GCL Energy Technology sees internal shareholding adjustment

Guotai Haitong Securities Co. Ltd. has issued a financial adviser report regarding Hangzhou Xinyu's acquisition of 335,176,285 shares of GCL Energy Technology Co. Ltd. from Shanghai Qichen Enterprise Management Co. Ltd. This represents 20.65% of GCL Energy Technology's total share capital. The transfer, priced at 10.3770 yuan per share, amounts to 3,478,124,309.45 yuan. This transaction is an internal restructuring within the GCL Group, with Mr. Zhu Goushan remaining the ultimate controlling shareholder.

The acquisition will trigger a mandatory tender offer obligation for Hangzhou Xinyu and its concerted parties as their holdings will exceed 30% of GCL Energy Technology’s issued shares. However, an exemption from the tender offer is applicable under regulatory guidelines, as the transfer is between entities under the same actual control and does not change the ultimate controlling shareholder. Hangzhou Xinyu intends to appoint one non-independent director to GCL Energy Technology within three months after the share transfer is registered.

Post-acquisition, the total number of shares held by GCL Energy Technology's controlling shareholder and its concerted parties will not change. Shanghai Qichen, GCL Innovation, and Hangzhou Xinyu will collectively hold 48.03% of the total share capital.