First Tractor Company Limited — Proxy Solicitation & Information Statement 2022

May 30, 2022

==> picture [314 x 86] intentionally omitted <==

Proxy Form Applicable for the 2022 Extraordinary General Meeting

I/We[(Note][1)]

of

being the registered holder(s) of[(Note][2)] shares 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 2022 Extraordinary General Meeting of the Company (the ‘‘EGM’’) to be held at 2:30 p.m. on 16 June 2022, Thursday, 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 Restructuring Transactions of theCompany
	1.01	The Disposal and the disposal agreement entered into betweenYTO Finance and Sinomach Finance dated 29 March 2022
	1.02	The Capital Increase and the investment agreement entered intobetween the Company and Sinomach Finance dated 29 March 2022(as revised and supplemented by the supplemental investmentagreement entered into between the same parties on 27 May 2022)
	1.03	The voluntary liquidation of YTO Finance
	2.00	The financial services framework agreement (including the relevantannual caps) entered into between the Company and SinomachFinance dated 29 March 2022
	3.00	To consider and approve the resolution regarding the increase inthe cap amount of the 2022 ordinary related transactions betweenthe Company and ZF YTO (Luoyang) Drive Axle CompanyLimited
	3.01	The increase in cap amount of the 2022 related transaction underthe Sales Framework Agreement
	3.02	The increase in cap amount of the 2022 related transaction underthe Procurement Framework Agreement
	3.03	The increase in cap amount of the 2022 related transaction underthe Licence and Technology Agreement

Date: 2022 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. ‘‘IfAGAINSTyou wish ’’to. Ifvoteyouforwisha resolution,to abstain placefrom votinga tick ‘‘on✓’’a inresolution,the columnplacemarkeda ‘‘A’’‘‘FORin the’’. columnIf you wishmarkedto vote‘‘ABSTENTIONagainst a resolution,’’. If no indicationplace a crossis given,‘‘X’’ inthetheproxycolumnwill markedvote 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 supplemental 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 and 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. InatHopewellNo.order154toCentre,beJianshevalid,183Road,thisQueenproxyLuoyang,’s Roadform HenantogetherEast, Wanchai,Province,with anyHongthepowerPRCKongof(forattorney(forAHshareholders),shareholders)or other authorityornotthelessunderCompanythanwhich24’shoursitH issharesbeforesignedregistrar,themusttimebeHonglodgedscheduledKongwithforRegistrarsthetheCompanyholdingLimited’sofregisteredtheatEGM17MaddressorFloor,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 Shares, 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.

1. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 31 May 2022.

• For identification purposes only