PDF《THIS CIRCULAR IS IMPORTANT AND》

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION *? For identification purposes only

26 May

2011 If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountants 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 supplemental form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. 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. (a joint stock company incorporated in the People'

s Republic of China with limited liability) CONNECTED AND DISCLOSEABLE TRANSACTIONS ACQUISITIONS OF THE LANDS AND BUILDINGS Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders of First Tractor Company Limited in respect of the connected transactions A letter from the Board is set out on pages

1 to

15 of this circular. A letter from the Independent Board Committee is set out on page

16 of this circular. A letter from Bridge Partners Capital Limited, the Independent Financial Adviser, containing its recommendations to the Independent Board Committee and the Independent Shareholders is set out on pages

17 to

30 of this circular. A supplemental notice of the

2010 annual general meeting (the AGM ) of First Tractor Company Limited (the Company ) to be held at 9:00 a.m., on

17 June

2011 (Friday) at No.154 Jianshe Road, Luoyang, Henan Province, the People'

s Republic of China (the PRC ) is set out on pages

56 to

58 of this circular. A supplemental form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying supplemental form of proxy in accordance with the instructions printed thereon. In case of H Shares, the supplemental proxy form shall be lodged with the Company'

s branch share registrar in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F., Hopewell Centre,

183 Queen'

s Road East, Wanchai, Hong Kong;

and in case of Domestic Shares, the supplemental proxy form shall be lodged at the registered address and principal place of business of the Company at No.154 Jianshe Road, Luoyang, Henan Province, the PRC, as soon as possible and in any event not less than

24 hours before the time scheduled for holding the AGM (or any adjourned meeting thereof). Completion and delivery of the supplemental form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment if you so desire. CONTENTS ― i ― Pages Definitions ii Letter from the Board

1 Introduction

1 Assets Transfer Agreement I and Assets Transfer Agreement II

3 Capital Increase Agreement

5 Basis of the Considerations

8 Information of the Lands and Buildings and YTO Injection Pump

9 Effects of the Acquisitions

11 Reasons for the Acquisitions

12 Information of the Group, YTO Diesel and YTO