NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 30, 2024 Dear shareholders, Notice is hereby given that Akso Health Group, a Cayman Islands exempted company (the " Company "), will hold its annual ge

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 30, 2024

Notice is hereby given that Akso Health Group,

a Cayman Islands exempted company (the "Company"), will hold its annual general meeting of shareholders (the "AGM")

at Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building, No. 44, Moscow Road, Qianwan Bonded Port Area, Qingdao Pilot Free Trade Zone, China

(Shandong), at 10:00 a.m. (Beijing Time) on April 30, 2024 (the "Notice") for the following purposes:

You can find more information about the agenda

in the Proxy Statement. We are not aware of any other business to come before the AGM.

The board of directors of the Company has fixed

the close of business on March 25, 2024 (Cayman Islands Time) as the record date (the "Record Date") for determining

the shareholders entitled to receive notice of, and to attend and vote at, the AGM or any adjourned or postponed meeting thereof. Accordingly,

only shareholders registered in the register of members of the Company at the close of business on the Record Date are entitled to attend

and vote at the AGM or at any adjournment that may take place. The register of members of the Company will not be closed. Holders of the

Company's American Depositary Shares ("ADSs") who wish to exercise their voting rights for the underlying ordinary

shares of the Company which are represented by their ADSs must act through Citibank, N.A., the depositary of the Company's ADSs,

and should give voting instructions to Citibank, N.A. accordingly.

Your vote is important.

A shareholder entitled to attend and vote at the

AGM is entitled to appoint a proxy to attend and vote instead of such shareholder at the AGM. A proxy need not be a shareholder of the

Company. Any representative of a corporate shareholder attending the AGM would need to produce a letter/board resolutions showing the

authorization to represent such shareholder to the Company.

If you plan to attend the AGM, please notify us

of your intentions. This will assist us with meeting preparations.

Whether or not you propose to attend the AGM in

person, you are strongly advised to complete and return the Proxy Card in accordance with the instructions therein. To be valid, the Proxy

Card must be completed and deposited (together with any power of attorney or other authority under which it is signed or a certified copy

of that power or authority) to the attention of Ms. Yilin (Linda) Wang, CEO, Room 8201, 2nd Floor, Qiantongyuan Building, No. 44,

Moscow Road, Qianwan Bonded Port Area, Qingdao Pilot Free Trade Zone, China (Shandong), as soon as possible and in any event not later

than 48 hours before the time for holding the AGM or any adjourned meeting. Returning the Proxy Card will not preclude you from

attending the AGM and voting in person if you so wish and in such event the proxy shall be deemed to be revoked.

The Notice of the Annual General Meeting of Shareholders,

the Proxy Statement, the Proxy Card and the Company's Annual Report on Form 20-F for the fiscal year ended March 31, 2023

are also available through our website at http://www.ahgtop.com/en/index.html.

The board of directors of the Company (the "Board

of Directors") is soliciting proxies for an annual general meeting of shareholders (the "AGM") to be held

at Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building, No. 44, Moscow Road, Qianwan Bonded Port Area, Qingdao Pilot Free Trade Zone, China

(Shandong) at 10:00 a.m. (Beijing Time) on April 30, 2024.

The purpose of the AGM is to seek shareholders'

such that following such Variation of Share Capital, the authorized issued share capital of the Company will be changed from US$500,000 divided into 5,000,000,000 ordinary shares, par value US$0.0001 each, to US$500,000 divided into 4,500,000,000 Class A ordinary shares, par value US$0.0001 each and 500,000,000 Class B ordinary shares, par value US$0.0001 each, in each case having the respective rights and privileges and being subject to the restrictions set out in the second amended and restated memorandum and articles of association of the Company (to be adopted pursuant to Proposal No. 4 below ("Proposal 3"); and

Our Board of Directors has fixed the close of

business on March 25, 2024 (Cayman Islands Time) as the record date (the "Record Date") for determining the shareholders

entitled to receive notice of, and to attend and vote at, the AGM or any adjourned or postponed meeting thereof.

Accordingly, only shareholders registered in the

register of members of the Company at the close of business on the Record Date are entitled to attend and vote at the AGM or at any adjournment

that may take place. The register of members of the Company will not be closed. Holders of the Company's American Depositary Shares

("ADSs") who wish to exercise their voting rights for the underlying shares represented by their ADSs must act through

Citibank, N.A., the depositary of the Company's ADSs, and should give voting instructions to Citibank, N.A. accordingly.

The quorum required for the AGM consists of one

or more shareholders present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative,

who together hold shares which carry in aggregate not less than one-third of all votes attaching to all issued and outstanding ordinary

shares of our Company that carry the right to vote at the AGM.

Approval of each of the Proposal No. 1 and Proposal

No. 2 will be as an ordinary resolution, which requires the affirmative vote of a simple majority of the votes attached to the ordinary

shares of the Company cast by those shareholders entitled to vote who are present in person or by proxy or, if a corporation or other

non-natural person, by its duly authorized representative, at the AGM. Approval of each of the Proposal No. 3 and Proposal No. 4 will

be as a special resolution, which requires the affirmative vote of not less than two-thirds of the votes attached to the ordinary shares

of the Company cast by those shareholders entitled to vote who are present in person or by proxy or, if a corporation or other non-natural

person, by its duly authorized representative, at the AGM.

The voting results will be announced at the AGM

and published in the Company's report on Form 6-K to be furnished to the SEC after the AGM.

The costs of soliciting proxies will be borne

by the Company. Proxies may be solicited by certain of the Company's directors, officers and regular employees, without additional

compensation, in person or by telephone or electronic mail. Copies of solicitation materials will be furnished to banks, brokerage houses,

fiduciaries and custodians holding in their names the ordinary shares or ADSs beneficially owned by others to forward to those beneficial

Voting by Holders of Ordinary Shares

When proxies are properly dated, executed, and

returned by holders of ordinary shares, the ordinary shares they represent will be voted at the AGM in accordance with the instructions

of the relevant shareholders. If no specific instructions are given by such holders, or in the case of broker's non-votes, the ordinary

shares will be voted at the discretion of the holder of such proxies.

Abstentions by holders of ordinary shares are

included in the determination of the number of ordinary shares present for the purpose of quorum but are not counted as votes for or against

a proposal. Any representative of a corporate shareholder attending the AGM would need to produce a letter/board resolutions showing the

authorization to represent such shareholder to the Company.

Any proxy given pursuant to this solicitation

may be revoked by the person giving it at any time before its use by delivering a written notice of revocation or a duly executed proxy

bearing a later date, or by attending the AGM and voting in person. A written notice of revocation or a duly executed proxy bearing a

later date must be delivered to the attention of the Company no later than 48 hours prior to the time for holding the AGM or any adjourned

Voting by Holders of ADSs

We have requested Citibank, N.A., as depositary

of the ADSs, to deliver to all owners of ADSs the ADS voting instruction cards. Upon timely receiving a duly completed ADS voting instruction

card from an owner of the ADSs, Citibank, N.A. will endeavor, in so far as practicable, to vote or cause to be voted the amount of ordinary

shares represented by such ADSs in accordance with the instructions set forth in the ADS voting instruction card.

If Citibank, N.A. does not receive the voting

instructions from an owner of ADSs on or before the date set forth in the ADS voting instruction card, such owner of ADSs, under the terms

of the deposit agreement, as amended, by and among the Company, Citibank, N.A. and all holders and beneficial owners from time to time

of the ADSs issued thereunder, will be deemed to have instructed Citibank, N.A. to give a discretionary proxy to a person designated by

the Company to vote the amount of ordinary shares represented by such ADSs unless the Company informs Citibank, N.A. that it does not

wish such proxy to be given, that substantial opposition exists to the matters to be voted on at the AGM or that such matters would have

a material adverse impact on the holders of the ordinary shares.

PROPOSAL 1 - APPOINTMENT OF DIRECTORS

The nominees listed below (the "Director

Nominees") have been nominated by the Nominating and Corporate Governance Committee and approved by our Board to stand for election

as directors of the Company. Unless such authority is withheld, proxies will be voted for the appointment of the persons named below,

each of whom has been designated as a nominee. If, for any reason not presently known, any person is not available to serve as a director,

another person who may be nominated will be voted for in the discretion of the proxies.

Unless you indicate otherwise, shares represented

by executed proxies in the form enclosed will be voted for the appointment of each nominee unless any such nominee shall be unavailable,