-----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,
 VXJ9keYl0Omll+8gMO1+7ub7juBslS/ksXD+TmyajnXA7xWTl0lp/XFxfqALjfvA
 XZHIX1RVfxfp4CZ/kvsy/w==

<SEC-DOCUMENT>0001145549-06-000303.txt : 20060228
<SEC-HEADER>0001145549-06-000303.hdr.sgml : 20060228
<ACCEPTANCE-DATETIME>20060228082552
ACCESSION NUMBER:		0001145549-06-000303
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060228
FILED AS OF DATE:		20060228
DATE AS OF CHANGE:		20060228

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:		06648568

	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>u92702e6vk.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 2006

                         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 if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): [ ]

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 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 this Report on 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
financial performance and prospects, are subject to certain risks and
uncertainties, which could cause actual results to differ materially from
historical results or those anticipated. Among the risks and factors that could
cause actual results to differ materially are: the Company's ability to control
Guangxi Yuchai Machinery Company Limited ("Yuchai"); the Company's ability to
consolidate Yuchai's financial results; 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 it reached with
Yuchai in July 2003 and the reorganization agreement of April 2005, as amended
in December 2005; 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 its
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 SEC under
the Securities Exchange Act of 1934, as amended. 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.


OTHER EVENTS

1.   Announcement of 2005 Performance

     On February 28, 2006 in Singapore, the Company issued a news release
announcing its unaudited consolidated financial results for the year ended
December 31, 2005. A copy of the news release dated February 28, 2006 is
attached hereto as Exhibit 1.1 and is incorporated herein by reference.


2.   Thakral Corporation Ltd ("TCL")

     On February 16, 2006, the Company through its wholly-owned subsidiary,
Venture Delta Limited, was allotted 87,860,288 new ordinary shares and
52,933,440 convertible bonds in the capital of TCL, for an aggregate cash
consideration of S$49,375,575.04 (US$30,236,114.54). With this acquisition, the
Company has increased its beneficial shareholding in TCL from its current level
of 15.99% to 19.36% (assuming no conversion of the bonds).

<PAGE>
3.   Reorganization Agreement

As disclosed in the Form 6-K filed by the Company on December 6, 2005, the
termination date for the Reorganization Agreement among the Company, Yuchai and
Coomber Investments Limited has been extended through December 31, 2006. Given
this extension, Yuchai has advised the Company that it has notified Credit
Suisse that the appointment of Credit Suisse as financial advisor to Yuchai has
been terminated pending Yuchai's ongoing review of the implementation of the
corporate reorganization contemplated in the Reorganization Agreement.


EXHIBITS

1.1  News release of the Company dated February 28, 2006.

<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 28, 2006


                                   CHINA YUCHAI INTERNATIONAL LIMITED


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

<PAGE>
                                  EXHIBIT INDEX


1.1  News release of the Company dated February 28, 2006.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>u92702exv1w1.txt
<DESCRIPTION>EX-1.1 NEWS RELEASE OF THE COMPANY DATED FEBRUARY 28, 2006.
<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


                  CHINA YUCHAI INTERNATIONAL LIMITED ANNOUNCES
                         RESULTS OF OPERATIONS FOR 2005


SINGAPORE, FEBRUARY 28, 2006 -- China Yuchai International Limited (CYI) today
announced its results of operations for the year ended December 31, 2005 with
net loss of Rmb16.4 million (US$2.0 million) as compared to net income of
Rmb491.4 million (US$59.4 million) for 2004. The Company's results of operations
were adversely affected by the weak gross margins and compounded by the specific
provision made of Rmb205 million (US$25.4 million) for loans (non-trade) to a
related company and the general provision made of Rmb146 million (US$18.1
million) for trade balances owing by the same related company.

Net sales of Rmb5,829.4 million (US$722.3 million) for the year ended December
31, 2005 represents an increase of 4.4% compared to the previous year of
Rmb5,582.1 million (US$674.5 million). Total unit sales of 230,228 diesel
engines for the year ended December 31, 2005 was 11% higher than the same period
last year of 206,628 diesel engines. This increase in net sales was primarily
attributable to higher unit sales of the 4-series light-duty diesel and
industrial engines.

The overall gross margin of 22.3% for 2005 was 20.9% lower than the 28.2% gross
margin of the previous year mainly due to product sales mix and higher raw
material costs. Yuchai sold 34% more of the lower margin light-duty diesel and
industrial engines and 27% less of the higher margin heavy diesel engines in
2005 compared to 2004.

For the year ended December 31, 2005, selling, general and administrative
expenses increased by approximately 21.5% due mainly to higher transport
charges, legal and professional fees and other operating expenses.

Under other expenses/(income), there was a provision made of Rmb205 million
(US$25.4 million) for loan (non-trade) to Yuchai Marketing Company Limited, a
related company majority-controlled by the Yuchai State Holding Company and
Coomber Investments Limited. This non-trade loan was granted in May 2004. In
addition, there was a general provision made of Rmb146 million (US$18.1 million)
for trade balances owing by the same related company. These provisions were
made subsequent to a preliminary financial review by the Company of these
related parties given their weak financial position.

Research and development expenses have decreased to Rmb123.9 million (US$15.4
million) from Rmb137.0 million (US$16.5 million) for the previous year due to a
marginal reduction in spending on the new engine development program.

Interest expense increased to Rmb70.5 million (US$8.7 million) for the year
ended December 31, 2005 as compared to Rmb31.8 million (US$3.8 million) for the
previous year due to an increase of Yuchai bank loans during the year.

For the year ended December 31, 2005, trade account receivables and inventories
increased as a result of higher sales volume and normal seasonality factors.
Bank borrowings increased for 2005 mainly due to increased capital expenditure
payments made and higher working capital requirements during the year ended
December 31, 2005.

During the year, through the diversification plan, the Company had acquired
approximately 15.99% equity interest in Thakral Corporation Ltd ("TCL"), a
company listed on the Singapore Exchange Securities Trading Limited and a major
distributor of consumer electronics products with operations mainly in China,
Japan, India and Singapore.
<PAGE>
                       CHINA YUCHAI INTERNATIONAL LIMITED
           16 RAFFLES QUAY #26-00 HONG LEONG BUILDING SINGAPORE 048581
                   TEL : (65) 6220 8411 FAX : (65) 6226 0502


Basic and diluted net loss per share for the year ended December 31, 2005 was
Rmb0.45 (US$0.06) compared to a basic and diluted net income per share of
Rmb13.9 (US$1.68) for 2004.

Mr Philip Ting, Director and CFO mentioned that "Yuchai's unit sales growth of
approximately 11% in 2005 was derived mainly in the first two quarters, as
demand for trucks and buses was good in the first half of the year but declined
in the second half. CYI's net income was significantly affected by the gross
margin decline from product sales mix, higher raw materials costs and the
specific provision of the non-trade loan of Rmb205 million to a related company
as well as the general provision of Rmb146 million (US$18.1 million) for trade
balances owing by the same related company. The tight credit lending policies by
the banks in China also adversely affected demand for new trucks and buses.
Government industry statistics indicate that in 2005 there was a decrease of
approximately 1% in sales of trucks and buses in China compared to 2004. Yuchai
management believes that growth is expected to return in future periods over the
longer term due to the continuing development of highways throughout China and
improvements in logistical efficiency. Yuchai management also believes that the
new super heavy-duty diesel engine -- 6L/6M (previously called 6113) remains to
have a positive outlook in the longer term, arising from potential demand for
bigger trucks and buses."


GENERAL INFORMATION

Yuchai has a strong brand name in China with an extensive sales and marketing
network. Yuchai's products are of good quality and provide reliable performance.
Yuchai has established itself as a major manufacturer of diesel engines in China
with a significant market share.

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.


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, Director and CFO

Note 1: The Company's functional and reporting currency is Renminbi, the
translation of amounts from Renminbi to U.S. dollars is solely for the
convenience of the reader. Translation of amounts from Renminbi to U.S. dollars
has been made at the rate of Rmb 8.0702 = US$1.00, the rate quoted by the
People's Bank of China at the close of business on December 31, 2005. No
representation is made that the Renminbi amounts could have been, or could be,
converted into U.S. dollars at that rate or at any other certain rate on
December 31, 2005 or at any other date.

Note 2:  All financial data (both in Renminbi and U.S. dollars) is unaudited.
<PAGE>
CHINA YUCHAI INTERNATIONAL LIMITED
UNAUDITED CONSOLIDATED INCOME STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2004 AND 2005
(RMB AND US$ AMOUNTS EXPRESSED IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                           Year Ended December 31
                                                        ------------------------------------------------------
                                                             2003          2004          2005          2005
                                                           Rmb'000       Rmb'000       Rmb'000         US'000
                                                           Audited       Audited      Unaudited      Unaudited
                                                                                                      (Note)
                                                        -----------   -----------     ----------    ----------
<S>                                                     <C>           <C>             <C>           <C>
Revenues, net                                             4,569,950     5,582,095      5,829,431       722,340
Cost of goods sold                                        3,192,794     4,006,886      4,527,046       560,958
                                                        -----------   -----------     ----------    ----------
Gross profit                                              1,377,156     1,575,209      1,302,385       161,382

Research and development costs                               94,594       136,960        123,876        15,350
Selling, general and administrative expenses                561,151       658,320        799,745        99,099
                                                        -----------   -----------     ----------    ----------
Operating income                                            721,411       779,929        378,764        46,933
Interest expense                                             23,624        31,757         70,527         8,739
Other expenses/(income)                                         881        (5,682)       324,468        40,206
Share of equity in losses of affiliates                           -             -          1,309           162
                                                        -----------   -----------     ----------    ----------
Income before income taxes and minority
 interests                                                  696,906       753,854        (17,540)       (2,174)
Income taxes                                                112,924       105,165            (41)           (5)
                                                        -----------   -----------     ----------    ----------
Income before minority interests                            583,982       648,689        (17,499)       (2,169)
Minority interests in income of consolidated
 subsidiaries                                               145,800       157,292         (1,061)         (131)
                                                        -----------   -----------     ----------    ----------
Net income                                                  438,182       491,397        (16,438)       (2,038)
                                                        ===========   ===========     ==========    ==========


Net earnings per common share                                Rmb          Rmb            Rmb            US$
  Basic and diluted                                           12.40         13.90          (0.45)        (0.06)
                                                        ===========   ===========     ==========    ==========

Weighted average number of shares                        35,340,000    35,340,000     36,443,791    36,443,791
</TABLE>

Note: The Company's functional and reporting currency is Renminbi, the
translation of amounts from Renminbi to U.S. dollars is solely for the
convenience of the reader. Translation of amounts from Renminbi to U.S. dollars
has been made at the rate of Rmb 8.0702 = US$1.00, the rate quoted by the
People's Bank of China at the close of business on December 31, 2005. No
representation is made that the Renminbi amounts could have been, or could be,
converted into U.S. dollars at that rate or at any other certain rate on
December 31, 2005 or at any other date.
<PAGE>
CHINA YUCHAI INTERNATIONAL LIMITED
SELECTED UNAUDITED CONSOLIDATED BALANCE SHEET ITEMS
(RMB AND US$ AMOUNTS EXPRESSED IN THOUSANDS)

<TABLE>
<CAPTION>
                                                         As of                       As of
                                                   December 31, 2004          December 31, 2005
                                                   -----------------          -----------------
                                                       (Audited)                  (Unaudited)
                                                       ---------                  -----------
                                                          RMB                RMB               US$

<S>                                                <C>                    <C>                <C>
Cash Balances                                            722,672            736,230           91,228

Trade Accounts Receivable, Net                           875,565          1,138,293          141,049

Inventories, Net                                       1,346,545          1,635,347          202,640

Investment in affiliated company                             648            188,663           23,378

Amount due from a related company (non-trade)            205,000                  0                0

Net Current Assets                                     1,402,226            867,621          107,509

Total Assets                                           5,384,248          6,482,089          803,212

Trade Accounts Payable                                 1,089,717          1,646,182          203,982

Short-Term and Long-Term Borrowings                      530,000            962,835          119,308

Shareholders' equity and accumulated other
 comprehensive income                                  2,483,084          2,581,804          319,918
</TABLE>

Note: The Company's functional and reporting currency is Renminbi, the
translation of amounts from Renminbi to U.S. dollars is solely for the
convenience of the reader. Translation of amounts from Renminbi to U.S. dollars
has been made at the rate of Rmb 8.0702 = US$1.00, the rate quoted by the
People's Bank of China at the close of business on December 31, 2005. No
representation is made that the Renminbi amounts could have been, or could be,
converted into U.S. dollars at that rate or at any other certain rate on
December 31, 2005 or at any other date.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
