First Tractor Company Limited — Proxy Solicitation & Information Statement 2017

Feb 15, 2017

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

Revised 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 (the “ EGM ”) to be postponed to be held at 2:30 p.m. on 3 March 2017, 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 EGM.

	Ordinary Resolutions	For(Note 4)	Against(Note 4)	Abstention(Note 4)
1.	the Second General Contracting 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), the terms and
	conditions thereof and the transaction contemplated thereunder, be
	and are hereby approved and confirmed; and
2.	any one of the Directors be hereby 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 Second General Contracting Agreement and to
	waive compliance from or make and agree such variations of a
	non-material nature to any of the terms of the Second General
	Contracting Agreement that may in their discretion consider to be
	desirable and in the interest of the Company and all the Directors’
	acts as aforesaid be hereby approved, ratified and confirmed.

• Details of the resolutions are set out in the revised notice of EGM dated 15 February 2017.

Signature [(Notes 5 and 6)] :

2017

Date:

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 revised proxy form relates in the space provided. If a number is inserted, this revised proxy form will be deemed to relate only to those Shares. If not, this revised 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 “✓” 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 revised proxy form must be signed by you or your attorney duly authorised in writing. Corporations must execute this revised 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/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 revised 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 revised 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 (the “ Closing Time ”).

8. Completion and deposit of this revised 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. Shareholders who have lodged the proxy form despatched on 4 January 2017 (the “ Original Proxy Form ”) with the Company prior to the date of the revised notice of EGM of this Company (i.e. 15 February 2017) should note that:

11. (i) If no revised proxy form is lodged with the Company’s registered address in the PRC or the Company’s H Share Registrar, Hong Kong Registrars Limited, prior to the Closing Time, the Original Proxy Form will be treated as a valid form of proxy lodged by him or her if correctly completed and signed and returned in accordance with the instructions printed thereon. The proxy appointed by the Shareholder will be entitled to vote at his/her discretion or abstain on any resolution properly proposed to the EGM.

12. (ii) If this revised proxy form is lodged with the Company’s registered address in the PRC or the Company’s H Share Registrar, Hong Kong Registrars Limited, prior to the Closing Time, this revised proxy form will revoke and supersede the relevant Original Proxy Form previously lodged by him or her. This revised proxy form will be treated as a valid form of proxy lodged by such Shareholder if correctly completed and signed and returned in accordance with the instructions printed thereon.

13. (iii) If the duly completed and signed revised proxy form is lodged with the Company’s registered address in the PRC or the Company’s H Share Registrar, Hong Kong Registrars Limited, after the Closing Time, this revised proxy form will be invalid. However, it will revoke the Original Proxy Form previously lodged by such Shareholder, and any vote that may be cast by the purported proxy (whether appointed under the Original Proxy Form or this revised proxy form) will not be counted in any poll which will be taken on any proposed resolution.

* For identification purposes only