================================================================================ 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 March 2003 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.) Form 20-F X Form 40-F ----- ----- (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 No X ----- ----- If "Yes" is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b). Not applicable. ================================================================================
TABLE OF CONTENTS This Report on Form 6-K shall be deemed to be incorporated by reference in the prospectus, dated August 26, 1996, of China Yuchai International Limited (the "Company") included in the Company's Registration Statement (Registration No. 333-05478) on Form F-3 and to be part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company with the U.S. Securities and Exchange Commission (the "SEC").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 the forward-looking statements contained in the press release, included herein as Exhibit 1.1, involve risks and uncertainties, and are subject to material change based on various important factors including, among others, political, economic and social conditions in China such as government policies with respect to economic growth, inflation and the availability of credit, the effects of competition in the diesel engine market, the effects of inflation, and the ability of Guangxi Yuchai Machinery Company Limited, a subsidiary of the Company, to control its expenses, capital expenditures and receivables, finance its working capital and capital expenditures and commercially introduce new products in the future. These and other factors, and their effects on the Company's results of operations and financial condition, are more fully described in the Company's Form 20-F filings with the SEC under the Securities Exchange Act of 1934, as amended. 1. Other Events On March 25, 2003 in Singapore, the Company issued a press release announcing its year 2002 results. A copy of the press release dated March 25, 2003 is attached hereto as Exhibit 1.1 and is incorporated herein by reference. 2. Exhibits 1.1 Press release dated March 25, 2003.
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: March 26, 2003 CHINA YUCHAI INTERNATIONAL LIMITED By: /s/ Philip Ting Sii Tien -------------------------------- Name: Philip Ting Sii Tien Title: Chief Financial Officer
EXHIBIT INDEX 1.1 Press release dated March 25, 2003.
EXHIBIT 1.1 FOR IMMEDIATE RELEASE CHINA YUCHAI INTERNATIONAL LIMITED ANNOUNCES STRONG PERFORMANCE FOR 2002 SINGAPORE, MARCH 25, 2003 - China Yuchai International Limited (CYI) today announced strong performance for the year ended December 31, 2002 with net income of Rmb412.4 million (US$49.8 million) as compared to the net income of Rmb250.4 million (US$30.3 million) for the same period in 2001. This significant improvement in performance is due to strong market demand for Guangxi Yuchai Machinery Company Limited's (YUCHAI) engines and strong customer acceptance of new models. Net sales of Rmb3,513.0 million (US$424.5 million) for the year ended December 31, 2002 represent an increase of approximately 97% compared to same period last year of Rmb1,783.3 million (US$215.5 million). Total unit sales of 130,283 diesel engines for the year ended December 31, 2002 was 76% higher than the same period last year. For the year ended December 31, 2002, selling, general and administrative expenses increased by approximately 75% due mainly to higher staff costs, transport charges, arising from higher unit sales and research and development expenditures. However, the selling, general and administrative expenses increase of 12% as a percentage of sales ratio for the year ended December 31, 2002 is lower than the 14% for same period last year. As a result, operating income increased to Rmb640.3 million (US$77.4 million) for the year ended December 31, 2002 as compared to Rmb295.1 million (US$35.6 million) for the same period last year. Interest expense declined slightly to Rmb25.1 million (US$3.0 million) for the period ended December 31, 2002 as compared to Rmb29.8 million (US$3.6 million) for same period last year due to the repayment of bank loans during the year. According to Government industry statistics, in the year 2002, there was an increase in the sales of light to heavy trucks and buses in China of over 30% compared to the same period last year (source data: China Association of Automobile Manufacturers). Yuchai was able to achieve a much higher increase of 76% for its engines due to its successful marketing programs and strong customer acceptance of its new models which comply with China's new emission controls for its engines. 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.
We expect that the market demand for diesel engines in China will increase with the continued expansion of the highways and toll roads in China leading to increasing demand for new trucks and buses. The Board of Directors is pleased to announce an interim ordinary dividend of US$0.10 per share and a special dividend of US$0.30 per share for the year ended December 31, 2002. These dividends will be paid to members whose names appear on the register of members of CYI on 14 April 2003. The payment date of these dividends will be 19 May 2003. Basic and diluted net income per share for the year ended December 31, 2002 was Rmb11.67 (US$1.41) compared to a basic and diluted net income per share of Rmb7.09 (US$0.86)for the same period in 2001. OTHER DEVELOPMENTS As disclosed in our annual report on Form 20-F for the fiscal year ended December 31, 2001, although we own 76.4% of Yuchai's shares, we require the cooperation of Yuchai's minority shareholder, Guangxi Yuchai Machinery Holdings Company (the "State Holding Company") and its legal representative, Mr. Wang Jianming, in the daily management and operation of Yuchai. There have been continuing difficulties in obtaining that cooperation, most notably in implementation of decisions of the CYI Board on capital expenditures and the payment of dividends in 2002. On 23 August 2002, Yuchai's Board of Directors and shareholders approved the payment of a final dividend for 2001 and an interim dividend for 2002 totaling Rmb 321,632,755, of which our share amounts to Rmb 245,687,110 (US$29.6 million). Although the dividends due to the State Holding Company and certain legal representatives of Yuchai have been paid, the dividends due to CYI to date have not. We are aware of no legal or financial barriers to the payment of these dividends and continue to work with the management of Yuchai, government officials and others in order to procure the release of these dividends and prevent a recurrence of a payment delay in the future. Through our representation on Yuchai's Board of Directors, we are continuing to put procedures in place to improve the management and corporate governance of Yuchai. For example, during 2002, Yuchai's Board of Directors took steps to draft and put in place corporate governance guidelines for Yuchai, as well as to amend Yuchai's Articles of Association to enable the adoption of such guidelines. Yuchai is still in the process of adopting these guidelines and is awaiting Chinese Government approval of such guidelines. There can be no assurances as to when this process will be completed, however, or as to its ultimate success. In October 2002, we were advised China Everbright Holdings Limited sold its 24.3% indirect shareholding in CYI to Goldman Industrial Limited. In connection with the sale, the two directors nominated by China Everbright Holdings Limited, Mr Yang Bin and Mr Yang Yongsheng, resigned from CYI's Board of Directors.
China Yuchai International Limited Executive Office 16 Raffles Quay #26-00 Hong Leong Building Singapore 048581 Tel: (65) 6220 8411 Fax: (65) 6226 0502 Contact persons: Mr Wrixon F. Gasteen, President Mr Philip Ting, Chief Financial Officer
CHINA YUCHAI INTERNATIONAL LIMITED CONSOLIDATED INCOME STATEMENTS (DRAFT) FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002 (RMB AND US$ AMOUNTS EXPRESSED IN THOUSANDS, EXCEPT PER SHARE DATA) Year Ended December 31 ------------------------------------------------------- 2001 2002 2002 2002 --------- --------- --------- ------- Rmb' 000 Rmb' 000 Rmb' 000 US'000 Net sales 1,414,527 1,783,329 3,513,047 424,455 Cost of goods sold 960,079 1,183,403 2,371,080 286,480 --------- --------- --------- ------- Gross profit 454,448 599,926 1,141,967 137,975 Research and development costs 49,011 44,721 75,532 9,126 Selling, general and administrative expenses 298,361 243,231 426,128 51,486 Amortisation of goodwill 16,859 16,859 - - --------- --------- --------- ------- Operating income 90,217 295,115 640,307 77,363 Interest expense 27,886 29,784 25,144 3,038 Other expenses/(income), net (1,685) (3,858) (10,287) (1,243) --------- --------- --------- ------- Income before income taxes and minority interest 64,016 269,189 625,450 75,568 Income tax expense 10,682 (63,584) 83,242 10,057 --------- --------- --------- ------- Income before minority interest 53,334 332,773 542,208 65,511 Minority interest in profit of consolidated subsidiaries 16,256 82,386 129,775 15,680 --------- --------- --------- ------- Net income 37,078 250,387 412,433 49,831 ========= ========= ========= ======= Net income attributable to common share Rmb Rmb Rmb US$ Basic and diluted 1.05 7.09 11.67 1.41 ========= ========= ========= =======
SELECTED BALANCE SHEET ITEMS (DRAFT) (RMB AND US$ AMOUNTS EXPRESSED IN THOUSANDS) As of As of December 31, 2001 December 31, 2002 ----------------- ---------------------- RMB RMB US$ Cash and Cash Equivalents 409,193 643,200 77,713 Trade Accounts Receivables, Net 773,789 1,003,135 121,201 Net Current Assets 1,100,462 1,340,832 162,004 Total Assets 3,262,868 3,985,459 481,533 Trade Accounts Payable 349,313 628,901 75,985 Short-Term and Long-Term Bank Loans 445,000 315,000 38,059 Shareholders' Equity 1,805,045 2,161,903 261,207