First Tractor Company Limited — Proxy Solicitation & Information Statement 2010

Aug 4, 2010

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

Proxy Form for Attendance at the Extraordinary General Meeting

I/We [(Note 1)] of being the registered holder(s) of [(Note 2)] Company Limited (the “ Company ”), hereby appoint the Chairman of the Meeting or [(Note 3)] of

shares of RMB1.00 each in the share capital of First Tractor

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 Monday, 20 September 2010 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 EGM.

	Ordinary Resolutions	For (Note 4)	Against (Note 4)
1.	the Sale and Purchase Agreement (a copy of which has been produced to the
	EGM marked “1” and signed by the chairman of the EGM for the purpose
	of identification), and the terms and conditions thereof and the transactions
	contemplated thereunder and the implementation thereof be and are hereby
	approved and confirmed;
2.	any one of the Directors 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, 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
	Sale and Purchase Agreement, and to waive compliance from or make and
	agree such variations of a non-material nature to any of the terms of the Sale and
	Purchase Agreement they may in their discretion consider to be desirable and in
	the interests of the Company and all the Directors’ acts as aforesaid be hereby
	approved, ratified and confirmed;

		Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	For (Note 4)	For (Note 4)	Against (Note 4)	Against (Note 4)
3	.	subject to the approval of the special resolutions (7) and (8) as stated in the
		notice of the extraordinary general meeting of the Company datedat the extraordinary general meeting of the Company to be held2010 and conditional upon the completion of the Issue of A Sharesof the decision making principles on connected transactions of t(details of which are set out in the appendix of the circular to bethe Shareholders of the Company on or before 24 August 2010)and confirmed, and that any Director be and is hereby authoristhe wordings of such principles as appropriate (such modificatiorequired to be approved by the Shareholders of the Company) ansuch documents and/or do all such acts as the Directors may, indiscretion, deem necessary or expedient and in the interest of tin order to effect the Issue of A Shares, comply with the changelaws and regulations, and satisfy the requirements (if any) of theauthorities, and to deal with other related issues arising from the adecision making principles on connected transactions of the Compa		mpany dated	28 June 2010
					on 16 August, the adoptionhe Companydespatched tobe approveded to modifyns will not bed execute alltheir absolutehe Companys in the PRCrelevant PRCdoption of theny;
			ders of theas the Direc
			t and in thecomply wituirements (iissues arisin
			ransactions
4	.	subject to the approval of the special resolof the extraordinary general meeting of th	utions (7) ane Company	d (8) as statedated 28 Jun	d in the noticee 2010 at the
		extraordinary general meeting of the Company to be held on 16and conditional upon the completion of the Issue of A Shares, ththe decision making principles on investments and operation of(details of which are set out in the appendix of the circular to bethe Shareholders of the Company on or before 24 August 2010)and confirmed, and that any Director be and is hereby authoristhe wordings of such principles as appropriate (such modificatiorequired to be approved by the Shareholders of the Company) ansuch documents and/or do all such acts as the Directors may, indiscretion, deem necessary or expedient and in the interest of tin order to effect the Issue of A Shares, comply with the changelaws and regulations, and satisfy the requirements (if any) of theauthorities, and to deal with other related issues arising from the adecision making principles on investments and operation of the Co		e held on 16A Shares, th	August 2010e adoption of
					the Companydespatched tobe approveded to modifyns will not bed execute alltheir absolutehe Companys in the PRCrelevant PRCdoption of thempany.
			y,t and in the interest of tcomply with the change
			uirements (if any) of theissues arising from the as and operation of the Co

Date: 2010 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 “ 3 ” 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 EGM other than those referred to in the notice(s) convening the EGM.

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 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 registered address at No.154, Jianshe Road, Luoyang, Henan Province, the PRC, or the Company’s H Share registrar, Hong Kong Registrars Limited at Shops 1712-1716, 17/F., 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 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. In the case of joint registered holders of any Shares, any one of such persons may vote at the EGM, 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 EGM, 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.

* For identification purposes only