First Tractor Company Limited — Proxy Solicitation & Information Statement 2025

Nov 24, 2025

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)

(1) RE-ELECTION AND APPOINTMENT OF DIRECTORS;

(2) DIRECTORS' REMUNERATIONS;

AND

(3) NOTICE OF EGM

A letter from the Board is set out on pages 3 to 12 of this circular. The notice for convening the EGM of First Tractor Company Limited* to be held at 10:00 a.m. on 16 December 2025 (Tuesday) at No. 154 Jianshe Road, Luoyang, Henan Province, the PRC are set out on pages EGM-1 to EGM-3 of this circular.

The form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. The proxy form shall be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, 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 form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment if you so desire.

24 November 2025

• For identification purposes only

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CONTENTS

Page

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

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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" or "Board of Directors"
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 director(s) of the Company, including the Independent Non-executive Director(s)

"EGM"
the 2025 third extraordinary general meeting of the Company to be held at No. 154 Jianshe Road, Luoyang, Henan Province, the PRC on 16 December 2025 (Tuesday) at 10:00 a.m.

"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 on the Stock Exchange

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

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DEFINITIONS

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time)

"Independent Non-executive Director(s)" or "Independent Director(s)"
the independent non-executive director(s) of the Company

"PRC"
The People's Republic of China

"RMB"
Renminbi, the lawful currency of the PRC

"SFO"
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"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

"YTO"
YTO Group Corporation* (中國一拖集團有限公司), a limited liability company incorporated in the PRC and the controlling shareholder of the Company, holding approximately 48.81% equity interest in the Company

"%"
per cent.

• For identification purpose only

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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. Zhao Weilin (Chairman)
Mr. Wei Tao
Mr. Fang Xianfa
Mr. Yang Jianhui
Mr. Miao Yu
Mr. Yang Shumao
Mr. Xu Liyou
Ms. Wong Yee Man**

** Independent non-executive Director

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

Principal place of business in
Hong Kong:
Rooms 2201-03, 22/F.,
World-Wide House,
19 Des Voeux Road Central,
Hong Kong
24 November 2025

To the Shareholders

Dear Sir or Madam,

(1) RE-ELECTION AND APPOINTMENT OF DIRECTORS;
(2) DIRECTORS' REMUNERATIONS;
AND
(3) NOTICE OF EGM

I. INTRODUCTION

Reference is made to the announcement of the Company dated 19 November 2025 in relation to, among others, (i) Re-election and Appointment of Directors; and (ii) Directors' Remunerations.

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LETTER FROM THE BOARD

Re-election and Appointment of Directors

The term of office of the Ninth Session of the Board has expired.

The Board has proposed to appoint Mr. Sun Feng (“Mr. Sun”) as a non-executive Director of the Tenth Session of the Board.

On 19 November 2025, the Company held the fortieth meeting of the Ninth Session of the Board, at which the “Resolutions on the Nomination of Candidates for Non-independent Directors of the Tenth Session of the Board” were considered and approved, and Mr. Sun was nominated as a non-executive Director of the Tenth Session of the Board for a term of three years commencing from the date of approval of the Shareholders at the EGM.

The relevant resolutions (by way of cumulative voting) for re-election and appointment of the Directors have been included as proposals nos.2 to 3 of the Notice of EGM for approval by Shareholders at the EGM.

Directors’ Remunerations

The re-election and appointment of Directors are subject to Shareholders’ approval at the EGM. The remuneration committee of the Board has made recommendations on the remunerations for the Directors of the Tenth Session of the Board. The relevant resolution has been included as proposal no.1 of the Notice of EGM for approval by Shareholders at the EGM.

Purpose of this circular

The purpose of this circular is to provide you with details of the matters set out above to enable you to make an informed decision on whether to vote for or against or abstain from voting on the proposed resolution(s) at the EGM.

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LETTER FROM THE BOARD

II. RE-ELECTION AND APPOINTMENT OF DIRECTORS

The terms of the Ninth Session of the Board has expired. The Company has been informed that, among the members of the Ninth Session of the Board, Mr. Miao Yu, being a non-executive Director, will retire and will not offer himself for re-election as Director of the Tenth Session of the Board. The other Directors of the Ninth Session of the Board have confirmed that they will offer themselves for re-election at the EGM.

Appointment of New Directors

In addition to the proposed re-election of Directors, the Board has proposed to appoint Mr. Sun as a non-executive Director of the Tenth Session of the Board.

On 19 November 2025, the Company held the fortieth meeting of the Ninth session of the Board, at which the “Resolutions on the Nomination of Candidates for Non-independent Directors of the Tenth Session of the Board” were considered and approved, and Mr. Sun was nominated as a non-executive Director of the Tenth Session of the Board for a term of three years commencing from the date of approval of the Shareholders at the EGM.

BIOGRAPHIES OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AND APPOINTED AT THE EGM

Directors

Executive Directors

Mr. Zhao Weilin (趙維林先生) (“Mr. Zhao”), aged 55, holds a Bachelor of Arts degree and is a senior international business specialist. He is currently serving as the chairman of the Board, the chairman of the strategy, investment and sustainable development committee, a member of the nomination committee of the Board, and the secretary of party committee and the chairman of YTO. Mr. Zhao served as the deputy general manager, chairman and party committee secretary of SUMEC International Technology Co., Ltd., chairman and party general branch secretary of SUMEC Complete Equipment & Engineering Co., Ltd., the deputy general manager, director, general manager and party committee deputy secretary of SUMEC Corp. Ltd. (a company listed on the Shanghai Stock Exchange with stock code 600710.SH).

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LETTER FROM THE BOARD

Mr. Wei Tao (魏濤先生) (“Mr. Wei”), aged 45, holds a bachelor’s degree in engineering and is a professor-grade senior engineer. He currently serves as the general manager of the Company, a member of the strategy, investment and sustainable development committee of the Board, a director and deputy secretary of the party committee and a director of YTO, an executive director of YTO International Economy and Trade Company Limited, the chairman of China-Africa Machinery Corp., and the chairman of YTO (Luoyang) Hydraulic Transmission Co., Ltd. Mr. Wei successively served as the deputy director of the Third Assembly Plant, the deputy head of Quality Engineering Center, the deputy head of the Technology Development Department of the Company, the head of the Quality Department, the head of the Human Resources Department and the General Manager Assistant and Deputy General Manager of the Company.

Non-executive Directors

Mr. Fang Xianfa (方憲法先生) (“Mr. Fang”), aged 62, holds a doctorate degree in engineering and is the chief expert of Chinese Academy of Agricultural Mechanization Sciences (中國農業機械化科學研究院). He received a special government allowance from the State Council. He is currently a director of the Company, a member of the strategy, investment and sustainable development committee of the Board, the director of Guoji Digital Technology Co., Ltd. (國機數字科技有限公司), the chief engineer, researcher and doctoral tutor of Chinese Academy of Agricultural Mechanization Sciences and the director of YTO. Mr. Fang has also served as the vice president of Chinese Academy of Agricultural Mechanization Sciences.

Mr. Yang Jianhui (楊建輝先生) (“Mr. Yang”), aged 63, holds a doctor’s degree in engineering and is a professor-grade senior engineer. He currently serves as a director of the Company, a member of the remuneration committee of the Board, the director of China Foma (Group) Co., Ltd. and the director of YTO. Mr. Yang was the director, secretary of the party committee and deputy general manager of China National Machinery Industry Construction Group Inc.* (中國機械工業建設集團有限公司) and the party committee inspection specialist of China National Machinery Industry Corporation.

Mr. Sun Feng (孫峰先生), aged 62, holds a master of business administration (MBA) degree and is a senior engineer. Mr. Sun currently serves as a director of the YTO and a director of China Geological Equipment Group Co., Ltd. (中國地質裝備集團有限公司). Mr. Sun previously served as the chairman of Linhai Co., Ltd. (林海股份有限公司)(a company listed on the Shanghai Stock Exchange with stock code 600099.SH) and the general manager, chairman and the secretary of party committee of China Foma (Group) Co., Ltd.* (中國福馬機械集團有限公司).

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LETTER FROM THE BOARD

Independent Non-executive Directors

Mr. Wang Shumao (王書茂先生) (“Mr. Wang”), aged 66, holds a master’s degree in engineering and is a professor and doctoral tutor of China Agricultural University. Mr. Wang is currently the independent Director of the Company, the chairman of the nomination committee and a member of the remuneration committee of the Board. Mr. Wang served as the deputy dean of the school of vehicle and traffic engineering of China Agricultural University, a director of Chinese Society for Agricultural Machinery, an expert of the Advisory Expert Group on Agricultural Mechanization Technology Innovation Strategy of the Ministry of Agriculture, an honorary director of Chinese Society for Agricultural Machinery Basic Technology Branch, a director of the Beijing Agricultural Engineering Association. Mr. Wang is also a member of the Agricultural Machinery Appraisal and Testing Branch of Chinese Society for Agricultural Machinery and an expert of the “Science and Technology Innovation China” National Agricultural Machinery Equipment Technology Service Team.

Mr. Xu Liyou (徐立友先生) (“Mr. Xu”), aged 50, holds a doctorate degree in engineering and is a professor and a doctoral tutor of Henan University of Science and Technology. He is currently the independent Director of the Company, the chairman of the remuneration committee, a member of the strategy, investment and sustainable development committee, a member of the audit committee of the Board, the dean of the School of Vehicle and Traffic Engineering of Henan University of Science and Technology, the deputy director of the National Key Laboratory of Intelligent Agricultural Power Equipment and the director of the Research Center of Engineering Technology for Low-speed Electric Vehicles in Henan Province. Mr. Xu is also a director of Chinese Society for Agricultural Machinery, a director of Chinese Society for Automotive Engineering, deputy chairman of Chinese Society for Agricultural Machinery Tractor Branch, and deputy chairman of Chinese Society for Agricultural Machinery Ground Machine System Branch.

Ms. Wong Yee Man (黄绮汶女士) (“Ms. Wong”), aged 37, is a certified ESG analyst (CESGA), a certified public accountant and a practicing accountant with the Accounting and Financial Reporting Council (AFRC). Ms. Wong holds a Bachelor of Business Administration in Accounting and a Bachelor of Laws.

Ms. Wong is currently the independent Director of the Company, the chairlady of the audit committee and a member of the nomination committee of the Board. She is currently employed at PAL Advisory Limited. She has served in KPMG, FTI Consulting, Inc., Invesco Investment Management Co., Ltd., and Securities & Futures Commission of Hong Kong.

Save as disclosed above, each of the above proposed Directors does not hold any position in the Company or any other members of the Company, nor did he or she hold any directorship in any other listed companies.

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LETTER FROM THE BOARD

Length of service and emolument

If each of the above proposed Directors is appointed as a Director, he or she will enter into a service agreement with the Company for a term of office of three years commencing from the date of the Shareholders’ approval at the EGM and he or she will receive a remuneration in accordance with a remuneration proposal (please see below for details), which will be determined based on his or her duties and responsibilities with the Company and will be subject to the Shareholders’ approval at the EGM.

Relationships

Save as disclosed above, each of the above proposed Directors has no relationship with any Directors, or senior management of the Company or with any substantial Shareholders or controlling Shareholders of the Company.

Interests in Shares

Each of the above proposed Directors does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of each of the above proposed Directors, there is no information which is disclosable nor is/was he or she involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders.

The appointment of the above proposed Directors is subject to the approval by the Shareholders by adopting cumulative voting at the EGM. Ordinary resolutions in relation to the above proposed re-election of Mr. Zhao and Mr. Wei as executive Directors; the re-election of Mr. Fang and Mr. Yang as non-executive Directors; the election and appointment of Mr. Sun as non-executive Director; the re-election of Mr. Wang, Mr. Xu and Ms. Wong as independent non-executive Directors will be proposed to be approved by the Shareholders at the EGM.

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LETTER FROM THE BOARD

Retirement of Directors

Upon approval of the above proposed re-election and appointment of Directors at the EGM, Mr. Miao Yu (non-executive Director) will retire from the position of Director, effective from the date of the EGM.

Mr. Miao Yu has confirmed to the Company that he has no disagreement with the Board and there is no matter that needs to be brought to the attention of the Shareholders.

The Company will submit the relevant proposals (by way of cumulative voting) for re-election and appointment of the Directors as ordinary resolutions (being proposal nos.2 to 3) of the Notice of EGM) for approval by Shareholders at the EGM.

III. DIRECTORS' REMUNERATIONS

The re-election and appointment of Directors are subject to Shareholders' approval at the EGM. The remuneration committee of the Board has made recommendations on the remunerations for the Directors of the Tenth Session of the Board.

Remunerations for the Directors of the Tenth Session of the Board

Directors' Remunerations

Upon consideration by the Board, the proposed remunerations for the Directors of the Tenth Session of the Board are as follows:

a. The remuneration for the executive Directors will be paid according to the relevant performance and remuneration management system for senior management of the Company. Their social insurances such as pension insurance, unemployment insurance and medical insurance as well as housing provident fund will be managed according to the relevant national regulations. In accordance with the rules of state-owned enterprises regarding the appointment and collection of remuneration of managements, Directors who hold positions in other units and receive remuneration will no longer receive remuneration from the Company.

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LETTER FROM THE BOARD

b. The employee representative Directors will be paid according to the Company’s relevant remuneration policies, based on the specific positions and roles they hold within the Company.

c. Non-executive Directors will not receive remuneration from the Company.

d. The standard of remuneration for independent non-executive Directors is RMB80,000 per person for each year (after tax), which shall be paid on a monthly basis.

e. Meeting allowances

i. non-executive Directors (including independent non-executive Directors) will be entitled to a meeting allowance of RMB2,000 each time when they attend Board meetings in person;

ii. non-executive Directors (including independent non-executive Directors) will be entitled to a meeting allowance of RMB1,000 each time when they attend Board special committee meetings, independent Directors special meetings (for independent non-executive Directors) and general meetings of the Company in person;

iii. meeting allowances for non-executive Directors are non-tax-deducted, among which, the involved personal income tax will be paid by the Company on its behalf in accordance with the law. The non-executive Directors shall receive meeting allowances in accordance with the relevant regulations governing the tenure and remuneration of leaders in state-owned enterprises; and

iv. meeting allowances for independent non-executive Directors are tax-deducted, among which, the involved personal income tax will be borne and paid by the Company. The company’s independent directors will receive remuneration in accordance with the Measures for the Administration of Independent Directors of Listed Companies and the relevant regulations of state ministries and commissions.

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LETTER FROM THE BOARD

f. Others

i. for any Director who serves for less than one year, remuneration shall be paid pro-rata based on the actual number of months served. Service of less than one month shall be counted as one full month;

ii. the Company shall reimburse the actual and reasonable expenses incurred by Directors for attending Board meetings, Board special committee meetings (including independent Directors special meetings), general meetings, as well as those necessary for performing their duties in accordance with the Company's articles of association;

iii. the Company's remuneration plan shall be implemented after obtaining Shareholders' approval at the EGM and will remain in effect until the conclusion of the term of office of the Tenth Session of the Board; and

iv. the Board reserves the right of final interpretation of this remuneration plan.

The Company will submit the proposal regarding the remuneration plan for the Directors of the Tenth Session of the Board as an ordinary resolution (being proposal no.1 of the Notice of EGM) for approval by Shareholders at the EGM.

IV. THE EGM

The EGM will be held at 10:00 a.m. on 16 December 2025 (Tuesday) at No. 154 Jianshe Road, Luoyang, Henan Province, the PRC.

The notice of the EGM is set out on pages EGM 1 to EGM 3 of this circular. The form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. The proxy form should be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, 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 form 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

The H Shares register of members of the Company will be closed from 11 December 2025 (Thursday) to 16 December 2025 (Tuesday) (both dates inclusive), during which time no transfers of H Shares will be effected. To be eligible to attend, speak and vote at the EGM, all completed transfer documents, accompanied by the relevant share certificates have to be lodged for registration with the H Share Registrar no later than 4:00 p.m. on 10 December 2025 (Wednesday) at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (as far as H Shareholders are concerned). The Shareholders whose names appear on the register of members on 16 December 2025 (Tuesday), being the record date for the EGM, will be entitled to attend, speak and vote at the EGM.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholders are required to abstain from voting on any of the remaining proposed resolutions at the EGM. At the EGM, votes will be taken by poll and cumulative voting will be adopted in respect of resolution nos.2 to 3.

V. RECOMMENDATION

The Directors consider that the resolutions proposed at the EGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions set out in the notice of the EGM.

VI. 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*

LIU Bin

Joint 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 2025 THIRD EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2025 third extraordinary general meeting (the "EGM") of First Tractor Company Limited (the "Company") will be held at 10:00 a.m. on 16 December 2025 (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:

Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the announcement of the Company dated 19 November 2025.

ORDINARY RESOLUTION

1. Remuneration plan for the Directors of the Tenth Session of the Board

ORDINARY RESOLUTIONS

(RESOLUTIONS WITH THE ADOPTION OF CUMULATIVE VOTING)

2.00 Resolutions regarding the election of non-independent Directors of the Tenth Session of the Board (5 Directors are elected)

2.01 To elect Zhao Weilin as a non-independent Director of the Tenth Session of the Board

2.02 To elect Wei Tao as a non-independent Director of the Tenth Session of the Board

2.03 To elect Fang Xianfa as a non-independent Director of the Tenth Session of the Board

EGM - 1

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NOTICE OF EGM

2.04 To elect Yang Jianhui as a non-independent Director of the Tenth Session of the Board

2.05 To elect Sun Feng as a non-independent Director of the Tenth Session of the Board

3.00 Resolutions regarding the election of independent Directors of the Tenth Session of the Board (3 independent Directors are elected)

3.01 To elect Wang Shumao as an independent non-executive Director of the Tenth Session of the Board

3.02 To elect Xu Liyou as an independent non-executive Director of the Tenth Session of the Board

3.03 To elect Wong Yee Man as an independent non-executive Director of the Tenth Session of the Board

By Order of the Board

FIRST TRACTOR COMPANY LIMITED

LIU Bin

Joint Company Secretary

Luoyang, the PRC

24 November 2025

As at the date of this notice, the Board comprises Mr. Zhao Weilin (Chairman) and Mr. Wei Tao as executive Directors; Mr. Fang Xianfa, Mr. Yang Jianhui and Mr. Miao Yu as non-executive Directors; and Mr. Wang Shumao, Mr. Xu Liyou and Ms. Wong Yee Man as independent non-executive Directors.

EGM - 2

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NOTICE OF EGM

Notes:

1. For details of the resolutions, please refer to the circular of the Company dated 24 November 2025 in relation to the re-election and appointment of Directors and Directors' remunerations.

2. The register of members of the Company will be temporarily closed from 11 December 2025 to 16 December 2025 (both days inclusive) during which no transfer of shares of the Company (“Shares”) will be registered in order to determine the list of shareholders of the Company (“Shareholders”) entitled to attend the EGM. The final date for the lodgment of transfer of the H Shares of the Company should be made on 10 December 2025 at Computershare Hong Kong Investor Services Limited by or before 4:00 p.m. The Shareholders or their proxies being registered before the close of business on 16 December 2025, being the record date for the EGM are entitled to attend the EGM, provided they present valid identity documents. The address of Computershare Hong Kong Investor Services Limited, the H Shares registrar of the Company, is Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, 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 at the EGM on his/her 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, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, 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 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

EGM - 3