First Tractor Company Limited — Proxy Solicitation & Information Statement 2020

Jun 5, 2020

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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 2:15 p.m. 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 EGM.

		roxy Form for Attendance at the Extraorof	roxy Form for Attendance at the Extraorof	dinary General	dinary General	Meeting	Meeting	Meeting
		ed holder(s) of(Note 2)shares of(the “Company”), hereby appoint the Chairman of the Meeti		RMB1.00 each in the shng or(Note 3)		are capital of First Trac
		attend and vote for me/us and on my/our behalf at the extraorp.m. on 24 July 2020 (Friday) at No. 154 Jianshe Road, Luoyy adjournment thereof to vote for me/us and in my/our namer matters required to be dealt with at the EGM.		dinary general meeting ofang, Henan Province, thee(s) as indicated below		the Company (the “EGPeople’s Republic of Chin respect of the follow
		ORDINARY RESOLUTIONS		For(Note 4)	Agains	t(Note 4)	Abstention(Not	e 4)
1.	To consCompanypublic isCompanyagreemeCompanyIssue").	ider and approve the resolution in relation to the’s compliance with the conditions of the proposed non-suance of a total of 137,795,275 new A Shares of theto YTO Group Corporation pursuant to a subscriptionnt dated 23 April 2020 and entered into between theand YTO Group Corporation (the "Proposed A Shares
2.	To consiof currentadoption	der and approve the resolution in relation to the dilutionreturn as a result of the Proposed A Shares Issue and theof remedial measures.
3.	To consider and approve the resolution in relation to undertakingsby the controlling shareholder, actual controller, directors andsenior management of the Company to the implementation of theremedial measures.	er and approve the resolution in relation to undertakingsntrolling shareholder, actual controller, directors andanagement of the Company to the implementation of the
4.	To consider and approve the resolution in relation to theshareholders’ returnplan for the next threeyears of the Company.
5.	To consider and approve the resolution that the Company is notrequired toprepare the report on the use of thepreviousproceeds.
6.	To consider and approve the resolution in relation to theformulation of the WorkingRules of Independent Directors.
7.	To consider and approve the resolution in relation to the proposedamendments to the Decision Making Principles on Investments.
	SPECIAL RESOLUTIONS		For(Note 4)		Against(Note 4)		Abstention(Note 4)
1.	To consider and approve the resolution in relation to the plan forthe Proposed A Shares Issue:
	(i)Class andpar value of A Shares to be issued;
	(ii)Method and time of issue;
	(iii)Target subscriber and method of subscription;
	(iv)PricingBenchmark Date, issueprice andpricing principles;
	(v)Number of A Shares to be issued;
	(vi)Amount and use ofproceeds;
	(vii)Lock-up period;
	(viii) Place of listing;
	(ix)Distribution of retainedprofit; and
	(x)Validity period of the resolution.

SPECIAL RESOLUTIONS	SPECIAL RESOLUTIONS	For(Note 4)	Against(Note 4)	Abstention(Note 4)
2.	To consider and approve the resolution in relation to the proposalfor the Proposed A Shares Issue.
3.	To consider and approve the resolution in relation to the feasibilityanalysis report on the use of proceeds from the Proposed A SharesIssue.
4.	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.
5.	To consider and approve the resolution in relation to theconditional A Share Subscription Agreement entered into betweenthe Companyand YTO GroupCorporation on 23 April 2020.
6.	To consider and approve the resolution in relation to the SpecificMandate to the Board to deal with matters related to Proposed AShares Issue.
7.	To consider and approve the resolution in relation to the applicationfor the Whitewash Waiver.
8.	To consider and approve the resolution in relation to the applicationof the waiver in respect of the general offer obligation over the AShares by YTO Group Corporation to be triggered as a result of theProposed A Shares Issue under the relevant laws and regulations inthe PRC.

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 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, 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 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.

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 5 June 2020.

• For identification purposes only