First Tractor Company Limited — Proxy Solicitation & Information Statement 2021

Sep 15, 2021

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.

==> picture [416 x 95] intentionally omitted <==

NOTICE OF 2021 FIRST CLASS MEETING FOR HOLDERS OF H SHARES

NOTICE IS HEREBY GIVEN THAT the 2021 first class meeting (the “ Class Meeting ”) for holders of H Shares of First Tractor Company Limited (the “ Company ”) will be held at 2:00 p.m. (or immediately after the 2021 second extraordinary general meeting and the 2021 first 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 2 November 2021 (Tuesday) at No. 154 Jianshe Road, Luoyang, Henan Province, the People’s Republic of China (the “ PRC* ”) for the purpose of considering and, if thought fit, passing the following resolutions:

RESOLUTIONS

1. To consider and approve the resolution regarding the amendments to the Articles of Association

2. To consider and approve the resolution regarding the amendments to the Rules of Procedures for the Shareholders’ Meetings

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

Luoyang, the PRC 16 September 2021

As at the date of this notice, the Board comprises Mr. Li Xiaoyu (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.

– 1 –

Notes:

1. The register of members of the Company will be temporarily closed from 2 October 2021 to 2 November 2021 (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 30 September 2021 at Hong Kong Registrars Limited by or before 4:00 p.m. The Shareholders or their proxies being registered before the close of business on 26 October 2021 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.

2. 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/her behalf. Should more than one proxy be appointed by one Shareholder, such proxy shall only exercise his/her voting rights on a poll.

3. Shareholders can appoint a proxy by an instrument in writing (i.e. by using the Proxy Form enclosed). The Proxy Form shall be signed by the person appointing the proxy or an attorney authorized by such person in writing. If the Proxy Form is signed by an attorney, the power of attorney or other documents of authorization shall be notarially certified. To be valid, the 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.

4. 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., 13 October 2021.

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

6. Pursuant to the Articles of Association of the Company, resolutions of the Class Meeting shall be passed by more than two thirds of the voting rights held by the Shareholders present at 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

– 2 –