GCL Energy Technology (002015): Proposed To Acquire The Remaining 10% Equity Of GCL Smart Energy

Recently, GCL Energy Technology (002015), which has just disclosed the plan for fixed increase of 5 billion yuan, started the acquisition of the remaining equity of GCL Smart Energy.

On the evening of June 27, GCL Energy Technology announced that the listed company planned to acquire 10% of the equity of GCL Smart Energy held by GCL Group at a transfer price of 730 million yuan. Before the transaction, GCL Energy Technology held 90% of the equity of the target company; After the completion of this transaction, GCL Energy Technology will hold 100% of the equity of the target company.

GCL Energy Technology said that this transaction is a prudent decision made by the listed company from the long-term interests of the company and future development needs, which is conducive to improving the company's comprehensive strength. Therefore, it is necessary to implement this transaction, which is in line with the overall interests of the listed company.

According to the data, GCL Smart Energy's main business is clean energy power generation, cogeneration and comprehensive energy services. Focusing on the development, investment and operation management of clean energy projects, as well as comprehensive energy services in related fields, the company has become one of China's leading non-public clean energy power generation and cogeneration operators and service providers. At present, it mainly includes gas turbine cogeneration, wind power generation, garbage power generation, biomass power generation, coal-fired cogeneration, etc.

While providing power, heat, cold and other energy products for power grid companies, industrial parks and cities, we have steadily set foot in the field of comprehensive energy services, providing energy solutions and other comprehensive energy services for corporate customers.

As of December 31, 2020, the total installed capacity of GCL Smart Energy grid connection is 3680.04MW. Including: 2647.14MW gas turbine cogeneration, 524.4MW wind power, 60.5MW biomass power generation, 116MW garbage power generation, 332MW coal-fired cogeneration. The main business of GCL Smart Energy and its subsidiaries is clean energy power generation, cogeneration and comprehensive energy services, and its main products are electricity and steam.

In 2020, the main customers of GCL Smart Energy will be State Grid Jiangsu Electric Power Co., Ltd., China Southern Power Grid Co., Ltd. and State Grid Zhejiang Electric Power Co., Ltd.

After appraisal, taking December 31, 2020 as the base date of appraisal, the appraisal value of the total equity value of the shareholders of GCL Smart Energy is 7.502 billion yuan, which is 3.7 billion yuan higher than the book value of the owner's equity attributable to the parent company of GCL Smart Energy, with the appreciation rate of 97.30%, 3.138 billion yuan higher than the book value of the owner's equity of GCL Smart Energy, with the appreciation rate of 71.91%. With the agreement of both parties, referring to the evaluation value of the underlying equity, it is determined that the transfer price of 10% of the equity of the smart energy company is 730 million yuan.

GCL Energy Technology pointed out that in recent years, with the construction and operation of power plants under construction, the total installed capacity of GCL Smart Energy continued to increase, and the net profit attributable to the parent company increased from 425 million yuan in 2018 to 933 million yuan in 2020; In the forecast period, with the successive completion and operation of the power plants under construction, the net profit and cash flow will continue to expand, and the profitability will further strengthen; Therefore, the value added in this assessment is reasonable.

According to the transaction plan, GCL Energy Technology plans to acquire 10% of the equity of GCL Smart Energy held by the controlling shareholder GCL Group with self raised cash. After the completion of the transaction, GCL Energy Technology holds 100% of the equity of GCL Smart Energy. GCL Smart Energy will become a wholly-owned subsidiary of the company, which is more conducive to the company's management of its subsidiaries. This transaction will not lead to changes in the scope of the listed company's consolidated statements.

It is understood that this acquisition constitutes a connected transaction. The counterparty is GCL Group, and the ultimate actual controller is Zhu Gongshan. GCL Group and GCL Energy Technology are enterprises under the same control.

GCL Group, the controlling shareholder of GCL Energy Technology, is a science and technology oriented private leading enterprise focusing on new energy and clean energy, with the coordinated development of national integrated circuit semiconductor industry and other related industries. It is a new energy technology and service operator with the world's leading comprehensive strength.

GCL Group's main business involves environmental power, integrated circuit core materials and special gas, new solar energy technology application and manufacturing, natural gas, energy Internet and big data, electric and energy storage technology new materials and other industrial fields. In 2020, GCL Group ranked 213 of the top 500 Chinese enterprises, 24 of the top 100 leading enterprises in China's strategic emerging industries, 72 of the top 100 index of Chinese multinational companies, and 56 of the top 500 Chinese private enterprises.

GCL Smart Energy is the main holding subsidiary of GCL Energy Technology. The audited consolidated net profit of GCL Smart Energy in 2020 is 1.071 billion yuan, and the net profit attributable to the parent company is 933 million yuan. In contrast, the net profit of GCL Energy Technology in 2020 is 802 million yuan. After the completion of this transaction, it is expected that the net profit of listed companies in 2021 and future years will be improved.