GCL Energy Technology sees share transfer consolidate control under GCL Group

Hangzhou Xinyu, Shanghai Qichen, and Shanghai GCL Chuangzhan, all under the common control of Zhu Goushan, are consolidating their holdings in GCL Energy Technology. Shanghai Qichen is transferring 335,176,285 shares, representing 20.65% of the company's total share capital, to Hangzhou Xinyu at a price of 10.3770 yuan per share, totaling 3.48 bn yuan. This transfer, taking place between entities with the same ultimate beneficial owner, is exempt from a mandatory tender offer despite Hangzhou Xinyu's post-acquisition stake exceeding 30%. The transaction aims to optimize the equity and debt structure within the GCL Group.

The transfer will not alter GCL Energy Technology's ultimate control, which remains with Zhu Goushan, and Shanghai Qichen will continue as the controlling shareholder. Hangzhou Xinyu has committed to not reduce its holdings obtained through this transaction for 12 months post-registration and will appoint one non-independent director within three months.

Additionally, GCL Energy Technology has adjusted its external guarantee arrangements. It transferred a 30m yuan guarantee quota from other controlled subsidiaries to Dongtai GCL Thermal Power Co. Ltd., a subsidiary with a liability-to-asset ratio exceeding 70%. The total approved external guarantee for all subsidiaries now stands at 232.92m yuan, with an actual guarantee of 143.45m yuan. The company and GCL Smart Energy (Suzhou) Co. Ltd. have also entered into a maximum guarantee contract for 30m yuan with Dongtai Rural Commercial Bank for Dongtai GCL Thermal Power Co. Ltd., with no actual guarantee amount currently utilized under this contract.