MING YANG SMART ENERGY GROUP LIMITED

(GDR under the symbol:"MYSE")

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

Notice ofthe First Extraordinary General Meeting in 2023

NOTICE IS HEREBY GIVEN that the First ExtraordinaryGeneral Meeting in 2023 of Ming Yang Smart Energy Group Limited will be held atconference room on the 5th floor of Ming Yang SmartEnergy Group Limited, Mingyang Industrial Park, No.22, TorchAvenue, 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 thefollowing resolution.

Ordinary Resolution

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

The Board of Directorsof Ming Yang Smart Energy Group Limited

13December, 2022

ORDINARY RESOLUTION

Resolution 1: Resolution on theRe-appointment of Accounting Firm

Toall Shareholders and Shareholders' proxies,

I. Profile of the accounting firmto be appointed

(I) Information about the firm

1.Basic information

Nameof the accounting firm: Grant Thornton (Special General Partnership)

Dateof establishment: 1981

Registeredaddress: 5/F, Scitech Tower, 22 Jianguomenwai Avenue, Chaoyang District,Beijing, People’s Republic of China

Chiefpartner: Li Huiqi

Issuingauthority and number of practise certificate: Beijing Municipal Bureau ofFinance NO.0014469

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

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

2.Investor protection capability

GrantThornton has purchased occupational insurance with a cumulative limit ofindemnity of RMB900 million, in compliance with relevant regulations. At theend of 2021, the occupational risk fund was RMB10.3768 million.

Nocivil liability was imposed on Grant Thornton in respect of the concluded civilactions in relation to practise in the past three years.

3.Independence and integrity record

GrantThornton and its employees did not violate the independence requirements ofChina Code of Ethics for Certified Public Accountants.

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

(II) Project Engagement information

1.Basic information

ProjectEngagement partner: Zheng Jianbiao, who was qualified as a certified publicaccountant in 1993, has been engaging in the audit of listed companies since1991 and has been practising in Grant Thornton since 1994. He has beenproviding audit services for the Company since 2021 and has signed 10 auditreports of listed companies in the past three years.

SigningCPA: 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 beenpractising in Grant Thornton since 2016. He has been providing audit servicesfor the Company since 2021 and has signed three audit reports of listedcompanies in the past three years.

Engagementquality control reviewer: Zhao Leili, who was qualified as a certified publicaccountant in 2007, has been engaging in the audit of listed companies since2008, and has been practising in Grant Thornton since 2011. In the past threeyears, he signed five audit reports of listed companies, and reviewed one auditreport of a listed company.

2.Integrity record

Theproject engagement partner, signing CPA and engagement quality control reviewerhave not been subject to criminal penalties for their practise in the pastthree years, have not been subject to administrative penalties, supervision andmanagement measures and self-regulatory measures by the China SecuritiesRegulatory Commission and its local offices and industry competent authorities,and have not been subject to self-regulatory measures and disciplinary actionsby self-regulatory organisations such as stock exchanges and industryassociations.

3.Independence

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

4.Audit fee

Themanagement of the Company has been authorised to determine the financialstatements audit fee and internal control audit fee for the year throughnegotiation with Grant Thornton in accordance with the fair and reasonablepricing principles in the market, taking into account the responsibilitiesundertaken by the firm for professional services, and the workload and workinghours requiring professional techniques.

Theappointment of the accounting firm is subject to consideration at the generalmeeting of the Company and will take effect from the date of approval at thegeneral meeting of the Company.

II. Procedures performed for theproposed re-appointment of accounting firm

(I) Review opinions of the AuditCommittee

TheAudit Committee is of the view that Grant Thornton is an accounting firm mainlyengaged in the audit of listed companies. It independently undertakes thebusiness of certified public accountants in accordance with the law and has thecorresponding professional competence and investor protection capabilities.Grant Thornton and relevant auditors meet the independence requirements ofrelevant laws and regulations and have a good integrity record. Grant Thorntonwell ensured the completion of the audit of 2021 financial report of theCompany. Based on those, the Audit Committee agrees to continue to appointGrant Thornton as the auditor for 2022 financial report and internal controlreport of the Company.

(II) Prior approval andindependent opinions of independent directors

1.Prior approval of independent directors

1)Grant Thornton is an accounting firm mainly engaged in the audit of listedcompanies. It independently undertakes the business of certified publicaccountants in accordance with the law and has the corresponding professionalcompetence and investor protection capabilities. Grant Thornton and relevantauditors meet the independence requirements of relevant laws and regulationsand have a good integrity record.

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

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

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

Please deliberate on the above resolution.