================================================================================ 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 May 2004 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. ================================================================================
This Report on Form 6-K shall be deemed to 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No. 333-111106) on Form F-3 and to be part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company with the U.S. Securities and Exchange Commission (the "SEC").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 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 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 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, 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. 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 May 11, 2004 in Singapore, the Company issued a news release announcing its interim results for the three months ended March 31, 2004. A copy of the news release dated May 11, 2004 is attached hereto as Exhibit 1.1 and is incorporated herein by reference. 2. Exhibits 1.1 Press Release of the Company dated May 11, 2004.
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: May 11, 2004 CHINA YUCHAI INTERNATIONAL LIMITED By: /s/ Philip Ting Sii Tien ------------------------------------ Name: Philip Ting Sii Tien Title: Chief Financial Officer and Director
EXHIBIT INDEX 1.1 Press Release of the Company dated May 11, 2004.
Exhibit 1.1 CHINA YUCHAI INTERNATIONAL LIMITED 16 RAFFLES QUAY #26-00 HONG LEONG BUILDING SINGAPORE 048581 TEL: (65) 6220 8411 FAX: (65) 6226 0502 FOR IMMEDIATE RELEASE CHINA YUCHAI INTERNATIONAL LIMITED ANNOUNCES STRONG PERFORMANCE FOR Q1 2004 SINGAPORE, MAY 11, 2004 - China Yuchai International Limited (CYI) today announced very strong performance for the quarter ended March 31, 2004 with net income increasing by 66% to Rmb195.1 million (US$23.6 million) as compared to net income of Rmb117.6 million (US$14.2 million) for the same period in 2003. This significant improvement in performance is due to particularly strong market demand for Guangxi Yuchai Machinery Company Limited's (Yuchai) diesel engines, and in particular due to increases in unit sales of Yuchai's 6108 medium-duty, 4-series light-duty diesel and industrial engines. Net sales increased by approximately 31% to Rmb1,577.1 million (US$190.5 million) for the quarter ended March 31, 2004 compared to same period last year of Rmb1,207.2 million (US$145.8 million). Total unit sales of 64,401 diesel engines for the quarter ended March 31, 2004 was 24% higher than the same period last year. The overall gross margin of 32.3% for the quarter ended March 31, 2004 has declined by approximately 2.6% as compared to 34.9% gross margin for the first quarter of 2003 mainly due to the change in the product mix arising from more sales of the lower margin 4-series light-duty and industrial engines during the first quarter of 2004. For the quarter ended March 31, 2004, selling, general and administrative expenses decreased by approximately 9% due mainly to lower advertising, promotion and sales commission expenses. For the quarter ended March 31, 2004, trade account receivables and inventories increased as a result of higher sales volume and normal seasonality factors. Cash balances has decreased and bank borrowings have increased for the quarter ended March 31, 2004 mainly due to increased capital expenditure payments made during the first quarter of 2004. Basic and diluted net income per share for the quarter ended March 31, 2004 was Rmb5.52 (US$0.67) compared to a basic and diluted net income per share of Rmb3.33 (US$0.40) for the same period in 2003. Mr Wrixon F. Gasteen, President and Director stated that "the strong profit performance for the first quarter of 2004 is commendable. The fact that this was achieved prior to the full-scale launch of the new 300+ horsepower heavy duty 6113 series of diesel engines augurs well for the remainder of 2004. Despite recent announcements by the Chinese government to introduce measures on certain sectors to avoid overheating of the economy, 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, buses and construction equipment."
CHINA YUCHAI INTERNATIONAL LIMITED 16 RAFFLES QUAY #26-00 HONG LEONG BUILDING SINGAPORE 048581 TEL: (65) 6220 8411 FAX: (65) 6226 0502 Mr Gasteen further stated that "in the first quarter of 2004, Yuchai signed a technical co-operation agreement with Japan's Yamaha for the joint development of Yuchai's YC61082LC diesel engine for ships. The engine will be mainly used in high-speed powerboats and vessels with speeds of up to 110km/hr. This technical co-operation will enable Yuchai to further diversify the markets for its products." Other Events As previously disclosed, in July 2003, representatives of CYI agreed with representatives of Yuchai and the Yulin City Government to resolve certain disputed matters relating to CYI's investment in Yuchai. As part of this agreement, CYI and Yuchai withdrew their respective legal and arbitrational claims against each other and the related parties, and agreed to work together in trying to jointly promote mutual plans to enhance shareholder value in CYI. For the past several months, the parties to the settlement agreement and their advisors have been actively seeking to agree on a restructuring plan for CYI, as contemplated in the settlement agreement. However, CYI believes that the parties will not be able to implement a restructuring of CYI in the manner contemplated in the settlement agreement in the near future. CYI remains committed to work towards an agreed plan with the parties to the settlement agreement with the goal of enhancing value for its shareholders as expeditiously as possible. Discussion with the parties concerned and their professional advisers are ongoing. CYI is unable to determine at this point in time when such restructuring will likely be completed and the form that it is likely to take. No assurance can be given that CYI will be able to secure the agreement of the Chinese stakeholders to any alternative restructuring arrangement, or that implementation of any such restructuring will effectively resolve all of the difficulties faced by CYI with respect to its investment in Yuchai. If CYI does undertake a restructuring, no assurance can be given that the implementation thereof will not have an unintended material adverse effect on CYI's financial condition, results of operations, business or prospects. In addition, CYI is experiencing certain difficulties again in obtaining the cooperation of the Chinese shareholders of Yuchai in the management and operation of Yuchai. Although CYI is currently seeking to resolve these difficulties through continued dialogue with representatives of Yuchai's Chinese shareholders, CYI has to date been unable to do so and there is no assurance that it will be able to do so. CYI is considering alternatives to address these difficulties, including the commencement of litigation and/or arbitration. General Information 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. 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 Wrixon F. Gasteen, President Mr Philip Ting, Chief Financial Officer and Director Note 1: CYI'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 Rmb 8.2771 = US$1.00, the rate quoted by the People's Bank of China at the close of business on March 31, 2004. No representation is made that the Renminbi amounts could have been, or could be, converted into U.S. dollars at that rate or at any other certain rate on March 31, 2004 or at any other date. Note 2: All financial data (both in Renminbi and U.S. dollars) is unaudited.
CHINA YUCHAI INTERNATIONAL LIMITED UNAUDITED CONSOLIDATED INCOME STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2004 (RMB AND US$ AMOUNTS EXPRESSED IN THOUSANDS, EXCEPT PER SHARE DATA) For Quarter ended March 31, --------------------------------- 2003 2004 2004 --------- --------- ------- Rmb'000 Rmb'000 US$'000 Net sales .................................. 1,207,155 1,577,145 190,543 Cost of goods sold ......................... 785,533 1,067,790 129,005 --------- --------- ------- Gross profit ............................... 421,622 509,355 61,538 Research and development cost .............. 36,315 25,465 3,077 Selling, general and administrative expenses 197,752 180,563 21,815 --------- --------- ------- Operating income ........................... 187,555 303,327 36,646 Finance cost ............................... 5,558 5,944 718 Other net income ........................... - (1,557) (188) --------- --------- ------- Income before income taxes and minority interests ........................ 181,997 298,940 36,116 Income tax expense ......................... 27,947 42,993 5,194 --------- --------- ------- Income before minority interests ........... 154,050 255,947 30,922 Minority interests in income of consolidated subsidiaries .............................. 36,432 60,888 7,356 --------- --------- ------- Net income ................................. 117,618 195,059 23,566 ========= ========= ======= Net income attributable to common shares Rmb Rmb US$ Basic and diluted......................... 3.33 5.52 0.67 ========= ========= ======= Note: 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 Rmb 8.2771 = US$1.00, the rate quoted by the People's Bank of China at the close of business on March 31, 2004. No representation is made that the Renminbi amounts could have been, or could be, converted into U.S. dollars at that rate or at any other certain rate on March 31, 2004 or at any other date.
CHINA YUCHAI INTERNATIONAL LIMITED SELECTED BALANCE SHEET ITEMS (RMB AND US$ AMOUNTS EXPRESSED IN THOUSANDS) As of As of December 31, 2003 March 31, 2004 ----------------- --------------------- (Audited) (Unaudited) RMB RMB US$ Cash Balances 631,938 478,077 57,759 Trade Accounts Receivable, Net 849,611 1,358,147 164,085 Inventories, Net 877,334 1,055,364 127,504 Working Capital 962,804 1,176,869 142,184 Total Assets 4,033,632 4,766,371 575,850 Trade Accounts Payable 731,966 1,043,927 126,122 Short-Term and Long-Term Borrowings 298,000 398,000 48,084 (including a loan from a related party) Shareholders' Equity 1,991,687 2,186,746 264,192 Note: 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 Rmb 8.2771 = US$1.00, the rate quoted by the People's Bank of China at the close of business on March 31, 2004. 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 March 31, 2004 or at any other date.