Ming Yuan Cloud : PROPOSALS FOR RE-ELECTION OF DIRECTORS; RE-APPOINTMENT OF AUDITOR; GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; ADOPTION OF SHARE OPTION SCHEME; DECLARATION AND PAYMENT OF FINAL DIVIDEND; AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Ming Yuan Cloud Group Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or the transferee or to the bank, licensed securities dealer, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Ming Yuan Cloud Group Holdings Limited

明源雲集團 控股有限公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 909)

PROPOSALS FOR

RE-ELECTION OF DIRECTORS;

RE-APPOINTMENT OF AUDITOR;

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;

ADOPTION OF SHARE OPTION SCHEME;

DECLARATION AND PAYMENT OF FINAL DIVIDEND;

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Ming Yuan Cloud Group Holdings Limited to be held at Room New York, 501-509 East Block, Skyworth Semiconductor Design Building, 18 Gaoxin South 4th Road, Gaoxin Community, Yuehai Subdistrict, Nanshan District, Shenzhen, the PRC on Friday, June 11, 2021 at 10:30 a.m. is set out on pages 33 to 39 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.mingyuanyun.com). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting if they so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

The Company will implement the following prevention and control measures at the Annual General Meeting against the pandemic to protect the Shareholders or proxies from the risk of infection:

• compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue and anyone with abnormal body temperature may be denied entry into the venue;
• every Shareholder or proxy is required to bring and wear surgical face masks during their attendance of the Annual General Meeting;
• no distribution of corporate gifts and no refreshments will be served;
• Shareholders or proxies who attend the Annual General Meeting need to maintain a safe and appropriate social distance;
• hand sanitizers will be provided to the Shareholders or proxies at the Annual General Meeting venue to safeguard their health and safety; and
• other measures may be required by governmental bodies.

Any person who is in violation of the prevention and control measures or is under quarantine as required by the government of Shenzhen may be denied entry into the venue. The Company recommends Shareholders to exercise their voting rights by appointing the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.

May 12, 2021

		CONTENTS
			Page
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . .	1
DEFINITIONS . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD
Introduction . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Proposed Re-appointment of Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Issue Mandate	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Extension of the Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Adoption of Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Final Dividend	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Form of Proxy	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Voting by Poll	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Recommendation . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
APPENDIX I	-	DETAILS OF DIRECTORS PROPOSED
		FOR RE-ELECTION. . . . . . . . . . . . . . . . . . . . . . . . . . .	16
APPENDIX II	-	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . .	19
APPENDIX III	-	PRINCIPAL TERMS OF SHARE OPTION SCHEME . .	23
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	33

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing development of COVID-19 pandemic and recent requirements for prevention and control of its spread by the government of Shenzhen, the Company recommends Shareholders to exercise their voting rights by appointing the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person. Shareholders are reminded that physical attendance at the Annual General Meeting is not necessary for the purpose of exercising the voting rights. Shareholders who choose to do so should take action as soon as possible to ensure the proxy instructions reach our share registrar not less than 48 hours before the time fixed for holding the Annual General Meeting.

The Company will implement the following prevention and control measures at the Annual General Meeting against the pandemic to protect the Shareholders or proxies from the risk of infection:

• compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue and anyone with abnormal body temperature may be denied entry into the venue;
• every Shareholder or proxy is required to bring and wear surgical face masks during their attendance of the Annual General Meeting;
• no distribution of corporate gifts and no refreshments will be served;
• Shareholders or proxies who attend the Annual General Meeting need to maintain a safe and appropriate social distance;
• hand sanitizers will be provided to the Shareholders or proxies at the Annual General Meeting venue to safeguard their health and safety; and
• other measures may be required by governmental bodies.

Any person who is in violation of the prevention and control measures or is under quarantine as required by the government of Shenzhen may be denied entry into the venue.

As a precautionary safety measure, seating at the Annual General Meeting will be arranged so as to reduce interaction between participants. As a result, there will be limited capacity for Shareholders to attend the Annual General Meeting.

Shareholders are in any event asked (a) to consider carefully the risk of attending the Annual General Meeting, which will be held in an enclosed environment; (b) to follow any requirements or guidelines of the government of Shenzhen relating to COVID-19 in deciding whether or not to attend the Annual General Meeting in person or vote by proxy; and (c) not to attend the Annual General Meeting if they have contracted or are suspected to have contracted COVID-19 or have been in close contact with anybody who has contracted or is suspected to have contracted COVID-19.

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

The Company may be required to change the Annual General Meeting arrangements at short notice if COVID-19 situation in Shenzhen will be evolved. Shareholders should constantly visit either to the Stock Exchange website at www.hkex.com.hk or the Company's website at www. mingyuanyun.com for future announcement(s) and updates on the Annual General Meeting arrangements.

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Adoption Date"	the date on which the Share Option Scheme is adopted by
	an ordinary resolution to be passed by the Shareholders at
	the Annual General Meeting
"Annual General Meeting"	the annual general meeting of the Company to be held at
	Room New York, 501-509 East Block, Skyworth
	Semiconductor Design Building, 18 Gaoxin South 4th
	Road, Gaoxin Community, Yuehai Subdistrict, Nanshan
	District, Shenzhen, the PRC on Friday, June 11, 2021 at
	10:30 a.m., or any adjournment thereof and notice of
	which is set out on pages 33 to 39 of this circular
"Articles of Association"	the articles of association of the Company, as amended
	from time to time
"associates"	has the meaning ascribed thereto under the Listing Rules
"Board"	the board of Directors
"business day"	a day upon which the Stock Exchange is open for
	securities trading
"Companies Law"	the Companies Law Cap. 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands, as
	amended, supplemented or otherwise modified from time
	to time
"Company"	Ming Yuan Cloud Group Holdings Limited (明源雲集團
	控股有限公司), an exempted company with limited
	liability incorporated in the Cayman Islands on July 3,
	2019, the Shares of which are listed on the Main Board of
	the Stock Exchange
"Consolidated Affiliated Entity"	the entity that the Group controls through contractual
	arrangements
"Director(s)"	the director(s) of the Company

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