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China Yuchai International Limited

November 24, 2009

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

United States

    Attention:

    Gabriel Eckstein
Daniel Morris
Gary Todd

    Re:

    China Yuchai International Limited
Form 20-F for Fiscal Year Ended December 31, 2008
Filed July 15, 2009
File No. 001-13522

This letter sets forth the response of China Yuchai International Limited (“China Yuchai”) to the
comment of the Staff of the Division of Corporation Finance of the Securities and Exchange
Commission (“SEC”) in its letter dated October 28, 2009, with respect to the above referenced Form
20-F. For the Staff’s convenience, the Staff’s comment is set forth before China Yuchai’s response.

1.     Comment: We note that your shares of [Guangxi Yuchai Machinery Company Limited] are your
primary asset. We also note that your plans for expansion and diversification, as described on page
44, appear to emphasize the acquisition of investment securities (for instance, the securities of
TCL and HLGE.) Please provide your analysis as to whether you should be considered an “investment
company” within the meaning of Section 3 of the Investment Company Act of 1940.

Response to Comment 1:

    (a)

     Summary of Requirements
of Rule 3a-1 under the 1940 Act.

         Rule 3a-1 (the “Rule”) under the Investment Company Act of 1940, as amended (the
“1940 Act”), provides that an issuer meeting the Rule’s requirements will not be deemed to be an
“investment company” under the 1940 Act.

         The Rule requires that (i) no more than 45% of the value of the issuer’s total assets
(exclusive of U.S. government securities and cash items) may consist of “securities” and (ii) no
more than 45% of the issuer’s net income after taxes (for the last four fiscal quarters combined)
may be derived from “securities.”

         Excluded from the term “securities,” for purposes of the Rule, are U.S. government securities,
securities issued by employees’ securities companies and securities issued (i) by certain
majority-owned subsidiaries of the issuer and (ii) by certain companies “primarily controlled” by
the issuer.

         In addition, to qualify for the exemption provided by the Rule, the issuer cannot be an
investment company as defined in Section 3(a)(1)(A) or 3(a)(1)(B) of the 1940 Act. These sections
refer to (i) companies engaged primarily, or proposing to engage primarily, in the business of
investing, reinvesting or trading in securities, or holding themselves out as such, or (ii)
companies in the business of issuing face-amount certificates of the installment type, or with the
intent to issue such certificates.

(b)    Analysis of Why China Yuchai is Entitled to Rely on the Exemption Provided by Rule
3a-1.

         China Yuchai is entitled to rely on Rule 3a-1 and therefore is not an investment company under
the 1940 Act for the following reasons:

         (i)     China Yuchai is not a company engaged primarily, nor does it propose to engage primarily,
in the business of investing, reinvesting or trading in securities, nor does it hold itself out as
such.

         When China Yuchai has invested in companies, its investment has not been for trading or
speculative purposes. It has invested with the intent to hold the investment for a period of time
over the long or medium term, and with the intent, to the extent possible, to participate in
operating the business of the company in which it invests. China Yuchai is not a passive investor,
nor is it an active trader in securities.

         China Yuchai has owned, since 1993, a majority voting and economic interest in Guangxi Yuchai
Machinery Company Limited (“GYMCL”) which is China Yuchai’s main operating asset, and China
Yuchai’s primary source of cash flow has historically been its share of the dividends, if any, paid
by GYMCL. GYMCL is a diesel engine manufacturer in China and produces diesel power generators and
diesel engine parts and is not engaged in the securities business. As disclosed in the Annual
Report on Form 20-F for the year ended December 31, 2008 (the “Annual Report”) on page 27, “Yuchai
[GYMCL] produces light, medium and heavy-duty diesel engines, industrial diesel engines, diesel
powered generators (Genset) and engine parts.” The Annual Report describes the business of GYMCL
in detail on pages 27 through 37.

         China Yuchai has the right to appoint nine of GYMCL’s 13 directors. China Yuchai provides
certain management, financial planning and other services to GYMCL and, as of June 1, 2009, China
Yuchai had seconded six employees to key management positions to work full-time at GYMCL’s
principal manufacturing facilities in China as part of GYMCL’s day-to-day management team.

         As part of the China Yuchai’s plans for business expansion and diversification, China Yuchai’s
strategy generally is to acquire a significant interest, even if such interest is a
less-than-majority interest, in target entities that permits China Yuchai to influence the
operations and management policies of such target entities and to achieve profit through improved
operations. It is not the China Yuchai’s strategy to make passive investments or to otherwise
trade in the securities of other companies as its primary aim. Pursuant to its business plan,
commencing from 2005, China Yuchai gradually over a period of time acquired a 45.4% interest in HL
Global Enterprises Limited (“HLGE”) and 34.4% interest in Thakral Corporation Ltd (“TCL”). It is
currently the largest shareholder in each of HLGE and TCL.

2

For this reason, it could be maintained that HLGE and TCL are companies meeting the requirements of
paragraph (a)(4) of the Rule and therefore the interests in these companies held by China Yuchai do
not constitute “securities.” China Yuchai has not yet determined whether it will take this
position, given the fact that China Yuchai is so clearly in compliance with the Rule. However, we
note these facts to emphasize that it is China Yuchai’s strategy not to be a passive investor but
to obtain an interest in companies that allow it to actively participate in these companies’
planning, operations, and business.

         As disclosed in the Annual Report on page 39, “The core businesses of the HLGE group are that
of hospitality operations and property development.” HLGE operates hotels primarily in China and
Malaysia. As disclosed in the Annual Report on page 23, “The TCL group primarily conducts
distribution of consumer electronic products with operations mainly in the PRC (including Hong
Kong). TCL also has other business activities relating to contract manufacturing, property
development and investment in the PRC.” Neither HLGE nor TCL is engaged in the securities
business. China Yuchai has four representatives out of eight directors on HLGE’s Board and two
representatives out of nine directors on TCL’s Board. As disclosed in the Annual Report, China
Yuchai had, in 2008, sought to increase its representation on the board of TCL proportionate to its
shareholding in TCL in order to increase its influence and control over TCL’s operations and
business but this attempt was not successful.

         (ii)     China Yuchai is not engaged, has never engaged and does not propose to engage in the
business of issuing face-amount certificates of the installment type, nor does it have any such
certificates outstanding.

     See China Yuchai’s balance sheet as of December 31, 2007 and 2008 and notes 1 and 3(l) to
China Yuchai’s consolidated financial statements included in the Annual Report, which describe the
issued and outstanding securities of China Yuchai.

         (iii)    Calculated in accordance with the requirements of the Rule (which specifically directs
that “value” be determined in accordance with Section 2(a)(41) of the 1940 Act) and applying the
consolidation principles1 of paragraph (c) of the Rule, securities held by China Yuchai
have a value as of December 31, 2008 equal to 24.7% of China Yuchai’s total assets, and 29.6% of
China Yuchai’s net income after taxes (for the last four reported fiscal quarters combined ended
December 31, 2008) is derived from securities. These figures are both lower than the 45% permitted
by the Rule.

         In making the calculations in the immediately preceding paragraph in accordance with Section
2(a)(41) of the 1940 Act:

         (i)      securities for which market quotations are available have been valued at the market value
at the end of the last preceding fiscal quarter (to the extent then owned);

         (ii)     the value of other securities and assets owned at the end of the last preceding fiscal
quarter have been valued at the fair value of such securities and assets, as determined in good
faith by the Board of Directors of China Yuchai; and

    1

    In effecting the consolidation required by paragraph
(c) of the Rule, China Yuchai has consolidated its financial statements with
the financial statements of any wholly-owned subsidiaries. Otherwise, there
has been no consolidation.

3

         (iii)

    securities and assets acquired after the end of the last preceding fiscal quarter have
been valued at the cost thereof.

The particulars of these calculations are set forth in the following tables and explanatory notes:

TABLE I: Balance Sheet of China Yuchai,

Consolidated to the Extent Required by the Rule:

In effecting the consolidation required by paragraph (c) of the Rule, China Yuchai has
consolidated its financial statements with the financial statements of any wholly-owned
subsidiaries. Otherwise, there has been no consolidation.

    As of December 31, 2008

    (US dollars in thousands)

    Property, plant and equipment

    144

    Investments in Subsidiaries (1)

    406,754

    Investments in Associated Corporations (2)

    49,219

    Other Investments (3)

    64,433

    Current Assets

    Amounts due from parent (non-trade)

    765

Other
debtors, deposits & prepayments (4)

    9,497

    Cash and cash equivalents

    11,378

    Total Assets

    542,190

         (1)

    Represents ownership by China Yuchai of 76.4% of GYMCL. GYMCL is thus a
“majority-owned subsidiary of China Yuchai for purposes of the Rule and as determined
under Section 2(a)(24) of the 1940 Act. GYMCL is not an investment company under
Section 3(b)(3) or Section 3(c)(1) of the 1940 Act. (See Annex A).

4

         (2)

    Represents ownership by China Yuchai of 45.4% of HLGE and 34.4% of TCL. The
following table shows the value attributed to these assets in the above:

    As of December 31, 2008

    (US dollar in thousands)

    HLGE

    14,828

    TCL

    34,391

         (3)

    Represents ownership by China Yuchai of preference shares and bonds issued by
HLGE.

         (4)

    Includes interest receivable of US$8,987 from HLGE.

TABLE II: Income Statement of China Yuchai,

Consolidated to the Extent Required by the Rule:

In effecting the consolidation required by paragraph (c) of the Rule, China Yuchai has
consolidated its financial statements with the financial statements of any wholly-owned
subsidiaries. Otherwise, there has been no consolidation.

    For the year ended

    December 31, 2008

    (US dollars in

    thousands)

    Turnover

    Cost of sales

    Other income

    Related to China Yuchai and GYMCL(1)

    16,339

    Related to HLGE(1)

    6,471

    Administrative and other operating expenses

    Related to China Yuchai and GYMCL

    -3,185

    Related to HLGE

    -1,241

    Profit from operations

    18,434

    Interest Expenses

    Related to China Yuchai and GYMCL

    -1,313

    Related to HLGE

    -520

    Profit from operations before tax

    16,601

    Taxation charge

    —

    Profit from operations after tax

    16,601

5

    1.

    The breakup of “Other Income”, that includes income
from GYMCL and HLGE, is set forth below. China Yuchai did not derive any
income from TCL during the year ended December 31, 2008.

    For the year ended

    December 31, 2008

    (US dollar in

    thousands)

    Fixed deposits

    209

    Dividend income (GYMCL)

    15,811

    Gain on transfer of shares (GYMCL)

    2

    Exchange gain/(loss)

    Related to China Yuchai and GYMCL

     317

    Related to HLGE

     490

    Unsecured bond (HLGE)

    3,989

    Revaluation loss of Pref A (HLGE)

    (939
    )

    Gain on redemption of investment in HLGE: Pref B (HLGE)

    476

    Impairment loss on Pref B (HLGE)

    (310
    )

    Gain on redemption of investment in HLGE: Unsecured
bond (HLGE)

    2,765

    Total

    22,810

THE 45% TEST

     Test:

     (1)     No more than 45% of the value of the issuer’s total assets (excluding U.S.
Government securities and cash items) must consist of, and

     (2)     No more than 45% of the issuer’s net income after taxes (for the last four
fiscal quarters combined) must be derived from, certain investment securities.

     Analysis:

     (1)     Assuming the equity investments in HLGE and TCL, the preference shares and bonds issued by
HLGE, interest receivable from HLGE and the cash and cash equivalent (i.e., the bank deposits) to
be “securities”, based on the amounts in TABLE I, China Yuchai meets the 45% asset test:

    Test=

    Securities

    =

    49,219 + 64,433 +8,987 + 11,378

    =

    134,017

    =

    24.7%

    Total assets

    542,190

    542,190

     (2)     Assuming that income derived from HLGE, TCL and the bank deposits is income derived from
“securities”, based on the amounts in TABLE II, China Yuchai meets the 45% net income test:

    Test=

    Income from HLGE, TCL and
the
bank deposits minus expenses relating

            to such investments

    =

    6,471 + 209
– [1,241 +520]

    =

    4,919

    =

    29.6%

    Total income

    16,601

    16,601

For the foregoing reasons, China Yuchai respectfully submits that China Yuchai is entitled to rely
on Rule 3a-1 and therefore is not an investment company under the 1940 Act.

Please let me know if you have any further questions. I can be contacted at (65) 6322 6262 if I
can be of further assistance.

    Yours sincerely

    /s/ Hoh Weng Ming

    Hoh Weng Ming

    Chief Financial Officer

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ANNEX A

Section 3(b)(3) and Section 3(c)(1) of the 1940 Act.

         GYMCL does not rely on the exemption provided by Section 3(b)(3) or Section 3(c)(1) of the
1940 Act. Rather, it is not an investment company because of its compliance with Section
3(a)(1)(c) of the 1940 Act. This is shown by the balance sheet set forth below.

         GYMCL: Unconsolidated balance sheet as of December 31, 2008

    Neutral

    Good

    Assets

    Securities

    Assets

    (RMB in thousands)

    Cash on Hand and at Bank

    235,057

    Net Trade Debtors

    2,751,339

    Stock

    1,906,653

    Prepayment

    506,736

    Other Receivables

    60,693

    Less: Provision for other receivable

    -11,196

    Deferred expenses

    5,414

    Amount due
from YMLC and its subsi — Non Trade

    24,660

    Amount due from YMLC and its subsi — Trade

    616

    Less: Provision for debts due from YMLC

    -24,609

    Amount due from SHC and related company (Non trade)

    21,699

    Amount due from SHC and related company (Trade)

    14,982

    Amount due from CYI

    1,306

    Land Use Right

    93,489

    Total Fixed Assets

    1,997,110

    Long Term Investment Unquoted Companies

    257,174

    Deferred Income Tax

    119,805

    Total

    235,057

    304,839

    7,421,032

    Test=

    Securities

    =

    304,839

    =

    3.9%

    Total assets – neutral assets

    7,725,871

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