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                                  Exhibit 99.1

                                GBC BANCORP, INC.
                           a bank holding company for
                            Gwinnett Banking Company
                                 165 Nash Street
                          Lawrenceville, Georgia 30045
                                 (770) 955-3211

                                 PROXY STATEMENT
                         Annual Meeting of Shareholders
                           To Be Held August 15, 2000



                          Proxy Solicitation And Voting

GENERAL

         This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of Proxies from the shareholders of GBC
Bancorp, Inc. (the "Company") for use at the Annual Meeting of Shareholders (the
"Annual Meeting").

         The enclosed Proxy is for use at the Annual Meeting if a shareholder is
unable to attend the Annual Meeting in person or wishes to have his shares voted
by Proxy, even if he or she attends the Annual Meeting in person. Any Proxy may
be revoked by the person giving it at any time before its exercise, by notice to
the Secretary of the Company, by submitting a Proxy bearing a later date, or by
such person appearing at the Annual Meeting and electing to vote in person. All
shares represented by valid Proxies received pursuant to this solicitation and
not revoked before their exercise will be voted in the manner specified therein.
If a Proxy is signed and no specification is made, the shares represented by the
Proxy will be voted for election of the nominees for director identified below
and in favor of any other Proposals described below and in accordance with the
best judgment of the persons exercising the Proxy with respect to any other
matters properly presented for action at the Annual Meeting.

         This Proxy Statement and the enclosed Proxy are being mailed to the
Company's shareholders on or about July 21, 2000.


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         The Company is a bank holding company organized in 1996 under the laws
of the State of Georgia. The Company's subsidiary, Gwinnett Banking Company (the
"Bank"), commenced operations in Lawrenceville, Georgia on October 31, 1997 as a
state-chartered commercial bank.

RECORD DATE AND OUTSTANDING SHARES

         The Board of Directors has set July 20, 2000 as the record date for the
Annual Meeting. Only shareholders of record at the close of business on the
record date will be entitled to notice of and to vote at the Annual Meeting. As
of the record date, there were 951,580 shares of common stock of the Company
issued and outstanding, owned by approximately 400 shareholders.

QUORUM AND VOTING RIGHTS

         A quorum for the Annual Meeting consists of the holders of the majority
of the outstanding shares of common stock of the Company entitled to vote at the
Annual Meeting, present in person or represented by Proxy.

         Each share of common stock of the Company is entitled to one vote on
each matter to come before the Annual Meeting. The Proposals require the
affirmative vote of a majority of the shares of the common stock of the Company
present in person or represented by Proxy.

SOLICITATION OF PROXIES

         In addition to this solicitation by mail, the officers and employees of
the Company and the Bank, without additional compensation, may solicit Proxies
in favor of the Proposal, if deemed necessary, by personal contact, letter,
telephone or other means of communication. Brokers, nominees and other
custodians and fiduciaries will be requested to forward Proxy solicitation
material to the beneficial owners of the shares of common stock of the Company
where appropriate, and the Company will reimburse them for their reasonable
expenses incurred in connection with such transmittals. The costs of
solicitation of Proxies for the Annual Meeting will be borne by the Company.


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                              ELECTION OF DIRECTORS

GENERAL

         The members of the Board of Directors of the Company are elected by the
shareholders. The number of directors (not less than seven [7] nor more than
fifteen [15]) is determined by resolution of the Board of Directors. The Board
of Directors has, by resolution, fixed the number of directors at ten (10).
Directors are duly elected to hold office until the next Annual Meeting
following their election or until their successors are duly elected and
qualified.

         The Board of Directors of the Company presently consists of ten (10)
members who also serve as directors of the Bank. The members of the Board of
Directors of the Bank are elected annually by the Company, acting as the sole
shareholder of the Bank.

         All of the current nominees are presently directors of the Company. It
is intended that each Proxy solicited on behalf of the Board of Directors will
be voted only for the election of the designated nominees. Each nominee has
agreed to his nomination and to serve as a director of the Company, if elected.
If for any reason any nominee should become unable or unwilling to accept
nomination or election, persons voting the Proxies will vote for the election of
another nominee designated by the Board of Directors or for such lesser numbers
of nominees as may be designated by the Board of Directors. Management of the
Company has no reason to believe that any nominee will not serve, if elected.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION AS DIRECTORS OF THE
PERSONS NAMED BELOW.

NOMINEES

         The following description sets forth the name, age and principal
occupation of each nominee for election as a director and the period during
which he has previously served as a director.

         JAMES B. BALLARD, age 56. Mr. Ballard has been a member of the Board of
Directors of the Company since 1996. Mr. Ballard was the Chief Executive
Officer, founder and a member of the Board of Directors of Spartan Constructors,
Inc., an industrial contractor serving the continental United States as well as
the international market, from 1972 until January 1996. Mr. Ballard


<PAGE>   4

currently serves as President and Chief Executive Officer of The Spartan Group,
an industrial contractor serving the continental United States.

         JERRY M. BOLES, age 60, has been a member of the Board of Directors of
the Company since 1996. Mr. Boles has been in the wholesale automotive
after-market for 35 years. Mr. Boles is owner and President of Boles Parts
Supply, Inc., which was founded in 1964, with headquarters in Atlanta, Georgia
and distribution warehouses in Oklahoma City, Oklahoma; Tappahannock, Virginia
and Dahlonega, Georgia.

         W. H. BRITT, age 62, has been a member of the Board of Directors of the
Company since 1996. Mr. Britt has been an active businessman in the Gwinnett
County area since 1975. He is the founder and owner of H & H Truck and Tractor,
Inc., an equipment sales company, and W. H. Britt and Associates, Inc., a real
estate brokerage and development company. Mr. Britt was an organizer of Gwinnett
County Bank in 1972 and served as a director until 1987 when the bank was merged
with Heritage Bank.

         RICHARD F. COMBS, age 53, has been a member of the Board of Directors
of the Company since 1997. Mr. Combs is the Founder and President of Pureflow
Ultraviolet, Inc., a company specializing in ultraviolet disinfecting equipment,
parts and services to industrial clients since 1978.

         WILLIAM G. HAYES, age 62, has been a member of the Board of Directors
of the Company since 1997. Mr. Hayes is President and Chairman of Hayes, James
and Associates, an engineering and survey company based in Lawrenceville,
Georgia. Mr. Hayes was a director of the First National Bank of Gwinnett from
1984 to 1986.

         LARRY D. KEY, age 55, has been a member of the Board of Directors of
the Company since 1996. Mr. Key was the Executive Vice President and Chief
Lending Officer of Commercial Bank of Georgia from the merger of Commercial Bank
of Georgia and Commercial Bank of Gwinnett in March 1995 until he resigned in
July 1996 to participate in the organizing group of the Company and the Bank.
Mr. Key served as President and Chief Executive Officer of the former Commercial
Bank of Georgia from 1994 until the merger. He served as Executive Vice
President and Chief Credit Officer of Commercial Bank of Georgia from 1992 until
1994. Mr. Key was senior Vice President from the opening of Commercial Bank of
Georgia in 1988 until 1992. He was Group Vice President and an advisory director
of Heritage Bank from 1984 until 1987. Mr. Key managed Moores Building Center,
Inc. in Dahlonega, Georgia from 1987 to 1988. Mr. Key served as a director of
Commercial Bancorp of Georgia, Inc. and


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Commercial Bank of Georgia from their initial organization in 1988 until July
1996.

         DOUGLAS A. LANGLEY, age 42, has been a member of the Board of Directors
of the Company since 1997. Mr. Langley has been a managing partner of Ashworth
and Associates, a CPA firm in Tucker and Lawrenceville, Georgia, since 1977.

         NORRIS J. NASH, age 73, has been a member of the Board of Directors of
the Company since 1996. Mr. Nash is the President of Metropolitan Land
Development and Investment Corporation and Gwinnett-DeKalb, Inc. He has been a
real estate developer since 1962. Mr. Nash has served as director of the former
Gwinnett County Bank, and on the Advisory Board of Wachovia Bank of Georgia,
N.A. Mr. Nash was a member of the Georgia House of Representatives for Gwinnett
County, District 22, Post #1 from 1967 to 1969.

         JOSEPH J. POWELL, age 56, has been a member of the Board of Directors
of the Company since 1997. Mr. Powell has been President of Joe Powell and
Associates, Inc. since 1971 representing Liebert Corporation, provider of
mechanical equipment for computer operations.

         WILLIAM S. STANTON, age 45, has been a member of the Board of Directors
of the Company since 1996. Mr. Stanton is President of Print Direction, Inc. and
Atlanta Screen Print, Inc. Mr. Stanton has served as President of Print
Direction since its inception in 1984 and Atlanta Screen Print since 1988. He
was an Account Representative with Xerox Corporation from 1977 to 1981.

         There are no arrangements or understandings between the Company and any
person pursuant to which any of the above persons have been or will be elected a
director. There are no family relations between any of the directors or
executive officers of the Company or the Bank.

                              CERTAIN TRANSACTIONS

         The Company and the Bank have banking and other business transactions
in the ordinary course of business with directors and officers of the Company
and the Bank, including members of their families or corporations, partnerships
or other organizations in which such directors and officers have a controlling
interest. Such transactions are on substantially the same terms (including
price, interest rate and collateral) as those prevailing at the time for
comparable transactions with unrelated parties, and any banking transactions do
not involve more than the normal risk of collectibility or present other
unfavorable features to the Company and the Bank. As of December 31, 1999, there
were no


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loans to executive officers and directors of the Company or the Bank, or to
principal shareholders of the Company or to affiliates of such persons.

         The Bank has entered into a Lease Agreement with GBC Properties, L.L.C.
("GBC Properties") to lease the Bank's current premises in Lawrenceville,
Georgia (the "Premises"). Most of the members of GBC Properties are directors of
the Company and organizers of the Bank. The Premises lease rate is market rental
value established by two MAI appraisals and, therefore, it is as favorable as
rates obtainable from unaffiliated third parties.

                             PRINCIPAL SHAREHOLDERS

         The following table sets forth certain information regarding the shares
of the Company's common stock owned as of the record date (i) by each person who
beneficially owns more than 5% of the shares of the Company's common stock, (ii)
by each of the Company's nominees and directors, and (iii) by all directors and
executive officers of the Company as a group.

<TABLE>
<CAPTION>
                                                                 Number of                                  Outstanding
                                                                   Shares              Percentage              Stock
               Name of Beneficial Owner(1)                     Outstanding(2)         Ownership(2)            Options
               ---------------------------                     --------------         ------------          -----------
<S>                                                            <C>                    <C>                   <C>
Larry D. Key ........................................               16,510                 1.74                16,000
     Chairman, President and Chief
     Executive Officer
John T. Hopkins, III ................................               10,010                 1.05                12,500
     Executive Vice President, Chief
     Financial Officer, Secretary and
     Treasurer
Michael A. Roy ......................................                7,931                  .83                 7,500
     Executive Vice President and Chief
     Credit Officer
Paul C. Birkhead ....................................               15,042                 1.58                13,500
     Senior Vice President
Michael L. Couch ....................................                3,993                  .42                 7,500
     Senior Vice President
Marcia N. Watkins ...................................                1,300                  .14                 5,000
     Senior Vice President and
     Internal Auditor
James B. Ballard ....................................               36,706                 3.86                 6,700
     Director
Jerry M. Boles ......................................               25,000                 2.63                 6,700
     Director
</TABLE>


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<TABLE>
<CAPTION>
                                                                 Number of                                  Outstanding
                                                                   Shares              Percentage              Stock
               Name of Beneficial Owner(1)                     Outstanding(2)         Ownership(2)            Options
               ---------------------------                     --------------         ------------          -----------
<S>                                                            <C>                    <C>                   <C>
W. H. Britt .........................................               15,337                 1.61                 5,000
     Director
Richard F. Combs ....................................               21,361                 2.24                 3,400
     Director
William Grant Hayes .................................                5,000                  .53                 1,000
     Director
Douglas A. Langley ..................................               25,000                 2.63                 2,400
     Director
Norris J. Nash ......................................               24,685                 2.59                 6,700
     Director
James J. Powell .....................................               25,000                 2.63                 3,900
     Director
William S. Stanton ..................................               39,410                 4.14                 5,700
     Director
Directors and Executive Officers                                   272,285                28.62               103,500
as a group (15 persons)
</TABLE>

(1) Except as otherwise indicated, the persons named in the above table have
sole voting and investment power with respect to all shares shown as
beneficially owned by them. The information as to beneficial ownership has been
furnished by the respective persons listed in the above table.
(2) Based on 951,580 shares outstanding as of the record date.


                                  OTHER MATTERS

At the time of the preparation of this Proxy Statement, the Company was not
aware of any matters to be presented for action at the Annual Meeting other than
the Proposal referred to herein. If other matters are properly presented for
action at the Annual Meeting, it is intended that the persons named as Proxies
will vote or refrain from voting in accordance with their best judgment on such
matters.
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                                      PROXY

                               GBC BANCORP, INC.,
                           A BANK HOLDING COMPANY FOR
                            GWINNETT BANKING COMPANY


           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned stockholder hereby appoints Larry D. Key and John T.
Hopkins, III, each or any one of them, with full power of substitution, as
Proxies to represent and to vote, as designated below, all the shares of common
stock of GBC BANCORP, INC. (the "Company") held of record by the undersigned on
July 20, 2000, at the Annual Meeting of the Shareholders (the "Annual Meeting")
to be held on August 15, 2000, or any adjournments thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSALS.

PROPOSAL (1):  Election of Directors.

Nominees:   James B. Ballard, Jerry M. Boles, W.H. Britt, Richard F. Combs,
            William G. Hayes, Larry D. Key, Douglas A. Langley, Norris J. Nash
            and Joseph J. Powell, William S. Stanton.

<TABLE>
<S>       <C>  <C>                                             <C>   <C>
Check     [ ]  For all Nominees listed above                   [ ]   Withhold Authority to vote for
One Box        (except as marked to the contrary below)              all Nominees listed above
</TABLE>


Instructions:   To withhold authority to vote for any individual Nominee, write
that Nominee's name in the following space provided:
                                                     --------------------------

-------------------------------------------------------------------------------

         Please sign exactly as name appears below. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.



                                        ----------------------------------------
DATED: ____________, 2000.                     Signature
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE             ----------------------------------------
                                               Signature if held jointly