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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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                                    FORM 6-K

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                        REPORT OF FOREIGN PRIVATE ISSUER
    PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

                         FOR THE MONTH OF DECEMBER 2005

                         COMMISSION FILE NUMBER 1-13522


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                       CHINA YUCHAI INTERNATIONAL LIMITED
                 (Translation of Registrant's name into English)


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                             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.

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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report is filed, to the extent not superseded by documents or reports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").


OTHER EVENTS

1.   Reorganization Agreement

On December 2, 2005, CYI entered into a Reorganization Agreement Amendment (No.
1) (the "Amendment Agreement") with Guangxi Yuchai Machinery Company Limited
("Yuchai"), a subsidiary of CYI, and Coomber Investments Limited ("Coomber"), a
shareholder of CYI. The terms of the Amendment Agreement were also acknowledged
and agreed to by Guangxi Yuchai Machinery Group Company ("State Holding
Company"). The Amendment Agreement amends certain provisions of the
Reorganization Agreement dated April 7, 2005, including to extend the term of
the Reorganization Agreement from December 31, 2005 to December 31, 2006, and to
extend the date for payment by Yuchai of the $20 million amount contemplated in
Clause 1.8 of the Reorganization Agreement to the earlier of (i) the date of the
completion of the transactions described in Clause 2.6 of the Reorganization
Agreement and (ii) December 31, 2006.

A copy of the Amendment Agreement is attached hereto as Exhibit 1.1 and is
incorporated herein by reference. See also the cautionary statements contained
in the first and second risk factors under "Item 3. Key Information -- Risk
Factors" in CYI's Annual Report on Form 20-F filed with the SEC on July 15,
2005.

2.   Interim Meeting of Shareholders of Yuchai

On December 2, 2005, Yuchai held an interim (extraordinary general) meeting of
shareholders. At such meeting, Yuchai's shareholders passed resolutions
regarding changes to the composition of Yuchai's board of directors and
committees thereof as well as other corporate governance matters. Yuchai's
shareholders approved the appointment of Mr. Yan Ping who is also currently the
Chairman of the State Holding Company (see the Form 6-K filed by CYI on October
31, 2005) as Chairman of the board of directors of Yuchai. Yuchai's shareholders
also approved the appointments of Mr. Kwek Leng Peck (nominated by the foreign
shareholders) and Mr. Gu Tang Sheng (nominated by the Chinese shareholders) to
the board of directors of Yuchai to replace Mr. Neo Poh Kiat, following his
resignation from Yuchai's board of directors, and Mr. Zeng Shi Qiang,
respectively. Yuchai's shareholders also approved the establishment of the
position of chief internal auditor at Yuchai, and resolved that the person
performing such role shall be required to have internationally recognized
qualifications, be independent of Yuchai management, and report directly to
Yuchai's board of directors.

The composition of Yuchai's board of directors and committees thereof as of
December 2, 2005 are set forth below:

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        BOARD OF DIRECTORS
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        Name                           Position
        ----                           --------
        Yan Ping                       Chairman of the board of directors
        Gao Jia Lin                    Deputy Chairman of the board of directors
        Raymond C.K. Ho                Director
        Li Tiansheng                   Director
        Kwek Leng Peck                 Director
        Tan Aik-Leang                  Director
        Teo Tong Kooi                  Director
        Ting Sii Tien, Philip          Director
        Qin Xiao Cong                  Director
        Shao Qihui                     Director
        Wong Hong Ren                  Director
        Yuan Xu Cheng                  Director
        Gu Tang Sheng                  Director and Assistant to Chairman


        NOMINATION COMMITTEE
        --------------------
        Shao QiHui (Chairman)
        Kwek Leng Peck
        Teo Tong Kooi
        Li Tian Sheng
        Yan Ping
        Zhang Shi Yong (Secretary)


        REMUNERATION COMMITTEE
        ----------------------
        Raymond C.K. Ho (Chairman)
        Kwek Leng Peck
        Teo Tong Kooi
        Yan Ping
        Zhang Shi Yong (Secretary)


        FINANCE COMMITTEE
        -----------------
        Yan Ping (Chairman)
        Teo Tong Kooi
        Ting Sii Tien, Philip
        Gao Jia Lin
        Li Tian Sheng
        Lim Poh Lea
        Yang Weizhong (ex officio)


        AUDIT COMMITTEE
        ---------------
        Tan Aik-Leang (Chairman)
        Raymond C.K. Ho
        Gu Tang Sheng
        Zhang Shi Yong (Secretary)
EXHIBITS 1.1 Reorganization Agreement Amendment (No. 1) dated December 2, 2005 between CYI, Yuchai and Coomber. 3 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: December 5, 2005 CHINA YUCHAI INTERNATIONAL LIMITED By: /s/ Philip Ting Sii Tien --------------------------------------- Name: Philip Ting Sii Tien Title: Chief Financial Officer and Director 4 EXHIBIT INDEX 1.1 Reorganization Agreement Amendment (No. 1) dated December 2, 2005 between CYI, Yuchai and Coomber. 5

                                                                     Exhibit 1.1



                   REORGANIZATION AGREEMENT AMENDMENT (NO. 1)


     This Reorganization Agreement Amendment (No. 1) constitutes a binding
agreement (this "Agreement") dated December 2, 2005 between Guangxi Yuchai
Machinery Company Limited ("Yuchai"), China Yuchai International Limited ("CYI")
and Coomber Investments Limited ("Coomber").

WHEREAS

I. Yuchai, CYI and Coomber have on April 7, 2005 entered into a Re-organization
Agreement (the "Reorganization Agreement") in furtherance of the terms of the
Agreement dated July 19, 2003 entered into between Guangxi Yuchai and CYI (the
"July 19 Agreement").

II Mr. Yan Ping was appointed the Chairman of the Board of Directors of Guangxi
Yuchai Machinery Group Company in May, 2005.


III. At the 8th meeting of the 4th Board of Directors of Yuchai held on October
28th, 2005, Guangxi Yuchai Machinery Group Company recommended that Mr. Yan Ping
be appointed as a member of the Board of Directors of Yuchai and the Chairman of
the Board of Yuchai. At the meeting, the Board of Directors of Yuchai resolved
to put the nomination of Yan Ping to the shareholders of Yuchai for approval at
the Interim Shareholders Meeting of Yuchai to be held on 2 December 2005.

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IV. The parties expressed, in the Reorganization Agreement, a non-legally
binding desire to complete the Restructuring Exercise, by 30 September 2005, the
parties now recognise that the Restructuring Exercise would take more time than
anticipated to complete.

V. Under Clause 1.8 of the Reorganization Agreement, the amount of US$20,000,000
became due for payment by Yuchai to CYI on 24 June 2005 but remains unpaid.


VI The parties have recognized that circumstance have changed since the
execution of the Reorganization Agreement and have agreed that they will enter
into negotiations on the Reorganization Agreement on the basis of a
comprehensive consideration of the benefits and interests of each party and in
consideration thereof have agreed to extend the term of the Reorganization
Agreement pending the completion of these negotiations.

     IN CONSIDERATION of the mutual agreements contained herein, and intending
to be legally bound hereby, and subject to all applicable laws and regulations,
the parties hereto agree as follows:

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INTERPRETATION

1.1  All terms and references used in this Agreement which are defined or
     construed in the Reorganization Agreement but are not otherwise defined or
     construed in this Agreement shall have the same meaning and construction in
     the Reorganization Agreement.

1.2  Any reference in this Agreement to 'THE REORGANIZATION AGREEMENT' shall
     include the Reorganization Agreement, as from time to time amended,
     modified or supplemented, and any document which amends, modifies or
     supplements the Reorganization Agreement.

1.3  The headings in this Agreement are inserted for convenience only and shall
     be ignored in construing this Agreement. Unless the context otherwise
     requires, words denoting the singular number only shall include the plural
     and vice versa.

1.4  This Agreement has been written in the English and Chinese languages. The
     parties agree that (a) the English language version of this Agreement shall
     be binding upon the parties, (b) the Chinese language version of this
     Agreement has been inserted as a translation of the English language
     version of this Agreement and shall not be binding upon the parties, and
     (c) in the event that there are any inconsistencies between the English and
     Chinese language versions of this Agreement, the English language version
     of this Agreement will prevail.

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2.   AMENDMENTS TO THE REORGANIZATION AGREEMENT

     The parties hereby agree that the following provisions of the
     Reorganization Agreement shall be amended in the following manner:-

2.1  Clause 1.8 of the Reorganization Agreement

     Clause 1.8 of the Reorganization Agreement shall be deleted in its entirety
     and replaced with the following text:

     "In consideration of CYI's agreement to ensure that Coomber will under the
     terms of the share exchange in Clause 2.4 receive no less than 6,354,911
     Newco shares, Yuchai shall on the earlier of (i) the date of the completion
     of the transactions described in Clause 2.6 and (ii) 31 December 2006 pay
     CYI an amount of US$20,000,000 in cash into such bank account as CYI shall
     notify Yuchai in writing."

2.2  Clause 2.10 of the Reorganization Agreement

     Clause 2.10 of the Reorganization Agreement shall be deleted in its
     entirety. The parties agree that such deletion shall be effective on and
     from 27 October 2005.

2.3  Clause 4 of the Reorganization Agreement

     The words "31 December 2005" appearing in the third line of Clause 4 of the
     Reorganization Agreement shall be deleted and substituted by the words "31
     December 2006 or such other date as the parties may agree in writing".

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3.   INCORPORATION

3.1  The parties agree that this Agreement constitutes the effective and binding
     amendment of the Reorganization Agreement.

3.2  The parties agree that the due date for the performance of the
     Reorganization Agreement shall be adjusted according to this Agreement. The
     due date set by the Reorganization Agreement shall be completely and
     unconditionally replaced by the due date set by this Agreement as the final
     due date. Until 31 December 2006, all parties shall not undertake any claim
     for compensation due to any action or matter arising from the
     implementation of the Reorganization Agreement. The Parties hereby agree
     that if the completion of the transactions set out in clause 2.6 of the
     Re-organization Agreement is not achieved by 31 December 2006, the Parties
     shall be entitled to claim all compensation pursuant to the Re-organization
     Agreement.

3.3  The Reorganization Agreement and this Agreement shall be read and construed
     as one document and this Agreement shall be considered to be part of the
     Reorganization Agreement and, without prejudice to the generality of the
     foregoing, where the context so allows, references in the Reorganization
     Agreement to 'this Agreement' or 'this Reorganization Agreement', howsoever
     expressed, shall be read and construed as references to the Reorganization
     Agreement as amended, varied, modified or supplemented by this Agreement

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4.   COSTS AND EXPENSES

     Each party shall bear its own expenses, including legal fees, incurred in
     connection with the preparation, review, negotiation and execution of the
     terms of this Agreement.


IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed on its behalf as of the day and year first above written.



                                           
GUANGXI YUCHAI MACHINERY COMPANY LIMITED      CHINA YUCHAI INTERNATIONAL LIMITED
Signed: /s/ Zhang Shiyong                     Signed: /s/ Teo Tong Kooi
Name:   Zhang Shiyong                         Name:   Teo Tong kooi



COOMBER INVESTMENTS LIMITED
Signed: /s/ Qin Xiao Long
Name:   Qin Xiao Long
The party named below acknowledges and accepts as of the day and year first above written the contents of this Agreement and irrevocably undertakes to use reasonable efforts to cause Yuchai to fulfill its obligations under this Agreement. GUANGXI YUCHAI MACHINERY GROUP COMPANY Signed: /s/ Zhang Shiyong Name: Zhang Shiyong 6