First Tractor Company Limited — Proxy Solicitation & Information Statement 2024

Dec 10, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in First Tractor Company Limited*, you should at once hand this circular with the accompanying form(s) of proxy to the purchaser(s) or the transferee(s), or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 of this circular.

第一拖拉机股份有限公司

FIRST TRACTOR COMPANY LIMITED*

(a joint stock company incorporated in The People's Republic of China with limited liability)

(Stock Code: 0038)

PROPOSED APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR AND NOTICE OF EGM

Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those set out in the section headed "Definitions" of this circular.

A letter from the Board is set out on pages 3 to 7 of this circular.

The notice for convening the EGM of the Company to be held at 2:30 p.m. on 30 December 2024 (Monday) at the Conference Room, No. 154 Jianshe Road, Luoyang, Henan Province, the PRC are set out on pages 8 to 9 of this circular.

The form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM in person, you are requested to complete and return the accompanying forms of proxy in accordance with the instructions printed thereon. The proxy forms shall be lodged with the Company's branch share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (as far as H Shareholders are concerned), or at the registered address and principal place of business of the Company at No. 154 Jianshe Road, Luoyang, Henan Province, the PRC (as far as A Shareholders are concerned), as soon as possible and in any event not less than 24 hours before the time scheduled for holding the EGM (or any adjourned meetings thereof). Completion and delivery of the forms of proxy will not preclude you from attending and voting in person at the EGM or any adjournment if you so desire.

10 December 2024

• For identification purposes only

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CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
NOTICE OF EGM ... 8

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DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions shall have the following meanings:

“A Share(s)”
the domestic ordinary share(s) of RMB1.00 each in the share capital of the Company, which are listed on the Shanghai Stock Exchange and subscribed for and traded in RMB

“Board”
the board of Directors of the Company

“Company”
First Tractor Company Limited* (第一拖拉機股份有限公司), a joint stock company with limited liability incorporated in the PRC, the H Shares and A Shares of which are listed on the main board of the Stock Exchange (stock code: 0038) and the Shanghai Stock Exchange (stock code: 601038), respectively

“Director(s)”
the directors of the Company, including the independent non-executive directors

“EGM”
the 2024 third extraordinary general meeting of the Company to be convened and held at 2:30 p.m. on 30 December 2024, Monday, at the Conference Room, No. 154 Jianshe Road, Luoyang, Henan Province, the PRC, to consider and, if thought fit, approve the resolution as set out in the EGM notice

“Group”
the Company and its subsidiaries

“H Share(s)”
the overseas listed foreign share(s) having a nominal value of RMB1.00 each in the share capital of the Company, which are subscribed for and traded in Hong Kong dollars, all of which are listed on the Stock Exchange

“Hong Kong”
the Hong Kong Special Administrative Region of the PRC

“Latest Practicable Date”
10 December 2024, being the latest practicable date prior to the publication of this circular for ascertaining certain information contained herein

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DEFINITIONS

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"PRC" The People's Republic of China

"RMB" Renminbi, the lawful currency of the PRC

"SFO" the Securities Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time

"Share(s)" share(s) of RMB1.00 each of the Company

"Shareholder(s)" shareholder(s) of the Company

"Stock Exchange" The Stock Exchange of Hong Kong Limited

• For identification purpose only

The English names of the Chinese nationals, companies, entities, departments, facilities, certificates, titles and the like are translation of their Chinese names and are included in this circular for identification purposes only and should not be regarded as their official English translation. In the event of any inconsistency, the Chinese names prevail.

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LETTER FROM THE BOARD

第一拖拉机股份有限公司

FIRST TRACTOR COMPANY LIMITED*

(a joint stock company incorporated in The People's Republic of China with limited liability)
(Stock Code: 0038)

Board of Directors:
Mr. Li Xiaoyu (Chairman)
Mr. Wei Tao
Mr. Fang Xianfa
Mr. Yang Jianhui
Mr. Miao Yu
Mr. Edmund Sit
Mr. Wang Shumao
Mr. Xu Liyou**

Registered and principal office:
No. 154 Jianshe Road
Luoyang
Henan Province
The PRC

** Independent non-executive Director

10 December 2024

To the Shareholders

Dear Sir or Madam,

PROPOSED APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

AND NOTICE OF EGM

I. INTRODUCTION

The purpose of this circular is to provide you with details of the captioned matter to enable you to make an informed decision on whether to vote for or against or abstain from voting on the proposed resolution at the EGM.

II. PROPOSED APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

Reference is made to the Company’s announcement dated 10 December 2024 relating to the proposed appointment of an independent non-executive Director.

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LETTER FROM THE BOARD

As disclosed in the announcement, pursuant to Rule 13.92 of the Listing Rules, the Stock Exchange will not consider diversity to be achieved for a single gender board and issuers with a single gender board will have to appoint at least a director of a different gender on the board no later than 31 December 2024. As such, the Board has, after considering the recommendation of the nomination committee of the Board, resolved to propose to the Shareholders to appoint Ms. WONG Yee Man ("Ms. WONG") as an additional independent non-executive Director of the Company.

The nomination committee has considered the Board Diversity Policy and evaluated the qualifications of the independent non-executive director candidate using objective criteria, including (i) reputation for integrity; (ii) professional knowledge and work experience; (iii) commitments to his/or roles and functions; (iv) gender, age, educational background and length of service; (v) skills and board refreshment required for the effective operations of the Group. In addition to the aforementioned factors, the independence of the candidates was carefully assessed in accordance with, among other things, the requirements set out in Rule 3.13 of the Listing Rules.

The nomination committee is of the view that (i) Ms. WONG possesses fundamental knowledge of listed company operations, is familiar with relevant rules, and has the requisite professional experience to fulfill the duties of an independent director; (ii) Ms. WONG meets the qualifications and conditions for independent directors as stipulated in the Company Law, the Measures for the Administration of Independent Directors, the self-regulatory rules of the Shanghai Stock Exchange, and the Company's Articles of Association; (iii) Ms. WONG does not hold any shares in the Company and has no relationship with shareholders holding more than 5% of the Company's Shares, controlling shareholders, de facto controllers, or other Directors, supervisors, or senior management of the Company, and satisfies the independence requirements specified in the relevant laws, regulations, and listing rules of the Shanghai Stock Exchange; (iv) Ms. WONG has not been subject to market entry restrictions imposed by the China Securities Regulatory Commission nor has she been publicly identified by any securities exchange as unsuitable to serve as a director of a listed company. She has not been penalized by the China Securities Regulatory Commission or received public reprimands or criticism from securities exchanges. Additionally, she is not under investigation by judicial authorities for suspected criminal offences, nor is she under investigation by the China Securities Regulatory Commission for suspected violations of laws and regulations. After making the necessary inquiries, it has been confirmed that Ms. WONG is not listed as a dishonest debtor; and (v) Ms. WONG has met the independence guidelines set out in Rule 3.13 of the Listing Rules and has also given to the Company a confirmation of her independence and as of the Latest Practicable Date, the Company has not received any notification from Ms. WONG regarding a change in circumstances that would affect her independence. The Board is also of the view that Ms. WONG meets the independence guidelines set out in Rule 3.13 of the Listing Rules.

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LETTER FROM THE BOARD

The biographical details of Ms. WONG as required under Rule 13.51(2) of the Listing Rules are set out below:

Ms. WONG Yee Man, aged 36, is a Certified Public Accountant, a Certified ESG Analyst (CESGA), and a practicing accountant with the Hong Kong Institute of Certified Public Accountants. She is currently employed at PAL Advisory Limited. Ms. WONG holds a Bachelor of Business Administration in Accounting and a Bachelor of Laws.

Ms. WONG has a wealth of experience in accounting, auditing, and compliance management. She has held several senior positions, including Manager at KPMG, Senior Consultant at FTI Consulting, Inc., Compliance Consultant at Fumeng Consulting Co., Ltd., Manager of the Compliance Monitoring and Central Compliance Department at Invesco Investment Management Co., Ltd., and Manager of the Intermediaries Supervision Department at the Securities & Futures Commission of Hong Kong.

As at the Latest Practicable Date, Ms. WONG does not hold any position within the Company or its subsidiaries. Additionally, in the past three years, she has not served as a director of any publicly listed company in Hong Kong or overseas.

Term of Service and Remuneration

Should Ms. WONG be appointed as an independent non-executive Director of the Company, her term of office will commence on the date of approval at a general meeting of Shareholders and will continue until the expiration of the term of the ninth session of the Board. Her remuneration will be determined in accordance with the remuneration policy approved by the ninth session of the Board. Under this policy, Ms. WONG shall be entitled to an annual director's remuneration of RMB80,000 (inclusive of taxes) for her role as an independent non-executive Director. If her service does not cover the full term, the remuneration shall be prorated based on the actual period of service. Additionally, Ms. WONG shall receive a post-tax meeting allowance as follows: RMB2,000 for each board meeting attended in person, and RMB1,000 for each in-person attendance at board committee meetings or general shareholder meetings.

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LETTER FROM THE BOARD

Relationships

Ms. WONG does not have any relationships with any Director, supervisor, senior management, substantial shareholder, or controlling shareholder of the Company. Ms. WONG has confirmed (i) her independence in respect of each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules; (ii) that she does not have any past or present financial or other interests in the business of the Company or its subsidiaries or any connection with any core connected person (as defined in the Listing Rules) of the Company; and (iii) that there are no other factors that may affect her independence at the time of her appointment.

Interest in Shares

Ms. WONG has no interest or deemed interest in any share or underlying share of the Company or its associated corporations within the meaning of Part XV of the SFO.

Matters to be Brought to the Attention of Shareholders

There is no information relating to the appointment of Ms. WONG as an independent non-executive Director or any matter that needs to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no matter that needs to be brought to the attention of the Shareholders.

III. THE EGM

The proposed appointment of Ms. WONG as an independent non-executive Director is subject to the approval of the Shareholders of the Company by way of an ordinary resolution at the EGM.

The notice of the EGM is set out in pages 8 to 9 of this circular. The form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. The proxy forms should be lodged with the Company's branch share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (as far as H Shareholders are concerned), or at the registered address and principal place of business of the Company at No. 154 Jianshe Road, Luoyang, Henan Province, the PRC (as far as A Shareholders are concerned), as soon as possible and in any event not less than 24 hours before the time scheduled for holding the EGM (or any adjourned meetings thereof). Completion and delivery of the forms of proxy will not preclude you from attending and voting in person at the EGM or any adjournment if you so desire.

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LETTER FROM THE BOARD

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution approving the proposed appointment of Ms. WONG as an independent non-executive Director at the EGM. Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the EGM shall be taken by poll. The Company will announce the results of the poll on the websites of the Company and the Stock Exchange in accordance with the Listing Rules following the EGM.

IV. RECOMMENDATION

The Directors consider that the resolution in connection with the proposed appointment of Ms. WONG as an independent non-executive Director is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution set out in the notice of the EGM at the EGM.

V. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omissions of which would make any statement herein or this circular misleading.

Yours faithfully,

On behalf of the Board

First Tractor Company Limited*

Yu Lina

Company Secretary

• For identification purposes only

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NOTICE OF EGM

第一拖拉机股份有限公司

FIRST TRACTOR COMPANY LIMITED*

(a joint stock company incorporated in The People's Republic of China with limited liability)
(Stock Code: 0038)

NOTICE OF 2024 THIRD EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2024 third extraordinary general meeting (the “EGM”) of First Tractor Company Limited (the “Company”) will be held at 2:30 p.m. on 30 December 2024 (Monday) at the Conference Room, 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 resolution. Unless otherwise defined, capitalised terms used in this notice shall have the same meaning as those defined in the circular of the Company dated 10 December 2024.

ORDINARY RESOLUTION

1. Resolution in relation to the election of an independent non-executive director of the ninth session of the Board of Company. (Note 1)

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

Luoyang, the PRC
10 December 2024

As at the date of this notice, the Board comprises Mr. Li Xiaoyu (Chairman) and Mr. Wei Tao as executive Directors; Mr. Fang Xianfa, Mr. Yang Jianhui and Mr. Miao Yu as non-executive Directors; and Mr. Edmund Sit, Mr. Wang Shumao and Mr. Xu Liyou as independent non-executive Directors.

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NOTICE OF EGM

Notes:

1. For details of the resolution, please refer to the circular of the Company dated 10 December 2024 in relation to the proposed appointment of an independent non-executive Director.

2. The register of members of the Company will be temporarily closed from 24 December 2024 to 30 December 2024 (both dates inclusive) during which no transfer of Shares will be registered in order to determine the list of Shareholders entitled to attend the EGM. The final date for the lodgment of transfer of the H Shares of the Company should be will be 23 December 2024 at Hong Kong Registrars Limited by or before 4:00 p.m. The Shareholders who are registered on 30 December 2024 and their proxies will be entitled to attend the EGM, provided they present valid 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 EGM 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 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 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) by not less than 24 hours before the time scheduled for the holding of the EGM or any adjournment thereof.

5. Shareholders or their proxies shall present proof of their identities upon attending the EGM.

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

7. The Company's contact address:

Office of the Board of Directors of First Tractor Company Limited
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