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

China Yuchai International Limited

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 þ                              Form 40-F 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)(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.

Yes o                              No þ

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No. 333-111106) on Form F–3 and to be part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company with the U.S. Securities and Exchange Commission (the “SEC”).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.

Other Events

On November 13, 2006 in Singapore, the Company issued a news release announcing its interim results for the three months and nine months ended September 30, 2006. A copy of the news release dated November 13, 2006 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

2.

Exhibits

99.1		Press Release of the Company dated November 13, 2006.

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: November 13, 2006

EXHIBITS INDEX

99.1		Press Release of the Company dated November 13, 2006.

CHINA YUCHAI INTERNATIONAL LIMITED

Exhibit 99.1

FOR IMMEDIATE RELEASE

CHINA YUCHAI INTERNATIONAL LIMITED ANNOUNCES
Q3 2006 PERFORMANCE

Singapore, November 13, 2006 - China Yuchai International Limited (“CYI”) today announced a net income of Rmb41.5 million (US$5.2 million) for the quarter ended September 30, 2006 as compared to a net income of Rmb31.6 million (US$3.8 million) for the same period in 2005.

Net sales of Rmb1,401.3 million (US$177.2 million) for the quarter ended September 30, 2006 achieved by Guangxi Yuchai Machinery Company Limited (“Yuchai”), the key operating subsidiary of CYI, represent an increase of 30% compared to Rmb1,074.3 million (US$130.4 million) for the same period last year. Total unit sales of 56,154 diesel engines for the quarter ended September 30, 2006 were 28% higher than the 43,773 units sold for the same period last year. This increase in net sales was primarily attributable to higher demand for light-duty and industrial diesel engines.

Net sales of Rmb5,030.8 million (US$636.1 million) for the nine months ended September 30, 2006 represent an increase of approximately 10% compared to Rmb4,589.7 million (US$557.3 million) for the same period last year. Total unit sales of 213,297 diesel engines for the nine months ended September 30, 2006 was approximately 17% higher than the 182,287 unit sales for the same period last year. This was mainly due to the strong unit sales arising from Yuchai’s 4-series light-duty diesel and industrial engines.

The overall gross margin of 20.2% for the nine months ended September 30, 2006 was lower than the 24.1% gross margin for the same period in 2005, due to keen competition, product sales mix and higher raw material costs. Yuchai sold 45% more of the lower margin light-duty diesel engines in the first nine months of 2006 compared to the same period in 2005.

The increase in research and development costs is mainly due to higher expenditure relating to Yuchai’s engine development on Euro III and IV compliant engines.

For the nine months ended September 30, 2006, selling, general and administrative expenses were comparable to the same period in 2005.

CHINA YUCHAI INTERNATIONAL LIMITED

As at September 30, 2006, when compared to December 31, 2005, trade account receivables have increased as a result of higher sales volume and normal seasonality factors. Bank borrowings have increased mainly due to increased capital expenditure payments, higher working capital requirements and additional strategic investments in Thakral Corporation Ltd (“TCL”) and HLG Enterprise Limited (previously known as LKN-Primefield Limited) (“HLGE”).

Basic and diluted net income per share for the nine months ended September 30, 2006 was Rmb4.62 (US$0.58) compared to Rmb8.05 (US$0.98) for the same period in 2005.

Mr Philip Ting, Director and CFO commented that “the demand of new trucks and buses in China grew by 12% for the nine months ended September 30, 2006. This increase was accounted for mainly from higher sales of buses. Yuchai diesel engine sales for the third quarter 2006 were still mainly in the lower margin 4-series light-duty engines and industrial engines. Again, this is due to price affordability by Yuchai customers.”

Mr Ting added that “according to estimates from the China National Development & Reform Commission, China’s economy grew by 10.4% compared to 11.3% in the second quarter of 2006. China’s economy grew at a slower pace in the third quarter as the Chinese government’s austerity measures, to rein in excessive investments, started to take effect.”

On July 4, 2006, following a rights issue undertaken by HLGE, Grace Star Services Ltd. (a wholly-owned subsidiary of CYI) and its wholly-owned subsidiary, Venture Lewis Limited (“VLL”), were allotted 196,201,374 non-redeemable convertible cumulative preference shares in the capital of HLGE and 130,800,917 zero coupon unsecured non-convertible bonds due 2009 in HLGE, for an aggregate consideration of approximately S$134.7 million. The consideration was satisfied, in part, by offsetting against the money from the full redemption, by HLGE, of approximately S$129.4 million in principal amount of the outstanding secured non-convertible bonds held by VLL and the balance by cash.

CYI’s share of equity gains in affiliates relating to investments in TCL and HLGE amounted to Rmb10.8 million (US$1.4 million) for quarter ended September 30, 2006 compared with a loss of Rmb2.8 million (US$0.3 million) for the same period in 2005. These affiliates are exploring opportunities to expand and diversify their businesses.

General Information

CYI’s key operating subsidiary, Yuchai, has a strong brand name in China, with an extensive sales and marketing network. Yuchai’s products are of good quality and provide reliable performance. Yuchai has established itself as a major manufacturer of diesel engines in China with a significant market share.

CHINA YUCHAI INTERNATIONAL LIMITED

CYI has filed with the U.S. Securities and Exchange Commission a copy of this press release on Form 6-K. A copy of such filing has also been sent to The New York Stock Exchange. Reference is made to such filing for cautionary statements which identify factors that could affect the forward looking statements contained in this press release.

China Yuchai International Limited
Executive Office
16 Raffles Quay
#26-00 Hong Leong Building
Singapore 048581
Tel: (65) 6220 8411
Fax: (65) 6226 0502

Contact persons:		Mr Teo Tong Kooi, President and Director Mr Philip Ting, Director and CFO

Note 1: The Company’s functional and reporting currency is Renminbi; the translation of amounts from Renminbi to U.S. dollars is solely for the convenience of the reader. Translation of amounts from Renminbi to U.S. dollars has been made at the rate of Rmb7.9087 = US$1.00, the rate quoted by the People’s Bank of China at the close of business on September 30, 2006. No representation is made that the Renminbi amounts could have been, or could be, converted into U.S. dollars at that rate or at any other certain rate on September 30, 2006 or at any other date.

Note 2: All financial data (both in Renminbi and U.S. dollars) is unaudited.

CHINA YUCHAI INTERNATIONAL LIMITED
UNAUDITED CONSOLIDATED INCOME STATEMENTS
For the period ended September 30, 2006
(RMB and US$ amounts expressed in thousands, except per share data)

		For Quarter ended September 30,												For nine months ended September 30,
		2005				2006				2006				2005				2006				2006
		Rmb’000				Rmb’000				US$’000				Rmb’000				Rmb’000				US$’000
Net sales			1,074,349				1,401,323				177,187				4,589,674				5,030,796				636,109
Cost of goods sold			819,363				1,095,790				138,555				3,482,793				4,013,174				507,438
Gross profit			254,986				305,533				38,632				1,106,881				1,017,622				128,671
Research and development cost			20,381				41,490				5,246				84,952				119,413				15,099
Selling, general and administrative expenses			164,883				158,559				20,049				543,304				548,080				69,301
Operating income			69,722				105,484				13,337				478,625				350,129				44,271
Finance cost			20,228				29,087				3,678				45,696				82,233				10,398
Other net income			(7,602	)			(6,744	)			(853	)			(22,645	)			(28,205	)			(3,566	)
Share of equity in loss/(income) of affiliates			2,827				(10,808	)			(1,367	)			523				(3,235	)			(409	)
Income before income taxes and minority interests			54,269				93,949				11,879				455,051				299,336				37,848
Income tax expense			15,229				35,133				4,442				77,336				67,940				8,590
Income before minority interests			39,040				58,816				7,437				377,715				231,396				29,258
Minority interests in income of consolidated subsidiaries			7,433				17,350				2,194				86,558				59,136				7,477
Net income			31,607				41,466				5,243				291,157				172,260				21,781
Net income per common share		Rmb				Rmb				US$				Rmb				Rmb				US$
Basic and diluted			0.85				1.11				0.14				8.05				4.62				0.58
Weighted average number of shares outstanding			37,267,673				37,267,673				37,267,673				36,166,146				37,267,673				37,267,673

CHINA YUCHAI INTERNATIONAL LIMITED
Selected Balance Sheet Items
(Rmb and US$ amounts expressed in thousands)

		As of				As of
		December 31, 2005				September 30, 2006
		(Audited)				(Unaudited)
		RMB				RMB				US$
Cash Balances			736,195				520,062				65,758
Trade Accounts Receivable, Net			1,146,227				1,889,415				238,903
Inventories, Net			1,636,283				1,673,867				211,649
Investment in Affiliated Companies			185,619				416,774				52,698
Net Current Assets			959,401				635,343				80,335
Total Assets			6,613,785				8,144,648				1,029,834
Trade Accounts Payable			1,642,980				2,224,195				281,234
Short-Term and Long-Term Borrowings			962,835				1,676,592				211,993
Shareholders’ equity and accumulated other comprehensive income			2,667,041				2,830,792				357,934