PRER14A 1 prer14a0919_greenlandacq.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________________________

SCHEDULE 14A

(Amendment No. 2)

________________________________________

(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

________________________________________

Filed by the Registrant S

 

Filed by a Party other than the Registrant £

Check the appropriate box:

S

 

Preliminary Proxy Statement

£

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

£

 

Definitive Proxy Statement

£

 

Definitive Additional Materials

£

 

Soliciting Material Under Rule 14a-12

GREENLAND ACQUISITION CORPORATION

(Name of Registrant as Specified in Its Charter)

____________________________________________________________________________________________________________

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

£

 

No fee required.

S

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

   

(1)

 

Title of each class of securities to which transaction applies: Ordinary shares, no par value, of Greenland Acquisition Corporation

       

   

(2)

 

Aggregate number of securities to which transaction applies: 7,500,000 ordinary shares of Greenland Acquisition Corporation

       

   

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): $10.165 (based on the average of the high and low sales prices of Greenland Acquisition Corporation ordinary shares as reported by Nasdaq on July 2, 2019)

       

   

(4)

 

Proposed maximum aggregate value of transaction: $76,237,500

       

   

(5)

 

Total fee paid: $9,239.99

       

£

 

Fee paid previously with preliminary materials.

£

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

   

(1)

 

Amount Previously Paid:

       

   

(2)

 

Form, Schedule or Registration Statement No.:

       

   

(3)

 

Filing Party:

       

   

(4)

 

Date Filed:

       

 

PRELIMINARY PROXY STATEMENT
SUBJECT TO COMPLETION, DATED
SEPTEMBER 11, 2019

To the Shareholders of Greenland Acquisition Corporation:

On behalf of the board of directors of Greenland Acquisition Corporation (“Greenland” or the “Company”), we are pleased to enclose the proxy statement relating to the proposed acquisition of Zhongchai Holding (Hong Kong) Limited (“Zhongchai Holding”, and such transaction, the “Business Combination”), pursuant to a Share Exchange Agreement dated as of July 12, 2019 (as may be amended or supplemented from time to time, the “Share Exchange Agreement”) among Greenland, Zhongchai Holding and certain other parties. It is proposed that, simultaneously with the effectiveness of the Business Combination (the “Closing”), Greenland will change its name to “Greenland Technologies Holding Corporation”.

In connection with the Business Combination and the other matters described herein, shareholders of Greenland are cordially invited to attend the special meeting in lieu of an annual meeting of Greenland (the “Special Meeting”) to be held at 10:00 a.m. Eastern Time on October 17, 2019 at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. Only shareholders who held ordinary shares of Greenland at the close of business on September 18, 2019 will be entitled to vote at the Special Meeting and at any adjournments and postponements thereof.

Greenland is a blank check company incorporated on December 28, 2017 as a British Virgin Islands limited company and incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more target businesses. Greenland’s units, ordinary shares, rights and warrants are traded on the Nasdaq Stock Market (“Nasdaq”) under the symbols “GLACU”, “GLAC,” “GLACR” and “GLACW”, respectively. On September 9, 2019, the closing sale prices of Greenland’s units, ordinary shares, rights and warrants were $10.94, $10.37, $0.37 and $0.07, respectively. At the Closing, Greenland’s units will separate into their component shares and warrants so that the units will no longer trade separately under “GLACU” and the rights will automatically convert into shares so that the rights will no longer trade under “GLACR”. Greenland has applied for the listing of the ordinary shares and warrants of the Company on Nasdaq following the completion of the Business Combination, under the symbols “GTEC” and “GTECW”, respectively.

Zhongchai Holding, through its subsidiaries, is a developer and manufacturer of transmission products for material handling machineries in China. Zhongchai Holding’s transmission products are key components for forklift trucks used in manufacturing and logistic applications, such as factories, workshops, warehouses, fulfillment centers, shipyards and sea ports.

At the Special Meeting, Greenland’s shareholders will be asked to vote on the following proposals, as more fully described in the accompanying proxy statement: (i) the Business Combination Proposal, (ii) the 2019 Equity Incentive Plan Proposal, (iii) the Director Election Proposal, (iv) the Articles Amendment Proposal and (v) the Adjournment Proposal, if presented (collectively, the “Proposals”).

Greenland’s board of directors unanimously determined that the Proposals are advisable, fair to and in the best interests of Greenland and its shareholders and unanimously recommends that Greenland’s shareholders vote “FOR” each of the Proposals.

The obligations of Greenland to complete the Business Combination are subject to a number of conditions set forth in the Share Exchange Agreement and are summarized in the accompanying proxy statement. More information about Greenland and Zhongchai Holding, the Special Meeting and the transactions contemplated by the Share Exchange Agreement, is contained in the accompanying proxy statement. You are encouraged to read the accompanying proxy statement in its entirety, including the section entitled “Risk Factors” beginning on page 25.

Your vote is very important. As a condition to the completion of the Business Combination, an affirmative vote of holders of a majority of the voting power of the ordinary shares of Greenland entitled to vote on the Proposals who are present and vote at the Special Meeting is required with respect to the Proposals.

 

Greenland’s board of directors strongly supports the Business Combination and the other transactions contemplated by the Share Exchange Agreement and recommends that you vote in favor of the Proposals presented for your approval.

Very truly yours,

Yanming Liu

Chairman and Chief Executive Officer

Greenland Acquisition Corporation

Neither the Securities and Exchange Commission nor any state securities commission has determined that the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated         , 2019 and is first being mailed to the shareholders of Greenland Acquisition Corporation on or about         , 2019.

ADDITIONAL INFORMATION

The accompanying proxy statement is available without charge to shareholders of Greenland upon written or oral request to Yanming Liu, Greenland Acquisition Corporation, Suite 906, Tower W1, Oriental Plaza, No. 1 East, Chang’an Street, Dongcheng District, Beijing, People’s Republic of China 100738 or by telephone at (86) 010-53607082.

The Securities and Exchange Commission maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.

In addition, if you have questions about the Proposals or the accompanying proxy statement, would like additional copies of the accompanying proxy statement, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Advantage Proxy, the proxy solicitor for Greenland, toll-free at (877) 870-8565 or by email at ksmith@advantageproxy.com. You will not be charged for any of the documents that you request.

See the section entitled “Where You Can Find More Information” of the accompanying proxy statement for further information.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Special Meeting, or no later than October 9, 2019.

 

GREENLAND ACQUISITION CORPORATION
Suite 906, Tower W1, Oriental Plaza, No. 1 East
Chang’an Street, Dongcheng District, Beijing,
People’s Republic of China

NOTICE OF SPECIAL MEETING IN LIEU OF AN ANNUAL MEETING
TO BE HELD ON
OCTOBER 17, 2019

TO THE SHAREHOLDERS OF GREENLAND ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of an annual meeting (the “Special Meeting”) of Greenland Acquisition Corporation, a British Virgin Islands limited company (“Greenland” or the “Company”), will be held at 10:00 a.m. Eastern Time, on October 17, 2019 at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

(1)    The Business Combination Proposal — To consider and vote upon a proposal to approve the Share Exchange Agreement dated as of July 12, 2019 (as amended or supplemented from time to time, the “Share Exchange Agreement”) by and among Greenland, Zhongchai Holding (Hong Kong) Limited (“Zhongchai Holding”), Cenntro Holding Limited (the “Zhongchai Equity Holder”) and Greenland Asset Management Corporation (the “Sponsor”) and the transactions contemplated by the Share Exchange Agreement (collectively, the “Business Combination”). Pursuant to the Share Exchange Agreement, Greenland will acquire 100% of the issued and outstanding capital stock of Zhongchai Holding, as described in more detail in the attached proxy statement. We refer to this proposal as the “Business Combination Proposal.” A copy of the Share Exchange Agreement is attached to the accompanying proxy statement as Annex A.

(2)    The 2019 Equity Incentive Plan Proposal — To consider and vote upon a proposal to approve the 2019 Equity Incentive Plan. We refer to this as the “2019 Equity Incentive Plan Proposal.” A copy of the 2019 Equity Incentive Plan is attached to the accompanying proxy statement as Annex B.

(3)    The Director Election Proposal — To consider and vote upon a proposal to elect five directors to serve staggered terms on the Company’s board of directors until the 2020 and 2021 annual meeting of shareholders, respectively, and until their respective successors are duly elected and qualified. We refer to this as the “Director Election Proposal.”

(4)    The Articles Amendment Proposal — To consider and vote upon a proposal to amend Greenland’s second amended and restated Memorandum and Articles of Association (the “Memorandum and Articles of Association”): (i) to reflect the change of the name of the Company to “Greenland Technologies Holding Corporation” from “Greenland Acquisition Corporation” and (ii) to make our corporate existence perpetual as opposed to our current corporate existence terminating 12 months (or up to 21 months, if Greenland extends the period of time to consummate a business combination) following the consummation of our initial public offering and removing various provisions applicable only to special purpose acquisition companies. We refer to this as the “Articles Amendment Proposal.” The full text of the proposed amendment to the Memorandum and Articles of Association is attached to the accompanying proxy statement as Annex C.

(5)    The Adjournment Proposal — To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Greenland that more time is necessary or appropriate to approve one or more proposals at the Special Meeting. We refer to this proposal as the “Adjournment Proposal” and, together with the Business Combination Proposal, the 2019 Equity Incentive Plan Proposal, the Director Election Proposal and the Articles Amendment Proposal, as the “Proposals.”

These Proposals are described in the accompanying proxy statement, which we encourage you to read in its entirety before voting. Only holders of record of ordinary shares of Greenland at the close of business on September 18, 2019 (the “Record Date”) are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting.

 

After careful consideration, Greenland’s board of directors has determined that the Proposals are fair to, and in the best interests of, Greenland and its shareholders and unanimously recommends that the holders of Greenland’s ordinary shares entitled to vote on the Proposals, vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the 2019 Equity Incentive Plan Proposal, “FOR” the election of each of the director nominees pursuant to the Director Election Proposal, “FOR” the Articles Amendment Proposal and “FOR” the Adjournment Proposal, if presented.

The existence of any financial and personal interests of one or more of Greenland’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Greenland and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Proposals. See the section entitled “Proposal 1: The Business Combination Proposal — Interests of Greenland’s Directors and Officers and Others in the Business Combination” in the accompanying proxy statement for a further discussion of this.

Each of the Business Combination Proposal, the Director Election Proposal and the Articles Amendment Proposal is interdependent upon the others and must be approved in order for Greenland to complete the Business Combination contemplated by the Share Exchange Agreement. The Business Combination Proposal, the 2019 Equity Incentive Plan Proposal, the Director Election Proposal, the Articles Amendment Proposal (as it is in conjunction with the consummation of the Business Combination) and the Adjournment Proposal must be approved by the holders of a majority of the ordinary shares of Greenland (the “Greenland Shares”) that are present and vote at the Special Meeting.

All shareholders of Greenland are cordially invited to attend the Special Meeting in person. To ensure your representation at the Special Meeting, however, you are urged to mark, sign and date the enclosed proxy card and return it as soon as possible in the pre-addressed postage paid envelope provided. If you are a shareholder of record of Greenland Shares, you may also cast your vote in person at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, or by a nominee, you must instruct your broker, bank or nominee on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker, bank or nominee. If any of the Business Combination Proposal, the Director Election Proposal or the Articles Amendment Proposal fails to receive the required approval, the Business Combination will not be completed.

Whether or not you plan to attend the Special Meeting, we urge you to read the accompanying proxy statement carefully. Please pay particular attention to the section entitled “Risk Factors” in the accompanying proxy statement.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please mark, sign and date the enclosed proxy card and return it as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

   

   

Yanming Liu

   

Chairman and Chief Executive Officer

   

                , 2019

   

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. YOU MAY EXERCISE YOUR RIGHTS TO DEMAND THAT GREENLAND REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT WHETHER YOU VOTE FOR OR AGAINST THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST TENDER YOUR SHARES TO GREENLAND’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE TENDERED SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE SHAREHOLDER. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “SPECIAL MEETING — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

 

TABLE OF CONTENTS

FREQUENTLY USED TERMS

 

1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

5

SUMMARY OF THE PROXY STATEMENT

 

7

QUESTIONS AND ANSWERS

 

11

SELECTED HISTORICAL FINANCIAL INFORMATION OF GREENLAND

 

19

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA OF ZHONGCHAI HOLDING

 

20

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

21

COMPARATIVE PER SHARE INFORMATION

 

24

RISK FACTORS

 

25

SPECIAL MEETING

 

55

PROPOSAL 1: THE BUSINESS COMBINATION PROPOSAL

 

59

PROPOSAL 2: THE 2019 EQUITY INCENTIVE PLAN PROPOSAL

 

88

PROPOSAL 3: THE DIRECTOR ELECTION PROPOSAL

 

94

PROPOSAL 4: THE ARTICLES AMENDMENT PROPOSAL

 

97

PROPOSAL 5: THE ADJOURNMENT PROPOSAL

 

99

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

 

100

INFORMATION ABOUT GREENLAND

 

108

DIRECTORS, OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF GREENLAND PRIOR TO THE BUSINESS COMBINATION

 

112

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GREENLAND

 

117

DESCRIPTION OF GREENLAND’S SECURITIES

 

121

MARKET PRICE AND DIVIDENDS OF SECURITIES

 

130

BENEFICIAL OWNERSHIP OF SECURITIES

 

131

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

133

INFORMATION ABOUT ZHONGCHAI HOLDING

 

136

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ZHONGCHAI HOLDING

 

150

MANAGEMENT OF ZHONGCHAI HOLDING

 

162

EXECUTIVE COMPENSATION OF ZHONGCHAI HOLDING

 

164

MANAGEMENT OF THE COMPANY FOLLOWING THE BUSINESS COMBINATION

 

165

SECURITIES ACT RESTRICTIONS ON RESALE OF THE COMPANY’S SECURITIES

 

170

APPRAISAL RIGHTS

 

171

OTHER SHAREHOLDER COMMUNICATIONS

 

171

LEGAL MATTERS

 

171

EXPERTS

 

171

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

 

171

TRANSFER AGENT AND REGISTRAR

 

171

SUBMISSION OF SHAREHOLDER PROPOSALS

 

172

FUTURE SHAREHOLDER PROPOSALS

 

172

WHERE YOU CAN FIND MORE INFORMATION

 

172

INDEX TO FINANCIAL STATEMENTS

 

F-1

ANNEX A Share Exchange Agreement

 

A-1

ANNEX B 2019 Equity Incentive Plan

 

B-1

ANNEX C Amendment to Memorandum and Articles of Association

 

C-1

i

FREQUENTLY USED TERMS

Definitions

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “Greenland” refer to Greenland Acquisition Corporation, a business company with limited liability incorporated under the laws of the British Virgin Islands.

In this document:

2019 Equity Incentive Plan” means the Greenland Technologies Holding Corporation Omnibus Incentive Plan, which will become effective following the Business Combination. A copy of the 2019 Equity Incentive Plan is attached to this proxy statement as Annex B.

2019 Equity Incentive Plan Proposal” means the proposal to be considered at the Special Meeting to approve the 2019 Equity Incentive Plan.

Adjournment Proposal” means the proposal to be considered at the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Greenland that more time is necessary or appropriate to approve one or more proposal at the Special Meeting.

Articles Amendment Proposal” means the proposal to be considered at the Special Meeting to approve an amendment to the Memorandum and Articles of Association. The full text of the proposed amendment to the Memorandum and Articles of Association is attached to this proxy statement as Annex C.

Business Combination” means the transactions contemplated by the Share Exchange Agreement.

Business Combination Proposal” means the proposal to be considered at the Special Meeting to approve the Business Combination.

Chardan” means Chardan Capital Markets, LLC, the representative of the underwriters in the IPO.

“Closing” means the closing of the Business Combination.

Code” means the Internal Revenue Code of 1986, as amended.

Companies Act” and “Insolvency Act” refer to the BVI Business Companies Act, 2004 and the Insolvency Act, 2003 of the British Virgin Islands, respectively, and in each case as amended.

Director Election Proposal” means the proposal to be considered at the Special Meeting to elect five directors to serve staggered terms on the Greenland Board until the 2020 and 2021 annual meeting of shareholders, respectively, and until their respective successors are duly elected and qualified.

DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

Founder Shares” means the 1,100,000 currently outstanding ordinary shares of Greenland owned by the Sponsor.

GAAP” means U.S. generally accepted accounting principles.

Greenland” means Greenland Acquisition Corporation, a business company with limited liability incorporated under the laws of the British Virgin Islands.

Greenland Board” means the board of directors of Greenland.

Greenland Shares” means, collectively, the ordinary shares of Greenland.

Insider Letter Agreement” means Greenland’s letter agreement with its Sponsor, directors and officers, dated July 24, 2018, containing provisions relating to transfer restrictions of the Founder Shares and Private Placement Units, indemnification of the Trust Account, waiver of Redemption Rights and participation in liquidation distributions from the Trust Account.

1

IPO” means Greenland’s initial public offering of its Units pursuant to a registration statement on Form S-1 declared effective by the SEC on July 24, 2018 (SEC File No. 333-226001). On July 27, 2018, Greenland completed its initial public offering.

Memorandum and Articles of Association” means Greenland’s second amended and restated Memorandum and Articles of Association, as may hereafter be amended.

Nasdaq” means The Nasdaq Stock Market, LLC.

“PIPE Financing” means the expected issuance and sale of $6 million of Greenland’s ordinary shares in a private placement to the PIPE Investors pursuant to the Subscription Agreements.

“PIPE Investors” means the accredited investors who entered into the Subscription Agreements with Greenland for the PIPE Financing.

Private Placement Rights” means the rights underlying the Private Placement Units, each right convertible into one-tenth (1/10) of one Greenland Share upon the consummation of a business combination.

Private Placement Units” means the 282,000 private placement units, each unit consisting of one Greenland Share, one Private Placement Right and one Private Placement Warrant, purchased by the Sponsor and Chardan for a purchase price of $2,820,000, or $10.00 per unit.

Private Placement Warrants” means the warrants underlying the Private Placement Units, each warrant exercisable for one-half of one Greenland Share at $11.50 per whole share.

Proposals” means, collectively, (i) the Business Combination Proposal, (ii) the 2019 Equity Incentive Plan Proposal, (iii) the Director Election Proposal, (iv) the Articles Amendment Proposal and (v) the Adjournment Proposal, if presented.

Public Shareholders” means the holders of Public Shares.

Public Shares” means Greenland Shares underlying the Units sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

Record Date” means September 18, 2019.

Redemption” means the redemption of Public Shares for the Redemption Price.

Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account in accordance with the Memorandum and Articles of Association (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing). The Redemption Price will be calculated two days prior to the completion of the Business Combination in accordance with the Memorandum and Articles of Association, as then in effect.

Redemption Rights” means the rights of the Public Shareholders to demand Redemption of their Public Shares into cash in accordance with the procedures set forth in the Memorandum and Articles of Association and this proxy statement.

Rights” means the rights underlying the Units, each right convertible into one-tenth (1/10) of one Greenland Share upon the consummation of a business combination.

Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

SEC” means the United States Securities and Exchange Commission.

Securities Act” means the Securities Act of 1933, as amended.

Share Exchange Agreement” means the share exchange agreement, dated as of July 12, 2019, as it may be amended from time to time, by and among Greenland, Zhongchai Holding, the Zhongchai Equity Holder and the Sponsor. A copy of the Share Exchange Agreement is attached to this proxy statement as Annex A.

Special Meeting” means the special meeting of Greenland, to be held at 10:00 a.m. Eastern Time on October 17, 2019 at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, and any adjournments or postponements thereof.

2

Sponsor” means Greenland Asset Management Corporation, a British Virgin Islands company with limited liability, which is the sponsor of Greenland.

“Subscription Agreements” means the Subscription Agreements, dated September 8, 2019, entered into between Greenland and each of the PIPE Investors for the PIPE Financing.

Target Companies” means Zhongchai Holding and its subsidiaries.

Transfer Agent” means Continental Stock Transfer & Trust Company.

Trust Account” means the trust account of Greenland, which holds the net proceeds from the IPO and the sale of the Private Placement Units, together with interest earned thereon, less amounts released to pay taxes.

Units” means the units sold in the IPO (including pursuant to the over-allotment option) consisting of one Greenland Share, one Right and one Warrant.

Warrants” means the warrants underlying the Units, each warrant exercisable to purchase one-half of one Greenland Share at an exercise price of $11.50 per whole share.

Zhongchai Holding” means Zhongchai Holding (Hong Kong) Limited, a company incorporated under the laws of Hong Kong.

Zhongchai Equity Holder” means Cenntro Holding Limited, the sole member of Zhongchai Holding prior to the Closing.

Share Calculations and Ownership Percentages

Unless otherwise specified, the share calculations and ownership percentages set forth in this proxy statement with respect to the Company’s shareholders following the Business Combination are for illustrative purposes only and assume the following:

1.      No Public Shareholders exercise their Redemption Rights in connection with the Closing. Please see the section entitled “Special Meeting — Redemption Rights”.

2.      There is no equity financing in connection with the Business Combination.

3.      No Greenland shareholders exercise any of the 4,400,000 Warrants or the 282,000 Private Placement Warrants that will remain outstanding following the Business Combination.

4.      The PIPE Financing is consummated in accordance with its terms for $6 million, with Greenland issuing 585,366 ordinary shares to the PIPE Investors.

5.      Other than the PIPE Financing, there are no other issuances of equity securities of Greenland prior to or in connection with the Closing, including any equity awards that may be issued under the proposed 2019 Equity Incentive Plan following the Business Combination.

Foreign Exchange Rate

We use U.S. dollars as the reporting currency in our financial statements and in this proxy statement. Monetary assets and liabilities denominated in Renminbi are translated into U.S. dollars at the rates of exchange as of the applicable balance sheet date. Equity accounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rates for the applicable period. In other parts of this proxy statement, any Renminbi denominated amounts are accompanied by the related translations. With respect to amounts not recorded in our consolidated financial statements included elsewhere in this proxy statement, all translations from Renminbi to U.S. dollars were made at RMB6.6338 to $1.00. We make no representation that the Renminbi or U.S. dollar amounts referred to in this proxy statement could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. The PRC government restricts or prohibits the conversion of Renminbi into foreign currency and foreign currency into Renminbi for certain types of transactions — overseas investments in areas including real estate, hotels, cinemas, the entertainment industry, and sports clubs will be limited, while investments in some sectors such as gambling will be banned.

3

Market and Industry Data

Information contained in this proxy statement concerning the market and the industry in which Zhongchai Holding competes, including general expectations of market opportunity and market size, is based on information from various third-party sources, on assumptions made by Zhongchai Holding based on such sources and Zhongchai Holding’s knowledge of the markets for its services and solutions. Any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. The industry in which Zhongchai Holding operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement are subject to change based on various factors, including those described in the section entitled “Risk Factors — Risks Related to Zhongchai Holding’s Business” and elsewhere in this proxy statement.

4

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for Greenland and Zhongchai Holding to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

•        the benefits of the Business Combination;

•        the future financial performance of the Company following the Business Combination;

•        changes in the market for Zhongchai Holding’s products;

•        expansion plans and opportunities; and

•        other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this proxy statement and Greenland and Zhongchai Holding management’s current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of Greenland, Zhongchai Holding and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing Greenland’s views as of any subsequent date. Greenland does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the Proposals. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•        the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Share Exchange Agreement;

•        the outcome of any legal proceedings that may be instituted against Zhongchai Holding or Greenland following announcement of the proposed Business Combination and transactions contemplated thereby;

•        the inability to complete the Business Combination due to the failure to obtain approval of the Greenland shareholders, the failure of Greenland to retain sufficient cash in the Trust Account or the failure to meet other conditions to Closing in the Share Exchange Agreement;

•        the inability to complete the PIPE Financing;

•        the inability to maintain the listing of the Greenland Shares on Nasdaq following the Business Combination;

•        the risk that the proposed Business Combination disrupts current plans and operations;

•        the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of the Company to grow and manage growth profitably;

•        costs related to the Business Combination;

•        changes in the transmission product market in which Zhongchai Holding competes, including with respect to its competitive landscape, technology evolution or changes in applicable laws or regulations;

•        changes in the vertical markets that Zhongchai Holding targets;

•        Zhongchai Holding’s inability to maintain sufficient levels of liquidity and working capital;

•        Zhongchai Holding’s inability to meet customers’ demands and timelines;

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•        Zhongchai Holding’s inability to retain its competitive position in the market;

•        the inability to launch new Zhongchai Holding products or to profitably expand into new markets;

•        the inability to execute Zhongchai Holding’s growth strategies, including identifying and executing acquisitions;

•        the inability to develop and maintain effective internal controls;

•        the exposure to any liability, protracted and costly litigation or reputational damage relating to Zhongchai Holding’s data security;

•        the possibility that Zhongchai Holding or Greenland may be adversely affected by other economic, business, and/or competitive factors; and

•        other risks and uncertainties indicated in this proxy statement, including those set forth under the section entitled “Risk Factors.”

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SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information contained in this proxy statement, but does not contain all of the information that may be important to you. To better understand the Proposals to be considered at the Special Meeting, including the Business Combination Proposal, whether or not you plan to attend the Special Meeting, we urge you to read this proxy statement (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 25. See also the section entitled “Where You Can Find More Information.”

Parties to the Business Combination

Greenland

Greenland is a special purpose acquisition company incorporated on December 28, 2017 for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities.

The Units, Greenland Shares, Rights and Warrants are currently quoted on the Nasdaq Capital Market under the symbols “GLACU,” “GLAC,” “GLACR” and “GLACW,” respectively.

Greenland’s executive office is located at Suite 906, Tower W1, Oriental Plaza, No. 1 East, Chang’an Street, Dongcheng District, Beijing, People’s Republic of China 100738 and its telephone number is (86) 010-53607082.

Zhongchai Holding

Zhongchai Holding is a holding company incorporated under the laws of Hong Kong on April 23, 2009. Zhongchai Holding owns (i) 89.47% of the issued and outstanding equity interests in Zhejiang Zhongchai Machinery Co. Ltd., an operating company incorporated under the laws of the PRC on November 21, 2005 (“Zhejiang Zhongchai”) and (ii) 100% of the issued and outstanding equity interests in Hangzhou Greenland Robotics Technologies Co., Ltd., a newly formed company under the laws of the PRC on August 9, 2019 (“Hangzhou Greenland”). Zhejiang Zhongchai owns (i) 100% of the issued and outstanding equity interests in Zhejiang Shengte Transmission Co., Ltd. (“Shengte”), an operating company incorporated under the laws of the PRC on February 24, 2006, and (ii) 62.5% of the issued and outstanding equity interests in Shanghai Hengyu Enterprise Management Consulting Co., Ltd., an entity incorporated under the laws of the PRC on September 10, 2005 (“Hengyu”). The mailing address of Zhongchai Holding’s principal executive office is 11-F, Building #12, Sunking Plaza, Gaojiao Road, Hangzhou, Zhejiang, People’s Republic of China 311122, Attention: Peter Zuguang Wang, and its phone number is (86) 571-85775711.

Purchaser Representative

Sponsor is acting as the Purchaser Representative pursuant to the Share Exchange Agreement. Sponsor is a British Virgin Islands company with limited liability formed on December 27, 2017. Yanming Liu, the Chairman and Chief Executive Officer of Greenland, is the managing member of Sponsor. Sponsor’s executive office is located at Suite 906, Tower W1, Oriental Plaza, No. 1 East, Chang’an Street, Dongcheng District, Beijing, People’s Republic of China 100738 and its telephone number is (86) 010-53607082.

The Proposals

Proposal 1: The Business Combination Proposal

Share Exchange Agreement

Greenland and Zhongchai Holding have agreed to the Business Combination under the terms of the Share Exchange Agreement. Pursuant to the terms set forth in the Share Exchange Agreement, subject to the satisfaction or waiver of the conditions to the Closing, Greenland will acquire all of the outstanding capital stock of Zhongchai Holding, which primarily conducts its business through its direct and indirectly owned subsidiaries, from the Zhongchai Equity Holder. In connection with the completion of the Business Combination, the Zhongchai Equity Holder will receive 7,500,000 Greenland Shares as consideration for its existing equity interests of Zhongchai Holding.

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The obligations of the parties to the Share Exchange Agreement to effect the Closing are subject to a number of Closing conditions, including, among others:

•        our shareholders having approved the Share Exchange Agreement and the related transactions (including the other Proposals in this proxy statement) by the requisite vote at the Special Meeting,

•        any required governmental and specified third party approvals having been obtained and any antitrust waiting periods expired or terminated and

•        Greenland having net tangible assets of at least $5,000,001 upon the Closing, after giving effect to any Redemptions of our shareholders.

See the section entitled “Proposal 1: The Business Combination Proposal” for a summary of the terms of the Share Exchange Agreement and additional information regarding the terms of the Business Combination Proposal.

Organizational Structure

The following diagram illustrates the ownership structure of the Company immediately following the Business Combination and the jurisdictions in which the identified entities were organized.

Proposal 2: The 2019 Equity Incentive Plan Proposal

Greenland is proposing that its shareholders approve the 2019 Equity Incentive Plan which will become effective upon the Closing and will be used by Greenland on a going-forward basis following such Closing. A summary of the 2019 Equity Incentive Plan is set forth in the section entitled “Proposal 2: The 2019 Equity Incentive Plan Proposal” of this proxy statement and a complete copy of the 2019 Equity Incentive Plan is attached hereto as Annex B.

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Proposal 3: The Director Election Proposal

Greenland is proposing that its shareholders approve the election of five directors to serve staggered terms on the Greenland Board until the 2020 and 2021 annual meeting of shareholders, respectively, and until their respective successors are duly elected and qualified. A summary of the Director Election Proposal is set forth in the section entitled “Proposal 3: The Director Election Proposal” of this proxy statement.

Proposal 4: The Articles Amendment Proposal

Greenland is proposing that its shareholders approve the following material amendments to the Memorandum and Articles of Association:

•        to reflect the change of the name of the Company to “Greenland Technologies Holding Corporation” from “Greenland Acquisition Corporation”; and

•        to make our corporate existence perpetual as opposed to our current corporate existence terminating 12 months (or up to 21 months, if we extend the period of time to consummate a business combination) following the consummation of the IPO and removing various provisions applicable only to special purpose acquisition companies.

A summary of the Articles Amendment Proposal is set forth in the section entitled “Proposal 4: The Articles Amendment Proposal” of this proxy statement and a copy of such amendment is attached hereto as Annex C.

Proposal 5: The Adjournment Proposal

The Adjournment Proposal, if adopted, will allow the Greenland Board to adjourn the Special Meeting to a later date or dates, including, if necessary to permit further solicitation and vote of proxies if it is determined by Greenland that more time is necessary or appropriate to approve one or more proposals at the Special Meeting. A summary of the Adjournment Proposal is set forth in the section entitled “Proposal 5: The Adjournment Proposal” of this proxy statement.

Special Meeting

Date, Time and Place of Special Meeting

The Special Meeting will be held at 10:00 a.m. Eastern time, on October 17, 2019, at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, or at such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the Proposals.

Record Date; Outstanding Shares; Shareholders Entitled to Vote

Greenland has fixed the close of business on September 18, 2019, as the Record Date for determining the Greenland shareholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on such date, there were 5,782,000 Greenland Shares outstanding and entitled to vote. The Greenland Shares vote together as a single class and each share is entitled to one vote per share at the Special Meeting.

The Sponsor owns 1,100,000 Founder Shares. Pursuant to the Insider Letter Agreement, (i) the 1,100,000 Founder Shares owned by the Sponsor, (ii) the 260,000 Greenland Shares underlying the Private Placement Units owned by the Sponsor and (iii) any other Greenland Shares owned by the Sponsor or Greenland’s officers and directors will be voted in favor of the Business Combination Proposal at the Special Meeting.

Proxy Solicitation

Proxies with respect to the Special Meeting may be solicited by telephone, by facsimile, by mail, on the Internet or in person. Greenland has engaged Advantage Proxy to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A shareholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Special Meeting — Revoking Your Proxy; Changing Your Vote.”

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Quorum and Required Vote for the Proposals

A quorum of Greenland shareholders is necessary to hold a valid meeting. The presence, in person or by proxy, of Greenland shareholders representing a majority of the Greenland Shares issued and outstanding on the Record Date and entitled to vote on the Proposals will constitute a quorum for the Special Meeting.

Each of the Business Combination Proposal, the Director Election Proposal and the Articles Amendment Proposal is interdependent upon the others and must be approved in order for Greenland to complete the Business Combination as contemplated by the Share Exchange Agreement. The Business Combination Proposal, the 2019 Equity Incentive Plan Proposal, the Director Election Proposal, the Articles Amendment Proposal (as it is in conjunction with the consummation of the Business Combination) and the Adjournment Proposal will require the affirmative vote of the holders of a majority of the Greenland Shares that are present and vote at the Special Meeting. If any of the Business Combination Proposal, the Director Election Proposal or the Articles Amendment Proposal fails to receive the required approval, none of the Proposals will be approved and the Business Combination will not be completed.

Recommendation to Greenland Shareholders

The Greenland Board has unanimously determined that each of the Proposals is fair to and in the best interests of Greenland and its shareholders and has unanimously approved such Proposals. The Greenland Board unanimously recommends that shareholders:

•        Vote “FOR” the Business Combination Proposal;

•        Vote “FOR” the 2019 Equity Incentive Plan Proposal;

•        Vote “FOR” the election of each of the directors pursuant to the Director Election Proposal;

•        Vote “FOR” the Articles Amendment Proposal; and

•        Vote “FOR” the Adjournment Proposal, if it is presented at the Special Meeting.

The existence of any financial and personal interests of one or more of Greenland’s directors may be argued to result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Greenland and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Proposals. See the section entitled “Proposal 1: The Business Combination Proposal — Interests of Greenland’s Directors and Officers and Others in the Business Combination” in this proxy statement for a further discussion of such interests and potential conflicts of interest.

Regulatory Approvals

The Business Combination and the transactions contemplated by the Share Exchange Agreement are not subject to any additional regulatory requirement or approval, except for (i) filings with British Virgin Islands necessary to effectuate the proposed amendment to the Memorandum and Articles of Association and (ii) SEC filings required pursuant to the reporting requirements applicable to Greenland, and the requirements of the Securities Act and the Exchange Act, including the requirement to disseminate this proxy statement to Greenland’s shareholders.

Appraisal Rights

Appraisal rights are not available to our shareholders in connection with the Business Combination under the structure as presently contemplated.

Risk Factors

In evaluating the Proposals set forth in this proxy statement, you should carefully read this proxy statement, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors” beginning on page 25.

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QUESTIONS AND ANSWERS

Q.     Why am I receiving this proxy statement?

A.     You are receiving this proxy statement in connection with the Special Meeting of Greenland shareholders. Greenland is holding the Special Meeting to consider and vote upon the following five Proposals. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement.

Greenland’s shareholders are being asked to consider and vote upon the Business Combination Proposal to approve the Share Exchange Agreement and the Business Combination contemplated thereby. The Share Exchange Agreement provides that, among other things, Greenland will acquire 100% of the issued and outstanding capital stock of Zhongchai Holding. Shareholder approval of the Share Exchange Agreement and the transactions contemplated thereby is required by the Share Exchange Agreement and the Memorandum and Articles of Association as well as to comply with Nasdaq listing rules 5635(a) and (d). A copy of the Share Exchange Agreement is attached to this proxy statement as Annex A and Greenland encourages its shareholders to read it in its entirety. See the section entitled “Proposal 1: The Business Combination Proposal.”

Greenland’s shareholders are also being asked to consider and vote upon the 2019 Equity Incentive Plan Proposal to adopt the 2019 Equity Incentive Plan. Among other things, the 2019 Equity Incentive Plan, which would become effective upon the completion of the Business Combination, is intended to maintain and strengthen the Company’s ability to attract and retain key employees, directors, consultants and certain other individuals providing services to the Company and to motivate them to remain focused on long-term shareholder value. See the section entitled “Proposal 2: The 2019 Equity Incentive Plan Proposal.” A copy of the 2019 Equity Incentive Plan is attached to this proxy statement as Annex B, and Greenland encourages its shareholders to read the plan in its entirety.

Greenland’s shareholders are also being asked to vote upon the Director Election Proposal to elect five directors to serve staggered terms on the Greenland Board until the 2020 and 2021 annual meeting of shareholders, respectively, and until their respective successors are duly elected and qualified. See the section entitled “Proposal 3: The Director Election Proposal.”

Greenland’s shareholders are also being asked to consider and vote upon a proposal to amend the Memorandum and Articles of Association: (i) to reflect the change of the name of the Company to “Greenland Technologies Holding Corporation” from “Greenland Acquisition Corporation” and (ii) to make our corporate existence perpetual as opposed to our current corporate existence terminating 12 months (or up to 21 months, if Greenland extends the period of time to consummate a business combination) following the consummation of the IPO and removing various provisions applicable only to special purpose acquisition companies. The full text of the proposed amendment to the Memorandum and Articles of Association is attached to this proxy statement as Annex C. See the section entitled “Proposal 4: The Articles Amendment Proposal.”

Greenland’s shareholders are also being asked to consider and vote upon the Adjournment Proposal to adjourn the Special Meeting to a later date or dates, if necessary, including to permit further solicitation and vote of proxies if it is determined by Greenland that more time is necessary or appropriate to approve one or more Proposals to the Special Meeting. See the section entitled “Proposal 5: The Adjournment Proposal.”

The presence, in person or by proxy, of Greenland shareholders representing a majority of the issued and outstanding Greenland Shares on the Record Date and entitled to vote on the Proposals will constitute a quorum for the Special Meeting.

YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.

Q:     What is being voted on at the Special Meeting?

A:     The shareholders of Greenland are being asked to vote on the following Proposals:

•        The Business Combination Proposal;

•        The 2019 Equity Incentive Plan Proposal;

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•        The Director Election Proposal;

•        The Articles Amendment Proposal; and

•        The Adjournment Proposal.

Q:     Are the Proposals conditioned on one another?

A:     Each of the Business Combination Proposal, the Director Election Proposal and the Articles Amendment Proposal is interdependent upon the others and each must be approved in order for Greenland to complete the Business Combination contemplated by the Share Exchange Agreement. The Business Combination Proposal, the 2019 Equity Incentive Plan Proposal, the Director Election Proposal, the Articles Amendment Proposal and the Adjournment Proposal must be approved by the holders of a majority of the Greenland Shares that are present and vote at the Special Meeting.

Q.     What are the federal income tax consequences of exercising my Redemption Rights?

A.     For U.S. federal income tax purposes, Greenland shareholders who exercise their Redemption Rights to receive cash from the Trust Account in exchange for their Greenland Shares generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the Redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the Greenland Shares redeemed. See the section entitled “Proposal 1: The Business Combination Proposal — Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights.”

Q.     Why is Greenland proposing the Business Combination?

A.     Greenland was organized for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities. Since Greenland’s organization, the Greenland Board has sought to identify suitable candidates in order to effect such a transaction. In its review of Zhongchai Holding, the Greenland Board considered a variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, the Greenland Board has determined that the Business Combination presents a highly attractive business combination opportunity and is in the best interests of Greenland shareholders. The Greenland Board believes that, based on its review and consideration, the Business Combination with Zhongchai Holding presents an opportunity to increase shareholder value. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved. Shareholder approval of the Business Combination is required by the Share Exchange Agreement as well as to comply with Nasdaq listing rules 5635(a) and (d).

Q.     What will happen in the Business Combination and what is the consideration that the Zhongchai Equity Holder will receive in return for the acquisition of Zhongchai Holding by Greenland?

A.     The Business Combination consists of a series of transactions pursuant to which Greenland will acquire 100% of the issued and outstanding capital stock of Zhongchai Holding, in exchange for the issuance of 7,500,000 Greenland Shares to the Zhongchai Equity Holder.

See the section entitled, “Proposal 1: The Business Combination Proposal — The Share Exchange Agreement — Consideration.”

Q.     What equity stake will current Greenland shareholders and Zhongchai Equity Holder hold in the Company immediately after the completion of the Business Combination?

A.     Upon the completion of the Business Combination (assuming, among other things, that no Greenland shareholders exercise Redemption Rights with respect to their Greenland Shares upon completion of the Business Combination and the other assumptions described under the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages”), after giving effect to the issuance of Greenland Shares upon the conversion of the Rights and the Private Placement Rights immediately following the Closing, but excluding the issuance of Greenland Shares upon the exercise of the Warrants and the Private Placement Warrants, the Zhongchai Equity Holder is expected to own approximately 52.1% of the outstanding

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Greenland Shares, the PIPE Investors are expected to own approximately 4.2% of the outstanding Greenland Shares, an independent third party that is a China-based entity that acted as finder in connection with the Business Combination is expected to own approximately 0.3% of the outstanding Greenland Shares and the current holders of Greenland Shares are expected to own approximately 43.4% of the outstanding Greenland Shares (approximately 33.6% held by the Public Shareholders, approximately 0.2% held by Chardan and approximately 9.6% held by the Sponsor).

If any of Greenland’s shareholders exercise their Redemption Rights, the percentage of the outstanding Greenland Shares held by the current holders of Greenland Shares will decrease and the percentages of the outstanding Greenland Shares held by the Zhongchai Equity Holder will increase, in each case relative to the percentage held if none of the Greenland Shares are redeemed.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages”. Should one or more of the assumptions prove incorrect, actual beneficial ownership percentages may vary materially from those described in this proxy statement as anticipated, believed, estimated, expected or intended.

Q.     Did the Greenland Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     No. The Greenland Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Greenland’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience of Greenland’s advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the Greenland Board in valuing Zhongchai Holding’s business and assuming the risk that the Greenland Board may not have properly valued such business.

Q.     What happens to the funds deposited in the Trust Account after completion of the Business Combination?

A.     After completion of the Business Combination, the funds in the Trust Account will be used to pay holders of the Public Shares who exercise Redemption Rights and, after paying the Redemptions, a portion will be used to pay transaction expenses incurred in connection with the Business Combination, including deferred IPO underwriting fees to Greenland’s investment bankers and for working capital of the Company and its subsidiaries and general corporate purposes of the Company and its subsidiaries. Such funds may also be used to reduce the indebtedness and certain other liabilities of the Company and its subsidiaries. As of August 31, 2019, there were cash and marketable securities held in the Trust Account of approximately $45.5 million. These funds will not be released until the earlier of the completion of the Business Combination or the Redemption of the Public Shares if Greenland is unable to complete a Business Combination by October 25, 2019 (or April 27, 2020, if we extend the period of time to consummate a business combination) (except that interest earned on the amounts held in the Trust Account may be released earlier as necessary to pay for any franchise or income taxes and up to $50,000 in liquidation expenses).

Q.     What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their Redemption Rights?

A.     Public Shareholders may vote in favor of the Business Combination and still exercise their Redemption Rights, provided that Greenland, after payment of all such Redemptions, has at least $5,000,001 in net tangible assets upon Closing. The Business Combination may be completed even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of Redemptions by Public Shareholders. If the Business Combination is completed notwithstanding Redemptions, the Company will have fewer Public Shares and Public Shareholders, the trading market for the Company’s securities may be less liquid and the Company may not be able to meet the minimum listing standards for a national securities exchange. Furthermore, the funds available from the Trust Account for working capital purposes of the Company after the Business Combination may not be sufficient for its future operations and may not allow the Company to reduce Zhongchai Holding’s indebtedness and/or pursue its strategy for growth.

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Q.     What conditions must be satisfied to complete the Business Combination?

A.     Unless waived by the parties to the Share Exchange Agreement, and subject to applicable law, the completion of the Business Combination is subject to a number of conditions set forth in the Share Exchange Agreement, including, among others:

•        the approval by Greenland’s shareholders of the Business Combination Proposal, the Director Election Proposal and the Articles Amendment Proposal;

•        upon Closing, Greenland having net tangible assets of at least $5,000,001;

•        the Greenland Shares being listed on Nasdaq and eligible for continued listing on Nasdaq following the Closing and after giving effect to the Redemptions; and

•        the existing directors of Greenland having resigned and the five director nominees submitted for approval by the shareholders of Greenland having been appointed to the Greenland Board.

For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled, “Proposal 1: The Business Combination Proposal — The Share Exchange Agreement — Conditions to Closing of the Business Combination.”

Q.     When do you expect the Business Combination to be completed?

A.     It is currently expected that the Business Combination will be completed in the fourth quarter of 2019. This timing depends, among other things, on the approval of the Proposals at the Special Meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by the shareholders at the Special Meeting and Greenland elects to adjourn the Special Meeting to a later date or dates to permit further solicitation and vote of proxies if reasonably determined to be necessary or desirable by Greenland.

Q.     Will Greenland enter into any equity financing arrangements in connection with the Business Combination?

A.     Yes. On September 8, 2019, Greenland entered into the Subscription Agreements with certain investors, pursuant to which Greenland agreed to issue and sell to the PIPE Investors an aggregate of $6,000,000 of Greenland Shares, at a price of $10.25 per share in the PIPE Financing. The PIPE Financing is conditioned on the Closing occurring concurrently with or immediately after the closing of the PIPE Financing and other customary closing conditions. The proceeds from the PIPE Financing will be used to fund expenses incurred in connection with the Business Combination and to fund the Greenland’s working capital requirements following the Closing.

Q.     Why is Greenland proposing the 2019 Equity Incentive Plan Proposal?

A.     The purpose of the 2019 Equity Incentive Plan is to enable Greenland to offer eligible employees, directors and consultants cash and share-based incentive awards in order to attract, retain and reward these individuals and strengthen the mutuality of interests between them and Greenland’s shareholders. For more information, see the section entitled “Proposal 2: The 2019 Equity Incentive Plan Proposal.”

Q.     Why is Greenland proposing the Director Election Proposal?

A.     The Share Exchange Agreement requires that the initial Greenland Board following the completion of the Business Combination to be comprised of Min Zhang, Everett Xiaolin Wang and Hong Liang Lu to serve as Class I directors for a term expiring at the Company’s annual meeting in 2020 and Peter Zuguang Wang and Yanming Liu to serve as Class II directors for a term expiring at the Company’s annual meeting in 2021. The Director Election Proposal is being presented to implement the requirement of the Share Exchange Agreement to install the Greenland Board. See the section entitled “Proposal 3: The Director Election Proposal” for additional information.

Q.     Why is Greenland proposing the Articles Amendment Proposal?

A.     Greenland is proposing the Articles Amendment Proposal: (i) to reflect the change of the name of the Company to “Greenland Technologies Holding Corporation” from “Greenland Acquisition Corporation” and (ii) to make

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our corporate existence perpetual as opposed to our current corporate existence terminating 12 months (or up to 21 months, if Greenland extends the period of time to consummate a business combination) following the consummation of the IPO and removing various provisions applicable only to special purpose acquisition companies. For more information, see the section entitled “Proposal 4: The Articles Amendment Proposal.

Q.     Why is Greenland proposing the Adjournment Proposal?

A.     Greenland is proposing the Adjournment Proposal to allow the adjournment of the Special Meeting to a later date or dates, including if necessary to permit further solicitation and vote of proxies if it is determined by Greenland that more time is necessary or appropriate to approve one or more Proposals at the Special Meeting. Please see the section entitled “Proposal 5: The Adjournment Proposal” for additional information.

Q.     When and where will the Special Meeting be held?

A.     The Special Meeting will be held at 10:00 a.m. Eastern Time on October 17, 2019 at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. Only shareholders who held Greenland Shares at the close of business on September 18, 2019 will be entitled to vote at the Special Meeting and at any adjournments and postponements thereof.

Q.     Who is entitled to vote at the Special Meeting?

A.     Greenland has fixed September 18, 2019 as the Record Date. If you were a shareholder of Greenland at the close of business on the Record Date, you are entitled to vote on matters that come before the Special Meeting. However, a shareholder may only vote his, her or its shares if he, she or it is present in person or is represented by proxy at the Special Meeting.

Q.     How do I vote?

A.     If you are a record owner of your shares, there are two ways to vote your Greenland Shares at the Special Meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Greenland Board “FOR” each of the Business Combination Proposal, the 2019 Equity Incentive Plan Proposal, the election of each of the directors pursuant to the Director Election Proposal, the Articles Amendment Proposal and the Adjournment Proposal (if presented). Votes received after a matter has been voted upon at the Special Meeting will not be counted.

You Can Attend the Special Meeting and Vote in Person. When you arrive, you will receive a ballot that you may use to cast your vote.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the Special Meeting and vote in person and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way Greenland can be sure that the broker, bank or nominee has not already voted your shares.

Q:     What if I do not vote my Greenland Shares or if I abstain from voting?

A:     The Business Combination Proposal, the 2019 Equity Incentive Plan Proposal, the Director Election Proposal, the Articles Amendment Proposal (as it is in conjunction with the consummation of the Business Combination) and the Adjournment Proposal must be approved by the holders of a majority of the Greenland Shares that are present and vote at the Special Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Proposals. As a result, if you abstain from voting on the Proposals, your Greenland Shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of the Memorandum and Articles of Association), but the abstention will have no effect on the outcome of such proposal.

15

Q:     What Proposals must be passed in order for the Business Combination to be completed?

A:     The Business Combination will not be completed unless the Business Combination Proposal, the Director Election Proposal and the Articles Amendment Proposal are approved. If Greenland does not complete a Business Combination by October 25, 2019 (or April 27, 2020, if we extend the period of time to consummate a business combination), Greenland will be required to dissolve and liquidate itself and return the monies held within its Trust Account to its Public Shareholders unless Greenland submits and its shareholders approve an additional extension.

Q:     How does the Greenland Board recommend that I vote on the Proposals?

A:     The Greenland Board unanimously recommends that the holders of Greenland Shares entitled to vote on the Proposals, vote as follows:

“FOR” approval of the Business Combination Proposal;

“FOR” approval of the 2019 Equity Incentive Plan Proposal;

“FOR” approval of the election of each of the director nominees pursuant to the Director Election Proposal;

“FOR” approval of the Articles Amendment Proposal; and

“FOR” approval of the Adjournment Proposal, if presented.

Q:     How many votes do I have?

A:     Greenland shareholders have one vote per Greenland Share held by them on the Record Date on each proposal to be voted upon.

Q.     How will the Sponsor and Greenland’s officers and directors vote in connection with the Proposals?

A.     As of the date of this proxy statement, the Sponsor owned of record an aggregate of 1,100,000 Founder Shares and 260,000 Placement Units, representing approximately 23.5% of the issued and outstanding Greenland Shares. Pursuant to the Insider Letter Agreement, the Sponsor and Greenland’s directors and officers have agreed to vote the Greenland Shares owned by them (including the Founder Shares and the shares underlying the Private Placement Units) in favor of the Proposals. The Sponsor and Greenland’s officers and directors, as of the date of this proxy statement, have not acquired any Greenland Shares during or after our IPO in the open market. However, any subsequent purchases of Greenland Shares prior to the Record Date by the Sponsor or Greenland’s officers and directors in the aftermarket will make it more likely that the Proposals will be approved as such shares would be voted in favor of the Proposals. As of the Record Date, there were 5,782,000 Greenland Shares outstanding.

Q.     Do I have Redemption Rights with respect to my Greenland Shares?

A.     Under Regulation 23.5 of the Memorandum and Articles of Association, prior to the completion of the Business Combination, Greenland will provide all of the Public Shareholders with the opportunity to have their shares redeemed upon the completion of the Business Combination, subject to certain limitations, for cash equal to the applicable Redemption Price; provided, however, that Greenland may not redeem such shares to the extent that such Redemption would result in Greenland having net tangible assets (as determined under the Exchange Act) of less than $5,000,001 upon the completion of the Business Combination.

Public Shareholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination, or whether or not they were holders of Greenland Shares as of the Record Date or acquired their shares after the Record Date. The Redemptions will be effectuated in accordance with the Memorandum and Articles of Association and British Virgin Islands law. Any Public Shareholder who holds Greenland Shares on or before October 15, 2019 (two business days before the Special Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the completion of the Business Combination; provided that such Public Shareholders follow the procedures provided for exercising such Redemption as set forth in the Memorandum and Articles of Association, as described below, by such date. However, the proceeds held in the

16

Trust Account could be subject to claims that could take priority over those of Public Shareholders exercising Redemption Rights, regardless of whether such holders vote for or against the Business Combination Proposal and whether such holders are holders of Greenland Shares as of the Record Date. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. A Public Shareholder will be entitled to receive cash for these shares only if the Business Combination is completed.

Q:     May the Sponsor, Greenland’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

A:     The Sponsor and Greenland’s directors, officers, advisors or their affiliates may purchase Greenland Shares in privately negotiated transactions or in the open market either prior to or after the Closing, including from Greenland shareholders who would have otherwise exercised their Redemption Rights. However, the Sponsor, directors and officers have no current commitments or plans to engage in such transactions and have not formulated any terms or conditions for any such transactions as of the date of this proxy statement. If such parties engage in such transactions, any such purchases will be subject to limitations regarding possession of any material nonpublic information not disclosed to the seller of such shares and they will not make any such purchases if such purchases are prohibited by Regulation M under the Exchange Act. Any such purchase after the Record Date would include a contractual acknowledgement that the selling shareholder, although still the record holder of Greenland Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights. In the event the Sponsor or Greenland’s directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their Redemption Rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per-share pro rata portion of the aggregate amount then on deposit in the Trust Account (including by way of the Sponsor transferring Founder Shares to any such seller of Greenland Shares). Any such purchases may not be in the best interest of Public Shareholders not receiving any such excess purchase price. There is no limit on the number of Greenland Shares that could be acquired by the Sponsor and Greenland’s directors, officers, advisors or their affiliates, or the price to be paid (including the number of Founder Shares that could be transferred).

Pursuant to the Insider Letter Agreement, the Sponsor and Greenland’s directors and officers have agreed to waive their Redemption Rights with respect to (i) the 1,100,000 Founder Shares owned by the Sponsor, (ii) the 260,000 shares underlying the Placement Units owned by the Sponsor and (iii) any other Greenland Shares owned by the Sponsor or Greenland’s directors and officers, and such Founder Shares and shares underlying such Placement Units will be excluded from the pro rata calculation used to determine the per-share Redemption Price. However, if the Sponsor or Greenland’s directors, officers and their affiliates acquired Public Shares in or after the IPO (or acquire Public Shares following the date of this proxy statement), they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if Greenland fails to complete a Business Combination by October 25, 2019 (or April 27, 2020, if we extend the period of time to consummate a business combination).

Q.     Is there a limit on the number of shares I may redeem?

A.     Each Public Shareholder, together with any affiliate or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking Redemption Rights with respect to 15% or more of the Public Shares. Accordingly, any shares held by a Public Shareholder or “group” in excess of such 15% cap will not be redeemed by Greenland. Any Public Shareholder who holds less than 15% of the Public Shares may have all of the Public Shares held by him or her redeemed for cash.

Q.     How do I exercise my Redemption Rights?

A.     If you are a Public Shareholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on October 15, 2019 (two (2) business days before the Special Meeting), that Greenland redeem your shares into cash; (ii) affirmatively certify in your request to Greenland’s Transfer Agent for Redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of

17

the Exchange Act) and (iii) submit your request in writing to Greenland’s Transfer Agent, at the address listed in this proxy statement and deliver your shares to Greenland’s Transfer Agent physically or electronically using The Depository Trust Company’s DWAC system at least two business days prior to the vote at the Special Meeting.

Any request for Redemption, once made by a Public Shareholder, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting. In addition, if you deliver your shares for Redemption to Greenland’s Transfer Agent and later decide prior to the Special Meeting not to elect Redemption, you may request that Greenland’s Transfer Agent return the shares (physically or electronically). You may make such request by contacting Greenland’s Transfer Agent at the phone number or address listed in this proxy statement.

Public Shareholders seeking to exercise their Redemption Rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is Greenland’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Greenland does not have any control over this process and it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their banks, brokers or other nominees to have the shares certificated or delivered electronically. There is a cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a nominal fee to the tendering broker and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.

If a Public Shareholder properly demands Redemption as described above, then, if the Business Combination is completed, Greenland will redeem the shares subject to the Redemptions for cash. Such amount will be paid promptly after completion of the Business Combination. If you exercise your Redemption Rights, then you will be exchanging your Greenland Shares for cash and will no longer own these shares following the Business Combination.

If you are a Public Shareholder and you exercise your Redemption Rights, it will not result in either the exercise or loss of any Warrants or Rights that you may hold. Your Warrants will continue to be outstanding following a Redemption of your Greenland Shares and will become exercisable in connection with the completion of the Business Combination. Your Rights will continue to be outstanding following a Redemption of your Greenland Shares and will be converted into Greenland Shares upon consummation of the Business Combination.

If you intend to seek Redemption of your Public Shares, you will need to deliver your shares (either physically or electronically) to Greenland’s Transfer Agent prior to the Special Meeting, as described in this proxy statement. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

E-mail: mzimkind@continentalstock.com

Q.     What happens if the Business Combination is not completed?

A.     If a Public Shareholder has tendered shares to be redeemed but the Business Combination is not completed, the Redemptions will be canceled and the tendered shares will be returned to the relevant Public Shareholders as appropriate. The current deadline set forth in the Memorandum and Articles of Association for Greenland to complete its initial Business Combination is October 25, 2019 (or April 27, 2020, if we extend the period of time to consummate a business combination).

18

SELECTED HISTORICAL FINANCIAL INFORMATION OF GREENLAND

The following table sets forth selected historical financial information derived from Greenland’s unaudited financial statements as of and for the six months ended May 31, 2019 and the audited financial statements as of November 30, 2018 and for the period from December 28, 2017 (date of inception) through November 30, 2018, each of which is included elsewhere in this proxy statement. Such financial information should be read in conjunction with the audited financial statements and related notes included elsewhere in this proxy statement.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Greenland” and Greenland’s financial statements and the related notes appearing elsewhere in this proxy statement.

 

Six Months ended
May 31,
2019

 

December 28, 2017
(inception) to November 28, 2018

Statement of Operations Data:

 

 

 

 

 

 

 

 

Operating costs

 

$

595,092

 

 

$

372,998

 

Loss from operations

 

 

(595,092

)

 

 

(372,998

)

Other income

 

 

 

 

 

 

 

 

Interest income and unrealized losses on marketable securities

 

 

522,027

 

 

 

307,387

 

Change in value of deferred underwriting fee liability

 

 

(16,189

)

 

 

(1,173

)

Net Loss

 

$

(89,254

)

 

$

(66,784

)

   

 

 

 

 

 

 

 

Basic and diluted net loss per share attributable to ordinary shares

 

$

(0.28

)

 

$

(0.24

)

Weighted average shares outstanding, basic and diluted

 

 

1,917,552

 

 

 

1,415,310

 

   

 

 

 

 

 

 

 

Cash Flow Data:

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(549,858

)

 

$

(426,265

)

Net cash used in investing activities

 

$

 

 

$

(44,000,000

)

Net cash provided by financing activities

 

$

250,000

 

 

$

45,070,965

 

   

 

 

 

 

 

 

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

Cash

 

$

344,842

 

 

$

644,700

 

Marketable securities held in Trust Account

 

$

44,829,414

 

 

$

44,307,387

 

Total assets

 

$

45,227,064

 

 

$

45,036,632

 

Ordinary shares subject to possible redemption

 

$

38,936,612

 

 

$

39,025,866

 

Total shareholders’ equity

 

$

5,000,001

 

 

$

5,000,001

 

19

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND
OTHER DATA OF ZHONGCHAI HOLDING

The following table sets forth selected historical financial information derived from Zhongchai Holding’s unaudited condensed consolidated financial statements for the six months ended June 30, 2019 and 2018 and audited condensed consolidated financial statements for the year ended December 31, 2018 and 2017, which are included elsewhere in this proxy statement.

The information is only a summary and should be read in conjunction with Zhongchai Holding’s consolidated financial statements and related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Zhongchai Holding” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement are not indicative of the future performance of Zhongchai Holding.

 

For the Year Ended
December 31,

 

For the Six Months Ended
June 30,

   

2018

 

2017

 

2019

 

2018

Net sales-third parties

 

$

59,594,185

 

 

$

48,976,317

 

 

$

28,490,552

 

 

$

35,414,270

 

Net sales-related parties

 

 

618,903

 

 

 

96,872

 

 

 

60,218

 

 

 

591,291

 

Total Sales

 

 

60,213,088

 

 

 

49,073,189

 

 

 

28,550,770

 

 

 

36,005,561

 

Cost of sales

 

 

46,139,858

 

 

 

37,211,745

 

 

 

21,925,996

 

 

 

26,756,080

 

Gross Profit

 

 

14,073,230

 

 

 

11,861,444

 

 

 

6,624,774

 

 

 

9,249,481

 

Selling, general and administrative expenses

 

 

2,863,575

 

 

 

10,876,728

 

 

 

1,488,389

 

 

 

1,866,491

 

Research and development expenses

 

 

2,512,403

 

 

 

1,838,032

 

 

 

1,150,779

 

 

 

1,190,476

 

Income (Loss) from operations

 

 

8,697,252

 

 

 

(853,316

)

 

 

3,985,606

 

 

 

6,192,514

 

Interest income

 

 

22,668

 

 

 

16,195

 

 

 

13,093

 

 

 

15,214

 

Interest expense

 

 

(1,554,864

)

 

 

(1,169,954

)

 

 

(877,543

)

 

 

(831,074

)

Other income

 

 

851,451

 

 

 

929,031

 

 

 

462,047

 

 

 

292,749

 

Income (Loss) before income tax provision

 

 

8,016,507

 

 

 

(1,078,044

)

 

 

3,583,203

 

 

 

5,669,403

 

Income tax provision

 

 

1,392,956

 

 

 

2, 192,647

 

 

 

576,951

 

 

 

984,051

 

Net income (Loss)

 

$

6,623,551

 

 

$

(3,270,691

)

 

$

3,006,252

 

 

$

4,685,352

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flow Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash flow (used in)/provided by operating activities

 

$

1,281,793

 

 

$

4,475,032

 

 

$

3,230,435

 

 

$

175,320

 

Net cash flow (used in)/provided by investing activities

 

$

2,459,775

 

 

$

(10,620,043

)

 

$

1,343,271

 

 

$

2,559,031

 

Net cash flow (used in)/provided by financing activities

 

$

(2,125,193

)

 

$

8,821,954

 

 

$

(6,095,100

)

 

$

(300,886

)

 

For the Six Months Ended
June 30,

 

For the Year Ended
December 31,

   

2019

 

2018

 

2017

Balance Sheet Data:

 

 

   

 

   

 

 

Cash and cash equivalents

 

$

4,714,552

 

$

3,377,564

 

$

1,311,790

Total assets

 

$

106,473,436

 

$

107,640,288

 

$

108,455,701

Total liabilities

 

$

63,940,371

 

$

68,001,420

 

$

73,377,099

Total equity

 

$

42,533,065

 

$

39,638,868

 

$

35,078,602

20

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The selected unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information included elsewhere in this proxy statement.

The following selected unaudited pro forma condensed combined balance sheet as of May 31, 2019 combines the historical balance sheet of Greenland as of May 31, 2019 and the historical consolidated balance sheet of Zhongchai Holding as of June 30, 2019, giving effect to the Business Combination as described below on a pro forma basis as if it had been completed on May 31, 2019. The following selected unaudited pro forma condensed combined statement of operations for the six months ended May 31, 2019 and the period ended November 30, 2018 combines the historical consolidated statement of operations of Greenland for the six months ended May 31, 2019 and for the period from December 28, 2017 (inception) through November 30, 2018 with the historical consolidated statement of operations and comprehensive income of Zhongchai Holding for the six months ended June 30, 2019 and the year ended December 31, 2018, giving effect to the Business Combination as described on a pro forma basis as if it had been completed as of the earliest period presented. The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes and the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Greenland,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Zhongchai Holding” and the following historical financial statements and accompanying notes of Greenland and Zhongchai Holding, which are included elsewhere in this proxy statement:

•        Greenland’s unaudited financial statements as of and for the six months ended May 31, 2019 and the related notes;

•        Greenland’s audited financial statements as of November 30, 2018 and for the period from December 28, 2017 (inception) through November 30, 2018 and the related notes;

•        Zhongchai Holding’s unaudited consolidated financial statements as of and for the six months ended June 30, 2019 and the related notes; and

•        Zhongchai Holding’s audited consolidated financial statements as of and for the year ended December 31, 2018 and the related notes.

The historical financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are related and/or directly attributable to the Business Combination, are factually supportable and are expected to have a continuing impact on the Company’s operating results. The adjustments presented in the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the Company upon completion of the Business Combination. The pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements and described in the notes thereto reflect, among other things, the consummation of the Business Combination and the estimated issuance of Greenland Shares in connection with the PIPE Financing.

The unaudited pro forma combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma combined financial information as being indicative of the historical financial position and results that would have been achieved had the companies always been combined or the future financial position and results that the combined company will experience. Zhongchai Holding and Greenland have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

21

The unaudited pro forma combined financial information has been prepared assuming two alternative levels of Redemption into cash of Greenland Shares:

•        Scenario 1 — Assuming no Redemptions for cash:    This presentation assumes that no Greenland shareholders exercise Redemption Rights with respect to their Public Shares upon consummation of the Business Combination; and

•        Scenario 2 — Assuming Redemptions of 3,821,622 Public Shares for cash:    This presentation assumes that Greenland shareholders exercise their Redemption Rights with respect to a maximum of 3,821,622 Public Shares upon consummation of the Business Combination at a Redemption Price of approximately $10.19 per share. The maximum Redemption amount is derived from a minimum net tangible asset requirement of $5,000,001 required pursuant to the Share Exchange Agreement, after giving effect to the payments to redeeming shareholders. Scenario 2 includes all adjustments contained in Scenario 1 and presents additional adjustments to reflect the effect of the maximum Redemptions.

 

Six Months Ended May 31, 2019 (Greenland) and the
Six Months Ended June 30, 2019 (Zhongchai Holding)

   

Greenland (Historical)

 

Zhongchai Holding (Historical)

 

Combined
Pro Forma –
No Redemptions

 

Combined
Pro Forma –
Maximum Redemptions

Statements of Operations Data:

 

 

 

 

 

 

   

 

   

 

 

Total revenue

 

$

 

 

$

28,550,770

 

$

28,550,770

 

$

28,550,770

Costs of goods sold

 

 

 

 

 

21,925,996

 

 

21,925,996

 

 

21,925,996

Total operating expenses

 

 

595,092

 

 

 

2,639,168

 

 

2,927,024

 

 

2,927,024

Income (loss) from operations

 

 

(595,092

)

 

 

3,985,606

 

 

3,697,750

 

 

3,697,750

Net income (loss)

 

 

(89,254

)

 

 

3,006,252

 

 

2,734,426

 

 

2,734,426

Net income attributable to noncontrolling interests

 

 

 

 

 

334,304

 

 

334,304

 

 

334,304

Net income (loss) attributable to the Company

 

$

(89,254

)

 

$

2,671,948

 

$

2,400,122

 

$

2,400,122

Weighted average shares outstanding, basic and diluted

 

 

1,917,552

 

 

 

   

 

14,385,566

 

 

10,563,944

   

 

 

 

 

 

   

 

   

 

 

Basic and diluted (loss) income per share

 

$

(0.28

)

 

 

   

$

0.17

 

$

0.23

 

For the Period from December 28, 2017 (inception) through
November 30, 2018 (Greenland) and the
Year Ended December 31, 2018 (Zhongchai Holding)

   

Greenland (Historical)

 

Zhongchai Holding (Historical)

 

Combined
Pro Forma –
No Redemptions

 

Combined
Pro Forma –
Maximum Redemptions

Statements of Operations Data:

 

 

 

 

 

 

   

 

   

 

 

Total revenue

 

$

 

 

$

60,213,088

 

$

60,213,088

 

$

60,213,088

Costs of goods sold

 

 

 

 

 

46,139,858

 

 

46,139,858

 

 

46,139,858

Total operating expenses

 

 

372,998

 

 

 

5,375,978

 

 

5,748,976

 

 

5,748,976

(Loss) income from operations

 

 

(372,998

)

 

 

8,697,252

 

 

8,324,254

 

 

8,324,254

Net income (loss)

 

 

(66,784

)

 

 

6,623,551

 

 

6,295,488

 

 

6,295,488

Net income attributable to noncontrolling interests

 

 

 

 

 

741,077

 

 

741,077

 

 

741,077

Net income (loss) attributable to the Company

 

$

(66,784

)

 

$

5,882,474

 

$

5,554,411

 

$

5,554,411

Weighted average shares outstanding, basic and diluted

 

 

1,415,310

 

 

 

   

 

14,385,566

 

 

10,510,108

Basic and diluted (loss) income per share

 

$

(0.24

)

 

 

   

$

0.39

 

$

0.53

22

 

As of May 31, 2019 (Greenland) and
June 30, 2019 (Zhongchai Holding)

   

Greenland (Historical)

 

Zhongchai Holding (Historical)

 

Combined
Pro Forma –
No Redemptions

 

Combined
Pro Forma –
Maximum Redemptions

Balance Sheet Data:

 

 

   

 

   

 

   

 

 

Cash and cash equivalents

 

$

344,842

 

$

4,714,552

 

$

52,878,808

 

$

14,706,520

Restricted cash

 

$