First Tractor Company Limited — Proxy Solicitation & Information Statement 2019

Apr 4, 2019

==> picture [391 x 48] intentionally omitted <==

(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	I/We(Note 1) of	I/We(Note 1) of	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 3:00 p.m. on 25 April 2019, Thursday, 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.	To approve the appointment of Mr. Li Xiaoyu to be an executive
			Director of the Eighth Board from 25 April 2019 to 28 October
			2021.
		2.	To approve the appointment of Mr. Liu Jiguo to be an executive
			Director of the Eighth Board from 25 April 2019 to 28 October
			2021.
		3.	To approve the appointment of Mr. Cai Jibo to be an executive
			Director of the Eighth Board from 25 April 2019 to 28 October
			2021.

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 3:00 p.m. on 25 April 2019, Thursday, 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.

Signature[(Notes 5 and 6)] :

2019

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. Cumulative voting will be adopted for resolution numbers 1 to 3. As at the share registration date, the total votes of each shareholder held will be equivalent to the number of shares that shareholder holds multiplied by the number of the proposed Directors (3 persons). The shareholder can use his/her votes to vote for one or more person(s). If no indication is given by you on the revised 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 revised proxy form must be signed by you or your attorney duly authorized in writing. Corporations must execute this revised 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 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 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 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. For identification purposes only