First Tractor Company Limited — Proxy Solicitation & Information Statement 2021

Sep 15, 2021

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Proxy Form for Attendance at the 2021 Second 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 2021 Second Extraordinary General Meeting of the Company (the “ EGM ”) to be held at 2:00 p.m. on 2 November 2021 (Tuesday) 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	ORDINARY RESOLUTIONS	For(Note 4)	Against(Note 4)	Abstention(Note 4)
1.00	To consider and approve the continuing connected transactions for 2022 to 2024 of the Company
1.01	The Material Procurement Agreement for 2022 to 2024 entered into between the Company and YTO Group Corporation and annual transaction cap amounts for each year
1.02	The Sale of Goods Agreement for 2022 to 2024 entered into between the Company and YTO Group Corporation and annual transaction cap amounts for each year
1.03	The Loan Service Agreement for 2022 to 2024 entered into between China First Tractor Group Finance Company Limited and YTO Group Corporation and annual transaction cap amounts for each year
1.04	The Bills Discounting Service Agreement for 2022 to 2024 entered into between China First Tractor Group Finance Company Limited and YTO Group Corporation and annual transaction cap amounts for each year
1.05	The Bills Acceptance Service Agreement for 2022 to 2024 entered into between China First Tractor Group Finance Company Limited and YTO Group Corporation and annual transaction cap amounts for each year
1.06	The Interbank Business Services Agreement for 2022 to 2024 entered into between China First Tractor Group Finance Company Limited and Sinomach Finance Co., Ltd. and annual transaction cap amounts for each year
1.07	The Composite Services Agreement for 2022 to 2024 entered into between the Company and YTO Group Corporation and annual transaction cap amounts for each year
1.08	The Energy Procurement Agreement for 2022 to 2024 entered into between the Company and YTO Group Corporation and annual transaction cap amounts for each year
1.09	The Properties Lease Agreement for 2022 to 2024 entered into between the Company and YTO Group Corporation and annual transaction cap amounts for each year
1.10	The Land Lease Agreement for 2022 to 2024 entered into between the Company and YTO Group Corporation and annual transaction cap amounts for each year

	ORDINARY RESOLUTIONS	For(Note 4)	Against(Note 4)	Abstention(Note 4)
1.11	The Deposit Service Agreement for 2022 to 2024 entered into
	between China First Tractor Group Finance Company Limited and
	YTO Group Corporation and annual transaction cap amounts for
	each year
1.12	Any one of the Directors or other person be hereby authorised for
	and on behalf of the Company, to sign, confirm, execute, perfect
	the above connected transaction agreements, and agree non-material
	amendments to the above connected transaction agreements if it is
	in the interest of the Company
2.00	To consider and approve the resolution regarding the increase in the
	cap amount of the 2021 ordinary connected transactions between
	the Company and ZF YTO (Luoyang) Drive Axle Company Limited
2.01	The increase in cap amount of the 2021 connected transaction under
	the Sales Framework Agreement
2.02	The increase in cap amount of the 2021 connected transaction under
	the Procurement Framework Agreement
2.03	The increase in cap amount of the 2021 connected transaction under
	the Technologies License Agreement
	SPECIAL RESOLUTION	For(Note 4)	Against(Note 4)	Abstention(Note 4)
3	To consider and approve the resolution regarding the amendments
	to the Articles of Association
	ORDINARY RESOLUTIONS	For(Note 4)	Against(Note 4)	Abstention(Note 4)
4	To consider and approve the resolution regarding the amendments
	to the Rules of Procedures for the Shareholders’ Meetings
5	To consider and approve the resolution regarding the amendments
	to the Rules of Procedures of the Board Meetings

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 (as far as A Shareholders are concerned), or the Company’s H Shares registrar, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (as far as H Shareholders are concerned) 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 25 August 2021 and 15 September 2021.

11. For identification purposes only