First Tractor Company Limited

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountants or other professional adviser.

If you have sold or transferred all your shares in First Tractor Company Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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

(Stock Code: 0038)

CONTINUING CONNECTED TRANSACTIONS, NON-COMPLIANCE WITH THE LISTING RULES, PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RESIGNATION AND APPOINTMENT OF DIRECTORS

Independent financial adviser to the Independent Board Committee and the Independent Shareholders of First Tractor Company Limited in respect of the Continuing Connected Transactions

South China Capital Limited

A letter from the Board of First Tractor Company Limited is set out on pages 1 to 18 of this circular.

A letter from the Independent Board Committee of First Tractor Company Limited is set out on page 19 of this circular.

A letter from South China Capital Limited containing its recommendations to the Independent Board Committee and the Independent Shareholders of First Tractor Company Limited is set out on pages 20 to 31 of this circular.

A notice convening an extraordinary general meeting (“EGM”) of First Tractor Company Limited to be held at 9:00 a.m. on Thursday, 28 October 2004 at No. 154 Jianshe Road, Luoyang, Henan Province, the People’s Republic of China is set out on pages 39 to 42 of this circular.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions contained therein and deposit the same with the Company’s registrar, Hong Kong Registrars Limited, situated at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 24 hours before the time scheduled for holding such meeting (or any adjourned meeting thereof). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment if you so desire.

9 September 2004

	Pages
Definitions..................................................................................................................................................	i
Letter from the Board
Background......................................................................................................................................	1
Circumstances leading to the non-compliance of the Listing Rules ...........................................	2
Summary of financial figures of the Continuing Connected Transactions .................................	4
Remedial measures to be taken......................................................................................................	4
Particulars of Yituo Supply Agreements .......................................................................................	6
Particulars of Import and Export Agency Agreement ..................................................................	7
Particulars of First Tractor Supply Agreement .............................................................................	8
Basis of the relevant cap amounts .................................................................................................	9
Reasons for the Continuing Connected Transactions...................................................................	12
Circumstances and proposed remedial actions if resolutions are
not approved by the Shareholders..................................................................................................	13
Relationships between the parties..................................................................................................	14
Proposed amendments to the Articles of Association ..................................................................	15
Resignation and appointment of Directors....................................................................................	17
EGM .................................................................................................................................................	17
Opinion of the Independent Board Committee .............................................................................	18
Procedures for demanding a poll ...................................................................................................	18
Additional Information ...................................................................................................................	18
Letter from the Independent Board Committee.................................................................................	19
Letter from South China Capital ..........................................................................................................	20
Appendix I — Details of the proposed Directors................................................................................	32
Appendix II — General Information....................................................................................................	34
Notice of Extraordinary General Meeting...........................................................................................	39

— i —

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings: -

“associates” has the same meaning ascribed to it under the Listing Rules “Articles of Association” the articles of association of the Company in the effect from time to time “Board” the board of Directors “China Yituo” China Yituo Group Corporation Limited（中國一拖集團有限公司）, a PRC company with limited liability, the controlling shareholder and holding company of the Company, holding approximately 57.32% of the equity interests of the Company
“China Yituo Group” China Yituo and its subsidiaries/controlled companies or entities (for the purpose of this circular excluding the Group)
“Company” First Tractor Company Limited（第一拖拉機股份有限公司）, a joint stock limited company incorporated under the PRC Company Law
“Company Law” the Company Law of the PRC (中華人民共和國公司法), as enacted by the Standing Committee of the Eighth National People’s Congress (全國人民代表大會) on 29 December 1993 and came into force on 1 July 1994, as amended, supplemented or otherwise modified from time to time
“Composite Services composite services agreement dated 19 August 2004 entered into between Agreement” China Yituo, on behalf of China Yituo Group, as supplier or supplying agent and the Company, on behalf of the Group, as purchaser
“Continuing Connected the transactions contemplated under the Yituo Supply Agreements, the Transactions” Import and Export Agency Agreement and the First Tractor Supply Agreement (as the context may require)
“Corporate Substantial notice to be used by a corporation disclosing a notifiable interest in a Shareholder Notice” Hong Kong listed corporation under s342 of Part XV of the SFO
“Director(s)” director(s) of the Company

— ii —

DEFINITIONS

“EGM”	an extraordinary general meeting of the Company to be convened to
	approve,inter alia, the Yituo Supply Agreements, the Import and Export
	Agency Agreement, the First Tractor Supply Agreement and the
	transactions contemplated thereunder, the proposed amendments to the
	Articles of Association and the resignation and appointment of Directors
“Energy Supply Services	energy supply services agreement dated 19 August 2004 entered into
Agreement”	between China Yituo, on behalf of China Yituo Group, as supplier or
	supplying agent and the Company, on behalf of the Group, as purchaser
“Existing Waiver”	the waiver granted to the Company by the Stock Exchange on 14
	September 2001 from strict compliance of the Listing Rules in respect of
	the continuing connected transactions contemplated under the Original
	Agreements
“First Tractor Supply	materials supply agreement dated 19 August 2004 entered into between
Agreement”	the Company, on behalf of the Group, as supplier or supplying agent and
	China Yituo, on behalf of China Yituo Group, as purchaser
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“H Shares”	overseas listed foreign shares in the ordinary share capital of the
	Company, with a nominal value of RMB1.00 each, which are listed on the
	Stock Exchange, and subscribed for and traded in Hong Kong dollars
“Import and Export	import and export agency agreement dated 19 August 2004 entered
Agency Agreement”	between the Company and YIET as import and/or export agent
“Independent Board	an independent committee of the Board comprising the independent
Committee”	non-executive Directors, namely Mr. Lu Zhong Min, Mr. Tao Xiang, Mr.
	Chen Zhi and Mr. Chan Sau Shan, Gary
“Independent	Shareholders other than China Yituo and its associates
Shareholders”
“Latest Practicable Date”	8 September, 2004, being the latest practicable date prior to the printing of
	this circular for ascertaining information contained herein

— iii —

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange (as
	amended from time to time)
“Materials Supply Agreement”	materials supply agreement dated 19 August 2004 entered into between
	China Yituo, on behalf of China Yituo Group, as supplier or supplying
	agent and the Company, on behalf of the Group, as purchaser
“New Caps”	the relevant proposed cap amounts for the three years ending 31 December
	2006 under each of Yituo Supply Agreements, Import and Export Agency
	Agreement and First Tractor Supply Agreement as set out in this circular
“Original Agreements”	means the long-term supply agreements entered into by the Group with
	China Yituo Group on 6 June 1997 and 21 September 1998, respectively
“PRC”	the People’s Republic of China
“RMB” or “Renminbi”	Renminbi, the lawful currency of the PRC
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the laws of Hong
	Kong) (as amended from time to time)
“Share(s)”	state-owned legal person shares and H Shares
“Shareholder(s)”	holder(s) of Shares
“South China Capital”	South China Capital Limited, the independent financial adviser to the
	Independent Board Committee and the Independent Shareholders and a
	deemed licenced corporation under the SFO
“State Price”	mandatory prices in respect of welfare and supporting services, raw
	materials and components, and utilities set by the central government of
	the PRC
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“YIET”	Yituo International Economic and Trade Company Limited (一拖國際經
	濟貿易有限公司), a wholly-owned subsidiary of China Yituo
“Yituo Supply	Composite Services Agreement, Materials Supply Agreement and Energy
Agreements”	Supply Services Agreement all dated 19 August 2004 entered into between
	China Yituo, on behalf of China Yituo Group, as supplier or supplying
	agent and the Company, on behalf of the Group, as purchaser

— iv —

LETTER FROM THE BOARD

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(Stock Code: 0038)

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

Board of Directors:

LIU Da Gong (Chairman) DONG Yong An LIU Wen Ying SHAO Hai Chen ZHAO Yan Shui LI Teng Jiao ZHANG Jing HUANG Yan Zhao LIU Shuang Cheng YAN Lin Jiao LU Zhong Min TAO Xiang CHAN Sau Shan, Gary CHEN Zhi

Registered and principal office: No. 154 Jianshe Road Luoyang Henan Province The PRC

* Independent non-executive Director

9 September 2004

To the Shareholders

CONTINUING CONNECTED TRANSACTIONS, NON-COMPLIANCE WITH THE LISTING RULES, PROPOSED AMENDMENTS TO THE ARTICLES OF

ASSOCIATION AND RESIGNATION AND APPOINTMENT OF DIRECTORS

BACKGROUND

The Group previously entered into the Original Agreements, which included seven original long-term supply agreements on 6 June 1997 and one long-term supply agreement on 21 September 1998 with China Yituo Group. The Original Agreements, five of which first expired on 7 May 2001, two of which first expired on 7 May 2002 and one of which first expired on 8 October 2002, had then been renewed/amended since their first expiry dates and were all expired on 7 May 2004.

— 1 —

LETTER FROM THE BOARD

The Existing Waiver was granted to the Company by the Stock Exchange on 14 September 2001 in respect of the continuing connected transactions contemplated under the Original Agreements and it expired on 7 May 2004.

The purpose of this circular is to provide you with information relating to the proposed amendments to the Articles of Association, details of the Yituo Supply Agreements, the Import and Export Agency Agreement, the First Tractor Supply Agreement and the New Caps in relation to the Continuing Connected Transactions, to set out the letter of advice from South China Capital to the Independent Board Committee and the Independent Shareholders, the recommendation of the Independent Board Committee in respect of the Continuing Connected Transactions, and the resignation and appointment of Directors and to give notice of the EGM to be convened (at which China Yituo together with its associates (as defined in the Listing Rules) with interest in the Continuing Connected Transactions who control or are entitled to exercise control over the voting right in respect of their Shares will abstain from voting) for the Independent Shareholders to approve the amendments to the Articles of Association, the Yituo Supply Agreements, the Import and Export Agency Agreement, the First Tractor Supply Agreement and the New Caps in relation to the Continuing Connected Transactions and the resignation and appointment of Directors. As at the Latest Practicable Date, China Yituo together with its associates (as defined in the Listing Rules) do not have any voting trust or other agreement or arrangement or understanding (other than an outright sale) entered into by or binding upon any of them and they do not have any obligation or entitlement as at the Latest Practicable Date, whereby China Yituo together with its associates (as defined in the Listing Rules) may have temporarily or permanently passed control over the exercise of the voting right in respect of their Shares in the Company to a third party. The voting will be taken by poll.

CIRCUMSTANCES LEADING TO THE NON-COMPLIANCE OF THE LISTING RULES

Although the Original Agreements expired on 7 May 2004, there have been Continuing Connected Transactions contemplated under the Original Agreements after the expiry of the Existing Waiver. As the Listing Rules were amended on 31 January 2004 and became effective on 31 March 2004, the Company did not fully apprehend the amended Listing Rules regarding the Continuing Connected Transactions and therefore it did not timely comply with the reporting, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules and therefore the continuation of the Continuing Connected Transactions after the expiry of the Existing Waiver and prior to the seeking of the approval from the Independent Shareholders has resulted in non-compliance with the Listing Rules.

Nevertheless, the Directors considered continuing the Continuing Connected Transactions subsequent to the above date as necessary after due consideration of the following reasons:

— 2 —

LETTER FROM THE BOARD

(1) it would be impracticable to terminate all the transactions contemplated under the Original Agreements due to their ongoing nature (for instances, the provision of the raw materials or spare parts and components by China Yituo Group to the Group for the latter’s production of agricultural machinery and construction machinery under the Materials Supply Agreement, the provision of energy by China Yituo Group to the Group under the Energy Supply Services Agreement and the provision of spare parts and components by the Group to China Yituo Group under First Tractor Supply Agreement for the latter’s production of vehicle products, diesel engines products, agricultural construction machineries, and fuel pump and fuel adaptor nozzle etc.); and
(2) the above transactions which are critical to the operation of the Company, in particular, the production of products, if terminated, would directly affect the usual and ordinary course of business of the Company and China Yituo, hence, the termination of such transactions would have an adverse effect to the operation of the Company and China Yituo.

Having taken the above factors into account, the Directors consider that the continuation of the Continuing Connected Transactions is in the interest of the Company and its Shareholders as a whole. Nevertheless, in order to avoid non-compliance with the relevant Listing Rules, the Company has proposed remedial actions to prevent recurrence of the above incident, details of which are disclosed in the section “Remedial measures to be taken”.

The Stock Exchange has indicated that it reserves its rights to take appropriate action against the Company and/or its Directors as a result of such non-compliance of the Listing Rules.

— 3 —

LETTER FROM THE BOARD

SUMMARY OF FINANCIAL FIGURES OF THE CONTINUING CONNECTED TRANSACTIONS

The unaudited amount of the Continuing Connected Transactions transacted under the Yituo Supply Agreements, the Import and Export Agency Agreement and the First Tractor Supply Agreement during the period from 8 May 2004 to 31 July 2004, the relevant amount transacted for the year ended 2003 and the New Caps for the above agreements for the three years ending 31 December 2006 are summarized as follows:

Amount of

		Amount of	Amount of
		Continuing Connected
		Transactions	transacted		New Caps
		the unaudited	for the year
	amount transacted		ended
	from 8 May 2004		31 December	For the year ending 31		December
	to 31 July 2004		2003	2004	2005	2006
		RMB’ million	RMB’ million	RMB’ million	RMB’ million	RMB’ million
Yituo Supply Agreements:
Composite Services
Agreement		9.0	23.1	68.0	80.0	96.0
Materials Supply
Agreement		106.6	288.0	989.0	1,150.0	1,380.0
Energy Supply Services
Agreement		25.8	105.2	301.0	350.0	420.0
Import and Export
Agency Agreement		0	0	3.87	4.5	5.4
First Tractor Supply
Agreement		66.0	185.5	503.0	585.0	702.0

REMEDIAL MEASURES TO BE TAKEN

In June 2004, the Company appointed financial advisers for these particular Continuing Connected Transactions to ensure proper compliance with the Listing Rules due to the complexity of the Listing Rules and the Continuing Connected Transactions. During June and July 2004, the Company continued to respond to queries from its advisers regarding the financial details to derive proper cap amounts.

— 4 —

LETTER FROM THE BOARD

As stated in the sub-section “Circumstances leading to the non-compliance of the Listing Rules” in this section, although the Original Agreements expired on 7 May 2004, there have been Continuing Connected Transactions comtemplated under the Original Agreements after the expiry of the Existing Waiver. The Company did not timely comply with the reporting, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules and therefore the continuation of the Continuing Connected Transactions after the expiry of the Existing Waiver and prior to the seeking of the Independent Shareholders’ approval has resulted in non-compliance with the Listing Rules.

In order to avoid recurrence of non-compliance with the Listing Rules mentioned above and to strengthen its internal control of the Company, the Group proposes to take the following remedial measures:

to produce monthly financial reports on all the continuing connected transactions of the Group by Mr. Yao Wei Dong (姚衛東先生 ), supervisor of the Finance Department of the Company;
to submit the reports mentioned in (1) above to the company secretary department for its monthly review to ensure those continuing connected transactions comply with the relevant Listing Rules and the company secretary, Mr. Zhang Guo Long (張國龍先生 ), will prepare an analyzed report of the above regarding the execution of the above continuing connected transactions to the audit committee of the Company and the Directors for their further review and to take appropriate actions after their review. If there is any non-compliance identified, the Directors and audit committee of the Company will take appropriate remedial actions to rectify the relevant transactions;
to become more alert to any amendments to the Listing Rules from time to time by editing their internal handbook relating to the Listing Rules by Ms. Law Ji Yu (羅積豫小姐 ), an administrative officer of the company secretary department, when there are any amendments to the Listing Rules. Similar to the previous mechanism which was in the form of a monthly newsletter issued to the Directors and the senior management of the Company, containing, amongst others, the news about the amended Listing Rules and provided a link to the website of the Company showing the amended Listing Rules in details, the updated internal handbook will be reviewed by Mr. Zhang Guo Long (張國龍先生 ), the company secretary, to ensure due compliance with the amended Listing Rules and the handbook will be provided to the Directors, the management and audit committee of the Company and to ensure implications of the Listing Rules are well understood by them; training or advise in relation to the Listing Rules will be conducted by the company secretary and/or in-house lawyer of the Company in a timely manner whenever there are amendments to the Listing Rules;
in addition to the internal handbook which has already been in place mentioned in (3) above, professional advisers from Hong Kong will be appointed to provide training to the Directors, senior management and the staff of the Finance Department as and when necessary in relation to any further amendments to the Listing Rules in the future or any circumstances leading to the Company to seek for timely advice on the interpretation of the Listing Rules;

— 5 —

LETTER FROM THE BOARD

to appoint a qualified accountant to be a member of the senior management of the Company to oversee the Group’s financial reporting procedures and internal controls and compliance with the requirements under the Listing Rules with regard to financial reporting and other accounting-related issues; and
to start the preparation for renewing any agreements and their relevant cap amounts four months in advance of the proposed end of the contractual period of the agreements, being 31 December 2006 and to timely comply with the reporting, announcement and Independent Shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules.

The Company will also conform its existing management and internal controls to ensure the proposed cap amounts will not be exceeded as in the past or comply with the Listing Rules if circumstances change in the future.

PARTICULARS OF YITUO SUPPLY AGREEMENTS

Date

19 August 2004

Period

8 May 2004 to 31 December 2006

Parties

(1) China Yituo, on behalf of China Yituo Group, as supplier or supplying agent; and
(2) The Company, on behalf of the Group, as purchaser.

Goods and Services to be provided/rendered

Composite Services Agreement

certain welfare and other services, including but not limited to landscaping, cleaning services, fire prevention services, security services, recreational services and facilities, storage services, road and transport services, education services to staff’s children, administrative services for retired employees, legal consultancy services, internal auditing services, advertising services, quality assurance services, public relations services, re-employment and social insurance services and ability assessment services etc.

— 6 —

LETTER FROM THE BOARD

Materials Supply Agreement

raw materials or spare parts and components for the production of agricultural machinery like tractors and harvestors, construction machinery like road rollers and hydraulic excavators

Energy Supply Services Agreement energy, including electricity, gas, oxygen, water, heat, compressed air, acetylene and steam

Price

With respect to the Composite Services Agreement, the Materials Supply Agreement and the Energy Supply Services Agreement, pricing in respect of the subject matter (as the context shall require) contemplated under the relevant agreement is determined by reference to the State Price or if there is no applicable State Price for any such service, the price shall be the market price or the agreed price shall not exceed the price charged in the immediate preceding year increased by a percentage not exceeding a percentage equal to the percentage increase in the consumer price index for Luoyang (which is the official measurement of inflation in Luoyang) for the immediately preceding year announced by the Statistics Bureau of Luoyang, whichever is lower. The market price shall be determined by the parties to the above-mentioned agreements after arm’s length negotiation between them and the principal factors to be taken into account in deciding the market price will be the price of similar or same kind of services/utilities/materials provided by third parties who are in, or in the immediate vicinity of, Luoyang.

Conditions

Approval by the Independent Shareholders at the EGM as required by the Listing Rules

PARTICULARS OF IMPORT AND EXPORT AGENCY AGREEMENT

Date

19 August 2004

Period

8 May 2004 to 31 December 2006

Parties

(1) YIET as import and/or export agent; and
(2) the Company.

— 7 —

LETTER FROM THE BOARD

Services to be rendered

YIET to act as import and export services agent for the Group to: (i) export the Group’s products; or (ii) import the goods, including raw materials or spare parts and fittings, which are required by the Group for the production of the Group’s products.

Price

The administrative fee is agreed under negotiation between the Group and YIET on a case by case basis and the maximum amount will be 2% of the invoiced value of the goods imported and exported. Such administrative fee charged by YIET to the Group is no less favorable than the rate YIET charges on the independent third parties and it has been the same rate charged by YIET to the Group since the Import and Export Agency Agreement had been entered into on 6 June 1997.

Conditions

Approval by the Independent Shareholders at the EGM as required by the Listing Rules

PARTICULARS OF FIRST TRACTOR SUPPLY AGREEMENT

Date

19 August 2004

Period

8 May 2004 to 31 December 2006

Parties

(1) The Company, on behalf of the Group, as supplier or supply agent; and
(2) China Yituo, on behalf of China Yituo Group, as purchaser.

Goods to be provided/rendered

Spare parts and components for the production of vehicle products, diesel engines products, agricultural construction machineries, and fuel pumps and fuel adaptor nozzles etc.

— 8 —

LETTER FROM THE BOARD

Price

By reference to the State Price or if there is no applicable State Price for any such service, the price shall be the market price or the agreed price shall not exceed the price charged in the immediate preceding year increased by a percentage not exceeding a percentage equal to the percentage increase in the consumer price index for Luoyang (which is the official measurement of inflation in Luoyang) for the immediately preceding year announced by the Statistics Bureau of Luoyang, whichever is lower. The market price shall be determined by the parties to the above-mentioned agreement after arm’s length negotiation between them and the principal factors to be taken into account in deciding the market price will be the price on similar of same kind of services/utilities/materials provided by third parties who are in, or in the immediate vicinity of, Luoyang.

Conditions

Approval by the Independent Shareholders at the EGM as required by the Listing Rules

BASIS OF THE RELEVANT CAP AMOUNTS

The following table summarizes the turnover of the Group and the utilized cap amounts for the Continuing Connected Transactions transacted under the Yituo Supply Agreements, the Import and Export Agency Agreement and the First Tractor Supply Agreement respectively for the three years ended 31 December 2003:

2003:
				Turnover of the Group
			For	the year ended	31 December
		2001		2002		2003
	RMB’ million			RMB’ million		RMB’	million
	1,863.82			2,300.22		3,277.29
				Transactions	amount
			For	the year ended	31 December
		2001		2002		2003
	RMB’		% of	RMB’	% of	RMB’	% of
	million	turnover		million turnover		million	turnover
Yituo Supply Agreements:
Composite Services Agreement	39.06		2.1%	21.86	0.9%	23.11	0.8%
Materials Supply Agreement	132.72		7.1%	139.06	6.0%	287.99	8.8%
Energy Supply Services
Agreement	53.28		2.9%	73.59	3.2%	105.15	3.2%
Import and Export Agency
Agreement	0.99	0.05%		0.75	0.03%	0	0%
First Tractor Supply Agreement	100.24		5.4%	87.14	3.8%	185.50	5.7%

— 9 —

LETTER FROM THE BOARD

A. Yituo Supply Agreements:

Composite Services Agreement

The cap amount for the Composite Services Agreement is derived based on not exceeding 1.6% of the estimated consolidated turnover of the Group for the three years ending 31 December 2004, 2005 and 2006 respectively. The estimated consolidated turnover of the Group is derived based on the future growth and development of the Group as accords to the current and prospective industry development, market share in the agricultural and construction machinery businesses, production capacity and the business strategy of the Group. The cap amount, being set at 1.6% of the estimated consolidated turnover, is based on 1) the historical transactions in the last three years (2001: RMB39.06 million, 2002: RMB21.86 million, 2003: RMB23.11 million), which on average amounted to 1.25% of the consolidated turnover of the Group; 2) the difference in the provision of composite services, such as the cancellation of the following services: dinning facilities, bathroom facilities, medical and health related services, vocational training, building maintenance, dormitories for employees and the introduction of some new services such as legal consulting, internal auditing, road and transport services and reception services and the increase in delivery services to be provided for the Group in the future as compared to those in the past due to the growth in the production and sales in the future and the group reorganization and the adoption of a centralized bulk purchase of services policy. In particular, the increment of 0.35% was attributed from a) the anticipation of a substantial increase in the amount of delivery services due to reason mentioned in 2) and b) reorganization and an anticipated expansion of the Group such as the establishment of new subsidiaries during 2004 to 2006 which will increase the demand of composite services from China Yituo Group.

Materials Supply Agreement

The cap amount for the Materials Supply Agreement is derived based on not exceeding 23% of the estimated consolidated turnover of the Group for the three years ending 31 December 2004, 2005 and 2006 respectively. The estimated consolidated turnover of the Group is derived based on the future growth and development of the Group as accords to the current and prospective industry development, market share in the agricultural and construction machinery businesses, production capacity and the business strategy of the Group. The cap amount, being set at 23% of the estimated consolidated turnover, is based on 1) the historical transactions in the last three years (2001: RMB132.72 million, 2002: RMB139.06 million, 2003: RMB287.99 million), which on average amounted to 7.3% of the consolidated turnover of the Group; 2) the increment of 15.7% was attributed from a) the newly adopted purchasing strategy of the Group which aims at centralising the purchase of materials through China Yituo Group in order to minimise the cost by bulk purchasing and to conduct materials purchase through China Yituo Group rather than third parties if available from China Yituo Group; b) reorganization and anticipated expansion of the Group through internal organic growth which will increase the materials purchase through China Yituo Group; and c) modification of the product structure which includes the introduction of modified models and new series of products which therefore derive the amount of materials needed.

— 10 —

LETTER FROM THE BOARD

Energy Supply Services Agreement

The cap amount for the Energy Supply Services Agreement is derived based on not exceeding 7% of the estimated consolidated turnover of the Group for the three years ending 31 December 2004, 2005 and 2006 respectively. The estimated consolidated turnover of the Group is derived based on the future growth and development of the Group as accords to the current and prospective industry development, market share in the agricultural and construction machinery businesses, production capacity and the business strategy of the Group. The cap amount, being set at 7% of the estimated consolidated turnover of the Group, is based on 1) the historical transactions in the last three years (2001: RMB53.28 million, 2002: RMB73.59 million, 2003: RMB105.15 million), which on average amounted to 3.1% of the consolidated turnover of the Group; 2) the increment of 3.9% was attributable from a) the anticipated increase in energy price in the next three years due to energy shortage in the PRC, in particular, an increase in the average basic unit price of electricity by 33.33% was recorded for the interim period ended 30 June 2004 when compared to the respective period in 2003 in Luoyang (based on the information obtained from the “Notice Regarding the Adjustment of the Price of Electricity for the Whole Province issued by Henan Province Development and Reform Commission” （河南省發展和改革委員會關於調整全省電價的通知） on 12 June 2004); b) the anticipated expansion and reorganisation of the Group such as the establishment of new subsidiaries from 2004 to 2006 which will increase the demand of energy supply from China Yituo Group; c) the anticipated change in weighting of different types of products as the revenue stream for the Group in the future as compared to the past as the change will alter the demand of energy as each type of product has different level of demand in energy supply. In particular, the Group anticipated a substantial growth in engineering products in the future and engineering products has recorded continuous growth in demand of energy supply from year 2002 to now; and d) the anticipated change in the structure of production, in particular, some process such as purchasing parts from other parties in the past will become self production by the Group in the future in order to improve the quality of products and lower cost.

B. Import and Export Agency Agreement:

The cap amount for the Import and Export Agency Agreement is derived based on not exceeding 0.09% of the estimated consolidated turnover of the Group for the three years ending 31 December 2004, 2005 and 2006 respectively. The estimated consolidated turnover of the Group is derived based on the future growth and development of the Group as accords to the current and prospective industry development, market share in the agricultural and construction machinery business, production capacity and the business strategy of the Group. The cap amount, being set at 0.09% of the estimated consolidated turnover of the Group, is based on 1) the unaudited actual import and export amount of the Group during the first five months in 2004, i.e. RMB79.11 million; 2) the anticipated import and export amount for the year ending 31 December 2004 based on 1) above and the anticipated import and export ratio of about 4.4% based on the anticipated total turnover of the Group for the year ending 31 December 2004; and 3) the administrative fee of such import and export services to be supported through China Yituo Group which is on a case by case basis, essentially depends on the volume of transaction, and the maximum amount will be 2% of the invoiced value of the goods imported and exported.

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LETTER FROM THE BOARD

The import and export of goods concerns mainly agricultural products which are in a mature business cycle and the Group do not anticipate the growth rate of the agricultural products as comparable to other products e.g. engineering products. The increases in cap amount in the Import and Export Agency Agreement is not similar to that of other agreements since the anticipated increases in demand of raw materials attributable to various reasons including the adoption of purchasing strategy which aims at centralization of purchasing materials and reorganization of the Group and these reasons are not directly related to the import and export amount of the finished goods of the Group.

C. First Tractor Supply Agreement:

The cap amount for the First Tractor Supply Agreement is derived based on not exceeding 11.7% of the estimated consolidated turnover of the Group for the three years ending 31 December 2004, 2005 and 2006 respectively. The estimated consolidated turnover of the Group is derived based on the future growth and development of the Group as accords to the current and prospective industry development, market share in the agricultural and construction machinery businesses, production capacity and the business strategy of the Group. The cap amount, being set at 11.7% of the estimated consolidated turnover, is based on 1) the historical transactions in the last three years (2001: RMB100.24 million, 2002: RMB87.14 million, 2003: RMB185.50 million), which on average amounted to 5% of the consolidated turnover of the Group; 2) the increment of 6.7% was attributed from a) the newly adopted purchasing strategy of China Yituo Group which aims at centralising the purchase of materials through the Group in order to minimise cost by bulk purchasing and to purchase materials through the Group rather than third parties if available from the Group; b) reorganisation and an anticipated expansion of the Group such as the establishment of the new subsidiaries during 2004 to 2006 which will increase the materials purchase through the Group; and c) the anticipated growth in turnover of China Yituo Group.

REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS

The Group is principally engaged in the production and sale of agricultural tractors and machinery, road rollers, road construction machinery and harvesting machinery and non-banking financial operations. The major raw materials, parts and components required by the Group include metallurgical products such as steel, pig iron, waste steel, coke, and mechanical and other components such as engines and tyres. Certain raw materials and components used by the Group and all of the energy used for the Group’s production are supplied by China Yituo Group. China Yituo Group also provides the Group composite services such as storage services and delivery services, etc. YIET acts as the Group’s import and export agent for the distribut of the Group’s products overseas and procurement of raw materials for the Group outside the PRC.

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LETTER FROM THE BOARD

China Yituo Group is principally engaged in the production of motive power machineries, vehicles products, engineering products etc.

The Yituo Supply Agreements, the Import and Export Agency Agreement and the First Tractor Supply Agreement, with revised terms and structure from the Original Agreements, have been entered into by the Group with a view to replace the Original Agreements and to ensure the continuity of such services for the smooth operation of the Group and China Yituo Group. The Original Agreements regarding the provision of raw materials, parts, components, welfare and supporting services, energy supply and import and export agency services, which were required for the Company to carry out ordinary course of business and/or facilitate the Group’s business development, were entered into by the Company or the Company’s subsidiaries on an individual basis. As the Group has been expanding and reorganization has been performed since last year and the Group anticipates expansion or establishment of new subsidiaries in the future, in order to avoid complexity, the Yituo Supply Agreements, the Import and Export Agency Agreement and the First Tractor Supply Agreement are now entered into on a group basis. The Directors are of the view that the Yituo Supply Agreements, the Import and Export Agency Agreement and the First Tractor Supply Agreement have been entered into in the ordinary course of business of the Group, on normal commercial terms and on terms which are fair and reasonable to and are in the best interest of the Company and its Shareholders taken as a whole having regard to the circumstances in which the above agreements were entered into.

CIRCUMSTANCES AND PROPOSED REMEDIAL ACTIONS IF RESOLUTIONS ARE NOT APPROVED BY THE SHAREHOLDERS

If the Shareholders vote against the resolutions, the operations of the Group will be seriously affected and the Group will have to terminate its operation or to spend enormous effort to rebuild its energy supply network or to seek alternative material suppliers as its remedial actions in which there are currently no such material suppliers available for most of the special features materials of the Company. The turnover of the Group will therefore be seriously affected. As stated in the section “Reliance on China First Tractor” in the “Risk Factors” section in the prospectus of the Company dated 11 June 1997, the Company relies on China Yituo Group for, inter alia, the procurement of certain parts and components that are used in the manufacture of tractors. The Directors believe that these certain parts and components cannot be readily obtained from any other manufacturers as the Company is essentially the only manufacturer of some particular products in the PRC or cannot be readily obtained from any others manufacturers given similar or even lower cost. Accordingly, there is little or no demand from other enterprises for such parts and components. By entering into the Materials Supply Agreement with China Yituo Group, the Company can minimize the risk of material interruption to the production of its products.

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LETTER FROM THE BOARD

As for the energy supply, the Company has its energy supply network connected to China Yituo Group, therefore, if the Shareholders vote against the resolutions, it will be necessary for the Group to rebuild all its networking if the Company outsource to other independent third parties as its remedial action.

Additionally, composite services such as delivery and storage are the major services that can only be currently provided by China Yituo Group due to the nature and capacities of the delivery facilities possessed by China Yituo Group to handle large-sized products of the Company and the nature, locations and capacities of the storage facilities to store large-sized products of the Company. Therefore, if the Shareholders vote against the resolutions, the operation of the Company will be affected and the Company can only seek for independent third parties to provide such services as its remedial action but the Directors believe that such services provided by independent third parties will be at a higher cost and not as convenient as the location of the existing storage facilities is close to the Group whereas other service providers may not have storage facilities which are as close to the Group as those could be supplied by China Yituo Group and may not have such large capacity of storage.

Furthermore, regarding the import and export services provided by YIET, the Directors believe that YIET can provide better tailored services for the Group as YIET is closely connected with the potential customers of the Company as well as their experience and expertise in the agricultural machinery industry and competitive pricing which is under normal commercial terms is offered by YIET. YIET has built up longterm relationship with the Group by providing the import and export services to the Group since June 1997. If the Shareholders vote against the resolutions, the Group will have to seek for independent third parties’ agent for such services, which are available in the market but at a higher cost to the Group.

RELATIONSHIPS BETWEEN THE PARTIES

China Yituo beneficially owns approximately 57.32% of the issued share capital of the Company. YIET is a wholly-owned subsidiary of China Yituo. Thus, China Yituo and YIET are regarded as connected persons of the Company under the Listing Rules. Accordingly, the Yituo Supply Agreements, the Import and Export Agency Agreement and the First Tractor Supply Agreement and the respective connected transactions contemplated thereunder constitute non-exempt continuing connected transactions under Rule 14A.35 of the Listing Rules which are subject to the approval of the Independent Shareholders at the EGM. China Yituo and its associates will abstain from voting in respect of the Yituo Supply Agreements, the Import and Export Agency Agreement and the First Tractor Supply Agreement at the EGM and the voting will be taken by poll.

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LETTER FROM THE BOARD

In addition, the Company is required to comply with the reporting, announcement and annual review requirements under Rules 14A.35 to 14A.40 of the Listing Rules in respect of the Continuing Connected Transactions.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

As announced by the Stock Exchange in its press release dated 30 January 2004, the Stock Exchange has revised the Listing Rules based on the results of the Consultation Conclusions on Proposed Amendments to the Listing Rules relating to Corporate Governance Issues issued in January 2003. Such revisions of the Listing Rules took effect on 31 March 2004 and include revisions to Appendices 3 and 13D to the Listing Rules which sets out the requirements that the Articles of Association or, as the case maybe, the articles of association of listed issuers or listing applicants shall comply with.

In order to comply with the aforesaid new requirements and to bring the Articles of Association up to date and in line with the current practice in Hong Kong, a special resolution will be proposed at the EGM to approve the proposed amendments to the Articles of Association. Details of the proposed amendments to the Articles of Association are set out in the special resolution in the notice of the EGM on pages 39 to 42 of this circular.

The proposed amendments to the Articles of Association are as follows:

(a) by deleting Article 21 to its entirety and substituting therefor the following:

“Domestic shares may, upon the passing of an appropriate resolution at a shareholders’ meeting, the application for approval by the board of directors to the relevant governmental authorities and the approval by such authorities, be listed on stock exchanges in the PRC, overseas listed foreign shares may be listed on the Exchange or other stock exchanges outside the PRC upon the passing of an appropriate resolution at a shareholders’ meeting and gaining the approval of the relevant governmental authorities.”

(b) by inserting the following paragraph at the end of Article 76:

“Where any member is, under the Rules Governing the Listing of Securities on the Stock Exchange, required to abstain from voting on any particular resolution or restricted to vote only for or against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.”

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LETTER FROM THE BOARD

“The Directors shall be elected by members at the general meetings for a term of three years. Upon the expiry of the term, a Director shall be eligible for re-election.

The minimum notice period for the written notices as regards the intention to nominate a candidate as Director and the willingness of such candidate to accept the nomination shall not be less than 7 days. Such period shall commence not more than one day after the despatch of the notice to convene a general meeting until no later than seven days before the date of such meeting.

Election or removal of the chairman or the vice-chairman shall be effected by resolutions passed by more than half of the number of Directors. The chairman and vice-chairmen hold office for a period of three years and are eligible for re-election.

Where the number of vacancy of Directors is not more than the number fixed by the Company Law of the People’s Republic of China or not less than two-third of the number of Directors prescribed by these Articles of Association, any person to be appointed as a Director to fill a casual vacancy of the Board shall hold office until the next following annual general meeting of the Company and shall then be eligible for re-election.”

(d) by inserting the following paragraph at the end of Article 139:

“A Director shall not attend the Board meeting and shall not be entitled to vote on any resolution in respect of any matters in which the Director and or any of his associates has any material interest. Such Director shall not be counted as part of the quorum when determining if the prescribed quorum necessary for the transaction of the business of the Directors has been formed.”

(e) by inserting the following paragraph at the end of Article 174:

“The right to sell the shares of members who are unable to contact shall not be exercised unless the following requirements are satisfied : (1) at least three dividends in respect of the shares in question have been distributed in the past 12 years and no dividend has been claimed during such period; and (2) the Company has published an advertisement on the newspapers upon expiry of the 12 years regarding its intention to sell the shares, and has notified the same to the Stock Exchange.”

(f) by deleting Article 204 to its entirety and substituting therefor the following:

“In relation to the amendments to the Articles of Association, for any amendments concerning the Mandatory Provisions that are required to be approved by the relevant governmental departments under the relevant rules and regulations, such amendments shall become effective after obtaining the approval. Any amendments concerning the matters of the Company that required registration, the Company should apply for registration according to the relevant laws.”

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LETTER FROM THE BOARD

(g) by inserting the following new definition immediately after the definition of “Articles of Association” under Article 210:

““associates” shall have the same meaning as ascribed to it in the Rules Governing the Listing of Securities on the Stock Exchange.””

RESIGNATION AND APPOINTMENT OF DIRECTORS

The executive Directors, Mr. Dong Yong An （董永安）and Mr. Huang Yan Zhao（黃延召）, tendered their resignation from their office of executive Directors because of personal reasons with the resignation taking effect upon the approval of the Shareholders at the date of the EGM. Both Mr. Dong Yong An （董永安）and Mr. Huang Yan Zhao （黃延召）confirmed that they had no disagreement with the Board and they were not aware of any matters which needed to be drawn to the attention of the Shareholders.

The Board nominated Mr. Li You Ji (李有吉 ) and Mr. Zhao Fei (趙飛 ) as candidates for the position of the executive Directors.

Ordinary resolutions will be proposed at the EGM to approve the resignation of the executive Directors and the appointment of the new executive Directors.

Brief biographical details of the proposed new Directors are set out in Appendix I to this circular.

EGM

Set out on pages 39 to 42 of this circular is a notice of the EGM to be held on Thursday, 28 October 2004 at 9:00 a.m. at No. 154 Jianshe Road, Luoyang, Henan Province, the PRC for the purpose of considering and, if thought fit, passing a special resolution to approve the amendments to the Articles of Association and the ordinary resolutions to approve the Yituo Supply Agreements, the Import and Export Agency Agreement, the First Tractor Supply Agreement, the New Caps in relation to the Continuing Connected Transactions and the resignation and appointment of Directors. China Yituo together with its associates (as defined in the Listing Rules) who control or are entitled to exercise control over the voting right in respect of their Shares in the Company will abstain from voting in this regard. The voting will be taken by poll.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions contained therein and deliver the same with the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, situated at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 24 hours before the time scheduled for holding such meeting (or any adjourned meeting thereof). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment if you so desire.

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LETTER FROM THE BOARD

OPINION OF THE INDEPENDENT BOARD COMMITTEE

Your attention is drawn to (i) the letter from the Independent Board Committee set out in this circular which contains the opinion of the Independent Board Committee given to the Independent Shareholders concerning the Yituo Supply Agreements, the Import and Export Agency Agreement, the First Tractor Supply Agreement and the New Caps in relation to the Continuing Connected Transactions; and (ii) the letter from South China Capital set out in this circular which contains the opinion of South China Capital given to the Independent Board Committee and the Independent Shareholders in relation to the Yituo Supply Agreements, the Import and Export Agency Agreement, the First Tractor Supply Agreement and the New Caps in relation to the Continuing Connected Transactions and the principal factors and reasons considered by South China Capital in arriving at its opinion.

The Independent Board Committee recommends the Independent Shareholders to vote in favour of the ordinary resolutions which will be proposed at the EGM to approve the Yituo Supply Agreements, the Import and Export Agency Agreement, the First Tractor Supply Agreement and the New Caps in relation to the Continuing Connected Transactions.

PROCEDURES TO DEMAND A POLL AT GENERAL MEETING

Pursuant to article 77 of the Articles of Association, at any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or after any vote by show of hands) demanded :

(i) by the chairman of the meeting;
(ii) by at least two shareholders present in person or by proxy for the time being entitled to vote at the meeting; or
(iii) by any shareholder or shareholders (including proxy) holding individually or holding in aggregate of 10% or more of the shares carrying the right to vote at the meeting.

ADDITIONAL INFORMATION

Your attention is drawn to the general information set out in Appendix II to this circular.

Yours faithfully, For and on behalf of

Liu Da Gong

Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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(Stock Code: 0038)

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

9 September 2004

To the Independent Shareholders

CONTINUING CONNECTED TRANSACTIONS, NON-COMPLIANCE WITH THE LISTING RULES, PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RESIGNATION AND APPOINTMENT OF DIRECTORS

Dear Sir or Madam,

We refer to the circular (the “Circular”) dated 9 September 2004 of First Tractor Company Limited, of which this letter forms a part. The terms used in the Circular shall have the same meanings in this letter unless the context otherwise requires.

As independent non-executive Directors who are independent of the parties to the Continuing Connected Transactions, we have been appointed by the Board to advise you as to whether, in our opinion, the terms of the Yituo Supply Agreements, the Import and Export Agency Agreement, the First Tractor Supply Agreement and the New Caps in relation to the Continuing Connected Transactions are fair and reasonable so far as the Independent Shareholders are concerned and are in the best interests of the Company and its Shareholders as a whole.

We wish to draw your attention to the letter from the Board, as set out in pages 1 to 18 of the Circular, and the letter from South China Capital, as set out on pages 20 to 31 of the Circular, both of which provide details of the Yituo Supply Agreements, the Import and Export Agency Agreement, the First Tractor Supply Agreement and the New Caps in relation to the Continuing Connected Transactions. Having considered the opinion given by South China Capital and the principal factors and reasons taken into consideration by them in arriving at their opinion, we are of the opinion that the Yituo Supply Agreements, the Import and Export Agency Agreement, the First Tractor Supply Agreement and the New Caps in relation to the Continuing Connected Transactions are in the best interests of the Company and the Independent Shareholders as a whole and the terms and conditions of the Yituo Supply Agreements, the Import and Export Agency Agreement, the First Tractor Supply Agreement and the New Caps in relation to the Continuing Connected Transactions are fair and reasonable as far as the Shareholders are concerned. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolutions which will be proposed at the EGM to approve the Yituo Supply Agreements, the Import and Export Agency Agreement, the First Tractor Supply Agreement and the New Caps in relation to the Continuing Connected Transactions.

Yours faithfully,

Independent Board Committee

Mr. Lu Zhong Min Mr. Tao Xiang Independent non-executive Independent non-executive Director Director Mr. Chan Sau Shan, Gary Mr. Chen Zhi Independent non-executive Independent non-executive Director Director

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LETTER FROM SOUTH CHINA CAPITAL

The following is the text of a letter of advice from South China Capital to the Independent Board Committee and the Independent Shareholders, which has been prepared for the purpose of inclusion in this circular.

South China Capital Limited 28th Floor, Bank of China Tower No. 1 Garden Road Central Hong Kong 9 September 2004

The Independent Board Committee First Tractor Company Limited No. 154 Jianshe Road Luoyang Henan Province The PRC

To the Independent Board Committee and the Independent Shareholders of First Tractor Company Limited

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our appointment to advise the Independent Board Committee and the Independent Shareholders in respect of the Continuing Connected Transactions, namely the transactions contemplated under (i) Yituo Supply Agreements; (ii) the Import and Export Agency Agreement; and (iii) the First Tractor Supply Agreement, with their respective proposed New Caps for each of the three financial years ending 31 December 2006. Details of the Continuing Connected Transactions, including the New Caps, are set out in the circular dated 9 September 2004 (the “Circular”) issued by the Company to the Shareholders, of which this letter forms part. This letter contains our advice to the Independent Board Committee and the Independent Shareholders as to whether or not (i) the Continuing Connected Transactions are on normal commercial terms, fair and reasonable and are in the interests of the Company and the Shareholders as a whole; (ii) the New Caps for each of three financial years ending 31 December 2006 of the respective agreements have been determined on a fair and reasonable basis; and (iii) it would be fair and reasonable for the Independent Shareholders to approve the Yituo Supply Agreements, the Import and Export Agency Agreement and the First Tractor Supply Agreement (collectively, the “New Agreements”) and the New Caps. Terms used in this letter have the same meanings as defined in the Circular unless the context otherwise requires.

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LETTER FROM SOUTH CHINA CAPITAL

In formulating our recommendation, we have relied on the accuracy of the information and facts supplied to us by the Company, its Directors and management. We have also assumed that all statements of belief and intention made by the Directors in the Circular were made after due enquiry. We have assumed that all information, representations and opinion made or referred to in the Circular were true at the time they were made and continued to be true at the date of the EGM. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Company, its Directors and management and have been advised by the Directors that no material facts have been omitted from the information provided and referred to in the Circular.

We consider that we have reviewed sufficient information to reach an informed view and to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our recommendation. We have not, however, conducted any form of in-depth investigation into the business affairs, financial position or future prospects of the Group nor carried out any independent verification of the information supplied.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion in respect of the Continuing Connected Transactions and the New Caps, we have considered the following principal factors and reasons:

I. Background of the Continuing Connected Transactions and the Company

The Group previously entered into the Original Agreements, which included seven original long-term supply agreements dated 6 June 1997 and one long-term supply agreement dated 21 September 1998 with China Yituo Group regarding the provision of materials and/or services similar to the Continuing Connected Transactions contemplated under the New Agreements. The Original Agreements, five of which first expired on 7 May 2001, two of which first expired on 7 May 2002 and one of which first expired on 8 October 2002, had then been renewed/amended since their first expiry date and were all expired on 7 May 2004. On 19 August 2004, the Group entered into the New Agreements with China Yituo Group to ensure the continual normal operations of the Group and China Yituo Group.

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LETTER FROM SOUTH CHINA CAPITAL

As referred to in the letter from the Board (the “Letter”), the Group is principally engaged in the production and sale of agricultural tractors and machinery, road rollers, road construction machinery and harvesting machinery and non-banking financial operations. China Yituo Group is principally engaged in the production of motive power machineries, vehicles products, engineering products etc.. YIET is a wholly-owned subsidiary of China Yituo. Certain raw materials and components used by the Group and all of the energy used for the Group’s production are supplied by China Yituo Group. China Yituo Group also provides the Group with composite services such as storage services, delivery services and building maintenance services, etc.. YIET acts as the Group’s import and export agent for the distribution of the Group’s products overseas and procurement of raw materials for the Group outside the PRC.

China Yituo beneficially owns approximately 57.32% of the issued share capital of the Company. YIET is a wholly-owned subsidiary of China Yituo. Thus, China Yituo and YIET are regarded as connected persons of the Company under the Listing Rules. Accordingly, each of the New Agreements and the Continuing Connected Transactions contemplated thereunder is subject to disclosure and independent shareholders’ approval requirements under Rule 14A.35 of the Listing Rules. The Company will convene the EGM at which, among others, approval of the New Agreements and the New Caps will be sought from the Independent Shareholders. In this connection, we have been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Continuing Connected Transactions subject to the New Caps are fair and reasonable and in the interests of the Independent Shareholders and the Company as a whole.

II. Particulars of the agreements

Notwithstanding that the New Agreements were dated 19 August 2004, they have been commenced from 8 May 2004 up to 31 December 2006. Details of the New Agreements are set out below:

(a) The Yituo Supply Agreements

The Yituo Supply Agreements are entered into between China Yituo (on behalf of China Yituo Group) as supplier or supplying agent and the Company (on behalf of the Group) as purchaser.

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LETTER FROM SOUTH CHINA CAPITAL

The Yituo Supply Agreements comprise three agreements, namely the Composite Services Agreement, the Materials Supply Agreement and the Energy Supply Services Agreement, pursuant to which the following goods and services will be provided/rendered by China Yituo Group to the Group:-

Composite Services certain welfare and other services, including but not limited to Agreement: landscaping, cleaning services, fire prevention services, security services, recreational services and facilities, storage services, road and transport services, education services to staff’s children, administrative services for retired employees, legal consultancy services, internal auditing services, advertising services, quality assurance services, public relations services, re-employment and social insurance services and ability testing services etc.

Materials Supply raw materials or spare parts and components for the production Agreement: of agricultural machinery like tractors and harvestors, construction machinery like road rollers and hydraulic excavators

Energy Supply energy, including electricity, gas, oxygen, water, heat, Services Agreement: compressed air, acetylene and steam

(b) The Import and Export Agency Agreement

The Import and Export Agency Agreement is entered into between YIET as the import and export agent and the Company to export the Group’s products or import the goods (including raw materials or spare parts and fittings) that are required by the Group for the production of the Group’s products.

(c) The First Tractor Supply Agreement

The First Tractor Supply Agreement is entered into between the Company (on behalf of the Group) as supplier or supplying agent and China Yituo (on behalf of China Yituo Group) as purchaser, pursuant to which spare parts and components for the production of vehicle products, diesel engines products, agricultural construction machineries, and fuel pumps and fuel adaptor nozzles etc. will be provided/rendered by the Group to China Yituo Group.

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LETTER FROM SOUTH CHINA CAPITAL

III. Reasons for and benefits of the Continuing Connected Transactions

As referred to in the Letter, the Group had previously entered into the Original Agreements, which included seven original long-term supply agreements entered in 1997 and one original long-term supply agreement entered in 1998, in respect of the transactions between respective companies of the Group and China Yituo Group regarding the provision of raw materials, parts, components, welfare and supporting services, energy supply and import and export agency services, which were required in the usual and ordinary course of business of the Group and/or facilitated the Group’s business development. The Original Agreements, five of which first expired on 7 May 2001, two of which first expired on 7 May 2002 and one of which first expired on 8 October 2002 had then all been renewed/ amended since their first expiry date and were all expired on 7 May 2004. As referred to in the Letter, the New Agreements have been entered into by the Group with a view to replace the Original Agreements and to ensure the continuity of such services.

(a) The Yituo Supply Agreements

As referred to in the paragraph headed “Circumstances and proposed remedial actions if resolutions are not approved by the Shareholders” in the Letter, the operations of the Group will be seriously affected if the New Agreements were not to be approved by the Independent Shareholders and the Continuing Connected Transactions are essential to the continuity of the normal course of business of the Group. In this connection, we noted that the Company relies on China Yituo Group for the provision of materials, utilities and services owing to (i) regarding the Composite Services Agreement, composite services such as delivery and storage are the major services that can only be currently provided by China Yituo Group due to the nature and capacities of the delivery facilities possessed by China Yituo Group to handle large sized products of the Company, the nature of the storage facilities to store large sized products of the Company as well as their locations and capacities; (ii) regarding the Materials Supply Agreement, certain parts and components are believed by the Directors not to be readily obtained from any other manufacturers given similar or even lower cost and that no alternative material suppliers are currently available for most of the special features materials of the Company; and (iii) regarding the Energy Supply Services Agreement, the Company has its energy supply network connected to China Yituo Group only.

(b) The Import and Export Agency Agreement

As referred to in the Letter, the Company can enjoy better tailored services from YIET owing to the connection of YIET with potential customers of the Group as well as their experience and expertise in the agricultural machinery industry. The provision of such services by YIET to the Company is also at competitive prices, details of which are discussed in the paragraph headed “Basis of prices determination” below.

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LETTER FROM SOUTH CHINA CAPITAL

(c) The First Tractor Supply Agreement

The Group is principally engaged in the production and sale of agricultural tractors and machinery, road rollers, road construction machinery and harvesting machinery and nonbanking financial operations. China Yituo Group is principally engaged in the production of motive power machineries, vehicles products, engineering products etc. Spare parts and components produced by the Group can also be used in the production by China Yituo Group. The entering into of the First Tractor Supply Agreement by the Company allows utilization of production capacity of the Group, which has not currently been fully utilized by third party sales, for generation of additional revenue.

Based on the foregoing, we consider that (i) the services/utilities/materials supply to the Group are either not cost effective to be replaceable or they can facilitate the operation of or generate revenue to the Group; and (ii) the New Agreements have been entered into in the ordinary course of business of the Group.

By entering into the Yituo Supply Agreements and the Import and Export Agency Agreement, the Company can acquire the respective services/utilities/materials which are necessary in the normal course of business of the Group at favourable terms which are no less favourable than terms available from independent third parties. The services and/or materials supplied under the Yituo Supply Agreements and the Import and Export Agency Agreement facilitate smooth and economic operation of the Group and ensure a more stable source for parts and components which the Directors believe not to be readily obtained from any other manufacturers at similar or lower cost and no alternative material suppliers are currently available for most of the special features materials of the Company. As for the Energy Supply Services Agreement, the rebuilding of the utility supply network which is currently connected to China Yituo Group for the Company will be costly and it will lead to suspension of the operation of the Group, which would not be a better option for the Company and its Shareholders as a whole. By entering into the First Tractor Supply Agreement, the Company can enhance the utilization of production capacity of the Group and provide additional and stable revenue for the Company. As for the Import and Export Agency Agreement, the experience and expertise of YIET in the agricultural machinery industry, its connection with potential customers of the Company, the competitive price offered by YIET and the long term relationship established between the Company and YIET will assist the business development of the business of the Company.

As such, we are of the view that it is reasonable for the Company to enter into the Continuing Connected Transactions under the terms of the New Agreements.

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LETTER FROM SOUTH CHINA CAPITAL

IV. BASIS OF PRICES DETERMINATION

As referred to in the Letter, the prices of the services/utilities/materials provided to/by the Group under the Yituo Supply Agreements and the First Tractor Supply Agreement are determined by reference to the State Price or if there is no applicable State Price for any such service, the price shall be the market price or the agreed price shall not exceed the price charged in the immediate preceding year increased by a percentage not exceeding a percentage equal to the percentage increase in the consumer price index for Luoyang (which is the official measurement of inflation in Luoyang) for the immediately preceding year announced by the Statistics Bureau of Luoyang, whichever is lower. The market price shall be determined by the parties to the agreements after arm’s length negotiation between them and the principal factors to be taken into account in deciding the market price will be the price on similar or same kind of services/utilities/materials provided by third parties who are in, or in the immediate vicinity of, Luoyang. Furthermore, China Yituo has undertaken in the Yituo Supply Agreements that the prices of services/utilities/materials to be supplied under the terms of the relevant agreements would not be less favourable to the Company than those available from independent third parties. As such, we consider that the basis of prices determination for the Continuing Connected Transactions contemplated under the Yituo Supply Agreements and the First Tractor Supply Agreement are fair and reasonable and in the interest of the Company and its Shareholders as a whole.

As referred to in the Letter, the administrative fee for the Continuing Connected Transactions contemplated under the Import and Export Agency Agreement is to be agreed between the Group and YIET on a case by case basis and the maximum amount will be 2% of the invoiced value of the goods imported and exported. In this connection, we have sought to review comparable transactions entered into between YIET and independent third parties for similar services, and we noted that the administrative fees charged by YIET for the agency services provided to the Group were no less favourable than those charged by YIET to independent third parties. We further noted that according to the Import and Export Agency Agreement, the Company can opt to use the agency services provided by independent third parties if the terms are more favourable than those available from YIET. Accordingly, we consider that the basis of price determination for the Continuing Connected Transactions contemplated under the Import and Export Agency Agreement are fair and reasonable and in the interest of the Company and its Shareholders as a whole.

— 26 —

LETTER FROM SOUTH CHINA CAPITAL

V. BASIS OF THE NEW CAPS

The basis of the New Caps for each of the financial years ending 31 December 2006 is fixed at a percentage of the estimated turnover of the Group for the respective years. The estimated turnover of the Group is derived based on the future growth and development of the Group as accords to the current and prospective industry development, market share in the agricultural and construction machinery businesses, production capacity and the business strategy of the Group. In this connection, we have reviewed the assumptions underlining the Directors’ estimation for the growth of turnover of the Group for the respective years. We noted that the estimation has, in particular, taken into account (i) the historical growth rate and ascending trend in turnover of the Group in the past three financial years; (ii) the unaudited turnover of the Group for the interim ending 30 June 2004; (iii) the business plan of the Group for the three financial years ending 31 December 2006 in which (aa) new products launched by the Company in 2003 have become mature and widely accepted in the market which are estimated by the Directors to serve as growth drivers for the turnover of the Group for the coming years; (bb) new pricing strategy, with prices increase or decrease depending on the conditions of the market of each individual type of product, to be adopted by the Company to capture additional market shares; and (cc) the recognition as a famous brand by the market for respective products of the Group which facilitates sales and marketing of the Group’s products; and (iv) the favourable policies towards the agricultural sector including the “Policy regarding the improvement of incomes of farmers” (中共中央國務院關於促進農民增加收入若干政策意見 ) announced by the State Council of the Chinese Government in February 2004, even under the current macro control policy employed over the general economic environment. It is stated in the aforesaid policy that it is the policy of the Chinese Government to raise the general utilization level of machinery within the agricultural sectors by subsidizing the purchase of agricultural machinery by agriculture participants. All of which provide basis for the Directors to estimate growth in turnover of the Group under the business plan of the Company for the three financial years ending 31 December 2006.

Based on the foregoing, we consider that the growth estimation in turnover of the Group for each of the three financial years ending 31 December 2006, for which the New Caps determination is based, was made by the Directors with due care and objectivity.

We have enquired with and were advised by the Directors that there are two principal factors which, among others, can attribute to the increase in the percentage of the New Caps against the turnover of the Group for the three financial years ending 31 December 2006 respectively, namely the group reorganization (the “Group Reorganization”) and the adoption of a centralized bulk purchase policy (the “New Purchase Policy”).

— 27 —

LETTER FROM SOUTH CHINA CAPITAL

The Group Reorganization refers to the significant restructuring within and between the Group and China Yituo Group, the holding company of the Company, due to business alignment. In this connection, we are given to understand that (i) some departments of China Yituo Group have been restructured to become subsidiaries of the Company and vice versa; (ii) several companies formerly under the control of China Yituo Group have been restructured to become members of the Group and vice versa; and (iii) the establishment of new subsidiaries as well as the expansion of existing companies within the Group to cater for the introduction of new products as well as the future business plan. Under the Group Reorganization, transactions which were formerly not regarded as connected transactions have fallen/will fall within the category of connected transactions between the Group and China Yituo Group as defined under the Listing Rules. The expansion and the establishment of certain subsidiaries within the Group will also increase the number of connected transactions compared with those executed in previous years. Based on the foregoing, we concur with the Directors that the Group Reorganization is among one of the principal factors attributing to the increase in percentage against the turnover of the Group for the respective New Caps.

The New Purchase Policy refers to the centralizing bulk purchase policy adopted by the Company for all purchases of goods, materials and services within the Group. Before the adoption of the New Purchase Policy in April 2004, the purchases of goods, materials and services by respective companies of the Group within their normal course of business are made separately and from different parties. These purchases were not able to enjoy management efficiency and bulk discounting. After due care and consideration by the Directors, the Company has since April 2004 adopted the New Purchase Policy, in which (i) all purchases made by the companies within the Group must be submitted to a centralized purchase department within the Group; (ii) purchase orders of similar nature or for similar goods, materials and services are grouped as a single bulk purchase order; and (iii) goods, materials and services will be purchased through China Yituo Group rather than third parties if available from China Yituo Group on the condition that the prices offered by China Yituo Group be no less favourable than those available from independent third parties. The New Purchase Policy enables the Company to enjoy bulk purchase discounts, improve management efficiency and to obtain favourable purchase prices. The adoption of the New Purchase Policy will substantially increase the amount of connected transactions for the Group because purchases formerly made separately with different third parties by members of the Group are now made with China Yituo Group. As such, we concur that the New Purchase Policy is among one of the principal factors attributable to the increase in percentage against the turnover of the Group for the respective New Caps.

Other assumptions underlying the increase in percentage against the turnover of the Group for the respective New Caps are discussed below.

— 28 —

LETTER FROM SOUTH CHINA CAPITAL

(a) The Yituo Supply Agreements

Composite Services Agreement

The New Caps in respect of the Composite Services Agreement are derived, based on not exceeding 1.6% of the estimated turnover of the Group for each of the three financial years ending 31 December 2006. The percentage of the New Caps against the turnover of the Group is determined after taking into account (i) the historical transactions in the last three financial years ended 31 December 2003 which on average amounted to approximately 1.25% of the turnover of the Group; (ii) the Group Reorganization; and (iii) the changes in the composition of the composite services as compared with the past, in particular, the cancellation of services such as dinning facilities, bathroom facilities, medical and health related services, vocational training, building maintenance, dormitories for employees and the introduction of some new services such as legal consulting, internal auditing, road and transport services and reception services, and the increase in delivery services to be provided for the Group due to anticipated growth in production and sales of the Group and the adoption of the New Purchase Policy.

Materials Supply Agreement

The New Caps in respect of the Materials Supply Agreement are derived based on not exceeding 23% of the estimated turnover of the Group for each of the three financial years ending 31 December 2006. The percentage of the New Caps against the turnover of the Group is determined after taking into account (i) the historical transactions in the last three financial years which on average amounted to approximately 7.3% of the turnover of the Group; (ii) the Group Reorganization; (iii) the New Purchase Policy; and (iv) the introduction of new products and modified models for existing products as formulated in the business plan of the Group which will increase material purchase amounts.

Energy Supply Services Agreement

The New Caps in respect of the Energy Supply Services Agreement are derived based on not exceeding 7% of the estimated turnover of the Group for each of the three financial years ending 31 December 2006. The percentage of the New Caps against the turnover of the Group is determined after taking into account (i) the historical transactions in the last three financial years which on average amounted to approximately 3.1% of the turnover of the Group; (ii) the Group Reorganization; (iii) the anticipated increase in energy price for the coming three financial years; (iv) the anticipated change in weighting of types of products as the revenue stream for the Group which increase overall demand for energy; and (v) production process restructuring and increase in self production of parts and components.

— 29 —

LETTER FROM SOUTH CHINA CAPITAL

In respect of the anticipated changes in energy price, we have enquired with and were advised by the Directors that electricity, one of the major components of energy required by the Group, had its average basic unit price increased approximately 33% pursuant to the “Notice regarding the adjustment of the price of electricity for the whole province issued by Henan Province Development and Reform Commission” (河南省發展和改革委員會關於調整全省電價的通知 ) dated 12 June 2004 for the interim period ending 30 June 2004 in compare with the respective period in 2003. In respect of the product structure of the Group, we noted that hydraulic excavator, small-scale construction machinery, loader, harvesting machinery and vibratory roller will have their weighting increased in the revenue stream of the Group in the next three years according to the business plan of the Group. We are advised by the Directors that these engineering products have higher energy demands in their production than the other products of the Group. Furthermore, the Directors’ intention to increase the proportion of self produced parts and components for products of the Company which aims at cost reduction and quality control is also one of the major factors attributing to the increase in energy consumption.

(b) The Import and Export Agency Agreement

The New Caps in respect of the Import and Export Agency Agreement are derived based on not exceeding 0.09% of the estimated turnover of the Group for each of the three financial years ending 31 December 2006. The percentage of the New Caps against the turnover of the Group is determined after taking into account (i) the unaudited actual import and export amount of the Group for the five months ended 31 May 2004 of approximately RMB79.11 million; and (ii) the anticipated import and export amount of the Group for the year ending 31 December 2004 based on the aforesaid actual amount for the first five months, the anticipated import and export ratio of the Group against the anticipated turnover for the financial year 2004 and the maximum 2% administrative fee to be determined and charged on a case by case basis depending on the transaction volume and invoiced value.

(c) The First Tractor Supply Agreement

The New Caps in respect of the First Tractor Supply Agreement are derived based on not exceeding 11.7% of the estimated turnover of the Group for each of the three financial years ending 31 December 2006. The percentage of the New Caps against the turnover of the Group is determined after taking into account (i) the historical transactions in the last three financial years which on average amounted to approximately 5% of the turnover of the Group; (ii) the Group Reorganization; (iii) centralizing bulk purchasing policy adopted by China Yituo Group which is similar to the New Purchase Policy; and (iv) the anticipated growth in turnover of China Yituo Group.

— 30 —

LETTER FROM SOUTH CHINA CAPITAL

Based on the above, we consider that the level of the New Caps for the each of the three financial years ending 31 December 2006 governing the Continuing Connected Transactions under the New Agreements was made by the Directors after due care and consideration and objectivity. As such, we are of the view that the maximum amount to be incurred under the Continuing Connected Transactions and the New Caps are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

RECOMMENDATION

Having considered the abovementioned principal factors and reasons, we consider that, the New Agreements and the Continuing Connected Transactions contemplated thereunder are fair and reasonable as far as the Independent Shareholders are concerned and are in the interest of the Company and its Shareholders as a whole. We therefore advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the respective resolutions to approve the New Agreements together with their respective New Caps at the EGM. We also recommend the Independent Shareholders to vote in favour of the respective resolutions to approve the New Agreements together with their respective New Caps at the EGM.

Yours faithfully, For and on behalf of

South China Capital Limited Richard Howard Gorges Managing Director

— 31 —

DETAILS OF THE PROPOSED DIRECTORS

APPENDIX I

LIST OF CANDIDATES

Personal details of the candidates for Directors nominated and recommended by the Board to be appointed at the EGM are set out below :

(A) Zhao Fei (趙飛 )

Mr. Zhao Fei (趙飛 ), aged 41, proposed executive Director. He is currently the factory manager of the forging plant of the Company. He joined China Yituo in 1982 and had served the posts of division head, assistant factory manager and factory manager. He has experience in enterprise management and production operation. He obtained his certificate in engineering management and also obtained his bachelor degree in engineering and master’s degree in engineering management at Jiang Su University. He holds the title of Senior Engineer.

Mr. Zhao Fei (趙飛 ) has not held other directorships in any listed public companies in the last three years. Save that he is the proposed executive Director, he is not otherwise related to any directors, senior management, substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Zhao Fei (趙飛 ) is not interested in any shares or underlying shares of the Company.

The Company proposes to enter into a service contract with Mr. Zhao Fei (趙飛 ) for a period commencing from 28 October 2004 to 30 June 2006 (“Term of Service”). The aggregate emoluments Mr. Zhao Fei (趙飛 )is entitled to for his Term of Service shall not exceed RMB117,082. The emolument is based on the position of an executive Director and is in line with that payable by the Company to other executive Directors.

Details of the aggregate emoluments are as follows:

Terms of Service	Amount of salary	Amount of bonus
28 October 2004 to
30 June 2005 (“First Year”)	RMB29,655(Note 1)	shall not exceed RMB14,827
1 July 2005 to 30 June 2006	RMB48,400	shall not exceed RMB24,200
Total	RMB78,055	shall not exceed RMB39,027
Aggregate emolument	RMB117,082

The amount of annual salary and bonus will be increased by 10% each year during his Term of Service.

Note 1 : The amount of annual salary for the First Year shall be RMB44,000. As the service period of Mr. Zhao Fei (趙飛 ) in the First Year will be less than a year, his salary receivable for the First Year will be calculated according to the actual number of days served.

Note 2: Mr. Zhao Fei (趙飛 )is entitled to a bonus payment each year upon completion of one year service. As the service period of Mr. Zhao Fei (趙飛 )in the First Year will be less than a year, the bonus receivable for the First Year will be calculated according to the actual number of days served.

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DETAILS OF THE PROPOSED DIRECTORS

APPENDIX I

(B) Li You Ji (李有吉 )

Mr. Li You Ji (李有吉 ), aged 41, proposed executive Director. He is currently the general manager of YIET. He joined China Yituo in 1983 and had served the post of deputy general manager. He has experience in international trade and international market development. He specialized at the design and production of tractors at Agricultural University in the PRC and agricultural machinery at Ji Lin University. He obtained his bachelor and master’s degrees in engineering. In 2001, he spent a year conducting research at City University, London, United Kingdom as visiting fellow. He holds the title of Senior Engineer.

Mr. Li You Ji (李有吉 ) has not held other directorships in any listed public companies in the last three years. Save that he is the proposed executive Director, he is not otherwise related to any directors, senior management, substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Li You Ji (李有吉 ) is not interested in any shares or underlying shares of the Company.

The Company proposes to enter into a service contract with Mr. Li You Ji (李有吉 ) for a period commencing from 28 October 2004 30 June 2006 (“Term of Service”). The aggregate emoluments Mr. Li You Ji (李有吉 ) is entitled to for his Term of Service shall not exceed RMB117,082. The emolument is based on the position of an executive Director and is in line with that payable by the Company to other executive Directors.

Details of the aggregate emoluments are as follows:

Terms of Service	Amount of salary	Amount of bonus
28 October 2004 to
30 June 2005 (“First Year”)	RMB29,655(Note 1)	shall not exceed RMB14,827
1 July 2005 to 30 June 2006	RMB48,400	shall not exceed RMB24,200
Total	RMB78,055	shall not exceed RMB39,027
Aggregate emolument	RMB117,082

The amount of annual salary and bonus will be increased by 10% each year during his Term of Service.

Note 1 : The amount of annual salary for the First Year shall be RMB44,000. As the service period of Mr. Li You Ji（李有吉） in the First Year will be less than a year, his salary receivable for the First Year will be calculated according to the actual number of days served.

Note 2 : Mr. Li You Ji（李有吉）is entitled to a bonus payment each year upon completion of one year service. As the service period of Mr. Li You Ji（李有吉）in the First Year will be less than a year, the bonus receivable for the First Year will be calculated according to the actual number of days served.

— 33 —

GENERAL INFORMATION

APPENDIX II

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with respect to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which will make any statement herein misleading.

DISCLOSURE OF INTERESTS

Directors’ Interests

As at the Latest Practicable Date, none of the Directors, supervisors, chief executives of the Company and their associates had any interests in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein or which were required pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules, to be notified to the Company and the Stock Exchange.

As at the Latest Practicable Date, none of the Directors, supervisors or chief executives of the Company or their spouses or children under 18 years of age were granted or had exercised any right to subscribe for any equity or debt securities of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

None of the Directors has any interest, direct or indirect, in any assets which have been acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2003, the date to which the latest published audited financial statement of the Group was made up.

None of the Directors or South China Capital is materially interested in any contract or arrangement entered into by the Company or any of its subsidiaries which contract or arrangement is subsisting at the Latest Practicable Date and which is significant in relation to the business of the Group taken as a whole.

As at the Latest Practicable Date, none of the Directors or supervisors of the Company and their respective associates have interests in a business, apart from the business of the Group, which competes or is likely to compete, either directly or indirectly, with the business of the Group.

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GENERAL INFORMATION

APPENDIX II

Substantial Shareholders’ Interests

(a) As at the Latest Practicable Date, so far as is known to, or can be ascertained after reasonable enquiries by, the Directors, supervisors or chief executives of the Company, the following persons had an interest or short position in the shares or underlying shares (including options) of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

Domestic Shares

Domestic Shares
			Approximate
			percentage of
			interest of the
			total issued
Name of	Nature of	Number of class	share capital of
Shareholder	Interest	of securities	the Company
		(Note 1)
China Yituo	Beneficial	450,000,000	57.32%
	owner	domestic shares (L)
H Shares
			Approximate
			percentage of
			interest of the
Name of	Nature of	Number of class	total H Shares of
Shareholder	Interest	of securities	the Company
		(Note 1)
GE Asset Management	Investment	44,300,000	13.22%
Incorporated	Manager	H Shares (L)
Martin Currie China	Investment	17,832,000	5.32%
Hedge Fund Limited	Manager	H Shares (L)	(Note 2)
State Street Corporation	Corporation	21,372,000	6.38%
(Note3)	Interest	H Shares (L)
		in a lending pool

Note 1: The letter “L” represents the entities’ long position in the Shares of the Company.

Note 2 :According to the Corporate Substantial Shareholder Notice submitted by Martin Currie China Hedge Fund Limited to the Stock Exchange on 19 January 2004, Martin Currie China Hedge Fund Limited held 17,832,000 H Shares of the Company, representing 5.17% of the Company’s H Shares in issue. However, the correct figure should be 5.32% of the Company’s H Shares in issue.

Note 3 :According to the Corporate Substantial Shareholder Notice submitted by State Street Corporation to the Company dated 11 May 2004, State Street Corporation held 100% shareholding in State Street Bank of Trust Company which directly held 21,372,000 H Shares (L) in a lending pool.

— 35 —

GENERAL INFORMATION

APPENDIX II

(b) As at the Latest Practicable Date, so far as is known to, or can be ascertained after reasonable enquiries by, the Directors, supervisors or chief executives of the Company, the following entities were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any members of the Group:

		Approximate	percentage
Name of shareholder	Name of entity	of equity interest
		Direct	Indirect
Yituo (Luoyang) Building	China First Tractor Group Finance Co., Ltd.	10%	—
Machinery Co., Ltd.
Guizhou Hongyue Food	Guizhou Zhenning Biological Industrial Co., Ltd.	30%	—
(Group) Co., Ltd.
Shenyang Agricultural	Yituo Shenyang Tractor Company Limited	40%	—
Machinery Industrial Co.
Brilliance China Machinery	Yituo (Luoyang) Construction Machinery Co., Ltd.	51%	—
Holdings Limited
Brilliance China Machinery	Yituo (Luoyang) Building Machinery Co., Ltd.	51%	—
Holdings Limited
Yu Yao City Jie Yu	Yituo (Luoyang) Standard Component Co., Ltd.	25%	—
Machinery Co., Ltd.
China Yituo	Yituo (Luoyang) Shentong Construction Machinery	24%	13.8%
	Co., Ltd.
Brilliance China Machinery	Zhenjiang Huachen Huatong Road Machinery Co., Ltd.	59%	—
Holdings Limited
Jiangsu Huatong Machinery	Zhenjiang Huachen Huatong Road Machinery Co., Ltd.	41%	—
Group Co., Ltd.
First Branch Factory Trade	Yituo (Luoyang) Building Construction Machinery	32%	—
Union Committee of	Company Limited
Luoyang Building
Machinery Factory
Brilliance China Machinery	Zhenjiang Huatong Aran Machinery Co., Ltd.	59%	—
Holdings Limited
Jiangsu Huatong Machinery	Zhenjiang Huatong Aran Machinery Co., Ltd.	38%	—
Group Co., Ltd.

(c) Save as disclosed above, there is no other person so far as is known to the Directors, supervisors or chief executives of the Company who, as at the Latest Practicable Date, had an interest or short position in the shares or underlying shares (including options) of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, had, directly or indirectly, interested in 10% or more of nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any members of the Group.
(d) Save as disclosed above, as at the Latest Practicable Date, so far as known to the Directors, supervisors or chief executives of the Company, Mr Lin Da Gong, Mr Liu Wen Ying, Mr Shao Hai Chen, Mr Zhao Yan Shui and Mr Yan Lin Jiao, executive Directors, are also the directors of China Yituo, being controlling shareholder and holding Company of the Company. Save as disclosed, none of the Directors or proposed Directors is a director or employee of a company which had any interests or short positions in any shares and underlying shares (including options) of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

— 36 —

GENERAL INFORMATION

APPENDIX II

SHARE CAPITAL

The authorised and issued share capital of the Company as at the Latest Practicable Date are as follows :

Authorised:	Number of Shares	RMB
ordinary shares of RMB1 each	785,000,000	785,000,000
Issued and fully paid:
Domestic Shares of RMB1 each	450,000,000	450,000,000
H Shares of RMB1 each	335,000,000	335,000,000

DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered or was proposing to enter into a service contract with the Company or any of its subsidiaries (excluding contracts expiring or determinable within one year without payment of compensation other than statutory compensation).

EXPERT

(a) The following is the qualification of the expert who has given its opinion or advice which is contained in this circular:

Name Qualification South China Capital a deemed licensed corporation under the SFO

(b) As at the Latest Practicable Date, South China Capital does not have any shareholding in any member of the Group, nor does it have any right or option (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.
(c) South China Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name and letter in the form and context in which they appear.
(d) The letter and recommendation given by South China Capital are given as of the date of this circular for incorporation herein.
(e) South China Capital has, or has had, no direct or indirect interest in any assets which have been acquired or disposed of by, or leased to, any member of the Group or are proposed to be acquired or disposed of by, or leased to, any member of the Group since 31 December 2003, the date to which the latest published audited financial statement of the Group was made up.

LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries is engaged in any litigation or arbitration of material importance and no litigation or arbitration or claim of material importance is known to the Directors to be pending or threatened by or against any member of the Group.

— 37 —

GENERAL INFORMATION

APPENDIX II

MATERIAL CHANGES

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2003, the date to which the latest audited financial statements of the Group were made up.

GENERAL

(a) The secretary of the Company is Mr. Zhang Guo Long who is not a qualified accountant.
(b) The registered and principal office of the Company is at No.154 Jianshe Road, Luoyang, Henan Province, the People’s Republic of China.
(c) The H Share transfer office of the Company in Hong Kong is Hong Kong Registrars Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
(d) In the event of inconsistency, the English text of this circular shall prevail over the Chinese text.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours up to and including 27 October 2004 at the offices of Li & Partners, at 22nd Floor, World Wide House, Central, Hong Kong and at the EGM:

(a) the Articles of Association;
(b) the Yituo Supply Agreements, the Import and Export Agency Agreemnt and the First Tractor Supply Agreement;
(c) the letter of opinion from the Independent Board Committee dated 9 September 2004, the text of which is set out on page 19 of this circular;
(d) the letter of opinion from South China Capital dated 9 September 2004, the text of which is set out on pages 20 to 31 of this circular; and
(e) the written consent referred to in the section headed “Expert” above.

— 38 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [241 x 33] intentionally omitted <==

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

(Stock Code: 0038)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of the shareholders of First Tractor Company Limited (the “Company”) will be held at No. 154 Jianshe Road, Luoyang, Henan Province, the People’s Republic of China on Thursday, 28 October 2004 at 9:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions and special resolution respectively:

ORDINARY RESOLUTIONS

“ THAT :

(A) the terms and conditions of the Yituo Supply Agreements, the Import and Export Agency Agreement and the First Tractor Supply Agreement (as defined in the circular of the Company dated 9 September 2004 (the “Circular”), a copy of each of the above has been produced to the EGM marked “A” and signed by the chairman of the meeting for the purpose of identification) and the New Caps (as defined in the Circular) in relation to the Continuing Connected Transactions (as defined in the Circular), be and are hereby approved, ratified and confirmed;
(B) the Directors authorised for and on behalf of the Company, among other matters, to sign, execute, perfect, deliver or to authorise signing, executing, perfecting and delivering all such documents and deeds be hereby approved, ratified and confirmed, and the Directors be and are hereby authorised to do or authorise doing all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the Continuing Connected Transactions and the New Caps (both defined in the Circular) pursuant to the Yituo Supply Agreements, the Import and Export Agency Agreement and the First Tractor Supply Agreement (all defined in the Circular) and to waive compliance from or make and agree such variations of a nonmaterial nature to any of the terms of any of the Yituo Supply Agreements, the Import and Export Agency Agreement and the First Tractor Supply Agreement as they may in their discretion consider to be desirable and in the interest of the Company;
(C) to approve the resignation of Mr. Dong Yong An (董永安 ) and Mr. Huang Yan Zhao (黃延召 ) as executive directors of the Company; and
(D) to appoint Mr. Li You Ji (李有吉 )and Mr. Zhao Fei (趙飛 ) as executive directors of the Company with a term of office ended on 30 June 2006 which is the same as that of the 3rd Board of Directors of the Company.”

— 39 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTION

“ THAT the Articles of Association of the Company be altered in the following manner :
(a) by deleting Article 21 to its entirety and substituting therefor the following:

(b) by inserting the following paragraph at the end of Article 76:

“The Directors shall be elected by members at the general meetings for a term of three years. Upon the expiry of the term, a Director shall be eligible for re-election.

— 40 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

(d) by inserting the following paragraph at the end of Article 139:

(e) by inserting the following paragraph at the end of Article 174:

(f) by deleting Article 204 to its entirety and substituting therefor the following:

(g) by inserting the following new definition immediately after the definition of “Articles of Association” under Article 210:

““associates” shall have the same meaning as ascribed to it in the Rules Governing the Listing of Securities on the Stock Exchange.””

As at the date of this notice, the Board comprises ten executive Directors, namely Mr. Liu Da Gong (Chairman), Mr. Dong Yong An, Mr. Liu Wen Ying, Mr. Shao Hai Chen, Mr. Li Teng Jiao, Mr. Zhao Yan Shui, Mr. Zhang Jing, Mr. Liu Shuang Cheng, Mr. Yan Lin Jiao and Mr. Huang Yan Zhao and four independent non-executive Directors, namely Mr. Lu Zhong Min, Mr. Tao Xiang, Mr. Chen Zhi and Mr. Chan Sau Shan, Gary.

By Order of the Board

Liu Da Gong Chairman

Luoyang, the PRC, 9 September 2004

Notes:

— 41 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

The register of members of the Company will be temporarily closed from 28 September 2004 to 28 October 2004 (both days inclusive) during which no transfer of shares will be registered in order to determine the list of Shareholders for attending the EGM. Shareholders whose names appear on the register of members of the Company on Tuesday, 28 September 2004 will be entitled to attend and vote at the EGM. In order to be entitled to attend and vote at the EGM, all transfer of H Shares accompanied by the relevant share certificates must be lodged with the share registrar of the Company in Hong Kong, Hong Kong Registrars Limited, at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:00 p.m. on 27 September 2004.
Each Shareholder having the rights to attend and vote at the EGM is entitled to 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 proxy shall only exercise his voting rights on a poll. A proxy need not be a member of the Company.
Shareholders can appoint a proxy by an instrument in writing (i.e. by using the Proxy Form enclosed). The Proxy Form shall be signed by the person appointing the proxy or an attorney authorised by such person in writing. If the Proxy Form is signed by an attorney, the power of attorney or other documents of authorisation shall be notarially certified. To be valid, the Proxy Form and the notarially certified power of attorney or other documents of authorisation must be delivered to the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in not less than 24 hours before the time scheduled for the holding of the EGM or any adjournment.
Shareholders or proxies who intend to attend the EGM are requested to deliver the reply slip for attendance duly completed and signed to the Company in person, by post or by facsimile on or before Thursday, 7 October 2004.
Shareholders or their proxies shall present proofs of their identities upon attending the EGM. Should a proxy be appointed, the proxy shall also present the Proxy Form.
The EGM is expected to last for less than one day. The Shareholders and proxies attending the EGM shall be responsible for their own travelling and accommodation expenses.
The Company’s registered address is as follows:-

No. 154 Jianshe Road Luoyang, Henan Province the People’s Republic of China Postal Code: 471004 Telephone: 86-379-4967038 Facsimile: 86-379-4967438

Completion and return of the Proxy Form will not preclude members of the Company from attending and voting in person at the EGM or any adjournment should he so desire.

— 42 —

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

(Stock Code: 0038)

Proxy Form for Attendance at the Extraordinary General Meeting

I / We(1) of being the registered holder(s) of (2) shares of RMB1.00 each in the share capital of First Tractor Company Limited (the “Company”), hereby appoint the Chairman of the Meeting or (3) of as my / our proxy to attend and vote for me / us and on my / our behalf at the Extraordinary General Meeting of the Company (“EGM”) to be held at 9:00 a.m. on Thursday, 28 October 2004, at No. 154 Jianshe Road, Luoyang, Henan Province, the People’s Republic of China or any adjournment thereof in respect of the ordinary resolutions and the special resolution set out in the notice convening the EGM as indicated below, and if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(4)	AGAINST(4)
1.	(A) That the terms and conditions of the Yituo Supply Agreements, the Import and Export Agency Agreement and the First Tractor Supply Agreement (as defined in the circular of the Company dated 9 September 2004 (the “Circular”), a copy of which the above has been produced to the EGM marked “A” and signed by the chairman of the meeting for the purpose of identification) and the New Caps (as defined in the Circular) relation to the Continuing Connected Transactions (as defined in the Circular), be and are herebyapproved, ratified and confirmed;
	(B) That the Directors authorised for and on behalf of the Company, among other matters, to sign, execute, perfect, deliver or to authorise signing, executing, perfecting and delivering all such documents and deeds be hereby approved, ratified and confirmed, and the Directors be and are hereby authorised to do or authorise doing all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the Continuing Connected Transactions and the New Caps (as defined in the Circular) pursuant to the Yituo Supply Agreements, the Import and Export Agency Agreement and the First Tractor Supply Agreement (all defined in the Circular) and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of any of the Yituo Supply Agreements, the Import and Export Agency Agreement and the First Tractor Supply Agreement as they may in their discretion consider to be desirable and in the interest of the Company;
	(C) That the resignation of Mr. Dong Yong An（董永安）and Mr. Huang Yan Zhao （黃延召）as executive directors of the Company be hereby approved; and
	(D) That the appointment of Mr. Li You Ji（李有吉）and Mr. Zhao Fei（趙飛）as executive directors of the Company with a term of office ended on 30 June 2006 which is the same as that of the 3rd Board of Directors of the Company.
	SPECIAL RESOLUTION		FOR(4)	AGAINST(4)
	(E) To approve the proposed amendments to the Articles of Association.
Date Note:	: 2004 Signature (note 6)	:

Please insert your full name and address in block capitals in the space provided.
Please insert the number of shares to which this proxy form relates in the space provided. If a number is inserted, this proxy form will be deemed to relate only to those shares. If not, this proxy form will be deemed to relate to all the shares registered in your name (whether alone or jointly with others).
If any proxy other than the Chairman of the Meeting is preferred, strike out “the Chairman of the Meeting or” and insert the name and address of proxy desired in block capitals in the space provided. The proxy need not be a shareholder of the Company. If a proxy is attending the EGM on your behalf, such proxy shall produce his own identity paper.
If you wish to vote for a resolution, place a tick “ ” in the column marked “FOR”. If you wish to vote against a resolution, place a cross “X” in the column marked “AGAINST”. If no indication is given, the proxy will vote or abstain at his discretion.
Corporations must execute this proxy form under common seal or by an attorney or by a duly authorised officer. If a legal representative is appointed to attend the EGM, such legal representative shall produce his own identity paper and a certified true copy of the resolution of the board of directors or other governing body of the corporation appointing the legal representative.
If this proxy form is signed by a person under a power of attorney or any other authority on your behalf, a notarially certified copy of that power of attorney or other authority must be deposited with the Company’s share registrar as mentioned in paragraph 7 below.
In order to be valid, this proxy form together with any power of attorney or other authority under which it is signed must be lodged with the Company's share registrar in Hong Kong, Hong Kong Registrars Limited, at 46th Floor, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 24 hours before the time scheduled for the holding of the EGM or any adjournment.
Completion and deposit of this proxy form will not preclude you from attending and voting at the EGM should you so wish.

==> picture [241 x 32] intentionally omitted <==

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

(Stock Code: 0038)

Reply Slip

To: First Tractor Company Limited (the “Company”)

I/We(Note 1)(Name(s) in Chinese): (Name(s) in English):

address(es) as shown in the register of members of the Company is/are is/are the registered holder(s) of (Note 2) shares of RMB1.00 each in the Company’s share capital, intend to attend in person/by a proxy/by proxies at the Extraordinary General Meeting of the Company to be held at No.154, Jianshe Road, Luoyang, Henan Province, the People’s Republic of China (the “PRC”) on Thursday, 28 October 2004 at 9:00 a.m.

Date: ~~,~~ 2004

Signature:

Notes:

(1) Please insert full name(s) (both in Chinese and English) and registered address(es) as shown in the register of members of the Company in BLOCK CAPITALS.

(2) Please insert the number of shares registered in your name(s).

(3) The completed and signed reply slip should be delivered to the Company at its registered address at No.154 Jianshe Road, Luoyang, Henan Province, the PRC on or before Thursday, 7 October, 2004. This reply slip may be delivered to the Company by hand, by post (Postal Code:471004), or by fax (Fax No. (86-379)-4967438).

AI assistant

First Tractor Company Limited — Proxy Solicitation & Information Statement 2004

48894_rns_2004-09-09_e793e4ea-a865-4b1b-a53b-078a9b8a5763.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

CONTINUING CONNECTED TRANSACTIONS, NON-COMPLIANCE WITH THE LISTING RULES, PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RESIGNATION AND APPOINTMENT OF DIRECTORS

South China Capital Limited

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

LETTER FROM THE BOARD

CONTINUING CONNECTED TRANSACTIONS, NON-COMPLIANCE WITH THE LISTING RULES, PROPOSED AMENDMENTS TO THE ARTICLES OF

ASSOCIATION AND RESIGNATION AND APPOINTMENT OF DIRECTORS

BACKGROUND

LETTER FROM THE BOARD

CIRCUMSTANCES LEADING TO THE NON-COMPLIANCE OF THE LISTING RULES

LETTER FROM THE BOARD

LETTER FROM THE BOARD

SUMMARY OF FINANCIAL FIGURES OF THE CONTINUING CONNECTED TRANSACTIONS

Amount of

REMEDIAL MEASURES TO BE TAKEN

LETTER FROM THE BOARD

LETTER FROM THE BOARD

PARTICULARS OF YITUO SUPPLY AGREEMENTS

Date

Period

Parties

Goods and Services to be provided/rendered

LETTER FROM THE BOARD

Price

Conditions

PARTICULARS OF IMPORT AND EXPORT AGENCY AGREEMENT

Date

Period

Parties

LETTER FROM THE BOARD

Services to be rendered

Price

Conditions

PARTICULARS OF FIRST TRACTOR SUPPLY AGREEMENT

Date

Period

Parties

Goods to be provided/rendered

LETTER FROM THE BOARD

Price

Conditions

BASIS OF THE RELEVANT CAP AMOUNTS

LETTER FROM THE BOARD

A. Yituo Supply Agreements:

Composite Services Agreement

Materials Supply Agreement

LETTER FROM THE BOARD

Energy Supply Services Agreement

B. Import and Export Agency Agreement:

LETTER FROM THE BOARD

C. First Tractor Supply Agreement:

REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS

LETTER FROM THE BOARD

CIRCUMSTANCES AND PROPOSED REMEDIAL ACTIONS IF RESOLUTIONS ARE NOT APPROVED BY THE SHAREHOLDERS

LETTER FROM THE BOARD

RELATIONSHIPS BETWEEN THE PARTIES

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

LETTER FROM THE BOARD

LETTER FROM THE BOARD

RESIGNATION AND APPOINTMENT OF DIRECTORS

EGM

LETTER FROM THE BOARD

OPINION OF THE INDEPENDENT BOARD COMMITTEE

PROCEDURES TO DEMAND A POLL AT GENERAL MEETING

ADDITIONAL INFORMATION