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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)
China Yuchai International
(Name of Issuer)
Common Stock
(Title of Class of Securities)
G210882105
(CUSIP Number)
December 31, 2003
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/_X_/ Rule 13d-1(b)
* 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
disclosures provided in a prior cover page.
The information required on 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1745 (3-98) Page 1 of 8
CUSIP No. G210882105 13G Page 2 of 8
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RS Investment Management Co. LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)/ /
(b)/ /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH -0-
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH -0-
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8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
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12 TYPE OF REPORTING PERSON (See Instructions)
OO, HC
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CUSIP No. G210882105 13G Page 3 of 8
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RS Investment Management, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)/ /
(b)/ /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH -0-
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH -0-
---------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
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12 TYPE OF REPORTING PERSON (See Instructions)
IA, PN
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CUSIP No. G210882105 13G Page 4 of 8
ITEM 1.
(a) The name of the issuer is China Yuchai International (the
"Issuer").
(b) The principal executive office of the Issuer is located at
16 Raffles Quay #26-00, Singapore 0104.
ITEM 2.
(a-c) See Annex I for information on the persons filing this statement
(collectively, the "Filers").
(d) This statement relates to shares of common stock of the Issuer (the
"Stock").
(e) The CUSIP number of the Stock is G210882105.
CUSIP No. G210882105 13G Page 5 of 8
ITEM 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-
2(b) or (c), check whether the person filing is a:
(a) ___ Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) ___ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ___ Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) ___ Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) _X_ An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).
(f) ___ An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F).
(g) _X_ A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G)
(h) ___ A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) ___ A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3).
(j) ___ Group, in accordance with section 240.13d-1(b)(1)(ii)(J)
CUSIP No. G210882105 13G Page 6 of 8
ITEM 4. OWNERSHIP
See Items 5-9 and 11 on the cover page for each Filer.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following /x/.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Filers are a holding company of investment advisers and an investment
adviser whose clients have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Stock.
No individual client's holdings of the stock are more than five percent
of the outstanding Stock.
CUSIP No. G210882105 13G Page 7 of 8
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
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 acquired and are held in the ordinary course
of business and 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.
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.
Dated: February 14, 2004
RS INVESTMENT MANAGEMENT CO. LLC
By: /s/ G. Randall Hecht
G. Randall Hecht
Chief Executive Officer
RS INVESTMENT MANAGEMENT, L.P.
By: /s/ G. Randall Hecht
G. Randall Hecht
Chief Executive Officer
CUSIP No. G210882105 13G Page 8 of 8
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that they are filing this statement jointly
pursuant to Rule 13d-1(f)(1). Each of them is responsible for the timely
filing
of the Schedule 13G and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained therein; but none
of them is responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has
reason to believe that such information is accurate.
Dated: February 14, 2004
RS INVESTMENT MANAGEMENT CO. LLC
By: /s/ G. Randall Hecht
G. Randall Hecht
Chief Executive Officer
RS INVESTMENT MANAGEMENT, L.P.
By: /s/ G. Randall Hecht
G. Randall Hecht
Chief Executive Officer
Annex I
This Annex identifies certain entities which may be filing parties of the
attached Schedule or which may be referred to in the filing.
The principal office and principal place of business of the following entities
is 388 Market Street, Suite 200, San Francisco, CA 94111:
I. (a) RS Investment Management Co. LLC is a Delaware Limited Liability
Company.
(b) holding company
II. (a) RS Investment Management, L.P. is a California Limited Partnership.
(b) registered investment adviser