RoboSense Technology Co., Ltd — Board/Management Information 2024

Dec 6, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

凯盛新能源股份有限公司

Triumph New Energy Company Limited

(Formerly known as “LUOYANG GLASS COMPANY LIMITED 洛陽玻璃股份有限公司”) (a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock code: 01108)

(1) RESIGNATION OF NON-EXECUTIVE DIRECTORS;
(2) NOMINATION OF EXECUTIVE DIRECTOR AND NON-EXECUTIVE DIRECTOR;
(3) RETIREMENT OF VICE PRESIDENTS; AND
(4) APPOINTMENT OF VICE PRESIDENT

The Board hereby announces that with effect from 6 December 2024:

1. Mr. Zhang Chong resigned as a non-executive Director and a member of the strategic committee of the Board of the Company; Mr. Sun Shizhong and Dr. Pan Jingong resigned as non-executive Directors of the Company.
2. Following the consideration and approval at the 28th meeting of the tenth session of the Board of the Company, Mr. Chen Peng and Ms. Wu Dan were nominated as the candidates for executive Director and non-executive Director of the tenth session of the Board of the Company, respectively, and they will be duly appointed upon the approval by the shareholders of the Company at the EGM.
3. Mr. Yang Bomin and Mr. Yin Xinjian retired as the vice presidents of the Company.
4. Mr. Chen Peng was appointed as the executive vice president of the Company.

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The board (the "Board") of directors (the "Directors") of Triumph New Energy Company Limited (the "Company") hereby announces that:

(1) RESIGNATION OF NON-EXECUTIVE DIRECTORS

Due to work adjustment, Mr. Zhang Chong ("Mr. Zhang") has resigned as a non-executive Director and a member of the strategic committee of the Board of the Company; Mr. Sun Shizhong ("Mr. Sun") and Dr. Pan Jingong ("Dr. Pan") have resigned as non-executive Directors of the Company, such resignations will take effect from 6 December 2024.

Each of Mr. Zhang, Mr. Sun and Dr. Pan has confirmed that (i) he has no claim against the Company in respect of his resignation; (ii) he has no disagreement with the Board; and (iii) there is no matter in relation to his resignation that needs to be brought to the attention of the shareholders of the Company.

The Board would like to take this opportunity to express its gratitude and appreciation to Mr. Zhang, Mr. Sun and Dr. Pan for their valuable contribution to the Company during their tenure of office.

(2) NOMINATION OF EXECUTIVE DIRECTOR AND NON-EXECUTIVE DIRECTOR

Based on the nomination by Triumph Science & Technology Co., Ltd., an indirect controlling shareholder of the Company, and the review of the nomination committee of the Board, the Board recommends Mr. Chen Peng ("Mr. Chen") and Ms. Wu Dan ("Ms. Wu") as the candidates for executive Director and non-executive Director of the tenth session of the Board, respectively. The Board considers that both Mr. Chen and Ms. Wu meet the qualifications for directorship and convened the 28th meeting of the tenth session of the Board on 6 December 2024 to consider and approve the resolution in relation to the nomination of Mr. Chen as a candidate for executive Director and Ms. Wu as a candidate for non-executive Director.

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The biographical details of Mr. Chen are set out below:

Chen Peng, male, aged 48, bachelor degree, is an engineer. He served as the deputy general manager of Tengzhou Branch of Shandong Jinjing Science & Technology Co., Ltd.* (山東金晶科技有限公司), the executive deputy general manager of Henan Zhonglian Glass Co., Ltd. (河南省中聯玻璃有限責任公司), a member of the Party committee and the acting executive vice president of China Yaohua Glass Group Corporation Co., Ltd. (中國耀華玻璃集團有限公司), the general manager and deputy secretary of the Party committee of Henan Zhonglian Glass Co., Ltd. (河南省中聯玻璃有限責任公司), the deputy general manager and technical director of Triumph Glass Holding Co., Ltd. (凱盛玻璃控股有限公司), and the deputy secretary of the Party committee, director and executive deputy general manager of China Yaohua Glass Group Corporation Co., Ltd. (中國耀華玻璃集團有限公司). As at the date of this announcement, he was appointed as the executive vice president of the Company (please refer to the paragraph headed “(4) APPOINTMENT OF VICE PRESIDENT” below for details).

Save as disclosed above, Mr. Chen does not hold any position in the Company or any other members of the Company, nor did he hold any directorship in any other public companies (whose securities are listed on any securities market in Hong Kong or overseas) in the last three years.

Biographical details of Ms. Wu are set out as follows:

Wu Dan, female, aged 38, holds a master's degree. She currently serves as the deputy department head of the Legal & Compliance Department of Triumph Science & Technology Group Co., Ltd. (凱盛科技集團有限公司). She worked as a lawyer of Beijing Weiji Law Firm (北京偉基律師事務所), a lawyer of Real Long Law Firm (北京潤朗律師事務所) and a general counsel of the Legal & Compliance Department of Triumph Science & Technology Group Co., Ltd. (凱盛科技集團有限公司).

Save as disclosed above, Ms. Wu does not hold any position in the Company or any other members of the Company, nor did she hold any directorship in any other public companies (whose securities are listed on any securities market in Hong Kong or overseas) in the last three years.

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Length of Service and Emolument

The appointments of Mr. Chen as an executive Director and Ms. Wu as a non-executive Director will be subject to the approval by the shareholders of the Company at an extraordinary general meeting (the “EGM”), with a term from the date of consideration and approval at the EGM until the expiry of the term of the tenth session of the Board.

Save for the fact that Mr. Chen will in his capacity as the executive vice president of the Company receive a corresponding remuneration (please refer to the paragraph headed “(4) APPOINTMENT OF VICE PRESIDENT” below for details), Mr. Chen and Ms. Wu, respectively as executive Director and non-executive Director of the Company will not receive any Director’s emolument or remuneration from the Company.

Relationships

Save as disclosed above, Mr. Chen and Ms. Wu are not connected with any Directors, supervisors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

So far as the Board is aware, as of the date of this announcement, each of Mr. Chen and Ms. Wu does not have or is not deemed to have any interest in the shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Matters that Need to be Brought to the Attention of the Shareholders

Save as disclosed above, so far as the Board is aware, there are no other matters or information relating to the appointments of Mr. Chen as an executive Director and Ms. Wu as a non-executive Director that need to be brought to the attention of the shareholders of the Company or disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”).

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(3) RETIREMENT OF VICE PRESIDENTS

Due to work arrangement of the Company, Mr. Yang Bomin (“Mr. Yang”) and Mr. Yin Xinjian (“Mr. Yin”) have retired as the vice presidents of the Company, such retirements will take effect from 6 December 2024.

(4) APPOINTMENT OF VICE PRESIDENT

Upon the nomination by the president of the Company and the review by the nomination committee of the Board, the Board convened the 28th meeting of the tenth session of the Board on 6 December 2024, which also considered and approved the appointment of Mr. Chen as the executive vice president of the Company for a term from the date of the consideration and approval by the Board, i.e. 6 December 2024, until the expiry of the term of the tenth session of the Board.

Please refer to the paragraph headed “(2) NOMINATION OF EXECUTIVE DIRECTOR AND NON-EXECUTIVE DIRECTOR” above for the biography and other details of Mr. Chen.

Remuneration Plan

The remuneration of Mr. Chen (as executive vice president) consists of (a) basic annual salary; (b) annual performance-related pay; and (c) outstanding contribution bonus and term incentive.

(a) Basic Annual Salary

Executive vice president
RMB600,000 (before tax)

(b) Annual Performance-related Pay

The annual performance-related pay standard is a floating standard. Annual performance-related pay standard = basic annual salary (monthly standard) × 12 × performance coefficient of the current year. The performance coefficient is determined according to the return on net assets of the current year.

The annual performance-related pay of the executive vice president is determined according to 90%–100% of that of the president.

Annual performance-related pay = annual performance-related pay standard × assessment coefficient

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(c) Outstanding Contribution Bonus and Term Incentive

Outstanding contribution bonus and term incentive shall be proposed by the president and considered and determined by the remuneration and review committee of the Board.

Matters that Need to be Brought to the Attention of the Shareholders

Save as disclosed above, so far as the Board is aware, there are no other matters or information relating to the appointment of Mr. Chen as the executive vice president of the Company that need to be brought to the attention of the shareholders of the Company or disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

(5) EGM

The appointments of Mr. Chen as an executive Director of the tenth session of the Board and Ms. Wu as a non-executive Director of the tenth session of the Board are subject to the approval by the shareholders of the Company at the EGM before coming into effect.

The EGM will be convened to enable the shareholders of the Company to consider and approve, if thought fit, resolutions in relation to the appointments of Mr. Chen as an executive Director of the tenth session of the Board and Ms. Wu as a non-executive Director of the tenth session of the Board. A circular in relation to the aforesaid resolutions, together with the notice of the EGM, will be despatched to the shareholders of the Company as soon as practicable.

By order of the Board
Triumph New Energy Company Limited
Xie Jun
Chairman

Luoyang, the PRC
6 December 2024

As at the date of this announcement, the Board comprises three executive Directors: Mr. Xie Jun, Mr. Zhang Rong and Mr. He Qingbo; and four independent non-executive Directors: Ms. Zhang Yajuan, Mr. Chen Qisuo, Mr. Fan Baoqun and Ms. Yuan Jian.

• For identification purposes only