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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.9) SCHEDULE 13D/A CHINA YUCHAI INTERNATIONAL (Name of Issuer) Common Stock (Title of Class of Securities) G21082105 (CUSIP Number) Shah Capital Management 8601 Six Forks Road, Suite 630 Raleigh, NC 27615 Tel. No.: (919) 719-6360 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 23, 2018 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d 1(e), 240.13d 1(f) or 240.13d 1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d 7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (1) Names of reporting persons: Shah Capital Management (2) Check the appropriate box if a member of a group: (a) (b) (3) SEC use only (4) Source of funds (see instructions) OO (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) of Schedule 13D N/A (6) Citizenship or place of organization NORTH CAROLINA Number of shares beneficially owned by each reporting person with: (7) Sole voting power 0 (8) Shared voting power 3,174,481 (including options to purchase 44,300 shares) (9) Sole dispositive power 0 (10) Shared dispositive power 3,174,481 (including options to purchase 44,300 shares) (11) Aggregate amount beneficially owned by each reporting person 3,174,481 (including options to purchase 44,300 shares) (12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions) N/A (13) Percent of class represented by amount in Row (11) 7.8% (14) Type of reporting person (see instructions) IA (1) Names of reporting persons: Shah Capital Opportunity Fund LP (2) Check the appropriate box if a member of a group: (a) (b) (3) SEC use only (4) Source of funds (see instructions) OO (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) of Schedule 13D N/A (6) Citizenship or place of organization DELAWARE Number of shares beneficially owned by each reporting person with: (7) Sole voting power 0 (8) Shared voting power 2,719,300 (including options to purchase 44,300 shares) (9) Sole dispositive power 0 (10) Shared dispositive power 2,719,300 (including options to purchase 44,300 shares) (11) Aggregate amount beneficially owned by each reporting person 2,719,300 (including options to purchase 44,300 shares) (12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions) N/A (13) Percent of class represented by amount in Row (11) 6.7% (14) Type of reporting person (see instructions) PN (1) Names of reporting persons: Himanshu H. Shah (2) Check the appropriate box if a member of a group: (a) (b) (3) SEC use only (4) Source of funds (see instructions) PF (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) of Schedule 13D N/A (6) Citizenship or place of organization UNITED STATES Number of shares beneficially owned by each reporting person with: (7) Sole voting power 93,214 (8) Shared voting power 3,174,481 (including options to purchase 44,300 shares) (9) Sole dispositive power 93,214 (10) Shared dispositive power 3,174,481 (including options to purchase 44,300 shares) (11) Aggregate amount beneficially owned by each reporting person 3,267,695 (including options to purchase 44,300 shares) (12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions) N/A (13) Percent of class represented by amount in Row (11) 8.00% (14) Type of reporting person (see instructions) IN SCHEDULE 13D Item 1. Security and Issuer Common Stock of CHINA YUCHAI INTERNATIONAL. CHINA YUCHAI INTERNATIONAL (CYI) 16 RAFFLES QUAY #26-00 HONG LEONG BLDG SINGAPORE 048581 Item 2. Identity and Background (a). Name: SHAH CAPITAL MANAGEMENT. (b). Business Address: 8601 Six Forks Road, Suite 630, Raleigh, NC 27615 (c). Principal business: The principal business of each of Shah Capital and Shah Opportunity is investing in securities. The principal occupation of Mr. Shah is serving as the President and Chief Investment Officer of Shah Capital. (d). During the last five years, the reporting person has not been convicted in a criminal proceeding. (e). During the last five years, the reporting person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. (f). Citizenship Mr. Shah is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration Except for the 93,214 shares of Common stock owned directly by Mr. Shah, the reporting person uses assets under management. Item 4. Purpose of the Transaction The Reporting Person acquired the Shares because it believes the Shares represent an attractive investment opportunity. The reporting person intends to review its investment in the Issuer on a continuing basis and in connection therewith, had engaged in discussions with the Board of Directors, members of management, and/or other shareholders which discussions included proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a) Aggregate number of shares owned: (b) Percentage of class of securities owned: (c) Number of Shares to which reporting person has: (i) Sole Voting Power (ii) Shared Voting Power (iii) Sole Dispositive Power (iv) Shared Dispositive Power SCM Shah Capital Opportunity Himanshu Fund LP (a) 3,174,481 2,719,300 93,214 (b) 7.8% 6.7% 8% (i) N/A N/A 93,214 (ii) 3,174,481 2,719,300 3,267,695 (iii) N/A N/A 93,214 (iv) 3,174,481 2,719,300 3,267,695 (c) See the trading data set forth in Exhibit 99.2 hereto, which is hereby incorporated by reference into this Item 5(c) as if restated here in full (d) to (e). Not Applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Reporting Person beneficially owns 3,223,395 and (443) put options with strike price of $22.50 which expires on August 17, 2018, totaling to 3,267,695 Shares. Except as otherwise set forth herein, to the knowledge of the the Reporting Persons there are no contracts, arrangements, understanding or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer including but not limited to transfer or voting of any of the securities, finer's fees, joint ventures, loan or option arrangements, puts of calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits Exhibit 99.1 Shah Capital Letter with Proposals to be Discussed at CYI's Upcoming June 2018 AGM Exhibit 99.2 Trading data of the transactions in the Common Stock that were effected since past 60 days Exhibit 1 Joint Filing Agreement dated May 23, 2018 by and among Shah Capital Management, Inc, Shah Capital Opportunity Fund LP and Himanshu H. Shah Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 24, 2018 Signature: Himanshu H. Shah/Sd. Name/Title: Himanshu H. Shah, President and CIO
Exhibit 99.1
May 23, 2018
China Yuchai International (CYI)
16 Raffles Quay #26-00, Hong Leong Building
Singapore 048581
Re: Shah Capital Proposals to be Discussed at the Upcoming June 2018
CYI AGM
Distinguished Directors of CYI:
Shah Capital being the third largest shareholder with 8% of the outstanding
shares of CYI, and our ownership dating back to 2006 does demonstrate our
unwavering support even with its tremendous share price underperformance
compare to its peers since 2004 (for example, two of our primary competitors
Weichai Power and Cummins have appreciated 1260% and 1370% respectively
compared to CYIs only 66% - chart).
Source: Reuters [Period 3/16/2004-5/23/2018] Total Return
We respectfully request the CYI board discuss the following proposals
at the upcoming AGM as profound changes are required, and the board
with its fiduciary obligation to its
minority shareholders, should strongly consider and address the following;
1) CI should properly allocate all future free cash flow compared to its
past strategy of bolstering bank cash balance only. Our suggestion would
be 60% directed towards annual dividend and opportunistic stock buy-backs,
and 40% be used in enhancing shareholder value through strategic and
rational M&A (especially in supply chain of the trucking industry).
2) With its strong balance sheet and abundant cash on hand, CYI should
establish a financial leasing company either by itself or in partnership
with a leading Chinese financial entity, which will drive higher
profitability for the listed entity.
3) Dual listing in Hong Kong or Shenzhen/Shanghai, CYI BOD could take
advantage of higher valuations assigned to dominant and profitable
businesses in the mainland including better investor familiarity of the
Yuchai brand, which may deliver a substantial increase in its
share price.
4) CYI BOD should retain an investment advisory firm immediately with
the clear goal to have CYI included in passive indices including MSCI
China and FTSE Russell to leverage the ongoing trend towards passive
investing/indexation.
5) CYI should consider adding/changing current BOD and top management
to bring new innovative ideas, speed, and determination to maintain
its top tier position going forward in light of seismic changes taking
place in the industry globally. The neutral to negative perception in
the investment community of CYI today may change as well with the infusion
of new talent.
6) To take full advantage of tremendous local and provincial incentives
available, CYI (with its top tier position) should invest selectively and
carefully into NEV space either with an established player
(over 100 to choose from), or on its own very soon, positioning the company
strategically ahead for the future.
Implementation of these sugguestions could drive the CYI share price over
USD$30 simply based on a comparable P/E ratio as Weichai Power.
Shah Capital insists and hopes CYI BOD gives serious consideration to our
aforementioned proposals and allocates necessary time to discuss at the
AGM for the benefit of all its minority shareholders.
Best Regards,
/s/Himanshu H. Shah
Himanshu H. Shah
Himanshu H. Shah
Managing Partner and Chief Investment Officer
SHAH CAPITAL OPPORTUNITY FUND LP
Exhibit 99.2 Name Buy/Sell Security Trade Date Quantity Trade Amount Shah Capital Opportunity Fund LP Buy Common Stock 4/30/2018 4446 $20.65 Shah Capital Opportunity Fund LP Buy Common Stock 5/21/2018 1646 $20.27 Shah Capital Opportunity Fund LP Buy Common Stock 5/22/2018 17108 $20.17 Shah Capital Opportunity Fund LP Buy Common Stock 5/23/2018 15000 $19.71
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value U.S. $0.10 per share, of China Yuchai International Limited, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings. The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of May 23, 2018. SHAH CAPITAL OPPORTUNITY FUND, L.P. By: /s/ Himanshu H. Shah____________ Name: Himanshu H. Shah Title: Managing Member SHAH CAPITAL MANAGEMENT, INC. By: /s/ Himanshu H. Shah_________________ Name: Himanshu H. Shah Title: President & Chief Investment Officer /s/ Himanshu H. Shah_____________________ Himanshu H. Shah