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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001145549-03-000572.txt : 20030519
<SEC-HEADER>0001145549-03-000572.hdr.sgml : 20030519
<ACCEPTANCE-DATETIME>20030519084416
ACCESSION NUMBER:		0001145549-03-000572
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20030531
FILED AS OF DATE:		20030519

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CHINA YUCHAI INTERNATIONAL LTD
		CENTRAL INDEX KEY:			0000932695
		STANDARD INDUSTRIAL CLASSIFICATION:	ENGINES & TURBINES [3510]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13522
		FILM NUMBER:		03709679

	BUSINESS ADDRESS:	
		STREET 1:		16 RAFFLES QUAY #26-00
		STREET 2:		HONG LEONG BLDG
		CITY:			SINGAPORE 0104 SINGA
		STATE:			U0
		BUSINESS PHONE:		0116563226220

	MAIL ADDRESS:	
		STREET 1:		16 RAFFLES QUARY #26-00
		CITY:			SINGAPORE
		STATE:			U0
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>u92139e6vk.txt
<DESCRIPTION>CHINA YUCHAI INTERNATIONAL LIMITED
<TEXT>
<PAGE>
================================================================================

                                 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 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.

================================================================================
<PAGE>

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 herein 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, 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 on China as 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.


Recent Developments

As previously disclosed, the Company has had continuing difficulties with
Guangxi Yuchai Machinery Holdings Company (the "State Holding Company") and Mr.
Wang Jianming with respect to the Company's Chinese operating subsidiary,
Guangxi Yuchai Machinery Company Limited ("Yuchai"). The State Holding Company
is a minority shareholder of Yuchai, and is wholly-owned by the provincial
government of the Guangxi Zhuang Autonomous Region. Wang Jianming is the
Chairman, legal representative and Chief Executive Officer of Yuchai and a
director of the Company, as well as the Chairman and legal representative of the
State Holding Company. Most notably, these difficulties have continued with
respect to corporate governance and capital expenditures at Yuchai and the
payment to the Company of its share of the dividends declared by Yuchai's
shareholders in August 2002 (the "August 2002 Dividend").

The Company has attempted to remedy these difficulties using various avenues. As
these difficulties remain to be resolved, the Board of Directors of the Company
established a Special Committee comprising three directors of the Company, and
authorized it to investigate, consider and cause the Company to undertake steps,
including legal action if necessary, to attempt to remedy these difficulties.
The Special Committee has advised the Company that it believes that the delay in
the payment of the August 2002 Dividend to the Company may in part be caused by
Wang Jianming acting together with a new shareholder of the Company, as detailed
below.

The Company received a letter from Zhong Lin Development Company Limited ("Zhong
Lin") claiming that it had acquired shares in Yuchai that had previously been
owned by China Everbright Holdings Company Limited ("China Everbright"). Zhong
Lin demanded payment to itself of what would have been China Everbright's
portion of the August 2002 Dividend. The Company advised Zhong Lin that China
Everbright had been an indirect shareholder of the Company, and not of Yuchai,
and that shareholders of the Company were not entitled to direct payment of
dividends from Yuchai. The Company subsequently confirmed from a Schedule 13D
filed by Coomber Investments Limited and Goldman Industrial Limited ("Goldman")
that Coomber, a wholly-owned subsidiary of China Everbright and the record
holder of China Everbright's shares in the Company, had in fact been acquired
from China Everbright by Goldman.

In March 2003, Wang Jianming forwarded to the Company a letter from Goldman
demanding that the Company agree in advance to remit within one month of
receiving its share of the August 2002 Dividend all or substantially all of that
amount to its shareholders, and to appoint two named individuals to the
Company's Board of Directors. Although the letter was from Goldman, Wang
Jianming referred to these individuals as directors nominated by Zhong Lin. Wang
Jianming suggested that Zhong Lin had complained to the Guangxi provincial
authorities that certain aspects of the foreign ownership and control of Yuchai
had not been properly approved. Wang Jianming further suggested that only if
Zhong Lin's demands were met could the Company expect that the question of the
payment of the Company's share of the August 2002 Dividend might be addressed by
the Chinese shareholders.
<PAGE>
As previously disclosed, the Company is not aware of any legal or financial
barriers to the payment of these dividends. The Company has not received notice
from any Chinese authority that Zhong Lin or any other Chinese party has
complained that the exercise by Yuchai's foreign shareholders of control over
Yuchai is improper. The Company believes that any such complaints, if made,
would be baseless, that Yuchai's ownership structure has been validly approved
by the relevant Chinese authorities, and that the Company's share of the August
2002 Dividend is properly due and owing. The Company has caused management at
Yuchai to set aside funds in the amount of RMB 250 million in anticipation of
the release to the Company of its share of the August 2002 Dividend.


The Company has repeatedly reminded Wang Jianming of his duties as Chief
Executive Officer of Yuchai to ensure that the August 2002 Dividend be paid to
Yuchai's shareholders. The Company has also repeatedly reminded Wang Jianming of
his duties as a director of the Company and of Yuchai. Wang Jianming has
nonetheless continued to withhold payment of the Company's share of the August
2002 Dividend. The Company has also repeatedly demanded information from Wang
Jianming concerning his interests in Zhong Lin and/or Goldman. The Company has
also requested Goldman to provide information concerning its relationship to
Zhong Lin, Wang Jianming and the Guangxi provincial government. Neither Wang
Jianming nor Goldman has provided any such information. On April 23, 2002, Wang
Jianming informed the Company that he had no obligation to provide the
requested information.

The Special Committee has determined that the Company take the following
actions.

On May 19, 2003 in New York, the Company will initiate civil proceedings in
United States federal court against Coomber, Goldman, Zhong Lin and Wang
Jianming with respect to certain deficiencies in the Schedule 13D dated November
13, 2002 and filed December 16, 2002 reporting beneficial ownership by Coomber
and Goldman of 8,601,550 shares of CYI. The civil proceedings also seek to
compel, among other things, disclosure of the identity of all the beneficial
owners of these CYI shares, as well as those parties' intentions with respect to
CYI, and to enjoin further acquisitions of CYI shares by Coomber, Goldman, Zhong
Lin and Wang Jianming until at least such time as the Schedule 13D has been
corrected.

On May 19, 2003 in London, the Company initiated arbitration proceedings against
Yuchai, the State Holding Company and Wang Jianming with respect to the
non-payment of dividends to the Company, pursuant to the arbitration provisions
in Yuchai's articles of association. As previously disclosed, the dividends due
to the State Holding Company have been paid in full. In contrast, the dividends
due to the Company have not been paid to date. The proceedings seek to cause
Yuchai to release payment of RMB 245,765,702 (US$29.7 million) in dividends owed
to the Company, in accordance with the Company's rights as a shareholder under
Yuchai's articles of association.

The Company has also taken steps on May 19, 2003 to initiate arbitration
proceedings in Singapore against Wang Jianming as Chief Executive Officer of
Yuchai, for breach of his Employment Agreement, dated November 1, 2001, with the
Company, breach of his fiduciary duties, and fraud arising from his repeated
failure to comply with the instructions of the Company's Board of Directors,
including with respect to capital expenditures, corporate governance, use of
corporate assets, and non-payment of dividends owed to the Company.

The Company is also taking steps to terminate Wang Jianming's employment as
Chief Executive Officer of Yuchai. On May 19, 2003, the Company served notice on
Wang Jianming giving him 60 days' notice of termination, in accordance with the
terms of his Employment Agreement. The Company is also considering avenues to
remove Wang Jianming as a director of each of the Company and Yuchai. The
Company has also filed a complaint with the appropriate Chinese authorities.

As previously announced, the Company declared 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, payable to members whose names appeared on the
Company's register of members on April 14, 2003. These dividends are to be paid
on May 19, 2003 from cash reserves of the Company to each of its members other
than to Coomber, pending the release of the dividends from Yuchai to the Company
described above.

No assurance can be given that the Company will prevail in the foregoing actions
or that a negative outcome will not have a material adverse effect on the
Company's financial condition, results of operations, business or prospects.

<PAGE>
                                   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 19, 2003


                                            CHINA YUCHAI INTERNATIONAL LIMITED

                                            By: /s/ Philip Ting Sii Tien
                                                --------------------------------
                                            Name:  Philip Ting Sii Tien
                                            Title: Chief Financial Officer

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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