PDF《THIS CIRCULAR IS IMPORTANT AND》

13 Relationship Between Parties and Listing Rules Implications

13 AGM

14 Recommendations

15 Additional Information

15 Letter from the Independent Board Committee

16 Letter from Bridge Partners

17 Appendix I C Hong Kong Valuation Report on the Lands and Buildings

31 Appendix II C Extract of PRC Valuation Reports on the Lands and Buildings

42 Appendix III C Extract of PRC Valuation Report on YTO Injection Pump

47 Appendix IV C General Information

51 Supplemental Notice of AGM

56 DEFINITIONS ― ii ― In this circular, the following expressions shall have the meanings stated below unless the context otherwise requires: Acquisitions the acquisitions of the Lands and Buildings pursuant to the Assets Transfer Agreements AGM the

2010 annual general meeting of the Company to be convened and held at 9:00 a.m. on

17 June

2011 (Friday) at No.154 Jianshe Road, Luoyang, Henan Province, the PRC, for, among other things, the Independent Shareholders to consider and, if thought fit, approve the Assets Transfer Agreements and the transactions contemplated thereunder Announcement the announcement of the Company dated

18 May

2011 in relation to the Acquisitions Assets Transfer Agreement I the assets transfer agreement dated

18 May

2011 entered into between the Company and YTO, pursuant to which the Company has agreed to purchase the Land and Building I from YTO Assets Transfer Agreement II the assets transfer agreement dated

18 May

2011 entered into between YTO and YTO Diesel, pursuant to which YTO Diesel has agreed to purchase the Land and Building II from YTO Assets Transfer Agreements the Assets Transfer Agreement I, the Assets Transfer Agreement II and the Capital Increase Agreement associate(s) has the same meaning as ascribed to this term under the Listing Rules Board the board of Directors Bridge Partners or ? Independent Financial Adviser Bridge Partners Capital Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisitions, being a licensed corporation licensed by Securities and Futures Commission to carry out on Type

1 (dealing in securities) and Type

6 (advising on corporate finance) regulated activities under the SFO DEFINITIONS ― iii ― Capital Increase Agreement the capital increase agreement dated

18 May

2011 entered into among the Company, YTO, YTO Diesel and the Natural Person Investors, pursuant to which YTO shall make capital contribution to YTO Injection Pump by injecting the Land and Building III with the appraised value of approximately RMB26,000,000 (equivalent to approximately HK$30,940,000) as at

31 March

2011 in return for 18.184% equity interest in YTO Injection Pump (as enlarged by the capital injection by YTO) Company First Tractor Company Limited* (第一拖拉机股份有限公司), a joint stock company with limited liability incorporated in the PRC, the H Shares of which are listed on the Stock Exchange (Stock Code: 0038) connected person(s) has the same meaning as ascribed to this term under the Listing Rules controlling shareholder has the same meaning as ascribed to this term under the Listing Rules Directors the directors of the Company, including the independent non- executive directors Domestic Share(s) the ordinary shares of the Company of RMB1.00 each which are subscribed for in Renminbi by PRC nationals and/or PRC incorporated entities, all of which have been allotted and issued and are fully paid up Group the Company and its subsidiaries HK$ Hong Kong dollars, the lawful currency of Hong Kong Hong Kong the Hong Kong Special Administrative Region of the PRC H Share(s) the overseas listed foreign share(s) having a nominal value of RMB1.00 each in the capital of the Company, which are subscribed for and traded in Hong Kong dollars, all of which are listed on the Stock Exchange Independent Board Committee an independent committee of the Board comprising all the independent non-executive Directors, namely Mr. Chan Sau Shan, Gary, Mr. Luo Xiwen, Mr. Hong Xianguo and Mr. Zhang Qiusheng DEFINITIONS ― iv ― Independent Shareholders Shareholders other than YTO and its associates independent third parties third parties independent of the Company and connected persons of the Company Land and Building I the land use rights related to three land parcels all located at No.154, Jianshe Road, Luoyang, Henan Province, the PRC, with a total gross land area of approximately 515,127.30 sq. m., together with some of the buildings erected thereon with a total gross floor area of approximately 48,210.12 sq. m. Land and Building II the land use rights related to the land parcel located at No.154, Jianshe Road, Luoyang, Henan Province, the PRC, with a gross land area of approximately 59,811.40 sq. m., together with a building erected thereon with a total gross floor area of approximately 208.82 sq. m. Land and Building III the land use rights related to the land parcel located at No.154, Jianshe Road, Luoyang, Henan Province, the PRC, with a gross land area of approximately 33,056.20 sq. m., together with a building erected thereon with a total gross floor area of approximately 1,909.88 sq. m. Lands and Buildings the Land and Building I, the Land and Building II and the Land and Building III Latest Practicable Date