First Tractor Company Limited — Proxy Solicitation & Information Statement 2025

Sep 10, 2025

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 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2025 second extraordinary general meeting (the "EGM") of First Tractor Company Limited (the "Company") will be held at 2:30 p.m. on Monday, 29 September 2025 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 resolutions. 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 September 2025.

SPECIAL RESOLUTION

1. To consider and approve the abolition of the Supervisory Committee and the resolution on the amendments to the Articles of Association.

ORDINARY RESOLUTIONS

1. To consider and approve the resolution on the amendments to the Rules of Procedures for General Meetings of the Company.

2. To consider and approve the resolution on the amendments to the Rules of Procedures for Board Meetings of the Company.

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4.00. To consider and approve the resolution on the amendments to certain corporate governance policies.

4.01. To consider and approve the resolution on the amendments to the Administrative Policy on Related Transactions of the Company.

4.02. To consider and approve the resolution on the amendments to the Management Policy for Use of Raised Fund of the Company.

4.03. To consider and approve the resolution on the amendments to the Working Policy for Independent Directors of the Company.

By Order of the Board
First Tractor Company Limited*
Yu Lina
Company Secretary

Luoyang, the PRC
10 September 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.

Notes:

1. For details of the resolutions, please refer to the circular of the Company dated 10 September 2025.

2. The register of members of the Company will be temporarily closed from Wednesday, 24 September 2025 to Monday, 29 September 2025 (both dates 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 Tuesday, 23 September 2025 at Computershare Hong Kong Investor Services Limited by or before 4:00 p.m. The Shareholders who are registered on Monday, 29 September 2025, being the record date for the EGM, and their proxies will be 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 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.

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1. 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.

2. 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.

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

4. 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.

5. 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