First Tractor Company Limited — Proxy Solicitation & Information Statement 2020

Jul 7, 2020

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents for this notice.

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SUPPLEMENTAL NOTICE OF CLASS MEETING FOR HOLDERS OF H SHARES

This notice is supplemental to the notice dated 5 June 2020 (the “ Notice ”) of the a class meeting (the “ Class Meeting ”) for holders of H shares of First Tractor Company Limited (the “ Company ”) will 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 ”). Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 8 July 2020.

In order to facilitate the smooth implementation of the Proposed A Shares Issue, the proposal has been revised to remove the automatic extension to the validity period of the resolutions regarding the Proposed A Shares Issue. For further details, please refer to the supplemental announcement of the Company dated 7 July 2020.

As a result of the amendments to the proposal for the Proposed A Shares Issue, the resolutions as set out in the Notice will be revised. The full text of the resolutions as amended by the supplemental announcement dated 7 July 2020 to be considered and, if thought fit, passed by the holders of H Shares at the Class Meeting is set out as follows:

SPECIAL RESOLUTIONS

1. [deleted]

2. [deleted]

3. To consider and approve the resolution in relation to the subscription of A Shares under the Proposed A Shares Issue which constitutes connected transaction of the Company.

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1. To consider and approve the resolution in relation to the conditional A Shares Subscription Agreement entered into between the Company and YTO Group Corporation on 23 April 2020:

“THAT

the A Shares Subscription Agreement entered into between the Company and YTO Group Corporation on 23 April 2020 (pursuant to which the Company has conditionally agreed to issue and YTO Group Corporation has agreed to subscribe for 137,795,275 A Shares under the Proposed A Shares Issue at a total subscription price of RMB700,000,000) and the transactions contemplated therein are hereby approved, confirmed and ratified.”

1. [deleted]

2. To consider and approve the resolution in relation to the revised plan for the proposed non-public issuance of a total of 137,795,275 A Shares of the Company to YTO Group Corporation (the “ Proposed A Shares Issue ”):

“THAT

each of the following items in relation to the revised plan for the Proposed A Shares Issue be and is hereby approved, confirmed and ratified, and be implemented conditional upon approvals and/or authorisations having been obtained from the relevant authorities:

• (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;

• (x) Validity period of the resolution.”

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1. To consider and approve the resolution in relation to the revised proposal for the Proposed A Shares Issue.

2. To consider and approve the resolution in relation to the Specific Mandate to the Board to deal with matters related to Proposed A Shares Issue:

“ THAT

the Board be and is hereby granted a specific mandate to exercise powers of the Company to allot and issue 137,795,275 A Shares pursuant to the Proposed A Shares Issue to YTO Group Corporation at an issue price of RMB5.08 per A Share, and the Board be and is hereby authorised to do all acts and matters and sign, execute or deliver such documents (including the affixation of the common seal of the Company thereon) and take all such steps as the Board in its opinion deem necessary, desirable or expedient to implement or give effect to the Specific Mandate, where the scope of authorisation includes but is not limited to:

• (i) formulating and implementing the specific plan for the Proposed A Shares Issue according to the specific circumstances, and determining the target subscriber, issue price, number of A Shares to be issued, time of issue, starting and ending date of the issue, termination of the issue, method of subscription, subscription ratio and all other matters related to the Proposed A Shares Issue in accordance with the resolutions passed at the EGM;

• (ii) preparing and filing the application documents in relation to the Proposed A Shares Issue in accordance with the requirements of the China Securities Regulatory Commission (“ CSRC ”), and responding to the relevant questions, revising and supplementing the application documents based on the feedback from the CSRC’s audit department and the Issuance Examination Committee;

• (iii) handling matters relating to the establishment of special deposit account for raised funds;

• (iv) preparing, revising, supplementing, signing, submitting, reporting and executing all agreements and documents relating to the Proposed A Shares Issue in accordance with the relevant provisions of national laws, regulations and regulatory documents and resolutions of the EGM;

• (v) adjusting the specific arrangements for the use of proceeds within the scope of the resolutions of the EGM;

• (vi) adjusting the specific plan and matters relating to the Proposed A Shares Issue if laws, regulations, regulatory documents and CSRC’s policy on non-public issuance of shares, or the market conditions have changed, except for matters that require new resolutions of the EGM under the relevant laws, regulations and Articles of the Company;

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• (vii) after completion of the Proposed A Shares Issue, handling matters relating to registration, lock-up and listing of the A Shares issued under the Proposed A Shares Issue in the Shanghai Stock Exchange and China Securities Depository and Clearing Co., Ltd. Shanghai Branch;

• (viii) amending the relevant provisions in the Articles of the Company to reflect the Company’s new total share capital and share capital structure after the completion of the Proposed A Shares Issue in accordance with the situation of the Proposed A Shares Issue, reporting to the relevant governmental departments and supervision institutions for approval, and completing the procedure relating to the change in industrial and commercial registration;

• (ix) delegating to the chairman of the Board or other persons authorised by him to decide, handle and process all of the abovementioned matters relating to the Proposed A Shares Issue; and

• (x) handling other specific matters relating to the Proposed A Shares Issue except for those matters that require new resolutions of the EGM under the relevant laws, regulations and Articles of the Company, including but not limited to amending, supplementing and signing all agreements and documents related to the Proposed A Shares Issue.

The above authorisation shall be effective for 12 months from the date of the passing of the resolution at the EGM.”

(For details of the above resolutions, please refer to the announcements of the Company dated 23 April 2020 and 7 July 2020.)

By Order of the Board FIRST TRACTOR COMPANY LIMITED YU Lina Company Secretary

Luoyang, the PRC 8 July 2020

As at the date of this notice, the Board comprises Mr. Li Xiaoyu (Chairman), Mr. Cai Jibo (vice Chairman) and Mr. Liu Jiguo as executive Directors; Mr. Li Hepeng, Mr. Xie Donggang and Mr. Zhou Honghai as non-executive Directors; and Ms. Yang Minli, Ms. Wang Yuru and Mr. Edmund Sit as independent non-executive Directors.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this notice and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this notice have been arrived at after due and careful consideration and there are no other facts not contained in this notice, the omission of which would make any statement in this notice misleading.

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Notes:

1. As set out in the announcement of the Company dated 23 April 2020, it is one of the conditions precedent for the A Shares Subscription Agreement to take effect that Special Resolutions No. 4, No. 6, No. 7 and No. 8 above are passed by at least two-thirds of the votes cast on a poll by the Independent Shareholders (as defined in the said announcement) present either in person or by proxy at the EGM.

2. The register of members of the Company will be temporarily closed from 24 June 2020 to 23 July 2020 (both days inclusive) during which no transfer of H Shares of the Company will be registered in order to determine the list of holders of H Shares of the Company (the “ Shareholders ”) for attending the Class Meeting. The last lodgment for H Shares transfer should be made on 23 June 2020 at Hong Kong Registrars Limited by or before 4:30 p.m. The Shareholders or their proxies being registered before the close of business on 23 June 2020 are entitled to attend the Class Meeting by presenting their identity documents. The address of Hong Kong Registrars Limited, the H Shares registrar of the Company, is Shops 1712–1716, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

3. Each Shareholder having the rights to attend and vote at the Class Meeting is entitled to appoint one or more proxies (whether a Shareholder or not) to attend and vote on his behalf. Should more than one proxy be appointed by one Shareholder, such proxy shall only exercise his voting rights on a poll.

4. Shareholders can appoint a proxy by an instrument in writing (i.e. by using the revised proxy form which is issued by the Company on 8 July 2020). The said proxy form shall be signed by the person appointing the proxy or an attorney authorized by such person in writing. If the said proxy form is signed by an attorney, the power of attorney or other documents of authorization shall be notarially certified. To be valid, the revised proxy form and the notarially certified power of attorney or other documents of authorization must be delivered to the H Shares registrar of the Company, 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.

5. Shareholders who intend to attend the Class Meeting are requested to deliver the duly completed and signed reply slip for attendance to the Company’s registered and principal office in person, by post or by facsimile on or before 4:00 p.m., 3 July 2020.

6. Shareholders or their proxies shall present proofs of their identities upon attending the Class Meeting.

7. The Class Meeting is expected to last for less than one day. The Shareholders and proxies attending the Class Meeting shall be responsible for their own travelling and accommodation expenses.

8. The Company’s registered address:

No. 154 Jianshe Road, Luoyang, Henan Province, the PRC

Postal code: 471004 Telephone: (86379) 6496 7038 Facsimile: (86379) 6496 7438 Email: msc0038@ytogroup.com

• For identification purposes only

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