China Yuchai International Limited
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SEC FILE NUMBER |
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CUSIP NUMBER |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one): |
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o Form 10-K
þ Form 20-F
o Form 11-K
o Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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December 31, 2006 |
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:
PART I REGISTRANT INFORMATION
China Yuchai International Limited
Full Name of Registrant
Former Name if Applicable
16 Raffles Quay #26-00 Hong Leong Building
Address of Principal Executive Office (Street and Number)
City, State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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þ |
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(a)
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The reasons described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense |
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o |
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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o |
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
On July 2, 2007, the Registrant reported on Form 12b-25 the following:
Although management of China Yuchai International Limited (CYI) has been working to
complete all the required information for its annual report on Form 20-F for the fiscal year
ended December 31, 2006 (the Form 20-F), and a significant part of such information has
been completed as of this date, the Form 20-F could not be completed on or before the June
30, 2007 prescribed due date.
There was a change in CYIs independent auditors during the fiscal year ended December 31,
2006. CYI appointed KPMG Singapore as its independent auditor with effect from December 12,
2006, replacing KPMG Hong Kong, its previous independent auditor. The new auditors are in
the process of auditing CYIs consolidated financial statements and, the new auditors have
been evaluating the application of various accounting policies and standards to CYIs
financial results in accordance with U.S. GAAP. CYIs auditors have also requested certain
information from CYI and its subsidiaries which will require additional time for management
to produce. As a result, CYI is not yet able to finalize its consolidated financial
statements for inclusion in Form 20-F in time for filing by June 30, 2007.
On August 3, 2007, the Registrant announced that its Audit Committee was in the process of
conducting an independent inquiry into the facts and circumstances of potential accounting errors
of approximately RMB 168 million (approximately $22.5 million) by the Registrants subsidiary,
Guangxi Yuchai Machinery Company Limited (Yuchai), in Yuchais accounts for fiscal years ended
December 31, 2005 and December 31, 2006. On January 22, 2008, the Registrant announced the
conclusions reached by the Audit Committee upon the completion of its independent inquiry. The
Registrant has now commenced the process of determining what adjustments need to be made to correct
the errors, and whether any such adjustments will result in a restatement of the Registrants 2005
audited financial statements. As described above, the Registrant is also in the process of
evaluating the application of U.S. GAAP regarding certain matters that have come to its attention
during the audit of the 2006 consolidated financial statements as they apply to the 2006
consolidated financial statements and potentially to the Registrants 2005 consolidated financial
statements.
PART IV OTHER INFORMATION
(1) |
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Name and telephone number of person to contact in regard to this notification |
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Ho Tuck Chuen |
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65 |
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6322 6202 |
(Name) |
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(Area Code)
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(Telephone Number) |
(2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
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Yes
o No þ
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As previously reported on Form 12b-25, Form 20-F for the fiscal year ended December 31, 2005 was filed after the filing deadline of June 30, 2006.
(3) |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
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Yes þ No o
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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See the narrative in Part III above.
China
Yuchai International Limited
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date
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January 23, 2008 |
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By: |
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/s/ Ho Tuck Chuen |
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Name: |
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Ho Tuck Chuen |
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Title: |
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Chief Financial Officer and Director |