Securities code: 002015 securities abbreviation: Gcl Energy Technology Co.Ltd(002015) Announcement No.: 2022-004 Gcl Energy Technology Co.Ltd(002015)
On signing strategic cooperation with Zhejiang Yineng New Energy Technology Co., Ltd
Announcement of agreement
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 strategic cooperation between both parties. For specific cooperation projects, both parties or their designated related parties shall separately sign individual cooperation contracts. 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 necessary decision-making procedures and information disclosure obligations in accordance with relevant regulations. There are certain uncertainties in the performance of the framework agreement. Please pay attention to the investment risks.
2. The strategic 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 strategic cooperation framework agreement of the company, which does not involve specific transaction targets and investment amount, does not need to be submitted to the board of directors for deliberation, and does not constitute related party transactions or major asset restructuring.
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 Huaneng Energy Technology Co., Ltd. (hereinafter referred to as “Huaneng Technology”), a wholly-owned subsidiary of Gcl Energy Technology Co.Ltd(002015) (hereinafter referred to as “company” and ” Gcl Energy Technology Co.Ltd(002015) “), and Zhejiang Huaneng New Energy Technology Co., Ltd. (hereinafter referred to as “Huaneng Technology”) signed the strategic cooperation agreement (hereinafter referred to as “this Agreement”) on January 15, 2022.
In order to give full play to the cooperation advantages of both sides, improve the technical level, industrial innovation ability, operation ability and talent team construction of both sides, improve the market share and brand leadership of both sides, and then enhance the industry entry cooperation of both sides. After negotiation, both parties reached a cost cooperation agreement.
2. This agreement is a framework agreement and does not involve specific transaction targets and investment amount. It does not need to be submitted to the board of directors for deliberation, nor does it constitute related party transactions or major asset restructuring. The company will perform necessary decision-making procedures and information disclosure obligations according to specific cooperation matters.
2、 Introduction to the counterparty
1. Basic information
Company name: Zhejiang Yineng New Energy Technology Co., Ltd
Legal representative: Chen Xiubin
Registered capital: RMB 10 million
Business scope: engaged in technology development, technology transfer, technical consultation and technical services in the professional fields of new energy technology, information technology and power appliances; Sales of new energy vehicles, parts and batteries; Sales and maintenance of electromechanical equipment; Car Rental; Leasing of self owned equipment (except financial leasing); Business information consultation (except brokerage); Import and export of goods or technologies (except those prohibited by the state or involving administrative examination and approval) (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Registered address: No. 07, North floor, L1, No. 997, Ouhai Avenue, Louqiao street, Ouhai District, Wenzhou City, Zhejiang Province
After inquiry, Yineng technology does not belong to the dishonest executee.
2. Association description
Zeneng technology has no relationship with the company, its controlling shareholders, actual controllers, directors, supervisors and senior managers. There has been no similar transaction between the company and zeneng technology in the past three years.
3. Business introduction
Dongfeng Liuzhou Automobile Co., Ltd. (hereinafter referred to as “Dongfeng Liuqi”) is a state-owned company controlled by Dongfeng Automobile Co.Ltd(600006) Group Co., Ltd. At present, zeneng technology enjoys the exclusive authorized agent of Dongfeng Liuqi S50 replacement model. It is planned that in 2022, Gcl Energy Technology Co.Ltd(002015) will jointly promote no less than 8000 S50 replacement vehicles in key cities such as Hebei, Inner Mongolia, Zhejiang, Jiangsu, Sichuan and Guizhou, focusing on the field of taxis and online car Hailing. It is expected that the number of S50 replacement vehicles will exceed 30000 within three years. 3、 Main contents of framework agreement
Party A: Suzhou Yineng Energy Technology Co., Ltd
Party B: Zhejiang Yineng New Energy Technology Co., Ltd
(I) principle of cooperation
The two sides have established a long-term, close and friendly cooperative relationship based on the principle of “complementary advantages, resource sharing, win-win cooperation and common development”.
(II) cooperation content
Through friendly negotiation, the cooperation contents and methods related to Dongfeng Liuqi s50ev replacement model shall be implemented in accordance with the following terms. Anything not covered can be supplemented through negotiation between both parties.
1. Vehicle sales
1.1 Party B has the exclusive distribution right of s50ev replacement model of Dongfeng Liuzhou Automobile Co., Ltd. Party B shall give Party A the most preferential vehicle business policies and give priority to vehicle supply resources.
1.2 Party A and Party B shall jointly maintain the relationship between Dongfeng Liuzhou Automobile and the end market order. Both parties have equal rights and interests in vehicle warranty, three electricity warranty and after-sales service. Both parties aggregate sales and jointly strive for lower vehicle price and better warranty conditions from Dongfeng Liuqi.
1.3 both parties of vehicle procurement shall sign another contract.
2. Equipment sales
2.1 both parties cooperate to carry out the power exchange business in the landing city of Dongfeng fenghang s50ev power exchange model. Party A promises to purchase the station end circulating battery from Party B for a long time. The relevant price can be discussed once a year according to the market situation, and the equipment and battery procurement parties will sign a contract separately.
2.2 Party B authorizes Party A to have the right to use the power exchange technology associated with the s50ev power exchange version of Dongfeng Liuzhou Automobile Co., Ltd.: power exchange battery pack data, battery pack locking mechanism data, definition of plug-in interface of power exchange battery pack, bolt and nut data, battery pack adapter support data, power on and off control of power exchange battery in the power exchange station, communication protocol, charging control Train station communication control protocol, etc.
2.3 both parties are committed to reducing the cost of power exchange equipment, and Party B shall cooperate with Party A in relevant design changes. Issues related to fees and property rights shall be separately negotiated and agreed by both parties.
3. Power exchange operation platform
3.1 Party B shall provide power exchange operation platform and vehicle end T-box data, set independent data port for Party A, open secondary development interface to Party A, and share Party A’s operation data and user data of Dongfeng Fengxing s50ev power exchange model.
3.2 Party A and Party B can share the functions of the above power exchange operation platform for free according to their own experience.
4. Technology interaction
4.1 on the premise of abiding by and complying with the principles of confidentiality and non infringement of intellectual property rights, if required by Party A, Party B will share with Party A the relevant technical parameters and supplier resources of power replacement lock frame, battery pack, box frame and customized vehicle.
4.2 on the premise of abiding by and complying with the principles of confidentiality and non infringement of intellectual property rights, if required by Party B, Party A will share with Party B the relevant parameters of equipment technology, battery pack, vehicle and other aspects self-developed by Dongfeng Liuqi s50ev power exchange model (including but not limited to Party a’s secondary development of power exchange operation platform according to paragraph (III) of this article).
4.3 on the premise of abiding by and complying with the principles of confidentiality and non infringement of intellectual property rights, Party A agrees Party B to select one of the electric vehicle models independently developed by Party A, and authorizes Party B to have the right to use the power exchange technology associated with this version of the electric vehicle model, including the data of power exchange battery pack, the data of battery pack locking mechanism Definition of plug-in interface of battery replacement package, etc (these terms and conditions are based on the premise that Party B and its shareholder, Mr. Chen Xiubin, the founder of Wenzhou Canon Travel Service Co., Ltd., continue to be the main shareholder and actual controller of Party B and its shareholder Wenzhou Canon Travel Service Co., Ltd., if the main equity structure or actual controller of Party B and its shareholder Wenzhou Canon Travel Service Co., Ltd. changes in the future business process In case of change, Party B will no longer enjoy the conditions agreed in these terms). If there is an electric vehicle replacement development participated by a third party, it shall be shared after obtaining the authorization and permission of the third party; On the basis of Party A’s development, Party B shall use its own power exchange technology to redevelop relevant electric models at its own expense. The newly developed power exchange technology shall be released with Party A and allowed to be used by Party A.
5. Cooperative growth
5.1 both parties shall carry out close cooperation in financing, fully communicate and exchange, and support each other in financing activities. The specific operation details shall be negotiated and agreed by both parties separately.
5.2 in the future, if Party B purchases Party A’s power exchange equipment, batteries and customized vehicles, Party A shall also give Party B and Party A equal preferential treatment. The specific cooperation mode shall be separately agreed by both parties through negotiation.
5.3 in the future, if Party A and Party B jointly engage in power exchange operation business in the same city for power exchange project, Party A and Party B shall negotiate vehicle data, power exchange station data and other related resource sharing matters.
(III) rights and obligations
1. Rights and obligations of Party A
1.1 Party A shall purchase the s50ev replacement model from Party B and obtain Party B’s authorization to own the distribution right of s50ev replacement model of Dongfeng Liuzhou Automobile Co., Ltd.
1.2 Party A has the right to publicize the strategic partnership between Gcl Energy Technology Co.Ltd(002015) and zeneng technology.
1.3 Party A has the right to use the power exchange operation platform provided by Party B.
2. Rights and obligations of Party B
2.1 Party B has the right to adjust the price of power exchange equipment, customized vehicles and batteries, which shall be agreed by both parties in the contract. 2.2 Party B has the right to require Party A to comply with the provisions on vehicle warranty and after-sales service required by Party B in the process of vehicle sales in accordance with the relevant provisions of the main engine factory (Dongfeng Liuzhou Automobile Co., Ltd.).
2.3 Party B shall assist Party A in obtaining necessary information and materials in the technical improvement of equipment, customized vehicles, battery packs and boxes.
2.4 as for the business conditions agreed between Party B and the third-party battery asset holder developed by Party B, with the consent of the asset owner, Party A shall receive the same treatment as Party B.
2.5 Party A agrees that during the cooperation period, Party B has the right to publicize the strategic partnership between Party A and zeneng technology.
(IV) other matters
1. If the content of this agreement needs to be changed or terminated in the process of cooperation, both parties can sign a new cooperation agreement or terminate this agreement through friendly negotiation.
2. Both parties shall abide by the confidentiality agreement during the cooperation period. For cooperation projects, key technologies and commercial terms, neither party shall disclose or publish them to a third party. If losses are caused to the other party due to disclosure, publication or improper use, it shall bear corresponding compensation and legal liability.
3. According to the progress of cooperation between both parties, both parties can sign a specific single cooperation contract or agreement through consultation, and the specific matters are specified in the contract or agreement.
4. This Agreement shall be valid for five years and may be renewed or terminated upon negotiation by both parties.
5. This Agreement shall come into force from the date of signing. Matters not covered in the agreement shall be settled by both parties through negotiation according to specific circumstances. If the negotiation fails, it may bring a lawsuit to the people’s court with jurisdiction in the place where the plaintiff is located.
4、 Impact of the agreement on the company
1. The signing of this strategic cooperation framework agreement aims to realize the complementary advantages and resource sharing of both parties. By giving full play to their respective resources and advantages and carrying out close cooperation in the mobile energy exchange power station industry, it is conducive to further improve the company’s market competitiveness and sustainable profitability, 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 cooperation business shall be subject to the formal cooperation 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 strategic cooperation 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.
