GCL New Energy Holdings Limited (Stock Code: 451) announced that Suzhou GCL Operation, an indirect wholly owned subsidiary, and Suzhou GCL Technology, an indirect wholly owned subsidiary of GCL Technology Holdings Limited (Stock Code: 3800), have entered into the 2025 Suzhou Operation Services Agreement. The agreement covers one year from November 28, 2025, to November 27, 2026, for operation and management services in solar power plants with an installed capacity of 133MW in the People’s Republic of China. The annual service fee is RMB6,285,000, with a potential incentive of up to 30% of the fee for excess electricity generation. The solution is based on labor and maintenance costs plus a profit margin of 10% to 15%. The annual caps are RMB761,088 for 2025 (from November 28 to December 31) and RMB7,409,412 for 2026 (from January 1 to November 27).

In a separate development, GCL New Energy, Inc., another indirect wholly owned subsidiary of GCL New Energy, concluded the 2025 Asset Management and Administrative Services Agreement with GCL Solar Energy, an indirect subsidiary of GCL Technology. The deal, effective from July 1, 2025, to June 30, 2026, provides asset management and administrative support for overseas operations in South Africa and the U.S. The agreed annual fee totals US$380,000, subject to a US$10,000 reduction if annual electricity sales fall below 24,000 MWh. The agreement also allows reimbursement for third-party professional fees, office expenses, and other non-wage costs. The annual caps are US$190,000 for each half-year period.

After aggregating these transactions in accordance with the relevant Listing Rules, the highest applicable percentage ratio exceeds 0.1% but remains below 5%, so the transactions require reporting, announcement, and annual review without needing independent shareholders’ approval. The board noted that certain directors abstained from voting due to connections with the Zhu Family Trust. Both agreements are deemed to be on normal commercial terms and are intended to enhance operational income and utilize economies of scale in solar power plant management.