Notice of the 2025 AGM

Guangdong, China 20 May 2026

To all shareholders and shareholders' proxies,

In 2025, in accordance with the Company Law, the Securities Law, relevant laws and regulations of the CSRC and the Shanghai Stock Exchange, as well as the Articles of Association and the Rules of Procedure for the Board of Directors, the Company's Board diligently fulfilled its duties, safeguarded the independence of independent directors, implemented all resolutions of the Shareholders' Meetings, and timely fulfilled its information disclosure obligations, successfully completing all its tasks. All directors of the Company were able to faithfully, honestly, and diligently perform their duties in accordance with the rights and obligations conferred by laws, regulations, and the Articles of Association, offering advice and suggestions to enhance the Company's corporate governance and operational levels. The work for the past year is hereby reported as follows:

1. Overall Business Operations in 2025

   The year 2025 marked the final year of the "14th Five-Year Plan." Amid the challenges of ecological restructuring, we forged ahead under pressure, consistently adhering to a client-centric approach and shifting from a passive to a proactive stance. We coordinated the in-depth implementation of the "Offshore + Overseas" strategy, launched the "New Leadership Program", and strongly introduced the new-generation MCD technology and scenario-based benchmark models, officially releasing the world's first 50MW "Ocean X Platform" to solidify our leading position. Our global footprint expanded rapidly, and we successfully secured a landmark 1.5GW wind power project in the Middle East. Meanwhile, we cultivated new quality productive forces to drive industrial upgrading through innovation: "30MW-class Pure Hydrogen Gas Turbine-Hydrogen Energy Storage Demonstration Project" was successfully put into operation, filling a gap in the industry. The nation's first private energy dual-REITs platform benchmark project was successfully launched, precisely revitalizing existing assets through asset securitization and unleashing strong potential for high-value growth.

   Work of the Board

   1. Standardized operations

      No.	Session	Date	Proposal
      1	16th Meeting	January 24,	Proposal on the Change of Chief Financial Officer

      In 2025, the Company held 13 Board meetings. The convening and holding procedures, qualifications of attendees, qualifications of the convener, and voting procedures for these meetings all complied with the relevant provisions of laws, regulations, and the Articles of Association, and the resolutions passed were legal and valid. The details are as follows:

      	of the 3rd Board	2025	Proposal on Using Idle Self-owned Funds for Entrusted Wealth Management
      			Proposal on Providing Guarantees for Overseas Subsidiaries
      2	17th Meeting of the 3rd Board	February 24, 2025	Proposal on Changing the Registered Capital of the Company
      			Proposal on Amending the Articles of Association
      			Proposal on Providing Guarantees for Overseas Subsidiaries
      			Proposal on Formulating the Market Value Management System
      			Proposal on Convening the First Extraordinary General Meeting of 2025
      3	18th Meeting of the 3rd Board	March 26, 2025	Proposal on the Estimated Amount of Daily Related-Party Transactions for 2025
      			Proposal on the Equity Transfer of Controlled Subsidiaries
      			Proposal on Increasing the Limit for Entrusted Wealth Management Using Idle Self-owned Funds
      4	19th Meeting of the 3rd Board	April 24, 2025	2024 Annual Work Report of the General Manager
      			2024 Annual Work Report of the Board of Directors
      			2024 Annual Work Report of Independent Directors
      			2024 Report on the Performance of the Audit Committee of the Board
      			Full Text and Summary of the 2024 Annual Report
      			Shareholder Return Plan for the Next Three Years (2024-2026)
      			Proposal on the 2024 Annual Profit Distribution Plan
      			2024 Annual Internal Control Evaluation Report
      			2024 Annual Final Financial Report
      			Special Report on the Deposit and Actual Use of Raised Funds for 2024
      			Proposal on the 2024 Annual Remuneration of Non-independent Directors
      			Proposal on the 2024 Annual Remuneration of Independent Directors
      			Proposal on the 2024 Annual Remuneration of Senior Officers
      			2024 Sustainability Report
      			Proposal on the Company's Engagement in Foreign Exchange Hedging Business
      			Proposal on the Estimated Amount of External Guarantees from the Company for 2025
      			Proposal on the Estimated Credit Line Application by the Company to Financial Institutions for 2025
      			2025 First Quarterly Report
      			Proposal on Convening the 2024 Annual General Meeting
      			Evaluation Report on the 2024 Action Plan for Quality and

      			Efficiency Enhancement and Increased Returns and the 2025 Action Plan for Quality and Efficiency Enhancement and Increased Returns
      5	20th Meeting of the 3rd Board	June 6, 2025	Proposal on the Repurchase of Company-held Shares by an Investee Company and Related-party Transaction
      6	21st Meeting of the 3rd Board	July 22, 2025	Proposal on Using Part of Idle Raised Funds for Cash Management
      7	22nd Meeting of the 3rd Board	August 14, 2025	Proposal on Amending the Articles of Association
      			Proposal on Abolishing the Board of Supervisors and Repealing the Rules of Procedure for the Board of Supervisors
      			Proposal on Amending the Rules of Procedure for the General Meeting
      			Proposal on Amending the Working System for Online Voting at the General Meeting
      			Proposal on Amending the Rules of Procedure for the Board of Directors
      			Proposal on Amending the Implementing Rules of the Audit Committee of the Board
      			Proposal on Amending the Implementing Rules of the Remuneration and Assessment Committee of the Board
      			Proposal on Amending the Implementing Rules of the Nomination Committee of the Board
      			Proposal on Amending the Implementing Rules of the Strategy Committee of the Board
      			Proposal on Amending the Working System for Independent Directors
      			Proposal on Amending the Code of Conduct for Controlling Shareholder and Actual Controllers
      			Proposal on Amending the Internal Audit System
      			Proposal on Amending the System for Special Meetings of Independent Directors
      			Proposal on Formulating the Management System for the Departure of Directors
      			Proposal on Amending the Management System for Raised Funds
      			Proposal on the Election of Non-Independent Director Candidates for the Third Board of the Company
      			Proposal on Adjusting the Positions of Certain Senior Officers
      			Proposal on the Election of Audit Committee Members
      			Proposal on Convening a General Meeting
      8	23rd Meeting	August 26,	2025 Semi-Annual Report and its Summary

      	of the 3rd Board	2025	Special Report on the Deposit, Management, and Actual Use of Raised Funds for the First Half of 2025
      			Semi-Annual Evaluation Report on the 2025 Action Plan for Quality and Efficiency Enhancement and Increased Returns
      9	24th Meeting of the 3rd Board	September 25, 2025	Proposal on the Election of Remuneration and Assessment Committee Members
      			Proposal on Changing the Purpose of Repurchased Shares and Canceling a Portion Thereof
      			Proposal on the Company's 2025 Stock Option Incentive Plan (Draft) and Its Summary.
      			Proposal on the Administrative Measures for the Implementation Assessment of 2025 Stock Option Incentive Plan of the Company.
      			Proposal on Requesting the Shareholders' Meeting to Authorize the Board of Directors to Handle Matters Related to the 2025 Stock Option Incentive Plan
      			Proposal on the 2025 Employee Stock Ownership Plan (Draft) and Its Summary
      			Proposal on the Administrative Measures for 2025 Employee Stock Ownership Plan of the Company
      			Proposal on Requesting the Shareholders' Meeting to Authorize the Board to Handle Matters Related to the 2025 Employee Stock Ownership Plan
      			Proposal on Changing the Registered Capital of the Company
      			Proposal on Amending the Articles of Association
      			Proposal on the Launch of an Asset-Backed Special Plan for Hold-Type Real Estate by Ming Yang Smart Energy Group Limited
      			Proposal on the Appointment of an Accounting Firm
      			Proposal on Convening a Shareholders' Meeting
      10	25th Meeting of the 3rd Board	October 22, 2025	Proposal on Granting Stock Options to Incentive Recipients of the 2025 Stock Option Incentive Plan
      11	26th Meeting of the 3rd Board	October 29, 2025	2025 Third Quarterly Report
      12	27th Meeting of the 3rd Board	November 19, 2025	Proposal on the Implementation of the Asset-Backed Special Plan for Hold-Type Real Estate by the Company
      13	28th Meeting of the 3rd Board	December 23, 2025	Proposal on Adjusting the Implementation Schedule of Certain Fund-Raising Investment Projects
      			Proposal on Amending the Working Rules for the Board Secretary
      			Proposal on Amending the Working Rules for the Chief

      			Executive Officer (General Manager)
      			Proposal on Amending the Management System for the Shares of the Company Held by Directors, Supervisors, and Senior Officers and Their Changes
      			Proposal on Amending the Related-Party Transaction Decision-Making System
      			Proposal on Amending the Administrative Measures for Regulating Fund Transactions with Related Parties
      			Proposal on Amending the Financing Decision-Making System
      			Proposal on Amending the External Guarantee Management System
      			Proposal on Amending the Daily Production and Operation Decision-Making System
      			Proposal on Amending the Decision-Making System for Non-Daily Operating Transactions
      			Proposal on Amending the Internal Reporting System for Material Information
      			Proposal on Amending the Management System for Controlled Subsidiaries
      			Proposal on Amending the Investor Relations Management System
      			Proposal on Amending the Accountability System for Material Errors in Annual Report Information Disclosure
      			Proposal on Amending the Confidentiality and Archives Management System Related to Overseas Securities Issuance and Listing
      			Proposal on Amending the Management System for Foreign Exchange Hedging Business
      			Proposal on Formulating the Remuneration Management System for Directors and Senior Officers
      			Proposal on Amending the Implementing Rules of the Remuneration and Assessment Committee of the Board
      			Proposal on Amending the Information Disclosure Management System
      			Proposal on Amending the Management System for Deferral and Exemption of Information Disclosure
      			Proposal on Amending the Registration and Management System for Insiders
      			Proposal on Convening a Shareholders' Meeting

      The Company's Board exercised its decision-making power normally, and all directors fully performed their duties in the Board's decision-making process, safeguarding the overall interests of the Company and effectively ensuring its

      standardized operation. The Company's Board has not made any resolutions detrimental to the interests of the Company and its shareholders.

      No.	Session	Date	Proposal
      1	The First Extraordinary General Meeting of 2025	March 19, 2025	Proposal on Providing Guarantees for Overseas Subsidiaries
      2	The 2024 Annual General Meeting	May 21, 2025	2024 Annual Work Report of the Board of Directors
      			2024 Annual Work Report of the Board of Supervisors
      			2024 Annual Work Report of Independent Directors
      			2024 Annual Final Financial Report
      			Full Text and Summary of the 2024 Annual Report
      			Shareholder Return Plan for the Next Three Years (2024-2026)
      			Proposal on the 2024 Annual Profit Distribution Plan
      			Proposal on the 2024 Annual Remuneration of Non-independent Directors
      			Proposal on the 2024 Annual Remuneration of Independent Directors
      			Proposal on the 2024 Annual Remuneration of Supervisors
      			Proposal on the Company's Engagement in Foreign Exchange Hedging Business
      			Proposal on the Estimated Amount of Daily Related-Party Transactions for 2025
      			Proposal on the Estimated Amount of External Guarantees from the Company for 2025
      			Proposal on the Estimated Credit Line Application by the Company to Financial Institutions for 2025
      3	The Second Extraordinary General Meeting of 2025	September 9, 2025	Proposal on Amending the Articles of Association
      			Proposal on Abolishing the Board of Supervisors and Repealing the Rules of Procedure for the Board of Supervisors
      			Proposal on Amending the Rules of Procedure for the General Meeting
      			Proposal on Amending the Working System for Online

      In 2025, the Board convened three extraordinary Shareholders' Meetings and one annual Shareholders' Meeting. In accordance with the relevant requirements of the Company Law, the Articles of Association, and other laws and regulations, the Company's Board diligently implemented the resolutions of the Shareholders' Meetings, fully performed its functions, improved and enhanced the corporate governance level, and effectively protected the interests of the Listed Company and the legitimate rights and interests of all shareholders. The details are as follows:

      			Voting at the General Meeting
      			Proposal on Amending the Rules of Procedure for the Board of Directors
      			Proposal on Amending the Working System for Independent Directors
      			Proposal on Amending the Code of Conduct for Controlling Shareholder and Actual Controllers
      			Proposal on Amending the Management System for Raised Funds
      			Proposal on the Election of Non-Independent Director Candidates for the Third Board of the Company
      			Chao Zhang
      			Maoliang Lin
      4	Third Extraordinary Shareholders' Meeting of 2025	October 20, 2025	Proposal on Changing the Purpose of Repurchased Shares and Canceling a Portion Thereof
      			Proposal on the Company's 2025 Stock Option Incentive Plan (Draft) and Its Summary.
      			Proposal on the Administrative Measures for the Implementation Assessment of 2025 Stock Option Incentive Plan of the Company.
      			Proposal on Requesting the Shareholders' Meeting to Authorize the Board of Directors to Handle Matters Related to the 2025 Stock Option Incentive Plan
      			Proposal on the 2025 Employee Stock Ownership Plan (Draft) and Its Summary
      			Proposal on the Administrative Measures for 2025 Employee Stock Ownership Plan of the Company
      			Proposal on Requesting the Shareholders' Meeting to Authorize the Board to Handle Matters Related to the 2025 Employee Stock Ownership Plan
      			Proposal on Changing the Registered Capital of the Company
      			Proposal on Amending the Articles of Association
      			Proposal on the Appointment of an Accounting Firm

   2. Performance of directors

      All directors have diligently fulfilled their duties and responsibilities, proactively monitoring the Company's daily operations, financial status, and major investment and financing activities. They have carefully reviewed and thoroughly discussed all proposals submitted to the Board, offering advice and suggestions for the Company's business development. This has effectively enhanced the scientific nature of the Board's decision-making and promoted the continuous, stable, and healthy development of the Company's production and operation activities. During the reporting period, no director of the Company raised any objection to the proposals

      deliberated by the Board or other related matters.

      In accordance with the provisions of the Company Law, the Securities Law, the Articles of Association, and the Working System for Independent Directors, the Company's independent directors have independently fulfilled their duties. They have rigorously deliberated on all proposals and made independent, objective, and fair judgments, free from the influence of the Company and its shareholders. They have also issued independent opinions on major matters, effectively safeguarding the interests of the Company and its minority shareholders.

   3. Performance of the special committees of the Board

   The Company's special committees have diligently performed their duties in accordance with relevant working systems, effectively fulfilling their roles. They have discussed and deliberated on matters such as the preparation of periodic reports, the effectiveness of internal controls, and major investment and financing activities, providing professional recommendations for the Board's scientific decision-making.

   In 2025, the Audit Committee of the Board held 8 meetings and deliberated on and approved a total of 17 proposals, including periodic reports such as the 2024 Annual Report, the 2025 First Quarterly Report, the 2025 Semi-Annual Report, and the 2025 Third Quarterly Report, as well as proposals on the estimation of daily related-party transactions, profit distribution plans, changes in accounting policies, and provisions for asset impairment. The Remuneration and Assessment Committee of the Board held 4 meetings and deliberated on and approved a total of 8 proposals, including the proposal on the remuneration of non-independent directors for 2024 and the proposal on the Company's 2025 Stock Option Incentive Plan (Draft) and its summary. The Nomination Committee of the Board held 3 meetings and deliberated on and approved a total of 4 proposals, including the proposal on the change of Chief Financial Officer.

2. Corporate Governance

   In 2025, the Company strictly complied with the Company Law and other laws and regulations, as well as internal systems such as the Articles of Association, the Rules of Procedure for the Shareholders' Meeting, and the Rules of Procedure for the Board of Directors, to continuously improve its corporate governance structure and standardize its operations. The Shareholders' Meeting and Board of the Company have clearly defined powers and responsibilities, with each performing its own duties, forming a scientific and standardized decision-making mechanism and an effective supervision mechanism.

   In 2026, the Company will continue to strictly follow relevant laws and regulations such as the Company Law, the Securities Law, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, and the Code of Corporate Governance for Listed Companies in its daily operations and management. It will enhance its corporate governance level and overall standardized operations, and further improve its

   corporate governance structure and internal management systems to enhance the quality of the Listed Company.

3. Main Work Plan for 2026

   In 2026, we will usher in the first year of the "15th Five-Year Plan". Amid the intertwined changes unseen in a century and breakthroughs in the global scientific and technological revolution, the Company has established a significant first-mover competitive advantage through its deep strategic layout in "Manufacturing as the Pillar", "Niche Engineering", and the "Offshore + Overseas Strategy".

   The main operational initiatives are as follows:

   1. Leading the market with customer value at the core to seize market initiative The Company will continue to focus on customer value and promote the shift from

      "following market demand" to "creating market demand." By defining products through market insights, it will deepen joint project development and value co-creation with customers to enhance the alignment of our solutions with their needs. It will strengthen market operations and customer relationship management, and establish a tiered and categorized customer response mechanism to increase service stickiness and satisfaction. It will adhere to the dual focus of securing both resources and orders, deepen the synergy of the onshore wind power industrial chain, expand its leading edge in offshore wind power, and seize market initiative.

   2. Winning with products and solutions to enhance customer experience

      The Company will systematically plan the pace of product launches and portfolio strategies, focusing on large-capacity, high-reliability, and intelligent models to continuously enhance the market competitiveness of our products. Focusing on the entire life cycle of wind power, it will create integrated solutions covering wind resource assessment, turbine model selection, project delivery, intelligent operation and maintenance, and upgrades and retrofits. It will enhance the scenario adaptability of our solutions, providing customized technology and service packages for different wind zones, grid connection conditions, and customer needs, to comprehensively improve customer experience and the full life-cycle value of projects.

   3. Driven by the alignment of production and demand to comprehensively improve operational efficiency

      Driven by the efficient alignment of production and demand, the Company will deepen its lean operation management. It will strengthen the integrated synergy of production, supply, and sales, establish a demand-driven flexible production scheduling and material supply mechanism to shorten delivery cycles and reduce inventory. It will optimize the layout of production bases and capacity allocation to enhance our capability for parallel delivery of multiple models and projects. It will strengthen the closed-loop management of planning and execution, promote efficient coordination across all stages including orders, design, procurement, manufacturing, and logistics,

      and continuously improve overall operational efficiency to provide solid support for business growth.

   4. Focusing on tapping potential and improving quality to comprehensively enhance operating performance

      The Company will deeply tap the potential of existing assets and businesses to promote the improvement of total factor productivity. Through a combination of measures such as technology-driven cost reduction, procurement cost reduction, design optimization, and manufacturing expense control, it will continuously lower the levelized cost of electricity and unit manufacturing costs. It will strengthen full-cycle project profitability management, strictly control non-essential expenditures, and increase net profit margin on sales and return on assets. It will establish a performance-oriented appraisal mechanism to encourage all business units to focus on value creation and achieve steady improvement in operating performance.

   5. Building a high-quality brand through total quality management

      The Company is building a total quality management system that covers the entire chain of R&D, procurement, manufacturing, delivery, and operation and maintenance. The Company will promote proactive quality prevention and in-process control, and improve the quality gate review mechanism at key nodes. It will strengthen end-to-end quality management throughout the supply chain to promote the improvement of suppliers' quality capabilities. It will establish a rapid response and closed-loop improvement mechanism for quality issues to reduce failure rates and full life-cycle quality costs. It will build brand credibility through excellent quality, helping the Company become a new energy equipment brand trusted by global customers.

   6. Achieving breakthroughs through scenario-based innovation and accelerating the implementation of demonstration projects

      The Company uses scenario-based innovation as a breakthrough point to accelerate the industrialization of businesses such as "source-grid-load-storage" and "power-hydrogen-ammonia-methanol"). Focusing on typical scenarios such as areas rich in wind and solar resources, industrial parks, and ports, it is promoting the approval and construction of demonstration projects for green hydrogen production, synthetic ammonia, and methanol production. Using these projects as a vehicle, it validates technical routes, optimizes system integration, explores commercially viable models, and develops replicable and scalable solutions. Through rapid iteration of demonstration projects, it aims to seize first-mover advantages in new business tracks and cultivates new growth curves for the company.

   7. Reconstructing new advantages in the investment business with investment value as the benchmark

      The Company uses investment value as a benchmark to drive a comprehensive upgrade of its power station development and investment business. It will strengthen

      preliminary project design and engineering management to achieve industry-leading construction timelines and costs for power stations. It will advance the refinement of asset operations and the development of power trading capabilities to increase the generation revenue and market-based trading revenue of existing power stations. It will accelerate the monetization of mature power station assets, optimizing the asset structure and improving capital turnover efficiency through methods such as transfers and REITs. It will reconstruct the smart investment business model to maximize value across the entire chain of investment, financing, construction, management, and exit.

   8. Breaking new ground with strategic breakthroughs to create a new landscape for overseas business

      The Company regards its overseas business as a strategic growth pole and is accelerating the construction of a globally diversified business portfolio. It will focus on high-value regional markets, with a priority on making breakthroughs in large-scale wind power and smart energy projects in both mature and emerging markets. It will strengthen the development of local capabilities overseas, including marketing, services, supply chain, and compliance systems. It will establish international project delivery and financing capabilities to enhance brand recognition and raise market entry barriers. With strategic determination, it will continue to invest in building long-term, sustainable competitive advantages overseas to achieve high-quality global breakthroughs.

   9. Innovating business models by integrating industry and finance

      The Company is deepening the integration of industry and finance, empowering the industrial ecosystem with capital, and innovating investment and financing models. It will promote asset-light operations, reducing the proportion of heavy asset holdings and improving capital utilization efficiency through methods such as project equity cooperation, industrial funds, and financial leasing. It will explore co-building an ecosystem platform with financial institutions and industry chain partners to form a synergistic business model of "resources + technology + capital". It will flexibly use structured financing tools in power station development, hydrogen-ammonia-methanol projects, and overseas business to enhance project bankability and risk resilience.

   10. Comprehensively enhancing corporate governance capabilities based on the principle of deepening reform

The Company adheres to the principle of deepening reform, continuously optimizing its governance structure and decision-making mechanisms. It will improve the functions of relevant departments and strengthen strategic guidance and risk management and control. It will improve the authorization and supervision system to enhance the autonomy and accountability of the management. It will promote the application of digital governance tools to improve information transparency and process efficiency. It will strengthen compliance management and internal control

audits to ensure that business operations are legal and compliant. Through systematic improvements in governance capabilities, it will provide a solid institutional guarantee for the Company's high-quality and sustainable development.

To all shareholders and shareholders' proxies,

1. Content of the Profit Distribution Plan (I) Specific content of the Profit Distribution Plan

   As of December 31, 2025, according to the parent company's financial statements of Ming Yang Smart Energy Group Limited (hereinafter referred to as the "Company"), the undistributed profit at the end of the period was RMB 4,870,457,521.64. As resolved by the Board, the Company plans to distribute profits for the year 2025 based on the total share capital registered on the record date for equity distribution, after deducting the shares in the Company's repurchase account. This Profit Distribution Plan is as follows:

   The Company plans to distribute a cash dividend of RMB 0.185 (tax inclusive) per share to all shareholders. As of April 27, 2026 (the deliberation date of this Board meeting), the Company's total share capital is 2,261,496,706 shares. After deducting the 101,329,984 shares in the Company's repurchase account, the number of shares eligible for this profit distribution is 2,160,166,722. Based on this, the total proposed cash dividend is RMB 399,630,843.57 (tax inclusive). The amount of share repurchases implemented this year through centralized bidding with cash consideration was RMB 0. The total amount of cash dividends and repurchases is RMB 399,630,843.57(tax inclusive), accounting for 60.56% of the net profit attributable to shareholders of the Listed Company for the year. Specifically, the amount of share repurchases for cancellation through centralized bidding with cash consideration (hereinafter referred to as "repurchase and cancellation") was RMB 111,341,812.18. The total amount of cash dividends, repurchase and cancellation is RMB 510,972,655.75 (tax inclusive), accounting for 77.43% of the net profit attributable to shareholders of the Listed Company for the year.

   There will be no bonus issue or conversion of capital reserve to share capital this

   year.

   If, during the period from the disclosure date of the Announcement of Profit

   Distribution Plan to the record date for the equity distribution, the Company's total share capital changes due to factors such as convertible bond conversion, share repurchase, repurchase and cancellation of shares issued under equity incentive plans, or repurchase and cancellation of shares in connection with major asset restructuring, the Company intends to maintain the distribution ratio per share unchanged and adjust the total distribution amount accordingly. The Company will announce the specific adjustments separately.

   This Profit Distribution Plan is still subject to deliberation at the 2025 Annual Shareholders' Meeting.

   (II) Cash dividend distribution in the last three accounting years

   Item	2025	2024	2023
   Total cash dividends (RMB)	399,630,843.57	653,929,561.16	653,959,210.91
   Total repurchase and cancellation amount (RMB)	111,341,812.18	0	0
   Net profit attributable to shareholders of the Listed Company (RMB)	659,873,732.73	346,114,493.48	376,722,128.30
   Undistributed profit of the parent company at the end of this year (RMB)	4,870,457,521.64
   Total cumulative cash dividend amount in the last three accounting years (RMB)	1,707,519,615.64
   Total cumulative repurchase and cancellation amount in the last three accounting years (RMB)	111,341,812.18
   Average net profit in the last three accounting years (RMB)	460,903,451.50
   Total cumulative amount of cash dividends, repurchases and cancellations in the last three accounting years (RMB)	1,818,861,427.82
   Whether the total cumulative cash dividend amount in the last three accounting years is less than RMB 50 million	No
   Cash dividend ratio (%)	394.63
   Whether the cash dividend ratio is less than 30%	No
   Whether it falls under the circumstances specified in Item (VIII), Paragraph I, Article 9.8.1 of the Listing Rules, where other risk warnings may be imposed	No

   Note: The net profit attributable to shareholders of the Listed Company for 2023 is the retrospectively adjusted figure due to a business combination under common control.

2. Explanation on the reasonableness of the cash dividend plan

The Company plans to distribute cash dividends of RMB 399,630,843.57 (tax inclusive) for 2025. The total amount of cash dividends, repurchases and cancellations is RMB 510,972,655.75 (tax inclusive), accounting for 77.43% of the net profit attributable to shareholders of the Listed Company for the year, which is less than 100%; and accounting for 8.21% of the undistributed profit in the parent company's

financial statements at the end of the period, which is less than 50%.

The Company's current Profit Distribution Plan complies with the relevant provisions of the Regulatory Guidelines for Listed Companies No. 3 - Distribution of Cash Dividends of Listed Companies, the Self-Disciplinary Regulatory Guidelines for Listed Companies of Shanghai Stock Exchange No. 1 - Standardized Operation, as well as the Articles of Association and the Shareholder Return Plan for the Next Three Years (2024-2026). This Profit Distribution Plan is formulated based on the Company's profit distribution principles and the need to ensure its stable operation and sustainable development strategy. This Profit Distribution Plan has been formulated with due consideration for the interests and reasonable expectations of all shareholders, based on a rational assessment of the Company's future capital needs and solvency. Meanwhile, the implementation of this Profit Distribution Plan will not have a negative impact on the Company's liquidity and solvency.

To all shareholders and shareholders' proxies,

To strengthen the diligence and dedication of the directors and ensure the sustained, stable and healthy development of Ming Yang Smart Energy Group Limited (hereinafter referred to as the "Company"), the Company has, based on its actual operating scale and industry remuneration levels, formulated the following 2025 and 2026 remuneration plan for non-independent directors:

1. 2025 Remuneration Plan for Non-independent Directors

   Non-independent directors who concurrently hold other positions or undertake specific work in the Company shall receive corresponding remuneration, while non-independent directors who do not concurrently hold other positions in the Company shall not receive director allowances.

2. 2026 Remuneration Plan for Non-independent Directors

Non-independent directors who concurrently hold other positions or undertake specific work in the Company in 2026 shall receive corresponding remuneration, while non-independent directors who do not concurrently hold other positions in the Company shall not receive director allowances.

To all shareholders and shareholders' proxies,

To strengthen the diligence and dedication of the directors and ensure the sustained, stable and healthy development of Ming Yang Smart Energy Group Limited (hereinafter referred to as the "Company"), the Company has, based on its actual operating scale and industry remuneration levels, formulated the following 2025 and 2026 remuneration plan for independent directors:

1. 2025 Remuneration Plan for Independent Directors

   No.	Name	Remuneration for 2025 (RMB 10,000)
   1	Tao Zhu	9.60
   2	Ying Liu	9.60
   3	Shaobin Shi	9.60
   4	Rongchang Wang	9.60

2. 2026 Remuneration Plan for Independent Directors

To all shareholders and shareholders' proxies,

1. Basic Information on Daily Related-Party Transactions
   1. Deliberation procedures for daily related-party transactions

      On March 25, 2026, Ming Yang Smart Energy Group Limited (hereinafter referred to as the "Company") held the second special meeting of independent directors in 2026, at which the Proposal on the Estimated Amount of the Company's Daily Related-Party Transactions for 2026 was deliberated and approved. The independent directors believe that the transactions expected to occur between the Company and related parties such as Guangdong Mingyang Electric Co., Ltd. are necessary for normal production and operation activities and are conducive to ensuring the normal conduct of the production and operation activities of the Company and its subsidiaries. The pricing of the relevant related-party transactions is fair and reasonable, will not adversely affect the Company's independence, and the Company will not become dependent on related parties due to these related-party transactions. The deliberation and voting procedures for related-party transactions strictly comply with the relevant regulations of the Shanghai Stock Exchange, as well as the Articles of Association of Ming Yang Smart Energy Group Limited and the Company's Related-Party Transaction Decision-Making System, and there is no situation that harms the rights and interests of all shareholders of the Company, especially minority shareholders. Therefore, we agree to submit this proposal to the Company's Board for deliberation.

      On the same day, the Company held the 18th meeting of the third Audit Committee of the Board and the 32nd meeting of the third Board, at which the Proposal on the Estimated Amount of the Company's Daily Related-Party Transactions for 2026 was deliberated and approved. The related directors Mr. Chuanwei Zhang, Mr. Rui Zhang, and Ms. Chao Zhang recused themselves from voting. This proposal is still to be submitted to the Company's Shareholders' Meeting for deliberation, and the related shareholders will recuse themselves on the relevant proposals at the Shareholders' Meeting.

   2. Estimation and execution of previous daily related-party transactions

      The estimation and execution of the Company's daily related-party transactions for 2025 are as follows:

      Unit: RMB 10,000

      Category of related-party transaction	Related party	Estimated amount for last year (previous period)	Actual amount incurred last year (previous period) (unaudited)	Reasons for significant differences between estimated and actual amounts
      Purchase of raw materials or receipt of labor (services) from related parties	Guangdong Mingyang Electric Co., Ltd. (hereinafter referred to as "Mingyang Electric")	68,000.00	21,489.91	Delayed commencement of some originally forecasted projects
      	Zhongshan Taiyang Kehui Industrial Co., Ltd. (hereinafter referred to as "Taiyang Kehui")	25,000.00	19,642.34
      	Beijing Boyang Huiyuan Electric Power Technology Co., Ltd. (hereinafter referred to as "Beijing Boyang")	23,000.00	11,457.12	Delayed commencement of some originally forecasted projects
      	Guangdong Borui Tiancheng Energy Technology Co., Ltd. (hereinafter referred to as "Borui Tiancheng")	28,000.00	28,392.95
      	Beijing Mingyang Hydrogen Energy Technology Co., Ltd.	4,800.00	-
      	Other subordinate enterprises controlled by the actual controllers	12,360.00	12,337.03
      	Subtotal	161,160.00	93,319.35
      Sales of products, power or provision of labor (services) to related parties	Mingyang Electric	1,900.00	60.94
      	Beijing Boyang	2.50	1.59
      	Borui Tiancheng	3.50	1.36
      	Uniwatt Technology Co., Ltd. (hereinafter referred to as "Uniwatt")	50.00	73.08
      	Zhongshan Ruixin Intelligent Control System Co., Ltd. (hereinafter referred to as "Ruixin Intelligent")	5.00	5.81

      	Southern Offshore Wind Power Joint Development Co., Ltd. (hereinafter referred to as "Southern Joint")	800.00	120.04
      	Three Gorges New Energy (Phoenix) Power Generation Co., Ltd. (hereinafter referred to as "Three Gorges Phoenix")	40,500.00	147.04	Adjustment of project construction schedule
      	Other subordinate enterprises controlled by the actual controllers	400.00	191.51
      	Subtotal	43,661.00	601.36
      Provision of leasing services to related parties	Beijing Boyang	200.00	-
      	Borui Tiancheng	360.00	356.20
      	Uniwatt	90.00	112.16
      	Ruixin Intelligent	30.00	29.72
      	Other subordinate enterprises controlled by the actual controllers	185.00	3.72
      	Subtotal	865.00	501.80
      Receipt of leasing services provided by related parties	Other subordinate enterprises controlled by the actual controllers	150.00	222.00
      	Subtotal	150.00	222.00
      Total		205,836.00	94,644.50

      Note 1: the amounts above are all exclusive of tax. Any discrepancy between the total amount and the sum of individual items in the table is due to rounding.

      Note 2: the "other subordinate enterprises controlled by the actual controllers" in the table above include related parties such as Mingyang Electric (Shaanxi) Co., Ltd., Huayang Changqing Investment Co., Ltd., Zhongshan Mingyang Electrical Appliances Co., Ltd. (hereinafter referred to as "Zhongshan Electrical Appliances"), Zhuhai Hengqin Mingyang Supply Chain Management Service Co., Ltd., Jiuhua Jiye (Beijing) Technology Development Co., Ltd., Neimenggu Ming Yang Wind Power Co., Ltd., and Xinjiang Ruixiang Smart Agricultural Technology Development Co., Ltd.

      Note 3: the above related-party transactions that exceeded the originally estimated amounts were mainly for leasing services. The transaction amounts were relatively low and did not reach the threshold requiring deliberation by the Board. They were approved by the Company's General Manager in accordance with the Articles of Association.

   3. Estimated amount and category of daily related-party transactions for 2026

   Based on the Company's business development and production and operation status, the Company's estimated daily transactions with related parties for 2026 are as follows:

   Unit: RMB 10,000

   Category of related-party transaction	Related party	Estimated amount for 2026	Percentage of similar business	Cumulative transaction amount with related parties from the beginning of the year to February 28 (unaudited)	Actual amount incurred last year (unaudited)	Percentage of similar business	Reasons for significant differences between the estimated amount for 2026 and the actual amount incurred last year
   Purchase of raw materials or receipt of labor (services) from related parties	Mingyang Electric	54,000.00	1.17%	3,349.00	21,489.91	0.46%	Delayed commencement of some originally forecasted projects
   	Taiyang Kehui	19,000.00	0.41%	140.94	19,642.34	0.42%
   	Beijing Boyang	15,700.00	0.34%	1,041.45	11,457.12	0.25%
   	Borui Tiancheng	20,000.00	0.43%	34.81	28,392.95	0.61%
   	Other subordinate enterprises controlled by the actual controllers	22,000.00	0.48%	1,027.59	12,337.03	0.27%
   	Subtotal	130,700.00		5,593.78	93,319.35
   Sales of products, power or provision of labor (services) to related parties	Mingyang Electric	6,600.00	0.20%	3.65	60.94	0.04%
   	Beijing Boyang	5.00	0.0001%		1.59	0.003%
   	Borui Tiancheng	5.00	0.0001%		1.36	0.003%
   	Uniwatt	50.00	0.001%	6.78	73.08	0.16%
   	Southern Joint	600.00	0.02%	38.67	120.04	0.004%
   	Ruixin Intelligent	5.00	0.0001%		5.81	0.01%
   	Three Gorges Phoenix	40,000.00	1.20%	2,358.80	147.04	5.06%	This item is for the sale of wind turbine accessories and service fees
   	CNOOC (Orient) Energy Co., Ltd.	170,000.00	5.08%				This item is for the sale of wind turbines
   	Other subordinate enterprises controlled by the actual controllers	1,100.00	0.03%	238.90	191.51	0.001%

   	Subtotal	218,365.00		2,646.80	601.36
   Provision of leasing services to related parties	Beijing Boyang	120.00	4.13%
   	Borui Tiancheng	400.00	13.76%		356.20	12.25%
   	Uniwatt	150.00	5.16%	12.42	112.16	3.86%
   	Ruixin Intelligent	10.00	0.34%		29.72	1.02%
   	Other subordinate enterprises controlled by the actual controllers	5.00	0.17%		3.72	0.13%
   	Subtotal	685.00		12.42	501.80
   Receipt of leasing services provided by related parties	Other subordinate enterprises controlled by the actual controllers	500.00	5.53%	40.68	222.00	2.46%
   	Subtotal	500.00		40.68	222.00
   Total		350,250.00		8,293.68	94,644.50

   Note 1: the amounts above are all exclusive of tax. Any discrepancy between the total amount and the sum of individual items in the table is due to rounding.

   Note 2: in the table above, the "other subordinate enterprises controlled by the actual controllers" included in the estimated amount for 2026 include related parties such as Mingyang Electric (Shaanxi) Co., Ltd., Zhuhai Hengqin Mingyang Supply Chain Management Service Co., Ltd., Zhongshan Electrical Appliances, Huayang Changqing Investment Co., Ltd., Neimenggu Ming Yang Wind Power Co., Ltd., and Xinjiang Ruixiang Smart Agricultural Technology Development Co., Ltd.

2. Introduction to and Relationship with Related Parties
   1. Guangdong Mingyang Electric Co., Ltd.

      Nature of enterprise: other company limited by shares (listed) Legal representative: Chuanwei Zhang

      Registered capital: RMB 312.2 million

      Principal shareholder: Zhongshan Mingyang Electrical Appliances Co., Ltd. (holding 41.82% of the shares)

      Primary business: R&D, manufacturing, sales, and maintenance of various types of transformers and complete sets of equipment, and power automation equipment; import and export of technologies and goods (excluding goods and technologies that are prohibited by the state or involve administrative approval); production and sales of high and low voltage complete switchgear and components, power transmission and distribution equipment, electrical equipment and materials, hardware products, electronic products, and mechanical equipment and spare parts; maintenance of instruments and meters; installation, repair, and testing of power facilities; manufacturing, sales, and import of measuring instruments; technical consulting related to power transmission and distribution.

      Domicile: No. 1 and No. 6 Xingye West Road, Hengmen, Nanlang Town, Zhongshan City.

      Description of related-party relationship: it is controlled by the same actual controller as the Company, and directors and senior officers of the Company serve as directors of Mingyang Electric.

      Analysis of performance capability: Mingyang Electric has been legally existing since its establishment and is currently in normal operation. It has good performance capability and is not a dishonest judgment debtor subject to enforcement.

      As of September 30, 2025, Mingyang Electric had total assets of RMB 9,364,864,900 and net assets of RMB 4,911,746,600. For the period from January to September 2025, its operating revenue was RMB 5,200,400,800 and its net profit was RMB 467,525,200. The above data is from 2025 Third Quarterly Report of Guangdong Mingyang Electric Co., Ltd.

   2. Guangdong Borui Tiancheng Energy Technology Co., Ltd.

      Nature of enterprise: limited liability company (wholly-owned by a legal person invested or controlled by natural persons)

      Legal representative: Zheng Xiao Registered capital: RMB 150 million

      Principal shareholder: Guangdong Mingyang Electric Co., Ltd. (holding 100% of the shares)

      Primary business: engineering and technology research and experimental

      development; solar power generation technology services; wind power generation technology services; design and construction services for security technology prevention systems; technical services, technology development, technical consulting, technology exchange, technology transfer, and technology promotion; engineering management services; sales of electrical equipment; manufacturing of distribution switch control equipment; sales of distribution switch control equipment; R&D of distribution switch control equipment; manufacturing of transformers, rectifiers, and inductors; manufacturing of mechanical and electrical equipment; sales of mechanical and electrical equipment; manufacturing of power facilities and equipment; sales of power facilities and equipment; manufacturing of containers; sales of containers; sales of electrical instruments and meters; sales of electronic products; manufacturing of power electronic components; repair of electrical equipment; R&D of offshore wind power-related systems; R&D of marine engineering equipment; R&D of high-efficiency and energy-saving technologies for the power industry; construction engineering; construction engineering design; specialized construction operations; design of intelligent building systems; electrical installation services; power generation, power transmission, and power supply (distribution) business; installation, maintenance, and testing of power transmission, supply, and receiving facilities; subcontracting of construction labor.

      Domicile: 101, No. 8 Xingye West Road, Hengmen, Nanlang Subdistrict,

      Zhongshan City; 101, No. 25 Jiangling West Road, Torch Development Zone, Zhongshan City; No. 5 Heyu East Road, Linhai Industrial Park, Tsuihang New District, Zhongshan City; D2-D5, No. 8 Yuyi Road, South China Modern Traditional Chinese Medicine City, Nanlang Subdistrict, Zhongshan City

      Description of related-party relationship: controlled by the same actual controller as the Company.

      Analysis of performance capability: Borui Tiancheng has been legally existing since its establishment and is currently in normal operation. It has good performance capability and is not a dishonest judgment debtor subject to enforcement.

      As of September 30, 2025, Borui Tiancheng had total assets of RMB 496,071,700 and net assets of RMB 118,808,500. For the period from January to September 2025, its operating revenue was RMB 497,541,500 and its net profit was RMB 55,834,200. The above figures are unaudited.

   3. Zhongshan Taiyang Kehui Industrial Co., Ltd.

      Nature of enterprise: limited liability company (invested or controlled by natural persons)

      Legal representative: Chao Zhang Registered capital: RMB 30 million

      Principal shareholder: Mingyang New Energy Investment Holding Group Co., Ltd. (holding 51% of the shares)

      Primary business: installation, maintenance, and testing of power transmission, supply, and receiving facilities; electrical installation services. manufacturing of mechanical and electrical equipment; sales of mechanical and electrical equipment; manufacturing of special-purpose equipment (excluding licensed professional equipment manufacturing); manufacturing of power electronic components; sales of power electronic components; manufacturing of special-purpose equipment for electrical machinery; sales of photovoltaic equipment and components; wind power generation technology services; leasing of non-residential real estate.

      Domicile: No. 8 Xingye West Road, Hengmen, Nanlang Town, Zhongshan City. Description of related-party relationship: it is controlled by the same actual controller as the Company, and a director and senior officer of the Company serves as

      the manager of Taiyang Kehui.

      Analysis of performance capability: Taiyang Kehui has been legally existing since its establishment and is currently in normal operation. It has good performance capability and is not a dishonest judgment debtor subject to enforcement.

      As of December 31, 2025, Taiyang Kehui had total assets of RMB 324,147,800 and net assets of RMB 210,609,500. For the period from January to December 2025, its operating revenue was RMB 275,098,600 and its net profit was RMB 49,035,000. The above figures are unaudited.

   4. Beijing Boyang Huiyuan Electric Power Technology Co., Ltd.

      Nature of enterprise: other limited liability company Legal representative: Wenyi Sun

      Registered capital: RMB 10 million

      Principal shareholder: Zhongshan Mingyang Electrical Appliances Co., Ltd. (holding 70% of the shares)

      Primary business: technical services, technology development, technical consulting, technology exchange, technology transfer, and technology promotion; sales of intelligent power transmission and distribution and control equipment; R&D of wind farm-related systems; wind power generation technology services; R&D of offshore wind power-related systems; R&D of distribution switch control equipment; R&D of online energy monitoring technology; energy storage technology services; manufacturing of special-purpose electronic equipment; industrial Internet data services; sales of mechanical and electrical equipment; manufacturing of electronic components and electromechanical component equipment; information system integration services; manufacturing of mechanical and electrical equipment; sales of electronic components and electromechanical component equipment; manufacturing of

      instruments and meters; import and export of goods; import and export of technologies; import and export agency.

      Domicile: 1001, 1st Floor, Building C, East Side, No. 58 Courtyard, Dongbeiwang West Road, Haidian District, Beijing

      Description of related-party relationship: controlled by the same actual controller as the Company.

      Analysis of performance capability: Beijing Boyang has been legally existing since its establishment and is currently in normal operation. It has good performance capability and is not a dishonest judgment debtor subject to enforcement.

      As of December 31, 2025, Beijing Boyang had total assets of RMB 206,798,300 and net assets of RMB 147,110,600. For the period from January to December 2025, its operating revenue was RMB 212,683,800 and its net profit was RMB 38,177,500. The above figures are unaudited.

   5. Uniwatt Technology Co., Ltd.

      Nature of enterprise: other limited liability company Legal representative: Chao Zhang

      Registered capital: RMB 97,904,160

      Principal shareholder: Guangdong Mingyang Ruide Venture Capital Co., Ltd. (holding 49.0275% of the shares)

      Primary business: design, R&D, production, testing, processing, sales, consulting, and technical services for semiconductor epitaxial wafers, chips, components, systems, and related products (excluding circuit boards); R&D, design, manufacturing, sales, consulting, and technical services of equipment related to semiconductor material preparation and chip processing; import and export of technologies and goods.

      Domicile: 3rd-4th Floor, No. 22-2 Huoju Road, Torch Development Zone, Zhongshan City

      Description of related-party relationship: it is controlled by a close relative of the Company's actual controller, and a director and senior officer of the Company serves as a director of Uniwatt.

      Analysis of performance capability: Uniwatt has been legally existing since its establishment and is currently in normal operation. It has good performance capability and is not a dishonest judgment debtor subject to enforcement.

      As of September 30, 2025, Uniwatt had total assets of RMB 411,012,700 and net assets of RMB 131,512,100. For the period from January to September 2025, its operating revenue was RMB 90,596,900 and its net profit was RMB -20,226,200. The above figures are unaudited.

   6. Zhongshan Ruixin Intelligent Control System Co., Ltd.

      Nature of enterprise: other limited liability company Legal representative: Jianren Wen

      Registered capital: RMB 10.3 million

      Principal shareholder: Zhongshan Nanchen Enterprise Management Consulting Co., Ltd. (holding a total of 84.065% of the shares)

      Primary business: R&D, production, and sales of industrial automatic control system devices, intelligent equipment, and automation equipment; software development; industrial investment; import and export of goods or technologies.

      Domicile: Room 101, Workshop Plant, 1st Floor, Longyuan Building, No. 22 Huoju Road, Torch Development Zone, Zhongshan City

      Description of related-party relationship: the director and senior officer of the Company withdrew from the Board of Ruixin Intelligent in March 2025.

      Analysis of performance capability: Ruixin Intelligent has been legally existing since its establishment and is currently in normal operation. It has good performance capability and is not a dishonest judgment debtor subject to enforcement.

      As of December 31, 2025, Ruixin Intelligent had total assets of RMB 4,561,000 and net assets of RMB -11,579,100. For the period from January to December 2025, its operating revenue was RMB 5,373,300 and its net profit was RMB -3,382,000. The above figures are unaudited

   7. Southern Offshore Wind Power Joint Development Co., Ltd.

      Nature of enterprise: other limited liability company Legal representative: Zhongquan Wang

      Registered capital: RMB 800 million

      Principal shareholder: China Southern Power Grid Energy Efficiency & Clean Energy Co., Ltd. (holding 40% of the shares)

      Primary business: power generation, power transmission, and power supply (distribution); installation, maintenance, and testing of power transmission, supply, and receiving facilities; power supply; R&D of new energy technologies; R&D of wind farm-related systems; technical services, technology development, technical consulting, technology exchange, technology transfer, and technology promotion; energy storage technology services; engineering management services; sales of intelligent power transmission and distribution and control equipment; repair of electrical equipment; seawater desalination; leisure and sightseeing activities; business management consulting; leasing of non-residential real estate.

      Domicile: Room 203, 8 Changti Lane, Guishan Town, Zhuhai City

      Description of related-party relationship: a senior officer of the Company serves as a director of Southern Joint.

      Analysis of performance capability: Southern Joint has been legally existing since

      its establishment and is currently in normal operation. It has good performance capability and is not a dishonest judgment debtor subject to enforcement.

      As of December 31, 2025, Southern Joint had total assets of RMB 3,465,470,400 and net assets of RMB 1,136,804,200. For the period from January to December 2025, its operating revenue was RMB 300,304,600 and its net profit was RMB 39,747,100. The above figures are unaudited.

   8. Three Gorges New Energy (Phoenix) Power Generation Co., Ltd.

      Nature of enterprise: other limited liability company Legal representative: Dong Tang

      Registered capital: RMB 240 million

      Principal shareholder: Three Gorges (Xiangxi) Energy Investment Co., Ltd. (holding 51% of the shares)

      Primary business: hydropower generation; power generation, power transmission, and power supply (distribution) business; power supply; inspection and testing services; installation, maintenance, and testing of power transmission, supply, and receiving facilities; technical services, technology development, technical consulting, technology exchange, technology transfer, and technology promotion; solar power generation technology services; power generation technology services; wind power generation technology services; information system operation and maintenance services; leasing of photovoltaic power generation equipment; R&D of wind farm-related systems; energy storage technology services; water pollution prevention and control services; environmental consulting services.

      Domicile: Room 111, 1st Floor, Comprehensive Building 1, Phase III Standardized Factory, Fenghuang Industrial Development Zone, Fenghuang County, Xiangxi Tujia and Miao Autonomous Prefecture, Hunan Province

      Description of related-party relationship: a senior officer of the Company serves as a director of Three Gorges Phoenix.

      Analysis of performance capability: Three Gorges Phoenix has been legally existing since its establishment and is currently in normal operation. It has good performance capability and is not a dishonest judgment debtor subject to enforcement. As of December 31, 2025, Three Gorges Phoenix was still under construction, with total assets of RMB 528,491,600 and net assets of RMB 117,057,700. For the period from January to December 2025, its operating revenue was RMB 0 and its net

      profit was RMB 0. The above figures are unaudited.

   9. CNOOC (Orient) Energy Co., Ltd.

   Nature of enterprise: other limited liability company Legal representative: Haibo Jin

   Registered capital: RMB 1 billion

   Principal shareholder: CNOOC (Hainan) New Energy Co., Ltd. (holding 55% of the shares)

   Primary business: power generation, power transmission, and power supply (distribution); installation, maintenance, and testing of power transmission, supply, and receiving facilities; power generation technology services; solar power generation technology services; wind power generation technology services; R&D of wind farm-related systems; R&D of offshore wind power-related systems; technical services, technology development, technical consulting, technology exchange, technology transfer, and technology promotion.

   Domicile: No. 16 Lintian Avenue, Ruxue Village, Gancheng Town, Dongfang City, Hainan Province

   Description of related-party relationship: the actual controller and a senior officer of the Company serve as directors of CNOOC (Orient) Energy Co., Ltd. (hereinafter referred to as "CNOOC Orient").

   Analysis of performance capability: CNOOC Orient has been legally existing since its establishment and is currently operating normally. It has good performance capability and is not a dishonest judgment debtor subject to enforcement.

   As of December 31, 2025, CNOOC Orient was still under construction, with total assets of RMB 1,030,470,900 and net assets of RMB 1,000,086,200. For the period from January to December 2025, its operating revenue was RMB 0 and its net profit was RMB 86,200. The above figures are unaudited.

3. Main Content and Pricing Policy of Related-party Transactions

   1. Main content of related-party transactions:

      Related-party transactions such as purchase of raw materials from related parties; sales of products and power, provision of labor and services, as well as leasing services to related parties; and receipt of services and leasing services provided by related parties.

   2. Pricing policy for related-party transactions:

      The pricing of related-party transactions follows the principles of fairness, reasonableness, equality, and mutual benefit. Both parties to the transaction determine the price through business negotiations based on the specific transaction matters and circumstances, and the specific pricing shall be subject to the agreement signed by both parties.

      The Company will decide on the specific terms of the relevant agreements to be signed with each related party for daily related-party transactions based on the actual needs of its daily operations to ensure the normal conduct of its daily operations.

4. Purpose of Related-party Transactions and Impact on the Listed Company

The Company's daily related-party transactions for 2026 are necessary for its normal production and operation activities. They follow the pricing principles of fairness, reasonableness, equality, and mutual benefit, and there is no situation that harms any interests of the Company and its minority shareholders.

The related parties maintain a sound overall financial position with stable performance capability and controllable risks, and there are no circumstances that may potentially affect their performance capability. The scale of related-party transactions in 2026 accounts for a low proportion of the Company's similar businesses. The Company will not become dependent on related parties, and its independence will not be affected.

To all shareholders and shareholders' proxies,

1. Overview of the guarantee

   To meet the daily operational needs and the funding requirements for new energy project construction of the Company and its controlled subsidiaries in 2026, the Company plans to provide guarantees for its controlled subsidiaries within the scope of the consolidated financial statements (including guarantees among controlled subsidiaries, the same below), with a new total guarantee amount not exceeding RMB 7.86 billion. The estimated details of the guarantees are as follows:

   Guarantor	Guaranteed party	The Company's shareholding ratio	Asset-liability ratio of the guaranteed party in the latest period	Outstanding guarantee balance as of the latest date (RMB 10,000)	Newly added guarantee amount (RMB 10,000)	Ratio of the guarantee amount to the Listed Company's net assets in the latest period	Estimated guarantee validity period	Whether it is a related-party guarantee	Whether there is a counter-guar antee
   1. Controlled subsidiaries with an asset-liability ratio of 70% or more
   The Company and its subsidiaries	MySE Korea Co. Ltd.	100%	145.91%	-	49,000	1.85%	Note 3	No	None
   	Mingyang Smart Energy Philippine Corporation	100%	110.78%	-	14,000	0.53%	Note 3	No	None
   	Ming Yang Italy S.r.l.	100%	85.84%	Note 2	13,000	0.49%	Note 3	No	None
   	Mingyang Green Chemical (Chifeng) Co., Ltd.	100%	100%	-	100,000	3.77%	Note 3	No	None

   	Mingyang Green Energy Chemical Technology (Gushi) Co., Ltd.	100%	100%	-	100,000	3.77%	Note 3	No	None
   	Hainan Mingyang New Energy Chemical Technology Co., Ltd.	100%	100%	-	100,000	3.77%	Note 3	No	None
   	Wuxi Mingyang Hydrogen Combustion Power Technology Co., Ltd.	75%	84.28%	4,500	10,000	0.38%	Note 3	No	None
   2. Controlled subsidiary with an asset-liability ratio below 70%
   The Company and its subsidiaries	Ming Yang Renewable Energy (International) Company Limited	100%	40.45%	-	400,000	15.10%	Note 3	No	None

   Note 1: The above data are all unaudited.

   Note 2: For the parent company performance guarantee provided to overseas subsidiary Ming Yang Italy S.r.l., the guarantee liabilities have not yet been triggered, so the outstanding guarantee balance related to performance guarantees is 0.

   Note 3: This guarantee matter will take effect after being approved by the Company's Shareholders' Meeting, and its validity period is within 12 months from the date of approval by the Shareholders' Meeting.

   Given the uncertainty in project development and that the relevant guarantee terms still need to be negotiated and determined with banks and other financial institutions, in order not to affect the Company's daily operations and project construction needs, the guaranteed parties for this estimated amount are not limited to the controlled subsidiaries listed in the table above. That is, without exceeding the authorized period and the total estimated guarantee amount, the Company will, based on the actual situation, reallocate the guarantee amount among all controlled subsidiaries within the scope of the consolidated financial statements, between controlled subsidiaries with an asset-liability ratio of over 70% and those with an asset-liability ratio of 70% or less. When a reallocation occurs, a controlled subsidiary with an asset-liability ratio of over 70% can only obtain a guarantee amount from controlled subsidiaries that also had an asset-liability ratio of over 70% at the time of the deliberation at the Shareholders' Meeting. Among them, the amount of a single guarantee may exceed 10% of the Company's net assets, and the guarantee methods include but are not limited to credit guarantees, mortgage guarantees, and pledge guarantees.

   Within the above guarantee amount, the Company will not hold a separate Board meeting or Shareholders' Meeting for each guarantee transaction, and authorizes relevant personnel of the Company to sign guarantee contracts and related legal documents on behalf of the Company.

2. Basic information of the guaranteed parties

   No.	Name of guaranteed party	Date of establishment	Registered capital	Legal representative	Domicile	Primary business
   						General items: production of chemical products (excluding licensed
   						chemical products); sales of chemical products (excluding licensed
   					Room 703-4, Party	chemical products); technical services, technology development,
   					and Government	technical consulting, technology exchange, technology transfer, and
   1	Mingyang Green Chemical (Chifeng) Co., Ltd.	2023-9-6	RMB 10 million	Xiaogang Liang	Comprehensive Building, Linxi Town, Linxi County, Chifeng City, Inner	technology promotion; manufacturing of gas and liquid separation and purification equipment; R&D of new energy technologies; engineering and technical services (excluding planning management, survey, design, and supervision). (Except for items subject to
   					Mongolia	approval according to law, operating activities shall be carried out
   					Autonomous Region	independently according to law and based on the business license)
   						Licensed items: power generation, transmission, and supply
   						(distribution) business.

   						Power generation, transmission, and supply (distribution) business
   						(for items subject to approval by law, business activities can only be
   						carried out after approval by relevant departments, and the specific
   						business items are subject to the approval documents or permits from
   2	Mingyang Green Energy Chemical Technology (Gushi) Co., Ltd.	2025-4-18	RMB 10 million	Yanlei Li	3/F, Comprehensive Office Building of Huayang Changqing Investment Co., Ltd., No. 1566, West Section of Huanghe Road, Gushi County, Xinyang City, Henan Province	relevant departments). General items: production of chemical products (excluding licensed chemical products); sales of chemical products (excluding licensed chemical products); technical services, technology development, technical consulting, technology exchange, technology transfer, and technology promotion; engineering and technical services (excluding planning management, survey, design, and supervision); manufacturing of industrial animal oil and fat chemicals; biomass fuel processing; manufacturing of bio-based materials; heat production and supply; sales of biomass liquid fuel production equipment; sales of gas and liquid separation and
   						purification equipment; R&D of biochemical product technologies;
   						sales of ecological and environmental materials; recycled resources
   						processing; manufacturing of ecological and environmental
   						materials.
   						Licensed business items: power generation, transmission, and supply
   3	Hainan Mingyang New Energy Chemical Technology Co., Ltd.	2024-8-13	RMB 10 million	Gang Zhang	No. 5, Shugang Sanzhong Road, Basuo Town, Dongfang City, Hainan Province	(distribution) business (licensed business items are operated with permits). General business items: production of chemical products (excluding licensed chemical products); sales of chemical products (excluding licensed chemical products); technical services, technology development, technical consulting, technology exchange, technology transfer, and technology promotion; R&D of new energy
   						technologies; engineering and technical services (excluding planning

   						management, survey, design, and supervision); manufacturing of industrial animal oil and fat chemicals; biomass fuel processing; manufacturing of bio-based materials; heat production and supply; zales of biomass liquid fuel production equipment; sales of gas and liquid separation and purification equipment; sales of biomass molding fuel; R&D of biochemical product technologies; sales of ecological and environmental materials; recycled resources processing; manufacturing of ecological and environmental materials.
   4	MySE Korea Co. Ltd.	2021-6-10	KRW 329.2 million	Wenhao Liu	B1, 408-10, 327 Gangnam-daero, Seocho-gu, Seoul, South Korea	Wholesale, retail, import and export of energy equipment and components, energy project development, technical services, and operation of technology platforms and R&D centers.
   5	Mingyang Smart Energy Philippine Corporation	2023-11-21	PHP 11.50 million	Fan Ye	Unit-A,B 20/F Rufino Pacific Tower 6784 Ayala Ave. cor. V.A. Rufino St. San Lorenzo, Makati City	Import and export of energy equipment and components, investment, development, construction, operation and maintenance of energy projects, technical services, and construction of engineering projects such as roads, bridges, docks, and houses.
   6	Ming Yang Italy S.r.l.	2023-11-27	EUR 10,000	Peng Li	Milano (MI), Via Borromei 2 CAP 20123	Import and export of energy equipment and related services, and operation and maintenance of new energy power plants.
   7	Ming Yang Renewable Energy(Internationa l) Company Limited	2013-4-26	RMB 466 million	Chuanwei Zhang	Unit 502, 5/F, Hang Seng North Point Building, 341 King's Road, North Point, HK	Import and export trade of complete wind turbines and their components.

   8

   Wuxi Mingyang Hydrogen Combustion Power Technology Co., Ltd.

   2022-12-8

   RMB 20,333,300

   Yongzhi Wang

   No. 2 Liutang Road, Hudai Town, Binhu District, Wuxi City

   design of special equipment; manufacturing of special equipment; R&D of new energy technologies; energy storage technology services; R&D of new material technologies; manufacturing of testing machines; manufacturing of steam turbines and auxiliary equipment; sales of steam turbines and auxiliary equipment; manufacturing of new energy prime mover equipment; manufacturing of generators and generator sets; sales of generators and generator sets; manufacturing of mechanical and electrical equipment; sales of mechanical and electrical equipment; machining of mechanical parts and components; sales of mechanical parts and components; sales of special equipment; sales of hydrogen refueling and storage facilities for station use; sales of marine engineering equipment; engineering management services; industrial engineering design services; intelligent control system integration; software development.

   The main financial data of the above companies are as follows:

   Unit: RMB

   No.	Name of guaranteed party	Perio d	Total assets	Total liabilities	Net assets	Operating revenue	Net profit
   1	Mingyang Green Chemical (Chifeng) Co., Ltd.	2024	40,283,976.04	40,284,052.92	-76.88	-	-76.88
   		2025	47,941,062.45	47,941,375.25	312.80	-	100.92
   2	Mingyang Green Energy Chemical Technology (Gushi) Co., Ltd.	2024	-	-	-	-	-
   		2025	5,431,825.58	5,431,825.58	-	-	-
   3	Hainan Mingyang New Energy Chemical Technology	2024	69,298,807.16	69,298,807.16	-	-	-

   	Co., Ltd.	2025	77,673,179.72	77,673,179.72	-	-	-
   4	Wuxi Mingyang Hydrogen Combustion Power Technology Co., Ltd.	2024	40,231,359.48	20,747,037.78	19,484,321.70	6,852,813.50	-2,186,676.59
   		2025	64,727,110.17	54,553,180.51	10,173,929.66	14,454,269.48	- 4,962,707.74
   5	MySE Korea Co. Ltd.	2024	11,946,012.83	15,014,603.00	-3,068,590.17	-	-3,855,926
   		2025	12,289,507.41	17,931,687.14	-5,642,179.73	7,579,500	-2,701,836.27
   6	Mingyang Smart Energy Philippine Corporation	2024	236,720.98	688,043.69	-451,322.71	-	-451,322.71
   		2025	9,896,953.49	10,963,694.07	-1,066,740.58	-	-654,853.62
   7	Ming Yang Italy S.r.l.	2024	13,375,379.12	14,034,530.35	-659,151.23	-	-734,408.23
   		2025	144,106,262.26	123,706,361.96	20,399,900.30	146,437,990.90	20,975,033.89
   8	Ming Yang Renewable Energy (International) Company Limited	2024	1,551,912,653.82	518,404,313.51	1,033,508,340.31	6,514,096.30	-10,610,845.79
   		2025	2,099,851,654.65	849,326,959.56	1,250,524,695.09	214,634,518.58	-64,545,975.06

   Note: The above data are all unaudited

3. Main contents of the guarantee agreement

   After the above guarantee matters are approved by the Shareholders' Meeting, guarantee agreements still need to be negotiated and signed with financial institutions. The specific guarantee amount, term, method, and other clauses will be within the aforementioned estimated scope and will be determined based on the actual funding needs for the operations and project construction of the Company and the guaranteed companies.

4. Necessity and reasonableness of the guarantee

   The Company's external guarantee matters are intended to meet the daily operational needs of the Company and its controlled subsidiaries, as well as the funding requirements for new energy project construction. This is in line with the Company's overall interests and development strategy, and there is no transfer of resources or conveyance of benefits. The guaranteed parties are all controlled subsidiaries within the scope of the Company's consolidated financial statements. The Company can effectively control the risks and decisions of their daily operations and can stay informed of their credit status in a timely manner. The financial risks are within a controllable range.

   Proposal 7：Proposal on the Application for Credit Facilities from Financial Institutions for 2026

   To all shareholders and shareholders' proxies,

   To meet the needs of daily operations and business development, Ming Yang Smart Energy Group Limited (hereinafter referred to as the "Company") and its subsidiaries plan to apply for a credit line of no more than RMB 152.194 billion (or its equivalent in foreign currency, the same below) from banks and other financial institutions (hereinafter referred to as "Financial Institutions") for 2026, which includes an operating credit line of RMB 109.6 billion and a project credit line of RMB 42.594 billion. The details are as follows:

   1. Operation-related credit facilities

The demand for operation-related credit refers to the credit lines from financial institutions for the Company's production and operations, mainly including banker's acceptances, letters of credit, letters of guarantee, working capital loans, factoring, and commercial acceptance bill guarantees. The estimated financing amount is as follows:

Unit: RMB 10,000