First Tractor : ANNOUNCEMENT ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE RULES OF PROCEDURE FOR GENERAL MEETINGS AND THE RULES OF PROCEDURE FOR BOARD MEETINGS (in PDF)

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

ANNOUNCEMENT ON THE AMENDMENTS

TO THE ARTICLES OF ASSOCIATION, THE RULES OF PROCEDURE FOR GENERAL MEETINGS AND THE RULES

OF PROCEDURE FOR BOARD MEETINGS

First Tractor Company Limited* (the "Company") issued this announcement in accordance with Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

According to the Securities Law of the People's Republic of China and the Official Reply of the State Council on the Adjustment of the Provisions Applicable to the Notice Period of Convening General Meetings of Shareholders and Other Matters

Applicable to the Companies Listed Abroad (Guo Han [2019] No.97) 《( 國 務 院 關 於 調 整 適 用 在 境 外 上 市 公 司 召 開 股 東 大 會 通 知 期 限 等 事 項 規 定 的 批 覆》

( 國 函[2019] 97 號)), and in combination with the actual situation of the Company, the 31st meeting of the eighth session of the board of directors of the Company considered and approved the Resolutions on Amendments to the Articles of Association, the Rules of Procedure for General Meetings and the Rules of Procedure for Board Meetings. Details of the amendments are as followings:

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1. THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION ARE AS FOLLOWS:

Original articles	Amended articles
Article 8 These Articles are prepared	Article 8 These Articles are prepared
mainly pursuant to the Company Law,	mainly pursuant to the Company Law,
the "Mandatory Provisions for Articles	the "Mandatory Provisions for Articles
of Association of the Companies to be	of Association of the Companies to be
Listed Overseas" (Zheng Wei Fa [1994]	Listed Overseas" (Zheng Wei Fa [1994]
No. 21) (hereafter as the "Mandatory	No. 21) (hereafter as the "Mandatory
Provisions") issued by the State Council	Provisions") issued by the State Council
Securities Policy Committee and the	Securities Policy Committee and the
State Commission for Restructuring	State Commission for Restructuring
the Economic System on 27 August	the Economic System on 27 August
1994, "Letter Regarding Opinion on	1994, "Letter Regarding Opinion on
Supplementary Amendments to Articles	Supplementary Amendments to Articles
of Association of Companies to be Listed	of Association of Companies to be Listed
in Hong Kong" (Zheng Jian Hai Han	in Hong Kong" (Zheng Jian Hai Han
[1995] No. 1) issued by Overseas Listing	[1995] No. 1) issued by Overseas Listing
Division of China Securities Regulatory	Division of China Securities Regulatory
Commission and the State Commission	Commission and the State Commission
for Restructuring the Economic System on	for Restructuring the Economic System
3 April 1995 and Guidelines on Articles	on 3 April 1995, the Official Reply on the
of Association of Listed Companies	Adjustment of the Provisions Applicable
(as amended in 2019) issued by China	to the Notice Period of Convening General
Securities Regulatory Commission on	Meetings of Shareholders and Other
16 March 2006. The amendments to the	Matters Applicable to the Companies
Articles of Association in relation to the	Listed Abroad issued by the State Council
Mandatory Provisions shall be made in	on 22 October 2019and Guidelines
accordance with Article 260.	on Articles of Association of Listed
	Companies (as amended in 2019) issued by
	China Securities Regulatory Commission
	on 16 March 2006. The amendments to
	the Articles of Association in relation to
	the Mandatory Provisions shall be made in
	accordance with Article 259.

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Original articles	Amended articles
Article 53 No changes resulting from	Article 53 Where the laws, administrative
share transfers may be made to the register	regulations, departmental rules, regulatory
of members within 30 days prior to a	documents, and stock exchanges or
shareholders' general meeting or 5 days	regulatory authorities in the jurisdictions
prior to the determination date for the	where the shares of the Company are listed,
Company's distribution of dividends.	have requirements on the book closure
	period of share transfer registration prior
The provision aforementioned only	to the convention of general meetings and
applies to the shareholders of overseas	the record date regarding the Company's
listed foreign shares listed on the Hong	decision to distribute dividend, such
Kong Stock Exchange. Registration of	requirements should be followed.
any changes made to the register of the
shareholders of A shares is subject to the
applicable domestic laws and regulations.
The interval between the date of book
closure for the shareholders of A shares
and the date of the general meeting shall
not be more than 7 working days. Once
the date of book closure for the general
meeting is determined, it shall not be
changed.
Article 79 When the Company is to hold	Article 79 When the Company is to hold
a general meeting, it shall issue a notice	an annual general meeting, it shall issue a
by means of a public announcement or	notice by means of a public announcement
other means (if necessary) as prescribed	or other means (if necessary) as prescribed
in the Articles of Association 45-60 days	in the Articles of Association twenty (20)
prior to the meeting informing all the	working days prior to the annual general
registered shareholders of the matters to	meeting informing all the shareholders
be examined at the general meeting as	of the time, the place and the matters
well as the date and place of the meeting.	to be considered at the meeting. For
A shareholder who intends to attend the	the extraordinary general meeting, the
meeting shall deliver to the Company his	Company shall, fifteen (15) days or ten (10)
written reply concerning his attendance	working days (whichever is later) prior
at such meeting twenty (20) days before	to the convening of the meeting, issue a
the date of the meeting. Where there are	notice by means of a public announcement
domestic regulations or rules of procedures	or other means (if necessary) as prescribed
for general meetings governing the book	in the Articles of Association informing all
closure date for shareholders of A shares	the shareholders of the time, the place and
to attend a general meeting and the date for	the matters to be considered at the meeting.
giving a written reply by the shareholders	A shareholder who intends to attend the
of A shares in respect of attending the	meeting shall deliver to the Company his
meeting, those regulations and rules shall	written reply concerning his attendance at
be followed.	such meeting within the prescribed time
	as specified in the notice of the general
	meeting.

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Original articles	Amended articles
Article 82 The Company shall, based on	Deleted
the written replies which it receives from
the shareholders twenty (20) days before
the date of the general meeting, calculate
the number of voting shares represented
by the shareholders who intend to attend
the meeting. If the number of voting shares
represented by the shareholders intending
to attend the meeting is more than half
of the total number of the Company's
voting shares, the Company may hold the
general meeting. Otherwise, the Company
shall within five (5) days inform the
shareholders once again of the matters
to be examined at the meeting as well as
the date and place of the meeting in the
form of a public announcement. Upon
notification by public announcement, the
Company may hold the general meeting.
Article 87	Article 86
⋯	⋯
The notice of a general meeting to holders	The notice of a general meeting to holders
of domestic shares shall be published	of domestic shares shall be published on
on one (1) or more national newspapers	the websites of the securities exchanges
designated by the securities authority of the	andone (1) or more national newspapers
State Council or via other means permitted	designated by the securities authority of the
by the securities authority of the State	State Council or via other means permitted
Council from time to time within forty-five	by the securities authority of the State
(45) days to fifty (50) days before the date	Council from time to time within the period
of the meeting; after the publication or issue	specified in Article 79 of the Articles of
of such notice, the holders of domestic	Association; after the publication or issue
shares shall be deemed to have received	of such notice, the holders of domestic
the notice of the relevant general meeting.	shares shall be deemed to have received
	the notice of the relevant general meeting.

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Original articles	Amended articles
The notice of a general meeting to	The notice of a general meeting to holders
holders of foreign-invested shares shall	of foreign - invested shares shall be
be published on the Company's website	published on the Company's website and/
and/or the website of the stock exchange	or the website of the stock exchange where
where the overseas-listedforeign-invested	the overseas-listedforeign-invested shares
shares are listed within forty-five (45)	are listed within the period specified in
days to sixty (60) days before the date	Article 79 of the Articles of Association. In
of the meeting. In case that the laws and	case that the laws and regulations and the
regulations and the Listing Rules where	Listing Rules where shares of the Company
shares of the Company are listed are	are listed are complied with, the holders
complied with, the holders of foreign-	of foreign-invested shares shall be deemed
invested shares shall be deemed to have	to have received the notice of the relevant
received the notice of the relevant general	general meeting after the publication of
meeting after the publication of such	such notice.
notice.
Article 99 The Board, Independent	Article 98 The Board, Independent
Directors and those shareholders who	Directors and those shareholders who
have met the relevant requirements (to be	have met the relevant requirements (to
determined by the standards promulgated	be determined by the relevant laws and
by the competent regulatory authorities	regulationsand the standards promulgated
from time to time) may openly collect	by the competent regulatory authorities
their voting rights at the general meeting	from time to time) or investor protection
from the Company's shareholders. If the	institutions established in accordance
collector openly collects the voting rights of	with laws, administrative regulations or
the Company's shareholders, the collector	the provisions of the securities regulatory
shall comply with the requirements of the	authorities under the State Council may,
relevant regulatory authorities and the stock	acting as the solicitors or entrusting securities
exchange(s) on which the Company's shares	companies or securities service institutions
are listed.	in the capacity of collector, publicly request
	the shareholders of the Company to entrust it
	to attend the general meetings and exercise
	the rights of shareholders such as the right to
	propose proposals and the voting rights on
	their behalf.

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