First Tractor : ARTICLES OF ASSOCIATION (in PDF)

ARTICLES OF ASSOCIATION

Approved and Accepted at the Extraordinary Shareholders'

General Meeting Held on June 5, 1997

Amended at the Extraordinary Shareholders' General Meeting Held on November 18, 2002

Amended at the Shareholders' General Meeting Held on October 28, 2004

Amended at the Board Meeting Held on October 31, 2007

(Under Authorization of the Annual Shareholders' General Meeting Held on June 15, 2007)

Amended at the Extraordinary Shareholders' General Meeting Held on September 9, 2008

Amended at the Annual Shareholders' General Meeting Held on June 19, 2009

Amended at the Extraordinary Shareholders' General Meeting Held on August 16, 2010

Amended at the Extraordinary Shareholders' General Meeting Held on January 19, 2012

Amended at the Extraordinary Shareholders' General Meeting Held on March 6, 2012

Amended at the Board Meeting Held on August 14, 2012

(Under Authorization of the Extraordinary Shareholders' General Meeting on August 15, 2011)

Amended at the Annual Shareholders' General Meeting Held on May 29, 2014

Amended at the Extraordinary Shareholders'

General Meeting Held on October 31, 2014 Amended at the Extraordinary Shareholders'

General Meeting Held on October 29, 2015 Amended at the Extraordinary Shareholders'

General Meeting Held on December 13, 2016

Amended at the Board Meeting Held on May 26, 2017

(Under Authorization of the Annual Shareholders' General Meeting Held

on May 27, 2016)

Amended at the Extraordinary Shareholders' General Meeting Held

on August 28, 2018

Amended at the Extraordinary Shareholders' General Meeting Held

on November 29, 2019

Amended at the Board Meeting Held on March 1, 2021 (Under Authorization of the Extraordinary Shareholders'

General Meeting on July 24, 2020)

Amended at the Annual Shareholders' General Meeting Held on June 8, 2021

Amended at the Extraordinary Shareholders' General Meeting Held

on November 2, 2021

Amended at the Extraordinary Shareholders' General Meeting Held on April 13, 2022

April 2022

These Articles have both Chinese and English versions, the English version is for reference only. Should there be any discrepancy between the two versions, the Chinese version shall prevail.

CONTENT

Chapter	Title	Page
CHAPTER 1	GENERALPROVISIONS .............................	3
CHAPTER 2	OBJECTIVES AND SCOPE OF BUSINESS . . . . . . . . . . . . . . .	6
CHAPTER 3	SHARES AND REGISTERED CAPITAL . . . . . . . . . . . . . . . . .	7
CHAPTER 4	CAPITAL REDUCTION AND
REPURCHASEOFSHARES ........................	12
CHAPTER 5	FINANCIAL ASSISTANCE FOR THE PURCHASE OF
SHARES OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . .	16
CHAPTER 6	SHARE CERTIFICATES AND REGISTER OF MEMBERS ..	17
CHAPTER 7	RIGHTS AND OBLIGATIONS OF SHAREHOLDERS . . . . . .	24
CHAPTER 8	THE OBLIGATIONS OF THE CONTROLLING
SHAREHOLDERS TO OTHER SHAREHOLDERS . . . . . . .	29
CHAPTER 9	GENERALMEETINGS ..............................	31
CHAPTER 10	SPECIAL PROCEDURES FOR VOTING BY
ACLASSOFSHAREHOLDERS .....................	50
CHAPTER 11	BOARDOFDIRECTORS ............................	53
CHAPTER 12	SECRETARY TO THE BOARD OF DIRECTORS . . . . . . . . . .	64
CHAPTER 13	GENERALMANAGER ..............................	65
CHAPTER 14	SUPERVISORYCOMMITTEE ........................	67
CHAPTER 15	QUALIFICATIONS AND OBLIGATIONS OF DIRECTORS,
GENERAL MANAGER, SUPERVISORS AND
OTHER SENIOR OFFICERS OF THE COMPANY .......	71
CHAPTER 16	FINANCIAL AND ACCOUNTING SYSTEMS . . . . . . . . . . . .	81
CHAPTER 17	DISTRIBUTIONOFPROFITS .........................	82
CHAPTER 18	APPOINTMENT OF ACCOUNTANCY FIRM . . . . . . . . . . . . .	88
CHAPTER 19	LABOR MANAGEMENT AND TRADE UNIONS . . . . . . . . . .	92
CHAPTER 20	MERGER AND DIVISION OF THE COMPANY . . . . . . . . . . .	93
CHAPTER 21	DISSOLUTION AND LIQUIDATION . . . . . . . . . . . . . . . . . . .	94
CHAPTER 22	PROCEDURES FOR AMENDMENT
OF THE ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . .	98
CHAPTER 23
CHAPTER 24
CHAPTER 25

NOTICEANDANNOUNCEMENT ..................... 99

DISPUTERESOLUTION ............................. 101

EXPLANATIONS ................................... 102

FIRST TRACTOR COMPANY LIMITED (a joint stock company incorporated in the People's

Republic of China with limited liability)

Articles of Association

CHAPTER 1 GENERAL PROVISIONS

Article 1.

First Tractor Company Limited (hereafter as "this Company" or "the Company") is a joint stock limited company incorporated in accordance with the Company Law of the People's Republic of China(hereafter as the "Company Law"), the Special Provisions of the State Council concerning the Flotation and Listing Abroad of Shares by Joint Stock Company with Limited Liability €਷ਕ৫ᗫ׵ٰ΅Ϟࠢ ʮ̡ྤ̮෍ණٰ΅ʿɪ̹ٙतй஝֛ (hereafter the "Special Provisions") and other relevant laws and administrative regulations of the People's Republic of China (hereafter as the "PRC"). In order to comply with the Company Law, Special Provisions and Guidelines on Articles of Association of Listed Companies (as amended in 2022) €ɪ̹ʮ̡௝೻ܸˏ'€ 2022 ϋࡌࠈ , the Company convened an extraordinary general meeting on 8 May 1997, an extraordinary general meeting on 18 November 2002, a general meeting on 28 October 2004, a Board meeting on 31 October 2007 (as authorized by the annual general meeting on 15 June 2007), an extraordinary general meeting on 9 September 2008, the 2008 annual general meeting, an extraordinary general meeting on 16 August 2010, the extraordinary shareholders' general meeting held on 19 January 2012, the extraordinary shareholders' general meeting held on 6 March 2012, a Board meeting on 14 August 2012 (as authorized by the extraordinary general meeting on 15 August 2011), the 2013 annual general meeting, the extraordinary shareholders' general meeting held on 31 October 2014, the extraordinary shareholders' general meeting held on 29 October 2015, the extraordinary shareholders' general meeting held on 13 December 2016, a Board meeting on 26 May 2017 (as authorized by the annual general meeting of the Company on 27 May 2016), the extraordinary shareholders' general meeting on 28 August 2018, the extraordinary shareholders' general meeting on 29 November 2019 and the Board meeting on 1 March 2021(as authorized by the extraordinary shareholders' general meeting on 24 July 2020) and the annual general meeting on 8 June 2021, the extraordinary shareholders' general meeting on 2 November, 2021, the extraordinary shareholders' general meeting on 13 April, 2022 to amend its Articles of Association.

Upon approval by the State Commission for Restructuring the Economic Systems, as evidenced by Document No. Ti Gai Sheng [1992] 60, the Company was incorporated on 8 May 1997 by means of sponsorship, was registered with the Henan Province Administration for Industry and Commerce on 8 May 1997, and obtained an Enterprise Entity Business License thereafter.

Promoter of the Company: the First Tractor Engineering Machinery Co., which was renamed to YTO Group Corporation ("YTO") in May 1997.

Article 2.

The overseas listed foreign shares, denominated in foreign currency and listed overseas, were issued to foreign investors by the Company and listed on the Main Board of The Stock Exchange of Hong Kong Limited in 1997. In addition, the Company was approved by China Securities Regulatory Committee to issue its ordinary shares denominated in RMB to the domestic public for the first time, and they were listed on the Shanghai Stock Exchange on 8 August 2012.

Article 3.

The Company's registered name in Chinese: ୋɓ׮זዚٰ΅Ϟࠢ ʮ̡

The Company's registered name in English: First Tractor Company Limited

Article 4.

The Company's address:	154 Jian She Road, Luoyang, Henan
Province, PRC
Postal Code:	471004
Tel:	0379-64967038
Fax:	0379-64967438

Article 5.

Authorized legal representative of the Company is the Chairman of the Board of Directors of the Company.

Article 6. The Company is a joint stock limited company with perpetuity.

Article 7.

The Articles of Association shall be approved and accepted by a special resolution of a shareholders' general meeting and become effective on the date of approval by the relevant national authorities to replace the former Articles of Association registered at the industrial and commercial administrative authorities.

Article 8.

These Articles are prepared mainly pursuant to the Company Law, the "Mandatory Provisions for Articles of Association of the Companies to be Listed Overseas" (Zheng Wei Fa [1994] No. 21) (hereafter as the "Mandatory Provisions") issued by the State Council Securities Policy Committee and the State Commission for Restructuring the Economic System on 27 August 1994, "Letter Regarding Opinion on Supplementary Amendments to Articles of Association of Companies to be Listed in Hong Kong" (Zheng Jian Hai Han [1995] No. 1) issued by Overseas Listing Division of China Securities Regulatory Commission and the State Commission for Restructuring the Economic System on 3 April 1995, the Official Reply 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 issued by the State Council on 22 October 2019 and Guidelines 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.

Article 9.

The Articles of Association shall be the legally binding document that regulates the organization and acts of the Company as well as the rights and obligations between the Company and its shareholders and among the shareholders from the date on which the Articles of Association become effective.

Article 10. The Articles of Association shall be binding upon the Company and its shareholders, Directors, supervisors, general manager and other senior officers. All the above persons may make claims related to Company matters in accordance with the Articles of Association.

Shareholders may sue the Company in accordance with the Articles of Association. The Company may sue shareholders in accordance with its Articles of Association. Shareholders may sue shareholders in accordance with the Articles of Association. Shareholders may sue Directors, supervisors, general manager and other senior officers of the Company in accordance with the Articles of Association.

For the purposes of the above paragraph, the term "sue" shall include court proceedings and arbitration proceedings.

Article 11. The entire capital of the Company is divided into shares of equal value and shareholders shall be liable to the Company to the extent of the shares held by them. The Company is liable for its debts with all its assets.