First Tractor Company Limited — Proxy Solicitation & Information Statement 2024

Dec 2, 2024

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 of this notice.

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 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2024 second extraordinary general meeting (the "EGM") of First Tractor Company Limited (the "Company") will be held at 2:30 p.m. on 18 December 2024, Wednesday, 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:

ORDINARY RESOLUTIONS

1. To consider and approve the continuing connected transactions for 2025 to 2027 of the Company (Note 1);
   1.01 The Material Procurement Agreement for 2025 to 2027 entered into between the Company and YTO Group Corporation and annual transaction cap amount for each year
   1.02 The Sale of Goods Agreement for 2025 to 2027 entered into between the Company and YTO Group Corporation and annual transaction cap amount for each year
   1.03 The Energy Procurement Agreement for 2025 to 2027 entered into between the Company and YTO Group Corporation and annual transaction cap amount for each year

---

1.04 The Composite Services Agreement for 2025 to 2027 entered into between the Company and YTO Group Corporation and annual transaction cap amount for each year

1.05 The Lease Agreement for Real Estate for 2025 to 2027 entered into between the Company and YTO Group Corporation and annual transaction cap amount for each year

1.06 The Lease Agreement for Premises for 2025 to 2027 entered into between the Company and YTO Group Corporation and annual transaction cap amount for each year

1.07 The Research and Development Services Agreement for 2025 to 2027 entered into between the Company and YTO Group Corporation and annual transaction cap amount for each year

1.08 The Technological Services Agreement for 2025 to 2027 entered into between the Company and YTO Group Corporation and annual transaction cap amount for each year

1.09 Any one of the Directors or other person be hereby authorised for and on behalf of the Company, to sign, confirm, execute, complete the above connected transaction agreements, and to agree to non-material amendments to the above connected transaction agreements if it is in the interest of the Company to do so

2 To consider and approve the Financial Services Agreement for 2025 to 2027 entered into between the Company and Sinomach Finance and annual transaction cap amount for each year. Any one of the Directors or other person be hereby authorised for and on behalf of the Company, to sign, confirm, execute, complete the Financial Services Agreement, and to agree to non-material amendments to the Financial Services Agreement if it is in the interest of the Company to do so (Note 2);

SPECIAL RESOLUTION

3 To consider and approve the resolution on the amendments to the Articles of Association of the Company (Note 3);

---

3

ORDINARY RESOLUTIONS

4 To consider and approve the resolution on the amendments to the Rules of Procedures for General Meetings of the Company (Note 3);

5 To consider and approve the resolution on the amendments to the Rules of Procedures for Board of Directors of the Company (Note 3); and

6 To consider and approve the resolution on the amendments to the Rules of Procedures for Supervisory Committees of the Company (Note 3).

By Order of the Board

FIRST TRACTOR COMPANY LIMITED

YU Lina

Company Secretary

Luoyang, the PRC

2 December 2024

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

Notes:

1. Please refer to the Company’s circular dated 2 December 2024 in relation to the connected transaction agreements for details of the resolutions.

2. Please refer to the Company’s circular dated 2 December 2024 in relation to the Financial Services Agreement for details of the resolution.

3. Please refer to the Company’s circular dated 2 December 2024 in relation to the proposed amendments on the articles of association of the Company, Rules of Procedures for General Meetings of the Company, Rules of Procedures for Board of Directors of the Company, and Rules of Procedures for Supervisory Committees of the Company for details of the resolutions.

---

1. The register of members of the Company will be temporarily closed from 16 December 2024 to 18 December 2024 (both days inclusive) during which no transfer of shares of the Company (the “Shares”) will be registered in order to determine the list of shareholders of the Company (the “Shareholders”) for attending the EGM. The last lodgment for the transfer of the H Shares of the Company should be made on 13 December 2024 at Hong Kong Registrars Limited by or before 4:00 p.m. The Shareholders or their proxies being registered on 18 December 2024 are entitled to attend the EGM 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 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.

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 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.

4. Shareholders or their proxies shall present proofs of their identities upon attending the EGM.

5. 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.

6. 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