================================================================================ 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 AUGUST 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 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No. 333-111106) on Form F-3 and to be part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company with the U.S. Securities and Exchange Commission (the "SEC").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 and the implementation of the reorganization agreement described below, 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. OTHER EVENTS 1. Second Quarter ended June 30, 2005 Earnings Release On August 10, 2005 in Singapore, the Company issued a news release announcing its interim results for the three months and six months ended June 30, 2005. A copy of the news release dated August 10, 2005 is attached hereto as Exhibit 1.1 and is incorporated herein by reference. 2. 2005 Annual General Meeting On July 22, 2005, the Company held its 2005 annual general meeting of shareholders in Hong Kong. All the resolutions were approved including each of the directors eligible for re-election at such annual general meeting were re-appointed with a term expiring upon the Company's next annual general meeting of shareholders. In addition, resolutions with respect to the Company's 2004 audited financial statements and KPMG's re-appointment as the Company's independent auditors for 2005 were also passed by the Company's shareholders.
The Company's directors and executive officers as of July 22, 2005 are set forth below: NAME POSITION ---- -------- Teo Tong Kooi President and Director Gao Jia Lin Vice President and Director Kwek Leng Peck Director Gan Khai Choon Director Raymond Chi-Keung Ho Director Wong Hong Ren Director Tan Aik-Leang Director Neo Poh Kiat Director Philip Ting Sii Tien Chief Financial Officer and Director Sheila Murugasu General Counsel Ira Stuart Outerbridge III Secretary In addition, the members of the committees of the board of directors of the Company as of July 22, 2005 are set forth below: AUDIT COMMITTEE --------------- Tan Aik-Leang (Chairman) Raymond Chi-Keung Ho Neo Poh Kiat COMPENSATION COMMITTEE ---------------------- Kwek Leng Peck Wong Hong Ren SPECIAL COMMITTEE ----------------- Wong Hong Ren (Chairman) Raymond Chi-Keung Ho Tan Aik-Leang 3. Thakral Corporation Limited ("TCL") On August 5, 2005, the Company entered into a sale and purchase agreement (the "Agreement") with ABSA Bank Limited ("ABSA") to acquire ABSA's interest in 17,795,664 ordinary shares of S$0.05 each in the capital of TCL (the "Sale Shares"), for a total purchase price of approximately S$1.4 million (approximately US$0.86 million) or S$0.0805 per Sale Share. Completion of this acquisition is expected to occur in early September, subject to the terms of the Agreement. Of the 17,795,664 Sale Shares, 7,834,395 of such Sale Shares are at the date hereof subject to a call option (the "Call Option") which is exercisable by certain members of the Thakral family (the "Thakral Family Members"). The Call Option was granted to the Thakral Family Members by the participating creditors in connection with a scheme of arrangement dated October 24, 2001 in relation to TCL sanctioned by the High Court of Singapore on November 2, 2001 (the "Scheme"). The Call Option may be exercised at any time up to March 26, 2006. The option price payable per TCL share under the Call Option is S$0.25 plus an interest of SIBOR (as defined in the Scheme) plus 0.5% per
annum from March 27, 2002 (the effective date of the Scheme) until the date of completion of the sale and purchase of the shares pursuant to an exercise of the Call Option. With this acquisition, the Company expects to increase its shareholding in TCL from its current level of 14.98% to 15.99%. EXHIBIT 1.1 News Release of the Company dated August 10, 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: August 10, 2005 CHINA YUCHAI INTERNATIONAL LIMITED By: /s/ Philip Ting Sii Tien ------------------------------------ Name: Philip Ting Sii Tien Title: Chief Financial Officer and Director
EXHIBIT INDEX 1.1 News Release of the Company dated August 10, 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 Q2 2005 PERFORMANCE SINGAPORE, AUGUST 10, 2005 - China Yuchai International Limited (CYI) today announced the performance for the quarter ended June 30, 2005 with net income of Rmb85.2 million (US$10.3 million) as compared to net income of Rmb98.9 million (US$12.0 million) for the same period in 2004. Net sales of Rmb1,754.4 million (US$212.0 million) for the quarter ended June 30, 2005 represents an increase of 53% compared to the same period last year of Rmb1,149.6 million (US$138.9 million). Total unit sales of 67,581 diesel engines for the quarter ended June 30, 2005 was 65% higher than the same period last year of 40,922 diesel engines. Net sales of Rmb3,515.3 million (US$424.7 million) for the six months ended June 30, 2005 represents an increase of approximately 29% compared to Rmb2,726.7 million (US$329.5 million) for the same period last year. Total unit sales of 138,514 diesel engines for the six months ended June 30, 2005 was approximately 32% higher than the same period last year of 105,323 diesel engines. This was mainly due to the strong unit sales arising from Yuchai's 6105 medium, 4-series light-duty diesel and industrial engines. The overall gross margin of 24.2% for the six months ended June 30, 2005 was 6.8% lower than the 31.0% gross margin of the same period last year mainly due to product sales mix and higher raw material costs. Yuchai sold 80% more of the lower margins light-duty diesel engines in the first half of 2005 compared to same period 2004. For the six months ended June 30, 2005, selling, general and administrative expenses increased by approximately 18.8% due mainly to higher transport charges and other operating expenses. For the period ended June 30, 2005, trade account receivables and inventories increased as a result of higher sales volume and normal seasonality factors. Bank borrowings have increased for the period ended June 30, 2005 mainly due to increased capital expenditure payments made and higher working capital requirements during the six months ended June 30, 2005. Basic and diluted net income per share for the six months ended June 30, 2005 was Rmb7.29 (US$0.88) compared to a basic and diluted net income per share of Rmb8.32 (US$1.01) for the same period in 2004.
CHINA YUCHAI INTERNATIONAL LIMITED 16 RAFFLES QUAY #26-00 HONG LEONG BUILDING SINGAPORE 048581 TEL : (65) 6220 8411 FAX : (65) 6226 0502 Mr Philip Ting, Director and CFO mentioned that "Yuchai's unit sales growth of approximately 32% in the first half of 2005 demonstrated that demand for trucks and buses remained to be good although CYI's net income has declined by approximately 12% for the six months ended June 30, 2005 due to gross margin decline from product sales mix and higher raw materials costs. Government industry statistics show that in the first half of 2005, there was an increase of approximately 8% in sales of trucks and buses in China compared to the same period last year. Yuchai management believes that the new super heavy-duty diesel engine - 6L/6M (previously called 6113) remains to have a positive outlook, arising from demand for bigger trucks and buses." 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$1.00, the rate quoted by the People's Bank of China at the close of business on June 30, 2005. No representation is made that the Renminbi amounts could have been, or could be, converted into U.S. dollars at that rate or at any other certain rate on June 30, 2005 or at any other date. Note 2: All financial data (both in Renminbi and U.S. dollars) is unaudited.
CHINA YUCHAI INTERNATIONAL LIMITED UNAUDITED CONSOLIDATED INCOME STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2005 (RMB AND US$ AMOUNTS EXPRESSED IN THOUSANDS, EXCEPT PER SHARE DATA)
CHINA YUCHAI INTERNATIONAL LIMITED SELECTED BALANCE SHEET ITEMS (RMB AND US$ AMOUNTS EXPRESSED IN THOUSANDS)