================================================================================ 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 August 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No. 333-111106) on Form F-3 and to be part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company with the U.S. Securities and Exchange Commission (the "SEC").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 ("Yuchai"), 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 Company's ability to successfully implement the agreement it reached with Yuchai in July 2003, 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 August 11, 2004 in Singapore, the Company issued a news release announcing its interim results for the three months and six months ended June 30, 2004. A copy of the news release dated August 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 August 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: August 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 August 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 SATISFACTORY PERFORMANCE FOR Q2 2004 SINGAPORE, AUGUST 11, 2004 -- China Yuchai International Limited (CYI) today announced satisfactory performance for the three months ended June 30, 2004 with net income of Rmb98.9 million (US$12.0 million), despite the effects of the cooling down measures implemented by the Chinese government, as compared to net income of Rmb124.9 million (US$15.1 million) for the same period in 2003. Net sales of Rmb1,149.6 million (US$138.9 million) for the three months ended June 30, 2004 represents a slight decrease of 1.5% compared to same period last year of Rmb1,166.8 million (US$141.0 million). Total unit sales of 40,922 diesel engines for the quarter ended June 30, 2004 was 5% lower than the same period last year of 43,041 diesel engines. Net sales of Rmb2,726.7 million (US$329.4 million) for the six months ended June 30, 2004 represents an increase of approximately 14.9% compared to Rmb2,373.9 million (US$286.8 million) for the same period last year. Total unit sales of 105,323 diesel engines for the six months ended June 30, 2004 was approximately 10.6% higher than the same period last year of 94,931 diesel engines. This was due mainly to the strong unit sales in the first quarter ended March 31, 2004 arising from higher unit sales of Yuchai's 6108 medium, 4-series light-duty diesel and industrial engines. The overall gross margin of 31.0% for the six months ended June 30, 2004 was 1.4% higher than the 29.6% gross margin of the same period last year mainly due to product sales mix and production efficiency. For the six months ended June 30, 2004, selling, general and administrative expenses increased by approximately 13.4% due mainly to higher staff costs, transport charges and loss on disposal of certain obsolete equipment. For the period ended June 30, 2004, trade account receivables and inventories increased as a result of higher sales volume and normal seasonality factors. Cash balances have decreased and bank borrowings have increased for the period ended June 30, 2004 mainly due to increased capital expenditure payments made during the six months ended June 30, 2004. Amount due from a related company as of June 30, 2004 of Rmb202.9 million (US$24.5 million) relates to advance payments made for a new logistics company, which is controlled by local Chinese stakeholders in Guangxi Yuchai Machinery Company Limited. Basic and diluted net income per share for the six months ended June 30, 2004 was Rmb8.32 (US$1.01) compared to a basic and diluted net income per share of Rmb6.86 (US$0.83) for the same period in 2003.
CHINA YUCHAI INTERNATIONAL LIMITED 16 RAFFLES QUAY #26-00 HONG LEONG BUILDING SINGAPORE 048581 TEL: (65) 6220 8411 FAX: (65) 6226 0502 Government industry statistics show that in the first half of 2004, there was an increase of approximately 18% in sales of trucks and buses in China compared to the same period last year. Demand for new trucks and buses would likely have been higher if not for the stricter enforcement of the Road Traffic legislation which commenced in May 2004, with heavy fines on overloading and non-compliance to vehicle standard specifications such as vehicle weight and length. We believe that demand for new trucks was held back as potential buyers preferred to wait and see how persistent the government authorities will be in enforcing the Road Traffic Act regulations. We believe that this situation also led to an increase in freight rates and potential truck buyers appear to be adopting a "wait-and-see" attitude before making their buying decisions. According to the China Economic Information Network, owned by the Beijing National Development and Reform Commission, the cooling down measures have been far more effective than initially expected. This will enable the Beijing government to moderate its growth target in 2004. Mr Wrixon F. Gasteen, President and Director stated that "the good profit performance for the six months ended June 30, 2004 was achieved due mainly to the strong unit sales recorded in the first quarter of 2004 and despite the impact in Q2 2004 arising from the cooling down measures implemented by the Chinese government. Despite the impact of the stricter enforcement of the Road Traffic regulations and the tightening of bank lending policies on financing of new vehicles, Yuchai was able to achieve net income growth of approximately 21.2% for the six months ended June 30, 2004 compared to the same period last year. We expect that the market demand for diesel engines in China will remain strong with the ongoing expansion of new highways and tolls in China which will lead to increased demand for trucks and buses in China. We believe that the Company, as one of the top three manufacturers of diesel engines in China, will be able to take advantage of this growth demand." 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: 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 8.2766 = US$1.00, the rate quoted by the People's Bank of China at the close of business on June 30, 2004. No representation is made that the Renminbi amounts could have been, or could be, converted into U.S. dollars at that rate or at any other certain rate on June 30, 2004 or at any other date. Note 2: All financial data (both in Renminbi and U.S. dollars) is unaudited.
CHINA YUCHAI INTERNATIONAL LIMITED UNAUDITED CONSOLIDATED INCOME STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2004 (RMB AND US$ AMOUNTS EXPRESSED IN THOUSANDS, EXCEPT PER SHARE DATA) For Quarter ended June 30, For six months ended June 30, -------------------------------------- -------------------------------------- 2003 2004 2004 2003 2004 2004 ---- ---- ---- ---- ---- ---- Rmb'000 Rmb'000 US$'000 Rmb'000 Rmb'000 US$'000 Net sales 1,166,806 1,149,587 138,896 2,373,961 2,726,732 329,451 Cost of goods sold 885,806 814,105 98,362 1,671,339 1,881,895 227,376 ---------- ---------- ---------- ---------- ---------- ---------- Gross profit 281,000 335,482 40,534 702,622 844,837 102,075 Research and development cost (6,306) 30,904 3,734 30,009 56,369 6,811 Selling, general and administrative expenses 88,196 144,609 17,472 285,948 324,195 39,169 ---------- ---------- ---------- ---------- ---------- ---------- Operating income 199,110 159,969 19,328 386,665 464,273 56,095 Finance cost 4,606 7,863 950 10,164 13,807 1,668 Other net income (6,964) (5,300) (640) (6,964) (5,880) (710) ---------- ---------- ---------- ---------- ---------- ---------- Income before income taxes and minority interests 201,468 157,406 19,018 383,465 456,346 55,137 Income tax expense 33,289 26,751 3,232 61,236 69,744 8,427 ---------- ---------- ---------- ---------- ---------- ---------- Income before minority interests 168,179 130,655 15,786 322,229 386,602 46,710 Minority interests in income of consolidated subsidiaries 43,266 31,744 3,835 79,698 92,632 11,192 ---------- ---------- ---------- ---------- ---------- ---------- Net income 124,913 98,911 11,951 242,531 293,970 35,518 ========== ========== ========== ========== ========== ========== Net income attributable to common shares Rmb Rmb US$ Rmb Rmb US$ Basic and diluted 3.53 2.80 0.34 6.86 8.32 1.01 ========== ========== ========== ========== ========== ========== 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 8.2766 = US$1.00, the rate quoted by the People's Bank of China at the close of business on June 30, 2004. No representation is made that the Renminbi amounts could have been, or could be, converted into U.S. dollars at that rate or at any other certain rate on June 30, 2004 or at any other date.
CHINA YUCHAI INTERNATIONAL LIMITED SELECTED BALANCE SHEET ITEMS (RMB AND US$ AMOUNTS EXPRESSED IN THOUSANDS) As of As of December 31, 2003 June 30, 2004 ----------------- ------------- (Audited) (Unaudited) Rmb Rmb US$ Cash Balances 631,938 437,523 52,863 Trade Accounts Receivable, Net 849,611 1,098,805 132,760 Inventories, Net 877,334 1,165,430 140,810 Amount due from a related company 13,347 202,866 24,511 Working Capital 962,804 1,236,443 149,390 Total Assets 4,033,632 4,814,108 581,653 Trade Accounts Payable 731,966 1,020,426 123,290 Short-Term and Long-Term Borrowings 298,000 390,000 47,121 (including a loan from a related party as of December 31, 2003) Shareholders' Equity 1,991,687 2,285,657 276,159 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 8.2766 = US$1.00, the rate quoted by the People's Bank of China at the close of business on June 30, 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 June 30, 2004 or at any other date.