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)

Announcement on Repurchase and Cancellation of the Restricted Shares Granted to Certain Incentive Participants but Remaining Locked-up Under the 2019 Restricted Stock Incentive Scheme

Important notice:

l  The number of restricted shares repurchased and cancelled: 102,000 shares

l  The repurchase price of restricted shares: the repurchase price of the restricted shares granted to the incentive participants under the first grant shall be RMB4.895 per share, and the repurchase price of the reserved restricted shares granted to the incentive participants shall be RMB8.063 per share.

Ming Yang Smart Energy Group Limited (hereinafter referred to as “Ming Yang Smart” or the “Company”) held the 37th meeting of the second Board and the 32th meeting of the second Supervisory Committee on 17 March 2023, at which the Resolution Regarding the Repurchase and Cancellation of the Restricted Shares Granted to Certain Incentive Participants but Remaining Locked-up Under the 2019 Restricted Stock Incentive Scheme was considered and approved. Pursuant to the authorisation of the 2019 annual general meeting of the Company, the restricted shares granted to certain incentive participants but remaining locked-up under the 2019 restricted stock incentive scheme of the Company ("2019 Restricted Share Incentive Scheme") were repurchased and cancelled. The relevant issues are state as follows:

I. Decision-making procedures performed and information disclosure

1. On 26 August 2019, the Company held the 25th meeting of the first Board and the 18th meeting of the first Supervisory Committee, at which the 2019 Restricted Share Incentive Scheme (Draft) and Summary, the Administrative Measures for the Evaluation of the Implementation of the 2019 Restricted Share Incentive Scheme and other resolutions were considered and approved. Independent Directors expressed their independent consent opinions in this regard. The Supervisory Committee verified the incentive participants of the incentive scheme and issued verification opinions.

2. On 20 April 2020, the Company held the third meeting of the second Board and the third meeting of the second Supervisory Committee, at which the 2019 Restricted Share Incentive Scheme (Revised draft) and Summary, the Resolution Regarding Requesting the General Meeting to Authorize the Board to Deal with Matters Related to the Restricted Share Incentive Scheme of the Company and other resolutions were considered and approved. Independent Directors expressed their independent consent opinions in this regard. The Supervisory Committee verified the incentive participants of the incentive scheme and issued verification opinions.

3. From 22 April 2020 to 2 May 2020, the Company conducted internal public disclosures of the names and positions of the proposed incentive participants. After the expiry of the public notice period, the Supervisory Committee verified the list of the incentive participants for the initial grant of the incentive scheme and provided an explanation of the information.

4. On 13 May 2020, the Company held the 2019 annual general meeting, at which the 2019 Restricted Share Incentive Scheme (Revised draft) and Summary, the Resolution Regarding Requesting the General Meeting to Authorize the Board to Deal with Matters Related to the Restricted Share Incentive Scheme of the Company, the Administrative Measures for the Evaluation of the Implementation of the 2019 Restricted Share Incentive Scheme and other resolutions were considered and approved. The Company conducted self-inspection on the trading of the shares of the Company by insiders of the share incentive scheme, and the Company did not find any insider trading of the shares of the Company using insider information.

5. On 20 May 2020, the Company held the fifth meeting of the second Board and the fifth meeting of the second Supervisory Committee, at which the Resolution Regarding the Issues Related to the Adjustment in the 2019 Restricted Share Incentive Scheme, the Resolution Regarding the Grant of Restricted Shares to Incentive Participants Under the First Grant and other resolutions were considered and approved. Independent Directors of the Company expressed their independent opinions in this regard, and they are of the view that the qualifications of the incentive participants are legal and valid. The determined Grant Date complies with the relevant requirements. The Supervisory Committee verified the incentive participants of the incentive scheme and issued verification opinions.

6. On 7 July 2020, the Company initially granted an aggregate of 23.3404 million shares to 220 incentive participants and completed the registration at the Shanghai Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as the “CSDCC”).

7. On 12 May 2021, the Company held the 20th meeting of the second Board and the 16th meeting of the second Supervisory Committee, at which the Resolution Regarding the Grant of Reserved Restricted Shares to Incentive Participants Under the 2019 Restricted Share Incentive Scheme was considered and approved. Independent Directors expressed their independent consent opinions, and the Supervisory Committee verified the incentive participants of the reserved portion. Beijing Tian Yuan Law Firm issued a legal opinion.

8. From 15 May 2021 to 24 May 2021, the Company conducted internal public disclosures of the names and positions of the proposed incentive participants for the reserved portion. After the expiry of the public notice period, the Supervisory Committee verified the list of the incentive participants for the reserved portion to be granted to them and made public disclosures.

9. On 9 June 2021, the Company held the 21st meeting of the second Board and the 17th meeting of the second Supervisory Committee, at which the Resolution Regarding the Adjustment in the Grant Price of the Reserved Portion Under the 2019 Restricted Share Incentive Scheme and the Repurchase Price of the Some Shares Under the First Grant, the Resolution Regarding the Repurchase and Cancellation of the Restricted Shares Granted to the Incentive Participants but Remaining Locked-up and the Resolution Regarding the Fulfilment of the Unlocking Conditions for the First Unlocking Period for the First Grant Under the 2019 Restricted Share Incentive Scheme were considered and approved. As authorised by the 2019 annual general meeting of the Company, (1) the grant price of the reserved portion under the 2019 Restricted Share Incentive Scheme was adjusted from RMB8.39 per share to RMB8.284 per share, and the repurchase price of the shares under the first grant was adjusted from RMB5.222 per share to RMB5.116 per share; (2) the annual general meeting agreed to repurchase and cancel the 100,000 restricted shares granted but remaining unlocked held by three incentive participants left office, and such shares were cancelled on 10 August 2021; and (3) the annual general meeting completed the relevant procedures for unlocking a total of 5,810,100 restricted shares held by 217 incentive participants meeting the unlocking conditions, and such shares became tradable on 9 July 2021. Independent Directors expressed their independent consent opinions in this regard. Beijing Tian Yuan Law Firm issued a legal opinion.

10. On 17 September 2021, the Company granted a total of 5,498,000 reserved shares of the restricted shares to 103 incentive participants at the grant price of RMB8.284 per share and completed the registration procedures with CSDCC.

11. On 21 February 2022, the Company held the 28th meeting of the second Board and the 24th meeting of the second Supervisory Committee, at which the Resolution Regarding the Repurchase and Cancellation of the Restricted Shares Granted to Certain Incentive Participants but Remaining Locked-up Under the 2019 Restricted Share Incentive Scheme was considered and approved. As authorised by the 2019 annual general meeting of the Company, the annual general meeting agreed to repurchase and cancel the 472,500 restricted shares granted but remaining unlocked held by eight incentive participants left office. Independent Directors expressed their independent consent opinions in this regard. Beijing Tian Yuan Law Firm issued a legal opinion. Such shares were cancelled on 23 May 2022.

12. On 28 June 2022, the Company held the 32nd meeting of the second Board and the 28th meeting of the second Supervisory Committee, at which the Resolution Regarding the Adjustment in the Repurchase Price of the Shares Under the First Grant and the Repurchase Price of the Reserved Portion under the 2019 Restricted Share Incentive Scheme and the Resolution Regarding the Fulfilment of the Unlocking Conditions for the Second Unlocking Period for the First Grant Under the 2019 Restricted Share Incentive Scheme were considered and approved. As authorised by the 2019 annual general meeting of the Company, (1) the repurchase price of the shares under the first grant under the 2019 Restricted Share Incentive Scheme was adjusted from RMB5.116 per share to RMB4.895 per share, and the repurchase price of the reserved portion was adjusted from RMB8.284 per share to RMB8.063 per share; and (2) the annual general meeting agreed to complete the relevant procedures for unlocking a total of 5,667,600 restricted shares held by 211 incentive participants meeting the unlocking conditions. Such shares became tradable on 7 July 2022. Independent Directors expressed their independent consent opinions in this regard. Beijing Tian Yuan Law Firm issued a legal opinion.

13. On 10 November 2022, the Company held the 35th meeting of the second Board and the 31st meeting of the second Supervisory Committee, at which the Resolution Regarding the Fulfilment of the Unlocking Conditions for the First Unlocking Period for the Reserved Portion Under the 2019 Restricted Share Incentive Scheme was considered and approved. As authorised by the 2019 annual general meeting of the Company, the Company agreed to complete the relevant procedures for unlocking a total of 1,628,400 restricted shares held by 100 incentive participants meeting the unlocking conditions. Such shares became tradable on 23 November 2022. Independent Directors expressed their independent consent opinions in this regard. Beijing Tian Yuan Law Firm issued a legal opinion.

14. On 17 March 2023, the Company held the 37th meeting of the second Board and the 32nd meeting of the second Supervisory Committee, at which the Resolution Regarding the Repurchase and Cancellation of the Restricted Shares Granted to Certain Incentive Participants but Remaining Locked-up Under the 2019 Restricted Share Incentive Scheme was considered and approved. As authorised by the 2019 annual general meeting of the Company, the annual general meeting agreed to repurchase and cancel the 102,000 restricted shares granted but remaining unlocked held by six incentive participants left office. Such shares were cancelled on 23 May 2022. Independent Directors expressed their independent consent opinions in this regard. Beijing Tian Yuan Law Firm issued a legal opinion.

II. The Reasons for the Repurchase and Cancellation of Restricted Shares and the Number and the Repurchase Prices of such Shares

According to the relevant requirements of the Administrative Measures on Equity Incentives of Listed Companies and the 2019 Restricted Equity Incentive Scheme (Revised draft) of the Company, if an incentive participant leaves office as a result of resignation or dismissal, the restricted shares that have been granted to the incentive participant but not yet unlocked shall not be unlocked, and such shares shall be repurchased and cancelled by the Company at the grant price. After the completion of registration of the restricted shares granted to the incentive participants, if there are conversions of capital reserve into share capital, distributions of dividends, stock splits, allotments of shares, reductions of shares and other activities affecting the total share capital or share price of the Company, the Company shall make corresponding adjustments to the repurchase prices of the restricted shares which have not been unlocked.

Four incentive participants under the first grant and two incentive participants under the reserved grant of the 2019 Restricted Share Incentive Scheme left office for personal reasons, and they are no longer qualified as incentive participants. The Company repurchased and cancelled the 102,000 restricted shares granted but not yet unlocked held by the above six original incentive participants at RMB4.895 per share (after adjustment) under the first grant and RMB8.063 per share (after adjustment) under the reserved grant, respectively.

According to the authorisation of the 2019 annual general meeting of the Company, the resolution regarding the repurchase and cancellation shall not be subject to the consideration of the general meeting of shareholders.

In conclusion, 102,000 restricted shares were repurchased and cancelled this time, and the repurchase amount was RMB600,666.00, which was funded by the Company's own funds.

III. Expected Changes in the Shareholding Structure of the Company Before and After the Proposed Repurchase

Upon the completion of the repurchase and cancellation of restricted shares, the shares subject to lock-up of the Company shall be reduced by 102,000 shares, and the total number of shares of the Company shall be reduced by 102,000 shares. The expected changes in share capital are as follows:

Unit: share

Note: The above expected changes in the share capital structure are subject to the shareholding structure table issued by the CSDCC after the completion of the repurchase and cancellation.

IV. Effects on the Company's Results

The repurchase and cancellation of certain restricted shares will not have a material impact on the financial position and operating results of the Company. The management of the Company will keep on performing their duties diligently to create value for shareholders.

V. Opinions of Independent Directors

Given that four participants under the first grant and two participants under the reserved grant of the 2019 Restricted Share Incentive Scheme left office for personal reasons, and they are no longer qualified as incentive participants, the Company repurchased and cancelled the 102,000 restricted shares granted but not yet unlocked held by the above six participants, which is in compliance with the relevant laws and regulations. The Company adjusted the repurchase prices according to the 2021 profit distribution plan, and repurchased and cancelled the shares under the first grant at the price of RMB4.895 per share (after adjustment) and the shares under the reserved grant at the price of RMB8.063 per share (after adjustment), respectively. The above repurchase and cancellation are in compliance with the provisions of the Administrative Measures on Equity Incentives of Listed Companies and the 2019 Restricted Equity Incentive Scheme (Revised draft), without prejudice to the interests of the Company and its shareholders as a whole. Therefore, we approved the repurchase and cancellation.

VI. Opinions of the Supervisory Committee

According to the Administrative Measures on Equity Incentives of Listed Companies and the 2019 Restricted Equity Incentive Scheme (Revised draft), four participants under the first grant and two participants under the reserved grant of the 2019 Restricted Share Incentive Scheme left office for personal reasons, and they are no longer qualified as incentive participants. The Company repurchased at the repurchase price, which did not prejudice the interests of the Company and its shareholders as a whole. Therefore, the Supervisory Committee agreed to repurchase and cancel the 102,000 restricted shares granted but not yet unlocked held by the above six participants.

VII. Conclusion on the Legal Opinion

Beijing Tian Yuan Law Firm has issued a legal opinion on the repurchase and cancellation of the restricted shares that have been granted to the incentive participants but not yet unlocked, and the law firm is of the opinion that (1) the approval and authorisation procedures went through by Ming Yang Smart in respect of the Share Incentive Scheme are in compliance with the relevant laws, regulations and normative documents such as the Company Law, the Securities Law, the Administrative Measures on Equity Incentives of Listed Companies and the relevant requirements of the 2019 Restricted Equity Incentive Scheme (Revised draft); (2) the necessary approvals and authorisations have been obtained for the repurchase and cancellation of the restricted shares that have been granted to the participants but not yet unlocked.

The reasons for the repurchase and cancellation of the restricted shares granted to certain participants but not yet unlocked and the number and the repurchase prices of such shares are in compliance with the requirements of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures on Equity Incentives of Listed Companies and other laws, regulations and normative documents and the requirements of the 2019 Restricted Equity Incentive Scheme (Revised draft).

The Board shall complete the relevant procedures for the repurchase and cancellation pursuant to the requirements of the Shanghai Stock Exchange and the China Securities Depository and Clearing Corporation Limited and perform the information disclosure obligations in a timely manner.

17 March 2023