First Tractor Company Limited — Proxy Solicitation & Information Statement 2010

Jun 28, 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)] 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 Monday, 16 August 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.

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

	Ordinary Resolutions	For (Note 4)	Against (Note 4)
1.	the Sale and Purchase Agreement (a copy of which has been produced to theEGM marked “1” and signed by the chairman of the EGM for the purposeof identification), and the terms and conditions thereof and the transactionscontemplated thereunder and the implementation thereof be and are herebyapproved and confirmed;
2.	the Loan Agreement (a copy of which has been produced to the EGM marked“2” and signed by the chairman of the EGM for the purpose of identification),and the terms and conditions thereof and its proposed cap amounts and thetransaction contemplated thereunder and the implementation thereof be and arehereby approved and confirmed;
3.	the Bills Discounting Agreement (a copy of which has been produced to theEGM marked “3” and signed by the chairman of the EGM for the purposeof identification), and the terms and conditions thereof and its proposed capamounts and the transaction contemplated thereunder and the implementationthereof be and are hereby approved and confirmed;
4.	the Bills Acceptance Agreement (a copy of which has been produced to theEGM marked “4” and signed by the chairman of the EGM for the purposeof identification), and the terms and conditions thereof and its proposed capamounts and the transaction contemplated thereunder and the implementationthereof be and are hereby approved and confirmed;

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			Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	For (Note 4)	For (Note 4)	Against (Note 4)	Against (Note 4)
	5.		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 orauthorise doing all such acts, matters and things as they may in their discretionconsider necessary, expedient or desirable to give effect to and implement theSale and Purchase Agreement, Loan Agreement, Bills Discounting Agreementand Bills Acceptance Agreement and to waive compliance from or make andagree such variations of a non-material nature to any of the terms of the Sale andPurchase Agreement, Loan Agreement, Bills Discounting Agreement and BillsAcceptance Agreement they may in their discretion consider to be desirable andin the interests of the Company and all the Directors’ acts as aforesaid be herebyapproved, ratified and confirmed;
			, ,and Bills Acceptance Agreement and to waive coagree such variations of a non-material nature to anPurchase Agreement, Loan Agreement, Bills DiscAcceptance Agreement they may in their discretionin the interests of the Company and all the Directorapproved, ratified and confirmed;
	6.		the appointment of Mr. Zhang Qiusheng as the independent non-executiveDirector be and is hereby approved and confirmed;
			Special Resolutions							F(Note 4)		Against (Note 4)
										or
	7.		upon obtaining the approvals from the CSRC and the other relevant regulatoryauthorities in the PRC, the allotment and issue of A Shares by the Companyand each of the terms and conditions of the Issue of A Shares be approved andconfirmed;(please refer to the notice of the EGM for the full text of the relevantresolution)
			resolution)
	8.		s	ubject to the approval of the special resolution (7)			bove and conditional upon
								f h I	f A
			o aotaa	btaining the approval from the CSRC and the coShares, the proposed amendments to the Articles of Are set out in the appendix of the circular to be desf the Company on or before 20 July 2010) be aphat any Director be and is hereby authorised to mmendments as appropriate (such amendmentspproved by the Shareholders of the Company) and
									e owhicholdersd, andf suchto be
						an			mentsdeemect thes, and
			a	nd/or do all such acts as the Directors may, in		thei
			nI	ecessary or expedient and in the interest of thessue of A Shares, comply with the changes in th
			so	atisfy the requirements (if any) of the relevant Pther related issues arising from the amendments		RC authorities, and to deto the Articles of Associa			al withtion of
			t	he Company;
	9.		s	ubject to the appro	val of the special resolutio		ns (7) and (8) above andShares, the adoption of thepany (details of which arehed to the Shareholders ofed and confirmed, and thatthe wordings of such rules	and (8) above andthe adotion of the
			crsta	onditional upon theules of procedures foet out in the appendihe Company on or bny Director be and i	completion of the Issue of Ar general meetings of the Comx of the circular to be despatcefore 20 July 2010) be approvs hereby authorised to modify
									ch areers ofd thath rules
			a	s appropriate (such modifications will not be		requ			by thedo all
				hareholders of the Coman and execute all
			se tr	pyuch acts as the Directors may, in their absolutxpedient and in the interest of the Company iShares, comply with the changes in the PRC lahe requirements (if any) of the relevant PRC auelated issues arising from the adoption of themeetings of the Company;					ary ore of Asatisfyothereneral

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			Special Reso	lutions		For (Note 4)		Against (Note 4)
	1	0.	subject to the approval of the special rconditional upon the completion of the Isrules of procedures for the Board meetingare set out in the appendix of the circularof the Company on or before 20 July 201that any Director be and is hereby author	esolutionsue of A Ss of the Cto be despa0) be apprised to mo	s (7) and (8) above andhares, the adoption of theompany (details of whichtched to the Shareholdersoved and confirmed, anddify the wordings of such
			rules as appropriate (such modifications wthe Shareholders of the Company) and exall such acts as the Directors may, in theiror expedient and in the interest of the ComShares, comply with the changes in the Pthe requirements (if any) of the relevant Prelated issues arising from the adoption ofmeetings of the Company;	ill not be reecute all sabsolute dpany in ordRC laws anRC authoritthe rules of	quired to be approved byuch documents and/or doiscretion, deem necessary
					er to effect the Issue of Ad regulations, and satisfyies, and to deal with otherprocedures for the Board
	1	1.	subject to the approval of the special resolutupon the completion of the Issue of A Sprocedures for the supervisory committeeset out in the appendix of the circular to bthe Company on or before 20 July 2010)any Director be and is hereby authorised t	ions (7) andhares, theof the Come despatchbe approveo modify t	(8) above and conditionaladoption of the rules ofpany (details of which areed to the Shareholders ofd and confirmed, and thathe wordings of such rules
			as appropriate (such modifications will noShareholders of the Company) and execu	t be requirte all such	ed to be approved by thedocuments and/or do all
			such acts as the Directors may, in their abexpedient and in the interest of the CompShares, comply with the changes in the Pthe requirements (if any) of the relevant	solute discany in ordeRC laws anPRC auth	retion, deem necessary orr to effect the Issue of Ad regulations, and satisfyorities, and to deal with
			other related issues arising from the adoptsupervisory committee of the Company;	on of the r	ules of procedures for the
	1	2.	subject to the approval of the special rconditional upon the completion of the Ismanaement rinciles on external uaran	esolutionsue of A See of the C	s (7) and (8) above andhares, the adoption of theoman (details of which
			g pp gare set out in the appendix of the circularof the Company on or before 20 July 201that any Director be and is hereby authorprinciples as appropriate (such modificationby the Shareholders of the Company) andall such acts as the Directors may, in theiror expedient and in the interest of the Com	to be despa0) be apprised to mos will not bexecute allabsolute dpany in ord	pytched to the Shareholdersoved and confirmed, anddify the wordings of suche required to be approvedsuch documents and/or doiscretion, deem necessaryer to effect the Issue of A
			Sh l ith th h i th P	C l	d lti d tif
			ares, compy w e canges n ethe requirements (if any) of the relevant Prelated issues arising from the adoption of tguarantee of the Company;	aws aRC authorithe manage	reguaons, an sasyies, and to deal with otherment principles on external
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	Special Resolutions	Special Resolutions	For (Note 4)	Against (Note 4)	Against (Note 4)
13.	subject to the approval of the special resolutions (7) and (8) above andconditional upon the completion of the Issue of A Shares, the adoption of themanagement principles on use of proceeds of the Company (details of whichare set out in the appendix of the circular to be despatched to the Shareholdersof the Company on or before 20 July 2010) be approved and confirmed, andthat any Director be and is hereby authorised to modify the wordings of suchprinciples as appropriate (such modifications will not be required to be approvedby the Shareholders of the Company) and execute all such documents and/or doall such acts as the Directors may, in their absolute discretion, deem necessaryor expedient and in the interest of the Company in order to effect the Issue of AShares, comply with the changes in the PRC laws and regulations, and satisfythe requirements (if any) of the relevant PRC authorities, and to deal with otherrelated issues arising from the adoption of the management principles on use ofproceeds of the Company;
		to be approvedents and/or doeem necessarythe Issue of Ans, and satisfydeal with otheriples on use of
14.	subject to the approval of the CSRC on the Issue of A Shares arequirements of the CSRC, Stock Exchange, Shanghai Stock Exchlaws and regulations in the PRC, the listing of 443,910,000 Dcurrently held by YTO on the Shanghai Stock Exchange (“LiShares”) be and is hereby approved; and the Board be and is hewith full power (including power to sub-authorize) to take all neand/or sign any documents in connection with the Listing of thesdo all related matters in accordance with the relevant requirementStock Exchange and Shanghai Stock Exchange and other laws anthe PRC.	nd the relevantange and otheromestic Sharessting of thesereby authorizedcessary actionse Shares and tos of the CSRC,d regulations in

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 by not less than 24 hours before the time scheduled for the holding of the EGM or any adjournment thereof.

8. 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.

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

10. 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

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