- -------------------------------------------------------------------------------- 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 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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] 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): [ ] 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No. 333-111106) on Form F-3 and to be part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company with the U.S. Securities and Exchange Commission (the "SEC").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, 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. Other Events On November 10, 2005 in Singapore, the Company issued a news release announcing its interim results for the three months and nine months ended September 30, 2005. A copy of the news release dated November 10, 2005 is attached hereto as Exhibit 1.1 and is incorporated herein by reference. 2. Exhibits 1.1 Press Release of the Company dated November 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: November 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 Press Release of the Company dated November 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 Q3 2005 PERFORMANCE SINGAPORE, NOVEMBER 10, 2005 -- China Yuchai International Limited (CYI) today announced the performance for the quarter ended September 30, 2005 with net income of Rmb31.6 million (US$3.8 million) as compared to net income of Rmb101.6 million (US$12.3 million) for the same period in 2004. Net sales of Rmb1,074.3 million (US$130.4 million) for the quarter ended September 30, 2005 represents a decrease of 26.1% compared to the same period last year of Rmb1,454.3 million (US$175.7 million). Total unit sales of 43,773 diesel engines for the quarter ended September 30, 2005 was 4.0% lower than the same period last year of 45,617 diesel engines. This decline in net sales was primarily attributable to lower demand in the Chinese diesel engine market for Yuchai's medium and heavy duty engines. Net sales of Rmb4,589.7 million (US$557.3 million) for the nine months ended September 30, 2005 represents an increase of 9.7% compared to Rmb4,181.0 million (US$505.2 million) for the same period last year. Total unit sales of 182,287 diesel engines for the nine months ended September 30, 2005 was approximately 20.8% higher than the same period last year of 150,940 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 during the nine months ended September 30, 2005. The overall gross margin of 24.1% for the nine months ended September 30, 2005 was 4.2% lower than the 28.3% gross margin of the same period last year mainly due to product sales mix and higher raw material costs. Yuchai sold 44.3% more of the lower margins light-duty diesel engines and sold 2% less of the higher margin medium and heavy duty engines in the first nine months of 2005 compared to the same period in 2004. For the nine months ended September 30, 2005, selling, general and administrative expenses increased by approximately 15.0% due mainly to higher transport charges and other operating expenses. For the period ended September 30, 2005, trade account receivables and inventories increased as a result of higher sales volume and normal seasonality factors. Bank borrowings increased for the period ended September 30, 2005 mainly due to increased capital expenditure payments made and higher working capital requirements during the nine months ended September 30, 2005. Basic and diluted net income per share for the nine months ended September 30, 2005 was Rmb8.05 (US$0.98) compared to a basic and diluted net income per share of Rmb11.19 (US$1.35) for the same period in 2004. During the quarter ended September 30, 2005, CYI entered into an additional credit facility with a bank for US$50.0 million, intended to be used for CYI's long term general working capital requirements. CYI has not yet drawn down on such facility. CYI may use this facility as an additional source of liquidity in connection with CYI's business expansion program, when acquisition or other investment opportunities arise.
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 21% in the first nine months of 2005 was derived mainly in the first two quarters, as demand for trucks and buses was good in the first half of the year but declined marginally by about 4% in the third quarter. CYI's net income declined by approximately 27% for the nine months ended September 30, 2005 due to gross margin decline from product sales mix and higher raw materials costs. Government industry statistics indicate that in the first nine months of 2005, there was a decrease of approximately 2% in sales of trucks and buses in China compared to the same period last year. Notwithstanding the slowdown in demand for trucks and buses this year, Yuchai management is cautiously optimistic that the growth is expected to return in future periods due to the continuing development of highways throughout China and improvements in logistical efficiency. Yuchai management also believes that the new super heavy-duty diesel engine -- 6L/6M (previously called 6113) remains to have a positive outlook, arising from potential 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 8.092 = US$1.00, the rate quoted by the People's Bank of China at the close of business on September 30, 2005. No representation is made that the Renminbi amounts could have been, or could be, converted into U.S. dollars at that rate or at any other certain rate on September 30, 2005 or at any other date. Note 2: All financial data (both in Renminbi and U.S. dollars) is unaudited.
CHINA YUCHAI INTERNATIONAL LIMITED UNAUDITED CONSOLIDATED INCOME STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2005 (RMB AND US$ AMOUNTS EXPRESSED IN THOUSANDS, EXCEPT PER SHARE DATA) For Quarter ended September 30, For nine months ended September 30, -------------------------------------- ------------------------------------- 2004 2005 2005 2004 2005 2005 ---------- ---------- ---------- ---------- ---------- ---------- Rmb'000 Rmb'000 US$'000 Rmb'000 Rmb'000 US$'000 Net sales .................................. 1,454,281 1,074,349 130,444 4,181,013 4,589,674 557,263 Cost of goods sold ......................... 1,116,387 819,363 99,484 2,998,282 3,482,793 422,869 ---------- ---------- ---------- ---------- ---------- ---------- Gross profit ............................... 337,894 254,986 30,960 1,182,731 1,106,881 134,394 Research and development cost .............. 30,883 20,381 2,475 87,252 84,952 10,315 Selling, general and administrative expenses 148,262 164,883 20,020 472,457 543,304 65,966 ---------- ---------- ---------- ---------- ---------- ---------- Operating income ........................... 158,749 69,722 8,465 623,022 478,625 58,113 Finance cost ............................... 6,654 20,228 2,456 20,461 45,696 5,548 Other net (income)/expenses ................ 239 (7,602) (923) (5,641) (22,645) (2,749) Share of equity in loss of affiliates ...... -- 2,827 343 -- 523 64 ---------- ---------- ---------- ---------- ---------- ---------- Income before income taxes and minority interests ........................ 151,856 54,269 6,589 608,202 455,051 55,250 Income tax expense ......................... 17,228 15,229 1,849 86,972 77,336 9,390 ---------- ---------- ---------- ---------- ---------- ---------- Income before minority interests ........... 134,628 39,040 4,740 521,230 377,715 45,860 Minority interests in income of consolidated subsidiaries .............................. 33,024 7,433 902 125,656 86,558 10,510 ---------- ---------- ---------- ---------- ---------- ---------- Net income ................................. 101,604 31,607 3,838 395,574 291,157 35,350 ========== ========== ========== ========== ========== ========== Net income per common share Rmb Rmb US$ Rmb Rmb US$ Basic and diluted .......................... 2.88 0.85 0.10 11.19 8.05 0.98 ========== ========== ========== ========== ========== ========== Weighted average number of shares outstanding 35,340,000 37,267,673 37,267,673 35,340,000 36,166,146 36,166,146 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 Rmb 8.2361 = US$1.00, the average rate quoted by the People's Bank of China at the close of business for the period from January 1, 2005 to September 30, 2005. No representation is made that the Renminbi amounts could have been, or could be, converted into U.S. dollars at that rate or at any other certain rate on September 30, 2005 or at any other date.
CHINA YUCHAI INTERNATIONAL LIMITED SELECTED BALANCE SHEET ITEMS (RMB AND US$ AMOUNTS EXPRESSED IN THOUSANDS) As of As of December 31, 2004 September 30, 2005 ----------------- ------------------ (Audited) (Unaudited) --------- ----------- RMB RMB US$ Cash Balances ............................... 722,672 636,639 78,675 Trade Accounts Receivable, Net .............. 875,565 1,462,992 180,795 Inventories, Net ............................ 1,346,545 1,990,631 246,000 Investment in Associate company ............. Nil 189,276 23,391 Amount due from a related company (non-trade) 205,000 209,836 25,931 Net Current Assets .......................... 1,332,522 1,275,457 157,620 Total Assets ................................ 5,384,248 7,114,715 879,228 Trade Accounts Payable ...................... 1,089,717 2,079,482 256,980 Short-Term and Long-Term Borrowings ......... 530,000 970,047 119,877 Shareholders' Equity ........................ 2,483,084 2,874,424 355,218 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 Rmb 8.0920 = US$1.00, the rate quoted by the People's Bank of China at the close of business on September 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 September 30, 2005 or at any other date.