Stock Option Incentive Plan (Draft)

Stock abbreviation: MYSE Stock code: 601615

Ming Yang Smart Energy Group Limited (hereinafter referred to as the "Company") and all its directors warrant that the Incentive Plan and its abstract contain no false records, misleading statements, or material omissions, and shall bear legal liability for the authenticity, accuracy, and completeness of its content in accordance with the law.

1. The Incentive Plan is formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People' s Republic of China, the Administrative Measures for Equity Incentives of Listed Companies and other relevant laws and regulations, normative documents and the Articles of Association of Ming Yang Smart Energy Group Limited

2. The incentive instruments adopted under the Incentive Plan are stock options, with the source of shares being A-share common stocks issued through private placement to the incentive recipients and/or A-share common stocks repurchased from the secondary market.

3. The number of stock options to be granted to the incentive recipients under the Incentive Plan is 20 million, accounting for 0.8805% of the Company's total share capital of 2,271,496,706 shares at the time of announcement of the draft Incentive Plan. This grant is a one-time grant without reserved interests.

   As of the announcement date of the draft Incentive Plan, the total number of underlying shares involved in the equity incentive plan during the whole validity period of the Company does not exceed 10.00% of the total share capital of the Company when the Incentive Plan is submitted to the Shareholders' Meeting. The number of shares of the Company granted to any incentive recipient in the Incentive Plan through the equity incentive plan within the whole validity period does not exceed 1.00% of the total share capital of the Company.

   During the period from the date of announcement of the draft Incentive Plan to the date when the incentive recipients complete the exercise of stock options, if the Company has capital reserve conversion into share capital, distribution of stock dividends, share splits or reverse stock splits, stock allotment and other matters, the number of stock options will be adjusted accordingly.

4. The Incentive Plan grants a total of 260 incentive recipients, including middle and senior officers, core technical (business) backbone staff, as well as other employees whom the Company considers deserving of incentive and who have a direct impact on the Company's operating performance and future development, all of whom are employed by the Company (including its controlled subsidiaries) at the time of the announcement of the draft Incentive Plan.

   The above incentive recipients exclude the Company's independent directors, shareholders or actual controllers individually or jointly holding more than 5% of the Company's shares, and their spouses, parents and children. All incentive recipients must have an employment or labor relationship with the Company or its controlled subsidiaries at the time of stock option grant and during the assessment period specified in the Incentive Plan.

5. The exercise price of the stock options granted to the incentive recipients under the Incentive Plan is RMB14.03 per share.

   During the period from the date of announcement of the draft Incentive Plan to the date when the incentive recipients complete the exercise of stock options, if the Company has capital reserve conversion into share capital, distribution of stock dividends, share splits or reverse stock splits, share allotment, dividend payment and other matters, the exercise price of stock options will be adjusted accordingly according to the Incentive Plan.

6. The Incentive Plan is valid from the grant date of stock options to the date when all stock options granted to the incentive recipients are either exercised or cancelled, with a maximum duration not exceeding 36 months.

7. The Company does not fall under the circumstances specified in Article 7 of the Administrative Measures for Equity Incentives of Listed Companies.

8. None of the incentive recipients participating in the Incentive Plan fall under the circumstances that prohibit them from becoming incentive recipients as specified in Article 8 of the Administrative Measures for Equity Incentives of Listed Companies.

9. The Company undertakes that it will not provide loans, guarantees for loans, or any other any other form of financial assistance to incentive recipients for the purpose of obtaining relevant rights and interests under the Incentive Plan.

10. The incentive recipients undertake that if the Company becomes ineligible to grant or exercise rights and interests due to false records, misleading statements, or material omissions in its information disclosure documents, they will return all benefits obtained from the equity incentive plan to the Company after such documents are confirmed to contain false records, misleading statements, or material omissions.

11. The Incentive Plan can only be implemented after being approved by the Shareholders' Meeting of the Company.

12. Within 60 days from the date when the Incentive Plan is approved by the Shareholders' Meeting, the Company will hold a Board meeting to grant rights and interests to the incentive recipients in accordance with relevant regulations, and complete relevant procedures such as registration and announcement. If the Company fails to complete the above tasks within 60 days, it shall promptly disclose the reasons for the failure and announce the termination of the Incentive Plan. Periods during which listed companies are prohibited from granting rights and interests under the Administrative Measures for Equity Incentives of Listed Companies and other relevant laws and regulations shall not be counted within the aforementioned 60-day period.

13. The implementation of the Incentive Plan will not cause the Company's equity distribution to fail to meet the listing conditions.

Statement 2

Notes 3

Chapter I Interpretations 7

Chapter II Purpose and Principles of the Incentive Plan 9

Chapter III Governing Body of the Incentive Plan 10

Chapter IV Basis and Scope for Determining Incentive Recipients 12

Chapter V Stock Option Incentive Methods, Sources, Quantity, and Distribution 15

Chapter VI Validity Period, Grant Date, and Other Terms 17

Chapter VII Exercise Price and Its Determination Method 20

Chapter VIII Grant and Exercise of Stock Options 21

Chapter IX Implementation Procedures for the Stock Option Incentive Plan 26

Chapter X Adjustment Methods and Procedures of the Incentive Plan 31

Chapter XI Accounting for Stock Options 34

Chapter XII Rights and Obligations of the Company/Incentive Recipients 36

Chapter XIII Handling of Changes Concerning the Company/Incentive Recipients 39

Chapter XIV Supplementary Provisions 43

Notes: 1. Unless otherwise specified, the financial data and financial indicators cited in this draft Incentive Plan refer to those based on the consolidated financial statements and the financial indicators calculated therefrom.

2. Any minor discrepancies between the sum totals and the addition of individual figures in this draft Incentive Plan are due to rounding adjustments.

To further establish and improve the Company's long-term incentive mechanism, attract and retain outstanding talents, fully mobilize the enthusiasm of the Company's core team, effectively align the interests of shareholders, the Company, and employees, and ensure all parties focus on the Company's long-term development, the Incentive Plan is formulated in accordance with the principles of matching rewards with contributions and with full protection of shareholders' interests, pursuant to the Company Law, the Securities Law, the Administrative Measures and other relevant laws, administrative regulations, normative documents and the Articles of Association.

1. The Shareholders' Meeting, as the highest authority of the Company, shall be responsible for considering and approving the implementation, change and termination of the Incentive Plan. The Shareholders' Meeting may, within the scope of its authority, authorize the Board to handle certain matters relating to the Incentive Plan.

2. The Board is the executive governing body of the Incentive Plan and is responsible for the implementation of the Incentive Plan. The Remuneration and Assessment Committee under the Board is responsible for formulating and revising the Incentive Plan and submitting it to the Company's Board for deliberation. After the Board reviews and approves the Incentive Plan, it shall be submitted to the Company's Shareholders' Meeting for approval. The Board shall handle matters related to the Incentive Plan within the scope authorized by the Shareholders' Meeting.

3. The Board's Remuneration and Assessment Committee is the supervisory body of the Incentive Plan, and shall express opinions on whether the Incentive Plan is conducive to the sustainable development of the Company and whether there are any circumstances that significantly harm the interests of the Company and all its shareholders. The Board's Remuneration and Assessment Committee shall review the list of incentive recipients under the Incentive Plan, and supervise whether the implementation of the Incentive Plan complies with relevant laws, administrative regulations, normative documents and business rules of the Stock Exchange.

4. If the Company makes any amendments to the Incentive Plan before it is reviewed and approved by the Shareholders' Meeting, the Board's Remuneration and Assessment Committee shall provide an opinion on whether the amended plan is conducive to the sustainable development of the Company and whether there are any circumstances that significantly harm the interests of the Company and all its shareholders.

5. Before the Company grants the rights and interests to the incentive recipients, the Board's Remuneration and Assessment Committee shall issue clear opinions on the conditions for the incentive recipients to be granted the rights and interests set out in the Incentive Plan. If there is any discrepancy between the rights and interests granted by the Company to the incentive recipients and the arrangements specified in the Plan, the

   Board's Remuneration and Assessment Committee (in cases where there are changes to the incentive recipients) shall simultaneously issue a clear opinion on the matter.

6. Before the incentive recipients exercise their rights and interests, the Board's Remuneration and Assessment Committee shall issue clear opinions on whether the conditions for the incentive recipients to exercise their rights and interests set in the Incentive Plan have been met.

1. Basis for determining incentive recipients

   (I) Legal basis for determining incentive recipients

   The incentive recipients under the Incentive Plan are determined in accordance with the Company Law, the Securities Law, the Administrative Measures and other relevant laws, regulations, normative documents and the Articles of Association, and in combination with the actual situation of the Company.

   (II) Post basis for determining incentive recipients

   The incentive recipients involved in the Incentive Plan are the middle and senior officers, core technical (business) backbone staff, as well as other employees whom the Company considers deserving of incentive and who have a direct impact on the Company's operating performance and future development, all of whom are employed by the Company (including its controlled subsidiaries) at the time of the announcement of the draft Incentive Plan.

2. Scope of incentive recipients

   The Incentive Plan grants a total of 260 incentive recipients, including middle and senior officers, core technical (business) backbone staff, as well as other employees whom the Company considers deserving of incentive and who have a direct impact on the Company's operating performance and future development, all of whom are employed by the Company (including its controlled subsidiaries) at the time of the announcement of the draft Incentive Plan.

   The above incentive recipients exclude the Company's independent directors, shareholders or actual controllers individually or jointly holding more than 5% of the Company's shares, and their spouses, parents and children. All incentive recipients must have an employment or labor relationship with the Company or its controlled subsidiaries at the time of stock option grant and during the assessment period specified in the Incentive Plan.

   The above incentive recipients include a number of foreign employees. The Company has included them in the Incentive Plan because: the Company is committed to the international development strategy, and the foreign employees included as incentive recipients play important roles to varying degrees in the Company's daily management, technology, business and operation. Equity incentive is a commonly used incentive means for overseas companies. Foreign employees are familiar with the remuneration model that combines cash remuneration with equity incentives. The implementation of equity incentive will help stabilize existing foreign talents and attract new outstanding talents. The Incentive Plan will further promote the construction and stability of the Company's talent team, thus contributing to its longterm development.

3. Circumstances under which an individual cannot become an incentive recipient under the Incentive Plan

   1. being recognized as an unsuitable candidate by the Stock Exchange in the most recent 12 months;

   2. being recognized as an unsuitable candidate by the CSRC or its local offices in the most recent 12 months;

   3. being subject to administrative penalties or market entry bans by the CSRC or its local offices due to significant violations of laws or regulations in the most recent 12 months;

   4. circumstances under which a person may not serve as a director or senior officer of a company, as provided for in the Company Law;

   5. cases in which participation in equity incentives of listed companies is prohibited by laws and regulations; or

   6. other circumstances recognized by the CSRC.

   If any of the above circumstances occurs to the incentive recipient during the implementation of the Incentive Plan, the Company will terminate his/her right to participate in the Incentive Plan, and stock options that have been exercised will remain unaffected, while stock options that have been granted but not yet exercised shall not be exercisable and shall be cancelled by the Company.

4. Verification of incentive recipients

   1. After the Incentive Plan is reviewed and approved by the Board and before the Shareholders' Meeting, the Company will internally publicize the names and positions of the incentive recipients for a publicity period of no less than 10 days.

   2. The Board's Remuneration and Assessment Committee will review the list of incentive recipients, fully consider the feedback received during the publicity period, and disclose the review opinion of the Board's Remuneration and Assessment Committee on the list of incentive recipients and an explanation of the publicity status no later than 5 days prior to the Shareholders' Meeting deliberation on the Incentive Plan. The list of incentive recipients adjusted by the Board of the Company shall also be verified by the Board's Remuneration and Assessment Committee.

1. Incentive methods and stock source of the Incentive Plan

   The incentive instruments adopted under the Incentive Plan are stock options, with the source of shares being A-share common stocks issued through private placement to the incentive recipients and/or A-share common stocks repurchased from the secondary market.

2. Number of stock options granted

   The number of stock options to be granted under the Incentive Plan is 20 million, accounting for 0.8805% of the Company's total share capital of 2,271,496,706 shares at the time of announcement of the draft Incentive Plan. This grant is a one-time grant without reserved interests.

   As of the announcement date of the draft Incentive Plan, the total number of underlying shares involved in the equity incentive plan during the whole validity period of the Company does not exceed 10.00% of the total share capital of the Company when the Incentive Plan is submitted to the Shareholders' Meeting. The number of shares of the Company granted to any incentive recipient in the Incentive Plan through the equity incentive plan within the whole validity period does not exceed 1.00% of the total share capital of the Company.

3. Allocation of stock options granted to incentive recipients

The allocation of stock options granted under the Incentive Plan among the incentive recipients is shown in the table below:

Notes: 1. Incentive recipients do not include shareholders or actual controllers who individually or jointly hold more than 5% of the Company's shares, nor their parents, spouses, or children.

1. The Company's shares granted to any of the above incentive recipients under the Plan do not exceed 1.00% of the Company's total share capital. The total number of underlying shares involved in the Plan in full force of the Company shall not exceed 10.00% of the total share capital of the Company at the time of submission to the Shareholders' Meeting.

2. Any minor discrepancies between the sum of individual items and the corresponding totals in the Incentive Plan are due to rounding. The same applies below.

1. Validity period

   The Incentive Plan is valid from the grant date of stock options to the date when all stock options are either exercised or cancelled, with a maximum duration not exceeding 36 months.

2. Grant date

   The grant date of the Incentive Plan shall be determined by the Board after the Incentive Plan is submitted to and approved by the Company's Shareholders' Meeting, and the grant date must be the trading day. The Board shall grant stock options and complete registration, announcement and other relevant procedures within 60 days after the approval of the Shareholders' Meeting. If the above tasks are not completed within 60 days, the Incentive Plan will be terminated, and the ungranted stock options will become invalid. Periods during which listed companies are prohibited from granting equity incentives under the Administrative Measures shall not be counted within the 60-day period.

3. Vesting period

   The vesting period of the Incentive Plan refers to the period from the date of stock option grant to the vesting date of the stock options, which are 12 months and 24 months from the date of grant, respectively. The time interval between the grant date and the first vesting date shall not be less than 12 months.

   The stock options granted to the incentive recipients during the vesting period shall not be transferred, used for guarantee, or used to repay debts before being exercised.

4. Vesting date

   After the Incentive Plan is approved by the Shareholders' Meeting, the granted stock options may be exercised 12 months after the completion of the grant registration. The vesting date must be a trading day, but exercise shall not occur during the following periods:

   1. Within 15 days before the announcement of the annual report and semi-annual report of the Company, if the announcement date of the annual report and semi-annual report is

      postponed due to special reasons, it shall be counted from 15 days prior to the original appointment announcement date to 1 day before the announcement;

   2. Within 5 days prior to the announcement of the Company's quarterly report, earnings forecast, or earnings preliminary announcement;

   3. From the date of occurrence of a major event that may have a significant impact on the trading price of the Company's shares and their derivatives or the date of entering the decision-making procedure to the date of disclosure in accordance with the law;

   4. Other periods stipulated by the CSRC and the Shanghai Stock Exchange.

5. Exercise schedule

   The exercise periods and corresponding exercise schedule for the stock options granted under the Incentive Plan are as follows:

   Exercise period	Schedule	Proportion
   First exercise period	From the first trading day falling 12 months after the date of the share option grant to the last trading day falling 24 months after the date of the stock option grant	50%
   Second exercise period	From the first trading day falling 24 months after the date of the share option grant to the last trading day falling 36 months after the date of the stock option grant	50%

6. Lock-up period

The sale restrictions under the Incentive Plan shall be implemented in accordance with the Company Law, the Securities Law, the Interim Measures for the Administration of Shareholding Reduction by Shareholders of Listed Companies, the Rules for the Administration of Shares Held by Directors and Senior Officers of Listed Companies and Their Changes and other relevant laws, regulations, normative documents and the Articles of Association. The specific provisions are as follows:

1. If the incentive recipients are directors and senior officers of the Company, the shares transferred each year during their tenure determined at the time of assuming office shall not exceed 25% of the total shares of the Company held by them; Within half a year after resignation, they shall not transfer the Company's shares held by them.

2. If the incentive recipients are the directors and senior officers of the Company, any profits obtained from selling the Company's shares they hold within 6 months after purchase, or from repurchasing the Company's shares within 6 months after sale, shall belong to the Company. The Company's Board shall reclaim such profits.

3. During the validity period of the Incentive Plan, if any changes occur in the relevant provisions regarding the transfer of shares held by directors and senior officers of the Company under the Company Law, the Securities Law, the Interim Measures for the Administration of Shareholding Reduction by Shareholders of Listed Companies, the Rules for the Administration of Shares Held by Directors and Senior Officers of Listed Companies and Their Changes and other relevant laws, regulations, normative documents and the Articles of Association, then such incentive recipients must comply with the revised relevant provisions when transferring the Company's shares they hold.

1. Exercise price of the granted stock options

   The exercise price of the stock options granted under the Incentive Plan is RMB 14.03 per share, that is, after meeting the exercise conditions, each stock option granted to the incentive recipients entitles them to purchase one share of the Company at RMB

   14.03 per share during the exercise period.

2. Method for determining the exercise price of granted stock options

The exercise price of the stock options granted under the Incentive Plan shall not be lower than the par value of the shares, and shall not be lower than the higher of the following prices:

(I) the average trading price of the Company's shares on the 1 trading day preceding the announcement date of the draft Incentive Plan, which is RMB 14.03 per share;

(II) the average trading price of the Company's shares over the 20 trading days preceding the announcement date of the draft Incentive Plan, which is RMB 12.97 per share.