Stock Code: 0038.HK 601038.SH 2019 ANNUAL REPORT * For identification purposes only IMPORTANT NOTICE I. The board of directors (the “Board”) and board of supervisors (the “Board of Supervisors”) of First Tractor Company Limited (the “Company”), and its directors (the “Directors”), supervisors (the “Supervisors”) and senior management confirm that there are no false information, misleading statements or material omissions contained in this Annual Report, and severally and jointly accept responsibility for the truthfulness, accuracy and completeness of the contents therein. II. All the directors attended the meeting of the Board of the Company. III. Da Hua Certified Public Accountants (Special General Partnership) issued the standard unqualified audit report to the Company. IV. Mr. Li Xiaoyu (the person in charge of the Company), Ms. Zhao Junfen (the person in charge of the accounting function) and Ms. Min Li (the person in charge of the Accounting Department and the accounting manager) have declared and confirmed the truthfulness, accuracy and completeness of the financial statements in the Annual Report. V. Proposal of profit distribution or proposal of capitalization from capital reserves for the Reporting Period as considered by the Board Given the Company’s financial condition, the board of directors of the Company has formulated a plan for not distributing annual profits according to the Articles of Association of the Company. For details, please refer to the relevant dividend distributions in Section V “Significant Events” of this Annual Report. VI. Statement for the risks involved in forward-looking statements Forward-looking statements such as the development strategy and business plan of the Company contained in this Annual Report do not constitute any substantial commitment to investors by the Company. Investors are advised to pay attention to risks. VII. Is there any misappropriation of funds not in the ordinary course of business by the controlling shareholders or its associates? No. VIII. Is there any external guarantee in violation of any established decision-making procedures? No. IX. Significant risks warning Please refer to “Management Discussion and Analysis” of this Annual Report for analysis and description of risks which may occur in management and future development of the Company concluded based on the industry and operation situation of the Company under the materiality principle. CONTENTS Section I Definitions ............................................................... 5 Section II Company Profile and Key Financial Indicators ..................................... 8 Section III Overview of the Business of the Company ........................................ 16 Section IV Management Discussion and Analysis ........................................... 20 Section V Significant Events .......................................................... 44 Section VI Changes in Ordinary Shares and information on Shareholders ......................... 75 Section VII Preference Shares ......................................................... 81 Section VIII Directors, Supervisors, Senior Management and Employees........................... 82 Section IX Corporate Governance ...................................................... 95 Section X Supplemental Information on Finance Business of the Company........................ 114 Section XI Financial Statements........................................................ 117 Section XII Documents Available for Inspection............................................. 360 2 FIRST TRACTOR COMPANY LIMITED 2019 ANNUAL REPORT MAJOR EVENTS OF FIRST TRACTOR IN 2019 March The “Dongfanghong” brand of the Company topped a number of the lists, including the “brand awareness”, “cost performance”, “after-sales service”, “purchase experience”, “value-added services” and “repurchase choice” lists, in the 11th “National Agricultural Machinery Brands to Customers’ Satisfaction” selection activity jointly held by China Association of Agricultural Machinery Manufacturing Industry, China Association of Agricultural Mechanization and China Agricultural Machinery Distribution Association and undertaken by the Agricultural Machinery press. Mr. Liu Jiguo was appointed as the General Manager of the Company in the fourth meeting of the eighth Session of the Board the Company. The Company completed the transfer of all the equity and debts of held in YTO (Luoyang) Transportation Machinery Company Limited (一拖（洛陽）搬運機械有限公司). April Dongfanghong LX904, a model of autonomous driving tractor of the Company, were delivered in bulk and put into use in Tongliao agricultural machinery cooperation of Inner Mongolia. The Company convened the first Extraordinary General Meeting of 2019, in which, Mr. Li Xiaoyu, Mr. Cai Jibo and Mr. Liu Jiguo was elected as directors of the Company. Mr. Li Xiaoyu and Mr. Cai Jibo were elected as the Chairman and vice Chairman, respectively, at the seventh meeting of the eighth session of board of directors of the Company. 3 MAJOR EVENTS OF FIRST TRACTOR IN 2019 (CONTINUED) May The first Dongfanghong hi-powered wheeled tractor equipped with the Dongfanghong National IV Standard diesel engine was made pilot launch on the market. June Ms. Zhao Junfen was appointed as the Chief financial officer of the Company in the ninth meeting of the eighth Session of the Board. In the TOP50 + selection of annual agricultural machinery products electing event, the Dongfanghong LX904 autonomous driving tractor won the Annual Tractor Award, the Dongfanghong LF1104-C unmanned tractor won the Annual Technology Innovation Award, and YTO (Luoyang) Diesel Engine Company Limited (一 拖（ 洛 陽 ）柴 油機有限公司), a controlled subsidiary of the Company, was listed in the top of excellent matching parts suppliers. Luoyang Tractors Research Institute Company Limited (洛陽拖拉機研究所有限公司), a controlled subsidiary of the Company, made capital contribution in Luoyang Intelligent Agricultural Equipment Research Institute Co., Ltd. August Mr. Xue Wenpu was appointed as the Deputy General Manager of the Company in the tenth meeting of the eighth Session of the Board. September Dongfanghong 54 crawler tractor, the first tractor produced in new China, was exhibited in the “Great Journey and Brilliant Achievements -- 70 Years’ Large- scale Achievements Exhibition”. 4 FIRST TRACTOR COMPANY LIMITED 2019 ANNUAL REPORT MAJOR EVENTS OF FIRST TRACTOR IN 2019 (CONTINUED) November The Company’s Dongfanghong LR6M series diesel engine won the “2019 gold award for annual product in China agricultural machinery industry” at the 2019 China International Agricultural Machinery Exhibition. Mr. Zhang Hongsheng was elected as the Supervisor of the Company in the second 2019 EGM of the Company. Mr. Zhang Hongsheng was elected as the Chairman of the Board of Supervisors of the Company in the sixth meeting of the eighth Session of the Board of Supervisors. December The Dongfanghong-LF2204 wheeled tractor project won the First Prize of the 2019 Agricultural Machinery Science and Technology Award. Luoyang Tractors Research Institute Company Limited (洛 陽拖拉機研究所有限公司), a controlled subsidiary of the Company, was recognized as “National Industrial Design Center” by the Ministry of Industry and Information Technology. The Company completed the transfer of 100% equity held in YTO (Xinjiang) Dongfanghong Equipment Machinery Company Limited (一拖（新疆）東方紅裝備機械 有限公司) to YTO Group Corporation (中國一拖集團有限 公司). Luoyang Tractors Research Institute Company Limited (洛 陽拖拉機研究所有限公司), a controlled subsidiary of the Company, completed the transfer of 100% equity held in Luoyang Xiyuan vehicle and Power Inspection Institute Co., Ltd. (洛陽西苑車輛與動力檢驗所有限公司) to YTO Group Corporation (中國一拖集團有限公司). The Company won the “Most Socially Responsible Listed Company” award in the 2019 Golden HK Stock held by Zhitongcaijing.com. 5 DEFINITIONS Unless the context otherwise requires, the following terms should have the following meanings in the Annual Report: DEFINITION OF COMMONLY USED TERMS A Share(s) ordinary share(s) as approved by the CSRC which are issued to domestic investors and qualified foreign investors, traded on the PRC domestic stock exchange, denominated, subscribed for and traded in RMB agricultural machinery various machinery used in the crop farming and animal husbandry production, and the primary processing and treatment of agricultural and animal products Auditor,accountant the financial statement auditor, Da Hua Certified Public Accountants (Special General Partnership), appointed by the Company as the Company’s auditor for the year of 2019 Bank of Luoyang Bank of Luoyang Co.,Ltd. (洛陽銀行股份有限公司), an equity participating company of the Company CAMACO China-Africa Machinery Corp. (中非重工投資有限公司), a controlled subsidiary of the Company CBIRC China Banking and Insurance Regulatory Commission Changtuo Company Changtuo Agricultural Machinery Equipment Group Company Limited (長拖農業機械裝 備集團有限公司), a controlled subsidiary of the Company Changxing Company Luoyang Changxing Agricultural Machinery Company Limited (洛陽長興農業機械有限 公司), a wholly-owned subsidiary of the Company Controlled subsidiary a company held as to more than 50% shares or equity interest by the Company, or a company actually controlled by the Company through agreement and arrangement crawler tractor tractor with crawler as walking device CSRC China Securities Regulatory Commission diesel engine internal combustion engine that uses diesel as fuel Group the Company and its controlled subsidiaries H Share(s) ordinary share(s) as approved by