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 TRANSACTION

ACQUISITION OF 74.60% OF THE EQUITY INTEREST IN JIANGSU TRIUMPH NEW MATERIAL CO., LTD. THROUGH CAPITAL INCREASE

CAPITAL INCREASE AGREEMENT

The Board hereby announces that on 30 December 2024, the Company entered into the Capital Increase Agreement with Suqian Development, Cixi New Energy and Shuyang Trading (each as an original shareholder of Jiangsu Triumph), pursuant to which the parties conditionally agreed that (i) the Company shall inject RMB373,000,000 in cash to subscribe for the newly increased registered capital of RMB373,000,000 in Jiangsu Triumph; and (ii) Suqian Development (as one of the original shareholders of Jiangsu Triumph) shall inject an additional RMB124,780,000 in cash to subscribe for the newly increased registered capital of RMB124,780,000 in Jiangsu Triumph, representing approximately 74.60% and 25.00% of the enlarged registered capital of Jiangsu Triumph, respectively.

Upon Completion, Jiangsu Triumph will be held as to 74.60%, 25.00%, 0.32% and 0.08% by the Company, Suqian Development, Cixi New Energy and Shuyang Trading, respectively. As Jiangsu Triumph will become a subsidiary of the Company upon Completion, its financial results will be consolidated in the accounts of the Group.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios in respect of the transaction contemplated under the Capital Increase Agreement 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.

GENERAL INFORMATION

The Company will convene the EGM for the Shareholders to consider and, if thought fit, approve the transaction contemplated under the Capital Increase Agreement. The relevant notice of the EGM will be despatched to the Shareholders as soon as practicable.

Completion is subject to the fulfillment of certain conditions set out in the Capital Increase Agreement. Accordingly, the Capital Increase may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

INTRODUCTION

CAPITAL INCREASE AGREEMENT

The principal terms of the Capital Increase Agreement are summarized below:

Date

30 December 2024

Parties

(i) The Company (as a capital contributor);
(ii) Suqian Development (as a capital contributor and one of the original shareholders);
(iii) Cixi New Energy (as one of the original shareholders); and
(iv) Shuyang Trading (as one of the original shareholders).

Capital Increase

Pursuant to the terms and conditions of the Capital Increase Agreement, (i) the Company will inject RMB373,000,000 in cash to subscribe for the newly increased registered capital of RMB373,000,000 in Jiangsu Triumph; and (ii) Suqian Development will inject an additional RMB124,780,000 in cash to subscribe for the newly increased registered capital of RMB124,780,000 in Jiangsu Triumph, representing approximately 74.60% and 25.00% of the enlarged registered capital of Jiangsu Triumph, respectively. Cixi New Energy and Shuyang Trading have agreed to waive their pre-emptive right to subscribe for the additional registered capital under the Capital Increase.

After the aforementioned capital contribution is fully paid, it will be fully included in the paid-in capital of Jiangsu Triumph, and the registered capital of Jiangsu Triumph will be increased from RMB2,220,000 to RMB500,000,000.

Shareholding Structure

The shareholding structure of Jiangsu Triumph immediately before and after the Completion is as follows:

Shareholder(s)	Before the Capital Increase		After the Capital Increase
	Paid-in capital contribution (RMB0'000)	Shareholding percentage of registered capital (%)	Subscribed capital contribution (RMB0'000)	Shareholding percentage of registered capital (%)
The Company	-	-	37,300	74.60%
Suqian Development	22	9.91%	12,500	25.00%
Cixi New Energy	160	72.07%	160	0.32%
Shuyang Trading	40	18.02%	40	0.08%
Total	222	100%	50,000	100%

After the capital contribution under the Capital Increase is fully paid, the paid-in capital contributions of the Company, Suqian Development, Cixi New Energy and Shuyang Trading shall be RMB373,000,000, RMB125,000,000, RMB1,600,000 and RMB400,000, respectively, and the proportion of their paid-in capital contributions will be 74.60%, 25.00%, 0.32% and 0.08%, respectively.

Consideration and Basis of Determination

The capital contribution of the Company under the Capital Increase is RMB373,000,000.

Having considered, among other things, (i) the total asset valuation and net asset valuation of the entire equity interest of Jiangsu Triumph as appraised by an independent appraiser using the asset-based approach as of the Valuation Benchmark Date were RMB930,390,500 and RMB5,165,900, respectively; and (ii) the existing capital of Jiangsu Triumph as of the date of this announcement has been paid up on the basis of a contribution price of RMB1 per RMB1 of increased registered capital, the parties have agreed after arm's length negotiations that the contribution price shall be determined on the basis of a contribution price of RMB1 per RMB1 of increased registered capital. Therefore, the capital contribution payable by the Company for the newly increased registered capital of RMB373,000,000 shall be RMB373,000,000, and the capital contribution payable by Suqian Development for the newly increased registered capital of RMB124,780,000 shall be RMB124,780,000.

Payment Terms

The Consideration is to be satisfied by the Company by payment in cash in the following manner:

Within 10 working days after the Capital Increase Agreement becomes effective and the market supervision registration of changes in relation to the Capital Increase is completed, the Company shall pay RMB150,000,000, i.e. 40% of the Consideration (at the same time Suqian Development shall pay RMB50,050,000, i.e. 40% of its corresponding capital contribution amount); and
Prior to 30 October 2025, the Company shall pay RMB223,000,000, i.e., the remaining 60% of the Consideration (at the same time, Suqian Development shall pay RMB74,730,000, i.e., the remaining 60% of its corresponding capital contribution amount).

Handover

The handover benchmark date shall be 31 January 2025 (or such other date as determined by the parties after negotiation). In order to complete the handover, the Company will appoint personnel (the “Company’s Handover Personnel”) to carry out stocktake, confirmation and handover work in relation to the assets of Jiangsu Triumph at its factory, and results of the stocktake shall be signed and confirmed by the parties. At the same time, the Company will engage an intermediary to conduct a handover audit (or review) of Jiangsu Triumph and issue an audit/review report of Jiangsu Triumph as of the handover benchmark date (the “Handover Audit Report”).

Cixi New Energy and Shuyang Trading shall guarantee that the Company’s Handover Personnel may enter Jiangsu Triumph’s factory site and that it will cooperate with the Company in completing the handover.

Registration of Changes Procedures

The parties shall complete the market supervision registration procedures for changes in relation to the Capital Increase within 30 working days from the effective date of the Capital Increase Agreement.

Completion

The Capital Increase shall be completed on the day following the handover benchmark date or the day on which the market supervision registration procedures of changes are completed (whichever is earlier). Upon Completion, Jiangsu Triumph will be held as to 74.60%, 25.00%, 0.32% and 0.08% by the Company, Suqian Development, Cixi New Energy and Shuyang Trading, respectively, and the parties will enjoy the rights and assume the obligations of shareholders in proportion to their respective shareholdings, unless otherwise agreed in the Capital Increase Agreement and related legal documents.

As Jiangsu Triumph will become a subsidiary of the Company upon Completion, its financial results will be consolidated into the accounts of the Group.

Treatment of Profits and Losses

The accumulated undistributed profits, if any, of Jiangsu Triumph as of the Valuation Benchmark Date and the profits and losses realized from the day after the Valuation Benchmark Date shall be borne and enjoyed by all shareholders according to their shareholding ratios upon Completion.

Treatment of Creditors' Rights

The Capital Increase only involves a change of the shareholders of Jiangsu Triumph, and Jiangsu Triumph shall still retain its legal person status. All creditors' rights such as prepayments and receivables formed in the course of manufacturing and operation of Jiangsu Triumph shall continue to be enjoyed by Jiangsu Triumph after the Capital Increase, and the original shareholders (i.e. Cixi New Energy, Shuyang Trading and Suqian Development) shall guarantee that such creditors' rights are true and valid.

Treatment of Debts and Guarantees

The Capital Increase only involves a change of the shareholders of Jiangsu Triumph, and Jiangsu Triumph shall still retain its legal person status. Liabilities that have been recorded in the Handover Audit Report shall continue to be retained in Jiangsu Triumph and shall be repaid by Jiangsu Triumph after the Capital Increase. However, contingent liabilities caused by the original shareholders (i.e. Cixi New Energy, Shuyang Trading and Suqian Development) and not reflected and accrued in the Handover Audit Report shall be borne by such original shareholders to the Company in accordance with the terms of the Capital Increase Agreement.

Corporate Governance and Personnel Arrangement

After Completion, the board of directors and senior management of Jiangsu Triumph shall be formed as follows:

the board of directors shall consist of five directors, including four shareholder representative directors, three of whom shall be nominated by the Company and one by Suqian Development, and shall be elected by a shareholders' meeting; and one employee representative director, who shall be democratically elected by an employee (representative) meeting. The board of directors shall have one chairman, who shall be a director nominated by the Company and elected by the board of directors;
the general manager of Jiangsu Triumph shall be nominated by the Company and appointed by the board of directors; the deputy general manager shall be nominated by the general manager (among which Cixi New Energy and Shuyang Trading shall have the right to jointly recommend a deputy general manager candidate) and appointed by the board of directors; the person in charge of finance shall be nominated by the general manager based on the recommended candidates of the Company and appointed by the board of directors.

Effective Date

The Capital Increase Agreement shall become effective on the date on which all of the following conditions have been satisfied:

the Capital Increase Agreement has been signed by the legal representatives or authorized representatives of the parties and sealed by the parties;
the transaction contemplated under the Capital Increase Agreement has been approved by the competent authority of the Company;
the transaction contemplated under the Capital Increase Agreement has been approved by the competent authority of Suqian Development.

REASONS FOR AND BENEFIT OF ENTERING INTO THE CAPITAL INCREASE AGREEMENT

The Group’s main business includes the production and sales of photovoltaic glass. By way of merger and acquisition, the Capital Increase will expand the scale of the Group’s business, and achieve rapid development of the Company, which is in line with the Company’s long-term development strategy, and is conducive to the Company’s further optimizing and improving the planning of its main business, strengthening and optimizing its core business, boosting its sustainable development capabilities, and consolidating and elevating its industry position. The Company will take advantage of the later advantage of Jiangsu Triumph’s production lines under construction and to be constructed to expand regional market share and enhance market competitiveness with the strategy of “large tonnage, multi-specification and low cost”.

The Company currently expects that the Consideration will be financed by its own funds and bank loans, which will not adversely affect the Company’s daily operations, financial stability and liquidity. Meanwhile, in view of the fact that the industrial chain of the photovoltaic industry is still confronted with severe challenges and the photovoltaic industry has entered into a period of deep-level adjustment, in the actual production and operation process of Jiangsu Triumph in the future, impacts from fluctuations in the supply and demand structure, less-than-expected industry demand and intensified market competition may bring the risk of uncertainty to investment returns. In this regard, the Company will build a specialized and efficient operation and management team, strengthen internal synergies and cooperation, enhance risk control measures, and actively prevent and respond to relevant risks.

The terms of the Capital Increase Agreement (including the Consideration) have been determined after arm’s length negotiations between the parties and are on normal commercial terms. The Board is of the view that the Capital Increase Agreement and the transaction contemplated thereunder are in the ordinary and usual course of business of the Group and on normal commercial terms, and that the relevant terms are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

INFORMATION ON JIANGSU TRIUMPH

Jiangsu Triumph

Jiangsu Triumph is a company established in the PRC with limited liability on 20 July 2021, which is mainly engaged in glass manufacturing, research and development of emerging energy technologies and other businesses. Currently, Jiangsu Triumph is constructing a project with an annual output of 1.5 million tons of ultra-thin packaging materials for photovoltaic modules (the "Project") in the Yunhe Suqian Port Industrial Park in Sucheng District, Suqian City. The project is to be constructed in two phases, and a total of two 1200t/d solar photovoltaic substrate production lines and related ancillary facilities will be constructed in the first phase, and another two 1200t/d solar photovoltaic substrate production lines and related ancillary facilities will be constructed in the second phase. Before entering into the Capital Increase Agreement, Jiangsu Triumph has entered into an entrustment management agreement (the "Entrustment Management Agreement") with CLFG, a substantial shareholder of the Company, since 1 September 2023, pursuant to which the parties agreed that CLFG would provide entrustment management services to Jiangsu Triumph to facilitate the construction and trial production of the Project. Prior to the date of this announcement, CLFG and Jiangsu Triumph have entered into an entrustment management termination agreement to terminate the Entrustment Management Agreement and the transactions contemplated thereunder.

As at the date of this announcement and immediately prior to Completion, Jiangsu Triumph is held as to 72.07%, 18.02% and 9.91% by Cixi New Energy, Shuyang Trading and Suqian Development, respectively.

Financial Information of Jiangsu Triumph

The financial information of Jiangsu Triumph prepared in accordance with the China's Accounting Standards for Business Enterprises for the two financial years ended 31 December 2022 and 31 December 2023 is set out below:

	For the year ended
	31 December
	2022	2023
	RMB	RMB
	(Unaudited)	(Audited)
Income	-	883,926.08
Net profit/(loss) before tax	(300)	(843,474.52)
Net profit/(loss) after tax	-	(632,605.89)

As of the Valuation Benchmark Date, the book value of the audited net assets of Jiangsu Triumph was RMB1,431,704.

INFORMATION ON THE PARTIES

The principal activities of the Company are production and sales of new energy glass. The scope of business includes development, production, manufacturing and installation of new energy glass, photoelectric material for functional glass category and its processed products and components, relevant materials, mechanical equipment and its electric appliances and accessories, together with provision of relevant technical consultancy and technical services, as well as sales and aftersales services of self-produced products.

Suqian Development is a company established in the PRC with limited liability and its principal business is investment in infrastructure construction and asset management. To the best of the knowledge of the Directors after making reasonable enquiries, as of the date of this announcement, Suqian Development is held as to 51% by Suqian Industry Development Group Co., Ltd. (宿遷產業發展集團有限公司) and as to 49% by Suqian City Huinong Industrial Development Co., Ltd. (宿遷市惠農產業發展股份有限公司). Suqian Industry Development Group Co., Ltd. is wholly owned by Suqian Municipal People's Government, while Suqian City Huinong Industrial Development Co., Ltd. is owned as to 95% by Jiangsu Sucheng State-owned Assets Management Co., Ltd. (江蘇宿城國有資產經營管理有限公司). The ultimate beneficial owner of Jiangsu Sucheng State-owned Assets Management Co., Ltd. is Sucheng District People's Government of Suqian City. As such, their ultimate beneficial owners are all PRC government authorities as defined in Rule 19A.04 of the Listing Rules.

Cixi New Energy is a company established in the PRC with limited liability and its principal business is the research and development of new energy power generation products and the sales of solar photovoltaic products. To the best of the knowledge of the Directors after making reasonable enquiries, as of the date of this announcement, Cixi New Energy is held as to 99% by Xu Jie.

Shuyang Trading is a company established in the PRC with limited liability and its principal business is the sales of electronic products, computer consumables, glass raw materials, glass products, solar energy components and solar cells. To the best of the knowledge of the Directors after making reasonable enquiries, as of the date of this announcement, Shuyang Trading is held as to 99% by Zhou Guofei.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of Suqian Development, Cixi New Energy and Shuyang Trading and their respective ultimate beneficial owners is an independent third party.

LISTING RULES IMPLICATIONS

GENERAL INFORMATION

As the transaction contemplated under the Capital Increase Agreement constitutes a connected transaction of the Company under the SSE Listing Rules based on the principle of prudence, the transaction contemplated under the Capital Increase Agreement is subject to the approval of the Shareholders at an extraordinary general meeting (the "EGM"). For details, please refer to the Announcement on External Investment of Triumph New Energy Company Limited dated 30 December 2024 published by the Company on the website of the SSE.

10 -

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 SSE and subscribed for and traded in RMB

"Board"
the board of Directors

"Capital Increase"
the matters relating to (i) the Company's injection of RMB373,000,000 in cash to subscribe for the newly increased registered capital of RMB373,000,000 in Jiangsu Triumph, and acquire 74.60% equity interests in Jiangsu Triumph; and (ii) Suqian Development's injection of an additional RMB124,780,000 in cash to subscribe for the newly increased registered capital of RMB124,780,000 in Jiangsu Triumph, and thereafter hold 25.00% equity interests in Jiangsu Triumph, under the Capital Increase Agreement

"Capital Increase Agreement"
the capital increase agreement entered into between the Company, Suqian Development, Cixi New Energy and Shuyang Trading on 30 December 2024 in respect of the Capital Increase

"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 SSE (stock code: 600876), respectively

"Completion"
completion of the Capital Increase in accordance with the terms and conditions of the Capital Increase Agreement

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

"Consideration"
the capital contribution payable by the Company in respect of the Capital Increase pursuant to the terms and conditions of the Capital Increase Agreement

"Directors"
the directors of the Company

11 -

“Group” the Company and its subsidiaries

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

“Independent Third Party(ies)” third party(ies) independent of and not connected with the Company and any of its connected persons

“Independent Valuer” China Enterprise Appraisals Co., Ltd. * (北京中企華資產評估有限責任公司)

“Jiangsu Triumph” Jiangsu Triumph New Material Co., Ltd.* (江蘇凱盛新材料有限公司), a company established in the PRC with limited liability and is owned as to 72.07%, 18.02% and 9.91% by Cixi New Energy, Shuyang Trading and Suqian Development, respectively, as at the date of this announcement and immediately prior to Completion

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

“CLFG” China Luoyang Float Glass (Group) Company Limited* (中國洛陽浮法玻璃集團有限責任公司), a company established in the PRC with limited liability and a substantial shareholder of the Company, which directly holds 17.22% equity interests in the Company

“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

“Cixi New Energy” Cixi Guangnian New Energy Technology Co., Ltd.* (慈溪市光年新能源科技有限公司), a company established in the PRC with limited liability

“RMB” Renminbi, the lawful currency of the PRC

“SSE” Shanghai Stock Exchange

“SSE Listing Rules” The Rules Governing the Listing of Stocks on the SSE

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

12 -

“Shuyang Trading” Shuyang Jingze Electronic Trading Co., Ltd.* (沭陽競澤電子貿易有限公司), a company established in the PRC with limited liability

“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

“Suqian Development” Suqian Canal Harbor Area Development Group Co., Ltd.* (宿遷市運河港區開發集團有限公司), a company established in the PRC with limited liability

“Valuation Benchmark Date” 31 October 2024

“%” per cent

By order of the Board

Triumph New Energy Company Limited

Xie Jun

Chairman

Luoyang, the PRC

30 December 2024

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

For identification purposes only
13 -

AI assistant

RoboSense Technology Co., Ltd M&A Activity 2024

50628_rns_2024-12-30_7e23dc1d-cce6-4bd4-ae63-3035a28a8c49.pdf

凯盛新能源股份有限公司

DISCLOSABLE TRANSACTION

ACQUISITION OF 74.60% OF THE EQUITY INTEREST IN JIANGSU TRIUMPH NEW MATERIAL CO., LTD. THROUGH CAPITAL INCREASE

CAPITAL INCREASE AGREEMENT

LISTING RULES IMPLICATIONS

GENERAL INFORMATION

INTRODUCTION

CAPITAL INCREASE AGREEMENT

Date

Parties

Capital Increase

Shareholding Structure

Consideration and Basis of Determination

Payment Terms

Handover

Registration of Changes Procedures

Completion

Treatment of Profits and Losses

Treatment of Creditors' Rights

Treatment of Debts and Guarantees

Corporate Governance and Personnel Arrangement

INFORMATION ON JIANGSU TRIUMPH

Jiangsu Triumph

Financial Information of Jiangsu Triumph

INFORMATION ON THE PARTIES

LISTING RULES IMPLICATIONS

GENERAL INFORMATION

DEFINITIONS

AI assistant

RoboSense Technology Co., Ltd — M&A Activity 2024

50628_rns_2024-12-30_7e23dc1d-cce6-4bd4-ae63-3035a28a8c49.pdf

凯盛新能源股份有限公司

DISCLOSABLE TRANSACTION

ACQUISITION OF 74.60% OF THE EQUITY INTEREST IN JIANGSU TRIUMPH NEW MATERIAL CO., LTD. THROUGH CAPITAL INCREASE

CAPITAL INCREASE AGREEMENT

LISTING RULES IMPLICATIONS

GENERAL INFORMATION

INTRODUCTION

CAPITAL INCREASE AGREEMENT

Date

Parties

Capital Increase

Shareholding Structure

Consideration and Basis of Determination

Payment Terms

Handover

Registration of Changes Procedures

Completion

Treatment of Profits and Losses

Treatment of Creditors' Rights

Treatment of Debts and Guarantees

Corporate Governance and Personnel Arrangement

INFORMATION ON JIANGSU TRIUMPH

Jiangsu Triumph

Financial Information of Jiangsu Triumph

INFORMATION ON THE PARTIES

LISTING RULES IMPLICATIONS

GENERAL INFORMATION

DEFINITIONS

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RoboSense Technology Co., Ltd M&A Activity 2024