Securities code: 002015 securities abbreviation: Gcl Energy Technology Co.Ltd(002015) Announcement No.: 2022-003 Gcl Energy Technology Co.Ltd(002015)
Announcement on signing cooperation framework agreement with Chengdu hechen Yingjia mining partnership (limited partnership) and Qujing century Tiansheng Mining 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. Special tips:
1. This agreement is a framework agreement for cooperation between both parties. The specific rights and obligations of both parties on project cooperation shall be subject to the subsequent formal agreement signed by both parties on the project. The company will perform the necessary decision-making procedures and information disclosure obligations in accordance with relevant provisions. There are certain uncertainties in the performance of the framework agreement. Please pay attention to the investment risks.
2. The cooperation framework agreement signed this time will not have a significant impact on the company’s financial status and operating performance this year.
3. This agreement is a cooperation framework agreement of the company. The subject matter of the transaction and investment amount involved do not need to be submitted to the board of directors for deliberation, nor does it constitute a related party transaction or major asset reorganization.
4. See “VI. other relevant instructions” in this announcement for the details of framework agreements or intentional agreements disclosed by the company in the last three years.
1、 Overview of framework agreement signing
1、 Suzhou GCL hengneng Energy Technology Co., Ltd. (hereinafter referred to as “GCL hengneng”), a wholly-owned subsidiary of Gcl Energy Technology Co.Ltd(002015) (hereinafter referred to as “company” and ” Gcl Energy Technology Co.Ltd(002015) “), Chengdu hechen Yingjia mining partnership (limited partnership) (hereinafter referred to as “hechen Yingjia”) and Qujing Shiji Tiansheng Mining Co., Ltd. (hereinafter referred to as “century Tiansheng”) The cooperation framework agreement (hereinafter referred to as “the agreement”) was signed on January 19, 2022.
Based on the principles of good faith cooperation, complementary advantages, resource sharing, equality and mutual benefit, through friendly negotiation
2. This agreement is a framework agreement. The subject matter of the transaction and investment amount involved do not need to be submitted to the board of directors for deliberation, nor does it constitute a related party transaction or major asset reorganization. The company will perform necessary decision-making procedures and information disclosure obligations according to specific cooperation matters.
2、 Introduction to the counterparty
(I) counterparty 1
1. Basic information
Enterprise name: Chengdu hechen Yingjia mining partnership (limited partnership)
Unified social credit Code: 91510100ma6bp2c813
Executive partner: Chengdu huifenghe Technology Co., Ltd
Registered capital: 200 million yuan
Business scope: Geological Exploration of energy and mineral resources; Engineering and technical research and test development; Earthwork works; Mine engineering; Technical consultation; Sales: mineral products, metal materials, building materials, chemical products (excluding dangerous goods), coal. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). Registered address: floor 1, No. 162, Section 1, Fumin Road, Huayang street, Tianfu new area, Chengdu, Sichuan
After inquiry, hechen Yingjia does not belong to the dishonest executee.
2. Association description
Hechen Yingjia has no relationship with the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers. The company has no similar transactions with hechen Yingjia in the last three years.
(II) counterparty 2
1. Basic information
Company name: Qujing century Tiansheng Mining Co., Ltd
Unified social credit Code: 915303005662177948
Legal representative: Liu Xiang
Registered capital: 23 million yuan
Business scope: development of phosphate rock mining and beneficiation technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Registered address: liaokuo North Road, Qilin District, Qujing City, Yunnan Province
Upon inquiry, century Tiansheng does not belong to the dishonest executee.
Century Tiansheng has no relationship with the company, its controlling shareholders, actual controllers, directors, supervisors and senior managers. In recent three years, the company has no similar transactions with century Tiansheng.
3、 Main contents of framework agreement
1. Partner
Party A I: Chengdu hechen Yingjia mining partnership (limited partnership)
Party A 2: Qujing century Tiansheng Mining Co., Ltd
Party B: Suzhou GCL hengneng Energy Technology Co., Ltd
Party A is a shareholder of Yunnan Hongxing Mining Co., Ltd. (hereinafter referred to as the “target company”), and Party A intends to transfer part of the equity of the target company to Party B and cooperate with Party B to obtain the controlling right of the target company by increasing capital and shares.
Party B intends to acquire the controlling right of the target company through equity acquisition and capital increase and share expansion (hereinafter referred to as “this acquisition transaction”), and the proportion of equity of the target company ultimately held by Party B is 51%.
2. Party A’s statement
The target company has the mining right of Huize JINNIUCHANG phosphate rock project (hereinafter referred to as the “project”), the mining certificate number is c5300002013096110135809, the total phosphate rock resources found in the mining area are 160 million tons, the certified phosphate ore resources are 49.2249 million tons, the average grade of P2O5 is 22.26%, the production scale of the project is 2 million tons / year, and the mining area is 5.3981 square kilometers. At present, the target company has applied to Qujing natural resources and Planning Bureau for the extension of mining rights.
3. Preconditions for transaction
The third-party intermediary entrusted by Party B shall complete further due diligence on the target company and issue an independent due diligence report; The project passes the requirements of Party B’s internal investment income, and Party B’s shareholders’ meeting or board of directors agree to this acquisition transaction.
4. Equity transfer and capital increase
On the premise of meeting all conditions of this framework agreement, Party B shall transfer 40% equity of the target company held by Party A. After the target company obtains the mining license and Party B transfers the equity as agreed, Party B shall increase the capital of the target company. After the capital increase, Party B holds 51% of the equity of the target company and Party A holds 49% of the equity of the target company. 5. Exclusive period
Within 3 months from the effective date of this framework agreement, the cooperation between the two parties under this cooperation framework agreement is exclusive. Party A (including Party A’s affiliates, agents or intermediaries) promises not to negotiate or sign any agreement or intention with any third party in any form on the cooperation matters involved in this framework agreement.
6. Other matters
The terms of this framework agreement indicate the basic willingness of both parties to cooperate. Both parties shall further negotiate after signing this framework agreement. The specific rights and obligations of both parties on the cooperation of this project shall be subject to the terms of the final agreement / contract. This framework agreement shall come into force after being signed and sealed by the legal representatives or authorized representatives of both parties. The validity period is 6 months from the date of signing this agreement, unless this framework agreement is replaced by other agreements / contracts signed by both parties or both parties agree to extend its validity period.
4、 Impact of the agreement on the company
1. The signing of this cooperation framework agreement aims to lock in the phosphate rock resources of the target company, so as to realize the complementary advantages and resource sharing of both sides, do a good job in resource guarantee for the company’s strategy of building a world leading mobile energy technology service provider, and contribute to the resource layout and integration of the company’s lithium battery related industrial chain in the future, which is in line with the company’s long-term development strategy and the interests of all shareholders.
2. The signing of this agreement will not have a significant impact on the company’s financial status and operating performance this year, and the signing of this agreement will not affect the company’s business independence.
5、 Risk tips
The framework agreement signed this time is a principled agreement on cooperation between the two sides, and the specific rights and obligations shall be subject to the formal agreement signed separately. There are certain uncertainties in the performance of the framework agreement. Please pay attention to the investment risks.
The company will continue to pay attention to the progress of the signing of the cooperation framework agreement, and timely perform the necessary approval procedures and information disclosure obligations in accordance with the requirements of relevant laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange.
6、 Other relevant instructions
(I) the company has disclosed the framework agreement or intention agreement in the last three years
1. On March 31, 2021, the company signed the strategic cooperation agreement with CICC Capital Operation Co., Ltd., which is a framework statement based on the principle of cooperation intention of both parties. The specific cooperation rules, cooperation scale, cooperation content and other matters will be subject to the specific agreement signed by both parties in the future. See the progress announcement on signing the strategic cooperation agreement (Announcement No.: 2021-032) disclosed by the company on April 1, 2021 for details. The agreement is in normal operation and does not fail to meet expectations.
2. On May 26, 2021, the company signed the cooperation framework agreement with Urumqi ganquanbao economic and Technological Development Zone (Industrial Zone), which is a framework statement based on the cooperation intention of both parties. The specific cooperation rules, cooperation scale, cooperation content and other matters will be subject to the specific agreement signed by both parties in the future. For details, see the announcement on signing the strategic cooperation framework agreement (Announcement No.: 2021-053) disclosed by the company on May 31, 2021. There is no failure to meet expectations in the normal development of the agreement.
3. On July 5, 2021, the company and Zhejiang Geely new energy Commercial Vehicle Group Co., Ltd. signed the strategic cooperation framework agreement. This agreement is the framework agreement for strategic cooperation between the two parties. For specific cooperation projects, both parties or their designated affiliates shall separately sign individual cooperation contracts, The specific rights and obligations of both parties on the project cooperation shall be subject to the subsequent formal agreement signed by both parties on the project. For details, see the announcement on signing the strategic cooperation framework agreement with Zhejiang Geely new energy Commercial Vehicle Group Co., Ltd. (Announcement No.: 2021-069) disclosed by the company on July 7, 2021. There is no failure to meet expectations in the normal development of the agreement.
4. On August 12, 2021, the company and Hangzhou Qulian Technology Co., Ltd. signed the cooperation framework agreement, which is the framework agreement for strategic cooperation between the two parties. For specific cooperation projects, the two parties or their designated affiliates shall separately sign individual cooperation contracts. The specific rights and obligations of the two parties on Project cooperation shall be subject to the subsequent formal agreements signed by the two parties on the project. For details, see the announcement on signing a cooperation framework agreement with Hangzhou fun Chain Technology Co., Ltd. (Announcement No.: 2021-085) disclosed by the company on August 16, 2021. The agreement is in normal operation and does not fail to meet expectations.
5. On August 12, 2021, the company and Shanghai Xijing Information Technology Co., Ltd. signed the cooperation framework agreement. This agreement is the framework agreement for strategic cooperation between the two parties. For specific cooperation projects, the two parties or their designated affiliates shall separately sign individual cooperation contracts. The specific rights and obligations of the two parties on project cooperation shall be subject to the subsequent formal agreements signed by the two parties on the project. For details, see the announcement on signing a cooperation framework agreement with Shanghai Xijing Information Technology Co., Ltd. (Announcement No.: 2021-086) disclosed by the company on August 16, 2021. There is no failure to meet expectations in the normal development of the agreement.
6. On September 3, 2021, the company signed the strategic cooperation framework agreement with Hunan Automobile Manufacturing Co., Ltd. Changsha branch and Hunan xingbida netlink Technology Co., Ltd. this agreement is the framework agreement for strategic cooperation between all parties. For specific cooperation projects, each party or its designated related parties shall sign separate cooperation contracts, The specific rights and obligations of each party on the project cooperation shall be subject to the formal agreement concluded by each party on the project. For details, see the announcement on signing strategic cooperation framework agreement with Hunan Automobile Manufacturing Co., Ltd. Changsha branch and Hunan xingbida netlink Technology Co., Ltd. (Announcement No.: 2021-097) disclosed by the company on September 6, 2021. The agreement is in normal development and does not fall short of expectations.
7. On November 20, 2021, the company signed the strategic cooperation framework agreement with light orange era (Shenzhen) Technology Co., Ltd., which is the framework agreement for strategic cooperation between all parties. For specific cooperation projects, individual cooperation contracts shall be signed by all parties or their designated affiliates, The specific rights and obligations of each party on the project cooperation shall be subject to the formal agreement concluded by each party on the project. For details, see the announcement on signing the strategic cooperation framework agreement with light orange era (Shenzhen) Technology Co., Ltd. (Announcement No.: 2021-109) disclosed by the company on November 23, 2021. There is no failure to meet expectations in the normal development of the agreement.
(II) within three months before the signing of this framework agreement, the controlling shareholders, shareholders holding more than 5% of the shares, directors, supervisors and senior managers of the company have not changed their shares during their tenure. At present, the company has not received plans for the lifting of restrictions on sales and share reduction of restricted shares held by controlling shareholders, shareholders holding more than 5% and directors, supervisors and senior managers.
7、 Documents for future reference
1. Cooperation framework agreement between GCL honeng, hechen Yingjia and century Tiansheng.
It is hereby announced.
Gcl Energy Technology Co.Ltd(002015) board of directors January 20, 2022
