Accidental phosgene exposure can result in acute lung injury (ALI). Mesenchymal stem cells (MSCs) have been found to alleviate phosgene-induced ALI. However, the mechanism of MSCs underlying such protective effect remains largely unexplored. Exosomes, important components of microenvironment, are closely associated with intercellular information transfer. In the present study, we isolated lung exosomes in rats after phosgene exposure by ultracentrifugation and explored their effects on MSCs in vitro. ALI exosomes were elliptical in shape and 50–200 nm in size. ALI exosomes could promote proliferation and migration of MSCs. Moreover, ALI exosomes increased the secretion of IL-10, leading to enhanced immunoregulatory properties of MSCs. The paracrine factors, VEGF, HGF, LL-37 and Ang-1, were also augmented by ALI exosomes. However, ALI exosomes had no effect on differentiation of MSCs towards lung alveolar cells. To identify the effective miRNAs in ALI exosomes, we performed miRNA profile analysis. MiR-28-5p was considered as a possible effective molecule. We further studied the effect of miR-28-5p on MSCs. MiR-28-5p mimic promoted proliferation, migration, immunomodulation of MSCs. MiR-28-5p mimic promoted the paracrine of VEGF, HGF, LL-37 and Ang-1. Besides, we explored molecular mechanism of miR-28-5p in MSCs. PI3K/Akt signaling pathway was found significantly augmented by miR-28-5p mimic, indicating the activation in this process. Taken together, our findings could help identify the effects of lung-derived exosomes on MSCs, and the effective molecule in exosomes, miR-28-5p, activated MSCs through PI3K/Akt signaling pathway.