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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 MAY 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report is filed, to the extent not superseded by documents or reports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
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. Declaration and payment of dividends
The board of directors of the Company has declared a dividend payment of US$0.39
per share, representing an interim ordinary dividend for the year ended December
31, 2004. This dividend will be paid to members whose names appeared on the
register of members of the Company on June 13, 2005. The payment date of this
dividend will be June 24, 2005.
The Company's board of directors declared such dividend following the Company's
receipt of dividends from Yuchai. Pursuant to Section 1.5(c) of the
Reorganization Agreement, dated April 7, 2005, among the Company, Yuchai and
Coomber Investments Limited (the "Reorganization Agreement"), Yuchai declared
and paid dividends to its shareholders for profits earned in the financial years
ended December 31, 2003 and 2004 of Rmb 0.64 per share (US$0.08 per share). The
Company accordingly received dividends of Rmb 231.3 million (US$27.9 million),
based on the Company's 76.4% shareholding in Yuchai. The US$0.39 per share
dividend being declared by the Company represents approximately 50% of the
amount of dividends paid to the Company by Yuchai, as contemplated in Section
1.5(c) of the Reorganization Agreement.
2. Changes to the Company's board of directors and committees
Mr. Tan Aik-Leang and Mr. Neo Poh Kiat have been appointed as directors of the
Company. These appointments were confirmed by the Company's board of directors
with effect from May 26, 2005 to fill vacancies on the board of directors. Mr.
Tan and Mr. Neo, together with each of the other directors, will be eligible for
re-election at the Company's next annual general meeting of shareholders.
Mr. Tan is an independent Risk Management Consultant to banks and other
financial services institutions and is based in Hong Kong. Between 1973 and
2001, he has held various senior executive and managerial positions at the Dao
Heng Bank Group in Hong Kong, the National Australia Bank Group in Australia and
Hong Kong and The Bank of Nova Scotia in Canada. Mr. Tan is currently a Director
of the Board of The Risk Management Association, Hong Kong Chapter
(headquartered in U.S.A.) and a Fellow member of the Hong Kong Institute of
Certified Public Accountants, CPA Australia, the Australasian Institute of
Banking and Finance and the Institute of Canadian Bankers.
Mr. Neo is a Managing Director of Octagon Advisors Pte Ltd, a financial advisory
firm in Singapore. Between 1976 to January 2005, he has held senior managerial
positions with companies in the Development Bank of Singapore ("DBS") group and
United Overseas Bank Ltd ("UOB"), including as Country Officer (China), Head -
Corporate Banking (Greater China) at United Overseas Bank Ltd. Mr. Neo is
currently a director of Octagon Advisors (Shanghai) Co. Ltd., Singapore
International School Foundation Ltd (Hong Kong), and Asia Airfreight Terminal Co
Ltd.
Separately, Mr. Liu Chee Ming has resigned as a member of the board of directors
of the Company, as well as from the positions of Chairman of the Audit Committee
and member of the Special Committee of the Company, with effect from May 26,
2005.
The current directors and executive officers of the Company 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 board has appointed Mr. Tan Aik-Leang as the Chairman of the
Audit Committee and designated him to replace Mr. Philip Ting Sii Tien as the
Company's Audit Committee Financial Expert. The board has also appointed Mr. Neo
Poh Kiat as a member of the Audit Committee of the Company. Accordingly, the
Audit Committee and Special Committee have been re-constituted as follows:
AUDIT COMMITTEE SPECIAL COMMITTEE
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Tan Aik-Leang (Chairman) Wong Hong Ren (Chairman)
Raymond Chi-Keung Ho Raymond Chi-Keung Ho
Neo Poh Kiat
Mr. Tan and Mr. Neo have also been appointed as directors of Yuchai. The current
directors and executive officers of Yuchai are set forth below:
NAME POSITION
---- --------
Wang Jianming Chairman and Chief Executive Officer
Gao Jia Lin Deputy Chairman
Shao Qihui Director
Wong Hong Ren Director
Teo Tong Kooi Director
Raymond Chi-Keung Ho Director
Neo Poh Kiat Director
Tan Aik-Leang Director
Philip Ting Sii Tien Director
Qin Xiao Cong Director
Yuan Xu Cheng Director
Zeng Shiqiang Assistant to Chairman and Director
Li Tiansheng General Manager and Director
Liang Weijian Deputy General Manager
Yang Jianjun Deputy General Manager
Yang Weizhong Chief Accountant
Shen Jie Chief Engineer
Lim Poh Lea Financial Controller
3. Reorganization Agreement
Subsequent to the execution of the Reorganization Agreement in April 2005, a
number of steps have been taken by the parties thereto towards its
implementation. For example, Yuchai's directors and shareholders have confirmed
that the amendments to Yuchai's Articles of Association and corporate governance
guidelines required to be adopted by Yuchai pursuant to the Reorganization
Agreement have been ratified and implemented, and that steps are being taken to
have such amendments and guidelines approved by the relevant Chinese
authorities. Yuchai has also paid a consultancy fee of US$1.5 million to the
Company, pursuant to Section 2.8 of the Reorganization Agreement, and commenced
steps to rectify the disputed loan made to Yuchai Marketing Company Limited. In
addition, the Company has been advised by Yuchai that Yuchai has appointed
Credit Suisse First Boston as financial advisor to Yuchai to assist Yuchai with
the implementation of the Reorganization Agreement.
While the parties to the Reorganization Agreement appear to be making progress
towards its implementation, no assurance can be given that the terms of the
Reorganization Agreement remaining to be fulfilled can be fully implemented on
the terms contemplated therein, nor that the implementation of the
Reorganization Agreement will effectively resolve the prior disagreements
between the Company and Yuchai's Chinese shareholders.
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: May 27, 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