First Tractor Company Limited — Proxy Solicitation & Information Statement 2012

Dec 21, 2012

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(a joint stock 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 (the “ EGM ”) to be held at 9:00 a.m. on 18 February 2013 (Monday) 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	Ordinary Resolutions	For(Note 4)	Against(Note 4)	Abstention(Note 4)
1.	To consider and approve the resolution in relation to provision of guarantees for the agricultural machines Dealers under the trade finance business by the Company. (Provided that the relevant requirements of the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, relevant requirements of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (including but not limited to Chapters 14 and 14A) and other relevant requirements are complied with, the Company be hereby approved to provide guarantees for the agricultural machines Dealers under the trade finance business with a total amount of not more than RMB1,106 million; the validity period of the aforesaid guarantees is from 18 February 2013 to the date of convening the 2013 annual general meeting of the Company.)

Ordinary Resolutions	Ordinary Resolutions	For(Note 4)	Against(Note 4)	Abstention(Note 4)
2.	To consider and approve the resolution in relation to provision of guarantees by the Company in relation to the financing provided by financial institutions to the Company’s subsidiary, YTO (Luoyang) Forklift Company Limited. (Provided that the relevant requirements of the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, relevant requirements of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (including but not limited to Chapters 14 and 14A) and other relevant requirements are complied with, the Company be hereby approved to provide guarantees in relation to the financing provided by financial institutions to the Company’s subsidiary, YTO (Luoyang) Forklift Company Limited, with a total amount of not more than RMB5 million; the validity period of the aforesaid guarantees is from 18 February 2013 to the date of convening the 2013 annual general meeting of the Company.)

Date:

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/her 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 you wish to abstain from voting on a resolution, place a “A” in the column marked “ABSTENTION”. If no indication is given, the proxy will vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the notice(s) convening the EGM.

5. This 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 authorized 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/her 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 Shares 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 members of the Company in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.

10. Unless otherwise indicated, capitalized terms used here in shall have the same meanings as those defined in the announcement of the Company dated 21 December 2012.

* For identification purposes only