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 of 2025

NOTICE IS HEREBY GIVEN that the First Extraordinary General Meeting of Ming Yang Smart Energy Group Limited for the year 2025 will be held in the conference room on the 5th floor of Ming Yang Smart Energy Group Limited (the "Company"), Ming Yang Industrial Park, No. 22, Torch Avenue, Zhongshan Torch High-tech Industrial Development Zone, Zhongshan City, Guangdong, People's Republic of China, on Wednesday, 19 March 2025, at 15:00 (Beijing Time). The meeting is convened for the purpose of considering, and if thought fit, passing the following resolution:

Ordinary Resolution

To consider and approve the Proposal for Providing a Guarantee to an Overseas Subsidiary

Ming Yang Smart Energy Group Limited

24 February, 2025

Appendix：Proposal for Providing a Guarantee to an Overseas Subsidiary

To all Shareholders and Shareholders' proxies,

I. SUMMARY OF THE GUARANTEE

(1) Overview of Basic Information of the Guarantee

Ming Yang Italy S.r.l. ("Ming Yang Italy"), a wholly-owned subsidiary of the Company, has signed the Italy San Pancrazio Project Wind Turbine Supply, Lifting and Installation, and Warranty Agreement (the "San Pancrazio Project Contract") with Tozzi Green S.p.A, an Italian company, pursuant to which, Ming Yang Italy shall provide the services of supplying and delivering wind turbines to the project site, the turbine installation, commissioning and trial operation, and defect liability for Tozzi Green S.p.A, with a contract amount of EUR32,135,000, equivalent to approximately RMB240.9354 million(converted based on the mid-point of the RMB exchange rate on the date of the notice of the Board meeting, the same below).

According to the requirements of the above agreement, the Company shall provide a supplier's parent guarantee for Ming Yang Italy, i.e., the guarantee to be provided by the Company for the performance responsibilities and obligations of Ming Yang Italy under the San Pancrazio Project Contract,  the scope of which includes unconditional and absolute guarantees for equipment supply, sea and land transportation, installation, commissioning, payments and other obligations, with a total amount guaranteed not exceeding EUR32,135,000, equivalent to approximately RMB240.9354 million.

The term of the guarantee is effective from the date of signing until the date of signing the final acceptance certificate as described in the related agreement.

There is no counter-guarantee for the guarantee.

(2) Internal Decision-Making Procedures Performed for the Guarantee

The 16th meeting of the third session of the Board of the Company was convened on 24 January 2025 for the purposes of considering and approving the "Resolution Regarding Providing Guarantee to An Overseas Subsidiary", and it is agreed that the total amount of the joint-liability guarantee for the performance responsibilities and obligations of Ming Yang Italy under the San Pancrazio Project Contract signed between Ming Yang Italy and Tozzi Green S.p.A. would not exceed EUR32,135,000, equivalent to approximately RMB240.9354 million.

This matter will be submitted to the shareholders' general meeting for consideration and approval.

II. BASIC INFORMATION OF THE GUARANTEED PARY

Company name: Ming Yang Italy S.r.l.

Date of establishment: 23 November 2023

Registered capital: EUR10,000

Legal representative: Li Peng

Registered address: Borromei 2, 20123 Milano (MI), Italy

Address of principal office: Borromei 2, 20123 Milano (MI), Italy

Ming Yang Italy is a wholly-owned subsidiary of the Company, and primarily engaged in the import and export of new energy equipment and technologies (including wind energy, photovoltaic, energy storage, hydrogen production, etc.), management and maintenance services for new energy projects; import and export of energy industry equipment components and accessories, technology development; technical consulting and technology import and export; international trade information consulting services, energy industry marketing planning; enterprise management consulting and international trade, as well as organizing training courses in the energy field for Italian and Chinese companies.

Key financial data is as follows:

Unit: RMB

Ming Yang Italy does not have any significant contingent liabilities that could affect its repayment capability (including guarantees, mortgages, legal proceedings, and arbitration). It has been verified that Ming Yang Italy is not a judgment defaulter.

III. MAIN CONTENTS OF THE GUARANTEE AGREEMENT

The Company will provide the guarantee for the performance responsibilities and obligations of Ming Yang Italy under the San Pancrazio Project Contract signed between Ming Yang Italy and Tozzi Green S.p.A., the scope of which includes unconditional and absolute guarantees for equipment supply, sea and land transportation, installation, commissioning, payments and other obligations, with a total amount guaranteed not exceeding EUR32,135,000, equivalent to approximately RMB240.9354 million.

The term of the guarantee is effective from the date of signing until the date of signing the final acceptance certificate as described in the related agreement.

IV. NECESSITY AND RATIONALITY OF THE GUARANTEE

The guarantee is to meet the project construction needs of Ming Yang Italy, which is in line with the overall interests and development strategy of the Company. There does not exist any form of transfer of resources or benefits. Ming Yang Italy is a wholly-owned subsidiary of the Company, therefore, the Company can effectively control the risks of its daily operations and decisions and can promptly assess its credit status.