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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 DECEMBER 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
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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):
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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):
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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
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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report is filed, to the extent not superseded by documents or reports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").
OTHER EVENTS
1. Reorganization Agreement
On December 2, 2005, CYI entered into a Reorganization Agreement Amendment (No.
1) (the "Amendment Agreement") with Guangxi Yuchai Machinery Company Limited
("Yuchai"), a subsidiary of CYI, and Coomber Investments Limited ("Coomber"), a
shareholder of CYI. The terms of the Amendment Agreement were also acknowledged
and agreed to by Guangxi Yuchai Machinery Group Company ("State Holding
Company"). The Amendment Agreement amends certain provisions of the
Reorganization Agreement dated April 7, 2005, including to extend the term of
the Reorganization Agreement from December 31, 2005 to December 31, 2006, and to
extend the date for payment by Yuchai of the $20 million amount contemplated in
Clause 1.8 of the Reorganization Agreement to the earlier of (i) the date of the
completion of the transactions described in Clause 2.6 of the Reorganization
Agreement and (ii) December 31, 2006.
A copy of the Amendment Agreement is attached hereto as Exhibit 1.1 and is
incorporated herein by reference. 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. Interim Meeting of Shareholders of Yuchai
On December 2, 2005, Yuchai held an interim (extraordinary general) meeting of
shareholders. At such meeting, Yuchai's shareholders passed resolutions
regarding changes to the composition of Yuchai's board of directors and
committees thereof as well as other corporate governance matters. Yuchai's
shareholders approved the appointment of Mr. Yan Ping who is also currently the
Chairman of the State Holding Company (see the Form 6-K filed by CYI on October
31, 2005) as Chairman of the board of directors of Yuchai. Yuchai's shareholders
also approved the appointments of Mr. Kwek Leng Peck (nominated by the foreign
shareholders) and Mr. Gu Tang Sheng (nominated by the Chinese shareholders) to
the board of directors of Yuchai to replace Mr. Neo Poh Kiat, following his
resignation from Yuchai's board of directors, and Mr. Zeng Shi Qiang,
respectively. Yuchai's shareholders also approved the establishment of the
position of chief internal auditor at Yuchai, and resolved that the person
performing such role shall be required to have internationally recognized
qualifications, be independent of Yuchai management, and report directly to
Yuchai's board of directors.
The composition of Yuchai's board of directors and committees thereof as of
December 2, 2005 are set forth below:
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BOARD OF DIRECTORS
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Name Position
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Yan Ping Chairman of the board of directors
Gao Jia Lin Deputy Chairman of the board of directors
Raymond C.K. Ho Director
Li Tiansheng Director
Kwek Leng Peck Director
Tan Aik-Leang Director
Teo Tong Kooi Director
Ting Sii Tien, Philip Director
Qin Xiao Cong Director
Shao Qihui Director
Wong Hong Ren Director
Yuan Xu Cheng Director
Gu Tang Sheng Director and Assistant to Chairman
NOMINATION COMMITTEE
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Shao QiHui (Chairman)
Kwek Leng Peck
Teo Tong Kooi
Li Tian Sheng
Yan Ping
Zhang Shi Yong (Secretary)
REMUNERATION COMMITTEE
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Raymond C.K. Ho (Chairman)
Kwek Leng Peck
Teo Tong Kooi
Yan Ping
Zhang Shi Yong (Secretary)
FINANCE COMMITTEE
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Yan Ping (Chairman)
Teo Tong Kooi
Ting Sii Tien, Philip
Gao Jia Lin
Li Tian Sheng
Lim Poh Lea
Yang Weizhong (ex officio)
AUDIT COMMITTEE
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Tan Aik-Leang (Chairman)
Raymond C.K. Ho
Gu Tang Sheng
Zhang Shi Yong (Secretary)
EXHIBITS
1.1 Reorganization Agreement Amendment (No. 1) dated December 2, 2005 between
CYI, Yuchai and Coomber.
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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: December 5, 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
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EXHIBIT INDEX
1.1 Reorganization Agreement Amendment (No. 1) dated December 2, 2005 between
CYI, Yuchai and Coomber.
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