Notice of the First EGM in 2023

MING YANG SMART ENERGY GROUP LIMITED

(GDR under the symbol: "MYSE")

(a joint stock company established under the laws of the People's Republic of China with limited liability)

Notice of the First Extraordinary General Meeting in 2023

NOTICE IS HEREBY GIVEN that the First Extraordinary General Meeting in 2023 of Ming Yang Smart Energy Group Limited will be held at conference room on the 5th floor of Ming Yang Smart Energy Group Limited, Mingyang Industrial Park, No.22, Torch Avenue, Zhongshan Torch High-tech Industrial Development Zone, Zhongshan City, Guangdong, People's Republic of China, on Wednesday, 11 January 2023 at 15:00 (Beijing Time), for the purpose of considering, and if thought fit, passing the following resolution.

Ordinary Resolution

1. To consider and approve the Resolution on the re-appointment of accounting firm.

The Board of Directors of Ming Yang Smart Energy Group Limited

13 December, 2022

ORDINARY RESOLUTION

Resolution 1: Resolution on the Re-appointment of Accounting Firm

To all Shareholders and Shareholders' proxies,

I. Profile of the accounting firm to be appointed

(I) Information about the firm

1. Basic information

Name of the accounting firm: Grant Thornton (Special General Partnership)

Date of establishment: 1981

Registered address: 5/F, Scitech Tower, 22 Jianguomenwai Avenue, Chaoyang District, Beijing, People's Republic of China

Chief partner: Li Huiqi

Issuing authority and number of practise certificate: Beijing Municipal Bureau of Finance NO.0014469

As of the end of 2021, Grant Thornton has more than 5,000 employees, including 204 partners and 1,153 certified public accountants, more than 400 of whom have signed audit reports on securities service business.

The operation revenue of Grant Thornton for 2021 was RMB2.533 billion, of which the revenue from audit business was RMB1.908 billion and the revenue from securities business was RMB413 million. In 2021, Grant Thornton audited 230 listed companies, which mainly engaged in industries such as manufacturing, information transmission, software and information technology services, wholesale and retail, real estate, transportation, warehousing and postal services, with a total fee of RMB288 million. Grant Thornton recorded audit fees of RMB33.7562 million from NEEQ (National Equities Exchange and Quotations) listed companies in 2021. Grant Thornton has audit experience in the industry in which the Company operates as it has audited five customers in the general equipment manufacturing industry.

2. Investor protection capability

Grant Thornton has purchased occupational insurance with a cumulative limit of indemnity of RMB900 million, in compliance with relevant regulations. At the end of 2021, the occupational risk fund was RMB10.3768 million.

No civil liability was imposed on Grant Thornton in respect of the concluded civil actions in relation to practise in the past three years.

3. Independence and integrity record

Grant Thornton and its employees did not violate the independence requirements of China Code of Ethics for Certified Public Accountants.

In the past three years, Grant Thornton was subject to zero criminal penalty, one administrative penalty, eight supervision and management measures, zero self-regulatory measure and one disciplinary action for its practise. In the past three years, 20 employees have been subject to zero criminal punishment, one administrative penalty, nine supervision and management measures, zero self-regulatory measures and one disciplinary action for their practise.

(II) Project Engagement information

1. Basic information

Project Engagement partner: Zheng Jianbiao, who was qualified as a certified public accountant in 1993, has been engaging in the audit of listed companies since 1991 and has been practising in Grant Thornton since 1994. He has been providing audit services for the Company since 2021 and has signed 10 audit reports of listed companies in the past three years.

Signing CPA: Tong Xitao, who was qualified as a certified public accountant in 2012, has been engaging in the audit of listed companies since 2016, and has been practising in Grant Thornton since 2016. He has been providing audit services for the Company since 2021 and has signed three audit reports of listed companies in the past three years.

Engagement quality control reviewer: Zhao Leili, who was qualified as a certified public accountant in 2007, has been engaging in the audit of listed companies since 2008, and has been practising in Grant Thornton since 2011. In the past three years, he signed five audit reports of listed companies, and reviewed one audit report of a listed company.

2. Integrity record

The project engagement partner, signing CPA and engagement quality control reviewer have not been subject to criminal penalties for their practise in the past three years, have not been subject to administrative penalties, supervision and management measures and self-regulatory measures by the China Securities Regulatory Commission and its local offices and industry competent authorities, and have not been subject to self-regulatory measures and disciplinary actions by self-regulatory organisations such as stock exchanges and industry associations.

3. Independence

There is no circumstance that may affect the independence of Grant Thornton and its engagement partner, signing CPA and engagement quality control reviewer.

4. Audit fee

The management of the Company has been authorised to determine the financial statements audit fee and internal control audit fee for the year through negotiation with Grant Thornton in accordance with the fair and reasonable pricing principles in the market, taking into account the responsibilities undertaken by the firm for professional services, and the workload and working hours requiring professional techniques.

The appointment of the accounting firm is subject to consideration at the general meeting of the Company and will take effect from the date of approval at the general meeting of the Company.

II. Procedures performed for the proposed re-appointment of accounting firm

(I) Review opinions of the Audit Committee

The Audit Committee is of the view that Grant Thornton is an accounting firm mainly engaged in the audit of listed companies. It independently undertakes the business of certified public accountants in accordance with the law and has the corresponding professional competence and investor protection capabilities. Grant Thornton and relevant auditors meet the independence requirements of relevant laws and regulations and have a good integrity record. Grant Thornton well ensured the completion of the audit of 2021 financial report of the Company. Based on those, the Audit Committee agrees to continue to appoint Grant Thornton as the auditor for 2022 financial report and internal control report of the Company.

(II) Prior approval and independent opinions of independent directors

1. Prior approval of independent directors

1) Grant Thornton is an accounting firm mainly engaged in the audit of listed companies. It independently undertakes the business of certified public accountants in accordance with the law and has the corresponding professional competence and investor protection capabilities. Grant Thornton and relevant auditors meet the independence requirements of relevant laws and regulations and have a good integrity record.

2) Grant Thornton has extensive experience and professional service capabilities in providing audit services for listed companies for many years, which can better meet the audit requirements of the Company.

3) Independent directors agree to submit the Resolution on the Re-appointment of Accounting Firm to the Board of Directors for consideration.

This resolution has been considered and approved at the 35th meeting of the second session of the Board of Directors and the 31st meeting of the second session of the Supervisory Committee of the Company, and is hereby proposed to the Shareholders for consideration.

Please deliberate on the above resolution.