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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 OCTOBER 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 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.
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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report is filed, to the extent not superseded by documents or reports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
investment in Guangxi Yuchai Machinery Company Limited ("Yuchai") 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 Yuchai; the Company's ability to consolidate Yuchai's
financial results; 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; 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;
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
At the meeting of the board of directors of Yuchai, a subsidiary of the
Company, held on October 28, 2005, Mr. Wang Jianming announced that he has been
appointed as an economic consultant to the Yulin City Municipal People's
Government, in Guangxi Zhuang Autonomous Region, PRC and that he would
immediately cease to serve as a director and chairman of the board of directors,
chief executive officer and legal representative of Yuchai.
Following Mr. Wang's announcement, Yuchai's board of directors passed a
resolution recommending that Mr. Yan Ping replace Mr. Wang as a director and
chairman of the board of directors of Yuchai, as well as its legal
representative. Mr. Yan Ping has been the Chairman of Guangxi Yuchai Machinery
Holdings Company, or the State Holding Company, since May 2005. The State
Holding Company owns 22.1% of the shares of Yuchai, and is owned by the Yulin
City Government. Prior to becoming Chairman of the State Holding Company, Mr.
Yan Ping held various government related positions, including most recently as
Deputy Secretary-General, Yulin Municipal Government and as Director, Yulin
Municipal Development and Reform Commission. Mr. Yan Ping holds a Bachelor of
Engineering degree from Dalian Railway College and a Master of Economics degree
from the East-north Financial University. Mr. Yan Ping's appointment as a
director of Yuchai is expected to be formalized at the forthcoming shareholders'
meeting for Yuchai scheduled to be held on December 2, 2005. In addition, CYI
understands that Yuchai's board of directors intends to initiate an
international recruitment search for new senior management to enhance Yuchai's
operations.
In light of this change in senior management at Yuchai, CYI intends to
review with Yuchai's Chinese stakeholders the status of the continued
implementation of the Reorganization Agreement, including the proposed
twelve-month extension for implementation of the restructuring contemplated
therein. Mr. Yan Ping has communicated to CYI that the Chinese stakeholders
intend to seek to work closely and cooperatively with CYI with respect to the
future operation and management of Yuchai in accordance with international
corporate governance practices. Nevertheless, no assurance can be given
regarding such future operation and management, and readers should refer to
the risk factors contained in CYI's Annual Report on Form 20-F filed on
July 15, 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: October 31, 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