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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
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CHINA YUCHAI INTERNATIONAL LTD (Name of Issuer) |
Common Stock, par value US$0.10 per share (Title of Class of Securities) |
G21082105 (CUSIP Number) |
Corey Zhang 13F Gloucester Tower, 15 Queen's Road Central, Central Hong Kong, K3, 000000 (415) 984-8200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/31/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G21082105 |
| 1 |
Name of reporting person
Coomber Investments Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,537,160.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Ownership and voting percentages are based upon 40,858,290 of the Issuer's Common Shares outstanding as of December 31, 2023, as set forth in the Issuer's Annual Report on Form 20-F, filed with the United States Securities and Exchange Commission on April 26, 2024 (the "Annual Report"), deducting 3,339,968 of the Issuer's Common Shares repurchased as of October 31, 2024 as set forth in the Issuer's Form 6-K, filed with the United States Securities and Exchange Commission on October 31, 2024.
SCHEDULE 13D
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| CUSIP No. | G21082105 |
| 1 |
Name of reporting person
Goldman Industrial Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,537,160.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Ownership and voting percentages are based upon 40,858,290 of the Issuer's Common Shares outstanding as of December 31, 2023, as set forth in the Issuer's Annual Report on Form 20-F, filed with the United States Securities and Exchange Commission on April 26, 2024 (the "Annual Report"), deducting 3,339,968 of the Issuer's Common Shares repurchased as of October 31, 2024 as set forth in the Issuer's Form 6-K, filed with the United States Securities and Exchange Commission on October 31, 2024.
SCHEDULE 13D
|
| CUSIP No. | G21082105 |
| 1 |
Name of reporting person
Guangxi Yuchai Machinery Group Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,537,160.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Ownership and voting percentages are based upon 40,858,290 of the Issuer's Common Shares outstanding as of December 31, 2023, as set forth in the Issuer's Annual Report on Form 20-F, filed with the United States Securities and Exchange Commission on April 26, 2024 (the "Annual Report"), deducting 3,339,968 of the Issuer's Common Shares repurchased as of October 31, 2024 as set forth in the Issuer's Form 6-K, filed with the United States Securities and Exchange Commission on October 31, 2024.
SCHEDULE 13D
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| CUSIP No. | G21082105 |
| 1 |
Name of reporting person
State-Owned Assets Supervision and Administration Commission of the People's Government of Guangxi Zhuang Autonomous Region | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,537,160.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Ownership and voting percentages are based upon 40,858,290 of the Issuer's Common Shares outstanding as of December 31, 2023, as set forth in the Issuer's Annual Report on Form 20-F, filed with the United States Securities and Exchange Commission on April 26, 2024 (the "Annual Report"), deducting 3,339,968 of the Issuer's Common Shares repurchased as of October 31, 2024 as set forth in the Issuer's Form 6-K, filed with the United States Securities and Exchange Commission on October 31, 2024.
SCHEDULE 13D
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| CUSIP No. | G21082105 |
| 1 |
Name of reporting person
Guangxi Beitou Heying Industrial Investment Partnership (Limited Partnership) | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,537,160.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Ownership and voting percentages are based upon 40,858,290 of the Issuer's Common Shares outstanding as of December 31, 2023, as set forth in the Issuer's Annual Report on Form 20-F, filed with the United States Securities and Exchange Commission on April 26, 2024 (the "Annual Report"), deducting 3,339,968 of the Issuer's Common Shares repurchased as of October 31, 2024 as set forth in the Issuer's Form 6-K, filed with the United States Securities and Exchange Commission on October 31, 2024.
SCHEDULE 13D
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| CUSIP No. | G21082105 |
| 1 |
Name of reporting person
Guangxi Industrial Investment and Development Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,537,160.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Ownership and voting percentages are based upon 40,858,290 of the Issuer's Common Shares outstanding as of December 31, 2023, as set forth in the Issuer's Annual Report on Form 20-F, filed with the United States Securities and Exchange Commission on April 26, 2024 (the "Annual Report"), deducting 3,339,968 of the Issuer's Common Shares repurchased as of October 31, 2024 as set forth in the Issuer's Form 6-K, filed with the United States Securities and Exchange Commission on October 31, 2024.
SCHEDULE 13D
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| CUSIP No. | G21082105 |
| 1 |
Name of reporting person
State Owned Assets Supervision and Administration Commission of the People's Government of Yulin City | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,537,160.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Ownership and voting percentages are based upon 40,858,290 of the Issuer's Common Shares outstanding as of December 31, 2023, as set forth in the Issuer's Annual Report on Form 20-F, filed with the United States Securities and Exchange Commission on April 26, 2024 (the "Annual Report"), deducting 3,339,968 of the Issuer's Common Shares repurchased as of October 31, 2024 as set forth in the Issuer's Form 6-K, filed with the United States Securities and Exchange Commission on October 31, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value US$0.10 per share |
| (b) | Name of Issuer:
CHINA YUCHAI INTERNATIONAL LTD |
| (c) | Address of Issuer's Principal Executive Offices:
16 Raffles Quay #26-00, Hong Leong Building, Singapore,
SINGAPORE
, 048581. |
| Item 2. | Identity and Background |
| (a) | Coomber Investments Limited |
| (b) | 11th Floor, Tern Centre, Tower II, 251 Queen's Road Central, Hong Kong, China |
| (c) | The principal occupation of the Reporting Persons is engaging in the business of making investments. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Each of the Reporting Person is a Chinese company or a British Virgin Islands company, as set forth for each on the cover pages hereto. |
| Item 3. | Source and Amount of Funds or Other Consideration |
At various times after that date but prior to the 60th day preceding the date of this report, Coomber acquired a total of 101,819 Common Shares in open market purchases. These purchases were funded using Coomber's general working capital.
Within the 60 days preceding the date of this report, Coomber acquired no additional shares. | |
| Item 4. | Purpose of Transaction |
The purpose of this Schedule 13D (Amendment No. 15) is to report (a) Coomber's acquisition of additional Common Shares and (b) a change in its equity interest in CYI due to CYI's share buyback from June 7, 2024 to October 31, 2024.
Coomber acquired its positions in the Common Shares for investment purposes. Coomber acquired the Common Shares from the Issuer and from market participants through open-market purchases (101,819 Common Shares) conducted from March 1, 2024 to May 29, 2024, as described in Item 3(a).
In addition, the Issuer on June 7, 2024 adopted a share buyback plan, of up to US$40 million in dollar amount or 4 million in number, whichever occurs earlier. As of the end of market trading on October 31, 2024, the Issuer repurchased a total of 3,339,968 shares for a total amount of approximately US$39.8 million. The share buyback plan has been terminated on October 31, 2024.
Mr. Li Hanyang, who is an officer and director of certain of the Reporting Persons, also serves as a member of the Board of Directors of the Issuer, and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. In addition, in his capacity as a director of the Issuer, he may be entitled to receive cash fees for attendance at meetings of the Issuer's Board of Directors.
The Reporting Persons may, from time to time, acquire additional Common Shares or sell all or a portion of the Common Shares held by the Reporting Persons in the open market or in privately negotiated transactions, or may distribute the Common Shares held by the Reporting Persons to its shareholders. Any actions the Reporting Persons might undertake will be dependent upon its review of numerous factors, including, among other things, the market prices of the Common Shares, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, investors' need for liquidity, and other future developments.
Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, the Reporting Persons, at any time and from time to time, may review, reconsider and change its position and/or change its purpose and/or develop such plans and may seek to influence management or the Board of Directors of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of January 5, 2025, Coomber held 7,537,160 Common Shares, representing approximately 20.1% of the Issuer's outstanding Common Shares.
Ownership and voting percentages are based upon 40,858,290 of the Issuer's Common Shares outstanding as of December 31, 2023, as set forth in the Issuer's Annual Report on Form 20-F, filed with the United States Securities and Exchange Commission on April 26, 2024 (the "Annual Report"), deducting 3,339,968 of the Issuer's Common Shares repurchased as of October 31, 2024 as set forth in the Issuer's Form 6-K, filed with the United States Securities and Exchange Commission on October 31, 2024.
See Rows 11 and 13 of the cover page, which information is incorporated herein by reference. |
| (b) | See Rows 7, 8, 9, and 10 of the cover page, which information is incorporated herein by reference. |
| (c) | See Item 3 above, which information is incorporated herein by reference. |
| (d) | Not applicable |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The ownership in GY Group is as follows: Guangxi SASAC, 86.91%, Yulin SASAC, 1.31%, Beitou Heying, 6.54% and Guangxi ID, 5.24%.
All of the Reporting Persons are party to that certain Joint Filing Agreement further described in response to Item 7. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 Joint Filing Agreement, by and between the Reporting Persons
Joint Filing Agreement, by and between the Reporting Persons:
https://www.sec.gov/Archives/edgar/data/2013050/000149315224008282/ex99-1.htm |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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