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Proposal of Ming Yang Smart Energy Group Limited on Issuance of Shares and Cash Payment for Asset Acquisition, Raising of Supporting Funds and RelatedParty Transactions

Transaction type	Counterparty
	Guangdong Mingyang Ruide Venture Capital Co., Ltd. Zhongshan Yuezhi Enterprise Management Partnership (Limited Partnership)
	Qiyuci (Shanghai) Enterprise Management Center (Limited Partnership)
	Tianjin Zhongqing Henghui Equity Investment Partnership (Limited Partnership)
Issuance of shares and cash payment for asset acquisition	Anhui Huiyuan Small and Medium-sized EnterpriseDevelopment and Fund Partnership (Limited Partnership)
	Tianjin Zhongqing Henghui Phase II Equity Investment Partnership (Limited Partnership)
	Zhongshan Guoyuan Venture Capital Fund Partnership (Limited Partnership)
	Zhongshan Torch Industries Group Co., Ltd.
	Zhongshan Torch Huaying No. 1 Venture Capital FundPartnership (Limited Partnership)
Raising of supporting funds No more than 35 specific investors who meet the con- of the CSRC

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Statement of the Listed Company

The Company and all its directors and senior officers warrant that the content of the Proposal Summary is true, accurate, and complete, and that there are no false records, misleading statements, or material omissions, and they shall bear corresponding legal liabilities for its truthfulness, accuracy, and completeness.

Directors and senior officers of the Company undertake that if the information disclosed or provided for the Transaction is suspected of containing false records, misleading statements, or material omissions, leading to an investigation by judicial authorities or an inquiry by the CSRC, prior to the conclusion of such investigation, I will not transfer any shares in the Listed Company in which I hold an interest (if any), and within two trading days upon receiving the investigation notice, I will submit a written application for the suspension of transfer along with details of the relevant stock account to the Board of the listed company; the Board will then apply on my behalf to the Stock Exchange and the securities registration and settlement institution for the locking of the said shares; if the application for share locking is not submitted within two trading days, I hereby authorize the Board, upon verification, to directly submit my identity information and account details to the Stock Exchange and the securities registration and settlement institution to apply for the locking of the relevant shares on my behalf; if the Board fails to submit my identity information and account details to the Stock Exchange and the securities registration and settlement institution, I hereby authorize the Stock Exchange and the securities registration and settlement institution to directly lock the relevant shares. If the investigation conclusion reveals any violations of laws and regulations, I undertake that the locked shares will be voluntarily used for relevant investor compensation arrangements.

As of the signing date of the Proposal Summary, the audit and valuation work related to the Transaction has not yet been completed, and the data related to the Target Company involved in the Proposal and the Proposal Summary has not yet been audited by an accounting firm. All directors and senior officers of the Company warrant the truthfulness and reasonableness of the relevant data cited in the Proposal and the Proposal Summary. The audited financial data and valuation results of the relevant assets will be disclosed in the restructuring report for the Transaction.

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The matters described in the Proposal Summary do not represent any substantive judgment or guarantee by the CSRC or the SSE on the investment value of the securities or the returns for investors, nor do they indicate that the CSRC and the SSE guarantee the truthfulness, accuracy, or completeness of the Restructuring Proposal. The effectiveness and completion of the matters related to the Transaction described in the Proposal and the Proposal Summary are still subject to further deliberation and approval by the Company's Board, approval from the Shareholders' Meeting, review and approval by the SSE, and registration with the CSRC.

When evaluating the Restructuring, in addition to the other content of the Proposal Summary and the relevant documents disclosed concurrently with the Proposal Summary, investors should also give special and careful consideration to the various risk factors disclosed in the Proposal Summary.

Upon completion of the Transaction, the Company will be solely responsible for any changes in its operations and earnings; investment risks arising from the Transaction will be borne solely by investors. If investors have any questions about the Proposal Summary, they should consult their own stock brokers, lawyers, professional accountants, or other professional advisors.

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Statement of the Counterparty

The counterparty to the Transaction has issued a letter of commitment, undertaking that:

1. All materials and information related to the Transaction provided by the counterparty to the Listed Company (and the intermediary it engages, the same below) are true, accurate, and complete original written materials or copies and information, and all copies or reproductions are consistent with their original materials or counterparts; all signatures and seals on all documents are authentic and have been validly authorized; there are no false records, misleading statements, or material omissions; the counterparty assumes legal liability for the authenticity, accuracy, and completeness of the information provided; if any losses are caused to the Listed Company or investors due to false records, misleading statements, or material omissions in the information provided, the counterparty will bear joint and several legal liability in accordance with the law.
1. The counterparty warrants that all explanations, statements, and commitments issued for the Transaction are true, accurate, and complete, with no false records, misleading statements, or material omissions, and it bears joint and several legal liability for any such false records, misleading statements, or material omissions.
1. During its participation in the Transaction, the counterparty will promptly provide the Listed Company with the information related to the Transaction and ensure that the information provided is true, accurate, and complete, without any false records, misleading statements, or material omissions; if any losses are caused to the Listed Company or investors due to false records, misleading statements, or material omissions in the information provided, the counterparty will be liable for compensation in accordance with the law.
1. If the information disclosed or provided for the Transaction is suspected of containing false records, misleading statements, or material omissions, leading to an investigation by judicial authorities or an inquiry by the CSRC, prior to the conclusion of such investigation, the counterparty will not transfer any shares in the listed company in which it holds an interest, and within two trading days upon receiving the investigation notice, the counterparty will submit a written application for the

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suspension of transfer along with details of the relevant stock account to the Board of the Listed Company; the Board will then apply on its behalf to the Stock Exchange and the securities registration and settlement institution for the locking of the said shares; if the application for share locking is not submitted within two trading days, the counterparty hereby authorizes the Board, upon verification, to directly submit its identity information and account details to the Stock Exchange and the securities registration and settlement institution to apply for the locking of the relevant shares on its behalf; if the Board fails to submit the counterparty's identity information and account details to the Stock Exchange and the securities registration and settlement institution, the counterparty hereby authorizes the Stock Exchange and the securities registration and settlement institution to directly lock the relevant shares. If the investigation conclusion reveals any violations of laws and regulations, the counterparty undertakes that the locked shares will be voluntarily used for relevant investor compensation arrangements.

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Statement of the Listed Company 1
Statement of the Counterparty 3
Contents 5
Definitions 6
Material Matters 9
I. Brief introduction to the Transaction Plan 9
II. Brief introduction to the raising of supporting funds 13
III. Impact of the Transaction on the Listed Company 15
IV. Decision-making and approval procedures already completed and yet tobe completed for the Transaction 16
V. Share reduction plans of the Listed Company's controlling shareholder andits persons acting in concert, directors, and senior officers from the disclosuredate of the Restructuring Proposal to its completion 17
VI. Arrangements for the protection of the rights and interests of minorityinvestors in the Transaction 17
VII. Disclosures to be made 19
Material risks 20
I. Risks related to the Transaction 20
II. Risks Related to the Target Assets 22
Section I Overview of the Transaction 24
I. Background 24
II. Purpose 24
III. Specific plan 25
IV. Nature 26
V. Valuation and pricing of the Target Assets 27
VI. Specific plan for issuance of shares and cash payment for asset acquisition27
VII. Specific plan for raising of supporting funds 29
VIII. Impact of the Transaction on the Listed Company 31
IX. Decision-making and approval procedures already completed and yet tobe completed for the Transaction 31
X. Important commitments made by parties involved in the Transaction 31

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Definitions

In the Proposal Summary, unless otherwise specified, the following abbreviations shall have the following meanings:

Term		Definition
Company, Listed Company,the Company, or MYSE	Refersto	Ming Yang Smart Energy Group Limited
Mingyang Wind Power	Refersto	Guangdong Mingyang Wind Power Industry GroupCo., Ltd., the predecessor of the Company before itsrestructuring into a joint-stock company
China Ming Yang	Refersto	China Ming Yang Wind Power Group Limited,formerly known as China Wind Power EquipmentGroup Limited
Actual Controller(s)	Refersto	Zhang Chuanwei, Wu Ling, and Zhang Rui
Energy Investment Group	Refersto	Mingyang New Energy Investment Holding GroupCo., Ltd., the controlling shareholder of the Company
Zhongshan Ruixin	Refersto	Zhongshan Ruixin Enterprise ManagementConsulting Partnership (Limited Partnership), arelated shareholder of the Company
Hainan Boyun	Refersto	Hainan Boyun Tiancheng Venture CapitalPartnership (Limited Partnership), formerly NingboBoyun Tiancheng Venture Capital Partnership(Limited Partnership), Xiamen Bohui YunchengInvestment Partnership (Limited Partnership),Gongqingcheng Boyun Investment Partnership(Limited Partnership), and Zhongshan BochuangEnterprise Management Consulting Partnership(Limited Partnership), a related shareholder of theCompany
Keycorp	Refersto	Keycorp Limited, a related shareholder of theCompany
First Base	Refersto	First Base Investments Limited, a related shareholderof the Company
Wiser Tyson	Refersto	Wiser Tyson Investment Corp Limited, a relatedshareholder of the Company
Beihai Ruiyue	Refersto	Beihai Ruiyue Venture Capital Co., Ltd., a relatedshareholder of the Company
Counterparty(ies) to theissuance of shares and cashpayment for assetacquisition, orCounterparty(ies)	Refersto	Guangdong Mingyang Ruide Venture Capital Co.,Ltd., Zhongshan Yuezhi Enterprise ManagementPartnership (Limited Partnership), Qiyuci (Shanghai)Enterprise Management Center (Limited Partnership),TianjinZhongqingHenghuiEquityInvestmentPartnership (Limited Partnership), Tianjin ZhongqingHenghui Phase II Equity Investment Partnership(Limited Partnership), Zhongshan Torch Industries

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Term		Definition
		Group Co., Ltd., Zhongshan Torch Huaying No. 1VentureCapitalFundPartnership(LimitedPartnership), Zhongshan Guoyuan Venture CapitalFund Partnership (Limited Partnership), and AnhuiHuiyuanSmallandMedium-sizedEnterpriseDevelopmentandFundPartnership(LimitedPartnership)
Ruide Venture Capital	Refersto	Guangdong Mingyang Ruide Venture Capital Co.,Ltd.
Zhongshan Yuezhi	Refersto	ZhongshanYuezhiEnterpriseManagementPartnership (Limited Partnership)
Qiyuci	Refersto	Qiyuci (Shanghai) Enterprise Management Center(Limited Partnership)
Zhongqing Henghui	Refersto	TianjinZhongqingHenghuiEquityInvestmentPartnership (Limited Partnership)
Anhui Huiyuan	Refersto	Anhui Huiyuan Small and Medium-sized EnterpriseDevelopmentandFundPartnership(LimitedPartnership)
Zhongqing Henghui PhaseII	Refersto	TianjinZhongqingHenghuiPhaseIIEquityInvestment Partnership (Limited Partnership)
Zhongshan GuoyuanVenture Capital	Refersto	ZhongshanGuoyuanVentureCapitalFundPartnership (Limited Partnership)
Torch Industries	Refersto	Zhongshan Torch Industries Group Co., Ltd.
Torch Huaying No. 1	Refersto	Zhongshan Torch Huaying No. 1 Venture CapitalFund Partnership (Limited Partnership)
Uniwatt, or TargetCompany	Refersto	Uniwatt Technology Co., Ltd.
Target Assets, orTransaction Target	Refersto	100% equity of Uniwatt Technology Co., Ltd. held intotal by the Counterparties
The Transaction, or theRestructuring	Refersto	MYSE intends to acquire 100% equity of Uniwatt byissuing shares and paying cash, and to raise supportingfunds by issuing shares to no more than 35 specificinvestors who meet the conditions of the CSRC
Issuance of shares and cashpayment for assetacquisition	Refersto	MYSE intends to acquire 100% equity of Uniwatt byissuing shares and paying cash
Raising of supporting funds	Refersto	MYSE intends to raise supporting funds by issuingshares to no more than 35 specific investors who meetthe conditions of the CSRC
Subscriber(s) to the raisingof supporting funds	Refersto	No more than 35 specific investors who meet theconditions of the CSRC
Proposal, the Proposal,Restructuring Proposal	Refersto	Proposal of Ming Yang Smart Energy Group Limitedon Issuance of Shares and Cash Payment for Asset

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Term		Definition
		Acquisition,RaisingofSupportingFundsandRelated-Party Transactions
Proposal Summary, theProposal Summary	Refersto	Proposal of Ming Yang Smart Energy Group Limitedon Issuance of Shares and Cash Payment for AssetAcquisition,RaisingofSupportingFundsandRelated-Party Transactions (Summary)
Restructuring Report	Refersto	Report of Ming Yang Smart Energy Group Limited onIssuance of Shares and Cash Payment for AssetAcquisition,RaisingofSupportingFundsandRelated-Party Transactions (Draft)
Company Law	Refersto	Company Law of the People's Republic of China
Securities Law	Refersto	Securities Law of the People's Republic of China
Administrative Measuresfor Restructuring, orMeasures for Restructuring	Refersto	AdministrativeMeasuresfortheMajorAssetRestructuring of Listed Companies
Criteria No. 26	Refersto	ContentandFormatCriteriaforInformationDisclosure by Companies Offering Securities to thePublic No. 26 - Major Asset Restructuring of ListedCompanies
Administrative Measuresfor Registration of Issuance	Refersto	Administrative Measures for the Registration ofSecurities Issuance by Listed Companies
Administrative Measuresfor Information Disclosure	Refersto	AdministrativeMeasuresfortheInformationDisclosure of Listed Companies
Self-Regulatory GuidelinesNo. 6	Refersto	Shanghai Stock Exchange Self-Regulatory GuidelinesforListedCompaniesNo.6-MajorAssetRestructuring
Articles of Association	Refersto	Articles of Association of Ming Yang Smart EnergyGroup Limited
CSRC	Refersto	China Securities Regulatory Commission
SSE	Refersto	Shanghai Stock Exchange
RMB, RMB 10,000, orRMB 100 million	Refersto	RMB yuan, RMB ten thousand yuan, and RMB onehundred million yuan

Note: unless otherwise specified, all figures in the Proposal Summary are rounded to two decimal places. Any discrepancy between a total and the sum of its individual components are due to rounding.

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Material Matters

As of the signing date of the Proposal Summary, the audit and valuation work related to the Restructuring has not yet been completed. The relevant data involved in the Proposal Summary has not yet been audited by an audit firm that complies with the Securities Law. The audited financial data, valuation results, and final transaction price of the relevant assets will be disclosed in the Restructuring Report. The audited financial data of the relevant assets may differ from the information disclosed in the Proposal, and investors are hereby reminded to pay attention.

Investors are reminded to read the full text of the Proposal Summary carefully and to pay special attention to the following matters:

I. Brief introduction to the Transaction Plan

(I) Overview of the Transaction Plan

Transactiontype	Issuance of shares and cash payment for asset acquisition and raising ofsupporting funds
BriefintroductiontotheTransactionPlan	The Listed Company intends to acquire 100% equity of Uniwatt held in total bythe Counterparties by issuing shares and paying cash, and to raise supportingfunds by issuing shares to no more than 35 specific investors who meet theconditions of the CSRC
Transactionprice	As of the signing date of the Proposal Summary, the audit and valuation work ofthe Target Assets has not yet been completed. The final transaction price of theTarget Assets in the Restructuring will be determined through negotiation by theparties to the Transaction, with reference to the appraised value stated in the assetappraisal report issued by an asset appraisal institution that complies with theSecurities Law
	Name	100% equity of Uniwatt Technology Co., Ltd.
Design, R&D, production, testing, processing, sales,consulting, and technical services of semiconductorepitaxial wafers, chips, components, systems, and relatedproducts(excludingcircuitboards); R&D,Primary businessmanufacturing, sales, consulting, and technical services ofequipment related to semiconductor material preparationand chip processing; import and export of technologiesand goods
TransactionTarget	Industry	Manufacturing computer, communication and otherelectronic equipment manufacturing other electronicequipment manufacturing
		Compliancewithsectorpositioning	□Yes□No√N/A
	Other	In the same industry or withintheupstream/downstreamsupplychainoftheListedCompany	√Yes□No
		Synergistic with the primary	√Yes□No

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		business of the Listed Company
	Constitutearelated-partytransaction	√Yes□No
Natureoftransaction	Constitute a majorasset restructuringasstipulatedinArticle 12 of theMeasuresforRestructuring	□ Yes√ No (Expected)
	Constitutearestructuringlisting	□ Yes√ No
Whether there is a performancecompensation commitment for theTransaction		Given that the audit and valuation work of the TargetAssets has not yet been completed, no definitiveperformance compensation agreement has been signed forthe Transaction. After the relevant audit, valuation, andother work are completed, the Listed Company willnegotiate with the Counterparties on matters such asperformancecommitmentandcompensation,andimpairment testing in accordance with the AdministrativeMeasures for Restructuring, and separately sign a relevantagreement
Whether there is an impairmentcompensation commitment for theTransaction		Given that the audit and valuation work of the TargetAssets has not yet been completed, no definitiveperformance compensation agreement has been signed forthe Transaction. After the relevant audit, valuation, andother work are completed, the Listed Company willnegotiate with the Counterparties on matters such asperformancecommitmentandcompensation,andimpairment testing in accordance with the AdministrativeMeasures for Restructuring, and separately sign a relevantagreement
explanation	Other matters requiring special	None

(II) Valuation of the Transaction Target

As of the signing date of the Proposal Summary, the audit and valuation work of the Target Assets for the Restructuring has not yet been completed, and the appraised value and transaction price of the Target Assets have not yet been determined. The final transaction price for the Transaction will be determined through negotiation by the parties to the Transaction, with reference to the appraised value stated in the asset appraisal report issued by an asset appraisal institution that complies with the Securities Law.

Investors are specifically advised to note that the audited financial data, valuation results, and final transaction price of the relevant assets will be disclosed in the Restructuring Report.

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(III) Payment method for the Transaction

The transaction consideration for the Restructuring will be paid by issuing shares and paying cash, as detailed below:

				Payment method			Total
No.	Counterparty	Name andequity ratioof theTransactionTarget	Cashconsideration	Sharesconsideration	Convertiblebondconsideration	Other	considerationpayable totheCounterparty
1	GuangdongMingyangRuideVentureCapitalCo., Ltd.	49.03% equityof Uniwatt
2	ZhongshanYuezhiEnterpriseManagementPartnership(LimitedPartnership)	32.69% equityof Uniwatt
3	Qiyuci(Shanghai)EnterpriseManagementCenter(LimitedPartnership)	8.92% equityof Uniwatt
4	TianjinZhongqingHenghuiEquityInvestmentPartnership(Limited Partnership)	2.96% equityof Uniwatt
5	AnhuiHuiyuanSmallandMedium-sizedEnterprise DevelopmentandFundPartnership(Limited Partnership)	2.31% equityof Uniwatt	Theandhas	paymentratio of sharecashconsiderationnotyet	None	None	Thefinaltransactionprice of theTargetAssets hasnotyet
6	TianjinZhongqingHenghui Phase II EquityInvestmentPartnership(Limited Partnership)	1.63% equityof Uniwatt	beendetermined				beendetermined
7	ZhongshanGuoyuanVentureCapitalFundPartnership(LimitedPartnership)	1.35% equityof Uniwatt
8	ZhongshanTorchIndustriesGroupCo.,Ltd.	0.70% equityof Uniwatt
9	ZhongshanTorchHuaying No. 1 VentureCapital Fund Partnership(Limited Partnership)	0.41% equityof Uniwatt
	Total	100% equity

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			Payment method				Total
No.	Counterparty	Name andequity ratioof theTransactionTarget	Cashconsideration	Sharesconsideration	Convertiblebondconsideration	Other	considerationpayable totheCounterparty
		of Uniwatt

(IV) Issuance of shares for asset acquisition

Typeofshare	DomesticRMB-denominatedordinary shares (A-shares)	Parvaluepershare	RMB 1.00
Pricingreferencedate	Theannouncementdateoftheresolution of the 30th meeting of the3rd Board of the Listed Company forreviewing the Transaction	Issueprice	RMB 14.46 per share, whichis not less than 80% of theaverage trading price of theListedCompany'ssharesover the 120 trading daysprecedingthepricingreference date
Numberofshares to beissued	The number of shares to be issued in the issuance of shares for asset acquisitionis calculated as follows: Number of shares to be issued to each Counterparty =Transaction consideration payable to each Counterparty in the form of shareissuance / Issue price; Total number of shares to be issued = Sum of the numberof shares to be issued to each Counterparty. If the number of shares to be issuedto a Counterparty is not a whole number, it shall be rounded down to the nearestwhole share; the fractional share shall be gifted by the Counterparty to the ListedCompany and recorded in the capital reserve
Whether anissuepriceadjustmentplanisestablished	□ Yes√ No (If, during the period from the pricing reference date to the issuedate, the Listed Company implements any action such as a cash dividenddistribution, bonus issue, capitalization of capital reserve, rights issue, or anyother event that entails ex-rights or ex-dividend adjustments, the issue price willbe adjusted accordingly in accordance with the relevant rules of the CSRC andthe SSE)
Lock-upperiodarrangement	1. The shares of the Listed Company subscribed for by Ruide Venture Capital inthis issuance shall not be transferred within 36 months from the date the sharesare registered in its name.2. The shares of the Listed Company subscribed for by Anhui Huiyuan andZhongshan Guoyuan Venture Capital in this issuance shall not be transferredwithin 36 months from the date the shares are registered in their names.3. The shares of the Listed Company subscribed for by Zhongshan Yuezhi,Qiyuci, Zhongqing Henghui, Zhongqing Henghui Phase II, Torch Industries, andTorch Huaying No. 1 in this issuance shall not be transferred within 12 monthsfrom the date the shares are registered in their names.4. During the aforementioned lock-up period, the shares acquired through theTransaction and any additional shares resulting from bonus issues, conversioninto share capital, or other actions by the Listed Company shall all be subject to

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II. Brief introduction to the raising of supporting funds

(I) Arrangement for raising of supporting funds

Amount ofsupportingfunds to beraised	The total amount of supporting funds to be raised shall not exceed 100% of thetransaction price of the asset acquisition by issuing shares and paying cash, andthe number of shares to be issued shall not exceed 30% of the total share capitalof the Listed Company before the completion of the issuance of shares andpayment of cash for the asset acquisition. The final number of shares to be issuedshall be capped at the number approved by the SSE and registered with the CSRC.
Subscribers	No more than 35 specific investors who meet the conditions of the CSRC
Useofsupportingfunds to beraised	After deducting issuance expenses and related fees of intermediary agencies, thesupporting funds to be raised this time are intended to be used for paying thecash consideration, the project construction of the Target Company, repaying thedebts of the Target Company, and supplementing the working capital of theTarget Company, etc. The proportion used for supplementing working capitaland repaying debts shall not exceed 25% of the transaction consideration or 50%of the total supporting funds to be raised. The specific use and correspondingamount of the supporting funds to be raised will be disclosed in theRestructuring Report

Amount ofsupportingfunds to beraised

The total amount of supporting funds to be raised shall not exceed 100% of thetransaction price of the asset acquisition by issuing shares and paying cash, andthe number of shares to be issued shall not exceed 30% of the total share capitalof the Listed Company before the completion of the issuance of shares andpayment of cash for the asset acquisition. The final number of shares to be issuedshall be capped at the number approved by the SSE and registered with the CSRC.

Subscribers

No more than 35 specific investors who meet the conditions of the CSRC

Useofsupportingfunds to beraised

After deducting issuance expenses and related fees of intermediary agencies, thesupporting funds to be raised this time are intended to be used for paying thecash consideration, the project construction of the Target Company, repaying thedebts of the Target Company, and supplementing the working capital of theTarget Company, etc. The proportion used for supplementing working capitaland repaying debts shall not exceed 25% of the transaction consideration or 50%of the total supporting funds to be raised. The specific use and correspondingamount of the supporting funds to be raised will be disclosed in theRestructuring Report

(II) Specific plan for raising of supporting funds

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Typeofshare	Domestic RMBdenominatedordinary shares(A-shares)	Parvalue pershare	RMB 1.00
Pricingreferencedate	The first day oftheissuanceperiodfortheraisingofsupporting funds	Issueprice	The issuance of shares to raise supporting fundswill be conducted through an inquiry process,with the price being not less than 80% of theaverage trading price of the Company's sharesover the 20 trading days preceding the pricingreference date. The final issue price will bedetermined through negotiation between theListed Company's Board, as authorized by theShareholders' Meeting, and the lead underwriterfor the raising of supporting funds, based on thesubscription quotes from the subscribers andmarket inquiry results, in accordance withrelevantlaws,regulations,andregulatoryrequirements, after the Transaction is reviewedand approved by the SSE and registered with theCSRC.During the period from the pricing referencedate to the issue date, if the Listed Companyimplements any action such as a cash dividenddistribution,bonusissue,capitalizationofcapital reserve, rights issue, or any other eventthatentailsex-rightsorex-dividendadjustments, the issue price will be adjustedaccordingly in accordance with the relevantrules of the CSRC and the SSE
Numberofshares to beissued	The total amount of supporting funds to be raised this time shall not exceed 100%of the transaction price for the asset acquisition by issuing shares, and the numberof shares to be issued shall not exceed 30% of the total share capital of the ListedCompany before the completion of the asset acquisition by issuing shares. Thefinal number of shares to be issued shall be capped at the number of sharesapproved by the SSE and registered with the CSRC
Whether anissuepriceadjustmentplanisestablished	□ Yes√ No (If, during the period from the pricing reference date to the issuedate for the issuance of shares to raise supporting funds, the Listed Companyimplements any action such as a cash dividend distribution, bonus issue,capitalization of capital reserve, rights issue, or any other event that entails exrights or ex-dividend adjustments, the issue price will be adjusted accordingly inaccordance with the relevant rules of the CSRC and the SSE)
Lock-upperiodarrangement	The shares of the listed company subscribed for by the subscribers in the issuanceof shares to raise supporting funds shall not be transferred within 6 months fromthe date of the end of the issuance. Upon completion of the Transaction, anyadditional shares held by the subscribers due to the Company's distribution ofstock dividends, conversion into share capital, or other reasons shall also besubject to the above-mentioned lock-up arrangements. After the lock-up periodexpires, their transfer and trading shall be handled in accordance with the theneffective laws, regulations, and the rules of the SSE

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III. Impact of the Transaction on the Listed Company

(I) Impact of the Transaction on the primary business of the Listed Company

1. Expand the Listed Company's strategic development space in the energy sector

With the mission of "Innovating Clean Energy to Benefit Human Society," the Listed Company is committed to becoming a global leader in intelligent and accessible clean energy, and to building itself into a value chain management and system solution provider with an integrated layout covering "wind, solar, storage, hydrogen, and fuel cells." Currently, the Listed Company's primary business focuses on integrated new energy solutions, new energy power station development and operation, and electricity distribution and sales, with a strategic layout across multiple fields including wind power, photovoltaics, energy storage, and hydrogen-ammonia-methanol. The Target Company has been deeply involved in power supply systems for many years and has established a complete industrial chain covering compound semiconductor epitaxial wafers, high-efficiency gallium arsenide solar cell chips, and power supply systems. Upon completion of the Transaction, the Listed Company will expand its strategic development space in the energy sector, aligning with the national development direction of "new quality productive forces."

2. Strengthen industrial chain synergies and accelerate the integration of photovoltaic business

The Listed Company possesses cutting-edge photovoltaic technologies such as perovskite thin-film, heterojunction, and tandem cells, and has formed a series of core technologies and patented achievements with independent intellectual property rights. Its perovskite modules have achieved breakthroughs in both efficiency and stability, with a third-party certified efficiency of up to 22.4% for 1200mm*600mm modules. Meanwhile, the laboratory conversion efficiency of its perovskite/HJT two-terminal tandem cells has exceeded 34%, and they are now entering the large-size verification stage. The perovskite/crystalline silicon four-terminal tandem modules have also achieved a conversion efficiency of 27.6%. The Target Company is dedicated to the R&D and industrialization of high-end compound semiconductor epitaxial wafers, chips, and energy systems in the photovoltaic field. It possesses the capability to provide integrated solutions for power supply systems, and has developed full-industrychain R&D and manufacturing capabilities covering the entire spectrum from epitaxial materials to power supply systems. Upon completion of the Transaction, both parties can carry out joint R&D in areas such as energy management systems, promote application verification and commercialization in more scenarios, and enhance the Listed Company's comprehensive competitiveness in the photovoltaic field.

3. Optimize business structure and enhance anti-cyclical capabilities and long-term profitability

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will optimize the Listed Company's overall business structure, contribute new and longterm performance growth points, and create long-term, sustainable returns for all shareholders.

(II) Impact of the Transaction on the equity structure of the Listed Company

The final equity structure after the completion of the Restructuring will be determined based on the final number of shares actually issued. Before and after the Restructuring, Zhang Chuanwei, Wu Ling, and Zhang Rui will remain the Actual Controllers of the Listed Company. The Restructuring will not lead to a change in the actual control of the Listed Company.

As of the signing date of the Proposal Summary, since the audit and valuation work of the Target Assets has not yet been completed, their valuation and transaction price have not yet been determined. The Listed Company will conduct a calculation of the post-restructuring equity structure after the valuation and transaction price of the Target Assets are determined, and the specific results will be disclosed in the Restructuring Report.

(III) Impact of the Transaction on the key financial indicators of the Listed Company

Upon completion of the Restructuring, the total assets, net assets, and operating revenue of the Listed Company are expected to further increase, and its ability to continue as a going concern will be further enhanced. Given that the audit and valuation work related to this restructuring has not yet been completed, it is not yet possible to conduct an accurate quantitative analysis of the Listed Company's financial condition and profitability after the completion of the Restructuring. The Company will conduct detailed calculations and disclosures regarding the impact of the Restructuring on the Listed Company's profitability in the restructuring report upon completion of the relevant audit, valuation, and other related work.

IV. Decision-making and approval procedures already completed and yet to be completed for the Transaction

(I) Decision-making and approval procedures already completed for the Transaction

The decision-making and approval procedures already completed for the Transaction are as follows:

1. The Listed Company has convened the 30th Meeting of its Third Board, at which the Proposal for the Transaction and related proposals were reviewed and approved. The independent directors have held a special meeting for independent directors and provided their review opinions on the relevant matters;
1. The necessary internal authorizations or approvals from the counterparty have been obtained for the Transaction at the current stage.

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(II) Decision-making and approval procedures yet to be completed for the Transaction

1. After the completion of the audit and valuation work related to the Transaction, the Listed Company shall convene another Board Meeting to review and approve the formal plan for the Transaction and related proposals;
1. The formal plan for the Transaction shall be reviewed and approved by the Shareholders' Meeting of the Listed Company;
1. The formal plan for the Transaction shall be reviewed and approved by the internal decision-making bodies of the counterparty;
1. The Transaction shall be reviewed and approved by the Shanghai Stock Exchange and registered with the CSRC;
1. Other possible approvals or authorizations as required by relevant laws and regulations.

The Transaction Plan shall not be implemented until all required filing, approval, review, or registration from the relevant competent authorities has been obtained. The possibility of obtaining the aforementioned filing, approval, review, or registration, as well as the timing of any such eventual obtainment for the Transaction, remains uncertain. Investors are advised to be aware of the investment risks.

V. Share reduction plans of the Listed Company's controlling shareholder and its persons acting in concert, directors, and senior officers from the disclosure date of the Restructuring Proposal to its completion

The controlling shareholder and its persons acting in concert, as well as the directors and senior officers of the Listed Company, have all issued commitments that there will be no share reduction plans from the date of the first announcement of the Listed Company's restructuring matters related to the Transaction until the completion of the Restructuring.

VI. Arrangements for the protection of the rights and interests of minority investors in the Transaction

During the Transaction, the Listed Company will implement the following arrangements and measures to protect the legitimate rights and interests of investors, especially minority investors:

(I) Strictly fulfill the information disclosure obligations of the Listed Company

The Transaction involves a major event for the Listed Company, and the Company has earnestly fulfilled its information disclosure obligations in accordance with the requirements of relevant laws and regulations such as the Securities Law, the Administrative Measures for Restructuring, the Administrative Measures for Information Disclosure, and the Self-Regulatory Guidelines No. 6. The Company will

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continue to strictly fulfill its information disclosure obligations and, in accordance with the requirements of relevant laws and regulations, disclose in a timely, accurate, and fair manner any major events that may have a significant impact on the trading price of the Listed Company's shares and the progress of the Restructuring, to all investors.

(II) Strictly implement relevant review procedures

The Listed Company strictly follows the requirements of relevant laws and regulations such as the Company Law and the Administrative Measures for Restructuring in carrying out legal procedures for voting and disclosure regarding the Transaction. The independent directors have held a special meeting to express their opinions on matters related to the Restructuring. The Transaction constitutes a relatedparty transaction, and its implementation will strictly follow the laws and regulations as well as the Company's internal review procedures for related-party transactions.

(III) Provide an online voting platform for the Shareholders' Meeting

In accordance with relevant regulations such as the Administrative Measures for Restructuring, to facilitate shareholders attending the Shareholders' Meeting, the Listed Company will provide an online voting platform for voting on the plan for the Restructuring, allowing shareholders to vote directly online. In addition, when convening a Shareholders' Meeting regarding the Restructuring, the Listed Company will separately tally and disclose the voting results of shareholders other than the directors, senior officers, and shareholders holding individually or collectively 5% or more of the Listed Company's shares.

(IV) Ensure fair and equitable pricing for the Transaction

The Listed Company will engage audit and valuation institutions that comply with relevant laws and regulations to conduct audits and valuations of the target assets. This is to ensure that the pricing of the target assets in the Transaction is fair and equitable, that the pricing process is legal and compliant, and that it does not harm the interests of the shareholders of the Listed Company.

(V) Arrangements for filling return in case the Transaction may dilute current earnings per share

As of the signing date of the Proposal Summary, the preparation of the audit report for the Target Company and the pro forma review report for the Listed Company has not yet been completed. Therefore, it is temporarily impossible to predict the trend of change in the Company's earnings per share in the year of completion of the Transaction compared to the previous year. Relevant information will be disclosed in the Restructuring Report. The Listed Company will conduct a careful analysis of the impact of the Restructuring on the dilution of immediate returns and formulate specific measures to fill the return gap.

(VI) Share lock-up arrangements

The counterparty to the Transaction has issued commitments regarding the lockup period for the subscribed shares. For details, please refer to "Section I Overview of the Transaction" - "X. Important commitments made by parties related to the

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Transaction".

(VII) Improve the profit distribution policies and strengthen the investor return mechanism

The Company will, in accordance with the relevant laws, regulations, and normative documents such as the CSRC's Regulatory Guidelines for Listed Companies No. 3 - Cash Dividends of Listed Companies and the Notice on Further Implementing Matters Related to Cash Dividends of Listed Companies, as well as the regulations on profit distribution in the Articles of Association, continue to improve its profit distribution policies, further clarify reasonable planning for shareholder returns, strengthen the protection mechanism for the rights and interests of minority investors, and provide reasonable returns to investors.

VII. Disclosures to be made

As of the signing date of the Proposal Summary, the audit and valuation work of the Target Assets for the Transaction has not yet been completed. The final financial data and valuation results of the target assets involved in the Transaction will be determined after the accounting firms and valuation institutions that comply with the Securities Law issue formal audit reports and valuation reports. The audited financial data and valuation results of the relevant assets will be disclosed in the restructuring report.

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Material risks

When evaluating the Restructuring of the Company, investors should also pay particular attention to the following risk factors.

I. Risks related to the Transaction

(I) Risk of failure to obtain relevant approvals for the Transaction

As of the signing date of the Proposal Summary, the Transaction is still subject to multiple decisions and approvals before it can be implemented. For details, please refer to "(II) Decision-making and approval procedures yet to be completed for the Transaction" under "IV. Decision-making and approval procedures already completed and yet to be completed for the Restructuring" in the "Material Matters" section of the Proposal Summary.

Whether the relevant decision-making and approval procedures for the Transaction can be successfully completed, as well as when such approvals can ultimately be obtained, remains uncertain. Therefore, there is uncertainty as to whether the Transaction can be successfully implemented. The Company will promptly announce any updates regarding the progress of the Restructuring and advises investors to be aware of the investment risks.

(II) Risk of the Transaction being suspended, terminated, or canceled

Since the implementation of the Transaction Plan is subject to multiple prerequisite conditions, its implementation will be affected by various factors during the process. Matters that may lead to the forced suspension, termination, or cancellation of the Transaction include but are not limited to:

1. The Listed Company has established a strict insider information management system. During the negotiation and determination of the plan for the Restructuring, the Listed Company and the counterparty to the Restructuring have proactively managed insider information, adhering to the principles of narrowing the scope of persons with knowledge of insider information and reducing and avoiding the dissemination of insider information. However, there remains a risk that relevant individuals or institutions beyond the Listed Company's self-inspection scope may be suspected of insider trading, leading to abnormal stock price fluctuations or abnormal trading activities, which could result in the suspension, termination, or cancellation of the Restructuring.
1. During the advancement of the Transaction, the parties to the Transaction may need to modify and improve the transaction plan in response to changes in the market environment and requirements of regulatory authorities. If the parties to the Transaction cannot reach an agreement on the changes to the transaction plan, there is a risk that the Transaction may be terminated.
1. Considering the complexity of the procedures involved in the Transaction, the progress of approvals by regulatory authorities may have a significant impact on the timeline of the Transaction. There is a risk that the Listed Company may fail to issue a

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notice for a Shareholders' Meeting within six months after the announcement of the board resolution for the initial review of the Restructuring, which could lead to the suspension, termination, or cancellation of the Transaction.

1. A certain period is required from the signing of the agreement to the transfer of assets in the Transaction. If, in the subsequent advancement of the Transaction or during due diligence, unforeseen risk events occur in the Target Assets, or if the parties to the Transaction fail to reach a consensus due to significant reasons, there is a risk that the Transaction may be suspended, terminated, or cancelled.
1. If the Restructuring is suspended, terminated, or cancelled due to any of the above reasons or other factors, and the Listed Company plans to restart the restructuring, it may face the need to readjust the transaction plan, pricing, and other transaction terms. Investors are advised to take note of this risk.

(III) Risk that the audit and valuation work of the target assets has not yet been completed

As of the signing date of the Proposal Summary, the audit and valuation work of the Target Assets for the Transaction has not yet been completed. The audited financial data and valuation results of the relevant assets will be disclosed in the restructuring report. There may be significant differences between the audited financial data and the final valuation results of the relevant assets and the information disclosed in the Proposal. Investors are advised to pay attention to the aforementioned risks.

(IV) Risk of adjustment or change to the Transaction Plan

As of the signing date of the Proposal Summary, the audit, valuation, and other related work for the Transaction has not yet been completed. The plan disclosed in the Proposal Summary is only a preliminary plan for the Transaction, and the final plan will be disclosed in the Restructuring Report for the Transaction. There is still a risk that the Transaction Plan may be adjusted or changed.

(V) Risk of post-acquisition integration

Upon completion of the Transaction, the Target Company will become a subsidiary of the Listed Company. To achieve business synergy and management efficiency, the Listed Company will coordinate and manage the business operations, corporate governance, financial internal controls, etc. of the parties based on the actual situation. Although the Listed Company and the Target Company have a foundation for synergistic integration in terms of market, products, processes, and technologies, differences may exist in management models, corporate culture, and other areas. If the integration of business, personnel, management, etc. of the parties fails to achieve the expected results after the completion of the Transaction, there remains a risk that the parties may not be able to achieve efficient integration goals, which could affect the outcome of the Transaction. Investors are advised to pay attention to the relevant risks.

(VI) Risk of failure to implement or under-subscription of the raised supporting funds

The Listed Company plans to issue shares to no more than 35 eligible specific investors to raise supporting funds. Whether registration from the CSRC can be

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obtained for this matter remains uncertain. In addition, due to potential share price fluctuations or changes in market environment, there is a risk that the amount of supporting funds raised may be insufficient or that the fundraising may fail altogether. Investors are advised to pay attention to this risk.

(VII) Risk of dilution of the Listed Company's immediate returns

As of the signing date of the Proposal Summary, the audit and valuation work related to the Transaction has not yet been completed. At present, the Company is temporarily unable to conduct a relatively accurate quantitative analysis and prediction of the changes in the Listed Company's financial condition and profitability after the completion of the Transaction. Therefore, the Transaction may lead to the dilution of the Listed Company's immediate returns. The Company reminds investors to pay attention to the risk that the Transaction may dilute immediate returns.

II. Risks Related to the Target Assets

(I) Risks of lower-than-expected downstream market expansion and intensified competition

The products of the Target Company are mainly used in fields such as photovoltaic energy systems, satellite power systems, and special energy systems. In the process of market expansion, other potential market competitors may have more competitive costs, talents, or other resources than the Target Company, thereby reducing the competitiveness of the Target Company's products. If the Target Company fails to correctly judge and grasp the dynamics and development trends of the downstream market, and fails to carry out timely technological and business innovation, it may affect the Target Company's overall profitability in related fields.

(II) Risks of client concentration and changes in downstream industrial policies

Affected by the characteristics of the industrial chain, the Target Company's downstream clients are relatively concentrated. If major users adjust their procurement pricing policies and production procurement plans, it may have a significant impact on the Target Company's operating performance. In addition, the development of related downstream industries of the Target Company is greatly influenced by national industrial policies and industry planning. If relevant national industrial policies or development plans are adjusted, it will lead to changes in the development environment of the Target Company's downstream clients, thereby affecting the Target Company itself, which may have a significant impact on the Target Company's production and operation. Investors are hereby reminded to pay attention to the relevant risks.

(III) Risk of loss of core talent

The products and related technical systems corresponding to the Target Company's primary business cover multiple fields such as power generation, energy storage, and control. The technical level and R&D capabilities of core technical personnel determine whether the Target Company can maintain a long-term competitive advantage. If the Target Company fails to cultivate and continuously recruit relevant talent to adapt to industry development trends and technological innovation needs, or if key management

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and technical personnel of the Target Company depart, it may lead to a decline in the Target Company's production management and R&D capabilities, thereby adversely affecting its operating performance.

(IV) Management risks brought by business expansion

After the completion of the Acquisition, with future development, the business and asset scale of the Target Company will further expand, and the number of employees is also expected to increase accordingly. This will place higher demands on the Company's operation and management, internal control, and financial compliance. In the future, if the professionalism, operational capabilities, and management level of the management team fail to meet the requirements for standardized governance of the Target Company following business expansion, it will introduce certain management risks and constrain the long-term development of the Target Company.

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Section I Overview of the Transaction

I. Background

(I) National policies are continuously designed to encourage M&A and support the Listed Company in its transition and upgrade toward new quality productive forces

In recent years, the Chinese government has been intensively issuing a series of policy documents in recent years, strongly supporting the Listed Company in optimizing resource allocation, enhancing core competitiveness, and serving national strategies through M&A. The relevant policy framework sends a clear signal that the capital market is becoming a core platform for cultivating new quality productive forces and promoting industrial upgrading. The Transaction is an active response by MYSE to the national policy call, integrating high-quality technology assets within its system through market-oriented M&A, which will help improve the Listed Company's asset quality, profitability, and long-term shareholder returns.

(II) Accelerated development of downstream industries brings development opportunities for power supply systems

The Target Company's business covers the entire chain from epitaxial materials to power systems. Upon completion of the Transaction, the Listed Company will officially enter this strategic emerging sector with high barriers to entry and high growth potential. This not only aligns with the national development strategy but also opens up a second growth curve for the Company's future, expands its strategic landscape, and further broadens the application scenarios for its integrated new energy solutions.

II. Purpose

(I) Expand the Listed Company's strategic development space in the energy sector

(II) Strengthen industrial chain synergies and accelerate the integration of photovoltaic business

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(III) Optimize business structure and enhance anti-cyclical capabilities and long-term profitability

The main products of the Target Company are semiconductor epitaxial wafers, chips, and power supply systems. This field demonstrates strong counter-cyclical attributes. Upon completion of the Transaction, the Listed Company will have a new emerging business segment with high barriers to entry and high growth potential. This will optimize the Listed Company's overall business structure, contribute new and longterm performance growth points, and create long-term, sustainable returns for all shareholders.

III. Specific plan

The Transaction consists of two parts: the issuance of shares and cash payment for asset acquisition, and the raising of supporting funds. This issuance of shares and cash payment for asset acquisition is not conditional upon the successful raising of supporting funds. The final success or failure of raising supporting funds will not affect the issuance of shares and cash payment for asset acquisition.

(I) Issuance of shares and cash payment for asset acquisition

The Listed Company intends to acquire 100% equity of Uniwatt held in total by the counterparties by issuing shares and paying cash to them. Upon completion of the Transaction, Uniwatt will become a wholly-owned subsidiary of the Listed Company.

The transaction price of the Target Assets will be determined through full negotiation between the parties to the transaction, with reference to the appraised value stated in the asset valuation report issued by an asset appraisal institution that complies with the Securities Law. After the relevant audit and valuation of the Target Assets are completed, the Listed Company will sign an agreement on the issuance of shares and cash payment for asset acquisition with the counterparties to confirm the transaction price and plan, which will be disclosed in the Restructuring Report.

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The sources of funds for the cash consideration of the Transaction for the Listed Company include: supporting funds to be raised, its own funds, or self-raised funds such as bank loans. Before the supporting funds to be raised are in place, the Listed Company may make payments with its own and/or self-raised funds based on the actual situation, and then replace them after the raised funds are in place.

(II) Raising of supporting funds

In the Transaction, the Listed Company intends to issue shares to specific investors to raise supporting funds. The specific amount of supporting funds to be raised this time will be determined in the Restructuring Report. The total amount of supporting funds to be raised shall not exceed 100% of the transaction price for the asset acquisition by issuing shares, and the number of shares to be issued shall not exceed 30% of the total share capital of the Listed Company before the completion of the asset acquisition by issuing shares. The final number of shares to be issued shall be capped at the number of shares approved by the SSE and registered with the CSRC.

After deducting issuance expenses and related fees of intermediary agencies, the supporting funds to be raised this time are intended to be used for paying the cash consideration, the project construction of the Target Company, repaying the debts of the Target Company, and supplementing the working capital of the Target Company, etc. The proportion used for supplementing working capital and repaying debts shall not exceed 25% of the transaction consideration or 50% of the total supporting funds to be raised, and the specific use and corresponding amount will be disclosed in the Restructuring Report.

IV. Nature

(I) The Transaction is not expected to constitute a major asset restructuring

As of the signing date of the Proposal Summary, the audit and valuation work for the Transaction has not yet been completed, and the valuation and pricing of the Target Assets have not yet been determined. Based on a preliminary judgment of the unaudited financial data of the Target Company, the Transaction is not expected to constitute a major asset restructuring of the Listed Company. The Company will provide a detailed analysis and disclosure on the specific determination of whether the Transaction constitutes a major asset restructuring in the Restructuring Report.

The Transaction involves the issuance of shares for asset acquisition and can only be implemented after being reviewed and approved by the SSE and registered with the CSRC.

(II) The Transaction is expected to constitute a related-party transaction

In the Transaction of asset acquisition by issuing shares and paying cash, Uniwatt, the Target Company, has its controlling shareholder, Ruide Venture Capital, which is one of the counterparties, as an enterprise wholly owned by Zhang Chao, a director and Vice President of the Listed Company. Meanwhile, Zhang Chao is a close relative of the Actual Controller of the Listed Company, and Yi Lingna, a supervisor of the Target

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Company, serves as a senior officer in the Listed Company. According to the relevant provisions of the Listing Rules, the Transaction is expected to constitute a related-party transaction.

When the Listed Company convened a Board meeting to deliberate on the proposals related to the Transaction, all related directors recused themselves from voting. When the Listed Company subsequently convenes Board meetings and Shareholders' Meetings to deliberate on relevant proposals, the related directors and related shareholders will recuse themselves from voting.

(III) The Transaction is not expected to constitute a restructuring listing

Before and after the Transaction, Zhang Chuanwei, Wu Ling, and Zhang Rui will remain the Actual Controllers of the Listed Company. The Transaction will not lead to a change in the control of the Listed Company. Therefore, the Transaction does not constitute a restructuring listing.

V. Valuation and pricing of the Target Assets

As of the signing date of the Proposal Summary, the audit and valuation work of the Target Assets for the Transaction has not yet been completed, and the appraised value and transaction price of the Target Assets for the Transaction have not yet been determined. The final transaction price of the Target Assets will be determined through full negotiation between the parties to the transaction, with reference to the appraised value stated in the asset valuation report issued by an asset appraisal institution that complies with the Securities Law. After the relevant audit and valuation of the Target Assets are completed, the Listed Company will sign relevant agreements with the counterparties to confirm the final transaction price.

We draw the attention of the investors that the audited financial data, valuation results, and pricing of the Target Assets will be disclosed in the Restructuring Report.

VI. Specific plan for issuance of shares and cash payment for asset acquisition

(I) Par value, class, and listing venue of the shares to be issued

In the Transaction, the Listed Company acquires assets by issuing shares and paying cash. The class of shares to be issued is RMB-denominated ordinary A-shares, with a par value of RMB 1.00 per share, and the listing venue is the SSE.

(II) Counterparties

The counterparties to the asset acquisition by issuing shares and paying cash are Ruide Venture Capital, Zhongshan Yuezhi, Qiyuci, Zhongqing Henghui, Anhui Huiyuan, Zhongqing Henghui Phase II, Zhongshan Guoyuan Venture Capital, Torch Industries, and Torch Huaying No. 1.

(III) Pricing method and price for the issuance of shares

1. Pricing reference date

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The pricing reference date for the issuance of shares to acquire assets is the announcement date of the resolution of the 30th meeting of the third Board of the Listed Company.

2. Issue price and pricing principle

According to the relevant provisions of the Administrative Measures for Restructuring, the price of shares issued by the Listed Company shall not be less than 80% of the market reference price. The market reference price is one of the average trading prices of the Company's stock for the 20, 60, or 120 trading days preceding the pricing reference date. Average trading price of the Company's stock for a certain number of trading days preceding the pricing reference date = total trading value of the Company's stock for a certain number of trading days preceding the resolution announcement date / total trading volume of the Company's stock for a certain number of trading days preceding the resolution announcement date.

The average trading prices of the Company's stock for the 20, 60, and 120 trading days preceding the pricing reference date for the issuance of shares to acquire assets are as follows:

Average trading pricecalculation type	Average trading price(RMB/share)	80% of average tradingprice (RMB/share)
20 trading days preceding thepricing reference date	15.85	12.68
60 trading days preceding thepricing reference date	15.16	12.13
120 trading days precedingthe pricing reference date	14.46	11.57

After friendly negotiation among all parties to the transaction, the issue price for the asset acquisition by issuing shares is set at RMB 14.46 per share, which is not less than 80% of the average price of the Company's stock for the 120 trading days preceding the pricing reference date.

(IV) Number of shares to be issued

The number of shares to be issued in the issuance of shares for asset acquisition is calculated as follows: Number of shares to be issued to each Counterparty = Transaction consideration payable to each Counterparty in the form of share issuance / Issue price; Total number of shares to be issued = Sum of the number of shares to be issued to each Counterparty.

If the number of shares to be issued to a counterparty is not a whole number, it shall be rounded down to the nearest whole share; the fractional share shall be gifted by the counterparty to the Listed Company and recorded in the capital reserve.

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During the period from the pricing reference date to the issue date, if the Listed Company has any ex-right or ex-dividend events such as dividend distribution, bonus issue, capitalization of capital reserve, or rights issue, the number of shares to be issued will also be adjusted accordingly. The final number of shares to be issued for the asset acquisition by issuing shares shall be capped at the number of shares approved by the Listed Company's Shareholders' Meeting, reviewed and approved by the SSE, and registered with the CSRC.

(V) Lock-up period arrangement

The shares of the Listed Company subscribed for by Ruide Venture Capital in this issuance shall not be transferred within 36 months from the date the shares are registered in its name.

The shares of the Listed Company subscribed for by Anhui Huiyuan and Zhongshan Guoyuan Venture Capital in this issuance shall not be transferred within 36 months from the date of registration under their names.

The shares of the Listed Company subscribed for by Zhongshan Yuezhi, Qiyuci, Zhongqing Henghui, Zhongqing Henghui Phase II, Torch Industries, and Torch Huaying No. 1 in this issuance shall not be transferred within 12 months from the date the shares are registered in their names.

During the aforementioned lock-up period, the shares acquired through the Transaction and any additional shares resulting from bonus issues, conversion of share capital, or other actions by the Listed Company shall all be subject to the abovementioned share transfer restrictions.

(VI) Arrangement for gains and losses during the transition period

Gains generated by the Target Assets during the transition period shall be enjoyed by the Listed Company, while losses incurred by the Target Assets during the transition period shall be covered by the counterparties in cash.

(VII) Arrangement for accumulated undistributed profits

The accumulated undistributed profits of the Listed Company before the completion of the Transaction shall be shared by the new and existing shareholders of the Listed Company in proportion to their respective shareholdings after the completion of the Transaction.

VII. Specific plan for raising of supporting funds

In the Transaction, the Listed Company intends to issue shares to no more than 35 specific investors who meet the conditions of the CSRC to raise supporting funds.

(I) Pricing method and price for the issuance of shares

1. Pricing reference date

The pricing reference date for raising supporting funds this time is the first day of the issuance period.

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2. Issue price and pricing principle

This issuance of shares to raise supporting funds will be conducted through an inquiry process, and the pricing reference date is the first day of the issuance period. The issue price shall not be less than 80% of the average price of the Company's stock for the 20 trading days preceding the pricing reference date.

The final issue price for the issuance of shares to raise supporting funds will be determined through negotiation between the Board, as authorized by the Shareholders' Meeting, and the lead underwriter for this issuance, based on market inquiry results, in accordance with relevant laws, regulations, and regulatory requirements, after the Transaction is reviewed and approved by the SSE and registered with the CSRC.

(II) Par value, class, and listing venue of the shares to be issued

In the Transaction, the class of shares to be issued by the Listed Company to specific investors to raise supporting funds is RMB-denominated ordinary A-shares, with a par value of RMB 1.00 per share, and the listing venue is the SSE.

(III) Number of shares to be issued

The total amount of supporting funds to be raised this time shall not exceed 100% of the transaction price of the asset acquisition by issuing shares, and the number of shares to be issued shall not exceed 30% of the total share capital of the Listed Company before the completion of asset acquisition by issuing shares. The final issue size and number of shares shall be capped at the size registered with and approved by the CSRC. During the period from the pricing reference date to the issue date, if the Listed Company has any ex-right or ex-dividend events such as dividend distribution, bonus issue, capitalization of capital reserve, or rights issue that require an adjustment to the issue price, the number of shares to be issued will also be adjusted accordingly.

(IV) Lock-up period arrangement

The shares subscribed for by the subscribers of the supporting funds to be raised this time shall not be transferred within 6 months from the date of the end of the issuance. Upon completion of the Transaction, any additional shares held by the subscribers due to the Company's distribution of stock dividends, conversion into share capital, or other reasons shall also be subject to the above-mentioned lock-up arrangements. After the lock-up period expires, their transfer and trading shall be handled in accordance with the then-effective laws, regulations, and the rules of the SSE.

(V) Use of supporting funds to be raised

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etc. The proportion used for supplementing working capital and repaying debts shall not exceed 25% of the transaction consideration or 50% of the total supporting funds to be raised. The specific use and corresponding amount of the supporting funds to be raised will be disclosed in the Restructuring Report.

Before the supporting funds to be raised are in place, if the Company makes advance payments with its own or self-raised funds based on the actual situation, it will use the supporting funds raised to replace the paid own or self-raised funds after they are in place.

(VI) Arrangement for accumulated undistributed profits

VIII. Impact of the Transaction on the Listed Company

For details on the impact of the Transaction on the Listed Company, please refer to "III. Impact of the Transaction on the Listed Company" in the "Material Matters" section of the Proposal Summary.

IX. Decision-making and approval procedures already completed and yet to be completed for the Transaction

For details on the decision-making and approval procedures that have been completed and are yet to be completed for the Transaction, please refer to "IV. Decision-making and approval procedures already completed and yet to be completed for the Transaction" in the "Material Matters" section of the Proposal Summary.

X. Important commitments made by parties involved in the Transaction

The important commitments made by the parties involved in the Transaction are as follows:

(I) Important commitments made by the Listed Company and its directors and senior officers

Commitmentparty	Commitmenttype	Main content
ListedCompany	Commitmenton the absenceofcircumstancesprecludingparticipationin any majorassetrestructuringofalistedcompany	1. Neither we, our controlling shareholder, directors, senior officers, nor theinstitutions respectively controlled by each of the foregoing parties haveleaked inside information about the Transaction or engaged in insider tradingusing information about the Transaction. There are no circumstances wherewe are under investigation for suspected insider trading related to theTransaction or where such an investigation has not yet concluded with adetermination of liability. In the last 36 months, there have been nocircumstances where we were subject to administrative penalties by the ChinaSecurities Regulatory Commission or held criminally liable by judicialauthorities for suspected insider trading related to a major asset restructuring,which would disqualify us from participating in any major asset restructuring

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Commitmentparty	Commitmenttype	Main content
		of a listed company. 2. We are not in a situation where it is prohibited fromparticipating in a major asset restructuring under Article 12 of the RegulatoryGuidelines for Listed Companies No. 7 - Regulation of Abnormal Trading inStocks Related to Major Asset Restructuring of Listed Companies. 3. Weundertake to take necessary measures to strictly keep confidential anymaterials and information related to the Transaction. 4. The abovecommitments are true, complete, and accurate. In case of any breach of theabove commitments that causes losses to the Listed Company or investors, wewill bear corresponding legal liabilities in accordance with the law.
	Letterofcommitmentonconfidentialitymeasures andsystemadoptedfortheTransaction	1. The Company has formulated a strict and effective confidentiality systemand has taken sufficient and necessary confidentiality measures for theTransaction in accordance with the requirements of the AdministrativeMeasures for the Major Asset Restructuring of Listed Companies, theAdministrative Measures for the Information Disclosure of Listed Companies,the Regulatory Guidelines for Listed Companies No. 5 - Management Systemfor Registration of Insiders of Listed Companies, and other laws, regulations,and normative documents, and in compliance with the provisions of theArticles of Association and internal management systems. 2. When theCompany conducted consultations with the relevant parties to the Transactionon related matters, necessary and sufficient confidentiality measures weretaken, the scope of access to relevant sensitive information was restricted, andsuch information was ensured to be kept under control. 3. In strict accordancewith the Regulatory Guidelines for Listed Companies No. 5 - ManagementSystem for Registration of Insiders of Listed Companies and other relevantregulations, we have strictly controlled the scope of insiders, promptlyrecorded the insiders and the planning process during the stages of discussion,planning, demonstration, and consultation, prepared the registration form forinsiders and the memorandum of the transaction process, and submitted themto the Shanghai Stock Exchange in a timely manner. 4. We have repeatedlysupervised and reminded insiders to strictly abide by the confidentiality systemand fulfill their confidentiality obligations, and not to disclose or leak insideinformation or use inside information to trade the Company's stock before suchinformation is disclosed in accordance with the law. Prior to convening theBoard meeting to deliberate on the Transaction, we strictly fulfilled theconfidentiality obligations.
	Letterofcommitmenton the absenceofcircumstancesthatwoulddisqualify theissuanceofsharestospecificinvestors	1. Unauthorized change in the use of proceeds from the previous fundraisingthat has not been rectified, or that has not been approved by the Shareholders'Meeting; 2. the preparation and disclosure of financial statements for the mostrecent year do not comply with the Accounting Standards for BusinessEnterprises or relevant information disclosure rules in material aspects; anadverse opinion or a disclaimer of opinion has been expressed in the auditreport in respect of the financial and accounting report for the most recent year;a qualified opinion has been expressed in the audit report in respect of thefinancial and accounting report for the most recent year, and the materialadverse effects of the matters to which the qualified opinion relates on theCompany has not yet been eliminated; 3. any of the incumbent directors orsenior officers has been subject to administrative penalties by the CSRC in thelast three years, or has been publicly censured by the Stock Exchange in thelast year; 4. we or any of our incumbent directors or senior officers is underinvestigation by a judicial authority for suspected crimes or underinvestigation by the CSRC for suspected violations of laws and regulations; 5.the controlling shareholder or any Actual Controller has committed anymaterial violation of laws that has seriously harmed our interests or thelegitimate rights and interests of investors in the last three years; 6. there hasbeen any material violation of laws that has seriously harmed the legitimaterights and interests of investors or the public interest in the last three years.
	Letterofcommitmentonthetruthfulness,	1. We warrant that all materials and information related to the Transactiondisclosed and provided are true, accurate, and complete original writtenmaterials or copies and information, and that the copies or photocopies areconsistent with the original materials or originals; all signatures and seals on

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Commitmentparty	Commitmenttype	Main content
	accuracy, andcompletenessoftheinformationprovided	all documents are authentic, and there are no false records, misleadingstatements, or material omissions, and legal liability shall be assumed for thetruthfulness, accuracy, and completeness of the information provided; if anylosses are caused to the Listed Company or investors due to false records,misleading statements, or material omissions in the information provided, wewill bear individual and joint legal liabilities in accordance with the law. 2.We warrant that all explanations and confirmations issued for the Transactionare true, accurate, and complete, and do not contain any false records,misleading statements, or material omissions, and we shall bear individual andjoint legal liabilities for any such false records, misleading statements, ormaterial omissions. 3. We will, in accordance with the relevant provisions ofapplicable laws, regulations, and normative documents, promptly fulfill theinformation disclosure obligations and ensure that such information is true,accurate, and complete, and that such information does not contain any falserecords, misleading statements, or material omissions.
	Statement andcommitmentonlegality,compliance,and integrity	1. We are legally established and validly existing within the territory of thePeople's Republic of China, and possess the legal capacity required by relevantlaws, regulations, and rules to participate in the Transaction. 2. We are notsubject to any ongoing investigation by a judicial authority for suspectedcrimes or any ongoing investigation by the CSRC for suspected violations oflaws or regulations. In the last thirty-six months, we have not been subject toany criminal penalties or securities market-related administrative penalties,and there have been no material civil litigations or arbitrations related toeconomic disputes. In the last three years, we have not failed to repay largesum debts on schedule, failed to fulfill the commitments, been subject toadministrative regulatory measures by the CSRC, or been subject todisciplinary sanctions by the Stock Exchange. In the last twelve months, wehave not been publicly censured by the Stock Exchange, and there are no othermajor acts of bad faith. 3. There are no circumstances where the rights andinterests of us and our subsidiaries have been seriously harmed by thecontrolling shareholder or Actual Controller and such harm has not yet beeneliminated. There are no circumstances where we and our subsidiaries haveprovided external guarantees in violation of regulations and such guaranteeshave not yet been released. We are not involved in any pending or foreseeablematerial litigation, arbitration, or administrative penalty cases. In the last threeyears, we have not committed any material violation of laws that has seriouslyharmed the legitimate rights and interests of investors or the public interest. 4.This letter of commitment is effective from the date of signing and legallybinding on us, and we shall bear individual and joint legal liabilities arisingtherefrom.
Directors andseniorofficers of theListedCompany	Letterofcommitmentonnotreducingshareholdingin the ListedCompanyduringtheperiod of thetransaction	1. From the date of issuance of this commitment letter to the completion of theTransaction, I have no plan to reduce my shareholding in the Listed Company.Before the completion of the Transaction, if I intend to reduce myshareholding in the Listed Company based on my actual needs or marketchanges, I will strictly act in accordance with relevant laws, regulations, andthe relevant provisions of the China Securities Regulatory Commission andthe Shanghai Stock Exchange, and will promptly fulfill my informationdisclosure obligations, strictly adhering to the provisions and requirements ofrelevant laws and regulations regarding shareholding reduction. If the ListedCompany implements ex-rights actions such as capitalization of reserves,bonus issues, or rights issues from the date of issuance of this commitmentletter to the completion of the Transaction, the new shares acquired by me asa result shall also be subject to the foregoing commitment. 2. If mycommitment on shareholding reduction is inconsistent with the latestregulatory opinions of the securities regulatory agency, I will makeadjustments according to the regulatory opinions of the relevant securitiesregulatory agency. 3. This letter of commitment is legally binding on me fromthe date of its signing, and I warrant that the above commitments are true,accurate, and complete. In case of any breach of the above commitments,relevant laws, regulations and stock exchange rules shall be strictly enforced.

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Commitmentparty	Commitmenttype	Main content
		If any losses are caused to the Listed Company or other investors as a result, Iundertake to compensate the Listed Company or other investors in accordancewith the law.
	Letterofcommitmentonthetruthfulness,accuracy, andcompletenessoftheinformationprovided	1. All materials and information related to the Transaction provided by me tothe Listed Company (and the intermediary agencies it engages, the samebelow) are true, accurate, and complete original written materials or copiesand information, and the copies or photocopies are consistent with the originalmaterials or originals; all signatures and seals on all documents are authentic,and there are no false records, misleading statements, or material omissions,and legal liability shall be assumed for the truthfulness, accuracy, andcompleteness of the information provided; if any losses are caused to theListed Company or investors due to false records, misleading statements, ormaterial omissions in the information provided, I shall bear individual andjoint legal liabilities in accordance with the law. 2. I warrant that allexplanations and confirmations issued for the Transaction are true, accurate,and complete, and do not contain any false records, misleading statements, ormaterial omissions, and I shall bear individual and joint legal liabilities for anysuch false records, misleading statements, or material omissions. 3. I willpromptly provide the Listed Company with information related to theTransaction and warrant that the information provided is true, accurate, andcomplete, and that there are no false records, misleading statements, ormaterial omissions; if any losses are caused to the Listed Company or investorsdue to false records, misleading statements, or material omissions in theinformation provided, I shall be liable for compensation in accordance withthe law. 4. If any information disclosed or provided for the Transaction issuspected of containing false records, misleading statements, or materialomissions and it is under investigation by a judicial authority or the CSRC, Iwill not transfer the shares in which I hold interests in the Listed Company (ifany) before an investigation conclusion is reached, and I will submit a writtenapplication for suspension of transfer and my stock account to the Board ofthe Listed Company within two trading days of receiving the notice of casefiling for investigation, and the Board will apply for a lock-up on my behalf tothe Stock Exchange and the securities registration and settlement institution;if the application for share locking is not submitted within two trading days, Ihereby authorize the Board, upon verification, to directly submit my identityinformation and account details to the Stock Exchange and the securitiesregistration and settlement institution to apply for the locking of the relevantshares on my behalf; if the Board fails to submit my identity information andaccount details to the Stock Exchange and the securities registration andsettlement institution, I hereby authorize the Stock Exchange and the securitiesregistration and settlement institution to directly lock the relevant shares. If theinvestigation conclusion reveals any violations of laws and regulations, Iundertake that the locked shares will be voluntarily used for relevant investorcompensation arrangements.
	Statement andcommitmentonlegality,compliance,and integrity	1. I am not currently under investigation by judicial authorities for suspectedcrimes (including but not limited to insider trading) or under investigation bythe China Securities Regulatory Commission for suspected violations of lawsand regulations; in the last thirty-six months, I have not been subject to anyadministrative penalties for violations of laws, administrative regulations, orrules where the circumstances are serious, nor have I been subject to anycriminal penalties; there have been no administrative penalties imposed by theCSRC for violations of securities laws, administrative regulations, or rules;there have been no material violations of laws that have seriously harmed thelegitimate rights and interests of investors or the public interest. 2. In the lastthree years, I have not been subject to any administrative penalties (except forthose clearly unrelated to the securities market) or criminal penalties forviolating laws, administrative regulations, or normative documents, nor haveI been involved in any major civil litigation or arbitration related to economicdisputes. 3. I have maintained a good credit record in the last three years, withno major instances of bad faith, no failure to repay large debts on time, no

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Commitmentparty	Commitmenttype	Main content
		failure to fulfill commitments, no serious harm to the legitimate rights andinterests of investors or the public interest, and no public censure by the StockExchange or other major acts of bad faith. 4. I undertake that I possess andwill comply with the qualifications and obligations for holding office asstipulated in the Company Law of the People's Republic of China and otherlaws, regulations, normative documents, and the Articles of Association. Myappointment to any office has been made through legal procedures, and I amnot in any situation that would disqualify me from serving as a director,supervisor, or senior officer of a company as stipulated in the Company Lawof the People's Republic of China. 5. All the statements made by me above areobjective and true, and there are no false records, misleading statements, ormaterial omissions, and I shall bear legal responsibility for the truthfulness,accuracy, and completeness thereof.
	Commitmenton the absenceofcircumstancesprecludingparticipationin any majorassetrestructuringofalistedcompany	1. Neither I nor the institutions controlled by me have leaked insideinformation about the Transaction or engaged in insider trading usinginformation about the Transaction. There are no circumstances where we areunder investigation for suspected insider trading related to the Transaction orwhere such an investigation has not yet concluded with a determination ofliability. In the last 36 months, there have been no circumstances where wewere prohibited from participating in any major asset restructuring of anylisted company due to administrative penalties imposed by the ChinaSecurities Regulatory Commission or being held criminally liable by judicialauthorities for suspected insider trading related to a major asset restructuring.2. I am not in a situation where I am prohibited from participating in a majorasset restructuring under Article 12 of the Regulatory Guidelines for ListedCompanies No. 7 - Regulation of Abnormal Trading in Stocks Related toMajor Asset Restructuring of Listed Companies. 3. I undertake to takenecessary measures to strictly keep confidential any materials and informationrelated to the Transaction. 4. The above commitments are true, complete, andaccurate. In case of any breach of the above commitments that causes lossesto the Listed Company or investors, I will bear corresponding legal liabilitiesin accordance with the law.

(II) Important commitments made by the controlling shareholder, Actual Controllers, and their persons acting in concert of the Listed Company

Commitment party	Commitmenttype	Main content
ActualControllerof the ListedCompany	Letterofcommitmentonthetruthfulness,accuracy,andcompletenessoftheinformationprovided	1. All materials and information related to the Transaction provided by meto the Listed Company (and the intermediary agencies it engages, the samebelow) are true, accurate, and complete original written materials or copiesand information, and the copies or photocopies are consistent with theoriginal materials or originals; all signatures and seals on all documents areauthentic, and there are no false records, misleading statements, or materialomissions, and legal liability shall be assumed for the truthfulness,accuracy, and completeness of the information provided; if any losses arecaused to the Listed Company or investors due to false records, misleadingstatements, or material omissions in the information provided, I shall bearindividual and joint legal liabilities in accordance with the law. 2. I warrantthat all explanations and confirmations issued for the Transaction are true,accurate, and complete, and do not contain any false records, misleadingstatements, or material omissions, and I shall bear individual and joint legalliabilities for any such false records, misleading statements, or materialomissions. 3. I will promptly provide the Listed Company with information

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Commitment party	Commitmenttype	Main content
		related to the Transaction and warrant that the information provided is true,accurate, and complete, and that there are no false records, misleadingstatements, or material omissions; if any losses are caused to the ListedCompany or investors due to false records, misleading statements, ormaterial omissions in the information provided, I shall be liable forcompensation in accordance with the law. 4. If any information disclosedor provided for the Transaction is suspected of containing false records,misleading statements, or material omissions and it is under investigationby a judicial authority or the CSRC, the commitment party will not transferthe shares in which the commitment party holds interests in the ListedCompany before an investigation conclusion is reached, and thecommitment party will submit a written application for suspension oftransfer and the stock account to the Board of the Listed Company withintwo trading days of receiving the notice of case filing for investigation, andthe Board will apply for a lock-up on behalf of the commitment party to theStock Exchange and the securities registration and settlement institution; ifthe application for share locking is not submitted within two trading days, Ihereby authorize the Board, upon verification, to directly submit myidentity information and account details to the Stock Exchange and thesecurities registration and settlement institution to apply for the locking ofthe relevant shares on my behalf; if the Board fails to submit my identityinformation and account details to the Stock Exchange and the securitiesregistration and settlement institution, I hereby authorize the StockExchange and the securities registration and settlement institution todirectly lock the relevant shares. If the investigation conclusion reveals anyviolations of laws and regulations, I undertake that the locked shares willbe voluntarily used for relevant investor compensation arrangements.
	LetterofcommitmentonmaintainingtheindependenceoftheListedCompany	1. Upon completion of the Transaction, I will strictly abide by the CompanyLaw of the People's Republic of China, the Securities Law of the People'sRepublic of China, the relevant regulations of the China SecuritiesRegulatory Commission and the Shanghai Stock Exchange, and the Articlesof Association, etc., exercise shareholder rights and perform shareholderobligations on an equal basis with other shareholders, not use myshareholder status to seek improper benefits, and ensure that the ListedCompany continues to be completely separate from me and other companiescontrolled or significantly influenced by me in terms of personnel, assets,finance, organization, and business, and maintain the independence of theListed Company in terms of personnel, assets, finance, organization, andbusiness. 2. Upon completion of the Transaction, I will comply with theRegulatory Guidelines for Listed Companies No. 8 - RegulatoryRequirements for Fund Transactions and External Guarantees of ListedCompanies, regulate the external guarantee activities of the ListedCompany and its subsidiaries, and not illegally occupy the funds of theListed Company and its subsidiaries. 3. I undertake to strictly fulfill theabove commitments. If the rights and interests of the Listed Company areharmed due to a breach of the above commitments by me and othercompanies controlled or significantly influenced by me, I will bear thecorresponding liability for compensation in accordance with the law.
	Statementandcommitmentonlegality,compliance,andintegrity	1. I am not currently under investigation by judicial authorities for suspectedcrimes (including but not limited to insider trading) or under investigationby the China Securities Regulatory Commission for suspected violations oflaws and regulations; in the last thirty-six months, I have not been subjectto any administrative penalties for violations of laws, administrativeregulations, or rules where the circumstances are serious, nor have I beensubject to any criminal penalties; there have been no administrativepenalties imposed by the CSRC for violations of securities laws,administrative regulations, or rules; there have been no material violationsof laws that have seriously harmed the interests of the Listed Company, thelegitimate rights and interests of investors, or the public interest. 2. In thelast three years, I have not been subject to any administrative penalties

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Commitment party	Commitmenttype	Main content
		(except for those clearly unrelated to the securities market) or criminalpenalties for violating laws, administrative regulations, or normativedocuments, nor have I been involved in any major civil litigation orarbitration related to economic disputes. 3. I have maintained a good creditrecord in the last three years, with no major instances of bad faith, no failureto repay large debts on time, no failure to fulfill commitments, no seriousharm to the interests of the Listed Company, the legitimate rights andinterests of investors, or the public interest, and no public censure by theStock Exchange or other major acts of bad faith. 4. All the statements madeby me above are objective and true, and there are no false records,misleading statements, or material omissions, and I shall bear legalresponsibility for the truthfulness, accuracy, and completeness thereof.
	LetterofcommitmentonconfidentialitymeasuresandsystemadoptedfortheTransaction	1. When I conducted consultations with the relevant parties to theTransaction on related matters, necessary and sufficient confidentialitymeasures were taken, the scope of access to relevant sensitive informationwas restricted, and such information was ensured to be kept under control.2. I have strictly fulfilled my confidentiality obligations in all relevantaspects of participating in the formulation and demonstration of theTransaction plan. 3. In strict accordance with the Regulatory Guidelines forListed Companies No. 5 - Management System for Registration of Insidersof Listed Companies and other relevant regulations, I have strictlycontrolled the scope of insiders, promptly recorded the insiders and theplanning process during the stages of discussion, planning, demonstration,and consultation, prepared the registration form for insiders and thememorandum of the transaction process, and submitted them to theShanghai Stock Exchange in a timely manner. 4. I have repeatedlysupervised and reminded insiders to strictly abide by the confidentialitysystem and fulfill their confidentiality obligations, and not to disclose orleak inside information, or use inside information to trade the Company'sstock before such information is legally disclosed. Prior to convening theBoard meeting to deliberate on the Transaction, I strictly fulfilled myconfidentiality obligations.
	Commitmenttoavoidhorizontalcompetition	1. I and other enterprises controlled by me, other than the Listed Companyand its subsidiaries/branches (hereinafter referred to as "I and relatedenterprises"), do not engage in any business that directly or indirectlycompetes with the business of the Listed Company and its controlledsubsidiaries, nor will I engage in any business that competes or maycompete with the Listed Company and its controlled subsidiaries in anyplace or in any form (including but not limited to joint ventures, cooperativeoperations, or holding stock or equity in other companies or enterprises) inthe future. 2. If the Listed Company and its controlled subsidiaries furtherexpand their business scope based on their existing business, and I andrelated enterprises are already engaged in the production and operation ofsuch business, I undertake to transfer the horizontal competing business thatI and related enterprises may hold, and agree that the Listed Company shallhave the right of first refusal under the same commercial conditions. 3. Ifany business opportunity obtained by me and related enterprises from anythird party in the future competes or may compete with the primary businessof the Listed Company and its subsidiaries, I and related enterprises willimmediately notify the Listed Company and, after obtaining the consent ofthe third party, make best efforts to offer such business opportunity to theListed Company and its subsidiaries. 4. If a conflict of interest arisesbetween me and related enterprises and the Listed Company and itscontrolled subsidiaries due to horizontal competition, the interests of theListed Company and its controlled subsidiaries shall be prioritized.
	Letterofcommitmentonreducingandregulating related	1. I will exercise my shareholder rights in strict accordance with therequirements of the Company Law of the People's Republic of China andother laws, regulations, rules, and other normative documents, as well asthe relevant provisions of the Listed Company's Articles of Association and

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Commitment party	Commitmenttype	Main content
	party transactions	related-party transaction system, and will fulfill the obligation to recusefrom voting on related-party transactions involving me at the generalmeeting. 2. I and related enterprises will reduce and avoid unnecessaryrelated-party transactions with the Listed Company as much as possible.When related-party transactions that are necessary and unavoidable areconducted, fair operations are ensured on the basis of market-orientedprinciples and fair prices; agreements are entered into in accordance withthe law; and decision-making procedures as well as information disclosureobligations are fulfilled in compliance with relevant laws, regulations, rules,and other normative documents, as well as the Listed Company's Articlesof Association and related-party transaction system. It is undertaken that thelegitimate rights and interests of the Listed Company and other shareholdersare not harmed through related-party transactions. 3. I undertake not to usemy position as a controlling shareholder and related relationships to harmthe legitimate rights and interests of the Listed Company and othershareholders. If I breach the above commitments and cause losses to theListed Company, its wholly-owned or controlled subsidiaries, or othershareholders, I will bear the liability for compensation and undertake toactively eliminate any adverse effects arising therefrom.
	LetterofcommitmentonnotreducingshareholdingintheListedCompanyduringthe period of thetransaction	1. From the date of issuance of this commitment letter to the completion ofthe Transaction, I have no plan to reduce my shareholding in the ListedCompany. Before the completion of the Transaction, if I intend to reducemy shareholding in the Listed Company based on my actual needs or marketchanges, I will strictly act in accordance with relevant laws, regulations, andthe relevant provisions of the China Securities Regulatory Commission andthe Shanghai Stock Exchange, and will promptly fulfill my informationdisclosure obligations, strictly adhering to the provisions and requirementsof relevant laws and regulations regarding shareholding reduction. If theListed Company implements ex-rights actions such as capitalization ofreserves, bonus issues, or rights issues from the date of issuance of thiscommitment letter to the completion of the Transaction, the new sharesacquired by me as a result shall also be subject to the foregoingcommitment. 2. If any loss is caused to the Listed Company or investorsdue to a breach of the above commitment, I will bear the correspondingliability for compensation in accordance with the law. 3. This letter ofcommitment is legally binding on me from the date of its signing, and Iwarrant that the above commitments are true, accurate, and complete. Incase of any breach of the above commitments, relevant laws, regulationsand stock exchange rules shall be strictly enforced. 4. If my commitment onshareholding reduction is inconsistent with the latest regulatory opinions ofthe securities regulatory agency, I will make adjustments according to theregulatory opinions of the relevant securities regulatory agency.
	Commitmentontheabsenceofcircumstancesprecludingparticipationinany major assetrestructuring of alisted company	1. Neither I nor the institutions controlled by me have leaked insideinformation about the Transaction or engaged in insider trading usinginformation about the Transaction. There are no circumstances where weare under investigation for suspected insider trading related to theTransaction or where such an investigation has not yet concluded with adetermination of liability. In the last 36 months, there have been nocircumstances where we were prohibited from participating in any majorasset restructuring of any listed company due to administrative penaltiesimposed by the China Securities Regulatory Commission or being heldcriminally liable by judicial authorities for suspected insider trading relatedto a major asset restructuring. 2. I am not in a situation where I amprohibited from participating in a major asset restructuring under Article 12of the Regulatory Guidelines for Listed Companies No. 7 - Regulation ofAbnormal Trading in Stocks Related to Major Asset Restructuring of ListedCompanies. 3. I undertake to take necessary measures to strictly keepconfidential any materials and information related to the Transaction. 4. Theabove commitments are true, complete, and accurate. In case of any breachof the above commitments that causes losses to the Listed Company or

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Commitment party	Commitmenttype	Main content
		investors, I will bear corresponding legal liabilities in accordance with thelaw.
FIRSTBASEINVESTMENTSLIMITED,KEY CORPLIMITED,WISERTYSONINVESTMENT CORPLIMITED,HainanBoyun,EnergyInvestmentGroup,BeihaiRuiyue,ZhongshanRuixin	Letterofcommitmentonthetruthfulness,accuracy,andcompletenessoftheinformationprovided	1. All materials related to the Transaction provided by us to the ListedCompany (and the intermediary agencies it engages, the same below) aretrue, accurate, and complete original written materials or copies andinformation, and the copies or photocopies are consistent with their originalmaterials or originals; all signatures and seals on all documents areauthentic, and there are no false records, misleading statements, or materialomissions, and legal liability shall be assumed for the truthfulness,accuracy, and completeness of the information provided; if any losses arecaused to the Listed Company or investors due to false records, misleadingstatements, or material omissions in the information provided, we will bearindividual and joint legal liabilities in accordance with the law. 2. Wewarrant that all explanations and confirmations issued for the Transactionare true, accurate, and complete, and do not contain any false records,misleading statements, or material omissions, and we shall bear individualand joint legal liabilities for any such false records, misleading statements,or material omissions. 3. We will promptly provide the Listed Companywith information related to the Transaction and warrant that the informationprovided is true, accurate, and complete, and that there are no false records,misleading statements, or material omissions; if any losses are caused to theListed Company or investors due to false records, misleading statements, ormaterial omissions in the information provided, we will be liable forcompensation in accordance with the law. 4. If any information disclosedor provided for the Transaction is suspected of containing false records,misleading statements, or material omissions and it is under investigationby a judicial authority or the CSRC, the commitment party will not transferthe shares in which the commitment party holds interests in the ListedCompany before an investigation conclusion is reached, and thecommitment party will submit a written application for suspension oftransfer and the stock account to the Board of the Listed Company withintwo trading days of receiving the notice of case filing for investigation, andthe Board will apply for a lock-up on behalf of the commitment party to theStock Exchange and the securities registration and settlement institution; ifwe fail to submit the lock-up application within two trading days, the Boardis authorized to directly report our identity information and accountinformation to the Stock Exchange and the securities registration andsettlement institution and apply for a lock-up after verification. If the Boardfails to report our identity information and account information to the StockExchange and the securities registration and settlement institution, theStock Exchange and the securities registration and settlement institution areauthorized to directly lock up the relevant shares. If the investigationconclusion reveals any illegal or non-compliant activities, we undertake thatthe locked-up shares will be voluntarily used for relevant investorcompensation arrangements.
	LetterofcommitmentonmaintainingtheindependenceoftheListedCompany	1. Upon completion of the Transaction, we will strictly comply with theCompany Law of the People's Republic of China, the Securities Law of thePeople's Republic of China, the relevant regulations of the China SecuritiesRegulatory Commission and the Shanghai Stock Exchange, and the Articlesof Association, etc., exercise shareholder rights and fulfill shareholderobligations on an equal basis with other shareholders, will not use theshareholder status to seek improper benefits, and ensure that the ListedCompany continues to be completely separate from us and other companiescontrolled or significantly influenced by us in terms of personnel, assets,finance, organization, and business, thereby maintaining the independenceof the Listed Company in these aspects. 2. Upon completion of theTransaction, we will comply with the provisions of the RegulatoryGuidelines for Listed Companies No. 8 - Regulatory Requirements for FundTransactions and External Guarantees of Listed Companies, regulate theexternal guarantee activities of the Listed Company and its subsidiaries, and

{40}------------------------------------------------

Commitment party	Commitmenttype	Main content
		will not misappropriate the funds of the Listed Company and its subsidiariesin violation of regulations. 3. We warrant that we will strictly fulfill theabove commitments. If the rights and interests of the Listed Company areharmed due to a breach of the above commitments by us or other companiescontrolled or significantly influenced by us, we will bear the correspondingliability for compensation in accordance with the law.
	Statementandcommitmentonlegality,compliance,andintegrity	1. We are not currently under investigation by judicial authorities forsuspected crimes (including but not limited to insider trading) or underinvestigation by the China Securities Regulatory Commission for suspectedviolations of laws and regulations; in the last thirty-six months, we have notbeen subject to any administrative penalties for violations of laws,administrative regulations, or rules where the circumstances are serious, norhave we been subject to any criminal penalties; there have been noadministrative penalties imposed by the CSRC for violations of securitieslaws, administrative regulations, or rules; there have been no materialviolations of laws that have seriously harmed the interests of the ListedCompany, the legitimate rights and interests of investors, or the publicinterest. 2. In the last three years, we have not been subject to anyadministrative penalties (except for those clearly unrelated to the securitiesmarket) or criminal penalties for violating laws, administrative regulations,or normative documents, nor have we been involved in any major civillitigation or arbitration related to economic disputes. 3. We have maintaineda good credit record in the last three years, with no major instances of badfaith, no failure to repay large debts on time, no failure to fulfillcommitments, no serious harm to the interests of the Listed Company, thelegitimate rights and interests of investors, or the public interest, and nopublic censure by the Stock Exchange or other major acts of bad faith. 4.All the statements made by us above are objective and true, and there areno false records, misleading statements, or material omissions, and we shallbear legal liabilities for the truthfulness, accuracy, and completenessthereof.
	LetterofcommitmentonconfidentialitymeasuresandsystemadoptedfortheTransaction	1. When negotiating relevant matters with the related parties to theTransaction, we have taken necessary and sufficient confidentialitymeasures, limited the scope of access to relevant sensitive information, andensured that the information is within a controllable range. 2. We and ourrelevant personnel have strictly abided by our confidentiality obligations inthe process of participating in the formulation and demonstration of the planfor the Transaction. 3. In strict accordance with the Regulatory Guidelinesfor Listed Companies No. 5 - Management System for Registration ofInsiders of Listed Companies and other relevant regulations, we havestrictly controlled the scope of insiders, timely recorded the insiders and theplanning process during the stages of discussion, planning, demonstration,and consultation, prepared the registration form of insiders and thememorandum of the transaction process, and submitted them to theShanghai Stock Exchange in a timely manner. 4. We have repeatedlysupervised and reminded insiders to strictly abide by the confidentialitysystem and fulfill their confidentiality obligations, and not to disclose orleak inside information or use inside information to trade the Company'sstock before such information is disclosed in accordance with the law.Before convening the Board meeting to deliberate on matters related to theTransaction, we have strictly abided by the confidentiality obligations.
	Commitmenttoavoidhorizontalcompetition	1. We and other enterprises controlled by us, other than the Listed Companyand its subsidiaries/branches (hereinafter referred to as "we and relatedenterprises"), do not engage in any business that directly or indirectlycompetes with the business of the Listed Company and its controlledsubsidiaries, nor will we in the future engage in any business that competesor may compete with the Listed Company and its controlled subsidiaries inany place or in any form (including but not limited to joint ventures,cooperative operations, or holding stocks or equity in other companies or

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Commitment party	Commitmenttype	Main content
		enterprises). 2. If the Listed Company and its controlled subsidiaries furtherexpand their business scope based on their existing business, and we andrelated enterprises are already engaged in the production and operation ofsuch business, we undertake to transfer the competing business that we andrelated enterprises may hold, and agree that the Listed Company shall havethe right of first refusal under the same commercial conditions. 3. If anybusiness opportunity obtained by us and related enterprises from any thirdparty in the future competes or may compete with the primary business ofthe Listed Company and its subsidiaries, we and related enterprises willimmediately notify the Listed Company and, after obtaining the consent ofthe third party, make best efforts to offer such business opportunity to theListed Company and its subsidiaries. 4. If a conflict of interest arisesbetween us and related enterprises and the Listed Company and itscontrolled subsidiaries due to horizontal competition, the interests of theListed Company and its controlled subsidiaries shall be prioritized.
	Letterofcommitmentonreducingandregulating relatedparty transactions	1. We will exercise the shareholder rights in strict accordance with therequirements of the Company Law of the People's Republic of China andother laws, regulations, rules, and other normative documents, as well asthe relevant provisions of the Listed Company's Articles of Association andrelated-party transaction system, and will fulfill the obligation to recusefrom voting on related-party transactions involving us at the generalmeeting. 2. We and related enterprises will reduce and avoid unnecessaryrelated-party transactions with the Listed Company as much as possible.When related-party transactions that are necessary and unavoidable areconducted, fair operations are ensured on the basis of market-orientedprinciples and fair prices; agreements are entered into in accordance withthe law; and decision-making procedures as well as information disclosureobligations are fulfilled in compliance with relevant laws, regulations, rules,and other normative documents, as well as the Listed Company's Articlesof Association and related-party transaction system. It is undertaken that thelegitimate rights and interests of the Listed Company and other shareholdersare not harmed through related-party transactions. 3. We undertake not touse our position as a controlling shareholder and related relationships toharm the legitimate rights and interests of the Listed Company and othershareholders. If we breach the above commitments and cause losses to theListed Company, its wholly-owned or controlled subsidiaries, or othershareholders, we will bear the liability for compensation and undertake toactively eliminate any adverse effects arising therefrom.
	Commitmentontheabsenceofcircumstancesprecludingparticipationinany major assetrestructuring of alisted company	1. We and the institutions controlled by us have not leaked insideinformation regarding the Transaction or used such information for insidertrading. There are no circumstances where we have been placed underinvestigation for suspected insider trading related to the Transaction, orwhere such an investigation has not yet concluded with a determination ofliability. In the last 36 months, there have been no circumstances where wewere barred from participating in any major asset restructuring of any listedcompany due to administrative penalties imposed by the China SecuritiesRegulatory Commission or criminal liability pursued by judicial authoritiesfor suspected insider trading related to a major asset restructuring. 2. Weare not in a situation where it is prohibited from participating in a majorasset restructuring under Article 12 of the Regulatory Guidelines for ListedCompanies No. 7 - Regulation of Abnormal Trading in Stocks Related toMajor Asset Restructuring of Listed Companies. 3. We undertake to takenecessary measures to strictly keep confidential any materials andinformation related to the Transaction. 4. The above undertakings are true,complete, and accurate. In case of any breach of the above undertakings thatcauses losses to the Listed Company or investors, we will bearcorresponding legal liabilities in accordance with the law.
FIRSTBASE	Letterofcommitmenton	1. From the date of issuance of this commitment letter to the completion ofthe Transaction, we have no plan to reduce my shareholding in the Listed

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Commitment party	Commitmenttype	Main content
INVESTMENTSLIMITED,KEY CORPLIMITED,WISERTYSONINVESTMENT CORPLIMITED,HainanBoyun,EnergyInvestmentGroup,BeihaiRuiyue,ZhongshanRuixin	notreducingshareholdingintheListedCompanyduringthe period of thetransaction	Company. Before the completion of the Transaction, if we intend to reducemy shareholding in the Listed Company based on my actual needs or marketchanges, I will strictly act in accordance with relevant laws, regulations, andthe relevant provisions of the China Securities Regulatory Commission andthe Shanghai Stock Exchange, and will promptly fulfill my informationdisclosure obligations, strictly adhering to the provisions and requirementsof relevant laws and regulations regarding shareholding reduction. If theListed Company implements ex-rights actions such as capitalization ofreserves, bonus issues, or rights issues from the date of issuance of thiscommitment letter to the completion of the Transaction, the new sharesacquired by us as a result shall also be subject to the foregoing commitment.2. If any loss is caused to the Listed Company or investors due to a breachof the above commitment, we will bear the corresponding liability forcompensation in accordance with the law. 3. This letter of commitment islegally binding on us from the date of its signing, and we warrant that theabove commitments are true, accurate, and complete. In case of any breachof the above commitments, relevant laws, regulations and stock exchangerules shall be strictly enforced. 4. If our commitment on shareholdingreduction is inconsistent with the latest regulatory opinions of the securitiesregulatory agency, we will make adjustments according to the regulatoryopinions of the relevant securities regulatory agency.

(III) Important commitments made by the counterparties and their directors, senior officers/key officers, and actual controllers

Commitment party	Commitmenttype	Main content
Ruide VentureCapital, ZhongshanYuezhi, AnhuiHuiyuan, Qiyuci(Shanghai), TianjinZhongqing Henghui,Tianjin ZhongqingHenghui Phase II,ZhongshanGuoyuan, TorchIndustries Group,Torch Huaying No. 1	Commitmenton the clearownership ofequity held intheTargetCompany	1. We legally own all rights and interests corresponding to 100% of theequity in the Target Company (hereinafter referred to as the "TargetAssets"), including but not limited to the rights of possession, use,benefit, and disposal. There are no circumstances of holding the TargetAssets on behalf of others through trust or entrusted shareholding. TheTarget Assets are not subject to any security interests such as mortgage,pledge, or lien, or any other third-party rights, nor are we subject toseizure, freezing, custody, or other restrictions on transfer. From thedate this commitment is made until the completion or termination ofthe Transaction, without the consent of the Listed Company, weundertake not to transfer the equity of the Target Company, nor tocreate any third-party rights such as pledges on the Target Assets. 2.There are no circumstances of unpaid capital contributions, falsedeclarations of registered capital, or withdrawal of capital with respectto the capital contributions made by us to the Target Company. Allhistorical equity changes of the Target Company have complied withChinese legal requirements, are true and valid, and are free from anycapital contribution defects, disputes, or potential disputes. 3. Theownership of the Target Assets to be transferred by us is clear, and thereare no unsettled or foreseeable lawsuits, arbitrations, or other disputes,nor are there any other circumstances that would hinder the transfer ofownership. There are no internal decision-making obstacles orsubstantive legal obstacles to the transfer or assignment of such TargetAssets. At the same time, we warrant that this status will continue untilthe Target Assets are registered under the name of the Listed Company.4. Prior to the registration of the ownership change of the Target Assetsto the name of the Listed Company, we will prudently and diligentlyexercise the rights of a shareholder of the Target Company, fulfillshareholder obligations, and assume shareholder responsibilities, and

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Commitment party	Commitmenttype	Main content
		will use reasonable commercial efforts to cause the Target Company tooperate in its normal course of business. Without the prior writtenconsent of the Listed Company, it will not, on its own or by causing theTarget Company to, engage in or carry out asset disposals, externalguarantees, profit distributions, or incurrence of significant debts thatare unrelated to normal production and operation. 5. We undertake topromptly carry out the ownership change of the Target Assets relatedto the Transaction, and we shall solely bear all liabilities arising fromany disputes during the ownership change process. 6. We undertake toassume full responsibility for any legal issues or disputes related to theabove commitments and to compensate the Listed Company for alllosses caused by any breach of the above commitments. Thiscommitment shall not be unilaterally revoked for any reason from thedate it is made.
	Commitmentonreducingand regulatingrelated-partytransactions	1. Upon completion of the Transaction, we will strictly exercise itsshareholder rights in accordance with the requirements of the CompanyLaw of the People's Republic of China and other laws, regulations,rules, and other normative documents, as well as the relevantprovisions of the Listed Company's Articles of Association and relatedparty transaction system, and will fulfill the obligation to recuse fromvoting on our related-party transactions at the general meeting. 2. Uponcompletion of the Transaction, we and related enterprises will reduceand avoid unnecessary related-party transactions with the ListedCompany as much as possible. When related-party transactions that arenecessary and unavoidable are conducted, fair operations are ensuredon the basis of market-oriented principles and fair prices; agreementsare entered into in accordance with the law; and decision-makingprocedures as well as information disclosure obligations are fulfilled incompliance with relevant laws, regulations, rules, and other normativedocuments, as well as the Listed Company's Articles of Associationand related-party transaction system. It is undertaken that the legitimaterights and interests of the Listed Company and other shareholders arenot harmed through related-party transactions. 3. Upon completion ofthe Transaction, we undertake not to use our shareholder status andrelated-party relationship to harm the legitimate rights and interests ofthe Listed Company and other shareholders. In the event of any breachof the above commitments that causes losses to the Listed Company,its wholly-owned or controlled subsidiaries, or other shareholders, weshall bear the liability for compensation and ensure the activeelimination of any adverse effects arising therefrom. This commitmentshall not be unilaterally revoked for any reason from the date it is made.
	Commitmentonmaintainingtheindependenceof the ListedCompany	1. Upon completion of the Transaction, we will, in strict accordancewith the Company Law of the People's Republic of China, theSecurities Law of the People's Republic of China, the relevantregulations of the China Securities Regulatory Commission and theShanghai Stock Exchange, and the Articles of Association, etc.,exercise shareholder rights and perform shareholder obligations on anequal basis, and not use its shareholder status to seek improper benefits,so as to ensure that the Listed Company remains completely separatefrom us and other companies controlled or significantly influenced byus in terms of personnel, assets, finance, organization, and business,and maintains its independence in these aspects. 2. Upon completionof the Transaction, we will comply with the provisions of theRegulatory Guidelines for Listed Companies No. 8 - RegulatoryRequirements for Fund Transactions and External Guarantees of ListedCompanies, regulate the external guarantee activities of the ListedCompany and its subsidiaries, and will not misappropriate the funds ofthe Listed Company and its subsidiaries in violation of regulations. 3.We warrant that we will strictly fulfill the above commitments. If therights and interests of the Listed Company are harmed due to a breach

{44}------------------------------------------------

CommitmentCommitment partytype		Main content
		of the above commitments by us or other companies controlled orsignificantly influenced by us, we will bear the corresponding liabilityfor compensation in accordance with the law. This commitment shallnot be unilaterally revoked for any reason from the date it is made.
	Commitmentonconfidentialitymeasures andsystemadoptedfortheTransaction	1. When negotiating relevant matters with the related parties to theTransaction, we have taken necessary and sufficient confidentialitymeasures, limited the scope of access to relevant sensitive information,and ensured that the information is within a controllable range. 2. Weand our relevant personnel have strictly abided by our confidentialityobligations in the process of participating in the formulation anddemonstration of the plan for the Transaction. 3. In strict accordancewith the Regulatory Guidelines for Listed Companies No. 5 -Management System for Registration of Insiders of Listed Companiesand other relevant regulations, we have strictly controlled the scope ofinsiders, timely recorded the insiders and the planning process duringthe stages of discussion, planning, demonstration, and consultation,prepared the registration form of insiders and the memorandum of thetransaction process, and submitted them to the Shanghai StockExchange in a timely manner. 4. We have repeatedly supervised andreminded insiders to strictly abide by the confidentiality system andfulfill their confidentiality obligations, and not to disclose or leak insideinformation or use inside information to trade the Company's stockbefore such information is disclosed in accordance with the law. Beforeconvening the Board meeting to deliberate on matters related to theTransaction, we have strictly abided by the confidentiality obligations.This commitment shall not be unilaterally revoked for any reason fromthe date it is made.
Ruide VentureCapital, ZhongshanYuezhi, AnhuiHuiyuan, Qiyuci(Shanghai), TianjinZhongqing Henghui,Tianjin ZhongqingHenghui Phase II,ZhongshanGuoyuan, TorchIndustries Group,Torch Huaying No. 1and current directors,supervisors, seniorofficers/key officers,the controllingshareholders/partnersexercising control (ifany), and the actualcontrollers thereof (ifany)	Statement andcommitmentonlegality,compliance,and integrity	1. We are legally established and validly existing, and have notcommitted or been suspected of any material violations of laws orregulations since establishment, and possess the legal qualificationsrequired by relevant laws, regulations, and rules to participate in theTransaction. 2. We and our current directors, supervisors, seniorofficers/principalmanagementpersonnel,controllingshareholders/partners exercising control (if any), and our actualcontrollers (if any) are not under criminal investigation by judicialauthorities for any suspected crimes, nor are they under investigationby the CSRC for any suspected violations of laws or regulations. In thelast five years, we have not been subject to any criminal penalties orsecurities market-related administrative penalties, and there have beenno material civil litigations or arbitrations related to economic disputes.In the last five years, we have not failed to repay large-sum debts onschedule, failed to fulfill commitments, been subject to administrativeregulatory measures by the CSRC, or been subject to disciplinarysanctions by the Stock Exchange. 3. In case of any breach of the aboveStatement and commitment, we and our current directors, supervisors,seniorofficers/principalmanagementpersonnel,controllingshareholders/partners exercising control (if any), and our actualcontrollers (if any) are willing to bear the corresponding legalliabilities. This commitment shall not be unilaterally revoked for anyreason from the date it is made.
	Commitmenton the absenceofcircumstancesprecludingparticipationin any majorassetrestructuring	1. Neither we and our current directors, supervisors, seniorofficers/principalmanagementpersonnel,controllingshareholders/partners exercising control (if any), and our actualcontrollers (if any), and the institutions controlled by each of them havenot leaked any inside information regarding the Transaction, nor theinstitutions controlled by them have leaked inside information aboutthe Transaction or engaged in insider trading using information aboutthe Transaction. There are no circumstances where we are underinvestigation for suspected insider trading related to the Transaction or

{45}------------------------------------------------

Commitment party	Commitmenttype	Main content
	ofalistedcompany	where such an investigation has not yet concluded with a determinationof liability. In the last 36 months, there have been no circumstanceswhere we were subject to administrative penalties by the ChinaSecurities Regulatory Commission or held criminally liable by judicialauthorities for suspected insider trading related to a major assetrestructuring, which would disqualify us from participating in anymajor asset restructuring of a Listed Company. 2. We and our currentdirectors, supervisors, senior officers/principal management personnel,controlling shareholders/partners exercising control (if any), and ouractual controllers (if any) are not in any situation where we areprohibited from participating in a major asset restructuring underArticle 12 of the Regulatory Guidelines for Listed Companies No. 7 -Regulation of Abnormal Trading in Stocks Related to Major AssetRestructuring of Listed Companies. 3. We and our current directors,supervisors,seniorofficers/principalmanagementpersonnel,controlling shareholders/partners exercising control (if any), and ouractual controllers (if any) undertake to take necessary measures tostrictly maintain the confidentiality of the materials and informationrelated to the Transaction. 4. The foregoing commitments are true,complete, and accurate. If any of the above commitments are breached,causing losses to the Listed Company or investors, we and our currentdirectors, supervisors, senior officers/principal management personnel,controlling shareholders/partners exercising control (if any), and ouractual controllers (if any) will bear the corresponding legal liabilitiesin accordance with the law. This commitment shall not be unilaterallyrevoked for any reason from the date it is made.
	Letterofcommitmentonthetruthfulness,accuracy, andcompletenessoftheinformationprovided	1. All materials provided by we and our current directors, supervisors,seniorofficers/principalmanagementpersonnel,controllingshareholders/partners exercising control (if any), and our actualcontrollers (if any) to the Listed Company (and the professionalintermediaries we engage, the same below) in relation to theTransaction are true, accurate, and complete original written materialsor copies and information, and all copies or photocopies are consistentwith their original materials or originals; all signatures and seals on alldocuments are authentic and have been validly authorized; there are nofalse records, misleading statements, or material omissions; thecounterparty assumes legal liability for the authenticity, accuracy, andcompleteness of the information provided; if any losses are caused tothe Listed Company or investors due to false records, misleadingstatements, or material omissions in the information provided, we willbear joint and several legal liability in accordance with the law. 2. Weand our current directors, supervisors, senior officers/principalmanagement personnel, controlling shareholders/partners exercisingcontrol (if any), and our actual controllers (if any) warrant that allexplanations, statements, and commitments issued for the Transactionare true, accurate, and complete, and contain no false records,misleading statements, or material omissions, and we shall bearindividual and joint legal liabilities for any false records, misleadingstatements, or material omissions. 3. In the course of participating inthe Transaction, we and our current directors, supervisors, seniorofficers/principalmanagementpersonnel,controllingshareholders/partners exercising control (if any), and our actualcontrollers (if any) will promptly provide the Listed Company withinformation related to the Transaction and warrant that the informationprovided is true, accurate, and complete, without any false records,misleading statements, or material omissions; if any losses are causedto the Listed Company or investors due to false records, misleadingstatements, or material omissions in the information provided, we willbe liable for compensation in accordance with the law. 4. If theinformation disclosed or provided for the Transaction is suspected of

{46}------------------------------------------------

Commitment party	Commitmenttype	Main content
		containing false records, misleading statements, or material omissions,leading to an investigation by judicial authorities or an inquiry by theCSRC, prior to the conclusion of such investigation, the counterpartywill not transfer any shares in the listed company in which it holds aninterest, and within two trading days upon receiving the investigationnotice, the counterparty will submit a written application for thesuspension of transfer along with details of the relevant stock accountto the Board of the Listed Company; the Board will then apply on itsbehalf to the Stock Exchange and the securities registration andsettlement institution for the locking of the said shares; if theapplication for share locking is not submitted within two trading days,we hereby authorize the Board, upon verification, to directly submitour identity information and account details to the Stock Exchange andthe securities registration and settlement institution to apply for thelocking of the relevant shares; if the Board fails to submit our identityinformation and account details to the Stock Exchange and thesecurities registration and settlement institution, we hereby authorizethe Stock Exchange and the securities registration and settlementinstitution to directly lock the relevant shares. If the investigationconclusion reveals any illegal or non-compliant activities, weundertake that the locked-up shares will be voluntarily used for relevantinvestor compensation arrangements. This commitment shall not beunilaterally revoked for any reason from the date it is made.
Ruide VentureCapital	CommitmentonShareLock-up	1. The shares of the Listed Company obtained by us through theTransaction shall not be transferred or entrusted to others formanagement within 36 months from the date of registration under ourname (hereinafter referred to as the "Statutory Lock-up Period"), norshall the Listed Company repurchase the shares of the Listed Companyheld by us. During the lock-up period, without the consent of the ListedCompany, the shares of the Listed Company obtained by us throughthe Transaction shall not be subject to mortgage, pledge, guarantee,priority rights, or other third-party rights, nor shall we use the shares ofthe Listed Company we hold for financial transactions such as stockpledge repurchase. 2. If the information disclosed or provided for theTransaction is suspected of containing false records, misleadingstatements, or material omissions and is subject to a criminalinvestigation by a judicial authority or an investigation by the CSRC,we will not transfer its equity shares in the Listed Company before aninvestigation conclusion is reached, and will submit a writtenapplication for suspension of transfer and its stock account to the Boardof the Listed Company within two trading days of receiving the noticeof investigation, and the Board will apply for a lock-up on its behalf tothe Stock Exchange and the securities registration and settlementinstitution; if the lock-up application is not submitted within 2 tradingdays, the Board is authorized to directly report our identity informationand account information to the Stock Exchange and the securitiesregistration and settlement institution and apply for a lock-up afterverification; if the Board fails to report our identity information andaccount information to the Stock Exchange and the securitiesregistration and settlement institution, the Stock Exchange and thesecurities registration and settlement institution are authorized todirectly lock up the relevant shares. If the investigation conclusionreveals any illegal or non-compliant activities, we undertake that thelocked-up shares will be voluntarily used for relevant investorcompensation arrangements. 4. During the aforementioned statutoryand voluntary lock-up periods, the relevant shares obtained by usthrough the Transaction and any additional shares resulting from rightsissues, conversion of capital reserve to share capital, or other reasonsby the Listed Company shall all be subject to the above-mentionedshare lock-up arrangements. 5. Upon the expiration of the lock-up

{47}------------------------------------------------

Commitment party	Commitment	Main content
	type
		period, and provided that the unlocking conditions (if any) stipulatedin the relevant agreements for the Transaction signed by us are met, thetransfer and trading of the Listed Company's shares acquired by usthrough asset subscription in the Transaction shall be handled inaccordance with the then-effective laws, regulations, and the rules andregulations of the Shanghai Stock Exchange and the China SecuritiesRegulatory Commission. 6. We are aware of the legal consequencesthat may arise from breaching the above commitments. We undertaketo bear corresponding legal liabilities in accordance with thiscommitment and relevant laws and regulations in case of any breach ofthe above commitments. This commitment shall not be unilaterallyrevoked for any reason from the date it is made.
Zhongshan Yuezhi,Qiyuci (Shanghai),Tianjin ZhongqingHenghui, TianjinZhongqing HenghuiPhase II, TorchIndustries Group,Torch Huaying No. 1	CommitmentonShareLock-up	1. The shares of the Listed Company obtained by us through theTransaction shall not be transferred or entrusted to others formanagement within 12 months from the date of registration under ourname (hereinafter referred to as the "Statutory Lock-up Period"), norshall the Listed Company repurchase the shares of the Listed Companyheld by us. During the lock-up period, without the consent of the ListedCompany, the shares of the Listed Company obtained by us throughthe Transaction shall not be subject to mortgage, pledge, guarantee,priority rights, or other third-party rights, nor shall we use the shares ofthe Listed Company it holds for financial transactions such as stockpledge repurchase. 2. If the information disclosed or provided for theTransaction is suspected of containing false records, misleadingstatements, or material omissions and is subject to a criminalinvestigation by a judicial authority or an investigation by the CSRC,we will not transfer its equity shares in the Listed Company before aninvestigation conclusion is reached, and will submit a writtenapplication for suspension of transfer and its stock account to the Boardof the Listed Company within two trading days of receiving the noticeof investigation, and the Board will apply for a lock-up on its behalf tothe Stock Exchange and the securities registration and settlementinstitution; if the application for share locking is not submitted withintwo trading days, we hereby authorize the Board, upon verification, todirectly submit our identity information and account details to theStock Exchange and the securities registration and settlementinstitution to apply for the locking of the relevant shares; if the Boardfails to submit our identity information and account details to the StockExchange and the securities registration and settlement institution, wehereby authorize the Stock Exchange and the securities registration andsettlement institution to directly lock the relevant shares. If theinvestigation conclusion reveals any violations of laws or regulations,we undertake to voluntarily use the locked-up shares for the relevantinvestor compensation arrangements. 3. During the aforementionedstatutory and voluntary lock-up periods, the relevant shares obtainedby us through the Transaction and any additional shares resulting fromrights issues, conversion of capital reserve to share capital, or otherreasons by the Listed Company shall all be subject to the abovementioned share lock-up arrangements. 4. Upon the expiration of thelock-up period, and provided that the unlocking conditions (if any)stipulated in the relevant agreements for the Transaction signed by usare met, the transfer and trading of the Listed Company's sharesacquired by us through asset subscription in the Transaction shall behandled in accordance with the then-effective laws, regulations, and therules and regulations of the Shanghai Stock Exchange and the ChinaSecurities Regulatory Commission. 5. We are aware of the legalconsequences that may arise from breaching the above commitments.We undertake that in case of any breach of the above commitments, itwill bear the corresponding legal liabilities in accordance with thiscommitment and relevant laws and regulations. This commitment shall

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Commitment party	Commitmenttype	Main content
		not be unilaterally revoked for any reason from the date it is made.
Anhui Huiyuan,Zhongshan Guoyuan	CommitmentonShareLock-up	1. The shares of the Listed Company obtained by us through theTransaction shall not be transferred or entrusted to others formanagement within 36 months from the date of registration under ourname (hereinafter referred to as the "Statutory Lock-up Period"), norshall the Listed Company repurchase the shares of the Listed Companyheld by us. During the lock-up period, without the consent of the ListedCompany, the shares of the Listed Company obtained by us throughthe Transaction shall not be subject to mortgage, pledge, guarantee,priority rights, or other third-party rights, nor shall we use the shares ofthe Listed Company we hold for financial transactions such as stockpledge repurchase. 2. If the information disclosed or provided for theTransaction is suspected of containing false records, misleadingstatements, or material omissions, leading to an investigation byjudicial authorities or an inquiry by the CSRC, prior to the conclusionof such investigation, we will not transfer any shares in the ListedCompany in which we hold an interest, and within two trading daysupon receiving the investigation notice, and will submit a writtenapplication for the suspension of transfer along with details of therelevant stock account to the Board of the Listed Company; the Boardwill then apply on our behalf to the Stock Exchange and the securitiesregistration and settlement institution for the locking of the said shares;if the application for share locking is not submitted within two tradingdays, we hereby authorize the Board, upon verification, to directlysubmit our identity information and account details to the StockExchange and the securities registration and settlement institution toapply for the locking of the relevant shares; if the Board fails to submitour identity information and account details to the Stock Exchange andthe securities registration and settlement institution, we herebyauthorize the Stock Exchange and the securities registration andsettlement institution to directly lock the relevant shares. If theinvestigation conclusion reveals any illegal or non-compliant activities,we undertake that the locked-up shares will be voluntarily used forrelevantinvestorcompensationarrangements.3.Duringtheaforementioned statutory and voluntary lock-up periods, the relevantshares obtained by us through the Transaction and any additional sharesresulting from rights issues, conversion of capital reserve to sharecapital, or other reasons by the Listed Company shall all be subject tothe above-mentioned share lock-up arrangements. 4. Upon theexpiration of the lock-up period, and provided that the unlockingconditions (if any) stipulated in the relevant agreements for theTransaction signed by us are met, the transfer and trading of the ListedCompany's shares acquired by us through asset subscription in theTransaction shall be handled in accordance with the then-effectivelaws, regulations, and the rules and regulations of the Shanghai StockExchange and the China Securities Regulatory Commission. 5. We areaware of the legal consequences that may arise from breaching theabove commitments. We undertake to bear corresponding legalliabilities in accordance with this commitment and relevant laws andregulations in case of any breach of the above commitments. Thiscommitment shall not be unilaterally revoked for any reason from thedate it is made.

(IV) Important commitments made by the Target Company and its directors, senior officers, and actual controllers

{49}------------------------------------------------

Commitmentparty	Commitmenttype	Main content
TargetCompany	Commitmentonlegality,compliance,and integrity	1. We are legally established and validly existing, and have not committed orbeen suspected of any material violation of laws or regulations since theestablishment. 2. Neither us nor our directors, supervisors, and seniorofficers/key officers are subject to any ongoing criminal investigation byjudicial authorities for suspected crimes or any ongoing investigation by theCSRC for suspected violations of laws or regulations. In the last five years, wehave not been subject to any criminal penalties or securities market-relatedadministrative penalties, and there have been no material civil litigations orarbitrations related to economic disputes. In the last five years, we have notfailed to repay large-sum debts on schedule, failed to fulfill commitments,been subject to administrative regulatory measures by the CSRC, or beensubject to disciplinary sanctions by the Stock Exchange. 3. In case of anybreach of the above statements and commitments, we shall be liable for thecorresponding legal liabilities.
	Commitmentonconfidentialitymeasures andsystemadoptedfortheTransaction	1. When we conducted consultations with the relevant parties to theTransaction on related matters, necessary and sufficient confidentialitymeasures were taken, the scope of access to relevant sensitive information wasrestricted, and such information was ensured to be kept under control. 2. Weand our relevant personnel have strictly fulfilled the confidentiality obligationsin all relevant aspects of participating in the formulation and demonstration ofthe Transaction plan. 3. In strict accordance with the Regulatory Guidelinesfor Listed Companies No. 5 - Management System for Registration of Insidersof Listed Companies and other relevant regulations, we have strictly controlledthe scope of insiders, promptly recorded the insiders and the planning processduring the stages of discussion, planning, demonstration, and consultation,prepared the registration form for insiders and the memorandum of thetransaction process, and submitted them to the Shanghai Stock Exchange in atimely manner. 4. We have repeatedly supervised and reminded insiders tostrictly abide by the confidentiality system and fulfill their confidentialityobligations, and not to disclose or leak inside information or use insideinformation to trade the Company's stock before such information is disclosedin accordance with the law. Prior to convening the Board meeting to deliberateon the Transaction, we strictly fulfilled the confidentiality obligations.
	Commitmenton the absenceofcircumstancesprecludingparticipationin any majorassetrestructuringofalistedcompany	1. Neither us, our controlling shareholders, actual controllers, directors,supervisors, senior officers, nor the institutions controlled by each of us haveleaked inside information about the Transaction or engaged in insider tradingusing information about the Transaction. There are no circumstances wherethey are under investigation for suspected insider trading related to theTransaction or where such an investigation has not yet concluded with adetermination of liability. In the last 36 months, there have been nocircumstances where we were barred from participating in any major assetrestructuring of any Listed Company due to administrative penalties imposedby the China Securities Regulatory Commission or criminal liability pursuedby judicial authorities for suspected insider trading related to a major assetrestructuring. 2. We are not in a situation where it is prohibited fromparticipating in a major asset restructuring under Article 12 of the RegulatoryGuidelines for Listed Companies No. 7 - Regulation of Abnormal Trading inStocks Related to Major Asset Restructuring of Listed Companies. 3. Weundertake to take necessary measures to strictly keep confidential anymaterials and information related to the Transaction. 4. The abovecommitments are true, complete, and accurate. In case of any breach of theabove commitments that causes losses to the Listed Company or investors, wewill bear corresponding legal liabilities in accordance with the law.
	Letterofcommitmentonthetruthfulness,accuracy, andcompleteness	1. All materials related to the Transaction provided by us to the ListedCompany (and the intermediary agencies it engages, the same below) are true,accurate, and complete original written materials or copies and information,and the copies or photocopies are consistent with their original materials ororiginals; all signatures and seals on all documents are authentic and have beenvalidly authorized; there are no false records, misleading statements, or

{50}------------------------------------------------

Commitmentparty	Commitmenttype	Main content
	oftheinformationprovided	material omissions; the counterparty assumes legal liability for theauthenticity, accuracy, and completeness of the information provided; if anylosses are caused to the Listed Company or investors due to false records,misleading statements, or material omissions in the information provided, wewill bear individual and joint legal liabilities in accordance with the law. 2.We warrant that all explanations, statements, and commitments issued for theTransaction are true, accurate, and complete, and do not contain any falserecords, misleading statements, or material omissions, and we shall bearindividual and joint legal liabilities for any such false records, misleadingstatements, or material omissions. 3. We will promptly provide the ListedCompany with information related to the Transaction and warrant that theinformation provided is true, accurate, and complete, and that there are no falserecords, misleading statements, or material omissions; if any loss is caused tothe Listed Company or investors due to false records, misleading statements,or material omissions in the information provided, we will bear the liabilityfor compensation in accordance with the law.
Directors,supervisors,seniorofficers andActualControllers ofthe TargetCompany	Commitmenton the absenceofcircumstancesprecludingparticipationin any majorassetrestructuringofalistedcompany	1. Neither I nor the institutions controlled by me have leaked insideinformation about the Transaction or engaged in insider trading usinginformation about the Transaction. There are no circumstances where we areunder investigation for suspected insider trading related to the Transaction orwhere such an investigation has not yet concluded with a determination ofliability. In the last 36 months, there have been no circumstances where wewere prohibited from participating in any major asset restructuring of anylisted company due to administrative penalties imposed by the ChinaSecurities Regulatory Commission or being held criminally liable by judicialauthorities for suspected insider trading related to a major asset restructuring.2. I am not in a situation where I am prohibited from participating in a majorasset restructuring under Article 12 of the Regulatory Guidelines for ListedCompanies No. 7 - Regulation of Abnormal Trading in Stocks Related toMajor Asset Restructuring of Listed Companies. 3. I undertake to takenecessary measures to strictly keep confidential any materials and informationrelated to the Transaction. 4. The above commitments are true, complete, andaccurate. In case of any breach of the above commitments that causes lossesto the Listed Company or investors, I will bear corresponding legal liabilitiesin accordance with the law.
	Statement andcommitmentonlegality,compliance,and integrity	1. I am not subject to any ongoing criminal investigation by judicial authoritiesfor suspected crimes or any ongoing investigation by the CSRC for suspectedviolations of laws or regulations. In the last five years, I have not been subjectto any criminal penalties or securities market-related administrative penalties,and there have been no material civil litigations or arbitrations related toeconomic disputes. In the last five years, I have not failed to repay large-sumdebts on schedule, failed to fulfill its commitments, been subject toadministrative regulatory measures by the CSRC, or been subject todisciplinary sanctions by the Stock Exchange. 2. If any loss is caused to theListed Company or other investors as a result, I undertake to compensate theListed Company or other investors in accordance with the law.
	Commitmentonthetruthfulness,accuracy, andcompletenessoftheinformationprovided	1. All materials and information related to the Transaction provided by me tothe Listed Company (and the intermediary agencies it engages, the samebelow) are true, accurate, and complete original written materials or copiesand information, and the copies or photocopies are consistent with the originalmaterials or originals; all signatures and seals on all documents are authenticand have been validly authorized; there are no false records, misleadingstatements, or material omissions; the counterparty assumes legal liability forthe authenticity, accuracy, and completeness of the information provided; ifany losses are caused to the Listed Company or investors due to false records,misleading statements, or material omissions in the information provided, Ishall bear individual and joint legal liabilities in accordance with the law. 2. Iwarrant that all explanations, statements, and commitments issued for theTransaction are true, accurate, and complete, with no false records, misleading

{51}------------------------------------------------

Commitmentparty	Commitmenttype	Main content
		statements, or material omissions, and it bears joint and several legal liabilityfor any such false records, misleading statements, or material omissions. 3. Iwill promptly provide the Listed Company with information related to theTransaction and warrant that the information provided is true, accurate, andcomplete, and that there are no false records, misleading statements, ormaterial omissions; if any losses are caused to the Listed Company or investorsdue to false records, misleading statements, or material omissions in theinformation provided, I shall be liable for compensation in accordance withthe law.

Ming Yang Smart Energy Group Limited 22 January,2026

AI assistant

Ming Yang Smart Energy Group Ltd. — M&A Activity 2026

10605_rns_2026-01-22_e8bdfccd-75f2-46cc-8840-a061c6690f6b.pdf

Proposal of Ming Yang Smart Energy Group Limited on Issuance of Shares and Cash Payment for Asset Acquisition, Raising of Supporting Funds and RelatedParty Transactions

Statement of the Listed Company

Statement of the Counterparty

Contents

Definitions

Material Matters

I. Brief introduction to the Transaction Plan

(I) Overview of the Transaction Plan

(II) Valuation of the Transaction Target

(III) Payment method for the Transaction

(IV) Issuance of shares for asset acquisition

II. Brief introduction to the raising of supporting funds

(I) Arrangement for raising of supporting funds

(II) Specific plan for raising of supporting funds

III. Impact of the Transaction on the Listed Company

(I) Impact of the Transaction on the primary business of the Listed Company

1. Expand the Listed Company's strategic development space in the energy sector

2. Strengthen industrial chain synergies and accelerate the integration of photovoltaic business

3. Optimize business structure and enhance anti-cyclical capabilities and long-term profitability

(II) Impact of the Transaction on the equity structure of the Listed Company

(III) Impact of the Transaction on the key financial indicators of the Listed Company

IV. Decision-making and approval procedures already completed and yet to be completed for the Transaction

(I) Decision-making and approval procedures already completed for the Transaction

(II) Decision-making and approval procedures yet to be completed for the Transaction

V. Share reduction plans of the Listed Company's controlling shareholder and its persons acting in concert, directors, and senior officers from the disclosure date of the Restructuring Proposal to its completion

VI. Arrangements for the protection of the rights and interests of minority investors in the Transaction

(I) Strictly fulfill the information disclosure obligations of the Listed Company

(II) Strictly implement relevant review procedures

(III) Provide an online voting platform for the Shareholders' Meeting

(IV) Ensure fair and equitable pricing for the Transaction

(V) Arrangements for filling return in case the Transaction may dilute current earnings per share

(VI) Share lock-up arrangements

(VII) Improve the profit distribution policies and strengthen the investor return mechanism

VII. Disclosures to be made

Material risks

I. Risks related to the Transaction

(I) Risk of failure to obtain relevant approvals for the Transaction

(II) Risk of the Transaction being suspended, terminated, or canceled

(III) Risk that the audit and valuation work of the target assets has not yet been completed

(IV) Risk of adjustment or change to the Transaction Plan

(V) Risk of post-acquisition integration

(VI) Risk of failure to implement or under-subscription of the raised supporting funds

(VII) Risk of dilution of the Listed Company's immediate returns

II. Risks Related to the Target Assets

(I) Risks of lower-than-expected downstream market expansion and intensified competition

(II) Risks of client concentration and changes in downstream industrial policies

(III) Risk of loss of core talent

(IV) Management risks brought by business expansion

Section I Overview of the Transaction

I. Background

(I) National policies are continuously designed to encourage M&A and support the Listed Company in its transition and upgrade toward new quality productive forces

(II) Accelerated development of downstream industries brings development opportunities for power supply systems

II. Purpose

(I) Expand the Listed Company's strategic development space in the energy sector

(II) Strengthen industrial chain synergies and accelerate the integration of photovoltaic business

(III) Optimize business structure and enhance anti-cyclical capabilities and long-term profitability

III. Specific plan

(I) Issuance of shares and cash payment for asset acquisition

(II) Raising of supporting funds

IV. Nature

(I) The Transaction is not expected to constitute a major asset restructuring

(II) The Transaction is expected to constitute a related-party transaction

(III) The Transaction is not expected to constitute a restructuring listing

V. Valuation and pricing of the Target Assets

VI. Specific plan for issuance of shares and cash payment for asset acquisition

(I) Par value, class, and listing venue of the shares to be issued

(II) Counterparties

(III) Pricing method and price for the issuance of shares

1. Pricing reference date

2. Issue price and pricing principle

(IV) Number of shares to be issued

(V) Lock-up period arrangement

(VI) Arrangement for gains and losses during the transition period

(VII) Arrangement for accumulated undistributed profits

VII. Specific plan for raising of supporting funds

(I) Pricing method and price for the issuance of shares

1. Pricing reference date

Ming Yang Smart Energy Group Ltd. M&A Activity 2026