CUSIP
NO. G210821050 |
13D |
Page
2 of 11 Pages |
1 |
NAMES
OF REPORTING PERSONS
Shah
Capital Management |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ] |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO
(Other)
|
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
State
of North Carolina, United States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
N/A
|
8 |
SHARED
VOTING POWER
3,959,447
shares |
9 |
SOLE
DISPOSITIVE POWER
N/A
|
10 |
SHARED
DISPOSITIVE POWER
3,959,447
shares |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,959,447
shares |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ] |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.69%
of the outstanding shares |
12 |
TYPE
OF REPORTING PERSON
IA
(Investment Adviser) |
|
|
|
|
CUSIP
NO. G210821050 |
13D |
Page
3 of 11 Pages |
1 |
NAMES
OF REPORTING PERSONS
Shah
Capital Opportunity Fund LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ] |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO
(Other) |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
State
of Delaware, United States of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
N/A |
8 |
SHARED
VOTING POWER
3,600,000
shares |
9 |
SOLE
DISPOSITIVE POWER
N/A |
10 |
SHARED
DISPOSITIVE POWER
3,600,000
shares |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,600,000
shares |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ] |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.81%
of the outstanding shares |
12 |
TYPE
OF REPORTING PERSON
PN
(Partnership) |
|
|
|
|
CUSIP
NO. G210821050 |
13D |
Page
4 of 11 Pages |
1 |
NAMES
OF REPORTING PERSONS
Himanshu
H. Shah |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ] |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
PF
(Personal Funds) |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
66,346
shares |
8 |
SHARED
VOTING POWER
4,025,793
shares |
9 |
SOLE
DISPOSITIVE POWER
66,346
shares |
10 |
SHARED
DISPOSITIVE POWER
4,025,793
shares |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,025,793
shares |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ] |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.85%
of the outstanding shares |
12 |
TYPE
OF REPORTING PERSON
IN
(Individual) |
|
|
|
|
Item
1. Security and Issuer.
The
securities to which this statement on Schedule 13D (this “Statement”) relates are the shares of China Yuchai International,
a Bermuda holding company (the “Issuer”). The address of the principal executive office of the Issuer is 16 RAFFLES
QUAY #26-00, HONG LEONG BLDG, SINGAPORE 048581
Item
2. Identity and Background.
This
Statement is filed by:
| (i) | Shah
Capital Management, Inc. (“Shah Capital”), a North Carolina corporation, who serves as the investment adviser to Shah Opportunity
(as defined below); |
| (ii) | Shah
Capital Opportunity Fund LP (“Shah Opportunity”), a Delaware limited partnership; and |
| (iii) | Himanshu
H. Shah, who serves as President and Chief Investment Officer of Shah Capital. |
Shah
Capital, Shah Opportunity and Mr. Shah are referred to collectively as the “Reporting Persons.”
| (b) | Residence
of Business Address |
The
address of the principal business and principal office of each of the Reporting Persons is 8601 Six Forks Road, Suite 630,
Raleigh, North Carolina 27615.
| (c) | Present
Principal Occupation or Employment and the Name, Principal Business and Address of any
Corporation or Other Organization in Which Such Employment Is Conducted |
The
principal business of each of Shah Capital and Shah Opportunity is investing in securities.
The
principal occupation of Mr. Shah is serving as the President and Chief Investment Officer of Shah Capital.
During
the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
During
the past 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 such person 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.
Shah
Capital is a North Carolina corporation.
Shah
Opportunity is a Delaware limited partnership.
Mr.
Shah is a citizen of the United State of America.
Amendment
No. 10 to Schedule 13D
Reference
is hereby made to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on November 24, 2008
(the “Schedule 13D”) by the Reporting Persons with respect to the Common Stock (“Common Stock”), issued
by China Yuchai International (the “Issuer”) (the “Original Schedule 13D”). Subsequently, Amendment No.
1 was filed on December 31, 2008, Amendment No. 2 on November 27, 2009, Amendment No. 3 filed on December 3, 2009, Amendment No.
4 filed on May 9, 2013, Amendment No. 5 on May 30, 2013, Amendment No. 6 on June 3, 2013, Amendment No. 7 on June 18, 2013, and
Amendment No. 8 on December 17, 2015.This Amendment No. 10 to Schedule 13D is being filed to amend the Schedule 13D filed on May
24, 2018 (Amendment No. 9)
The
following items of the Schedule 13D are hereby amended to furnish the additional information set forth herein. All capitalized
terms contained herein but not otherwise defined shall have the meaning ascribed to such terms in the Schedule 13D.
Item
3. Source and Amount of Funds or Other Consideration.
The
source of funding for the purchase of the shares of Common Stock was derived from investment capital of SCM clients, including
the Fund.
Item
4. Purpose of Transaction
The
Reporting Persons purchased the shares for investment purposes, and such purchases have been made in the ordinary course of business
of the Reporting Persons.
Item
5. Interest in Securities of the Issuer.
Item
5 (a) and (b) of the Schedule 13D is hereby amended by replacing it in its entirety with the following:
|
Shah
Capital Management |
Shah
Capital Opportunity Fund LP |
Himanshu
H. Shah |
(a)
|
Amount
Beneficially Owned: |
3,959,447 |
3,600,000 |
4,025,793 |
(b)
|
Percent
of Class:* |
9.69% |
8.81% |
9.85% |
(c) |
Number
of Shares to Which Reporting Person Has: |
|
|
|
|
(i)
|
Sole
Voting Power: |
N/A |
N/A |
66,346 |
|
(ii)
|
Shared
Voting Power: |
3,959,447 |
3,600,000 |
3,959,447 |
|
(iii)
|
Sole
Dispositive Power: |
N/A |
N/A |
66,346 |
|
(iv)
|
Shared
Dispositive Power: |
3,959,447 |
3,600,000 |
3,959,447 |
The
percentage in this paragraph relating to beneficial ownership of shares of no par value is based on 40,858,000 shares outstanding
as of June 30, 2022.
(c)
See the trading data as follows which is hereby incorporated by reference into this Item 5(c) as if restated here in full.
162,904
shares were bought in the last 60 days for $1,184,851 (inclusive of commissions)
Except
as set forth here, no other transactions in shares of the Common Stock were effected by any Reporting Person within the last 60
days
(d)
No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of no par value covered by this Statement.
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Other
than as described in this Statement, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other persons with
respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
Item
7. Material to be Filed as Exhibits.
The
following documents are filed as exhibits:
Exhibit
Number |
Description |
1 |
Joint
Filing Agreement, dated November 16, 2022, by and among Shah Capital Management, Inc., Shah Capital Opportunity Fund LP, and
Himanshu H. Shah. |
Signature
After
reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies
that the information set forth in this Statement is true, complete and correct.
|
Date: |
November 16, 2022 |
|
|
|
|
|
SHAH
CAPITAL MANAGEMENT, INC. |
|
|
|
|
|
By: |
/s/
Himanshu H. Shah |
|
|
Name: |
Himanshu
H. Shah |
|
|
Title: |
President
and Chief Investment Officer |
|
|
|
|
|
Date: |
November 16, 2022 |
|
|
|
|
|
SHAH
CAPITAL OPPORTUNITY FUND LP |
|
|
|
|
|
By: |
/s/
Himanshu H. Shah |
|
|
Name: |
Himanshu
H. Shah |
|
|
Title: |
Managing
Member |
|
|
|
|
|
Date: |
November 16, 2022 |
|
|
|
|
|
/s/
Himanshu H. Shah |
|
|
Himanshu
H. Shah |
|