GCL Energy Technology (002015): Providing Annual Total Loans For Holding Subsidiaries

Stock Code: 002015 securities abbreviation: GCL energy technology Announcement No.: 2020-060

Notice of GCL Energy Technology Co., Ltd. on providing annual total loans for holding subsidiaries

There is no guarantee of the truthfulness of the company's records, misrepresentation or disclosure of the board of directors.

GCL Energy Technology Co., Ltd. (hereinafter referred to as "the company", "GCL energy technology" and "listed company") held the 19th meeting of the 7th board of directors on July 8, 2020. The "proposal on providing total annual loan for the holding subsidiary" was deliberated and passed. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation. The total amount of loans of GCL Energy Holding Co., Ltd. (hereinafter referred to as "GCL wisdom Holdings") is as follows:

1、 Provide an overview of the annual total amount of loans

GCL energy technology completed major asset restructuring in June 2019. The company acquired 90% equity of GCL smart energy to become a holding subsidiary of the company. All the original textile related businesses and assets were put out of the listed company. The company's main business was transformed into clean energy power generation, cogeneration and comprehensive energy services. The company focuses on the development, investment, operation and management of clean energy projects, as well as related issues In the field of comprehensive energy services, China has become one of the leading non-public clean energy power generation and cogeneration operators and service providers.

With the completion of major asset restructuring, the listed company has become the parent company of GCL smart energy. GCL smart energy is the only subsidiary of GCL energy and the main business operation entity, and GCL energy has no other subsidiaries. After the restructuring, GCL energy technology has achieved good business results, and the capital and financing capacity of listed companies have been gradually restored and enhanced. In order to speed up the optimization and strength of GCL smart energy, improve the capital utilization efficiency of listed companies, and strengthen the sustainable development ability of GCL smart energy, GCL energy intends to provide the holding subsidiary GCL smart energy with a total amount of no more than RMB 1.00 within the authorization period With a loan line of 300 million yuan, GCL smart energy is the main business development platform, speeding up the company's transformation from energy production to energy services, focusing on green energy operation and comprehensive energy services, focusing on clean energy power generation and cogeneration, laying out energy storage, energy efficiency management, power distribution and sales business, and building a "source network sales use cloud" system to become a leading energy ecological service To continuously improve the profitability of listed companies.

1. Loan object: GCL smart energy

2. The total amount of loans provided by GCL to its subsidiaries within this period is not more than RMB 1.3 billion. The specific loan amount will be provided according to the actual business needs of GCL smart energy.

3. Source of funds: the company's own funds.

4. Use of funds: for investment, development, construction and operation of GCL smart energy.

5. Loan term and fund use fee: the specific term of each loan shall be determined according to the actual situation, and the longest period shall not exceed 3 years. The annual loan interest rate shall be determined according to the market principle, with reference to the bank loan interest rate of the same period, and the contract shall prevail.

6. Validity period of the resolution: the authorization period is 3 years from the date of deliberation and approval by the general meeting of shareholders.

7. Implementation method: the board of directors requests the general meeting of shareholders to authorize the company's management to carry out the above matters related to the provision of loans.

8. Examination and approval procedure

The above loan provision has been deliberated and approved by the 19th meeting of the 7th board of directors of the company, and approved by more than two thirds of the directors present at the meeting, and the independent directors have expressed their opinions. The related directors Zhu Yufeng, Wang Dong and Cui nairong have avoided voting on this proposal. Since GCL smart energy is a subsidiary company jointly invested by the company (with a shareholding ratio of 90%) and its related party GCL Group Co., Ltd. (hereinafter referred to as "GCL group", with a shareholding ratio of 10%), GCL group will not participate in providing loans to GCL smart energy due to its own business capital arrangement. The matter will be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders will avoid voting.

2、 Provide the basic information of the borrowing object

1. Basic information of enterprise

Company name: GCL Smart Energy Co., Ltd

Nature of company: limited liability company (unlisted)

Registered address: No.28 Xinqing Road, Suzhou Industrial Park, Suzhou area, China (Jiangsu) pilot Free Trade Zone

Legal representative: Fei Zhi

Registered capital: 3600 million yuan

Business scope: clean energy investment (including development, investment, construction, operation and maintenance of natural gas power generation, distributed energy, waste incineration power generation, wind power generation, distribution network projects); energy information intelligent service

Services: R & D and consulting services of energy technology; energy efficient ladder comprehensive utilization; energy big data services; sales, consulting, operation and maintenance services of power equipment, auxiliary materials, spare parts, and complete sets of related system equipment; sales: coal. Gas operation (for projects that need to be approved according to law, business activities can only be carried out after the approval of relevant departments)

2. Main financial indicators of the latest year (consolidated statement caliber)

Unit: ten thousand yuan

Note: the above data are listed in the audited consolidated statements of GCL smart energy.

3. Relationship between GCL smart energy and our company

GCL smart energy is a holding subsidiary of the company with 90% shares.

4. Other shareholders of GCL smart energy

GCL group, the other shareholder of GCL smart energy, holds 10% of the shares. GCL group is a related legal person controlled by the same actual controller as the company. GCL group does not participate in providing loans to GCL smart energy due to its own business capital arrangement needs.

5. GCL smart energy is the main credit rating AA + enterprise of China integrity international credit rating Co., Ltd. It is the main body of assets restructured and put into the company, with stable operation and good credit status.

3、 Risk prevention and control measures for providing loans

The company provides loans for the holding subsidiary GCL smart energy without affecting its normal operation. As a holding subsidiary of the company, GCL smart energy will strengthen the management of its daily production and operation during the period of providing loans to it, and implement effective financial and capital management risk control to ensure the company's capital safety. The risks of the above-mentioned loans are controllable and will not have a significant impact on the company's daily operation.

4、 Purpose of the loan and its impact on the company

Without affecting the normal operation of the company, the company provides loans for the holding subsidiary GCL smart energy, which can meet the capital needs of its operation and development, and is in line with the company's strategic development. At the same time, the loan interest rate is determined according to the market principle, and the pricing is fair. The transaction is fair and reasonable, the decision-making process is legal and effective, the risk is within the controllable range, and there is no damage to the interests of the company and all shareholders.

5、 Opinions of the board of directors

The board of directors held that: the company's provision of the above loans can fully meet the capital needs of the holding subsidiary GCL smart energy production and operation, and is conducive to improving its operating efficiency. The financial risk of loans provided by the company for the holding subsidiary GCL smart energy is within the company's controllable range, which does not have a significant impact on the normal operation of the company. The company believes that the loan risk of providing the above amount is within the controllable range, and there is no damage to the interests of the company and all shareholders, especially the small and medium shareholders. The company's loan for the holding subsidiary GCL smart energy does not violate the relevant provisions of the CSRC or the articles of association, and will not have adverse effects on the company.

6、 Opinions of independent directors

Independent directors believe that: the company's loan for the holding subsidiary GCL smart energy conforms to the company's overall development strategy, helps to strengthen the operation and development ability of GCL smart energy, helps to strengthen the listed company's continuous and stable improvement of business performance, and is conducive to the company's development. The company's holding company's funds can be controlled effectively. The interest rate of this loan meets the market interest rate standard, the interest expense is fair and reasonable, and there is no damage to the interests of the company and all shareholders, especially small and medium shareholders. The loan provided this time has gone through the necessary examination and approval procedures, in line with the relevant provisions of the CSRC, the Shenzhen Stock Exchange and the articles of association, and the decision-making process is legal and compliant. To sum up, we agree that the company will provide loans for the holding subsidiary GCL smart energy, and agree to submit the matter to the general meeting of shareholders for deliberation.

7、 Verification opinions of independent financial consultant

After verification, the independent financial consultant believes that: the company provides loans to the holding subsidiary GCL smart energy to meet the needs of its production and operation, and the risk is within the controllable range. The company provides loans to the holding subsidiary, GCL smart energy, and the loan interest rate is determined according to the market-oriented principle, and there is no damage to the interests of the company and shareholders.

More than two thirds of the directors present at the 19th meeting of the seventh board of directors of the company have voted on the loan provided by the company's holding subsidiary GCL smart energy, and the independent directors have expressed their opinions, which are in line with the relevant laws such as the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of Listed Companies in Shenzhen Stock Exchange (revised in 2020) The validity of the decision-making procedures and regulations.

GCL has no objection to the independent financial consultant of GCL.

8、 Accumulative amount of financial assistance provided to foreign countries

As of the disclosure date of this announcement, the company has provided 13.5492 million yuan of financial assistance to the outside world (excluding the financial assistance provided this time), and there is no situation that the financial assistance amount has not been recovered within the time limit.

9、 Documents for reference

1. Resolutions of the 19th meeting of the 7th board of directors of the company;

2. Independent opinions of independent directors on matters related to the 19th meeting of the 7th board of directors;

3. Verification opinions of Huatai United Securities Co., Ltd. on the loan provided by GCL Energy Technology Co., Ltd. to the holding subsidiary.

It is hereby announced.

Board of directors of GCL Energy Technology Co., Ltd

July 9, 2020