--------------------------------------------------------------------------------
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 OCTOBER 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report is filed, to the extent not superseded by documents or reports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").
OTHER EVENTS
1. Reorganization Agreement
CYI has been advised by Guangxi Yuchai Machinery Company Limited ("Yuchai") that
continued implementation of the April 2005 Reorganization Agreement has been
delayed pending receipt of governmental approvals from the relevant Chinese
authorities. These approvals relate to the payment of US$20.0 million due to CYI
from Yuchai pursuant to clause 1.8 of the Reorganization Agreement, as well as
the spin-off of Yuchai contemplated in the Reorganization Agreement. Yuchai has
also advised CYI that the amendments to Yuchai's Articles of Association (which
have been approved by Yuchai's board of directors and shareholders) and
corporate governance guidelines (which have been implemented and ratified by
Yuchai) have been approved by the Yulin municipal and Nanning provincial
authorities but approval of the Beijing governmental authorities has not yet
been received. CYI and the Chinese stakeholders in Yuchai have entered into
discussions with respect to amending the Reorganization Agreement to extend the
anticipated completion date of the restructuring contemplated therein and the
termination date of the Reorganization Agreement.
No assurance can be given that any agreement will be reached with respect to
such extension, or that governmental approval for the continued implementation
of the Reorganization Agreement will be forthcoming. Accordingly, no assurance
can be given that the provisions of the Reorganization Agreement remaining to be
fulfilled can be fully implemented on the terms contemplated therein. (See also
the cautionary statements contained in the first and second risk factors under
"Item 3. Key Information - Risk Factors" in CYI's Annual Report on Form 20-F
filed with the SEC on July 15, 2005.)
2
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: October 4, 2005
CHINA YUCHAI INTERNATIONAL LIMITED
By: /s/ Philip Ting Sii Tien
---------------------------------------
Name: Philip Ting Sii Tien
Title: Chief Financial Officer and Director
3