Securities code: Gcl Energy Technology Co.Ltd(002015) securities abbreviation: Gcl Energy Technology Co.Ltd(002015) Announcement No.: 2022011 Gcl Energy Technology Co.Ltd(002015)
Announcement on the establishment of industrial investment fund in cooperation with CICC Private Equity Investment Management Co., Ltd
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of foreign investment
1. Basic information of foreign investment
In order to better strengthen the influence of Gcl Energy Technology Co.Ltd(002015) (hereinafter referred to as “the company” and ” Gcl Energy Technology Co.Ltd(002015) “) in the existing business field, expand and strengthen the main business, and improve the development and layout ability in clean energy and mobile energy industry, The company or the holding subsidiary designated by the company plans to invest with the general partner CICC Private Equity Investment Management Co., Ltd. (hereinafter referred to as “CICC private”) to establish an industrial investment fund (hereinafter referred to as “industrial investment fund”) focusing on the upstream and downstream of industrial chains such as dual carbon industrial chain (including but not limited to clean energy and mobile energy industrial chain). The total subscribed capital contribution of the industrial investment fund does not exceed RMB 4.5 billion, of which Gcl Energy Technology Co.Ltd(002015) (including the holding subsidiary) plans to subscribe capital contribution with its own funds does not exceed RMB 2.25 billion, and the rest has been raised by CICC private placement.
2. Approval procedures for foreign investment
At the 43rd meeting of the 7th board of directors held on March 4, 2022, the company deliberated and approved the proposal on establishing industrial investment fund in cooperation with CICC private placement. The board of directors agreed that the company and its holding subsidiaries should participate in the establishment of industrial investment fund, and the company (including its holding subsidiaries) should subscribe with its own funds to contribute no more than RMB 2.25 billion, The board of directors authorizes the management of the company to handle all matters related to the establishment of industrial investment fund in this cooperation. According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this investment belongs to the decision-making authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
3. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, this foreign investment does not constitute a connected transaction.
4. According to the measures for the administration of major asset restructuring of listed companies, this foreign investment does not constitute a major asset restructuring as stipulated in the measures for the administration of major asset restructuring of listed companies.
2、 Basic information of partners
Basic information of general partner
1. Name: CICC Private Equity Investment Management Co., Ltd
2. Type: limited liability company
3. Date of establishment: October 30, 2020
4. Registered capital: 500 million yuan
5. Unified social credit Code: 91310000ma1fl7j075
6. Registered address: unit 03, 8th floor, No. 100, south Zhongshan Road, Huangpu District, Shanghai
7. Legal representative: Shan Junbao
8. Business term: from October 30, 2020 to no fixed term
9. Business scope: equity investment management, investment management, asset management and investment consulting (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
10. Registration and filing: CICC Private Equity Investment Management Co., Ltd. has been registered as a private equity subsidiary (equity and venture capital) of securities company in China Fund Industry Association, with Registration No.: gc2 Zhejiang Provincial New Energy Investment Group Co.Ltd(600032) 106.
11. Shareholders: China International Capital Corporation Limited(601995) holds 100% shares of CICC private placement. 12. Description of affiliated relationship or other interests:
CICC private placement has no relationship or interest arrangement with the company and its controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers, and does not hold shares of the company directly or indirectly.
13. Upon inquiry, as of the disclosure date of this announcement, CICC private placement is not a dishonest executee.
3、 Basic information of industrial investment fund
1. Fund Name: CICC GCL carbon neutralization Industry Investment Fund (subject to the name approved by the industry and Commerce)
2. Total subscribed capital contribution of the Fund: RMB 450 million
3. Organizational form: limited partnership
4. Mode of capital contribution: each partner makes capital contribution to the partnership in RMB cash
High quality projects in clean energy and mobile energy industry chain) and other emerging industries supported or encouraged by the state. 4、 Main contents of partnership agreement
The main contents of the partnership agreement to be signed between the company and CICC private placement are as follows:
(I) business scope of the partnership
Venture capital (limited to investment in unlisted enterprises); Equity investment; Asset management services invested by self owned funds (subject to the business scope finally approved by the enterprise registration authority).
(II) term of partnership
The business term of the partnership shall be calculated from the date of the first settlement to the date of expiration of eight years after the date of the first settlement.
The “investment period” refers to the period from the first delivery date to the expiration of five years after the first delivery date.
After the end of the investment period, the remaining operation period of the partnership is the “exit period”. According to the business needs of the partnership, the executive partner may independently decide to extend the withdrawal period for one year. Thereafter, it can be extended for another year with the unanimous consent of all partners.
(III) management and decision-making mechanism
The Investment Committee of the partnership is set up by the executive partner and consists of six members, including three appointed by the executive partner, and two recommended by Gcl Energy Technology Co.Ltd(002015) holding subsidiary Gcl Energy Technology Co.Ltd(002015) Investment Management (Wuxi) Co., Ltd. (hereinafter referred to as ” Gcl Energy Technology Co.Ltd(002015) investment management”) to the executive partner, The remaining limited partners recommend one to the executive partner. The investment committee shall make the final decision on the investment, post investment management and exit of the investment project.
The members of the investment committee may attend and vote in person at the meeting of the investment committee, or other members of the investment committee may be entrusted by the members of the investment committee to attend and vote on their behalf.
One member of the investment committee shall have one vote, and the resolution of the investment committee shall be adopted only after the vote of more than three members of the Investment Committee (including at least one member appointed by the executive partner and one member recommended by Gcl Energy Technology Co.Ltd(002015) Investment Management). If the partnership carries out related party transactions as agreed in the agreement, it shall be approved by all members of the investment committee.
(IV) partners’ meeting
The partners’ meeting is divided into annual meeting and interim meeting.
After the end of the first full year after the initial closing of the partnership, the partnership shall hold an annual meeting every year. The contents of the annual meeting are to communicate information, report the investment situation of the executive partner to other partners, and discuss the matters (if any) that the partners’ meeting has the right to decide according to the agreement. The annual meeting shall not discuss the proposed investment project of the partnership, and other partners shall not exert control over the management and other activities of the partnership through this meeting.
According to the business needs of the partnership, the partners’ meeting is responsible for deliberating the following matters:
(1) Decide on the project investment of the partnership after the end of the investment period;
(2) Decide to remove the executive partner;
(3) Decide to accept the successor executive partner;
(4) Decide that the executive partner will transfer the partnership interests held by him to non related parties;
(5) Decide on the identity conversion of limited partners and general partners;
(6) Decide on the early dissolution of the partnership;
(7) Amend the agreement;
(8) Matters agreed in the agreement that need to be considered by the partners’ meeting or other matters submitted by the executive partner to the partners’ meeting for discussion.
If there is a clear agreement on the number of consents required for the matters discussed at the partners’ meeting, a resolution can be made after obtaining the corresponding consent, Other matters shall be resolved after the consent of all general partners and the consent of the limited partners whose total subscribed capital contribution reaches or exceeds two-thirds (2 / 3) of the total subscribed capital contribution of the limited partners except the defaulting partners.
5、 Impact on listed companies and existing risks
(I) impact of this investment on the company
1. Purpose of foreign investment
As an investment platform to give full play to the industry background advantages of listed companies and the professional operation ability of CICC private placement, the industrial investment fund will focus on the upstream and downstream of industrial chains such as double carbon industrial chain (including but not limited to clean energy and mobile energy industrial chain).
2. Impact on the company
This foreign investment will help promote the company to further expand its strategic development layout and enhance the company’s comprehensive competitiveness. The company expects that this foreign investment will not have a significant impact on the company’s performance in 2022, and there will be no damage to the interests of listed companies and shareholders.
(II) existing risks
During the investment process, this foreign investment will be affected by many factors such as economic environment, industry cycle, operation and management of investment object, transaction scheme and so on, and there may be certain investment risks, including but not limited to: (1) the risk of failing to find an appropriate investment object; (2) The risk that the target enterprise cannot achieve the expected benefits after investment due to wrong decision-making or major changes in the industry environment; (3) Legal and policy risks, the risk of force majeure, technical risks, operational risks and other risks.
The company will pay close attention to the operation and management of industrial investment funds and the implementation process of investment projects, and strictly control risks with CO investors, so as to effectively reduce investment risks and better protect the interests of shareholders.
6、 Other instructions
1. The company’s controlling shareholders, actual controllers, shareholders holding more than 5% of the shares and the company’s directors, supervisors and senior managers did not participate in the subscription of fund units, and the above-mentioned personnel did not hold positions in the fund.
2. The company’s cooperation with professional investment institutions will not lead to horizontal competition and related party transactions.
3. The company did not use the over raised funds for permanent replenishment of working capital within 12 months before the joint investment with professional investment institutions.
4. As of the disclosure date of this announcement, the partners of the fund have not signed the partnership agreement, and the subsequent establishment, raising and investment income of the industrial investment fund are still uncertain. According to the follow-up progress of the matter, the company will perform relevant approval procedures and information disclosure obligations in strict accordance with relevant laws, regulations and the articles of association.
7、 Documents for future reference
1. Resolution of the 43rd meeting of the 7th board of directors of the company.
It is hereby announced.
Gcl Energy Technology Co.Ltd(002015) board of directors March 7, 2022
