First Tractor Company Limited — Proxy Solicitation & Information Statement 2019

Oct 11, 2019

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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)] 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 held at 2:30 p.m. on 29 November 2019, 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	Ordinary Resolutions	Ordinary Resolutions	Ordinary Resolutions	For(Note 4)	For(Note 4)	Against(Note 4)	Abstention(Note 4)	Abstention(Note 4)
1.	To approve and confirm the proposed amendments to the Rules ofProcedures for Shareholders’ Meetings.
		o approve and confirm the proposed amendments to the Rules ofrocedures for Shareholders’ Meetings.
2.	TP	o approve and confirm the proposed amendments to the Rules of
		rocedures for Board Meetings.
3.	TP	o approve and confirm the proposed amendments to the Rules ofrocedures for Supervisory Committee.
4.	TsuSO	o approve the appointment of Mr. Zhang Hongsheng to be apervisor (non-staff representative supervisor) of the Eighthupervisory Committee for a term from 29 November 2019 to 28ctober 2021.
5.	To approve, ratify and confirm the conditional agreement (a copyof which has been produced to the EGM marked “1” and signed bythe chairman of the EGM for the purpose of identification) enteredinto by the Company with YTO Group Corporation for the disposalof 100% equity interest in一拖（新疆）東方紅裝備機械有限公司(YTO (Xinjiang) Dongfanghong equipment Machinery Co., Ltd.*).	o approve, ratify and confirm the conditional agreement (a copywhich has been produced to the EGM marked “1” and signed bye chairman of the EGM for the purpose of identification) entered
6.	To approve, ratify and confirm the conditional agreement (a copyof which has been produced to the EGM marked “2” and signed bythe chairman of the EGM for the purpose of identification) enteredinto by洛陽拖拉機研究所有限公司(Luoyang Tractor ResearchInstitute Co., Ltd.), a 51%-owned subsidiary of the Company, withYTO Group Corporation for the disposal of 100% equity interestin洛陽西苑車輛與動力檢驗所有限公司(Luoyang Xiyuan vehicleand Power Inspection Institute Co., Ltd.).
			rman of the EGM for the purpose of identification) entered 洛陽拖拉機研究所有限公司(Luoyang Tractor ResearchCo., Ltd.*), a 51%-owned subsidiary of the Company, withou Cororation for the disosal of 100% euit interest
			p p p qy西苑車輛與動力檢驗所有限公司(Luoyang Xiyuan vehicleer Inspection Institute Co., Ltd.*).

Special Resolution	Special Resolution	For(Note 4)	Against(Note 4)	Abstention(Note 4)
1.	To approve and confirm the proposed amendments to the Articlesof Association of the Company, and to authorise the Board to revisethe wordings of such amendments as appropriate (no approvalfrom the Shareholders is required for such revision), and executerelevant documents and/or take all relevant actions as it considersnecessary or expedient and in the interest of the Company to effectthe proposed amendments, to comply with the PRC laws andregulations and meet the requirements of the relevant regulatoryauthorities of the PRC (if any), and deal with other mattersarising from the amendments to the Articles of Association of theCompany.

Date:

2019 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 “✓” 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 by you on the proxy form, the proxy will vote or abstain from voting 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 17M Floor, 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.

• For identification purposes only