<DOCUMENT>
<TYPE>EX-1.2
<SEQUENCE>3
<FILENAME>u92389exv1w2.txt
<DESCRIPTION>EX-1.2 FORM OF PROXY
<TEXT>
<PAGE>
                                                                     Exhibit 1.2



                       CHINA YUCHAI INTERNATIONAL LIMITED
                                  FORM OF PROXY

PLEASE COMPLETE IN BLOCK CAPITALS

I/We

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of
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being (a) shareholder(s) of China Yuchai International Limited (the "Company"),
hereby appoint the person(s) named below or failing him/her, the Chairman of the
Meeting as my/our proxy(ies) to vote for me/us on my/our behalf at the Special
General Meeting of the Company to be held at the JW Marriott Hotel, Pacific
Place, 88 Queensway, Hong Kong on Monday, 11 October 2004 at 2.30 p.m. and at
any adjournment thereof.

<TABLE>
<CAPTION>
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          Name of Proxy                   Address                       Passport Number             Proportion of Shareholdings (%)
<S>                                       <C>                           <C>                         <C>
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and/or (delete appropriate)
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-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
Resolutions                                                            For      Against      Abstain
-----------                                                            ---      -------      -------
<S>                                                                   <C>       <C>          <C>
1.   To consider the election of the following Directors:

     i.   [To be advised by Coomber Investments Limited]; and         [  ]       [  ]          [  ]
     ii.  [To be advised by Coomber Investments Limited].             [  ]       [  ]          [  ]

2.   To consider the election of [To be advised by Coomber            [  ]       [  ]          [  ]
     Investments Limited] as the Chairman of the Board of
     Directors of the Company.

3.   To consider the cancellation of the Special Share and all        [  ]       [  ]          [  ]
     corresponding amendments required to be made to the Bye-Laws
     of the Company pursuant to and to reflect the cancellation of
     the Special Share.

4.   Any other business as may properly come before the meeting.      [  ]       [  ]          [  ]
</TABLE>


                                     NOTES

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1.   You may appoint a proxy(ies) of your choice who need not be a
     shareholder(s) of the Company by inserting the proxy's(ies') name on this
     proxy form in the space provided. If you do not enter a name(s) in the
     space(s) provided, the Chairman will be authorized to act as your proxy.

2.   Where a shareholder appoints two proxies, the appointments shall be invalid
     unless he specifies the proportion of his shareholding (expressed as a
     percentage of the whole) to be represented by each proxy.

3.   If the proxy form is returned without an indication as to how the proxy
     must vote on a particular matter, the proxy will exercise his discretion as
     to whether, and if so how, he votes.

4.   In the case of a corporation, this proxy must be executed under its common
     seal or under the hand of an officer or attorney or other person duly
     authorized to sign.

5.   To be valid, this proxy and the power of attorney to other authority (if
     any) under which it is signed, must be lodged with the Company at 16
     Raffles Quay #26-00, Hong Leong Building, Singapore 048581 not less than 48
     hours before the time appointed for the meeting.

6.   In the case of joint holders, the signature of the first holder will
     suffice but the names of all joint holders should be stated.

7.   The holder of the Special Share of the Company has the exclusive right to
     vote for the appointment and election of six Directors. Furthermore, no
     resolution of shareholders may be passed without the affirmative vote of
     the Special Share.

8.   Only shareholders of record at the close of business on 10 September 2004
     shall be entitled to receive notice of and to vote at the Special General
     Meeting.
--------------------------------------------------------------------------------

<TABLE>
<S>                                                 <C>                            <C>
Total No. of Shares Held:                           Date:
                          -----------------------         ----------------------   ------------------------------------------
                                                                                   Signature(s) of Shareholder(s)/Common Seal
</TABLE>


<PAGE>

                                    FOLD HERE
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SPECIAL GENERAL MEETING
PROXY FORM

                                                                        --------
                                                                         Affix
                                                                         stamp
                                                                         here
                                                                        --------




                    CHINA YUCHAI INTERNATIONAL LIMITED

                    16 Raffles Quay #26-00

                    Hong Leong Building

                    Singapore 048581


</TEXT>
</DOCUMENT>
