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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 6-K
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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
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CHINA YUCHAI INTERNATIONAL LIMITED
(Translation of Registrant's name into English)
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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.
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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report is filed, to the extent not superseded by documents or reports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
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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
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Tan Aik-Leang (Chairman)
Raymond Chi-Keung Ho
Neo Poh Kiat
COMPENSATION COMMITTEE
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Kwek Leng Peck
Wong Hong Ren
SPECIAL COMMITTEE
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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
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Name: Philip Ting Sii Tien
Title: Chief Financial Officer
and Director
EXHIBIT INDEX
1.1 News Release of the Company dated August 10, 2005.