**Exhibit 4.11**
**Agreement**   Party A: Guanguxi Yuchai Machinery Company LimitedParty B: China Yuchai International Limited
     From July 18 to 19, 2003, a meeting in respect of certain matters betweenChina Yuchai International (hereinafter referred to as “Yuchai International”)and Guangxi Yuchai Machinery Company Limited (hereinafter referred to as“Guangxi Yuchai”) was held in the Conference Center of Yulin Municipality,Guangxi Zhuang Autonomous Region. Through consultations, the two parties havereached the following agreement:
 1. After this Agreement becomes effective, Guangxi Yuchai shallimmediately pay its foreign shareholders the distribution of dividendsfor 2001 and the interim distribution of dividends for 2002.  2. After this Agreement becomes effective, Guangxi Yuchai shallimmediately allow the financial personnel delegated by YuchaiInternational to return to their post at Guangxi Yuchai, and suchfinancial personnel shall then be replaced by financial personnelreporting to the Board of Directors of Yuchai International.  3. After this Agreement becomes effective, relevant parties shallimmediately cancel arbitration and litigation procedures against theother relevant parties.  4. The three above-mentioned matters shall occur simultaneously within7 business days beginning from the date when this Agreement becomeseffective.  5. Guangxi Yuchai shall immediately adopt an appropriate structure forcorporate management so as to make it conform to the requirements ofthe Law of China on Corporation and international practice.  6. Based on the actual situation, the two parties shall jointlypromote the following plan: (1) The rights and interests of YuchaiInternational in Guangxi Yuchai shall be assigned to a new companylisted in Hong Kong Stock Exchange or other international capital andstock market (the “New Company”) in accordance with laws andregulations. Shares of the New Company shall be held by the existingshareholders of Yuchai International in accordance with their equityproportions in Yuchai International, but without the arrangement ofgold shares (also referred to as “special shares”). The New Companyshall increase issuance of new shares not exceeding 30% of the totalequity at a fair price of the market. At the same time, the Board ofDirectors of the New Company shall consist of directors appointed bythe shareholders and international independent directors, of whichdirectors appointed by the shareholders shall be allocated inaccordance with their proportions of equity. If this plan is difficultto prepare and realize, other plans acceptable by the parties may bejointly prepared otherwise. Neither of the above-mentioned plans shallset up gold shares. Both aim at eliminating the actual control ofGuangxi Yuchai by the foreign
 

 

   party. (2) Hong Leong shall be responsible for the restructuring of theassets and capital of Yuchai International. The original shareholders ofYuchai International and Party A shall fully cooperate with Hong Leong.(3) The above (1) and (2) shall be mutually related and shall beconditions for each other.  7. Through the consent of both parties, an independent third partyappointed by the Chinese party shall handle matters in relation to thelisting of the New Company, and shall consistently support this work.  8. After this Agreement is reached, the parties shall further makejoint efforts and cooperate closely, so as to promote thecommunications between the parties, and to minimize misunderstandingsthat may occur in the future. After matters under the above (1), (2)and (3) are completed, the two parties shall immediately make a publicannouncement jointly, announcing that relevant matters have beenresolved appropriately.  9. This Agreement is signed in Yulin Municipality, Guangxi, on July19, 2003, and it shall become effective from the date when YuchaiInternational signs and delivers to Guangxi Yuchai the letter inrespect of the principle reached between the two parties when thisAgreement is signed (attached please find the form of the letter). Thecontents of the letter include: (1) Yuchai International commits todistribute 90% of the above-mentioned distributed dividends to theshareholders of Yuchai International within one month after it receivesthe distributed dividends as stated in the above Article 1; (2) YuchaiInternational recommends 7 directors to Guangxi Yuchai.
     This Agreement is reached in the Conference Center of Yulin Municipality,Guangxi Zhuang Autonomous Region.
   Party A