POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING AND THE CLASS MEETING HELD ON 2 NOVEMBER 2021 AND THE ELECTION OF THE CHAIRMAN OF THE BOARD OF SUPERVISORS (in PDF)

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POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING

AND THE CLASS MEETING HELD ON 2 NOVEMBER 2021

AND THE ELECTION OF THE CHAIRMAN OF THE BOARD OF

SUPERVISORS

The Board is pleased to announce that all the proposed resolutions set out in the Notices were duly passed by way of poll at the Extraordinary General Meeting and the Class Meeting held on 2 November 2021.

Reference is made to the Notice of EGM of First Tractor Company Limited* (the "Company") dated 16 September 2021, the Notice of the Class Meeting for Holders of H Shares dated 16 September 2021 and the supplemental notice dated 18 October 2021 (collectively, the "Notices") and the circular dated 12 October 2021 (the "Circular"). Unless otherwise defined in this announcement, capitalized terms used in this announcement shall have the same meanings as those defined in the Notices and the Circular.

CONVENING AND ATTENDANCE OF THE EGM, THE CLASS MEETING FOR HOLDERS OF A SHARES AND THE CLASS MEETING FOR HOLDERS OF H SHARES

The EGM, the Class Meeting for Holders of A Shares and the Class Meeting for Holders of H Shares were consecutively held at No. 154 Jianshe Road, Luoyang, Henan Province, the PRC, on Tuesday, 2 November 2021. All the proposed resolutions set out in the Notices were duly passed by way of poll at the EGM and the Class Meetings.

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The total number of issued Shares, A Shares and H Shares entitling the holders to attend and vote on resolutions at the EGM and the Class Meetings are as follows:

1. The EGM:

1. The number of Shareholders attending in person or by

proxy	14
Including: the number of A Shareholders	13
the number of holders of foreign shares listed
overseas (H shares)	1
(2) The total number of shares carrying voting rights held by
Shareholders attending the meeting (shares)	576,769,492
Including: the total number of shares held by A Shareholders	561,258,440
the total number of shares held by holders of
foreign shares listed overseas (H shares)	15,511,052
(3) The number of shares carrying voting rights held by
Shareholders attending the meeting as a percentage of the
total number of shares of the Company carrying voting
rights (%)	51.33
Including: the number of shares held by A Shareholders as a
percentage of the total number of shares (%)	49.95
the number of shares held by holders of foreign
shares listed overseas as a percentage of the total
number of shares (%)	1.38
2. The Class Meeting for Holders of A Shares:
(1) The number of Shareholders attending in person or by
proxy	13
(2) The total number of shares carrying voting rights held by
Shareholders and proxies attending the meeting	561,258,440
(3) The total number of shares carrying voting rights held
by Shareholders and proxies attending the meeting as a
percentage of the total number of shares of the Company
carrying A Share voting rights (%)	76.71

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3. The Class Meeting for Holders of H Shares:

(1)	The number of Shareholders attending in person or by
	proxy	1
(2)	The total number of shares carrying voting rights held by
	Shareholders and proxies attending the meeting	15,407,052

1. The total number of shares carrying voting rights held by Shareholders and proxies attending the meeting as a percentage of the total number of shares of the Company

carrying H Share voting rights (%)

3.93

As at the record date (i.e. 26 October 2021) of the EGM and the Class Meetings, the Company had in issue 1,123,645,275 Shares, divided into 731,705,275 A Shares and 391,940,000 H Shares. As disclosed in the Circular, YTO Group Corporation and its associates (holding in aggregate 548,485,853 A Shares) were required to abstain and have abstained from voting on ordinary resolutions No. 1.01 to 1.10 and 1.12 at the EGM.

Save as disclosed above, there were no Shares entitling the holders thereof to attend and abstain from voting in favour or abstain from voting at the EGM and/ or the Class Meetings, as the case may be, and no Shareholders have stated their intention in the Circular to vote against the resolutions or to abstain from voting at the EGM and/or the Class Meetings as the case may be.

The EGM and the Class Meeting are convened by the board of directors of the Company. The board of directors has unanimously agreed to recommend a director, Liu Jiguo, acting as Chairman and presiding over the meetings since the Chairman of the Board, Mr. Li Xiaoyu, can not attend the meetings for work reasons. A combination of live voting and online voting procedures was adopted for the meetings, which is in compliance with the requirements of the Company Law of the PRC, the Articles of Association and the Hong Kong Listing Rules.

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Some directors, supervisors and secretary to the Board of the Company attended the meetings and some members of senior management were also present at the meetings.

Da Hua Certified Public Accountants* (Special General Partnership) ( 大 華 會 計 師 事 務 所（特 殊 普 通 合 夥)), certified public accountants in the PRC, was the scrutineer for the vote-taking at the EGM and the Class Meetings. The shareholder representative of the Company, Zhong Lun Law Firm, and a supervisor of the Company were appointed as the counters and scrutineers for the vote-taking at the EGM and the Class Meetings.

POLL RESULTS OF THE EGM AND THE CLASS MEETINGS

1. Resolutions approved at the EGM by way of non-cumulative voting
   1.00 To consider and approve the continuing connected transactions for 2022 to 2024 of the Company

1.01 The Material Procurement Agreement for 2022 to 2024 entered into between the Company and YTO Group Corporation and annual transaction cap amounts for each year

Shareholder	For	Against	Abstention
Number	Percentage	Number of	Percentage	Number	Percentage
category
of votes	(%)	Votes	(%)	of votes	(%)
A Share	12,772,587	45.1589	0	0.0000	0	0.0000
H Share	15,081,052	53.3208	0	0.0000	430,000	1.5203
Total:	27,853,639	98.4797	0	0.0000	430,000	1.5203

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1.02 The Sale of Goods Agreement for 2022 to 2024 entered into between the Company and YTO Group Corporation and annual transaction cap amounts for each year

Shareholder	For	Against	Abstention
Number	Percentage	Number	Percentage	Number	Percentage
category
of votes	(%)	of Votes	(%)	of votes	(%)
A Share	12,772,587	45.1589	0	0.0000	0	0.0000
H Share	15,081,052	53.3208	0	0.0000	430,000	1.5203
Total:	27,853,639	98.4797	0	0.0000	430,000	1.5203

1.03 The Loan Service Agreement for 2022 to 2024 entered into between China First Tractor Group Finance Company Limited and YTO Group Corporation and annual transaction cap amounts for each year

Shareholder	For	Against	Abstention
Number	Percentage	Number	Percentage	Number	Percentage
category
of votes	(%)	of Votes	(%)	of votes	(%)
A Share	12,772,587	45.1589	0	0.0000	0	0.0000
H Share	15,081,052	53.3208	0	0.0000	430,000	1.5203
Total:	27,853,639	98.4797	0	0.0000	430,000	1.5203

1.04 The Bills Discounting Service Agreement for 2022 to 2024 entered into between China First Tractor Group Finance Company Limited and YTO Group Corporation and annual transaction cap amounts for each year

Shareholder	For	Against	Abstention
Number	Percentage	Number	Percentage	Number	Percentage
category
of votes	(%)	of Votes	(%)	of votes	(%)
A Share	12,772,587	45.1589	0	0.0000	0	0.0000
H Share	15,081,052	53.3208	0	0.0000	430,000	1.5203
Total:	27,853,639	98.4797	0	0.0000	430,000	1.5203

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