First Tractor Company Limited — Proxy Solicitation & Information Statement 2020

Jul 7, 2020

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Revised Proxy Form for Attendance at the Class Meeting for Holders of H Shares

I/We[(Note 1)] of being the registered holder(s) of[(Note 2)] H 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 class meeting for holders of H shares of the Company (the “ Class Meeting ”) to be held at 3:30 p.m. (or immediately after the class meeting for holders of A shares of the Company to be convened and held on the same date and at the same place) on 24 July 2020 (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 Class Meeting.

	SPECIAL RESOLUTIONS	For (Note 4)	Against (Note 4)	Abstention (Note 4)
1.	[deleted]
2.	[deleted]
3.	To consider and approve the resolution in relation to thesubscription of A Shares under the Proposed A Shares Issue whichconstitutes connected transaction of the Company.
4.	To consider and approve the resolution in relation to theconditional A Shares Subscription Agreement entered into betweenthe Company and YTO Group Corporation on 23 April 2020.
5.	[deleted]
6.	To consider and approve the resolution in relation to the revised planfor the proposed non-public issuance of a total of 137,795,275 AShares of the Company to YTO Group Corporation (the “Proposed AShares Issue”):
	(i)Class and par value of A Shares to be issued;
	(ii)Method and time of issue;
	(iii)Target subscriber and method of subscription;
	(iv)Pricing Benchmark Date, issue price and pricing principles;
	(v)Number of A Shares to be issued;
	(vi)Amount and use of proceeds;
	(vii)Lock-up period;
	(viii) Place of listing;
	(ix)Distribution of retained profit; and
	(x)Validity period of the resolution.

	SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	For (Note 4)	Against (Note 4)	Abstention (Note 4)
7.		To consider and approve the resolution in relation to the revisedproposal for the Proposed A Shares Issue.
8.		To consider and approve the resolution in relation to the SpecificMandate to the Board to deal with matters related to Proposed AShares Issue.
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 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 H Shares. If not, this revised 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 “✔” 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 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 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 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 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 Class Meeting or any adjournment thereof.

8. Completion and deposit of this revised 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.

10. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the announcements of the Company dated 23 April 2020 and 7 July 2020.

11. IMPORTANT: The registered holder(s) of H Shares should note that the proxy form for attendance at the Class Meeting issued by the Company on 5 June 2020 (the “ Original Proxy Form ”) was revoked and replaced by this revised proxy form and the purported proxy so appointed or to be appointed (if applicable) by the Original Proxy Form will not be counted in any poll which will be taken on a proposed resolution. Accordingly, registered holders of H Shares are requested to complete this revised proxy form and lodge the same in accordance with the instructions set out in note 7 above.

• For identification purposes only