UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
CHINA YUCHAI INTERNATIONAL LIMITED
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
G210821050
(CUSIP Number)
FEBRUARY 23, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. G210821050
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1 Names of Reporting Persons:
I.R.S. Identification Nos. of above persons (entities only).
Tai Tak Industries Pte Ltd
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
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4 Citizenship or Place of Organization:
Republic of Singapore
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Number of 5 Sole Voting Power
None
Shares ------------------------------------------
6 Shared Voting Power
Beneficially 1,927,673* ordinary shares, issuable
upon conversion of convertible bonds
Owned By Each ------------------------------------------
7 Sole Dispositive Power
Reporting None
------------------------------------------
Person With: 8 Shared Dispositive Power
1,927,673* ordinary shares, issuable
upon conversion of convertible bonds
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,927,673* ordinary shares, issuable upon conversion of convertible
bonds
--------------------------------------------------------------------------------
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
--------------------------------------------------------------------------------
11 Percent of Class Represented by Amount in Row (9)
5.2%
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12 Type of Reporting Person (See Instructions)
CO
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* See Item 4 of Schedule.
2
CUSIP No. G210821050
--------------------------------------------------------------------------------
1 Names of Reporting Persons:
I.R.S. Identification Nos. of above persons (entities only).
Tai Tak Securities Pte Ltd
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Citizenship or Place of Organization:
Republic of Singapore
--------------------------------------------------------------------------------
Number of 5 Sole Voting Power
None
Shares ------------------------------------------
6 Shared Voting Power
Beneficially 1,927,673* ordinary shares, issuable
upon conversion of convertible bonds
Owned By Each ------------------------------------------
7 Sole Dispositive Power
Reporting None
------------------------------------------
Person With: 8 Shared Dispositive Power
1,927,673* ordinary shares, issuable
upon conversion of convertible bonds
--------------------------------------------------------------------------------
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,927,673* ordinary shares, issuable upon conversion of convertible
bonds
--------------------------------------------------------------------------------
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
--------------------------------------------------------------------------------
11 Percent of Class Represented by Amount in Row (9)
5.2%
--------------------------------------------------------------------------------
12 Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
* See Item 4 of Schedule.
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ITEM 1.
(a) Name of Issuer
China Yuchai International Limited, a company organized under the laws
of Bermuda (the "Issuer").
(b) Address of Issuer's Principal Executive Offices
The principal executive offices of the Issuer are located at 16
Raffles Quay, #26-00, Hong Leong Building, Singapore 048581.
ITEM 2.
(a) Name of Person Filing
The persons filing this Statement are (i) Tai Tak Industries Pte Ltd
("TTI"), a company organized under the laws of the Republic of
Singapore and (ii) Tai Tak Securities Pte Ltd ("TTS"), a company
organized under the laws of the Republic of Singapore. TTI and TTS are
affiliates, both being wholly-owned subsidiaries of Tai Tak Estates
Sdn Bhd.
(b) Address of Principal Business Office or, if none, Residence
The address of the principal business offices of both TTI and TTS is
80 Raffles Place, #28-01, UOB Plaza 1, Singapore 048624.
(c) Citizenship
Each of TTI and TTS is a company organized under the laws of the
Republic of Singapore.
(d) Title of Class of Securities
This Statement relates to the ordinary shares, US$0.10 par value per
share, of the Issuer ("Ordinary Shares").
(e) CUSIP Number
The CUSIP number of the Ordinary Shares is G210821050.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13D-1(b) OR
240.13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
On February 23, 2005, the Issuer issued US$25 million in principal
amount of convertible bonds on a private placement basis to TTI and
TTS. US$17 million in principal amount of convertible bonds were
purchased by TTI and US$8 million in principal amount were purchased
by TTS. The convertible bonds bear interest at a rate of 2% per annum
and mature in 2012, unless redeemed earlier in accordance with their
terms. The convertible bonds are convertible by bondholders into newly
issued Ordinary Shares based on a conversion price of US$12.969 per
Ordinary Share, subject to customary adjustments. The number of
Ordinary Shares currently issuable upon full conversion of the
convertible bonds is approximately 1,927,673 Ordinary Shares, which is
approximately 5.4% and 5.2% of the Issuer's existing and enlarged
share capital, respectively. Based on TTI's and TTS' holding of
convertible bonds, and assuming that each of TTI and TTS convert all
of the convertible bonds currently held by them, TTI and TTS would own
approximately 1,310,818 and 616,855 Ordinary Shares, respectively
(based on the number of Ordinary Shares currently issuable upon full
conversion of the convertible bonds).
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(b) Percent of class:
The Ordinary Shares that may be beneficially owned by TTI and TTS
following the conversion of the convertible bonds held by them (based
on the number of Ordinary Shares currently issuable upon full
conversion of the convertible bonds) constitute approximately 3.7% and
1.7% of the Issuer's existing share capital, respectively.
(c) Number of shares as to which the person has:
With respect to the shared power to vote, or to direct the vote, and
to dispose, or to direct the disposition of, Ordinary Shares, please
see Item 4(a) above regarding qualifications as to beneficial
ownership.
(i) Sole power to vote or to direct the vote
None.
(ii) Shared power to vote or to direct the vote
1,927,673 Ordinary Shares, issuable upon conversion of
convertible bonds.
(iii) Sole power to dispose or to direct the disposition of
None.
(iv) Shared power to dispose or to direct the disposition of
1,927,673 Ordinary Shares, issuable upon conversion of
convertible bonds.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL
PERSON.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
TAI TAK INDUSTRIES PTE LTD
/s/ Calvin Han Leong Ho
------------------------------------
Name: Calvin Han Leong Ho
Title: Director
March 3, 2005
TAI TAK SECURITIES PTE LTD
/s/ Calvin Han Leong Ho
------------------------------------
Name: Calvin Han Leong Ho
Title: Director
March 3, 2005
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