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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 MARCH 2006
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report is filed, to the extent not superseded by documents or reports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").
OTHER EVENTS
As previously disclosed in CYI's Form 6-K filing dated February 3, 2006:
(1) CYI, through its wholly-owned subsidiary, Grace Star Services Ltd.
("GRACE STAR"), holds 191,413,465 ordinary shares (the "SHARES") in
LKN-Primefield Limited ("LKNPL"), a company listed on the Singapore
Exchange Securities Trading Limited ("SGX-ST"). This shareholding
represents approximately 29% of the total number of Shares in issue.
Grace Star also holds 123,010,555 redeemable convertible preference
shares in LKNPL.
(2) CYI, through its wholly-owned subsidiary, Venture Lewis Limited
("VENTURE LEWIS"), holds S$129,428,256.07 in principal amount of
outstanding secured non-convertible bonds (the "EXISTING BONDS") issued
by LKNPL.
On February 28, 2006, LKNPL announced that it is proposing to undertake, subject
to receipt of required approvals (including shareholder approval) a renounceable
rights issue of:
(a) up to S$131,427,461 (US$81,228,344.25 based on an exchange rate of
US$1.00 to S$1.618) in principal amount of unsecured 3-year
non-convertible bonds in the denomination of S$1.00 each (the "NEW
BONDS"); and
(b) up to 197,141,192 non-redeemable convertible cumulative preference
shares in the capital of LKNPL (the "NEW NCCPS") at an issue price of
S$0.02 for each New NCCPS,
on the basis of two (2) New Bonds and three (3) New NCCPS for every ten Shares
held by LKNPL shareholders as at a time and date to be determined by the board
of directors of LKNPL, fractional entitlements to be disregarded.
LKNPL has announced that the rights entitlements to the New Bonds and the New
NCCPS will not be detachable from each other, and that LKNPL intends to make an
application to the SGX-ST for the listing and quotation for the New Bonds, the
New NCCPS and the new Shares arising from the conversion of the New NCCPS on the
Official List of the SGX-ST. The New Bonds and the New NCCPS are expected to be
separately tradeable on the SGX-ST.
LKNPL has disclosed publicly that the purpose of the Rights Issue is to raise
funds for the purpose of redeeming the Existing Bonds and for working capital
purposes of the LKNPL group.
Based on its current shareholdings, CYI through Grace Star expects to be
entitled to subscribe for 38,282,693 New Bonds and 57,424,039 New NCCPS. In
addition, to show its support for the Rights Issue, Grace Star has on February
28, 2006 provided LKNPL with an irrevocable undertaking (the "IRREVOCABLE
UNDERTAKING") pursuant to which Grace Star undertakes to:
(a) subscribe and/or procure the subscriptions by its nominees in full for
its provisional allotment of 38,282,693 New Bonds and 57,424,039 New
NCCPS under the Rights Issue; and
(b) by way of excess applications, subscribe and/or procure the
subscription by its nominees for up to 93,144,768 New Bonds and up to
139,717,153 New NCCPS not taken up by the other LKNPL shareholders
under the Rights Issue.
In the event that none of the other LKNPL shareholders subscribe for their
respective entitlements under the Rights Issue, CYI expects that Grace Star
would be required to subscribe for all the New Bonds for S$131,427,461
(US$81,228,344.25) and all the New NCCPS for S$3,942,823.84 (US$2,436,850.33).
CYI group, through Venture Lewis, expects to receive the principal amount of
S$129,428,256.07 (US$79,992,741.66) upon the redemption by LKNPL of the Existing
Bonds, anticipated to be during 2006.
Assuming full conversion of (i) the existing redeemable convertible preference
shares in LKNPL and (ii) the New NCCPS subscribed in the Rights Issue, CYI's
indirect interest in LKN could be expected to increase from the current 29% to
between approximately 38% and 52%, depending on the amount of New NCCPS
allocated to Grace Star pursuant to Grace Star's over-subscription in the
Irrevocable Undertaking.
Grace Star has also undertaken (to the extent it is permitted to do so by
applicable laws and regulations, including requirements of the SGX-ST) to vote
its Shares in favor of resolutions which are to be proposed at an extraordinary
general meeting to be convened to approve the Rights Issue.
The subscription for the New Bonds and the New NCCPS by Grace Star, assuming
that none of the other Shareholders subscribe for their respective entitlements
under the Rights Issue, is not expected to have any material impact on the
earnings per share and the net tangible assets of CYI and its subsidiaries.
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: March 1, 2006
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