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 April 2006

Commission File Number 1—13522

China Yuchai International Limited

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          þ		Form 40-F          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)(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No. 333-111106) on Form F—3 and to be part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company with the U.S. Securities and Exchange Commission (the “SEC”).

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 Q1 2006 Performance

     On April 28, 2006 in Singapore, the Company issued a press release announcing its unaudited interim results for the three months ended March 31, 2006. A copy of the press release dated April 28, 2006 is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

2.

New bank facility

     On March 31, 2006, CYI entered into a secured term loan facility with a bank in Singapore for up to S$110.0 million (approximately US$69.18 million based on an exchange rate of US$1.00 to S$1.59). The facility may only be utilized by CYI in connection with certain limited circumstances relating to its business expansion activities. The terms of the facility require, among other things, that Hong Leong Asia Ltd (“HLA”) retains ownership of CYI’s special share and that CYI remains a consolidated subsidiary of HLA. The terms of the facility also include certain financial covenants with respect to CYI’s tangible net worth and net gearing ratio throughout the tenor of the facility, as well as negative pledge provisions and customary drawdown requirements and events of default.

Exhibits

99.1

Press Release of the Company dated April 28, 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: April 28, 2006

EXHIBITS INDEX

99.1

Press Release of the Company dated April 28, 2006.

16 Raffles Quay #26-00 Hong Leong Building Singapore 048581
Tel : (65) 6220 8411 Fax : (65) 6226 0502

Exhibit 99.1

FOR IMMEDIATE RELEASE

CHINA YUCHAI INTERNATIONAL LIMITED ANNOUNCES
Q1 2006 PERFORMANCE

Singapore, April 28, 2006 - China Yuchai International Limited (CYI) today announced the performance for the quarter ended March 31, 2006 with net income of Rmb80.1 million (US$10.0 million) as compared to net income of Rmb173.6 million (US$21.0 million) for the same period in 2005.

Net sales of Rmb1,753.5 million (US$218.0 million) for the quarter ended March 31, 2006 represents a decrease of 0.4% compared to the same period last year of Rmb1,761.0 million (US$212.8 million). Total unit sales of 80,120 diesel engines for the quarter ended March 31, 2006 was however 13% higher than the same period last year of 70,933 diesel engines.

The overall gross margin of 20.9% for the quarter ended March 31, 2006 has declined by approximately 7.3 percentage points as compared to 28.2% gross margin for the first quarter of 2005. This decline was mainly due to the change in the product sales mix arising from increased sales of the lower margin 4-series light-duty and industrial engines and higher raw material costs.

For the quarter ended March 31, 2006, selling, general and administrative expenses increased by approximately 0.4%, due mainly to higher advertising and promotion expenses.

For the quarter ended March 31, 2006, trade account receivables has increased as a result of higher sales volume as compared to the quarter ended December 31, 2005 and normal seasonality factors. Cash balances have decreased and bank borrowings have increased for the quarter ended March 31, 2006 mainly due to higher working capital requirements in Yuchai and new investments made for strategic acquisitions in Thakral Corporation Ltd and LKN-Primefield Limited during the first quarter of 2006.

Basic and diluted net income per share for the quarter ended March 31, 2006 was Rmb2.15 (US$0.27) compared to a basic and diluted net income per share of Rmb4.91 (US$0.59) for the same period in 2005.

Mr Philip Ting, Director and CFO commented that “the increase in unit sales of diesel engines by approximately 13% as compared to the same period of last year was mainly due to the continued economic growth in China for the quarter ended March 31, 2006 which led to higher demand for trucks and buses in China. Yuchai continued to experience lower margins arising from product sales mix mainly due to more sales of the less expensive and smaller light-duty engines. This was attributed to the tightening of the credit supply within the banking sector in China as part of the Chinese government’s attempts

CHINA YUCHAI INTERNATIONAL LIMITED

16 Raffles Quay #26-00 Hong Leong Building Singapore 048581
Tel : (65) 6220 8411 Fax : (65) 6226 0502

to minimize overheating of the economy. The Chinese government has announced that economic growth accelerated to an estimated 10.2% in the first quarter 2006 arising from higher manufacturing investments and exports. Notwithstanding the increase in volume of units sold for the light-duty engines, Yuchai has also seen increasing levels of acceptance of the new super heavy-duty diesel engine — 6L/6M (previously called 6113) which achieved unit sales of 2,716 compared to 1,446 units for the same period in 2005 and the management believes that the future of this engine remains to be positive over the longer term arising from anticipated 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 8.0170 = US$1.00, the rate quoted by the People’s Bank of China at the close of business on March 31, 2006. 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 March 31, 2006 or at any other date.

Note 2: All financial data (both in Renminbi and U.S. dollars) is unaudited.

CHINA YUCHAI INTERNATIONAL LIMITED
UNAUDITED CONSOLIDATED INCOME STATEMENTS
For the period ended March 31, 2006
(RMB and US$ amounts expressed in thousands, except per share data)

		For Quarter ended March 31,
		2005				2006				2006
		Rmb'000				Rmb'000				US'000
Revenues, net			1,760,957				1,753,483				217,997
Cost of goods sold			1,265,069				1,386,282				172,346
Gross profit			495,888				367,201				45,651
Research and development costs			36,988				32,771				4,074
Selling, general and administrative expenses			186,748				187,549				23,316
Operating income			272,152				146,881				18,261
Interest expense			9,862				22,280				2,770
Other income			(7,701	)			(2,112	)			(262	)
Share of equity in losses of affiliates			—				120				15
Income before income taxes and minority interests			269,991				126,593				15,738
Income taxes			42,237				20,557				2,555
Income before minority interests			227,754				106,036				13,183
Minority interests in income of consolidated subsidiaries			54,109				25,945				3,226
Net income			173,645				80,091				9,957
Net earnings per common shares		Rmb				Rmb				US$
Basic and diluted			4.91				2.15				0.27

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 8.0436 = US$1.00, the average rate quoted by the People’s Bank of China at the close of business for the period from January 1, 2006 to March 31, 2006. 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 March 31, 2006 or at any other date.

CHINA YUCHAI INTERNATIONAL LIMITED
Selected Unaudited Consolidated Balance Sheet Items
(Rmb and US$ amounts expressed in thousands)

		As of				As of
		December 31, 2005				March 31, 2006
		(Unaudited)				(Unaudited)
		Rmb'000				Rmb'000				US$'000
Cash Balances			736,230				474,283				59,160
Trade Accounts Receivable, Net			1,138,293				1,909,429				238,173
Inventories, Net			1,635,347				1,593,045				198,708
Investment in Affiliated Companies			188,663				220,653				27,523
Net Current Assets			867,621				30,577				3,814
Total Assets			6,482,089				7,753,367				967,116
Trade Accounts Payable			1,646,182				1,908,610				238,070
Short-Term and Long-Term Borrowings			962,835				1,900,588				237,070
Shareholders’ Equity and accumulated other comprehensive income			2,581,804				2,658,383				331,593

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 8.0170 = US$1.00, the rate quoted by the People’s Bank of China at the close of business on March 31, 2006. 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 March 31, 2006 or at any other date.