First Tractor Company Limited — Proxy Solicitation & Information Statement 2006

Jun 9, 2006

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(a joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 0038)

Proxy Form for Attendance at the Extraordinary General Meeting

I/We (note 1) of being the registered holder(s) of (Note 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 (Note 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 Friday, 28 July 2006 at No. 154, Jianshe Road, Luoyang, Henan Province, the People’s Republic of China (“PRC”) or any adjournment thereof to vote for me/ us / and in my / our name(s) as indicated below in respect of the following resolutions and other matters required to be dealt with at the EGM.

	ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)
(A)	the Diesel Repayment Agreement (as defined in the circular of the Company dated 9 June 2006 (the “Circular”), a copy of which has been produced to the EGM marked “A” and signed by the chairman of the EGM for the purpose of identification) and the terms of and the transactions contemplated thereunder and the implementation thereof be and are hereby approved, ratified and confirmed;
(B)	the Fuel Jet Repayment Agreement (as defined in the Circular, a copy of which has been produced to the EGM marked “B” and signed by the chairman of the EGM for the purpose of identification) and the terms of and the transactions contemplated thereunder and the implementation thereof be and are hereby approved, ratified and confirmed;
(C)	the Assets Swap Agreement (as defined in the Circular, a copy of which has been produced to the EGM marked “C” and signed by the chairman of the EGM for the purpose of identification) and the terms of and the transactions contemplated thereunder and the implementation thereof be and are hereby approved, ratified and confirmed;
(D)	any one of the directors of the Company be 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 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 Assets Swap Agreement, Diesel Repayment Agreement and Fuel Jet Repayment Agreement, 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 Diesel Repayment Agreement, the Fuel Jet Repayment Agreement and the Assets Swap Agreement as they may in their discretion consider to be desirable and in the interest of the Company.

Date: 2006 Signature (Notes 5 and 6):

Notes:

1. Please insert your full name and address in block capitals in the space provided.

2. Please insert the number and class of shares of the Company (“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).

3. 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 proof.

4. 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 at his discretion.

5. Corporations must execute this proxy form under 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 proof and a certified true copy of the resolution of the board of directors or other governing body of the corporation appointing the legal representative.

6. 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 in the manner as mentioned in paragraph 7 below.

7. 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 H Share registrar, Hong Kong Registrars Limited at 46/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by not less than 24 hours before the time scheduled for the holding of the EGM or any adjournment thereof.

8. Completion and deposit of this proxy form will not preclude you from attending and voting at the EGM should you so wish.

9. For identification purpose only