China Yuchai International Limited
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 2007
Commission File Number 113522
China Yuchai International Limited
(Translation of Registrants 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 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.
OTHER EVENTS
On
March 30, 2007, China Yuchai International Limited
(CYI or the Company) entered into an unsecured multi-currency revolving credit facility
agreement (the Facility Agreement) with a bank in Singapore for an aggregate of US$40.0 million.
The facility is available for three years from the date of the Facility Agreement and shall be
utilized by CYI to finance its long term general working capital requirements. The terms of the
facility require, among other things, that Hong Leong Asia Ltd. (Hong Leong Asia) retains
ownership of CYIs special share and that CYI remains a Principal Subsidiary (as defined in the
Facility Agreement) of Hong Leong Asia. The terms of the facility also include certain financial
covenants with respect to CYIs tangible net worth and net gearing ratio throughout the term of the
facility, as well as negative pledge provisions and customary drawdown requirements and events of
default.
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Special Committee of the Board of Directors dissolved |
At
a meeting held on April 13, 2007, the Board of Directors of CYI dissolved the Special Committee of the Board of Directors.
The
Special Committee was established in 2003 in response to the
litigation-related and other difficulties that the Company
faced at that time with respect to its investment in Guangxi Yuchai
Machinery Company Limited (GYMC).
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Payment of fees to Hong Leong Management Services Pte Ltd |
The
CYI Board of Directors has authorized CYI to pay to Hong Leong Management Services Pte Ltd
(Hong Leong Management) S$1,550,200 (approximately
US$1,024,451) in fees for services performed by Hong
Leong Management in 2006 on behalf of CYI. As previously disclosed, Hong Leong Management, an
affiliate of Hong Leong Asia, provides management and other services to the members of the Hong
Leong group of companies. As it is a related party transaction, CYIs audit committee comprising
independent directors has reviewed and approved this transaction.
Hong
Leong Managements fees of S$1,550,200 (approximately
US$1,024,451) relate to work done in assisting CYI in
connection with, among other things, (a) the coordination of the mandatory conditional cash offers
made by the CYI group to acquire the ordinary shares and other securities of Thakral Corporation
Ltd and HLG Enterprise Limited, (b) obtaining additional credit facilities from two banks in
Singapore, and (c) the coordination of the subscription by the CYI group for its rights entitlement
under a rights issue by HLG Enterprise Limited of zero coupon unsecured non-convertible bonds and
non-redeemable convertible cumulative preference shares, all as disclosed in CYIs various filings
in the course of 2006.
In
addition, the CYI Board of Directors has authorized CYI to pay to
Hong Leong Management the amount of S$283,241 (approximately
US$187,180) for
corporate secretarial services rendered in connection with Hong Leong
Managements services
described above and other corporate activities, to the CYI group of
companies in 2006. This transaction has also been reviewed and
approved by the CYI audit committee.
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Cooperation Framework Agreement |
On April 10, 2007, GYMC signed a Cooperation Framework Agreement with Geely Holding Group
(Geely) and Zhejiang Yinlun Machinery Co., Ltd (Yinlun) to consider to establish a proposed
joint venture to develop diesel engines for passenger cars in China. The location of the proposed
joint venture is at Zhejiang Tiantai.
A working team has been established to work on this project. The shareholding structure is
under discussion and any significant developments would be subject to GYMCs board of directors
approval.
Geely is one of the largest manufacturers of passenger cars in China and Yinlun is one of the
largest manufacturers of cooling equipment for automotive, truck and industrial applications in
China. Both companies are based in Zhejiang.
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:
April 18, 2007
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CHINA YUCHAI INTERNATIONAL LIMITED
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By: |
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/s/ Philip Ting Sii Tien
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Name: |
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Philip Ting Sii Tien |
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Title: |
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Chief Financial Officer and Director |
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