Securities code: 002015 securities abbreviation: Gcl Energy Technology Co.Ltd(002015) Announcement No.: 2022-005 Gcl Energy Technology Co.Ltd(002015)
About signing the cooperation framework with Beijing Jingxiang 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. Gcl Energy Technology Co.Ltd(002015) (hereinafter referred to as “the company” and ” Gcl Energy Technology Co.Ltd(002015) “) and Beijing jingshenxiang Technology Co., Ltd. (hereinafter referred to as “Shenxiang technology”) signed the cooperation framework agreement (hereinafter referred to as “the agreement”) on January 19, 2022.
During the cooperation period, the two sides will give full play to their respective advantages and resources, adhere to the principle of mutual benefit and win-win and equal priority, constantly expand cooperation fields, improve cooperation level, and build a new pattern of benign interaction and common development. The two sides build a strategic partnership aimed at giving priority to the development of new energy related businesses in Beijing and Shanghai through close cooperation, so as to create better economic and social benefits for both sides.
In order to achieve the above cooperation objectives, the two sides have established strategic partnerships and reached cost cooperation agreements on R & D and equipment manufacturing of heavy truck replacement technology, R & D and production of new generation heavy truck replacement, investment and operation of trunk heavy truck replacement network, technical application of freight digital platform, and investment in upstream green energy source supporting industries of “source, network, load, storage and hydrogen”.
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: Beijing Jingxiang Technology Co., Ltd
Legal representative: Wan Jun
Registered capital: 49 million yuan
Business scope: technology development, technical consultation, technology transfer, technology promotion and technical services; Basic software services; Application software services; Computer system integration; Sales of computers, software and auxiliary equipment, electronic products, mechanical equipment; Wholesale automobile and auto parts; Product design; Model design. (market entities shall independently choose business items and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Registered address: 601-11a, unit 2, floor 6, building 21, yard 1, Desheng North Street, Beijing Economic and Technological Development Zone
Upon inquiry, Shenxiang technology does not belong to the dishonest executee.
2. Association description
Shenxiang 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 Shenzhen Technology in the past three years.
3. Business introduction
Founded in July 2020, Shenxiang technology is a joint venture between Baidu and Shiqiao, focusing on the automatic driving of commercial vehicles. Deep technology is the first landing company of Baidu Apollo x plan. Baidu has become a unicorn of freight automatic driving track through talents and building deep technology. At present, Shenzhen technology has deployed its business in high-speed assisted driving of commercial vehicles, high-speed L4 unmanned driving and unmanned driving in limited areas.
3、 Main contents of framework agreement
Both parties:
Party A: Gcl Energy Technology Co.Ltd(002015)
Party B: Beijing Jingxiang Technology Co., Ltd
(I) cooperation objectives
1. During the cooperation period, the two sides will give full play to their respective advantages and resources, adhere to the principle of mutual benefit and win-win and equal priority, constantly expand cooperation fields, improve cooperation level, and build a new pattern of benign interaction and common development. 2. The two sides build a strategic partnership aimed at giving priority to the development of new energy related businesses in Beijing and Shanghai through close cooperation, so as to create better economic and social benefits for both sides.
(II) cooperation content
Through friendly negotiation, both parties will carry out friendly cooperation in the following fields (i.e. the “project” referred to in this Agreement)
1. Product development
According to the market demand and product definition, Party A and Party B jointly carry out the research, development and product verification of the technical route and scheme of power exchange station, power exchange module, mobile energy vehicle and charging products, so as to ensure that the products developed by each party can realize interconnection in the cooperation project and improve the success rate of power exchange. The two sides make use of their respective group advantages and resource advantages to jointly study the feasibility of promoting the automatic driving technology and automatic power exchange technology of commercial vehicles, so as to promote the sustainable development of electrification and intelligence of commercial vehicles.
2. Market cooperation
The two sides combine their own advantages to carry out resource cooperation in the research and development of heavy truck power exchange technology, freight digital platform technology, power exchange network investment and operation, and make use of their own government relations, commercial vehicle industry resources, logistics industry resources, capital advantages and other core resources to promote the implementation of trunk driverless power exchange heavy truck green logistics project. It is preliminarily planned that by the fourth quarter of 2022, Party A will be responsible for the completion of 10 power exchange stations on the Beijing Shanghai line, and Party B will be responsible for the delivery and operation of 100 power exchange heavy cards. Both parties will jointly promote the power exchange trial operation of the power exchange heavy card operation on the Beijing Shanghai line. And complete the power exchange network layout of the service capacity of 1000 power exchange heavy cards of Beijing Shanghai Expressway before the end of 2023.
Party B shall guarantee Party A’s total power consumption every year.
3. Establishment of industrial funds and project companies
Both parties are willing to jointly initiate the establishment of a “special investment fund for new energy industry” through their own funds to focus on the investment and operation of bilateral cooperation projects and the establishment of corresponding joint ventures to operate cooperation projects.
(III) principles and methods of cooperation
1. This agreement is a guiding document for long-term cooperation between Party A and Party B. the cooperation of specific projects shall be implemented and promoted in a case by case manner.
2. After the signing and entry into force of this agreement, both parties shall timely discuss the implementation plan of strategic cooperation and relevant supplementary agreements to accelerate the promotion of bilateral cooperation. Both parties shall establish a project contact group to coordinate the promotion and implementation of the project. Both parties shall appoint a contact person to jointly guide, inspect and supervise the implementation of this agreement.
(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 3 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. Both parties shall solve the problems and relevant disputes arising from the performance of this agreement through friendly negotiation. If the negotiation fails, they shall bring a lawsuit to the people’s court where the defendant is located according to law.
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. 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 signed the cooperation framework agreement with Hangzhou Qulian Technology Co., Ltd., which is a 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 project cooperation shall be subject to the subsequent agreements of both parties on the project
The formal agreement entered into shall prevail. 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, please refer to the announcement on signing strategic cooperation framework agreement with light orange era (Shenzhen) Technology Co., Ltd. (Announcement No.: 2021-109) disclosed by the company on November 23, 2021. The agreement is under normal development and there is no failure to meet expectations
