UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

China Yuchai International Limited

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 þ                              Form 40-Fo

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): o

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): o

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 o                              No þ

If “Yes” is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b): Not applicable.

 

 

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No. 333-111106) on Form F-3 and to be part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company with the U.S. Securities and Exchange Commission (the “SEC”).

1.

Other Events

     The Company has given notice, dated November 6, 2006, to its shareholders of a special meeting to be held in Hong Kong on Tuesday, December 12, 2006. A copy of the notice setting forth the agenda for such meeting is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

Exhibit

			1.1			Notice of Special Meeting, dated November 6, 2006.

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: November 13, 2006

EXHIBITS INDEX

			1.1			Notice of Special Meeting, dated November 6, 2006.

Exhibit 1.1

NOTICE OF SPECIAL GENERAL MEETING

CHINA YUCHAI INTERNATIONAL LIMITED

To the Shareholders

NOTICE IS HEREBY GIVEN that a Special General Meeting (the “Meeting”) of CHINA YUCHAI INTERNATIONAL LIMITED (the “Company”) will be held at Hotel Nikko, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Tuesday, December 12, 2006 at 2.30 p.m. for the following purposes:

1.		To consider and approve the appointment of Messrs KPMG Singapore as independent auditors of the Company and to authorize the Audit Committee to fix their remuneration.
2.		To consider and approve the appointment of Matthew Richards as an Independent Director of the Company to fill a vacancy on the Board.
3.		To transact any other business as may properly come before the meeting or any adjournment thereof.

By Order of the Board

Teo Tong Kooi
President
November 6, 2006

Notes:

1.		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.
2.		Only shareholders of record at the close of business on November 21, 2006 shall be entitled to notice of and to vote at the Meeting.
3.		The incumbent auditor of the Company, KPMG Hong Kong, has resigned and has waived the requirements of section 89(3) of the Companies Act 1981 of Bermuda with respect to its replacement as auditors of the Company.