RoboSense Technology Co., Ltd — Capital/Financing Update 2025

Jun 27, 2025

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)

DISCLOSABLE AND CONNECTED TRANSACTION

(1) INVESTMENT OF A NON-WHOLLY OWNED SUBSIDIARY IN THE CONSTRUCTION OF 2000T/D ULTRA-THIN PACKAGING MATERIAL FOR PHOTOVOLTAIC MODULES PROJECT; AND

(2) CAPITAL INCREASE IN A NON-WHOLLY OWNED SUBSIDIARY

INVESTMENT OF A NON-WHOLLY OWNED SUBSIDIARY IN THE CONSTRUCTION OF 2000T/D ULTRA-THIN PACKAGING MATERIAL FOR PHOTOVOLTAIC MODULES PROJECT

The Board hereby announces that on 27 June 2025, the Board considered and approved the investment of Zigong New Energy, a non-wholly owned subsidiary of the Company, in the construction of 2000t/d ultra-thin packaging material for photovoltaic modules project, which will be used for the ordinary and usual course of business of the Group.

The scope of work of the Project includes the construction of one 2000t/d ultra-clear photovoltaic rolled glass production line, eight ultra-thin packaging material production lines for photovoltaic modules and other ancillary facilities, with a total investment of approximately RMB1,399,220,000.

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CAPITAL INCREASE IN A NON-WHOLLY OWNED SUBSIDIARY

The Board hereby announces that on 27 June 2025, the Board also considered and approved a capital injection by the Company, together with Zigong Jinma, in cash totaling RMB500,000,000 into Zigong New Energy, a non-wholly owned subsidiary of the Company, in accordance with the Company’s and Zigong Jinma’s respective shareholdings in Zigong New Energy, i.e., the Company and Zigong Jinma will inject in cash RMB300,000,000 and RMB200,000,000, respectively, into Zigong New Energy, which will be used for the investment in the construction of the Project.

Upon completion of the Capital Increase, the registered capital of Zigong New Energy will be increased from RMB500,000,000 to RMB1,000,000,000, while the respective shareholdings of the Company and Zigong Jinma in Zigong New Energy will remain unchanged, i.e., maintained at 60% and 40%, respectively.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the Capital Increase exceed 5% but all of them are less than 25%, the Capital Increase constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

As Zigong Jinma is a substantial shareholder of Zigong New Energy, a non-wholly owned subsidiary of the Company, Zigong Jinma is a connected person of the Company at the subsidiary level, and the Capital Increase constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Meanwhile, since (i) the Board has approved the Capital Increase; and (ii) the independent non-executive Directors have confirmed that the terms of the Capital Increase are fair and reasonable, on normal commercial terms or better, and in the interests of the Company and the Shareholders as a whole, the Capital Increase is exempt from the circular, independent financial advice and Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

INVESTMENT OF A NON-WHOLLY OWNED SUBSIDIARY IN THE CONSTRUCTION OF 2000T/D ULTRA-THIN PACKAGING MATERIAL FOR PHOTOVOLTAIC MODULES PROJECT

The Board hereby announces that on 27 June 2025, the Board considered and approved the investment of Zigong New Energy, a non-wholly owned subsidiary of the Company, in the construction of 2000t/d ultra-thin packaging material for photovoltaic modules project, which will be used for the ordinary and usual course of business of the Group.

The scope of work of the Project includes the construction of one 2000t/d ultra-clear photovoltaic rolled glass production line, eight ultra-thin packaging material production lines for photovoltaic modules and other ancillary facilities, with a total investment of approximately RMB1,399,220,000.

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Details of the construction plan of the Project are set out as follows:

1. Project name : Zigong New Energy 2000t/d Ultra-Thin Packaging Material for Photovoltaic Modules Project
2. Construction entity : Zigong New Energy
3. Construction site : Yantan Industrial Park, Yantan District, Zigong City, Sichuan Province
4. Scope of work : A new plot of land of 558 acres on the west side of the existing manufacturing plant of Zigong New Energy will be acquired to construct a 2,000 t/d ultra-clear photovoltaic rolled glass production line, along with eight ultra-thin packaging material production lines for photovoltaic modules, rolling combined workshop, deep processing workshop, raw material system, glass crushing system, 110kV substation and other buildings, with a total construction area of 185,170.79 m². In addition, auxiliary production facilities will include a circulating water system, power supply and distribution system, wastewater treatment system, air compression system, waste heat power station and wall-mounted photovoltaic power station.
5. Construction period : 12 months
6. Investment estimation : The total investment of the Project is estimated to be RMB1,399,220,000, among which construction investment is estimated to be RMB1,362,290,000, interest during the construction period is estimated to be RMB12,930,000 and initial working capital is estimated to be RMB24,000,000.

CAPITAL INCREASE IN A NON-WHOLLY OWNED SUBSIDIARY

On 27 June 2025, the Board also considered and approved a capital injection by the Company, together with Zigong Jinma, in cash totaling RMB500,000,000 into Zigong New Energy, a non-wholly owned subsidiary of the Company, in accordance with the Company's and Zigong Jinma's respective shareholdings in Zigong New Energy, i.e., the Company and Zigong Jinma will inject in cash RMB300,000,000 and RMB200,000,000, respectively, into Zigong New Energy, which will be used for the investment in the construction of the Project.

Upon completion of the Capital Increase, the registered capital of Zigong New Energy will be increased from RMB500,000,000 to RMB1,000,000,000, while the respective shareholdings of the Company and Zigong Jinma in Zigong New Energy will remain unchanged, i.e., maintained at 60% and 40%, respectively.

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Upon completion of the Capital Increase, Zigong New Energy will continue to be a subsidiary of the Company, and the financial results of Zigong New Energy will continue to be consolidated in the accounts of the Group.

Consideration and basis of determination

The capital contributions payable by the Company and Zigong Jinma under the Capital Increase shall be RMB300,000,000 and RMB200,000,000, respectively. The amounts of the aforementioned capital contributions were determined after arm's length negotiations between the Company and Zigong Jinma, taking into account the working capital required by Zigong New Energy for the completion of the construction of the Project and the respective shareholdings of the Company and Zigong Jinma in Zigong New Energy.

Payment terms

The consideration under the Capital Increase is to be satisfied by the Company and Zigong Jinma by payment in cash in the following manner:

1. By 31 August 2025, the Company and Zigong Jinma will respectively pay RMB48,000,000 and RMB32,000,000, totaling RMB80,000,000 as the first instalment of the capital contributions under the Capital Increase;
2. By 31 December 2026, the Company and Zigong Jinma will respectively pay RMB252,000,000 and RMB168,000,000 to settle in full the remaining capital contributions under the Capital Increase.

The capital contributions payable by the Company and Zigong Jinma under the Capital Increase will be fully credited to the paid-up capital of Zigong New Energy.

REASONS FOR AND BENEFITS OF INVESTMENT IN THE CONSTRUCTION OF THE PROJECT AND THE CAPITAL INCREASE

The Group's main business includes the production and sales of photovoltaic glass. To help the Group proactively cope with industry competition and challenges by increasing the proportion of large-tonnage advanced production capacity, the Company intends to invest in the construction of the Project through Zigong New Energy, a non-wholly owned subsidiary. At the same time, to ensure the smooth implementation of the Project, the Company intends to carry out the Capital Increase for Zigong New Energy, a non-wholly owned subsidiary, being the construction entity of the Project.

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The Board is of the view that the investment in the construction of the Project has strong competitive advantages in terms of process technology, production line scale and product variety, which is in line with the long-term development strategy of the Group, and will help accelerate the implementation of the “low-cost, large-tonnage, multi-specification” business strategy, improve production efficiency, reduce unit manufacturing costs, which will in turn further consolidate and enhance the industry position and market competitiveness of the Group.

The Company currently expects that the consideration payable by it under the Capital Increase will be financed by its own funds, which will not adversely affect the Company’s daily operations, financial stability and liquidity.

At the same time, the Project has a large construction scale and a long construction period, and there may be uncertainties such as delays and changes during the implementation process. In addition, the overall photovoltaic industry remains in a severe situation, and there may be risks relating to macroeconomic policies, market conditions, operational management and other aspects after the Project is put into operation, with the return on investment being uncertain. To this end, the Company and its non-wholly owned subsidiary, Zigong New Energy will maintain good communication and cooperation with all parties, adjust the schedule and resource allocation of the Project based on actual circumstances, while being fully mindful of external factors such as environment and market changes, strengthening risk management, improving internal controls, continuously enhancing operational management capabilities, and actively preventing and responding to the aforementioned risks.

Having considered the above, the Board (including the independent non-executive Directors) is of the view that the Capital Increase and its terms are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

INFORMATION ON ZIGONG NEW ENERGY

Zigong New Energy is a company established in the PRC with limited liability and is principally engaged in the research and development as well as production and sales of solar photovoltaic glass and highly-processed glass. As at the date of this announcement, Zigong New Energy is held as to 60% by the Company and 40% by Zigong Jinma.

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As Zigong Jinma is a substantial shareholder of Zigong New Energy, a non-wholly owned subsidiary of the Company, Zigong Jinma is a connected person of the Company at the subsidiary level, and the Capital Increase constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Meanwhile, since (i) the Board has approved the Capital Increase; and (ii) the independent non-executive Directors have confirmed that the terms of the Capital Increase are fair and reasonable, on normal commercial terms or better, and in the interests of the Company and the Shareholders as a whole, the Capital Increase is exempt from the circular, independent financial advice and Shareholders' approval requirements under Chapter 14A of the Listing Rules.

GENERAL

Save as disclosed herein, none of the Directors has a material interest in the Capital Increase or is required to abstain from voting on the relevant board resolution(s).

DEFINITIONS

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

"A Share(s)"
the domestic ordinary share(s) of RMB1.00 each in the share capital of the Company, which are listed on the Shanghai Stock Exchange and subscribed for and traded in RMB

"Board"
the board of Directors

"Capital Increase"
the matters relating to (i) the injection of RMB300,000,000 by the Company into Zigong New Energy in cash; and (ii) the injection of RMB200,000,000 by Zigong Jinma into Zigong New Energy in cash

"Company"
Triumph New Energy Company Limited, a joint stock limited company incorporated in the PRC with limited liability, the H Shares and A Shares of which are listed on the main board of the Stock Exchange (stock code:1108) and the Shanghai Stock Exchange (stock code: 600876), respectively

"connected person(s)"
has the meaning as ascribed to it under the Listing Rules

"Directors"
the directors of the Company

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“Group” the Company and its subsidiaries

“H Share(s)” the overseas listed foreign share(s) of RMB1.00 each in the share capital of the Company, which are listed on the main board of the Stock Exchange and traded in HK$

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“percentage ratios” has the meaning as ascribed to it under the Listing Rules

“PRC” the People’s Republic of China, for the purpose of this announcement, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“Project” Zigong New Energy 2000t/d Ultra-Thin Packaging Material for Photovoltaic Modules Project

“RMB” Renminbi, the lawful currency of the PRC

“Shareholder(s)” the shareholder(s) of the Company

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“substantial shareholder(s)” has the meaning as ascribed to it under the Listing Rules

“subsidiary(ies)” has the meaning as ascribed to it under the Listing Rules

“Zigong Jinma” Zigong Jinma Industrial Investment Co., Ltd.* (自貢市金馬產業投資有限公司), a company established in the PRC with limited liability

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“Zigong New Energy”

Kaisheng (Zigong) New Energy Co., Ltd.* (凱盛(自貢)新能源有限公司), a company established in the PRC with limited liability, and a non-wholly owned subsidiary of the Company held as to 60% by the Company and 40% by Zigong Jinma as at the date of this announcement

“%”

per cent

By order of the Board

Triumph New Energy Company Limited

Xie Jun

Chairman

Luoyang, the PRC

27 June 2025

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

• For identification purposes only

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