First Tractor Company Limited — Proxy Solicitation & Information Statement 2000

Jul 24, 2000

First Tractor Company Limited

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICES IS HEREBY GIVEN that the board of directors (the “Board”) of First Tractor Company Limited (the “Company”) has resolved that an extraordinary general meeting (the “AGM”) be held at No. 154, Jianshe Road, Luoyang, Henan Province, the People’s Republic of China on 12th September 2000 at 9:00 a.m. for the purpose of considering, if thought fit, to pass the following resolutions as ordinary resolutions:-

1. To accept the resignation of Mr. Yin Jia Xi, Mr. Luo Ting Zan, Mr. Wang Hong, Mr. Xing De Yu, Mr. Zhu Shi Cen, Mr. Shang Zhen, Mr. Liu Da Gong and Mr. Liu A Nan from the Second Board of Directors of the Company as from the date of passing this resolution;

2. To elect new executive directors to the Second Board of Directors of the Company for a term commencing from the date of passing this resolution to the expiry of the term of office of the Second Board of Directors of the Company;

3. To elect new independent non-executive directors to the Second Board of Directors of the Company for a term commencing from the date of passing this resolution to the expiry of the term of office of the Second Board of Directors of the Company;

4. To accept the resignation of Mr. Liu Bing Zhao and Mr. Cheng Kui Rong from the position of Supervisor from Shareholders in the Second Supervisory Board of the Company as from the date of passing this resolution;

5. To elect the new Supervisors from shareholders of the Second Supervisory Committee of the Company for a term commencing from the date of passing this resolution to the expiry of the term of office of the Second Supervisory Committee of the Company.

By Order of the Board

Jiang Guo Liang

Company Secretary

Luoyang, the People’s Republic of China

21st July, 2000

Notes:

1. Holders of the Company’s shares (“Shareholders”) who, at the close of trading in the afternoon on 11th August 2000, are registered on the Register of Members of the Company as Shareholders shall have the right to attend the EGM. In order to determine the list of Shareholders who are entitled to attend the EGM, the Company’s Register of Members will be closed from 14th August 2000 to 12th September 2000, both dates inclusive.

2. Shareholders who intend to attend the EGM are asked to send the completed and signed reply slip for attendance with the Secretarial Office of the Board or the Company’s Registrars, HKSCC Registrars Limited, at 2/F., Vickwood Plaza, 199 Des Voeux Road Central, Hong Kong on or before 23rd August 2000 by hand, by post or by fascimile. The written reply will not affect the Shareholders’ rights to attend and vote at the EGM as mentioned in Note 1 above.

3. Each Shareholder having the right to attend and vote at the EGM may appoint one or more proxies (whether a Shareholder or not) to attend and vote on his behalf. Should more than one proxy be appointed by one Shareholder, such proxies shall only exercise their voting rights on a poll. Each Shareholder (or his proxy) shall be entitled to one vote for each share held.

4. Shareholders could appoint a proxy in writing (i.e., by using the proxy form, or a copy thereof, enclosed in the circular to be despatched to Shareholders, (the “Proxy Form”)). The Proxy Form shall be signed by the person appointing the proxy or an attorney authorised by such person. If the Proxy Form is signed by an attorney, the power of attorney or other documents of authorisation shall be notarially certified, if the person appointing the proxy is a company, then the Proxy Form shall be under seal or be signed by its director or a duly authorised attorney. To be valid, the Proxy Form and notarially certified power of attorney or other documents of authorisation must be delivered either to the Secretarial Office of the Board or with the Company’s Registrars, HKSCC Registrars Limited, 2/F., Vickwood Plaza, 199 Des Voeux Road Central, Hong Kong, not less than 24 hours before the time appointed for the holding of the EGM.

5. Shareholders or their proxies shall present proofs of their identity upon attending the meeting. Should a proxy be appointed, the proxy shall also present the Proxy Form.