RoboSense Technology Co., Ltd — Governance Information 2025

Jun 27, 2025

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)

IMPLEMENTATION RULES FOR THE STRATEGIC COMMITTEE UNDER THE BOARD OF DIRECTORS

(Revised on 27 June 2025, and considered and approved at the 1st meeting of the eleventh session of the Board of Directors)

CHAPTER 1 GENERAL RULES

Article 1 In order to strengthen the Board of Directors’ decision making function, meet the needs of the Company’s strategic development and improve the Company’s corporate governance structure, the Company’s Board of Directors has set up the Strategic Committee and formulated these Implementation Rules in accordance with the provisions of the Company Law of the People’s Republic of China, the Code of Corporate Governance for Listed Companies and the Articles of Association of Triumph New Energy Company Limited (hereinafter referred to as the “Articles of Association”).

Article 2 The Strategic Committee shall be responsible for studying the Company’s sustainable development strategy and major investment decisions.

CHAPTER 2 COMPOSITION

Article 3 The Strategic Committee shall comprise three to five Directors, at least one of whom shall be an independent Director.

Article 4 The Strategic Committee’s members shall be nominated by the chairman of the Board of Directors, more than half of the independent Directors or at least one third of the entire Board of Directors and then elected by the Board of Directors.

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Article 5 The Strategic Committee shall have a chairman (i.e. the convener), who shall be the chairman of the Board of Directors of the Company.

Article 6 The term of office of the Strategic Committee shall be consistent with that of the Board of Directors. Members of the Committee can be re-elected upon expiry of their terms of office. If a member is no longer the Company’s Director during the period, he/she will automatically lose the qualification to be a member of the Committee and the vacancy shall be filled up by the Committee according to the provisions Articles 3 to 5 above.

CHAPTER 3 TERMS OF REFERENCE

Article 7 The Strategic Committee shall make recommendations to the Board of Directors on the following matters:

(1) development strategy and medium to long term development planning of the Company;
(2) major investment and financing schemes which require the approval of the Board of Directors;
(3) major capital operations and asset management projects which require the approval of the Board of Directors;
(4) the Company’s ESG strategic objectives and reports on ESG issues;
(5) other major issues that may affect the development of the Company.

Article 8 The Strategic Committee shall be accountable to the Board of Directors; and its proposals shall be submitted to the Board of Directors for consideration and approval.

CHAPTER 4 DECISION-MAKING PROCEDURES

Article 9 In the event that any of the matters listed in Article 7 occurs, the relevant departments of the Company shall prepare written materials in a timely manner; and after full deliberation and fulfillment of the relevant procedures, the materials shall be submitted to the chairman of the Strategic Committee for preliminary review. Upon review approval by the chairman of the Strategic Committee, formal proposals(s) shall be submitted to the Strategic Committee.

Article 10 The Strategic Committee shall convene meeting(s) for discussion based on the formal proposal(s) and the results of such discussion result shall be submitted to the Board of Directors.

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CHAPTER 5 RULES OF PROCEDURES

Article 11 The Strategic Committee shall convene at least one meeting each year, and shall give notice to all members of the Strategic Committee three days before the date of the meeting. The meeting shall be presided over by the chairman of the Committee; if the chairman is unable to attend the meeting, he/she may appoint another member (shall be an independent Director) to preside over the meeting. With unanimous consent of all members, the notice period may be exempted from the restrictions of this Article.

Article 12 The meeting of the Strategic Committee shall be held only with the presence of more than two-thirds of the members. Each member of the Committee has one vote; and resolutions of the Committee must be adopted by the affirmative votes of more than half of the members of the Committee.

Article 13 In principle, meetings of the Strategic Committee shall be held in the form of on-site meetings. Meetings may be convened and resolutions may be made by means of telephone conferences, video conferences, or with the aid of communication equipment that allows all members of the Committee to communicate with one another, provided that the members of the Committee can fully express their opinions.

Article 14 Voting at meetings of the Strategic Committee shall be conducted by a show of hands or by email.

Article 15 The Strategic Committee may request persons-in-charge of relevant departments of the Company to be in attendance at the meeting of the Strategic Committee; and the Company's Directors and senior management may also be invited to be in attendance at the meeting when necessary.

Article 16 The Strategic Committee may seek professional advice from intermediary institutions and professionals when necessary, and the expenses so incurred shall be borne by the Company.

Article 17 The convening procedures, voting methods and passing of resolutions by the meeting of the Strategic Committee shall comply with provisions of laws, administrative regulations, the Articles of Association and these Implementation Rules.

Article 18 The Strategic Committee shall keep minutes of its meetings. Drafts and final versions of the minutes shall be sent to all members of the Committee for their comment (in case of draft versions) and records (in case of final versions). within a reasonable period of time after the meeting. Members present at the meetings shall sign on the minute which shall be kept by the secretary to the Board of Directors of the Company.

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Article 19 Any resolution passed or the results of a poll taken at a meeting of the Strategic Committee shall be reported in writing to the Board of Directors of the Company.

Article 20 All members attending meetings of the Strategic Committee are be obliged to keep matters discussed in the meetings confidential and shall not disclose them without permission.

CHAPTER 6 SUPPLEMENTARY PROVISIONS

Article 21 Matters not governed by these Implementation Rules shall be implemented in accordance with the provisions of relevant laws and administrative regulations in China, the listing rules of the stock exchange where the Company’s shares are listed and the Articles of Association. Where there is a conflict between these Implementation Rules and future laws and administrative regulations to be promulgated by China, the listing rules of the stock exchange where the Company’s shares are listed as amended from time to time, or the Articles of Association as amended in accordance with legitimate procedure, the laws and administrative regulations in China, the listing rules of the stock exchange where the Company’s shares are listed and the Articles of Association shall prevail. In these circumstances, these Implementation Rules shall be amended accordingly and then submitted to the Board of Directors for Consideration and approval in a timely manner.

Article 22 The right to interpret these Implementation Rules shall be vested in the Company’s Board of Directors.

Article 23 These Implementation Rules shall become effective from the date of Consideration and approval by the Board of Directors.

• These Implementation Rules have both Chinese and English versions, the English version is for reference only. Should there be any discrepancy between the two versions, the Chinese version shall always prevail.

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