarter ended March 31, 2005, trade account receivables and inventories increased as a result of higher sales volume and normal seasonality factors. Cash balances have decreased and bank borrowings have increased for the quarter ended March 31, 2005 mainly due to increased capital expenditure payments and higher working capital requirements during the first quarter of 2005. Basic and diluted net income per share for the quarter ended March 31, 2005 was Rmb4.91 (US$0.59) compared to a basic and diluted net income per share of Rmb5.52 (US$0.67) for the same period in 2004. Mr Philip Ting, Director and CFO mentioned that "the increase in unit sales of diesel engines by approximately 10% as compared to the same period of last year was primarily due to the continued growth in demand for trucks and buses in China. The Chinese government is increasing expansion of the new highways and toll roads which we believe led to this growth in Q1 2005. Yuchai has seen increasing levels of acceptance of the new super heavy-duty diesel engine - 6L/6M (previously called 6113) and the management believes that the future of this engine remains to be very positive arising from demand for bigger trucks and buses."
CHINA YUCHAI INTERNATIONAL LIMITED 16 RAFFLES QUAY #26-00 HONG LEONG BUILDING SINGAPORE 048581 TEL : (65) 6220 8411 FAX : (65) 6226 0502 As announced in our Form 6-K on March 23, 2005, CYI's acquisition of 264,000,000 newly-issued shares of Thakral Corporation Ltd ("TCL") described in CYI's February 7, 2005 press release was completed on March 23, 2005. As a result, CYI holds a 14.99% stake in TCL. This acquisition is accounted for as an investment in an associate company. General Information Yuchai has a strong brand name in China with an extensive sales and marketing network. Yuchai's products are of good quality and provide reliable performance. Yuchai has established itself as a major manufacturer of diesel engines in China with a significant market share. 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 Rmb 8.2765 = US$1.00, the rate quoted by the People's Bank of China at the close of business on March 31, 2005. No representation is made that the Renminbi amounts could have been, or could be, converted into U.S. dollars at that rate or at any other certain rate on March 31, 2005 or at any other date. Note 2: All financial data (both in Renminbi and U.S. dollars) is unaudited.
CHINA YUCHAI INTERNATIONAL LIMITED UNAUDITED CONSOLIDATED INCOME STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2005 (RMB AND US$ AMOUNTS EXPRESSED IN THOUSANDS, EXCEPT PER SHARE DATA) For Quarter ended March 31, ------------------------------------------- 2004 2005 2005 --------- --------- ------- Rmb'000 Rmb'000 US$'000 Net sales 1,577,145 1,760,957 212,766 Cost of goods sold 1,067,790 1,265,069 152,851 --------- --------- ------- Gross profit 509,355 495,888 59,915 Research and development cost 31,127 36,988 4,469 Selling, general and administrative expenses 174,901 186,748 22,564 --------- --------- ------- Operating income 303,327 272,152 32,882 Finance cost 5,944 9,862 1,192 Other net expense/(income) (1,557) (7,701) (931) --------- --------- ------- Income before income taxes and minority interests 298,940 269,991 32,621 Income tax expense 42,993 42,237 5,103 --------- --------- ------- Income before minority interests 255,947 227,754 27,518 Minority interests in income of consolidated subsidiaries 60,888 54,109 6,538 --------- --------- ------- Net income 195,059 173,645 20,980 ========= ========= ======= Net income attributable to common shares Rmb Rmb US$ Basic and diluted 5.52 4.91 0.59 ========= ========= ======= 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 Rmb8.2765 = US$1.00, the rate quoted by the People's Bank of China at the close of business on March 31, 2005. No representation is made that the Renminbi amounts could have been, or could be, converted into U.S. dollars at that rate or at any other certain rate on March 31, 2005 or at any other date.
CHINA YUCHAI INTERNATIONAL LIMITED SELECTED BALANCE SHEET ITEMS (RMB AND US$ AMOUNTS EXPRESSED IN THOUSANDS) As of As of December 31, 2004 March 31, 2005 ----------------- -------------- (Unaudited) (Unaudited) ----------- ----------- RMB RMB US$ Cash Balances 722,672 685,501 82,825 Trade Accounts Receivable, Net 875,565 1,672,867 202,122 Inventories, Net 1,346,545 1,735,179 209,651 Investment in Associate company Nil 155,796 18,824 Amount due from a related company (non-trade) 205,000 209,855 25,356 Net Current Assets 1,348,596 1,486,054 179,551 Total Assets 5,368,174 7,060,609 853,091 Trade Accounts Payable 1,089,717 1,960,152 236,833 Short-Term and Long-Term Borrowings 530,000 979,837 118,388 (including 2% Convertible Bond 2012) Shareholders' Equity 2,483,084 2,656,729 320,997 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 Rmb8.2765 = US$1.00, the rate quoted by the People's Bank of China at the close of business on March 31, 2005. 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 March 31, 2005 or at any other date.