================================================================================
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 FEBRUARY 2006
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report is filed, to the extent not superseded by documents or reports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. Completion of the acquisition of debt and equity in LKN-Primefield Limited
("LKN") by CYI
As disclosed in the Form 6-K filed by CYI with the SEC on January 26, 2006, CYI
entered into a conditional securities purchase agreement (the "S&P AGREEMENT")
on January 26, 2006 with certain banks, financial institutions, corporations and
individuals (collectively, the "SELLERS") pursuant to which CYI agreed to
acquire from the Sellers S$129,428,256.07 in principal amount of secured bonds
(the "BONDS"), 123,010,555 redeemable convertible preference shares of par value
S$0.05 each (the "PREFERENCE SHARES") and 191,413,465 ordinary shares of par
value S$0.05 each (the "ORDINARY SHARES") (together, the "SALE SECURITIES")
issued by LKN, for an aggregate purchase consideration of S$131,615,428.945
(approximately US$81,244,091.91, based on an exchange rate of US$1.00 to
S$1.62).
On February 3, 2006, the acquisition of the Sale Securities (except for
S$555,698.87 in principal amount of the Bonds owned by a certain Seller) under
the S&P Agreement was completed, whereupon Grace Star Services Ltd (a
wholly-owned subsidiary of CYI) acquired the Ordinary Shares and the Preference
Shares and Venture Lewis Limited (a wholly-owned subsidiary of CYI) acquired
S$128,872,557.20 of the Bonds. CYI, through Grace Star Services Ltd, indirectly
owns the 191,413,465 Ordinary Shares acquired pursuant to the S&P Agreement,
representing approximately 29.13% of LKN's total issued and outstanding share
capital as at February 3, 2006.
Completion of the acquisition of the S$555,698.87 in principal amount of the
Bonds is anticipated to take place on February 7, 2006.
Based on the audited consolidated financial statements of LKN for the financial
year ended December 31, 2004, and the provisional values initially assigned for
the identifiable assets, liabilities and contingent liabilities of the LKN
group, the acquisition of the Sale Securities is not expected to have any
material impact on the earnings per share and the net tangible assets of CYI and
its subsidiaries (the "CYI GROUP") assuming that the acquisition is completed on
January 1, 2004 and December 31, 2004 for the purposes of evaluating the
financial impact on the earnings per share and net tangible assets of the CYI
Group respectively. The provisional values adopted may be subject to significant
changes upon the CYI Group's completion of its assessment of the fair values of
the identifiable assets, liabilities and contingent liabilities of the LKN
group.
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: February 3, 2006
CHINA YUCHAI INTERNATIONAL LIMITED
By: /s/ Philip Ting Sii Tien
------------------------------------
Name: Philip Ting Sii Tien
Title: Chief Financial Officer and Director