First Tractor Company Limited — Proxy Solicitation & Information Statement 2008

Apr 27, 2008

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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 Annual 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 2007 annual general meeting of the Company (“AGM”) to be held at 9:00 a.m. on Friday, 13 June 2008 at No. 154, Jianshe Road, Luoyang, Henan Province, the People’s Republic of China (the “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 AGM.

	Ordinary Resolutions	For**(Note 4)**	Against**(Note 4)**
1.	To consider and approve the report of the board (the “Board”) of directors (the “Directors”)of the Company for the year 2007;
2.	To consider and approve the report of the supervisory committee of the Company for theyear 2007;
3.	To consider and approve the audited financial report for the year 2007;
4.	To consider and approve the payment of a final cash dividend in the amount of RMB0.03per share in respect of the financial year ended 31 December 2007;
5.	To consider and approve the re-appointment of Ernst & Young as auditors of the Companyfor the year 2008 and to authorise the Board to determine their remuneration;
6.	To consider and approve the remuneration proposal for the Directors and supervisors of theCompany;
	Special Resolutions	For**(Note 4)**	Against**(Note 4)**
7.	Subject to the accumulated limit not exceeding 50% of the net assets of the Company, toauthorize the Board to determine any investment plan or proposal in respect of other limitedcompanies, joint stock limited companies or other economic entities or projects, includingbut not limited to decisions on projects of investment, the companies or other economicentities to be invested, the amount, the investment method (including by way of issuanceof domestic shares or overseas listed foreign shares) and the time of investment and theexecution of the relevant agreements and other documents;
8.	To approve the Company of placing, issuing or dealing with domestic shares and H sharesof the Company solely or jointly within the relevant period (as defined in the notice ofAGM) with an amount of no more than 20% of the issued shares of that class of sharesof the Company as at the date of passing of this resolution, provided that the ChinaSecurities Regulatory Commission and the relevant governmental authorities granting therelevant approvals;
9.	To authorise the Board to handle the matters in relation to such placement or issue underresolution no.8 and to make any necessary amendments as it considers appropriate in thearticles of association of the Company, so as to reflect the changes in the structure of capitalof the Company resulting from such placement or issue; and
10.	To authorise the Board to declare an interim dividend to the Shareholders of the Companyfor the half year ended 30 June 2008.

Signature (Notes 5 and 6) :

2008

Date:

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 AGM 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. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to AGM other than those referred to in the notice(s) convening the AGM.

5. The proxy form must be signed by you or your attorney duly authorized in writing. Corporations must execute this proxy form under seal or by an attorney or by a duly authorised officer. In any event, the execution shall be made in accordance with the articles of association of such corporation or institution. If a legal representative is appointed to attend the AGM, 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 AGM or any adjournment thereof.

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

9. In the case of joint registered holders of any Shares, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such Shares as if he/ she was solely entitled thereto; but if more than one of such joint registered holders be present at the AGM, either personally or by proxy, that one of the said persons so present whose name stands first on the register of member of the Company in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.