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 April 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.
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): o
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): o
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.
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date on which this report is filed, to the extent not superseded by documents or reports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”).
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 financial performance and prospects, 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 Guangxi Yuchai Machinery Company Limited (“Yuchai”); the
Company’s ability to consolidate Yuchai’s financial results; 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; the Company’s ability
to successfully implement the agreement it reached with Yuchai in July 2003 and the reorganization
agreement of April 2005, as amended in December 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; 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
| 1. |
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Announcement of Q1 2006 Performance |
On
April 28, 2006 in Singapore, the Company issued a press release announcing its unaudited
interim results for the three months ended March 31, 2006. A
copy of the press release dated April 28, 2006 is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
On March 31, 2006, CYI entered into a secured term loan facility with a bank in Singapore for
up to S$110.0 million (approximately US$69.18 million based on an exchange rate of US$1.00 to
S$1.59). The facility may only be utilized by CYI in connection with certain limited
circumstances relating to its business expansion activities. The terms of the facility require,
among other things, that Hong Leong Asia Ltd (“HLA”) retains ownership of CYI’s special share and
that CYI remains a consolidated subsidiary of HLA. The terms of the facility also include certain
financial covenants with respect to CYI’s tangible net worth and net gearing ratio throughout the
tenor of the facility, as well as negative pledge provisions and customary drawdown requirements
and events of default.