**Exhibit 4.7**

**INDEMNIFICATION AGREEMENT**

INDEMNIFICATION AGREEMENT dated as of                          which shall be deemedto take effect from                     , between **China Yuchai International Limited**, a company incorporated under the laws of Bermuda (the“Company”), and          (“Indemnitee”). 

WHEREAS:

(A) It is essential to the Company to retain and attract as directors and officers the most capable personsavailable; 

(B) It is becoming increasingly difficult for companies to attract the most qualified andexperienced people to serve as officers and directors because of the tendency of increasing litigation and other challenges by stockholders and others against officers and directors of companies; and 

(C) In recognition of Indemnitee’s need for substantial protection against personal liability to enhanceIndemnitee’s continued and effective service to the Company, and to induce Indemnitee to provide such services to the Company as a director or officer, the Company wishes to provide in this Agreement for the indemnification of and the advancingof expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement, whether or not insurance is maintained to provide coverage for Indemnitee; 

NOW THEREFORE, in consideration of the foregoing and of Indemnitee’s continued service to the Company, the partieshereto agree as follows: 

1. Certain Definitions. Whenever used in this Agreement, the following wordsand phrases shall have the following meanings: 

“Affiliate” of any specified person means anyother person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For the purposes of this definition, “control” (including, with correlative meanings, the terms“controlled by” and “under common control with”), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person,whether through the ownership of voting securities or by agreement or otherwise. 

“Board”shall mean the Board of Directors of the Company. 

“Change in Control” shall be deemed tohave occurred if: 

(i) any “person” or “group”, as such terms are used in Sections 3(a)(9),13(d) and 14(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than (x) Hong Leong Asia Ltd or any of its Affiliates or (y) any employee benefit plan sponsored by the Company or anAffiliate, becomes a “Beneficial Owner”, as such term is used in Rule 13d-3 under the Exchange Act, of 30% or more of the “Voting Stock” (which means the capital stock of any class or classes of the Company having general votingpower under ordinary circumstances, in the absence of contingencies, to elect the directors of such corporation) of the Company; 

 
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(ii) one-third or more of the Board consists of individuals other thanmembers of the Board on the date hereof (the “Incumbent Directors”); provided, however, that (x) any person becoming a director subsequent to such date whose election or nomination for election was approved by two-thirds(but in no event less than two) of the directors who at the time of such election or nomination comprise the Incumbent Directors and (y) any person elected or designated a director pursuant to the Amended and Restated Shareholders Agreementwith respect to the Company, dated as of November 9, 1994, shall, in the case of both (x) and (y) above, for purposes of this Agreement, be considered an Incumbent Director; 

(iii) the Company adopts any plan of liquidation providing for the distribution of all or substantially all of its assets;

(iv) the Company combines with another company (whether or not the Company is the surviving corporation) andimmediately after the combination, the stockholders of the Company immediately prior to the combination (other than stockholders who, immediately prior to the combination, were “Affiliates” of such other company) do not beneficially own,directly or indirectly, more than 70% of the Voting Stock of the combines company; or 

(v) any sale, lease,exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company occurs. 

Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred upon (i) the transfer, directly or indirectly, of the Company’s Special Share to Hong Leong Asia Ltd. or anyof its Affiliates or (ii) any corporate reorganization or restructuring occurring, as a result of, directly or indirectly, or otherwise in connection with, the Agreement between the Company and Guangxi Yuchai Machinery Company Limited, aSino-foreign joint stock company incorporated under the laws of the People’s Republic of China (“Yuchai”), in Yulin City on July 18-19, 2003 (“2003 Agreement”) and the subsequent agreements entered into in furtheranceof the terms of the 2003 Agreement culminating in the Cooperation Agreement dated June 30, 2007. 

“Expenses” shall mean any expense, liability or loss, including attorneys’ fees, judgments, fines,amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, and any domestic or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, paid or incurred inconnection with investigating, defending, being a witness in, or participating in (including on appeal), or preparing for any Proceeding relating to any Indemnifiable Event. 

“Indemnifiable Event” shall mean any event or occurrence, whether occurring prior to or after theexecution of this Agreement, related to the Indemnitee serving or having served as a director or an officer of the Company, or, while a director or officer of the Company, is or was serving at the request of the Company as an agent or representativeof the Company or as a director, officer, employee, trustee, agent, or fiduciary of another foreign or domestic corporation (including, but not limited to, Yuchai), partnership, joint venture, employee benefit plan, trust, or other enterprise, orwas a director, officer, employee, or agent of a foreign or domestic corporation or of another enterprise at the request of the Company, or by reason of anything done or not done by Indemnitee in any such capacity, whether or not the basis of theProceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee or agent of the company, as described above. 

 
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“Independent Counsel” shall mean the person or bodyappointed in accordance with Section 3. 

“Proceeding” shall mean any threatened,pending, or completed action, suit, arbitration, alternative dispute resolution mechanism, or any other proceeding (including an action by or in the right of the Company or Yuchai), whether civil, criminal, administrative or investigative, whetherpredicated on the law of any jurisdiction and whether formal or informal, including, without limitation, Proceedings brought under or predicated upon the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and theirrespective state counterparts or any rule or regulation promulgated thereunder, or any inquiry, hearing, or investigation, whether conducted by the Company or Yuchai, a stockholder or bondholder of the Company or Yuchai, a governmental body, or anyother party, that Indemnitee in good faith believes might lead to the institution of any such action, suit, or proceeding. 

“Reviewing Party” shall mean the person or body appointed in accordance with Section 3. 

2. Agreement to Indemnify. 

(a) General Agreement.In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising out of) an Indemnifiable Event, the Companyshall indemnify and hold harmless Indemnitee from and against any and all Expenses to the fullest extent permitted by law applicable to the Indemnifiable Event, or as the same may exist currently or may hereafter be amended or interpreted (but inthe case of any such subsequent amendments or interpretations, only to the extent that such amendments or interpretations permit the Company to provide broader indemnification rights than were permitted prior thereto). The parties hereto intend thatthis Agreement shall provide for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Company’s Articles of Association, Bye-laws, vote of its stockholders’ ordisinterested directors, or applicable law. 

(b) Initiation of Proceeding. Notwithstanding anything inthis Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless(i) the Company has joined in or the Board has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights under Section 5 hereof; or (iii) the Proceeding is instituted after aChange in Control (other than a Change in Control approved by a majority of the Incumbent Directors) and Independent Counsel has approved its initiation. 

 
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(c) Expense Advances. If so requested by Indemnitee, the Companyshall advance (within ten business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”), to the extent that the Company is permitted to do so under applicable law; provided that, if and to the extent theReviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to the reimburse the Company) for all such amountstheretofore paid in connection with the Proceeding then in question. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicablelaw, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company forany Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse the Company for Expense Advances shallbe unsecured and no interest shall be charged thereon. 

(d) Mandatory Indemnification. Notwithstandingany other provision of this Agreement, to the extent that Indemnitee has been successful on the merits in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, Indemnitee shallbe indemnified against all Expenses incurred in connection therewith. 

(e) Partial Indemnification. IfIndemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expense, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portionthereof to which Indemnitee is entitled. 

3. Reviewing Party. Prior to any Change in Control, theReviewing Party shall be any appropriate person or body consisting of a member or members of the Board or any other person or body appointed by the Board who is not a party to the Proceeding at issue; after a Change in Control, the Reviewing Partyshall be the Independent Counsel referred to below. With respect to all matters arising after a Change in Control (other than a Change in Control approved by a majority of Incumbent Directors) concerning the rights of Indemnitee to indemnitypayments and Expense Advances under this Agreement or any other agreement or under applicable law or the Company’s Articles of Association or Bye-laws now or hereafter in effect relating to indemnification for Indemnifiable Events, the Companyshall seek advice only from Independent Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company or the Indemnitee (other than inconnection with indemnification matters) within the last five years. The Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representingeither the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent theIndemnitee should be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel and to indemnify fully such counsel against any and all expenses (including attorneys’fees), claims, liabilities, loss and damages arising out of or relating to this Agreement or the engagement of Independent Counsel pursuant hereto. 

 
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4. Indemnification Process and Appeal

(a) Indemnification Payment. Indemnitee shall be entitled to indemnification of Expenses (to the extent permittedunder applicable law), and shall receive payment thereof, from the Company in accordance with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for indemnification, unless the Reviewing Party has given awritten opinion to the Company that Indemnitee is not entitled to indemnification under applicable law. 

(b)Suit to Enforced Rights. Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within thirty days after making a demand in accordance with Section 4(a), Indemnitee shall have the right toenforce its indemnification rights under this Agreement by commencing litigation in any court in The City of New York, State of New York, having subject matter jurisdiction thereof and in which venue is proper or in any other court of competentjurisdiction seeking an initial determination by the court or challenging any determination by the Reviewing Party or any aspect thereof. The Company hereby consents to service of process and to appear in any such proceeding. Any determination bythe Reviewing Party not challenged by the Indemnitee shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee in law or equity. 

(c) Defense to Indemnification, Burden of Proof, and Presumptions. It shall be a defense to any action brought byIndemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to theCompany) that it is not permissible under applicable law or under this Agreement for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any determination by the Reviewing Party or otherwise as towhether Indemnitee is entitled to be indemnified hereunder, the burden of proving such a defense or determination shall be on the Company. Neither the failure of the Reviewing Party or the Company (including its Board, independent legal counsel, orits shareholders) to have made a determination prior to the commencement of such action by Indemnitee that indemnification of the claimant is proper under the circumstances because he has met the standard of conduct set forth in applicable law, noran actual determination by the Reviewing Party or Company (including its Board, independent legal counsel, or its stockholders) that the Indemnitee had not met such applicable standard of conduct, shall be a defense to the action or create apresumption that the Indemnitee has not met the applicable standard of conduct. For purposes of this Agreement, the termination of any claim, action, suit, or proceeding, by judgment, order, settlement (whether with or without court approval),conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is notpermitted by applicable law. 

 
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5. Indemnification for Expenses Incurred in Enforcing Rights. TheCompany shall indemnify Indemnitee against any and all Expenses that are incurred by Indemnitee in seeking (i) indemnification of Expenses by the Company under this Agreement or any other agreement or under applicable law or the Company’sArticles of Association or Bye-laws now or hereafter in effect relating to indemnification for Indemnifiable Events, and/or (ii) recovery under directors’ and officers’ liability insurance policies maintained by the Company, but onlyin the event that Indemnitee ultimately is determined to be entitled to such indemnification or insurance recovery, as the case may be. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing Expenses to Indemnitee (tothe extent that the Company is permitted to under applicable law), subject to and in accordance with Section 2(c). 

6. Notification and Defense of Proceeding. 

(a)Notice. Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencementthereof; but the omission so to notify the Company will not relieve it from any liability that it may have to Indemnitee, except as provided in Section 6(c). 

(b) Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencementthereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory toIndemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company will not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemniteeunder this Agreement except as otherwise provided below. Indemnitee shall have the right to employ his own counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall beat Indemnitee’s expense unless: (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company inthe defense of the Proceeding and such determination has been affirmed any then existing Independent Counsel, (iii) after a Change in Control the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) theCompany shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which case all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceedingbrought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii) above. 

(c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without theCompany’s written consent, provided, however, that if a Change in Control has occurred the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. TheCompany shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold their consent to any proposedsettlement. The Company shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at is expense, to participate in the defense of such action;the Company’s liability hereunder shall not be excused if participation in the Proceeding by the Company was barred by this Agreement. 

 
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7. Establishment of Trust. In the event of a Change in Control theCompany shall, upon written request by Indemnitee, create a Trust for the benefit of Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonablyanticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trustpursuant to the foregoing funding obligation shall be determined by the Reviewing Party. The terms of the Trust shall provide that (i) the Trust shall not revoked or the principal thereof invaded, without the written consent of Indemnitee,(ii) the Trustee shall advance, within ten business days of a request by Indemnitee, any and all Expenses to Indemnitee (and Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which Indemnitee would be required toreimburse the Company under Section 2(c) of this Agreement, (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to Indemnitee allamounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Reviewing Party or a court ofcompetent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by Indemnitee. Nothing in this Section7 shall relieve the Company of any of its obligations underthis Agreement. All income earned on the assets held in the trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust, and shallindemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust. 

8. Non-Exclusivity. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may haveunder the Company’s Articles of Association or Bye-laws, applicable law, or otherwise. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification by agreement than would be affordedcurrently under the Company’s Articles of Association or Bye-laws, applicable law, or this Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. 

9. Liability Insurance. To the extent the Company maintains an insurance policy or policies providingdirectors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer. 

 
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10. Period of Limitations. No legal action shall be brought and nocause of action shall be asserted by or on behalf of the Company or any Affiliate of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors, or personal or legal representatives after the expiration of two years from the date ofaccrual of such cause of action, or such longer period as may be required by state of law under the circumstances. Any claim or cause of action of the Company or its Affiliate shall be extinguished and deemed released unless asserted by the timelyfiling of a legal action within such period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, the shorter period shall govern. 

11. Retroactivity. This Agreement shall be deemed to have been in effect during all periods that Indemnitee was anofficer or director of the Company, regardless of the date of this Agreement. 

12. Amendment of thisAgreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be binding unless in the form of awriting signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except asspecifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof. 

13. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute allpapers reasonably required and shall do everything that may be reasonably necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. 

14. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment inconnection with any claim made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, Articles of Association or Bye-laws, or otherwise) of the amounts otherwise indemnifiable hereunder. 

15. Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by theparties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs, andpersonal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all, substantially all, or a substantial part, of the business and/or assets ofthe Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such successionhad taken place. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity pertaining to an Indemnifiable Event even though he may have ceased toserve in such capacity at the time of any Proceeding. 

 
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16. Severability. If any provision (or portion thereof) of thisAgreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, theprovisions of this Agreement (including without limitation, each portion of this Agreement containing any provision held to be invalid, void, or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as togive effect to the intent manifested by the provision held invalid, void, or unenforceable. 

17. GoverningLaw and Language. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. This Agreement shall be executed in English and Chinese and both versions shall have the same legal effect. Inthe event of any discrepancy between the two versions, the English version shall prevail. 

18. ConsentJurisdiction. 

(a) The parties irrevocably agree that any United States Federal or State court in theBorough of Manhattan, The City of New York, State of New York are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that, accordingly, any legal action or proceedings arising out of or inconnection with this Agreement may be brought in such courts and the parties irrevocably submit to the jurisdiction of such courts. 

(b) Nothing in this Section shall limit the right of any party to take any legal action or proceedings arising out of or in connection with this Agreement in any other court of competent jurisdiction norshall the taking of Proceedings in one or more jurisdictions preclude any party from taking Proceedings in any other jurisdiction, whether concurrently or not. 

19. Notices. All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand againstreceipt, mailed postage prepaid by certified or registered mail with return receipt requested or sent by facsimile transmission with acknowledging transmission requested and received and addressed as follows: 

 
COMPANY:        
China Yuchai International Limited
   
16 Raffles Quay
   
#26-00 Hong Leong Building
   
Singapore 048581
   
Tel: +65 6322 6250
   
Fax: +65 6221 1172
   
ATTENTION: General Counsel
INDEMNITEE:   
Notice of change of address or facsimile number shall be effective only when given inaccordance with this Section. All notices complying with this Section shall be deemed to have been received on the earlier of the date of delivery or on the third business day after mailing. 

 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on andas of the day and year first above written. 

 

**CHINA YUCHAI INTERNATIONAL LIMITED**

By
   
Name:
 
Title :
   
Name:
 
Title :

**INDEMNITEE**
   
Name:
 
Title :

 
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