RoboSense Technology Co., Ltd — Proxy Solicitation & Information Statement 2024

Dec 6, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Triumph New Energy Company Limited, you should at once hand this circular to the purchaser(s) or the transferee(s), or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or the transferee(s).

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

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) APPOINTMENT OF MR. CHEN PENG AS AN EXECUTIVE DIRECTOR OF THE TENTH SESSION OF THE BOARD; AND
(2) APPOINTMENT OF MS. WU DAN AS A NON-EXECUTIVE DIRECTOR OF THE TENTH SESSION OF THE BOARD

Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those set out in the section headed “Definitions” of this circular.

A letter from the Board is set out on pages 1 to 5 of this circular.

A notice convening the EGM to be held at the conference room of the Company on 3rd Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC at 9:00 a.m. on Monday, 30 December 2024 is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.zhglb.com).

Whether or not you are able to attend the EGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, or to the Company’s registered address at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC as soon as possible and in any event not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

6 December 2024

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CONTENTS

Page

DEFINITIONS ... ii
LETTER FROM THE BOARD ... 1
NOTICE OF EGM ... EGM-1

• i -

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DEFINITIONS

In this circular, unless otherwise specified, the following expressions shall have the following meanings:

"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 and traded in RMB

"Board"
the board of Directors

"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

"Director(s)"
the director(s) of the Company, including the independent non-executive director(s) of the Company

"EGM"
the extraordinary general meeting of the Company to be convened at 9:00 a.m. on Monday, 30 December 2024 for Shareholders to consider and, if thought fit, approve the appointments of (1) Mr. Chen Peng as an executive Director of the tenth session of the Board; and (2) Ms. Wu Dan as a non-executive Director of the tenth session of the Board

"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

"Latest Practicable Date"
2 December 2024, being the latest practicable date for the purpose of ascertaining certain information contained in this circular prior to its publication

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange

• ii -

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DEFINITIONS

"PRC" the People's Republic of China, for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"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

• For identification purposes only

• iii -

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LETTER FROM THE BOARD

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)

Executive Directors:

Mr. Xie Jun

Mr. Zhang Rong

Mr. He Qingbo

Independent non-executive Directors:

Ms. Zhang Yajuan

Mr. Chen Qisuo

Mr. Fan Baoqun

Ms. Yuan Jian

Registered Office:

No. 9 Tang Gong Zhong Lu

Xigong District

Luoyang Municipal

Henan Province

The PRC

(1) APPOINTMENT OF MR. CHEN PENG AS AN EXECUTIVE DIRECTOR OF THE TENTH SESSION OF THE BOARD; AND
(2) APPOINTMENT OF MS. WU DAN AS A NON-EXECUTIVE DIRECTOR OF THE TENTH SESSION OF THE BOARD

Reference is made to the announcement (the "Announcement") of the Company dated 6 December 2024 in relation to, among other things, the nomination of executive Director and non-executive Director (the "Nomination").

The purpose of this circular is to set forth further information relating to the proposed appointments of (1) Mr. Chen Peng as an executive Director of the tenth session of the Board; and (2) Ms. Wu Dan as a non-executive Director of the tenth session of the Board pursuant to the Nomination, as well as the notice of the EGM.

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LETTER FROM THE BOARD

APPOINTMENTS OF MR. CHEN PENG AS AN EXECUTIVE DIRECTOR OF THE TENTH SESSION OF THE BOARD AND MS. WU DAN AS A NON-EXECUTIVE DIRECTOR OF THE TENTH SESSION OF THE BOARD

As set out in the Announcement, on 6 December 2024, the Board has considered and approved the resolution in relation to the nomination of Mr. Chen Peng ("Mr. Chen") as a candidate for executive Director of the tenth session of the Board and Ms. Wu Dan ("Ms. Wu") as a candidate for non-executive Director of the tenth session of the Board, which is now submitted to the EGM for consideration and approval.

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 and Ms. Wu as the candidates for the 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.

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). On 6 December 2024, upon the nomination by the president of the Company and the review of the nomination committee of the Board, he was appointed by the Board to act as the executive vice president of the Company (please refer to the Announcement 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.

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LETTER FROM THE BOARD

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

Wu Dan, female, aged 38, holds a master’s degree. 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), and 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).

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.

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 at 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 executive vice president of the Company receive a corresponding remuneration (please refer to the Announcement 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 Latest Practicable Date, 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).

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LETTER FROM 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 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 or disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. The above proposed appointments are subject to the approval of the Shareholders by way of cumulative voting at the EGM. Ordinary resolutions in relation to the above proposed appointments of Mr. Chen as an executive Director and Ms. Wu as a non-executive Director will be proposed to be approved by the Shareholders at the EGM.

EGM

The EGM will be held by the Company for the Shareholders to consider and, if thought fit, approve the ordinary 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 notice convening the EGM to be held at 9:00 a.m. on Monday, 30 December 2024 at the conference room of the Company on 3rd Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC is set out on pages EGM-1 to EGM-3 of this circular.

A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.zhglb.com). Whether or not you are able to attend the EGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, or to the Company's registered address at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC as soon as possible and in any event not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting of the Company shall be taken by poll unless the chairman of the meeting decides in good faith to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement of the poll results will be issued by the Company in the manner specified in Rule 13.39(5) of the Listing Rules after the EGM.

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LETTER FROM THE BOARD

RECOMMENDATIONS

The Directors are of the view that 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 in the interests of the Company and the Shareholders as a whole. Therefore, the Board recommends the Shareholders to vote in favour of the ordinary 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 to be proposed at the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

By order of the Board

Triumph New Energy Company Limited

Xie Jun

Chairman

6 December 2024

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NOTICE OF EGM

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)

NOTICE OF THE 2024 THIRD EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 third extraordinary general meeting of the Company (the “EGM”) of Triumph New Energy Company Limited (the “Company”) will be held at the conference room of the Company on 3rd Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the People’s Republic of China (the “PRC”) at 9:00 a.m. on Monday, 30 December 2024 for the purpose of considering and, if thought fit, passing the following resolutions:

Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 6 December 2024 (the “Circular”).

ORDINARY RESOLUTIONS

1. To consider and approve the appointment of Mr. Chen Peng as an executive Director of the tenth session of the Board of the Company

2. To consider and approve the appointment of Ms. Wu Dan as a non-executive Director of the tenth session of the Board of the Company

3. EGM-1 -

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NOTICE OF EGM

And THAT any Director and the company secretary of the Company be and are hereby authorised to do all such acts and things and to execute all such documents as they may in their absolute discretion deem fit and necessary in order to effect and implement the above resolutions.

(For details of the above resolutions, please refer to the Circular.)

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 notice, 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.

Notes:

1. Holders of the Company's H Shares, whose names appear on the register of members maintained by the Company's H share registrar, Computershare Hong Kong Investor Services Limited on 30 December 2024, are entitled to attend and vote at the EGM. The register of members of the Company's H Shares will be closed from 23 December 2024 to 30 December 2024 (both days inclusive), during which no transfer of H Shares will be effected in order to determine the list of holders of H Shares eligible to attend the EGM. Holders of the Company's H Shares who wish to attend the EGM must lodge all share transfer forms accompanied by the relevant H share certificates with the Company's H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong by 4:30 p.m. on 20 December 2024.

2. Any Shareholder entitled to attend and vote at the EGM may appoint a proxy or proxies (who need not be a Shareholder) to attend and vote at the EGM on his/her behalf. If more than one proxies are appointed by a Shareholder, such proxies may only vote on a poll.

3. Shareholders may appoint a proxy in written form (i.e. through the enclosed proxy form). The proxy form shall be signed by the appointer or his/her attorney as authorised. If the proxy form is signed by a person under a power of attorney or authority on behalf of the appointer, the power of attorney or other authorisation documents must be notarised by a notary public. The proxy form together with such power of attorney or other authorisation documents as notarised by a notary public (if any) must be lodged at the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong or with the Company at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof.

4. EGM-2 -

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NOTICE OF EGM

1. Shareholders or their proxies shall produce their proofs of identity when attending the EGM. A proxy of a Shareholder who is appointed to attend the EGM shall produce the proxy form at the same time.

2. The EGM is expected to last for about 30 minutes. Shareholders and their proxies attending the EGM should be responsible for their own traveling and accommodation expenses.

3. The Company’s registered address is as follows:

No. 9 Tang Gong Zhong Lu, Xigong District
Luoyang Municipal, Henan Province
the People’s Republic of China
Postal Code: 471009
Tel: 86-379-6390 8961
Fax: 86-379-6325 1984

1. Completion and return of the proxy form will not preclude Shareholders from subsequently attending and voting in person at the EGM or any adjournment thereof should they so wish.

2. EGM-3 -