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 the Conclusion of Voting Rights Entrustment Agreement

by Controlling Shareholders

Important Notice:

l  Wiser Tyson Investment Corp. Limited（hereinafter referred to as “Wiser Tyson”）, First Base Investments Limited (hereinafter referred to as "First Base"), Keycorp Limited (hereinafter referred to as "Keycorp"), Gongqingcheng Boyun Investment Partnership (Limited Partnership) (hereinafter referred to as "Gongqingcheng Boyun") and Zhongshan Ruixin Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Zhongshan Ruixin"), the controlling shareholders of Ming Yang Smart Energy Group Limited (hereinafter referred to the “Company”) intend to entrust Mingyang New Energy Investment Holding Group Co., Ltd. (hereinafter referred to as "Energy Investment Group"), a controlling shareholder, as a proxy to exercise all of the voting rights attached to their total 375,666,412 shares, representing 16.53% of the total share capital of the Company (i.e. 2,272,085,706 shares) ("Voting Rights Entrustment"). Upon the completion of the Voting Rights Entrustment, Energy Investment Group will control the voting rights represented by 25.34% of the Company's shares.

l  The change in equity represents the Voting Rights Entrustment, which does not trigger any offer for takeover.

l  Upon the completion of the change in equity, Energy Investment Group will become the sole controlling shareholder of the Company, and the total number and proportion of shares of the Company held by the actual controllers will remain unchanged. Thus, the actual controllers of the Company will remain unchanged. The change in equity will not have any material impact on the operations and sustainability of the Company.

I. Basic Information of the Voting Rights Entrustment and the Change in Equity

Energy Investment Group, Wiser Tyson, First Base, Keycorp, Gongqingcheng Boyun and Zhongshan Ruixin hold 8.80%, 6.91%, 5.26%, 1.97%, 1.61% and 0.78% of the shares of the Company, respectively. The above shareholders are controlled by ZHANG Chuanwei, WU Ling and ZHANG Rui, the actual controllers of the Company, and are the joint controlling shareholders of the Company.

As of the date of this announcement, due to the business development requirements of Energy Investment Group, Wiser Tyson, First Base, Keycorp, Gongqingcheng Boyun and Zhongshan Ruixin intend to entrust Energy Investment Group as a proxy to exercise all of the voting rights attached to their shares, representing 16.53% of the total share capital of the Company in total. Upon the completion of the Voting Rights Entrustment, Energy Investment Group will be entitled to exercise the voting rights represented by 25.34% of the Company's shares and will be the sole controlling shareholder of the Company. The total number and proportion of shares of the Company held by the actual controllers of the Company will remain unchanged, and the Voting Rights Entrustment will not lead to a change in the actual controllers of the Company.

The table below sets out the percentages of shareholding and voting rights of relevant entities before and after the Voting Rights Entrustment:

Controlling Shareholders	Before the Voting Rights Entrustment			After the Voting Rights Entrustment
	Number of Shareholding (shares)	Percentage of Shareholding	Percentage of Voting Rights	Number of Shareholding (shares)	Percentage of Shareholding	Percentage of Voting Rights
Energy Investment Group	200,051,612	8.80%	8.80%	200,051,612	8.80%	25.34%
Wiser Tyson	157,062,475	6.91%	6.91%	157,062,475	6.91%	0.00%
First Base	119,470,011	5.26%	5.26%	119,470,011	5.26%	0.00%
Keycorp	44,683,336	1.97%	1.97%	44,683,336	1.97%	0.00%
Gongqingcheng Boyun	36,647,003	1.61%	1.61%	36,647,003	1.61%	0.00%
Zhongshan Ruixin	17,803,587	0.78%	0.78%	17,803,587	0.78%	0.00%
Total	575,718,024	25.34%	25.34%	575,718,024	25.34%	25.34%

Note: The discrepancy between the total figure and the sum of individual items in this announcement is due to rounding.

II. Basic Information of All Parties to the Voting Rights Entrustment

1    Principles / Party A

Party A = 1 \* ROMAN I: Zhongshan Ruixin Enterprise Management Consulting Partnership (Limited Partnership)

Unified social credit code: 91442000MA4UWEKE64

Executive partner: ZHANG Chuanwei

Registered address: Unit 362, No. 39-2, Keji East Road, Torch Development Zone, Zhongshan City

Party A = 1 \* ROMAN I = 1 \* ROMAN I: Gongqingcheng Boyun Investment Partnership (Limited Partnership)

Unified social credit code: 91442000MA4UWDPX0G

Executive partner: Zhongshan Ruiyue Industrial Investment Co., Ltd. (Entrusted representative: ZHANG Chao)

Registered address: Gongqingcheng Fund Town, Jiujiang City, Jiangxi Province

Party A = 1 \* ROMAN I = 1 \* ROMAN I = 1 \* ROMAN I: Wiser Tyson Investment Corp. Limited

Director: ZHANG Chuanwei

Registered address: Unit 502, 5/F, Hang Seng North Point Building, 341 King’s Road, North Point, Hong Kong

Party A = 4 \* ROMAN IV: First Base Investments Limited

Director: ZHANG Chuanwei

Registered address: Unit 502, 5/F, Hang Seng North Point Building, 341 King’s Road, North Point, Hong Kong

Party A = 4 \* ROMAN V: Keycorp Limited

Director: ZHANG Chuanwei

Registered address: Unit 502, 5/F, Hang Seng North Point Building, 341 King’s Road, North Point, Hong Kong

2    Proxy / Party B

Mingyang New Energy Investment Holding Group Co., Ltd.

Unified social credit code: 914420006664946098

Legal representative: ZHANG Chuanwei

Registered address: Unit 359, No. 39-2, Keji East Road, Torch Development Zone, Zhongshan City

3    Description of the relationship between the principles and the proxy

Both the principles and the proxy are controlled by the actual controllers of the Company and are related parties to each other.

III. Principal Contents of the Voting Rights Entrustment Agreement

1    Voting Rights Entrustment

1.1 Each of the Party A shall irrevocably authorize Party B as the sole and exclusive proxy in respect of all the shares he/she/it holds in the listed company (375,666,412 shares in total) (the “Entrusted Shares”) to exercise the shareholder rights (“Entrusted Rights”) on behalf of the Party A on a discretionary basis in accordance with the relevant laws and regulations such as the Company Law and the articles of association of the listed company then in effect, including but not limited to the following:

1.1.1     to submit proposal or resolution on nominating or recommending candidates for directors, supervisors and senior management of the listed company;

1.1.2     to request, convene, hold, preside over, attend or appoint proxy(ies) to attend the shareholders’ general meetings of the company according to law;

1.1.3     to vote on matters required to be discussed or resolved on in accordance with the relevant laws, regulations, rules and other legally binding normative documents or the articles of association of the listed company, and sign the relevant documents; and

1.1.4     other matters in relation to shareholder voting right, information right, enquiry right and other legal rights.

1.2 From the execution date of this agreement, if the number of shares of the listed company changes as a result of bonus issue, capitalization of reserves, share subdivision, share placing or other reasons, the number of Entrusted Shares shall be adjusted accordingly.

1.3 Each of the parties confirms that, in principle, Party A will not issue a power of attorney on specific matters covered by the Voting Rights Entrustment , unless regulatory authorities, the witness lawyer of the shareholders' general meeting of the listed company or laws and regulations and normative documents in force require so, in which case Party A shall provide relevant documents required by Party B for its exercising of the voting rights entrusted hereunder.

2    Term of Entrustment

2.1 The term of the Voting Rights Entrustment under this agreement shall commence from the execution date of this agreement and end on the termination date of entrustment specified in Article 2.2 of this agreement.

2.2 The termination date of voting rights entrustment between any one of the principles and proxy shall be the earlier of the following:

(1) such principal and the proxy reach an agreement on the rescission or termination of the voting rights entrustment and signed the termination agreement;

(2) the date on which the Entrusted Shares are legally disposed of by such principal and such Shares are no longer registered in its name.

The Voting Rights Entrustment between other principals and the proxy shall not change as a result of the termination of the entrustment relationship between the aforesaid principal and the proxy.

3    Exercise of the Entrusted Rights

3.1 Party A shall provide sufficient assistance to Party B in exercise of the entrusted rights, including signing relevant legal documents in time when necessary (e.g., to meet requirements of submission of necessary documents to government authorities for approval, registration and filing). Party A shall not prevent Party B from exercising the entrusted rights by any act or omission.

3.2 If, at any time during the term of the Entrustment, the grant or exercise of the Entrusted Rights under this agreement cannot be fulfilled due to any reason, including the transfer of ownership of the Entrusted Shares caused by the pledge of such Shares, the parties shall immediately seek for an alternative that is the nearest to the part of agreement that cannot be fulfilled and, if necessary, sign a supplemental agreement to modify or adjust the terms of this agreement, to ensure that the purposes under this agreement can be accomplished.

3.3 When exercising the shareholder rights entrusted by Party A, Party B shall not violate the relevant laws and regulations and the relevant rules of China Securities Regulatory Commission, the stock exchange and other regulatory authorities, and shall not damage the interests of the listed company and all shareholders.

3.4 Unless prior written consent of Party A is obtained, Party B shall not delegate the Entrusted Rights to other parties.

4    Disclaimer and Compensation

4.1 Party B shall be solely responsible for any consequences arising from the possession or exercise of the Entrusted Rights, including but not limited to any losses arising from the litigation, recovery, arbitration, claim by any third party against Party B or administrative investigation or punishment by government authorities, except for any damages to the legitimate rights and interests of the listed company or other shareholders for any reasons not attributable to Party B, such as Party A’s violation of laws, regulations, normative documents, decisions or judgments of judicial or competent authorities, and regulatory framework of the listed company including the articles of association, agreements or relevant arrangements between the listed company and the third parties, and Party A’s own reasons.

5    Liabilities for Breach

5.1 Each of the parties agrees and acknowledges that if either party hereto does not perform or does not fully perform or delay in performing its obligations under this agreement, or any party hereto is in breach of its representations, statements, undertakings or guarantees given under this agreement, it shall be considered as breach of this agreement, and shall be responsible for compensating all losses suffered by the non-defaulting party.

IV. Impact of the Change in Equity on the Company

Upon the completion of the change in equity, the total number and proportion of shares of the Company held by the actual controllers will remain unchanged. The change in equity will not have any material impact on the operations and sustainability of the Company.

Upon the completion of the change in equity, the undertakings by and obligations of Energy Investment Group, Wiser Tyson, First Base, Keycorp, Gongqingcheng Boyun and Zhongshan Ruixin in the Company's initial public offering will remain unchanged and will not adversely affect the interests of the Company's minority shareholders.

The announcement is hereby made.

The Board of Directors of Ming Yang Smart Energy Group Limited

15 December 2022