-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 KHTpmSQYPTRh8ZcNk3tG5NBkBkMB+c3OeYbaf8uSSkqW0PrLwL9krNvgCVZdmxNl
 T8GyiZ9ccMjW0ViOxdvAfQ==

<SEC-DOCUMENT>0001145549-03-000763.txt : 20030626
<SEC-HEADER>0001145549-03-000763.hdr.sgml : 20030626
<ACCEPTANCE-DATETIME>20030626140015
ACCESSION NUMBER:		0001145549-03-000763
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20030630
FILED AS OF DATE:		20030626

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:		03758301

	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>u92159e6vk.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 June 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 of 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 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.


RECENT DEVELOPMENTS

As previously disclosed by the Company, the Company has had continuing
difficulties in obtaining the cooperation of Guangxi Yuchai Machinery Holdings
Company (the "State Holding Company") and Mr. Wang Jianming in the daily
management and operation of the Company's Chinese operating subsidiary, Guangxi
Yuchai Machinery Company Limited ("Yuchai"). The State Holding Company is a
minority shareholder of Yuchai and, based on new information described below, is
wholly-owned by the municipal government of Yulin City in the Guangxi Zhuang
Autonomous Region (the "Yulin City Government"), not 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").

Legal Proceedings

Following numerous attempts to remedy these difficulties, the Company initiated
civil proceedings in New York and arbitration proceedings in London and
Singapore, as detailed in the Company's Current Report on Form 6-K dated May 19,
2003. These proceedings are continuing.

In the civil proceedings which the Company initiated in New York against Coomber
Investments Limited ("Coomber"), Goldman Industrial Limited ("Goldman"), Zhong
Lin Development Company Limited ("Zhong Lin") and Wang Jianming, a temporary
restraining order has been entered, temporarily enjoining Coomber, Goldman,
Zhong Lin and Wang Jianming and parties acting in concert with them from
acquiring additional shares of the Company and from controlling the Company or
making material changes to the Company's business or corporate structure. By its
terms, the temporary restraining order is to remain in effect until the court
determines the Company's motion for a preliminary injunction or until the
defendants have adequately complied with their disclosure obligations under U.S.
federal securities laws. The preliminary injunction hearing is presently
scheduled for July 2, 2003.

On June 23, 2003 the defendants filed an amended Schedule 13D reporting
beneficial ownership of 8,601,550 shares of the Company (the "Amended Schedule
13D"). The Amended Schedule 13D amends and restates in its entirety the Schedule
13D dated November 13, 2002 and filed December 16, 2002, which reported
beneficial ownership by Coomber and Goldman of 8,601,550 shares, or 24.3%, of
the Company (the "Coomber Shares"). The Amended Schedule 13D also reports that
the ultimate beneficial owner of the Coomber Shares is the Yulin City
Government, and reports certain financing and control arrangements with respect
to the acquisition of the Coomber Shares, as well as the Yulin City Government's
purported intentions with respect to the Company.

                                       2
<PAGE>

The defendants in these proceedings have filed an opposition brief with the
court requesting that the temporary restraining order be dissolved and the
Company's request for a preliminary injunction be denied, on the basis that the
Amended Schedule 13D corrects their prior reporting violations. The Company is
reviewing the assertions and documents contained in the defendants' Amended
Schedule 13D and will take all appropriate steps to ensure that defendants
comply with their disclosure obligations.

In the London arbitration proceedings which the Company initiated against
Yuchai, the State Holding Company and Wang Jianming, the Company is seeking an
award directing Yuchai to pay to each of the six subsidiaries through which the
Company holds its shares in Yuchai their respective pro-rata share of the August
2002 Dividend, as well as a determination that the Articles of Association of
Yuchai have been violated. The respondents in the arbitration have submitted a
response and counter-claim, requesting that the State Holding Company and Wang
Jianming be dismissed from the proceedings. In the respondents' response and
counter-claim, the respondents acknowledge Yuchai's obligation to pay the
Company its pro-rata share of the August 2002 Dividend. The response and
counter-claim also states that Yuchai has segregated sufficient funds to pay the
Company its pro-rata share of the August 2002 Dividend, that the funds are
currently held in time deposit accounts in China, and that Yuchai has been and
remains fully prepared to pay those dividends to the Company. However, the
response and counter-claim asserts that Yuchai is not currently at liberty to
pay the dividends until certain alleged Chinese law irregularities arising from
the structure of the Company's ownership and control of Yuchai are remedied. For
the reasons outlined below, the Company disputes these assertions, and intends
to respond to such counter-claims after the formation of the arbitral tribunal.

In the Singapore arbitration proceedings which the Company initiated against
Wang Jianming pursuant to his Employment Agreement with the Company, Wang
Jianming has requested an extension of time to submit a response to the
Company's request for arbitration, and no substantive filings have been made to
date.

Wang Jianming has, however, responded to the notice which the Company sent to
him on May 19, 2003, terminating his employment as Chief Executive Officer of
Yuchai. The notice provides that the termination is effective July 18, 2003, in
accordance with the notice period specified in Wang Jianming's Employment
Agreement. Wang Jianming has disputed the effectiveness of such notice, and has
also denied the validity of his Employment Agreement with the Company, pursuant
to which such notice was given. Wang Jianming asserts that termination of his
employment as Chief Executive Officer of Yuchai can only be effected by a board
resolution of the Yuchai board of directors. However, Wang Jianming is currently
refusing to hold a meeting of the Yuchai board of directors at this time, in
violation of the requirements of Article 36 of Yuchai's Articles of Association,
which include requirements that a board of directors meeting be held at least
once every six months and that a meeting be held upon a request being made by
more than one-third of the directors.

Exclusion of the Company's Representatives from Yuchai

After the Company initiated the aforementioned proceedings, management of Yuchai
determined that the two senior managers of the Company seconded to Yuchai were
to be excluded from their offices at Yuchai and denied access to certain
operating and financial information with respect to Yuchai, which they had
regularly received as part of their secondment. For the past 10 years, pursuant
to resolutions of the Yuchai board of directors and other contractual
arrangements, representatives of the Company have been stationed at Yuchai to
monitor Yuchai's performance, books and records, and to ensure that the Company
has access to records necessary for it to comply with U.S. federal securities
laws.

The Company believes that this recent decision of Yuchai management to lock out
the Company's representatives is improper, and contravenes resolutions of
Yuchai's board of directors authorizing the presence of these secondees at
Yuchai. The Company has attempted to have these two senior managers reinstated,
but has been unsuccessful to date. Until the Company's representatives are
reinstated at Yuchai, or other information channels are established, no
assurance can be given that the Company will have access to information that it
needs to effectively monitor the operating and financial condition of Yuchai,
which is the Company's sole operating asset.

                                       3
<PAGE>

Recent Chinese Government Letters

On June 16, 2003, the Company received from Yuchai unofficial copies of recent
letters from various Chinese government agencies stating that the transfer of
ownership of shares with respect to Yuchai in November 1994, in connection with
the Company's initial public offering ("IPO"), was not validly approved by the
Chinese authorities, and that as a result the exercise by Yuchai's foreign
shareholders of control over Yuchai has been improper. The background to and
contents of such letters are described below and are based entirely on the
contents of the June 16, 2003 letter.

The Company now believes that, on March 22, 2003, the provincial government of
the Guangxi Zhuang Autonomous Region, apparently acting in response to
complaints from the Yulin City Government, wrote to the Ministry of Commerce in
Beijing ("MOFCOM") (the "March 2003 Letter") advising MOFCOM that Hong Leong
Company [sic] had obtained a golden share through unfair means and took control
of Yuchai in 1994. Although the meaning of the term "golden share" in the March
2003 Letter is not specified and does not specify which entity issued the golden
share, the Company believes that such term likely refers to the Special Share
issued by the Company, a Bermuda company, which is held by Hong Leong Technology
Systems Pte. Ltd., a Singapore Company and an affiliate of Hong Leong Asia
Limited, another Singapore company.

The March 2003 Letter further requested MOFCOM's advice and assistance, and
referred MOFCOM to the approval the Company obtained from the Ministry of
Foreign Trade and Economic Cooperation ("MOFTEC"), in June 1994 in connection
with the Company's IPO (the "June 1994 Approval"). The June 1994 Approval
specifically names six foreign shareholders and authorizes them to own 76.4% of
the shares of Yuchai (which have remained the same six foreign shareholders of
Yuchai until today), and all of the Yuchai shares held by such foreign
shareholders were designated as "foreign investment shares". The June 1994
Approval also stated that "[a]ny issues arising in the future concerning the
transfer of Yuchai shares, including foreign investment shares, shall be
separately reported for approval in accordance with the applicable state laws
and regulations".

Apparently in response to the March 2003 Letter, MOFCOM wrote a letter dated
April 17, 2003 ("April 2003 Letter"). The April 2003 Letter apparently advised
the Guangxi Government that the November 1994 transfer, by the owners of
Yuchai's six foreign shareholders, of the owners' equity interests in such six
foreign shareholders, to the Company, in exchange for shares of the Company in
anticipation of the Company's IPO, was not in conformity with the conditions set
by MOFTEC in the June 1994 Approval. MOFCOM requested the Guangxi Government to
advise the Chinese and foreign shareholders of Yuchai to "promptly rectify these
matters" and "to resolve the related issues in an appropriate manner".

In response, the Guangxi Government then appears to have sent a letter dated May
22, 2003 ("May 2003 Letter") to the Yulin City Government advising them of
MOFCOM's response and similarly requesting the Yulin City Government to cause
the Chinese and foreign shareholders of Yuchai to promptly rectify the
"irregularities in the equity transfer process and to resolve the related issues
in an appropriate manner".

Apparently, the Yulin City Government then sent a letter dated June 10, 2003
("June 10 Letter") to Yuchai giving a two-month period within which the Chinese
and foreign shareholders are required to remedy these "irregularities".

Based on advice from its special Chinese counsel, the Company believes that this
recent correspondence is based on an incorrect understanding of the facts and
circumstances of the November 1994 share transfers and an incorrect
interpretation of the language of the June 1994 Approval. The Company further
believes, similarly based on advice from its special Chinese counsel, 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. In addition, legal opinions were given at the time of the
Company's IPO stating that all necessary approvals had been granted and that
Yuchai's ownership structure was valid under Chinese law. The Company has
written to various Chinese government agencies to communicate its beliefs in
this respect, and the Company is also actively taking steps to arrange meetings
with appropriate officials in China to clarify the basis for this recent
correspondence.

                                       4
<PAGE>

Yuchai's current ownership structure had been unchallenged since it was
established almost nine years ago, and payments have been made by Yuchai to the
Company for each dividend declared prior to the August 2002 Dividend. The
Company believes that no changes have occurred in the ownership structure that
would invalidate the Chinese governmental approvals that were obtained in 1994.
However, if the Company is unable to demonstrate to the relevant Chinese
authorities that these recent letters are based on an inaccurate understanding
of the facts and should therefore be withdrawn, the Company may have to address
the possibility that the Company's shareholding of Yuchai could be declared
improper and/or invalid and/or illegal.

Guangxi Yuchai Board Meetings

On June 3, 2003, six directors of Yuchai signed a notice calling for a board
meeting of Yuchai, in accordance with the provisions of Article 36 of Yuchai's
Articles of Association. The notice set the date for the meeting as July 4,
2003, which allowed 30 days' notice pursuant to the requirements of the Articles
of Association. However, on June 20, 2003, counsel for Wang Jianming informed
the Company's counsel that Wang Jianming has advised that the Chinese directors
do not believe that it is appropriate to convene a meeting of the Guangxi Yuchai
Board of Directors at this time and under these circumstances. Similar reasons
were given by Wang Jianming when he cancelled the Yuchai Board of Directors
Meeting which was scheduled for March 13, 2003. As a result of Wang Jianming's
cancellation of the March 13, 2003 board meeting, the most recent Yuchai board
meeting was held on November 1, 2002, more than six months ago. Article 36 of
Guangxi Yuchai's Articles of Association requires that "[t]he Board of Directors
shall meet at least once every six months".

The six directors who issued the notice calling for the July 4 meeting cannot
proceed to hold that meeting without the consent and participation of Wang
Jianming and directors appointed by the State Holding Company. Pursuant to
Article 36 of Yuchai's Articles of Association, at least seven directors are
required to be present in order to satisfy the quorum requirements for a board
of directors meeting, four of whom represent holders of Yuchai's foreign shares
(i.e., Yuchai's foreign shareholders) and three of whom represent holders of
state or legal shares of Yuchai (i.e., Yuchai's Chinese shareholders). The
Company believes that Wang Jianming may be refusing to participate in Yuchai
board of director meetings, so that he can maintain control over Yuchai without
the oversight of the Company, many of whose directors also serve as directors of
Yuchai.

The Company is continuing in its efforts to obtain the assistance of the
relevant government authorities in China for a comprehensive resolution of the
matters in dispute. No assurance can be given that the Company will prevail in
its legal proceedings or prevail upon the relevant government authorities in
China to withdraw the abovementioned letters, or that a negative outcome with
respect to either of the foregoing will not have a material adverse effect on
the Company's financial condition, results of operations, business or prospects.

                                       5
<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: June 26, 2003


                                          CHINA YUCHAI INTERNATIONAL LIMITED

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

                                       6






</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
