Ming Yang Smart Energy : Notice of the 2023 Annual General Meeting

Proposals to 2023 Annual General Meeting of

Ming Yang Smart Energy Group Limited

Guangdong, China

22 May 2024

Proposal 1：2023 Annual Work Report of the Board of Directors

To all shareholders and shareholders' proxies,

In 2023, the Board of Directors of the Company, in accordance with the Company Law, the Securities Law, relevant laws and regulations of the CSRC and the Shanghai Stock Exchange as well as the Articles of Association and the Procedural Rules of the Board of Directors, conscientiously performed the functions of the Board of Directors, exerted the independence of the independent directors, implemented the resolutions of the General Meetings, fulfilled the obligation of information disclosure in a timely manner, and did a good job in various tasks. All directors of the Company fulfilled their duties faithfully, honestly and diligently in line with the rights and obligations conferred by laws, regulations and the Articles of Association, and to provide advice and suggestions for the enhancement of the Company's governance level and operation. The following is a report on its work over the past year:

I. THE OVERALL OPERATIONS OF THE COMPANY IN 2023

The year 2023 was the first year for the implementation of the general principle of the 20th CPC National Congress in an all-round way, an important year for the commencement of building our nation into a modernized socialist country in an all-round way, and a critical linking year for the implementation of the "14th Five-Year" Plan, so it is crucial to do a good job in energy-related work for the year. President Xi Jinping, on behalf of the Chinese government, made a solemn promise that "China will strive to achieve the peak of its carbon dioxide emissions by 2030, and strive to achieve carbon neutrality by 2060". Adjusting and optimizing the energy structure and promoting green and low-carbon transformation are important ways to reduce carbon emissions and achieve carbon neutrality. We should study and implement Xi Jinping's idea of ecological civilization in depth, plan for development and security as a whole, and promote the green and low-carbon transformation of energy in a scientific and orderly manner, so as to provide a solid energy guarantee for high-quality development.

Board of Directors' Performance of its Work

(I) Regulated operation

In 2023, the Company held a total of 10 meetings of the Board of Directors, and the procedures of convening and holding of the meetings, the qualifications of persons attending the

meetings, the qualifications of the convenor and the voting procedures were all in compliance with the relevant provisions of laws, regulations and the Articles of Association, and the resolutions of the meetings were legal and valid. Details are as follows:

No	Session		Date	of	Resolution
.		convening
	the					the Resolution Regarding the By-election of Directors
	thirty-sixth
		16
	meeting	of
1	the	second	February	the Resolution Regarding Requesting to Convene the Second
	session of the	2023
		Extraordinary General Meeting in 2023
	Board		of
	Directors
						the Resolution Regarding Estimate of the Amount of Daily
						Related Party Transactions of the Company for 2023
						the Resolution Regarding Estimate of the Amount of External
	the					Guarantees of the Company for 2023
	thirty-seventh			the Resolution Regarding Estimate of the Amount of Credit
	meeting	of	17 March	Line the Company Applied for from Financial Institutions for
2	the	second	2023
2023
	session of the		the Resolution Regarding Repurchase and Cancellation of
	Board		of			Restricted Shares that Have been Granted to Certain
	Directors				Participants but not yet Unlocked under the 2019 Restricted
						Share Incentive Scheme
						the Resolution Regarding Requesting to Convene a General
						Meeting
						the Work Report of the General Manager for 2022
						the Work Report of the Board of Directors for 2022
						the Report on Work of Independent Directors for 2022
						the Report on the Performance of the Audit Committee under
	the					the Board of Directors for 2022
					the Final Accounts Report for 2022
	thirty-eighth
			the Texts of the Annual Report and its Summary for 2022
	meeting	of
	27	April	the Annual Internal Control Evaluation Report for 2022
3	the	second
2023		the Special Report on the Deposit and Use of Funds Raised in
	session of the
			2022
	Board		of
				the Resolution Regarding the Profit Distribution Plan for 2022
	Directors
				the	Resolution	Regarding	the	Remuneration	for
						Non-independent Directors for 2022
						the	Resolution	Regarding	the	Remuneration	for
						Non-independent Directors for 2022
						the	Resolution	Regarding the	Remuneration for	Senior

						Management for 2022
						the Resolution Regarding Changes in the Accounting Policies
						the Resolution Regarding Provision for Impairment of Assets
						the 2022 Environmental, Social and Governance Report of
						Ming Yang Smart Energy Group Corporation Limited
						the 2023 First Quarterly Report
						the Resolution Regarding the Proposed Issuance of Green
						Medium-term Notes
						the Resolution Regarding the Formulation of Management
						System for Information Disclosure of Debt Financing
						Instruments for Non-Financial Enterprises
						the Resolution Regarding Amendments to the Implementation
						Rules for the Audit Committee
						the Resolution Regarding Requesting to Convene 2022
						Annual General Meeting
	the
	thirty-ninth
	meeting	of	4	May	the Resolution Regarding the Plan for Repurchasing Shares
4	the	second
2023		through the Way of Centralized Bidding
	session of the
	Board		of
	Directors
						the Resolution Regarding Partially Change of Projects Funded
						with Proceeds Raised
	the	fortieth			the Resolution Regarding Change of the Registered Capital of
			the Company
	meeting	of
			the Resolution Regarding Amendments to the Articles of
	the	second	18	July
5	Association
session of the	2023
		the Resolution Regarding Adjustments to Repurchase Prices
	Board		of
				for the Restricted Shares of the First Grant and the Reserved
	Directors
				Portion under the 2019 Restricted Share Incentive Scheme
						the Resolution Regarding Requesting to Convene a General
						Meeting
						the 2023 Interim Report and its Summary
						the Special Report on the Deposit and Use of Funds Raised in
	the forty-first			the Half Year of 2023
			the Resolution Regarding the Re-appointment of Accounting
	meeting	of
			Firm
	the	second	29 August
6	the Resolution Regarding Estimate of the Amount of Newly
session of the	2023
		Added External Guarantees of the Company for 2023
	Board		of
				the Resolution Regarding Amendments to the Articles of
	Directors
				Association
						the Resolution Regarding the Amendments to the Rules of
						Procedures of General Meetings

					the Resolution Regarding the Amendments to the Procedural
					Rules of the Board of Directors
					the Resolution Regarding Amendments to the Implementation
					Rules for the Audit Committee under the Board of Director
					the Resolution Regarding Amendments to the Implementation
					Rules for the Remuneration and Review Committee under the
					Board of Directors
					the Resolution Regarding Amendments to the Implementation
					Rules for the Nomination Committee under the Board of
					Directors
					the Resolution Regarding Amendments to the Implementation
					Rules for the Strategic Committee under the Board of
					Directors
					the Resolution Regarding Amendments to the Working Rules
					for Chief Executive Officer (General Manager)
					the Resolution Regarding Amendments to the Management
					System for Holding Shares of the Company by Directors,
					Supervisors and Senior Management and the Changes in such
					Shareholdings
					the Resolution Regarding Amendments to the Internal Audit
					System
					the Resolution Regarding Re-election of the Board of
					Directors of the Company and Election of Candidates for
					Non-independent Directors of the Third Session of the Board
					of Directors
					the Resolution Regarding Re-election of the Board of
					Directors of the Company and Election of Candidates for
					Independent Directors of the Third Session of the Board of
					Directors
					the Resolution Regarding Requesting to Convene a General
					Meeting
	the
	forty-second
	meeting	of	11	the Resolution Regarding the Fulfilment of Conditions for
7	the	second	Septembe	Unlocking of the Third Tranche of the First Grant under the
	session of the	r 2023	2019 Restricted Share Incentive Scheme
	Board		of
	Directors
	the		first		the Resolution Regarding Election of the Chairman and Vice
	meeting	of	26	Chairman of	the Board	of Directors	and	the Legal
	the		third	Representative
8		Septembe
session of the	the Resolution Regarding the Composition of the Special
	r 2023
	Board		of	Committees of the Third Session of the Board of Directors
	Directors			the Resolution	Regarding	Appointment of	Chief	Executive

					Officer (General Manager) of the Company
					the Resolution Regarding Appointment of Other Senior
					Management Personnel of the Company
					the Resolution Regarding Designating a Senior Management
					Personnel to Act as and Perform the Duties of the Secretary to
					the Board of Directors on Behalf
					the Resolution Regarding the Appointment of Representative
					of Securities Affairs
					the Resolution Regarding the Appointment of a Responsible
					Person for the Internal Audit Department of the Company
					the Resolution Regarding Repurchase and Cancellation of
					Restricted Shares that Have been Granted to Certain
					Participants but not yet Unlocked under the 2019 Restricted
					Share Incentive Scheme
	the	second
	meeting	of	27
	the		third
9		October	the 2023 Third Quarterly Report
session of the
	2023
	Board		of
	Directors
					the Resolution Regarding Completion of the Projects Funded
					with the Proceeds Raised from the Initial Public Offering and
					Perpetually Utilizing the Remaining Proceeds for
	the		third		Replenishment of Working Capital
	meeting	of	14	the Resolution Regarding Utilization of Partial Idle Proceeds
	the		third	Raised for Temporary Replenishment of Working Capital
10		December
session of the	the Resolution Regarding Appointment of Secretary to the
	2023
	Board		of	Board of Directors
	Directors			the Resolution Regarding Change of the Registered Capital of
					the Company
					the Resolution Regarding Amendments to the Articles of
					Association

The decision-making rights of the Board of Directors of the Company were exercised normally, and all Directors fully performed their necessary duties in the decision-making process of the Board of Directors, safeguarding the overall interests of the Company and effectively ensuring the standardized operation of the Company. The Board of Directors of the Company did not make any resolution which was detrimental to the interests of the Company and its shareholders.

In 2023, the Board of Directors convened three extraordinary general meetings and one

annual general meeting. The Board of Directors of the Company, in accordance with the relevant requirements of the Company Law and the Articles of Association and other laws and regulations, earnestly implemented the resolutions of the general meetings, gave full play to the functions of the Board of Directors, improved and enhanced the level of corporate governance, and effectively safeguarded the interests of the listed company and the legitimate rights and interests of all shareholders. Details are as follows:

No.	Session		Date	of	Resolution
	convening
	2023	First	11		the	Resolution	Regarding	the	Re-appointment	of
1	Extraordinary	January
Accounting Firm
	General Meeting	2023
	2023	Second	10 March
2	Extraordinary	the Resolution Regarding the By-election of Directors
2023
	General Meeting
					the Work Report of the Board of Directors for 2022
					the Work Report of the Supervisory Committee for 2022
					the Report on Work of Independent Directors for 2022
					the Final Accounts Report for 2022
					the Texts of the Annual Report and its Summary for 2022
					the Resolution Regarding the Profit Distribution Plan for
					2022
					the	Resolution	Regarding	the	Remuneration	for
					Non-independent Directors for 2022
					the Resolution Regarding the Remuneration	for
3	2022	Annual	25	May	Independent Directors for 2022
General Meeting	2023		the Resolution Regarding the Remuneration	for
					Supervisors for 2022
					the Resolution Regarding Estimate of the Amount of Daily
					Related Party Transactions of the Company for 2023
					the Resolution Regarding Estimate of the Amount of
					External Guarantees of the Company for 2023
					the Resolution Regarding Estimate of the Amount of
					Credit Line the Company Applied for from Financial
					Institutions for 2023
					the Resolution Regarding the Proposed Issuance of Green
					Medium-term Notes on the Inter-bank Market
					the Resolution Regarding the Re-appointment	of
	2023	Third	26		Accounting Firm
4	Extraordinary	September	the Resolution Regarding Estimate of the Increase	in
	General Meeting	2023		Amount of External Guarantees of the Company for 2023
					the Resolution Regarding the Amendments to the Articles

of Association

the Resolution Regarding the Amendments to the Rules of Procedures of General Meetings

the Resolution Regarding the Amendments to the Procedural Rules of the Board of Directors

the Resolution Regarding Partially Change of Projects Funded with the Proceeds Raised

the Resolution Regarding General Election of the Board of Directors of the Company and Election of Candidates for Non-independent Directors of the Third Session of the Board of Directors

Zhang Chuanwei

Ge Changxin

Zhang Qiying

Wang Jinfa

Zhang Rui

Fan Yuanfeng

Zhang Dawei

the Resolution Regarding General Election of the Board of Directors of the Company and Election of Candidates for Independent Directors of the Third Session of the Board of Directors

Zhu Tao

Liu Ying

Wang Rongchang

Shi Shaobin

the Resolution Regarding General Election of the Supervisory Committee and Election of Candidates for Shareholder Representative Supervisors of the Third Session of the Supervisory Committee

Wang Limin

Zhai Yongjun

(II) Directors' performance of their duties

All the directors were conscientious and diligent, and took the initiative to pay attention to

the Company's daily operation and management, financial condition, major investment and

financing and other matters, and carefully reviewed and thoroughly discussed the resolutions

submitted to the Board of Directors for deliberation, providing advice and suggestions for the

Company's operation and development, which effectively improved the scientificalness of the

decision-making of the Board of Directors, and promoted the sustainable, stable and healthy

development of the Company's production and operation. During the reporting period, no director of the Company raised any objection to the resolutions and other relevant matters considered by the Board of Directors.

The independent directors of the Company independently performed their duties in accordance with the provisions of the Company Law, the Securities Law, the Articles of Association and the Working System for Independent Directors and other laws and regulations, strictly considered the resolutions and made independent, objective and impartial judgments, free from the influence of the Company and the shareholders of the Company, and expressed their independent opinions on important matters, so as to effectively safeguard the interests of the Company and the minority shareholders.

(III) Board special committees' performance of their duties

The special committees of the Company performed their duties in earnest and functioned as special committees in accordance with the relevant working systems. They gave their discussions and considerations to matters such as the preparation of periodic reports, the effectiveness of internal control, major investments and financing, providing professional advice to the Board of Directors for its scientific decision-making.

In 2023, the Audit Committee of the Board of Directors held five meetings, at which the Annual Report for 2022, the 2023 First Quarterly Report, the 2023 Interim Report, the 2023 Third Quarterly Report and other periodic reports, as we as the resolutions in relation to the estimate of daily related party transactions, the profit distribution plan, changes in the accounting policies and provision for impairment of assets, totaling 19 resolutions, were considered and approved; the Remuneration and Review Committee of the Board of Directors held five meetings, at which a total of seven resolutions including the Resolution Regarding the Remuneration for Non-independent Directors for 2022 and the Resolution Regarding the Fulfilment of Conditions for Unlocking of the Third Tranche of the First Grant under the 2019 Restricted Share Incentive Scheme were considered and approved; the Strategic Committee of the Board of Directors held two meetings, at which the Resolution Regarding the Proposed Issuance of Green Medium-term Notes on the Inter-bank Market and the Resolution Regarding the Plan for Repurchasing Shares through the Way of Centralized Bidding were considered and approved; the Nomination

Committee of the Board of Directors held four meetings, at which a total of eight resolutions including the Resolution Regarding By-election of Director and the Resolution Regarding Re-election of the Board of Directors of the Company and Election of Candidates for Non-independent Directors of the Third Session of the Board of Directors were considered and approved.

II. CORPORATE GOVERNANCE

In 2023, the Company continuously improved its corporate governance structure and standardized its operation in strict accordance with the Company Law and other laws and regulations, and the provisions of the Articles of Association, the Rules of Procedures of General Meetings, the Procedural Rules of the Board of Directors, the Procedural Rules of the Supervisory Committee and other internal systems. The powers and duties of the General Meeting, the Board of Directors and the Supervisory Committee of the Company were clearly defined and each of them performed its own duties, forming a scientific and standardized decision-making mechanism and an effective supervision mechanism.

In 2024, the Company will continue to strictly comply with the Company Law, the Securities Law, the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, Guidelines for the Corporate Governance of Listed Companies and other relevant laws and regulations in its day-to-day operation and management, to enhance the level of corporate governance and improve the overall standardized operation of the Company, and to further improve the corporate governance structure of the Company and the Company's internal management system, to enhance the quality of the listed company.

III. MAIN WORKING GUIDELINES FOR 2024

The brand-new 2024 is a critical year for Ming Yang's commencement of green and high-quality development and striving to be a world-class enterprise. Ming Yang can still do better, and still needs to accommodate the general trend, respond to the changes, and resolve the risks, embark on a new journey with its 30-year development strategy, to push forward the implementation of a new round of strategies, advance high-end technologies, industrial clusters and application scenarios, and firmly adhere to the main guideline of "three ratios and two forces", so as to navigate the new journey, and strive to be a world-class enterprise.