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<SEC-DOCUMENT>0001145549-05-000190.txt : 20050207
<SEC-HEADER>0001145549-05-000190.hdr.sgml : 20050207
<ACCEPTANCE-DATETIME>20050207062620
ACCESSION NUMBER:		0001145549-05-000190
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050207
FILED AS OF DATE:		20050207
DATE AS OF CHANGE:		20050207

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:		05578907

	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>u92483e6vk.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 February 2005

                         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 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 news release included in this
Form 6-K contains forward-looking statements, as defined in the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements, including without limitation, statements relating to
the Company's new business plan and expansion strategy, acquisition of an equity
stake in Thakral Corporation Ltd, convertible bond issue and status of the
restructuring contemplated by the July 2003 Agreement, are subject to certain
risks and uncertainties, which could cause actual results to differ materially
from historical results or those anticipated. Among the factors that could cause
actual results to differ materially are: the Company's ability to control
Guangxi Yuchai Machinery Company Limited ("Yuchai"), a subsidiary of the
Company; changes in the capital markets and interest rates; 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 Yuchai 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 the Company 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. Although the Company believes the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, the Company can give no assurance that such expectations
will be attained. In addition to the foregoing factors, a description of certain
other risks and uncertainties which could cause actual results to differ
materially can be found in the section captioned "Risk Factors" in the Company's
Annual Report on Form 20-F filed with the U.S. Securities and Exchange
Commission. Readers are cautioned not to place undue reliance on these
forward-looking statements, which are based on the current view of management on
future events. The Company undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.


1.   Other Events

On February 7, 2005 in Singapore, the Company issued a news release announcing
(i) the adoption of a business diversification plan, (ii) the acquisition of an
equity stake in Thakral Corporation Ltd, a China-focused electronics
distribution company, (iii) the issuance of convertible bonds, and (iv) status
of implementation of the July 2003 Agreement regarding Yuchai. A copy of the
news release dated February 7, 2005 is attached hereto as Exhibit 1.1 and is
incorporated herein by reference.


2.   Exhibit

1.1  Press Release of the Company dated February 7, 2005.

                                       2

<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: February 7, 2005

                                 CHINA YUCHAI INTERNATIONAL LIMITED


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

                                       3

<PAGE>

                                  EXHIBIT INDEX

1.1  Press Release of the Company dated February 7, 2005.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>u92483exv1w1.txt
<DESCRIPTION>PRESS RELEASE OF THE COMPANY DATED FEBRUARY 7, 2005
<TEXT>
<PAGE>
                                                                     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 NEW BUSINESS STRATEGY,
                     STRATEGIC ACQUISITION AND FUND RAISING

SINGAPORE, FEBRUARY 7, 2005 - The board of directors of China Yuchai
International Limited (CYI) is pleased to announce that it has approved CYI
implementing a business diversification plan.

This strategic initiative contemplates CYI becoming active in new investment
opportunities, to broaden its income base and, in turn, seek to reduce its
financial dependence on Guangxi Yuchai Machinery Company Limited (Yuchai), CYI's
sole operating asset at present.

CYI's board of directors believes that CYI's plans for expansion can best be met
through acquisition opportunities in the greater China region and elsewhere in
Asia. CYI's board believes that acquisitions particularly in the greater China
region could offer synergies with CYI's existing Chinese investment.

As initial steps in the implementation of this new business strategy, CYI is
pleased to announce that it has today entered into agreements to acquire a
significant stake in a China-focused electronics distribution company and to
raise funds through a convertible bond issuance.


Acquisition of a significant stake in a China-focused electronics distribution
company

CYI has today entered into a conditional subscription agreement to acquire a
stake of approximately 14.99% in Thakral Corporation Ltd (TCL), for
approximately S$30.89 million (US$18.87 million, based on an exchange rate of
S$1.637 to US$1).

TCL's principal businesses include trading and distribution of consumer
electronics products and accessories in China and Hong Kong, distribution of
home entertainment products in China; and assembly of electronic products and
electronic manufacturing services in China. TCL is listed on the Main Board of
the Singapore Exchange Securities Trading Limited (Singapore Exchange).

TCL has a well established presence in China and CYI believes that TCL is well
placed to capitalize on China's expanding economy. In addition, TCL offers a
platform for further expansion in the consumer electronics sector in China and
other parts of Asia, given TCL's distribution and supply chain management
business model in China.

CYI intends to subscribe for 264,000,000 newly-issued TCL shares, representing
approximately 14.99% of TCL's enlarged share capital immediately following the
subscription. The issue price of S$0.117 for each newly-issued TCL share
represents a discount of approximately 9.7% to the weighted average trading
price for TCL shares on the Singapore Exchange on February 4, 2005.
<PAGE>
Upon completion of the acquisition, CYI is expected to become the third largest
shareholder in TCL, and will have the right to nominate three members to the
board of directors of TCL.

The completion of the acquisition is conditional upon satisfaction of customary
conditions precedent, including approval of the Singapore Exchange for the
listing and quotation of the new TCL shares. The acquisition is expected to be
completed by early March 2005.


Issuance of convertible bonds

In order to finance the acquisition of the TCL stake, as well as other strategic
acquisitions which CYI may consider from time to time as part of the CYI's new
business strategy, CYI has today entered into an agreement to issue US$25
million in principal amount of convertible bonds on a private placement basis.
The bonds are expected to be issued before the end of February 2005.

The bonds will bear interest at the rate of 2% per annum and mature in 2012,
unless redeemed earlier in accordance with their terms. The bonds are
convertible by bondholders into newly issued ordinary shares of CYI based on a
conversion price of US$12.969 per share, subject to customary adjustments. The
number of ordinary shares of CYI currently issuable upon full conversion of the
bonds is approximately 1,927,673 shares, which is approximately 5.45% and 5.17%
of CYI's existing and enlarged issued share capital respectively. The bonds are
subject to customary negative pledge, events of default and other terms and
conditions.


Guangxi Yuchai Machinery Company Limited

As previously disclosed, including in CYI's Form 6-K submitted on December 15,
2004, CYI continues with its efforts to engage in dialogue with Yuchai's Chinese
stakeholders regarding the July 2003 Agreement which CYI entered into in an
attempt to resolve the continuing difficulties which CYI has faced with respect
to its investment in Yuchai. However, although approximately 18 months have
passed since the July 2003 Agreement was entered into, the parties have yet to
fully implement it. The parties have had periodic discussions as to possible
alternatives for implementation, but have yet to reach a mutually acceptable
solution. Furthermore, representatives of the Chinese parties have alleged that
the resolutions passed by CYI's six wholly-owned subsidiaries at the Yuchai
shareholders meeting held on December 6, 2004 are invalid. CYI disputes this
allegation and is discussing this with Chinese counsel.

Although CYI hopes that implementation of the restructuring contemplated in the
July 2003 Agreement will resolve the continued corporate governance difficulties
which CYI has had with respect to Yuchai, CYI is not presently able to determine
when or on what terms any such restructuring will be implemented, if at all.

As a result, no assurances can be given that disagreements with Yuchai's Chinese
shareholders will not recur, or that CYI will continue to be able to fully
exercise its controlling interest in Yuchai if such disagreements recur. Any
recurrence of these disagreements could have a material adverse effect on CYI's
financial condition, results of operations, business or prospects, including
CYI's ability to consolidate Yuchai's financial statements or to declare and
receive dividends.

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.

<PAGE>

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 Teo Tong Kooi, President and Director
                  Mr Philip Ting, Chief Financial Officer and Director


SAFE HARBOR STATEMENT UNDER THE PROVISIONS OF THE UNITED STATES PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

This news release contains forward-looking statements, as defined in the safe
harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.
These forward-looking statements, including without limitation, statements
relating to our new business plan and expansion strategy, acquisition of an
equity stake in Thakral Corporation Ltd, convertible bond issue and status of
the restructuring contemplated by the July 2003 Agreement, are subject to
certain risks and uncertainties, which could cause actual results to differ
materially from historical results or those anticipated. Among the factors that
could cause actual results to differ materially are: our ability to control
Guangxi Yuchai Machinery Company Limited ("Yuchai"); changes in the capital
markets and interest rates; 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 Yuchai to control
its expenses, capital expenditures and receivables, finance its working capital
and capital expenditures and commercially introduce new products in the future;
our ability to successfully implement the agreement we 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. Although we believe the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, we can give no assurance that our expectations will be
attained. In addition to the foregoing factors, a description of certain other
risks and uncertainties which could cause actual results to differ materially
can be found in the section captioned "Risk Factors" in our Annual Report on
Form 20-F filed with the U.S. Securities and Exchange Commission. You are
cautioned not to place undue reliance on these forward-looking statements, which
are based on the current view of management on future events. We undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OF SECURITIES IN THE UNITED STATES.
SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION
OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED. CYI DOES NOT INTEND TO REGISTER ANY PORTION OF ANY OFFERING UNDERTAKEN
AS ALL OR PART OF THE NEW FINANCING IN THE UNITED STATES OR TO CONDUCT A PUBLIC
OFFERING OF SECURITIES IN THE UNITED STATES.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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