Special Explanation on Asset Acquisition Progress

Ming Yang Smart Energy Group Ltd

22 July 2026

 

MING YANG SMART ENERGY GROUP LIMITED

(GDR under the symbol: "MYSE")

(a joint stock company established under the laws of the People's Republic of China with limited liability)

Ming Yang Smart Energy Group Limited

Special Explanation on the Progress of the Issuance of Shares and Cash Payment for Asset Acquisition, Raising of Supporting Funds and Related-Party Transactions and the Failure to Issue a Notice Convening a Shareholders' Meeting Within the Prescribed Time Limit

Important:

l Ming Yang Smart Energy Group Limited (hereinafter referred to as the "Company") has provided a detailed description of the risk factors involved in the Transaction and the approval procedures that remain to be completed in the Proposal of Ming Yang Smart Energy Group Limited on Issuance of Shares and Cash Payment for Asset Acquisition, Raising of Supporting Funds and Related-Party Transactions and its summary disclosed on January 23, 2026. Investors are kindly reminded to pay attention to investment risks.

l Since the audit, valuation and legal due diligence work related to the Transaction has not yet been completed and the transaction details still need to be further communicated and discussed, the Company expects that it will be unable to issue a notice convening a shareholders' meeting within 6 months from the date of the announcement of the board resolution that first deliberated on the Transaction.

l The Company will continue to advance the Transaction and will, in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange, timely perform the subsequent approval and information disclosure procedures for the Transaction.

I. Basic Information of the Transaction

The Company is planning to acquire 100% equity of Uniwatt Technology Co., Ltd. by issuing shares and paying cash, and through raising of supporting funds and related-party transactions (hereinafter referred to as the "Transaction"). According to the Administrative Measures for the Major Asset Restructuring of Listed Companies and other relevant regulations, the Transaction constitutes a related-party transaction but is not expected to constitute a major asset restructuring.

II. Historical disclosure of the Transaction

In accordance with the relevant regulations of the Shanghai Stock Exchange, the trading of the Company's stock (stock abbreviation: MYSE, stock code: 601615) has been suspended from the opening of the market on January 13, 2026 (Tuesday). The suspension lasts for no more than 10 trading days. For details, please refer to the Announcement on Trading Suspension in Respect of the Proposed Issuance of Shares and Cash Payment for Asset Acquisition, Raising of Supporting Funds and Related-Party Transactions (Announcement No.: 2026-004) disclosed by the Company on its designated information disclosure media on January 13, 2026.

On January 22, 2026, the Company held the 30th meeting of the third Board, at which the Proposal on the <Proposal of Ming Yang Smart Energy Group Limited on Issuance of Shares and Cash Payment for Asset Acquisition, Raising of Supporting Funds and Related-Party Transactions> and Its Summary and other proposals related to the Transaction were reviewed and approved. For details, please refer to the Proposal of Ming Yang Smart Energy Group Limited on Issuance of Shares and Cash Payment for Asset Acquisition, Raising of Supporting Funds and Related-Party Transactions and other relevant announcements disclosed by the Company on the designated information disclosure media on January 23, 2026.

Upon application to the Shanghai Stock Exchange, the trading of the Company's stock (stock abbreviation: MYSE, stock code: 601615) was resumed from the market opening on Friday, January 23, 2026. For details, please refer to the Announcement on General Risk Warning Regarding the Disclosure of the Restructuring Proposal and the Resumption of Trading of the Company's Stock (Announcement No.: 2026-009) disclosed by the Company on the designated information disclosure media on January 23, 2026.

On January 23, 2026, the Company received the Inquiry Letter on the Information Disclosure of the Proposal of Ming Yang Smart Energy Group Limited on Issuance of Shares and Cash Payment for Asset Acquisition (SZGH [2026] No. 0129) (hereinafter referred to as the "Inquiry Letter") from the Listed Company Management Department I of the Shanghai Stock Exchange. In accordance with the Inquiry Letter, the Company has organized relevant parties to conduct careful verification, analysis, and research on the related matters, and has implemented and responded to them item by item. Meanwhile, the Company has revised, supplemented, and disclosed the Proposal of Ming Yang Smart Energy Group Limited on Issuance of Shares and Cash Payment for Asset Acquisition, Raising of Supporting Funds and Related-Party Transactions and its summary in accordance with the requirements of the Inquiry Letter and the relevant replies, which are marked in bold italic. For details, please refer to the Announcement on the Reply to the <Inquiry Letter on the Information Disclosure of the Proposal of Ming Yang Smart Energy Group Limited on Issuance of Shares and Cash Payment for Asset Acquisition> from the Shanghai Stock Exchange (Announcement No.: 2026-016) and the Proposal of Ming Yang Smart Energy Group Limited on Issuance of Shares and Cash Payment for Asset Acquisition, Raising of Supporting Funds and Related-Party Transactions (Revised Draft) and other relevant announcement documents disclosed by the Company on the designated information disclosure media on February 6, 2026.

Since the disclosure of the plan for the Transaction, the Company disclosed the Announcement of Ming Yang Smart Energy Group Limited on Progress of Matter in Respect of the Issuance of Shares and Cash Payment for Asset Acquisition, Raising of Supporting Funds and Related-Party Transactions (Announcement No.: 2026-022, 2026-024, 2026-030, 2026-045, 2026-047) on its designated information disclosure media respectively on February 24, 2026, March 23, 2026, April 23, 2026, May 23, 2026, and June 23, 2026.

III. Progress of the Transaction

As of the date of disclosure of this Announcement, the audit, valuation and legal due diligence work related to the Transaction had not yet been completed and the transaction details still need to be further communicated and discussed. The Company expects that it will be unable to issue a notice convening a shareholders' meeting within 6 months from the date of the announcement of the board resolution that first deliberated on the Transaction. After the relevant matters are completed, the Company will reconvene a board meeting to deliberate on matters related to the Transaction and will strictly perform the relevant approval procedures and information disclosure obligations in accordance with the provisions and requirements of applicable laws and regulations.

IV. Special explanation regarding failure to issue a notice convening a shareholders' meeting within the prescribed time limit

In accordance with the Self-Regulatory Guidelines No. 6 of the Shanghai Stock Exchange for Listed Company - Major Asset Restructuring, "If the Board does not issue a notice convening a shareholders' meeting within 6 months after the announcement of the first board resolution on issuance of shares for asset acquisition, the listed company shall disclose a special explanation on the failure to issue a notice convening a shareholders' meeting within 6 months. The special explanation shall set out the reasons and clearly state whether the transaction will continue to be advanced or be terminated. If the transaction will continue to be advanced, a board meeting shall be reconvened to deliberate on the issuance of shares for asset acquisition, and the announcement date of such board resolution shall be used as the pricing reference date for the issuance of shares."

Since the disclosure of the preliminary plan for the Transaction, the Company and the relevant parties have been proactively advancing the due diligence, audit, valuation and other work related to the Transaction. As of the date of this announcement, since the audit, valuation and legal due diligence work related to the Transaction has not yet been completed and the transaction details still need to be further communicated and discussed, the Company expects that it will be unable to issue a notice convening a shareholders' meeting within the prescribed period.

V. Subsequent arrangements for the Transaction

The Company will continue to advance the Transaction and timely perform the subsequent approval and information disclosure procedures for the Transaction based on the progress of the Transaction, and in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange.

VI. Risks

The Parties to the Transaction have not yet signed a formal transaction agreement and the formal implementation of the Transaction is still subject to multiple approval procedures, including but not limited to reconvening a board meeting and a shareholders' meeting for deliberation of the Transaction, and obtaining approval, review clearance or registration consent from the competent regulatory authorities.

There is still uncertainty as to whether the Transaction can be finally implemented. All relevant information shall be subject to the announcements published by the Company on the designated information disclosure media. Investors are kindly reminded to make rational investments and be aware of investment risks.

Ming Yang Smart Energy Group Limited

July 22, 2026

 

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