First Tractor Company Limited — Proxy Solicitation & Information Statement 2012

Apr 27, 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 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 2011 annual general meeting of the Company (the “ AGM ”) to be held at 9:00 a.m. on 15 June 2012 (Friday) 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.

(a joint stock company incorporated in the People’s Republic of China with limited liability)	(a joint stock company incorporated in the People’s Republic of China with limited liability)	(a joint stock company incorporated in the People’s Republic of China with limited liability)	(a joint stock company incorporated in the People’s Republic of China with limited liability)	(a joint stock company incorporated in the People’s Republic of China with limited liability)	(a joint stock company incorporated in the People’s Republic of China with limited liability)
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 Tra 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 2011 annual general meeting of the Company (
“AGM”) to be held at 9:00 a.m. on 15 June 2012 (Friday) at No. 154, Jianshe Road, Luoyang, Henan Province, the Peop Republic of China (the “PRC”) or any adjournment thereof to vote for me/us and in my/our name(s) as indicated below 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 2011.
	2.	To consider and approve the report of the board of supervisors of the Company for the year 2011.
	3.	To consider and approve the audited financial report of the Company for the year 2011.
	4.	To consider and approve the distribution proposal of the Company in respect of the dividend for the year ended 31 December 2011.
		Special Resolutions	For (Note 4)	Against (Note	4)
	1.	Subject to compliance with provisions under Chapters 14 and 14A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) in relation to, among other things, shareholders’ approval, and other relevant provisions of the Listing Rules, and the accumulated limit not exceeding 50% of the latest audited net assets value of the Company (consolidated financial statements), to authorize the Board to determine matters related to investments and execute relevant investment agreements and other
		relevant documents, such investment scope includes: (I) short-term investments, which refer to investments (ready to be realized at anytime) purchased by the Company and will be held for no more than one year (including one year), including shares, funds, bonds, etc; (II) long-term investments, which refer to all types of investments made by the Company which cannot be or are not ready to be realized within one year, including investments in bonds, equity interests and other investments, etc; (III) projects on mergers and acquisitions, assets disposals, etc; and to authorize the Board to determine (including but not limited to) (i) investment plans; (ii) targets to be invested in; (iii) actual investment amounts; (iv) actual investment methods (including by way of issuance of domestic shares or overseas listed foreign shares); (v) arrangement for actual time of investments, within the period from the date of convening 2011 annual general meeting to the date of convening 2012 annual general meeting or the effective date of the decision making principles on investments and operation approved at the extraordinary general meeting held on 20 September 2010, whichever is earlier.

	Special Resolutions	For (Note 4)	Against (Note 4)
2.	To approve the Company of placing, issuing or dealing with domestic shares and overseas listed foreign shares of the Company solely or jointly within the relevant period with an amount of no more than 20% of the issued shares of that class of shares of the Company as at the date of passing of this special resolution, provided that China Securities Regulatory Commission and the relevant governmental authorities granting the relevant approvals; and to authorize the Board to handle the matters in relation to such placement or issue and to make any necessary amendments as it considers appropriate to the Articles of Association of the Company, so as to reflect the changes in the structure of share capital of the Company resulting from such placement or issue of shares.
3.	To authorize the Board to declare an interim dividend to the shareholders of the Company for the half year ending 30 June 2012.

Date:

2012

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 the 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/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 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 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 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 AGM, 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 documents of authorization on your behalf, a notarially certified copy of that power of attorney or other documents of authorization 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 documents of authorization 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 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.

* For identification purposes only