First Tractor Company Limited — Proxy Solicitation & Information Statement 2013

Aug 27, 2013

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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 H Shares Class 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

H 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 H shares class meeting of the Company (the “ Class Meeting ”) to be held at 9:40 a.m. on 15 October 2013 (Tuesday) 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 resolution and other matters required to be dealt with at the Class Meeting.

	(a joint sto	(a joint sto	ck company incorporated in the People’s Republic of China with limited liability)	ck company incorporated in the People’s Republic of China with limited liability)	ck company incorporated in the People’s Republic of China with limited liability)	ck company incorporated in the People’s Republic of China with limited liability)	ck company incorporated in the People’s Republic of China with limited liability)	ck company incorporated in the People’s Republic of China with limited liability)	ck company incorporated in the People’s Republic of China with limited liability)	ck company incorporated in the People’s Republic of China with limited liability)
	Proxy Form for AWe_(Note 1)_		ttendance at the H Shares Class Meetinof			g			t TractorMeeting”)
	ing the registered holder(s) of_(Note 2)_mpany Limited (the “Company”), hereby appoint		H shares of RMB1.00 each in the shthe Chairman of the Meeting or_(Note 3)_			a	re capital of Firs
	my/our proxy to attend and vote for me/us and onbe held at 9:40 a.m. on 15 October 2013 (Tuesdaye “PRC”) or any adjournment thereof to vote ford other matters required to be dealt with at the Clas		my/our behalf at the H shares class meeting of the Com) at No.154, Jianshe Road, Luoyang, Henan Province, theme/us and in my/our name(s) as indicated below in respecs Meeting.			paPt	ny (the “Classeople’s Republicof the following r
									of Chinaesolution
									ion (Note 4)
		SPECIAL RESOLUT	ION	For (Note 4)	Agains	t (	Note 4)	Abstent	ion (Note 4)
1.	.	To authorize the board (the “Board”) of directCompany to repurchase H shares of the Compato the following conditions:(a) subject to paragraphs (b), (c) and (d) below(as defined in paragraph (e) below), thepowers of the Company to repurchase H S	ors (the “Directors”) of theny (the “H Shares”) subject, during the Relevant PeriodBoard may exercise all thehares in issue on The Stock
		Exchange of Hong Kong Limited (the “Stand in accordance with all applicable lawor requirements of the governmental or regthe PRC the Stock Exchange or of any othe	ock Exchange”), subject tos, rules and regulations and/ulatory body of securities inr governmental or regulatory
		,body be and is approved;b Th hii i f h h f H Sh h Bd
		() e autorzaton n respect o te repurcase o ares to te oarincludes but not limited to:
		(i) formulate and implement specific repurchase proposal, includingbut not limited to the repurchase price and repurchase amount, anddecide the timing of repurchase and time limit;(ii) notify the creditor(s) of the Company and publish announcement(s)in accordance with the Company Law of the PRC and the Articles ofAssociation of the Company;
		(iii) open offshore securities account and attend relevant registrationprocedures for foreign exchange;(iv) implement the relevant approval procedures pursuant to therequirements of the regulatory authorities and the listing places, andreport to the China Securities Regulatory Commission;(v) attend the cancellation matters in respect of the repurchased shares,reduce the registered capital, amend the Articles of Associationof the Company in relation to the total share capital amount andshareholding structure, and attend the relevant required domestic andoverseas registration and reporting procedures; and(vi) execute and handle all other relevant documents and matters inrelation to the share repurchase;

	SPECIAL RESOLUTION	SPECIAL RESOLUTION	For (Note 4)	Against (Note 4)	Abstention (Note 4)
	(c) the aggregate nominal value of H Shares authorized to be repurchasedpursuant to the approval in paragraph (a) above during the RelevantPeriod shall not exceed 10 per cent of the aggregate nominal value of HShares in issue as at the date of the passing of this resolution;(d) the approval in paragraph (a) above shall be conditional upon:(i) the passing of a special resolution in the same terms as the resolutionset out in this paragraph (except for this sub-paragraph (d)(i)) atthe extraordinary general meeting of the Company to be held on15 October 2013 (or on such adjourned date as may be applicable)and at the class meeting for holders of A shares of the Company tobe held on 15 October 2013 (or on such adjourned date as may beapplicable); and(ii) the approval of the State Administration of Foreign Exchange ofthe PRC and/or any other regulatory authorities as may be requiredby the laws, rules and regulations of the PRC being obtained by theCompany if appropriate;(e) for the purpose of this special resolution, “Relevant Period” means theperiod from the passing of this special resolution until whichever is theearlier of:(i) the conclusion of the next annual general meeting following thepassing of this special resolution;(ii) the expiry of a period of twelve months following the passing of thisspecial resolution; or(iii) the date on which the authority set out in this special resolutionis revoked or varied by a special resolution of the members ofthe Company in any general meeting or by a special resolution ofholders of H Shares or holders of A shares of the Company at theirrespective class meetings.
		15 October 2013 (or on such adjourned date as may be applicable)and at the class meeting for holders of A shares of the Company tobe held on 15 October 2013 (or on such adjourned date as may beapplicable); and(ii) the approval of the State Administration of Foreign Exchange ofthe PRC and/or any other regulatory authorities as may be requiredby the laws, rules and regulations of the PRC being obtained by theCompany if appropriate;for the purpose of this special resolution, “Relevant Period” means theperiod from the passing of this special resolution until whichever is theearlier of:(i) the conclusion of the next annual general meeting following thepassing of this special resolution;(ii) the expiry of a period of twelve months following the passing of thisspecial resolution; or(iii) the date on which the authority set out in this special resolutionis revoked or varied by a special resolution of the members ofthe Company in any general meeting or by a special resolution ofholders of H Shares or holders of A shares of the Company at theirrespective class meetings.

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 of H shares of the Company (“ H 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 H Shares. If not, this proxy form will be deemed to relate to all the H 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 Class Meeting 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 Class Meeting other than those referred to in the notice(s) convening the Class Meeting.

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 Class Meeting, 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 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 Class Meeting or any adjournment thereof.

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

9. In the case of joint registered holders of any H Shares, any one of such persons may vote at the Class Meeting, either personally or by proxy, in respect of H Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the Class Meeting, 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 H Shares shall be accepted to the exclusion of the votes of the other joint registered holders.

* For identification purposes only