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         , 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         , 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         , 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         , 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.

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

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.

“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.

“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         , 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         , 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.

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

“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.      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.

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.

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 find replacement cash to meet the requirements of the Share Exchange Agreement or the failure to meet other conditions to Closing in the Share Exchange Agreement;

•        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;

•        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.”

RISK FACTORS

You should carefully consider all the following risk factors, together with all of the other information in this proxy statement, including the financial information, before deciding how to vote or instruct your vote to be cast to approve the Proposals described in this proxy statement.

The value of your investment following the completion of the Business Combination will be subject to significant risks affecting, among other things, the Company’s business, financial condition and results of operations. If any of the events described below occur, the Company’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of the Company’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of Greenland and Zhongchai Holding.

Risks Related to the Business Combination

Greenland’s shareholders will experience dilution due to the issuance of Greenland Shares to the Zhongchai Equity Holder as consideration in the Business Combination.

Based on Zhongchai Holding’s and Greenland’s current capitalization, we anticipate issuing 7,500,000 Greenland Shares, pursuant to the Share Exchange Agreement, to the Zhongchai Equity Holder as consideration in the Business Combination. Furthermore, if the 2019 Equity Incentive Plan Proposal is approved, a number of shares equal to 10% of the sum of (i) the number of issued and outstanding Greenland Shares immediately after the Closing and (ii) the number of shares reserved under the 2019 Equity Incentive Plan will be authorized for issuance under the 2019 Equity Incentive Plan. Based on the assumptions described under the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages”, and after giving effect to the issuance of Greenland Shares upon the conversion of the Rights and the Private Placement Rights immediately following the Closing, Greenland’s current shareholders would hold in the aggregate approximately 45.3% of the outstanding Greenland Shares (approximately 35.1% held by the Public Shareholders and approximately 10.2% held by the Sponsor), and the Zhongchai Equity Holder would hold approximately 54.3% of the outstanding Greenland Shares. Without limiting the other assumptions described under the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages”, these ownership percentages do not take into account:

•        any warrants or options to purchase Greenland Shares that will be outstanding following the Business Combination; or

•        any equity awards that may be issued under the proposed 2019 Equity Incentive Plan following the Business Combination.

If any of the Public Shares are redeemed in connection with the Business Combination, the percentage of the outstanding Greenland Shares held by the Public Shareholders will decrease and the percentages of the outstanding Greenland Shares held immediately following the Business Combination by the Sponsor and the Zhongchai Equity Holder will increase. To the extent that any of the outstanding warrants are exercised for shares, or additional awards are issued under the proposed 2019 Equity Incentive Plan, Greenland’s existing shareholders may experience substantial dilution. Such dilution could, among other things, limit the ability of Greenland’s current shareholders to influence the Company’s management through the election of directors following the Business Combination.

The ability of Greenland’s shareholders to exercise Redemption Rights with respect to Greenland’s Public Shares may prevent Greenland from completing the Business Combination or optimizing its capital structure.

Greenland does not know how many shareholders will ultimately exercise their Redemption Rights in connection with the Business Combination. As such, the Business Combination is structured based on Greenland’s expectations (and those of the other parties to the Share Exchange Agreement) as to the number of shares that will be submitted for Redemption. In addition, if a larger number of shares are submitted for Redemption than Greenland initially expected, Greenland may need to seek to arrange for third party financing. Raising such additional financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

Subsequent to the completion of the Business Combination, the Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

Greenland cannot assure you that the due diligence Greenland has conducted on Zhongchai Holding will reveal all material issues that may be present with regard to Zhongchai Holding, or that factors outside of Greenland’s or Zhongchai Holding’s control will not later arise. As a result of unidentified issues or factors outside of Greenland’s or Zhongchai Holding’s control, the Company may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Even if Greenland’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with the preliminary risk analysis conducted by Greenland. Even though these charges may be non-cash items that would not have an immediate impact on the Company’s liquidity, the fact that the Company reports charges of this nature could contribute to negative market perceptions about the Company or its securities. In addition, charges of this nature may cause the Company to violate leverage or other covenants to which it may be subject. Accordingly, any shareholders who choose to remain shareholders following the Business Combination could suffer a reduction in the value of their shares from any such write-down or write-downs.

The Company’s ability to be successful following the Business Combination will depend upon the efforts of the Greenland Board and Zhongchai Holding’s key personnel and the loss of such persons could negatively impact the operations and profitability of the Company’s business following the Business Combination.

The Company’s ability to be successful following the Business Combination will be dependent upon the efforts of the Greenland Board and key personnel. Greenland cannot assure you that, following the Business Combination, the Greenland Board and the Company’s key personnel will be effective or successful or remain with the Company. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause the Company’s management to expend time and resources becoming familiar with such requirements.

The Company will be a holding company and its only material asset after completion of the Business Combination will be its interest in Zhongchai Holding, and it is accordingly dependent upon distributions made by its subsidiaries to pay dividends.

Upon completion of the Business Combination, the Company will be a holding company with no material assets other than its ownership of Zhongchai Holding. As a result, the Company will have no independent means of generating revenue or cash flow. The Company’s ability to pay dividends will depend on the financial results and cash flows of Zhongchai Holding and its subsidiaries and the distributions it receives from Zhongchai Holding. Deterioration in the financial condition, earnings or cash flow of Zhongchai Holding and its subsidiaries, including its operating subsidiaries, for any reason could limit or impair Zhongchai Holding’s ability to pay such distributions. Additionally, to the extent that the Company needs funds and Zhongchai Holding and/or any of its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or Zhongchai Holding is otherwise unable to provide such funds, it could materially adversely affect the Company’s liquidity and financial condition.

Dividends on the Greenland Shares, if any, will be paid at the discretion of the Greenland Board, which will consider, among other things, the Company’s business, operating results, financial condition, current and expected cash needs, plans for expansion and any legal or contractual limitations on its ability to pay such dividends. Financing arrangements may include restrictive covenants that restrict the Company’s ability to pay dividends or make other distributions to its shareholders. In addition, Zhongchai Holding and Zhongchai Holding’s subsidiaries may be subject to legal limitations on their ability to make distributions. If Zhongchai Holding or any of Zhongchai Holding’s subsidiaries does not have sufficient funds to make distributions, the Company’s ability to declare and pay cash dividends may also be restricted or impaired.

Some of Greenland’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether Zhongchai Holding is appropriate for Greenland’s initial business combination.

The personal and financial interests of Greenland’s Sponsor, officers and directors may influence or have influenced their motivation in identifying and selecting a target for the Business Combination, their support for completing the Business Combination and the operation of the Company following the Business Combination.

Greenland’s Sponsor owns 1,100,000 Founder Shares, which were initially acquired prior to Greenland’s IPO for an aggregate purchase price of $25,000 and Greenland’s directors and officers have pecuniary interests in such Greenland Shares through their ownership interest in the Sponsor. Such shares had an aggregate market value of $11,176,000 based on the last sale price of $10.16 per share on Nasdaq on July 2, 2019. In addition, the Sponsor and Chardan purchased an aggregate of 282,000 Private Placement Units, each consisting of one Greenland Share, one Private Placement Right to receive one-tenth (1/10) of one Greenland Share upon the consummation of our initial business combination and one Private Placement Warrant, each Private Placement Warrant exercisable for one-half of one Greenland Share at $11.50 per whole share, for an aggregate purchase price of $2,820,000, or $10.00 per Unit.

The Memorandum and Articles of Association require Greenland to complete an initial business combination prior to October 25, 2019 (or April 27, 2020, if we extend the period of time to consummate a business combination) (unless Greenland submits and its shareholders approve an additional extension of such date). If the Business Combination is not completed and Greenland is forced to wind up, dissolve and liquidate in accordance with the Memorandum and Articles of Association, the 1,100,000 Founder Shares currently held by Greenland’s Sponsor and the 282,000 Private Placement Units purchased by Sponsor and Chardan will be worthless (as the holders have waived liquidation rights with respect to such Greenland Shares).

Greenland’s Sponsor has loaned funds to Greenland in connection with performing due diligence on suitable targets for business combinations and the negotiation of the Business Combination. At the Closing, Greenland’s Sponsor, directors and officers, and their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Greenland’s behalf such as identifying potential target businesses and performing due diligence on suitable targets for business combinations. If a business combination is not completed prior to October 25, 2019 (or April 27, 2020, if we extend the period of time to consummate a business combination), Greenland’s Sponsor, directors and officers, or any of their respective affiliates will not be eligible for any such reimbursement.

Certain officers and directors of Greenland also participate in arrangements that may be argued to provide them with other interests in the Business Combination that are different from yours, including, among others, arrangements for their continued service as directors of the Company.

Further, Greenland’s Sponsor, officers and directors have, pursuant to the Insider Letter Agreement, each agreed (A) to vote any Greenland shares owned by them in favor of the Business Combination and (B) not to redeem any shares in connection with a shareholder vote to approve the Business Combination.

These interests, among others, may influence or have influenced the Sponsor and the officers and directors of Greenland to support or approve the Business Combination. For more information concerning the interests of Greenland’s officers and directors, see the section entitled “Proposal 1: The Business Combination Proposal — Interests of Greenland’s Directors and Officers and Others in the Business Combination” and the risk factor entitled “— Risks Related to Greenland — Greenland’s founder and chief executive officer controls a substantial interest in Greenland and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support” in this proxy statement.

Greenland has not obtained an opinion from an independent investment banking firm or another independent firm, and consequently, you may have no assurance from an independent source that the terms of the Business Combination are fair to Greenland from a financial point of view.

The Greenland Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination. Greenland is not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from another independent firm that the price it is paying is fair to Greenland from a financial point of view. In analyzing the Business Combination, the Greenland

Board and Greenland’s management conducted due diligence on Zhongchai Holding and researched the industry in which Zhongchai Holding operates and concluded that the Business Combination was in the best interest of its shareholders. Accordingly, Greenland’s shareholders will be relying solely on the judgment of the Greenland Board in determining the value of the Business Combination, and the Greenland Board may not have properly valued such business. The lack of third-party valuation or fairness opinion may also lead to an increased number of shareholders to vote against the Business Combination or demand Redemption of their shares, which could potentially impact our ability to consummate the Business Combination. For more information about our decision-making process, see the section entitled “Proposal 1: The Business Combination Proposal — Greenland Board’s Reasons for the Approval of the Business Combination.”

Greenland does not have a specified maximum Redemption threshold. The absence of such a Redemption threshold may make it possible to complete a Business Combination in which a substantial majority of Greenland’s shareholders do not intend to retain their investment.

The Memorandum and Articles of Association does not provide a specified maximum Redemption threshold, except that in no event will Greenland redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon the completion of the Business Combination (such that Greenland is not subject to the SEC’s “penny stock” rules). This minimum net tangible asset condition is a condition to the obligations of both Zhongchai Holding and Greenland to complete the Business Combination under the Share Exchange Agreement. As a result, Greenland may be able to complete the Business Combination even if a substantial majority of Greenland’s Public Shareholders do not agree with the Business Combination and have redeemed their shares.

Nasdaq may delist the Company’s securities from trading on its exchange, which could limit investors’ ability to make transactions in the Company’s securities and subject the Company to additional trading restrictions.

The Units, Greenland Shares, Rights and Warrants are currently listed on Nasdaq and it is a condition to Zhongchai Holding’s obligations to complete the Business Combination, that the Greenland Shares shall have been listed on Nasdaq and will be eligible for continued listing on Nasdaq immediately following the Business Combination after giving effect to the Redemptions.

However, Greenland cannot assure you that the Company’s securities will continue to be listed on Nasdaq in the future. In addition, in connection with the Business Combination and as a condition to Zhongchai Holding’s obligations to complete the Business Combination, the Company is required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of the Company’s securities on Nasdaq. For instance, the Company’s share price would generally be required to be at least $4 per share and its shareholders’ equity would generally be required to be at least $5 million and the Company would be required to have a minimum of 300 public holders of “round lots” of 100 shares. In addition to the listing requirements for the Greenland Shares, Nasdaq imposes listing standards on warrants. Greenland cannot assure you that the Company will be able to meet those initial listing requirements. If Greenland fails to meet such requirements in connection with the Greenland Shares, Zhongchai Holding will not be obligated to complete the Business Combination.

If Nasdaq delists the Company’s securities from trading on its exchange and the Company is not able to list its securities on another national securities exchange, Greenland expects the Company’s securities could be quoted on an over-the-counter market. If this were to occur, the Company could face significant material adverse consequences, including:

•        a limited availability of market quotations for its securities;

•        reduced liquidity for its securities;

•        a determination that the Greenland Shares are a “penny stock” which will require brokers trading in the Greenland Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the Company’s securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The unaudited pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” may not be representative of the Company’s results if the Business Combination is completed.

Greenland and Zhongchai Holding currently operate as separate companies and have had no prior history as a combined entity, and Zhongchai Holding’s and the Company’s operations have not previously been managed on a combined basis. The pro forma financial information included in this proxy statement is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of the Company. The pro forma statement of operations does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of future market conditions on revenues or expenses. The pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” has been derived from Greenland’s and Zhongchai Holding’s historical financial statements and certain adjustments and assumptions have been made regarding the Company after giving effect to the Business Combination. There may be differences between preliminary estimates in the pro forma financial information and the final acquisition accounting, which could result in material differences from the pro forma information presented in this proxy statement in respect of the estimated financial position and results of operations of the Company.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect the Company’s financial condition or results of operations following the Closing. Any potential decline in the Company’s financial condition or results of operations may cause significant variations in the share price of the Company.

During the pendency of the Business Combination, Greenland will not be able to enter into a business combination with another party because of restrictions in the Share Exchange Agreement. Furthermore, certain provisions of the Share Exchange Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Share Exchange Agreement.

Covenants in the Share Exchange Agreement impede the ability of Greenland to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, Greenland may be at a disadvantage to its competitors during that period. In addition, while the Share Exchange Agreement is in effect, neither Greenland nor Zhongchai Holding may solicit, assist, facilitate the making, submission or announcement of, or intentionally encourage any alternative acquisition proposal, such as a material sale of assets or equity interests or other business combination, with any third party, even though any such alternative acquisition could be more favorable to Greenland’s shareholders than the Business Combination. In addition, if the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Share Exchange Agreement due to the passage of time during which these provisions have remained in effect.

If the conditions to the Share Exchange Agreement are not met, the Business Combination may not occur.

Even if the Share Exchange Agreement is approved by the shareholders of Greenland and members of Zhongchai Holding, specified conditions must be satisfied or waived before the parties to the Share Exchange Agreement are obligated to complete the Business Combination. For a list of the material Closing conditions contained in the Share Exchange Agreement, see the section entitled “Proposal 1: The Business Combination Proposal — The Share Exchange Agreement — Conditions to Closing of the Business Combination.” Greenland and Zhongchai Holding may not satisfy all of the Closing conditions in the Share Exchange Agreement. If the Closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause Greenland and Zhongchai Holding to each lose some or all of the intended benefits of the Business Combination.

Because Greenland is incorporated under the laws of the British Virgin Islands, in the event the Business Combination is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

Because Greenland is incorporated under the laws of the British Virgin Islands, you may face difficulties in protecting your interests and your ability to protect your rights through the U.S. Federal courts may be limited. Greenland is a business company under the laws of the British Virgin Islands. As a result, it may be difficult for investors to effect service of process within the United States upon Greenland’s directors or officers, or enforce judgments obtained in the United States courts against Greenland’s directors or officers.

Greenland’s corporate affairs are governed by the Memorandum and Articles of Association, the Companies Act and the common law of the British Virgin Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of its directors to Greenland under the laws of the British Virgin Islands are to a large extent governed by the common law of the British Virgin Islands. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the British Virgin Islands. The rights of Greenland’s shareholders and the fiduciary responsibilities of its directors under British Virgin Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the British Virgin Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, British Virgin Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

Greenland has been advised by its British Virgin Islands legal counsel that the courts of the British Virgin Islands are unlikely (i) to recognize or enforce against Greenland judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the British Virgin Islands, to impose liabilities against Greenland predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the British Virgin Islands of judgments obtained in the United States, the courts of the British Virgin Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the British Virgin Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a British Virgin Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the British Virgin Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A British Virgin Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

The Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the Greenland Board or controlling shareholders than they would as public shareholders of a United States company.

The Memorandum and Articles of Association permit the Greenland Board by resolution to amend the Memorandum and Articles of Association, including to create additional classes of securities, including shares with rights, preferences, designations and limitations as they determine which may have an anti-takeover effect.

The Memorandum and Articles of Association permit the Greenland Board by resolution to amend certain provisions of the Memorandum and Articles of Association including to designate rights, preferences, designations and limitations attaching to the preferred shares as they determine in their discretion, without shareholder approval with respect the terms or the issuance. If issued, the rights, preferences, designations and limitations of the preferred shares would be set by the Greenland Board by amendment to relevant provisions of the Memorandum and Articles of Association and could operate to the disadvantage of the outstanding Greenland Shares, the holders of which would not have any pre-emption rights in respect of such an issue of preferred shares. Such terms could include, among others, preferences as to dividends and distributions on liquidation, or could be used to prevent possible corporate takeovers.

Greenland’s officers and directors and/or their affiliates may enter into agreements concerning Greenland’s securities prior to the Special Meeting, which may have the effect of increasing the likelihood of completion of the Business Combination, and decreasing the value of the Greenland Shares.

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Greenland or its securities, Greenland’s officers and directors and/or their affiliates may enter into a written plan to purchase Greenland’s securities pursuant to Rule 10b5-1 of the Exchange Act, and may engage in other public market purchases, as well as private purchases, of securities. In addition, at any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Greenland or its securities, Greenland’s officers and directors and/or their respective affiliates may (i) purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal or the other Proposals, (ii) execute agreements to purchase such shares from institutional and other investors in the future, and/or (iii) enter into transactions with institutional and other investors to provide such persons with incentives to acquire Public Shares or vote their Public Shares in favor of the Business Combination Proposal or the other Proposals. Such an agreement may include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights. In the event that Greenland’s officers and directors or their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their Redemption Rights, such selling Public Shareholders would be required to revoke their prior elections to redeem their shares. While the exact nature of any such incentives has not been determined as of the date of this proxy statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer of shares or Placement Units owned by the Sponsor for nominal value to such investors or holders.

The purpose of such share purchases and other transactions by Greenland’s officers and directors and/or their respective affiliates would be to increase the likelihood of satisfaction of the requirements that (x) the holders of the requisite number of Greenland Shares present and voting at the Special Meeting vote in favor of the Business Combination Proposal and the other Proposals and/or (y) that Greenland will have at least $5,000,001 in net tangible assets upon the Closing after taking into account holders of Public Shares that properly demanded Redemption of their shares into cash, when, in each case, it appears that such requirements would otherwise not be met.

Entering into any such arrangements may have a depressive effect on the Greenland Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.

As of the date of this proxy statement, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Greenland will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the Redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The Company’s business and operations could be negatively affected if it becomes subject to any securities litigation or shareholder activism, which could cause the Company to incur significant expense, hinder execution of business and growth strategy and impact its share price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the share price of the Greenland Shares or other reasons may in the future cause it to become the target of securities litigation or shareholder activism. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the Greenland Board’s attention and resources from the Company’s business. Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to the Company’s future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, the Company may be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters. Further, its share price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.

Risks Related to Zhongchai Holding’s Business

Following the Business Combination, the Company will be a holding company with no direct operations that relies on dividends, distributions, loans and other payments, advances and transfers of funds from Zhongchai Holding and its subsidiaries to pay dividends, pay expenses and meet its other obligations. Accordingly, the Company’s shareholders will be subject to all of the risks of Zhongchai Holding’s business following the Business Combination.

Throughout this section, unless otherwise noted, “Zhongchai Holding” refers to Zhongchai Holding (Hong Kong) Limited and its consolidated subsidiaries.

Zhongchai Holding’s revenues, expenses and profits are difficult to predict and vary significantly from quarter to quarter. This could cause the trading price of the Greenland Shares to decline.

Zhongchai Holding’s operating results vary significantly from quarter to quarter. Therefore, Zhongchai Holding believes that period-to-period comparisons of its results of operations are not necessarily meaningful and should not be relied upon as an indication of its future performance. It is possible that in the future some of Zhongchai Holding’s quarterly results of operations may be below the expectations of market analysts and our investors, which could lead to a significant decline in the trading price of the Greenland Shares. Factors which affect the fluctuation of Zhongchai Holding’s revenues, expenses and profits include:

•        variations, expected or unexpected, in the duration, size, timing and scope of purchase orders;

•        the acceptance of Zhongchai Holding’s future autonomous products in the market and Zhongchai Holding’s ability to develop a profitable line of business from sales of such products;

•        changes in prices of raw materials, with higher prices leading to reduced operating income;

•        changes in Zhongchai Holding’s pricing policies or those of its competitors;

•        changes in compensation, which may reduce its gross profit for the quarter in which they are effected;

•        Zhongchai Holding’s inability to manage costs, including those related to its raw materials, personnel, infrastructure and facilities;

•        exchange rate fluctuations; and

•        general economic conditions.

A portion of Zhongchai Holding’s expenses, particularly those related to personnel and facilities are generally fixed in advance of any particular quarter. As a result, unanticipated variations in the number and timing of Zhongchai Holding’s purchase orders or prices of its raw materials may cause significant variations in its operating results in any particular quarter.

Zhongchai Holding’s operations are cash intensive, and its business could be adversely affected if it fails to maintain sufficient levels of liquidity and working capital.

As of December 31, 2018, Zhongchai Holding had approximately $6.8 million of cash and cash equivalents (including restricted cash). Historically, Zhongchai Holding has spent a significant amount of cash on its operational activities, principally to procure raw materials for its products. Zhongchai Holding’s short-term loans are from Chinese banks and are generally secured by a portion of its fixed assets, land use right and/or guarantees by related parties. Certain of these loans are secured against a portion of the shares of Zhongchai Holding’s subsidiary. The term of a majority of such loans is one year. Historically, Zhongchai Holding has rolled over such loans on an annual basis. However, it may not have sufficient funds available to pay all of its borrowings upon maturity in the future. Failure to roll over its short-term borrowings at maturity or to service its debt could result in a transfer of the ownership of a portion of the shares of Zhongchai Holding’s subsidiary to secured lenders, the imposition of penalties, including increases in interest rates, legal actions against Zhongchai Holding by its creditors, or even insolvency.

Although Zhongchai Holding has been able to maintain adequate working capital primarily through cash from operations and short-term and long-term borrowings, any failure by its customers to settle outstanding accounts receivable, or Zhongchai Holding’s inability to borrow sufficient capital from local banks, in the future could materially and adversely affect its cash flow, financial condition and results of operations.

Zhongchai Holding grants relatively long payment terms for accounts receivable which can adversely affect its cash flow.

As is customary in China, for competitive reasons, Zhongchai Holding grants relatively long payment terms to most of its customers. The reserves Zhongchai Holding establishes for its receivables may not be adequate based on the current bad debts. Zhongchai Holding is subject to the risk that it may be unable to collect accounts receivables in a timely manner. If the accounts receivables cannot be collected in time, or at all, a significant amount of bad debt expense will occur, and Zhongchai Holding’s business, financial condition and results of operation will likely be materially and adversely affected.

Zhongchai Holding faces short lead-times for delivery of products to customers. Failure to meet delivery deadlines could result in the loss of customers and damage to its reputation and goodwill.

Most of Zhongchai Holding’s customers are large manufacturers, who generally place large orders for Zhongchai Holding’s products and require prompt delivery. Zhongchai Holding’s product sale agreements typically contain short lead-times for the delivery of products and tight production and manufacturer supply schedules that can reduce its profit margins on the products procured from its suppliers. Zhongchai Holding’s suppliers may lack sufficient capacity at any given time to meet all of its customers’ demands if orders exceed their production capacity. Zhongchai Holding strives for rapid response to customer demand which can lead to reduced purchasing efficiency, increased procurement costs and low profit margins. If Zhongchai Holding is unable to meet the customer demands, it may lose customers. Moreover, failure to meet customer demands may damage its reputation and goodwill.

If existing sources of capital are insufficient to support its business and outstanding obligations, Zhongchai Holding may issue debt and equity securities that are senior to its ordinary shares as to distributions and in liquidation, which could negatively affect the value of its ordinary shares, or Zhongchai Holding may not be able to raise additional financing at all.

Zhongchai Holding has operating and long-term and short-term loan obligations, as well as obligations to related parties, as described below under “Certain Relationships and Related Person Transactions — Zhongchai Holding Related Person Transactions”. If available liquidity is not sufficient to meet its operating and loan obligations as they come due, Zhongchai Holding’s plans include considering pursuing alternative financing arrangements, reducing expenditures as necessary, or limiting its plans for expansion to meet its cash requirements. However, there is no assurance that, if required, it will be able to raise additional capital, reduce discretionary spending or efficiently limit its expansion to provide the required liquidity. Currently, the capital markets for small capitalization companies are difficult and banking institutions have become stringent in their lending requirements. Accordingly, Zhongchai Holding cannot ensure the availability or terms of any third party financing. If Zhongchai Holding is unable to raise additional financing, it may be unable to procure the raw materials it needs, implement its long-term business plan, develop or enhance its products, take advantage of future opportunities or respond to competitive pressures on a timely basis.

Alternatively, if the Company raises capital by issuing equity or convertible debt securities, such issuances could result in substantial dilution to its shareholders. In addition, the Company may issue senior notes, subordinated notes or preferred shares that have preference over its ordinary shares. In the event of its liquidation, any such lenders and holders of its debt or preferred securities would receive a distribution of its available assets before distributions to the holders of its ordinary shares. The Company’s decision to incur debt and issue securities in future offerings will depend on market conditions and other factors beyond its control. The Company cannot predict or estimate the amount, timing or nature of future offerings and debt financings. Future offerings could reduce the value of shares of the Greenland Shares or dilute your investment.

To remain competitive and stimulate customer demand, Zhongchai Holding must successfully manage the introduction and transition of its future automated products.

Zhongchai Holding intends to introduce a new automated product. See “Information About Zhongchai Holding — Strategic Growth Opportunity in the Robotic Carrier Market”. The success of the new product introduction depends on a number of factors including, but not limited to, timely and successful product development, market acceptance, the ability to manage the risks associated with new product production ramp-up issues, the availability of materials needed for new products, the effective management of purchase commitments and inventory levels in

line with anticipated product demand, the availability of products in appropriate quantities and at expected costs to meet anticipated demand and the risk that new products may have quality or other defects or deficiencies in the early stages of introduction. Accordingly, Zhongchai Holding cannot determine in advance the ultimate effect of the new product introduction and transition.

Zhongchai Holding faces intense competition, and if it is unable to compete effectively it may not be able to maintain profitability.

Zhongchai Holding competes with many other companies located in the PRC and internationally that manufacture similar products. Many of its competitors are larger companies with greater financial resources. Intense competition in a challenging economic environment in the PRC has, in the past, put pressure on Zhongchai Holding’s margins and may adversely affect its future financial performance. Moreover, intense competition may result in potential or actual litigation between Zhongchai Holding and its competitors relating to such activities as competitive sales practices, relationships with its suppliers and customers or other matters.

While Zhongchai Holding believes that its manufacturing efficiency and capabilities provide it with a competitive advantage among its competitors, it is likely that its competitors will seek to develop similar competing products in the near future. Zhongchai Holding intends to continue to expand research and development efforts to advance its transmission and robotic technology even further, including improving the design, application and manufacturing of internal combustion engines. However, there can be no assurance that Zhongchai Holding’s initial competitive advantage will be retained and that one or more competitors will not develop products that are equal or superior in quality and are better priced than Zhongchai Holding’s products.

Zhongchai Holding’s revenues are highly dependent on a limited number of customers and the loss of any one of its major customers could materially and adversely affect its growth and revenues.

During the years ended December 31, 2018 and 2017, Zhongchai Holding’s five largest customers contributed 39.9% and 37.9% of its total revenues, respectively. During the six months ended June 30, 2019 and 2018, Zhongchai Holding’s five largest customers contributed 38.7% and 40.2%, respectively, of its total revenues. As a result of its reliance on a limited number of customers, Zhongchai Holding may face pricing and other competitive pressures, which may have a material adverse effect on its profits and its revenues. The volume of products sold for specific customers varies from year to year, especially since Zhongchai Holding is not the exclusive provider for any customers. In addition, there are a number of factors, other than its performance, that could cause the loss of a customer or a substantial reduction in the products that Zhongchai Holding provides to any customer and that may not be predictable. For example, Zhongchai Holding’s customers may decide to reduce spending on Zhongchai Holding’s products or a customer may no longer need Zhongchai Holding’s products following the completion of a project. Furthermore, such customers do not have long-term contracts with Zhongchai Holding requiring such customers to purchase a quantified amount of products or at all. The loss of any one of its major customers, a decrease in the volume of sales to these customers or a decrease in the price at which Zhongchai Holding sells its products to customers could materially adversely affect Zhongchai Holding’s profits and revenues.

In addition, this customer concentration may subject Zhongchai Holding to perceived or actual leverage that its customers may have in negotiations, given their relative size and importance to Zhongchai Holding. If Zhongchai Holding’s customers seek to negotiate their agreements on terms less favorable to Zhongchai Holding and Zhongchai Holding accepts such terms, such unfavorable terms may have a material adverse effect on Zhongchai Holding’s business, financial condition and results of operations. Accordingly, unless and until it diversifies and expands its customer base, Zhongchai Holding’s future success will significantly depend upon the timing and volume of business from its largest customers and the financial and operational success of these customers.

As Zhongchai Holding expands its operations, it may need to establish a more diverse supplier network for its raw materials. The failure to secure a more diverse supplier network could have an adverse effect on its financial condition.

Zhongchai Holding purchases its raw materials from various suppliers for use in the manufacture of its products. For the years ended December 31, 2018 and 2017 and the six months ended June 30, 2019 and 2018, none of Zhongchai Holding’s suppliers accounted for more than 10% of total procurement costs. In the event that Zhongchai Holding needs to diversify its supplier network, it may not be able to procure a sufficient supply of raw materials at a competitive price, which could have an adverse effect on its results of operations, financial condition and cash flows. Furthermore, despite its efforts to control its supply of raw materials and maintain good relationships with its existing suppliers, Zhongchai Holding could lose one or more of its existing suppliers at any time. The loss of one or more suppliers

could increase its reliance on higher cost or lower quality supplies, which could negatively affect its profitability. Any interruptions to, or decline in, the amount or quality of its raw materials supply could materially disrupt its production and adversely affect its business, financial condition and financial prospects.

Volatile steel prices can cause significant fluctuations in Zhongchai Holding’s operating results. Zhongchai Holding’s revenues and operating income could decrease if steel prices increases or if it is unable to pass price increases on to its customers.

Zhongchai Holding’s principal raw material are processed metal parts and components which are made of carburizing steel. The steel industry as a whole is cyclical and, at times, pricing and availability of steel can be volatile due to numerous factors beyond Zhongchai Holding’s control, including general domestic and international economic conditions, labor costs, sales levels, competition, levels of inventory, consolidation of steel producers, higher raw material costs for steel producers, import duties and tariffs and currency exchange rates. This volatility can significantly affect the availability and cost of raw materials.

Zhongchai Holding’s suppliers, like many other processed metal parts and components manufacturers, maintain substantial inventories of steel to accommodate the short lead times and just-in-time delivery requirements of customers. Accordingly, they purchase steel in an effort to maintain their inventory at levels that they believe to be appropriate to satisfy the anticipated needs of customers based upon historic buying practices, supply agreements with customers and market conditions. When steel prices increase, competitive conditions will influence how much of the price increase suppliers would pass on to Zhongchai Holding and how much Zhongchai Holding can pass on to its customers. To the extent Zhongchai Holding is unable to pass on future price increases in raw materials to its customers, the revenues and profitability of Zhongchai Holding’s business could be adversely affected.

In 2017, China continued focusing on addressing the overcapacity in the steel industry and strengthening supply-side structural reform to drive sustained growth. As of December 2017, China has lowered steel production by about 115 million tons, according to reports issued by the Chinese government. Zhongchai Holding believes that the Chinese government will continue its efforts and target cutting 150 million tons of steel capacity by the end of 2018, while strictly controlling steel capacity increases. As a result, the average price of steel products, including its products and principal raw materials, increased in 2017. Steel demand continued to slightly outpace supply due to the reduction of overcapacity and average price of steel products continued to rise in 2018. However, there can be no assurance that Zhongchai Holding will be able to raise its prices to compensate for the increase in raw materials.

Zhongchai Holding is subject to various risks and uncertainties that might affect its ability to procure quality raw materials.

Zhongchai Holding’s performance depends on its ability to procure low cost, high quality raw materials on a timely basis from its suppliers. Zhongchai Holding’s suppliers are subject to certain risks, including availability of raw materials, labor disputes, inclement weather, natural disasters, and general economic and political conditions, which might limit the ability of Zhongchai Holding’s suppliers to provide low cost, high quality merchandise on a timely basis. Furthermore, for these or other reasons, one or more of Zhongchai Holding’s suppliers might not adhere to Zhongchai Holding’s quality control standards, and Zhongchai Holding might not identify the deficiency. Zhongchai Holding’s suppliers’ failure to supply quality materials at a reasonable cost on a timely basis could reduce Zhongchai Holding’s net sales or profits, damage its reputation and have an adverse effect on its financial condition.

Zhongchai Holding may lose its competitive advantage, and its operations may suffer, if it fails to prevent the loss or misappropriation of, or disputes over, its intellectual property.

Zhongchai Holding relies on a combination of patents, trademarks, trade secrets and confidentiality agreements to protect its intellectual property rights. While Zhongchai Holding is not currently aware of any infringement on its intellectual property rights, its ability to compete successfully and to achieve future revenue growth will depend, in significant part, on its ability to protect its proprietary technology. Despite many laws and regulations promulgated, as well as other efforts made, by China over the past several years in an attempt to protect intellectual property rights, intellectual property rights are not as certain in China as they would be in many Western countries, including the United States. Furthermore, enforcement of such laws and regulations in China has not been fully developed. Neither the administrative agencies nor the court systems in China are as equipped as their counterparts in developed countries to deal with violations or handle the nuances and complexities between compliant technological innovation and non-compliant infringement.

Zhongchai Holding’s transmission technology is protected through a combination of patents, trade secrets, confidentiality agreements and other methods. However, its competitors may independently develop similar proprietary methodologies or duplicate its products, or develop alternatives, which could have a material adverse effect on Zhongchai Holding’s business, results of operations and financial condition. The misappropriation or duplication of Zhongchai Holding’s intellectual property could disrupt its ongoing business, distract its management and employees, reduce its revenues and increase its expenses. Zhongchai Holding may need to litigate to enforce its intellectual property rights. Any such litigation could be time consuming and costly and the outcome of any such litigation cannot be guaranteed.

Zhongchai Holding has limited insurance coverage and may incur losses resulting from product liability claims, business interruption or natural disasters.

Zhongchai Holding is exposed to risks associated with product liability claims in the event that the use of its products results in property damage or personal injury. Since its products are ultimately incorporated into forklifts, it is possible that users of forklifts or people installing Zhongchai Holding’s products could be injured or killed, whether as a result of defects, improper installation or other causes. Because Zhongchai Holding continues to expand its customer base and because its products are used for long periods of time, Zhongchai Holding is unable to predict whether product liability claims will be brought against it in the future or to predict the impact of any resulting adverse publicity on its business. The successful assertion of product liability claims against Zhongchai Holding could result in potentially significant monetary damages and require Zhongchai Holding to make significant payments. Zhongchai Holding does not carry product liability insurance and may not have adequate resources to satisfy a judgment in the event of a successful claim against it. Any business interruption or natural disaster could result in substantial losses and diversion of Zhongchai Holding’s resources and materially and adversely affect its business, financial condition and results of operations.

Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject Zhongchai Holding to penalties.

Zhongchai Holding is required under PRC law to participate in various government sponsored employee benefit plans, including social security insurance, housing funds and other welfare-oriented payments, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of its employees up to a maximum amount specified by the local government from time to time at locations where Zhongchai Holding operates its businesses. Zhongchai Holding has not made adequate employee benefit payments to the social security insurance and the housing fund. Zhongchai Holding may be required to make up the contributions for these plans. In addition, Zhongchai Holding may be required to pay late fees equal to 0.05% of the shortage of the contributions to the social security fund for each day Zhongchai Holding fails to make up the contributions and may be imposed fines up to three times of such shortage if Zhongchai Holding fails to make up the difference within the time frame prescribed by relevant government authorities. If Zhongchai Holding is subject to late fees or fines in relation to the underpaid employee benefits, Zhongchai Holding’s financial condition and results of operations may be adversely affected.

If labor costs in the PRC increase substantially, Zhongchai Holding’s business and costs of operations may be adversely affected.

In recent years, the Chinese economy has experienced inflation and labor cost increases. Average wages are projected to continue to increase. Further, under PRC law Zhongchai Holding is required to pay various statutory employee benefits, including pensions, housing funds, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance to designated government agencies for the benefit of its employees. The relevant government agencies may examine whether an employer has made adequate payments to the statutory employee benefits, and those employers who fail to make adequate payments may be subject to late payment fees, fines and/or other penalties. Zhongchai Holding expects that its labor costs, including wages and employee benefits, will continue to increase based on the past trends. If Zhongchai Holding is unable to control its labor costs or pass such increased labor costs on to Zhongchai Holding’s customers, its financial condition and results of operations may be adversely affected.

Competition for Zhongchai Holding’s employees is intense, and it may not be able to attract and retain the highly skilled employees needed to support its business.

As Zhongchai Holding continues to experience growth, it believes its success depends on the efforts and talents of its employees, including engineers, financial personnel and marketing professionals. Its future success depends on its continued ability to attract, develop, motivate and retain highly qualified and skilled employees. Competition for highly skilled engineering, sales, technical and financial personnel is extremely intense. Zhongchai Holding may not be able to hire and retain these personnel at compensation levels consistent with its existing compensation and salary structure. Many of the companies with which Zhongchai Holding competes for experienced employees have greater resources than Zhongchai Holding has and may be able to offer more attractive terms of employment.

In addition, Zhongchai Holding invests significant time and expense in training its employees, which increases their value to competitors who may seek to recruit them. If Zhongchai Holding fails to retain its employees, it could incur significant expenses in hiring and training their replacements, and the quality of its services and its ability to serve customers could diminish, resulting in a material adverse effect on its business.

Zhongchai Holding’s business depends on the continued efforts of its senior management. If one or more of its key executives were unable or unwilling to continue in their present positions, its business may be severely disrupted.

Zhongchai Holding’s business operations depend on the continuing services of its senior management, particularly Peter Zuguang Wang, its sole director, and its other executive officers named in this proxy statement. While Zhongchai Holding has provided different incentives to its management, it cannot assure you that it can continue to retain their services. If one or more of Zhongchai Holding’s key executives were unable or unwilling to continue in their present positions, it may not be able to replace them easily or at all, its future growth may be constrained, its business may be severely disrupted and its financial condition and results of operations may be materially and adversely affected, and it may incur additional expenses to recruit, train and retain qualified personnel. In addition, although Greenland has entered into a non-competition agreement with Zhongchai Equity Holder and its affiliates, including Mr. Wang, there is no assurance that any member of Zhongchai Holding’s management team will not join its competitors or form a competing business. If any dispute arises between Zhongchai Holding and its current or former officers, it may have to incur substantial costs and expenses in order to enforce such agreements in China or it may be unable to enforce them at all.

If the status of Zhejiang Zhongchai as a “High and New Technology Enterprise” is revoked or expires, it may have to pay additional taxes or make up any previously unpaid taxes and may be subject to a higher tax rate, which would adversely affect its results of operations.

The PRC Enterprise Income Tax Law generally imposes a uniform income tax rate of 25% on all enterprises, but grants preferential treatment to “High and New Technology Enterprises” (“HNTEs”), pursuant to which HNTEs are instead subject to an income tax rate of 15%, subject to a requirement that they re-apply for HNTE status every three years. During this three-year period, an HNTE must conduct a qualification self-review each year to ensure it meets the HNTE criteria, and will be subject to the regular 25% income tax rate for any year in which it does not meet the criteria. Zhejiang Zhongchai is qualified as an HNTE and therefore enjoyed 15% preferential income tax rate for the three years starting January 1, 2016 through December 31, 2019, and will need to re-apply for HNTE qualification in 2019.

There are uncertainties regarding future interpretation and implementation of the PRC Enterprise Income Tax Law and its implementing regulations. It is possible that the HNTE qualification of Zhejiang Zhongchai, or its entitlement to an income tax exemption or refund of their value-added tax, will be challenged by tax authorities and be repealed, or that there will be future implementing regulations that are inconsistent with current interpretation of the PRC Enterprise Income Tax. If Zhejiang Zhongchai cannot qualify for such preferential income tax status, its effective income tax rate will be increased significantly and it may have to pay additional income taxes to make up the previously unpaid taxes, which would reduce Zhongchai Holding’s net income.

Risks Related to Doing Business in China

Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations.

Substantially all of our assets and operations are located in China. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in China generally. The PRC economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies.

The PRC government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.

While the PRC economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing since 2012. Any adverse changes in economic conditions in China, in the policies of the PRC government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our business and operating results, lead to reduction in demand for our services and adversely affect our competitive position. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall PRC economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the PRC government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and operating results.

A severe or prolonged downturn in the PRC or global economy could materially and adversely affect our business and our financial condition.

The global macroeconomic environment is facing challenges. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China. There have been concerns over unrest and terrorist threats in the Middle East, Europe and Africa and over the conflicts involving Ukraine, Syria and North Korea. There have also been concerns on the relationship among China and other Asian countries, which may result in or intensify potential conflicts in relation to territorial disputes, and the trade disputes between the United States and China. It is unclear whether these challenges and uncertainties will be contained or resolved, and what effects they may have on the global political and economic conditions in the long term.

Economic conditions in China are sensitive to global economic conditions, changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. While the economy in China has grown significantly over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing in recent years. Although growth of China’s economy remained relatively stable, there is a possibility that China’s economic growth may materially decline in the near future. Any severe or prolonged slowdown in the global or PRC economy may materially and adversely affect our business, results of operations and financial condition.

Uncertainties with respect to the PRC legal system and changes in laws and regulations in China could adversely affect us.

Zhongchai Holding conducts its business primarily through its PRC subsidiaries. Its operations in China are governed by PRC laws and regulations. The PRC subsidiaries are subject to laws and regulations applicable to foreign investment in China. The PRC legal system is a civil law system based on written statutes. Unlike the common law

system, prior court decisions under the civil law system may be cited for reference but have limited precedential value. In addition, any new or changes in PRC laws and regulations related to foreign investment in China could affect the business environment and our ability to operate our business in China.

From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. These uncertainties may impede our ability to enforce the contracts we have entered into and could materially and adversely affect our business and results of operations.

Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. Such unpredictability towards our contractual, property and procedural rights could adversely affect our business and impede our ability to continue our operations.

The PRC government exerts substantial influence over the steel sector and the manner in which we must conduct our business activities.

The PRC government has exercised, and continues to exercise, substantial control over virtually every sector of the Chinese economy through regulation and state ownership, including steel sector where we have been doing our business. Any government decisions or actions to change the steel production, such as the reduction announced in 2016, or any decisions the government might make to cut spending, could adversely impact our business and results of operations.

In addition, our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property, and other matters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof.

You may have difficulty enforcing judgments against us.

Our assets are located, and our operations are conducted, in the PRC. In addition, substantially all of our directors and officers are nationals and residents of the PRC and a substantial portion of their assets is located outside the United States. As a result, it may be difficult to effect service of process within the United States upon these persons. In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts because China does not have any treaties or other arrangements that provide for the reciprocal recognition and enforcement of foreign judgments with the United States. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates basic principles of PRC law or national sovereignty, security, or the public interest.

Implementation of the new labor laws and regulations in China may adversely affect our business and results of operations.

Pursuant to the labor contract law that took effect in January 2008, its implementation rules that took effect in September 2008 and its amendment that took effect in July 2013, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the term of employees’ probation and unilaterally terminating labor contracts. Due to lack of detailed interpretative rules and uniform implementation practices and broad discretion of the local competent authorities, it is uncertain as to how the labor contract law and its implementation rules will affect our current employment policies and practices. Our

employment policies and practices may violate the labor contract law or its implementation rules, and we may thus be subject to related penalties, fines or legal fees. Compliance with the labor contract law and its implementation rules may increase our operating expenses, in particular our personnel expenses. In the event that we decide to terminate some of our employees or otherwise change our employment or labor practices, the labor contract law and its implementation rules may also limit our ability to effect those changes in a desirable or cost-effective manner, which could adversely affect our business and results of operations. On October 28, 2010, the Standing Committee of the National People’s Congress promulgated the PRC Social Insurance Law (the “Social Insurance Law”), which became effective on July 1, 2011. According to the Social Insurance Law, employees must participate in pension insurance, work-related injury insurance, medical insurance, unemployment insurance and maternity insurance and the employers must, together with their employees or separately, pay the social insurance premiums for such employees.

We expect our labor costs to increase due to the implementation of these new laws and regulations. As the interpretation and implementation of these new laws and regulations are still evolving, we cannot assure you that our employment practice will at all times be deemed in full compliance with labor-related laws and regulations in China, which may subject us to labor disputes or government investigations. If we are deemed to have violated relevant labor laws and regulations, we could be required to provide additional compensation to our employees and our business, financial condition and results of operations could be materially and adversely affected.

Further, labor disputes, work stoppages or slowdowns at our company or any of our third-party service providers could significantly disrupt our daily operation or our expansion plans and have a material adverse effect on our business.

Fluctuations in the value of the RMB may have an adverse effect on our shareholders’ investment.

Our reporting currency is the U.S. dollar. However, substantially all of our revenues are denominated in RMB. Any significant revaluation of the Renminbi may have a material adverse effect on the U.S. dollar equivalent amount of our revenues and financial condition as well as on the value of, and any dividends payable on, our ordinary shares in foreign currency terms. For instance, a decrease in the value of Renminbi against the U.S. dollar could reduce the U.S. dollar equivalent amounts of our financial results, the value of your investment in our ordinary shares and the dividends we may pay in the future, if any, all of which may have a material adverse effect on the prices of our ordinary shares. For 2017 and 2018, we had foreign currency translation gain of $1.7 million and foreign currency translation loss of $1.9 million, respectively, primarily due to the strengthening of the RMB against the U.S. dollar in 2017 and the material depreciation of the RMB against the U.S. dollar in 2018.

The value of the RMB against the U.S. dollar and other currencies is affected by changes in China’s political and economic conditions and China’s foreign exchange policies, among other things. In 2005, the PRC government changed its decades-old policy of pegging the value of the RMB to the U.S. dollar, and the RMB appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system and we cannot assure you that Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar in the future.

The Renminbi may be revalued further against the U.S. dollar or other currencies, or may be permitted to enter into a full or limited free float, which may result in an appreciation or depreciation in the value of the Renminbi against the U.S. dollar or other currencies. In addition, there are very limited hedging transactions available in China to reduce our exposure to exchange rate fluctuations. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to successfully hedge our exposure, if at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into U.S. dollars.

Fluctuations in exchange rates could have a material adverse effect on our results of operations and the value of your investment. Most of our revenues are denominated in Renminbi, which is not freely convertible for capital account transactions and may be subject to exchange rate volatility.

We are exposed to the risks associated with foreign exchange controls and restrictions in China, as our revenues are primarily denominated in Renminbi, which is currently not freely exchangeable. The PRC government imposes control over the convertibility between Renminbi and foreign currencies. Under the PRC foreign exchange regulations, payments for “current account” transactions, including remittance of foreign currencies for payment of dividends, profit distributions, interest and operation-related expenditures, may be made without prior approval but are subject to procedural requirements. Strict foreign exchange control continues to apply to “capital account” transactions, such as direct foreign investment and foreign currency loans. These capital account transactions must be approved by, or registered with, the PRC State Administration of Foreign Exchange (“SAFE”). Further, capital contribution by an offshore shareholder to its PRC subsidiaries may require approval by the Ministry of Commerce in China (“MOFCOM”) or its local counterparts. We cannot assure you that we are able to meet all of our foreign currency obligations to remit profits out of China, to pay dividends, or to fund operations in China.

The Circular on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign Invested Enterprises, or SAFE Circular 19, effective as of June 1, 2015, as amended by Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement under the Capital Account, or SAFE Circular 16, effective on June 9, 2016, allows Foreign Invested Enterprises to settle their foreign exchange capital at their discretion, but continues to prohibit Foreign Invested Enterprises from using the Renminbi funds converted from their foreign exchange capital for expenditure beyond their business scopes, and also prohibit FIEs from using such Renminbi funds to provide loans to persons other than affiliates unless otherwise permitted under its business scope. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to invest in or acquire any other PRC companies through our PRC subsidiaries, or to establish new consolidated VIEs in China, which may adversely affect our business, financial condition and results of operations.

Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.

The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in Renminbi. Under our current corporate structure, we may rely on dividend payments from our PRC subsidiary to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of our PRC subsidiary in China may be used to pay dividends to our company. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiaries and consolidated affiliated entities to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi.

In light of the flood of capital outflows of China in 2016 due to the weakening RMB, the PRC government has imposed more restrictive foreign exchange policies and stepped up scrutiny of major outbound capital movement including overseas direct investment. More restrictions and substantial vetting process are put in place by SAFE to regulate cross-border transactions falling under the capital account. If any of our shareholders regulated by such policies fails to satisfy the applicable overseas direct investment filing or approval requirement timely or at all, it may be subject to penalties from the relevant PRC authorities. The PRC government may at its discretion further restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies, we may not be able to satisfy our foreign currency demands.

Certain PRC regulations may make it more difficult for us to pursue growth through acquisitions.

Among other things, the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), adopted by six PRC regulatory agencies in 2006 and amended in 2009, established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. Such regulation requires, among other things, that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor acquires control of a PRC domestic enterprise and involves any of the following circumstances: (i) any important industry is concerned, (ii) such transaction involves factors that impact or may impact national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. We do not expect that this Business Combination will trigger MOFCOM pre-notification under each of the above-mentioned circumstances or any review by other PRC government authorities. Moreover, the Anti-Monopoly Law promulgated by the Standing Committee of the NPC which became effective in 2008 requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds must be cleared by MOFCOM before they can be completed. In addition, PRC national security review rules that became effective in September 2011 require acquisitions by foreign investors of PRC companies engaged in military related or certain other industries that are crucial to national security be subject to security review before consummation of any such acquisition. We may pursue potential strategic acquisitions that are complementary to our business and operations. Complying with the requirements of these regulations to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from MOFCOM, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

China’s legal system is different from those in some other countries.

China is a civil law jurisdiction. Under the civil law system, prior court decisions may be cited as persuasive authority but do not have binding precedential effect. Although progress has been made in the promulgation of laws and regulations dealing with economic matters, such as corporate organization and governance, foreign investment, commerce, taxation and trade, China’s legal system remains less developed than the legal systems in many other countries. Furthermore, because many laws, regulations and legal requirements have been recently adopted, their interpretation and enforcement by the courts and administrative agencies may involve uncertainties. Sometimes, different government departments may have different interpretations. Licenses and permits issued or granted by one government authority may be revoked by a higher government authority at a later time. Government authorities may decline to take action against unlicensed operators which may work to the disadvantage of licensed operators, including us. The PRC legal system is based in part on government policies and internal rules that may have a retroactive effect. We may not be aware of our violation of these policies and rules until sometime after the violation. Changes in China’s legal and regulatory framework, the promulgation of new laws and possible conflicts between national and provincial regulations could adversely affect our financial condition and results of operations. In addition, any litigation in China may result in substantial costs and diversion of resources and management attention.

PRC regulations relating to investments in offshore companies by PRC residents may subject our future PRC-resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits.

SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles (“SAFE Circular 37”) on July 4, 2014, which replaced the former circular commonly known as “SAFE Circular 75” promulgated by SAFE on October 21, 2005. SAFE Circular 37 requires PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.” SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In the event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the PRC subsidiaries of

that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiary. Moreover, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for evasion of foreign exchange controls.

We believe that some of our shareholders are PRC residents under SAFE Circular 37. We do not have control over the these shareholders and our other beneficial owners and cannot assure you that all of our PRC-resident beneficial owners have complied with, and will in the future comply with, SAFE Circular 37 and subsequent implementation rules. The failure of PRC-resident beneficial owners to register or amend their SAFE registrations in a timely manner pursuant to SAFE Circular 37 and subsequent implementation rules, or the failure of future PRC-resident beneficial owners of our company to comply with the registration procedures set forth in SAFE Circular 37 and subsequent implementation rules, may subject such beneficial owners or our PRC subsidiaries to fines and legal sanctions. Furthermore, SAFE Circular 37 is unclear how this regulation, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant PRC government authorities, and we cannot predict how these regulations will affect our business operations or future strategy. Failure to register or comply with relevant requirements may also limit our ability to contribute additional capital to our PRC subsidiaries and limit our PRC subsidiaries’ ability to distribute dividends to us. These risks could in the future have a material adverse effect on our business, financial condition and results of operations.

All employee participants in our equity incentive plans who are PRC citizens may be required to register with the SAFE. We may also face regulatory uncertainties that could restrict our ability to adopt additional option plans for our directors and employees under PRC law.

In December 2006, the People’s Bank of China promulgated the Administrative Measures for Individual Foreign Exchange, which set forth the respective requirements for foreign exchange transactions by PRC individuals under either current account or the capital account. In January 2007, the SAFE issued the Implementation Rules of the Administrative Measures for Individual Foreign Exchange, which, among other things, specified approval requirements for certain capital account transactions such as a PRC citizen’s participation in the employee stock ownership plans or stock option plans of an overseas publicly-listed company. On March 28, 2007, the SAFE promulgated the Processing Guidance on Foreign Exchange Administration for Domestic Individuals Participating in Employee Stock Ownership Plans or Stock Option Plans of Overseas-Listed Companies (the “Stock Option Rule”). Under the Stock Option Rule, PRC citizens who are granted stock options by an overseas publicly-listed company are required, through a qualified PRC domestic agent or PRC subsidiary of such overseas publicly-listed company, to register with the SAFE and complete certain other procedures. In February 2012, the SAFE promulgated the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, according to which, employees, directors, supervisors and other management members participating in any equity incentive plan of an overseas publicly listed company who are PRC citizens or who are non-PRC citizens residing in China for a continuous period of not less than one year, subject to limited exceptions, are required to register with SAFE through a domestic qualified agent, which could be a PRC subsidiary of such overseas listed company, and complete certain other procedures. Failure to complete the SAFE registrations may subject them to fines and legal sanctions and may also limit our ability to make payments under our equity incentive plans or receive dividends or sales proceeds related thereto, or our ability to contribute additional capital into our subsidiaries in China and limit our subsidiaries’ ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our ability to adopt additional equity incentive plans for our directors and employees under PRC law.

In addition, the PRC State Administration of Taxation has issued circulars concerning employee share options or restricted shares. Under these circulars, employees working in the PRC who exercise share options, or whose restricted shares vest, will be subject to PRC individual income tax. The PRC subsidiaries of an overseas listed company have obligations to file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees related to their share options or restricted shares. If the employees fail to pay, or the PRC subsidiaries fail to withhold applicable income taxes, the PRC subsidiaries may face sanctions imposed by the tax authorities or other PRC government authorities.

If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with “de facto management body” within China is considered a “resident enterprise” and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In 2009, the State Administration of Taxation (the “SAT”) issued the Circular of the State Administration of Taxation on Issues Relating to Identification of PRC-Controlled Overseas Registered Enterprises as Resident Enterprises in Accordance With the De Facto Standards of Organizational Management (the “SAT Circular 82”), which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect SAT’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in China; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in China; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in China; and (iv) at least 50% of voting board members or senior executives habitually reside in China.

We believe that we are not a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, we could be subject to PRC tax at a rate of 25% on our worldwide income, which could materially reduce our net income, and we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of our ordinary shares. In addition, non-resident enterprise shareholders (including our ordinary share holders) may be subject to PRC tax on gains realized on the sale or other disposition of ordinary shares, if such income is treated as sourced from within China. Furthermore, if we are deemed a PRC resident enterprise, dividends payable to our non-PRC individual shareholders and any gain realized on the transfer of ordinary shares by such shareholders may be subject to PRC tax at a rate of 10% in the case of non-PRC enterprises or a rate of 20% in the case of non-PRC individuals unless a reduced rate is available under an applicable tax treaty. It is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in our ordinary shares.

Restrictions under PRC law on our PRC subsidiaries’ ability to pay dividends and make other distributions could materially and adversely affect our ability to grow, make investments or acquisitions that could benefit our business, pay dividends to you, and otherwise fund and conduct our business.

Our revenues are generated by our PRC subsidiaries. However, PRC regulations restrict the ability of our PRC subsidiaries to pay dividends and make other payments to their offshore parent company. PRC legal restrictions permit payments of dividends by our PRC subsidiaries only out of their accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. Our PRC subsidiaries are also required under PRC laws and regulations to allocate at least 10% of their annual after-tax profits to a statutory general reserve fund until the amounts in said fund reaches 50% of their registered capital. Allocations to these statutory reserve funds can be used only for specific purposes and are not transferable to us in the form of loans, advances, or cash dividends. Any limitations on the ability of our PRC subsidiaries to transfer funds to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends and otherwise fund and conduct our business.

Our PRC subsidiaries generate primarily all of their revenue in Renminbi, which is not freely convertible into other currencies. As result, any restriction on currency exchange may limit the ability of our PRC subsidiaries to use their Renminbi revenues to pay dividends to us.

The PRC government may continue to strengthen its capital controls, and more restrictions and substantial vetting process may be put forward by SAFE for cross-border transactions falling under both the current account and the capital account. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other kinds of payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

In addition, the Enterprise Income Tax Law (“EIT Law”) and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by PRC companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated.

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of public offerings to make loans to our PRC subsidiaries in China, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

We are an offshore holding company conducting our operations in China through our PRC subsidiaries. We may make loans to our PRC subsidiaries subject to the approval from governmental authorities and limitation of amount, or we may make additional capital contributions to our wholly foreign-owned subsidiaries in China.

Any loans to our wholly foreign-owned subsidiaries in China, which are treated as foreign-invested enterprises under PRC law, are subject to PRC regulations and foreign exchange loan registrations. For example, loans by us to our wholly foreign-owned subsidiaries in China to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of the SAFE. In addition, a foreign invested enterprise shall use its capital pursuant to the principle of authenticity and self-use within its business scope. The capital of a foreign invested enterprise shall not be used for the following purposes: (i) directly or indirectly used for payment beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations; (ii) directly or indirectly used for investment in securities or investments other than banks’ principal-secured products unless otherwise provided by relevant laws and regulations; (iii) the granting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license; and (iv) paying the expenses related to the purchase of real estate that is not for self-use (except for the foreign-invested real estate enterprises).

SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises (“SAFE Circular 19”), effective June 2015, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration of Foreign Exchange Businesses, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration of Certain Capital Account Foreign Exchange Businesses. According to SAFE Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been transferred to a third party. Although SAFE Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within China, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclear whether SAFE will permit such capital to be used for equity investments in China in actual practice. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account (“SAFE Circular 16”), effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises. Violations of SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer any foreign currency

we hold, including the net proceeds from public offering, to our PRC subsidiaries, which may adversely affect our liquidity and our ability to fund and expand our business in China.

In light of the flood of capital outflows of China, the PRC government may from time to time impose more restrictive foreign exchange policies and step up scrutiny of major outbound capital movement. More restrictions and substantial vetting process may be required by SAFE or other government authorities to regulate cross-border transactions falling under the capital account. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ordinary shares.

In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans to our PRC subsidiaries or future capital contributions by us to our wholly foreign-owned subsidiaries in China. As a result, uncertainties exist as to our ability to provide prompt financial support to our PRC subsidiaries when needed. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we expect to receive from public offering and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

In February 2015, the SAT issued the Public Notice Regarding Certain Enterprise Income Tax Matters on Indirect Transfer of Properties by Non-Resident Enterprises, or SAT Public Notice 7. SAT Public Notice 7 extends its tax jurisdiction to not only indirect transfers but also transactions involving transfer of other taxable assets, through the offshore transfer of a foreign intermediate holding company. In addition, SAT Public Notice 7 provides certain criteria on how to assess reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. SAT Public Notice 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated to pay for the transfer) of the taxable assets. Where a non-resident enterprise conducts an “indirect transfer” by transferring the taxable assets indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being the transferor, or the transferee, or the PRC entity which directly owns the taxable assets may report to the relevant tax authority such indirect transfer. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a tax rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes. However, according to the aforesaid safe harbor rule, the PRC tax would not be applicable to the transfer by any non-resident enterprise of Greenland Shares acquired and sold on public securities markets.

On October 17, 2017, the SAT issued the Public Notice on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises (the “SAT Public Notice 37”), which came into effect on December 1, 2017. According to SAT Public Notice 37, where the non-resident enterprise fails to declare its tax payable pursuant to Article 39 of the EIT Law, the tax authority may order it to pay its tax due within required time limits, and the non-resident enterprise shall declare and pay its tax payable within such time limits specified by the tax authority. If the non-resident enterprise voluntarily declares and pays its tax payable before the tax authority orders it to do so, it shall be deemed that such enterprise has paid its tax payable in time.

We face uncertainties on the reporting and consequences of future private equity financing transactions, share exchanges or other transactions involving the transfer of shares in our company by investors that are non-PRC resident enterprises. The PRC tax authorities may pursue such non-resident enterprises with respect to a filing or the transferees with respect to withholding obligation, and request our PRC subsidiaries to assist in the filing. As a result, we and non-resident enterprises in such transactions may become at risk of being subject to filing obligations or being taxed under SAT Public Notice 7 and SAT Public Notice 37, and may be required to expend valuable resources to comply with them or to establish that we and our non-resident enterprises should not be taxed under these regulations, which may have a material adverse effect on our financial condition and results of operations.

Any failure to comply with PRC environmental laws may require us to incur significant costs.

We carry on our business in an industry that is subject to PRC environmental protection laws and regulations. These laws and regulations require enterprises engaged in manufacturing and construction that may cause environmental waste to adopt effective measures to control such waste. In addition, such enterprises are required to pay fines, or to cease operations entirely under extreme circumstances, should they discharge waste substances. The Chinese government may also change the existing laws or regulations or impose additional or stricter laws or regulations, compliance with which may cause us to incur significant capital expenditures, which we may be unable to pass on to our customers through higher prices for our products.

We must comply with the Foreign Corrupt Practices Act.

We are required to comply with the United States Foreign Corrupt Practices Act, which prohibits U.S. companies from making prohibited payments to foreign officials for the purpose of obtaining or retaining business. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time to time in mainland China. If any of our non-U.S. listed competitors that are not subject to the Foreign Corrupt Practices Act engage in these practices, they may receive preferential treatment and secure business from government officials in a way that is unavailable to us. Furthermore, although we inform our personnel that such practices are illegal, we cannot assure you that our employees or other agents will not engage in illegal conduct for which we might be held responsible under U.S. law. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties.

Because our funds are held in banks that do not provide insurance, the failure of any bank in which we deposit our funds could affect our ability to continue our business operations.

Banks and other financial institutions in the PRC do not provide insurance for funds held on deposit. The Chinese government implemented the bank deposit insurance program on May 1, 2015. Financial institutions are required to pay insurance premiums into a fund that is managed by an agency appointed by the State Council. The program is designed to return bank clients’ deposits if their bank suffers insolvency or bankruptcy. The reimbursement is drawn from the new fund in the case of the deposit being RMB 500,000 or less. However, the implementation and impact of this program are uncertain. As a result, in the event of a bank failure, we may not have access to funds on deposit. Depending upon the amount of money we maintain in a bank that fails, our inability to have access to our cash could impair our operations, and, if we are not able to access funds to pay our suppliers, employees and other creditors, we may be unable to continue our business operations.

If relations between the United States and China worsen, investors may be unwilling to hold or buy the Greenland Shares and our share price may decrease.

At various times during recent years, the United States and China have had significant disagreements over political and economic issues, which may result in or intensify potential conflicts in relation to territorial, regional security and trade disputes. For instance, the United States has expressed a desire to reexamine the trade relationship between China and the United States. Any continuing or worsening slowdown could significantly reduce domestic growth in China and therefore adversely affect our business, financial condition and results of operations.

If we become directly subject to the scrutiny, criticism and negative publicity that is historically related to U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price and reputation and could result in a loss of your investment in our stock, especially if such matter cannot be addressed and resolved favorably.

In past years, U.S. public companies that have substantially all of their operations in China, particularly companies that have completed reverse merger transactions, have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now, or were in the recent past, subject to shareholder lawsuits, SEC enforcement actions and are conducting internal and external investigations into the allegations. If we

become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our Company. This situation will be costly and time consuming and distract our management from growing our Company. If such allegations are not proven to be groundless, our Company and business operations will be severely impacted and your investment in our stock could be rendered worthless.

The disclosures in our reports and other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any regulatory bodies in the PRC. Accordingly, our public disclosure should be reviewed in light of the fact that no governmental agency that is located in China where substantially all of our operations and business are located have conducted any due diligence on our operations or reviewed or cleared any of our disclosures.

We are regulated by the SEC and our reports and other filings with the SEC are subject to SEC review in accordance with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act. Unlike public reporting companies whose operations are located primarily in the United States, however, substantially all of our operations are located in China. Since substantially all of our operations and business take place in China, it may be more difficult for the Staff of the SEC to overcome the geographic and cultural obstacles that are present when reviewing our disclosures. These same obstacles are not present for similar companies whose operations or business take place entirely or primarily in the United States. Furthermore, our SEC reports and other disclosures and public pronouncements are not subject to the review or scrutiny of any PRC regulatory authority. For example, the disclosure in our SEC reports and other filings are not subject to the review of China Securities Regulatory Commission, a PRC regulator that is tasked with oversight of the capital markets in China. Accordingly, you should review our SEC reports, filings and our other public pronouncements with the understanding that no local regulator has done any due diligence on our Company and with the understanding that none of our SEC reports, other filings or any of our other public pronouncements has been reviewed or otherwise been scrutinized by any local regulator.

The audit report included in this proxy statement is prepared by auditors who are not inspected fully by the Public Company Accounting Oversight Board (the “PCAOB”), and, as such, our shareholders are deprived of the benefits of such inspection.

As an auditor of companies that are publicly traded in the United States and a firm registered with the PCAOB, BDO China Shu Lun Pan Certified Public Accountants LLP is required under the laws of the United States to undergo regular inspections by the PCAOB. However, because we have substantial operations within the PRC, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the Chinese government authorities, our auditor and its audit work is not currently inspected fully by the PCAOB.

Inspections of other auditors conducted by the PCAOB outside China have at times identified deficiencies in those auditors’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The lack of PCAOB inspections of audit work undertaken in China prevents the PCAOB from regularly evaluating our auditor’s audits and its quality control procedures. As a result, shareholders may be deprived of the benefits of PCAOB inspections, and may lose confidence in our reported financial information and procedures and the quality of our financial statements.

Changes in U.S. and international trade policies, particularly with regard to China, may adversely impact our business and operating results.

The U.S. government has recently made statements and taken certain actions that may lead to potential changes to U.S. and international trade policies, including recently-imposed tariffs affecting certain products manufactured in China. It is unknown whether and to what extent new tariffs (or other new laws or regulations) will be adopted, or the effect that any such actions would have on us or our industry and users. Although cross-border business may not be an area of our focus, if we plan to sell our products internationally in the future, any unfavorable government policies on international trade, such as capital controls or tariffs, may affect the demand for our products and services, impact the competitive position of our products or prevent us from being able to sell products in certain countries. If any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or, in particular, if the U.S. government takes retaliatory trade actions due to the recent U.S.-China trade tension, such changes could have an adverse effect on our business, financial condition, results of operations.

Risks Related to Greenland

You have limited rights or interests in funds in the Trust Account. To liquidate your investment, therefore, you may be forced to sell your Public Shares, Rights or Warrants, potentially at a loss.

Public Shareholders will be entitled to receive funds from the Trust Account only upon (i) such shareholder’s exercise of Redemption Rights in connection with Greenland’s initial business combination (which will be the Business Combination should it occur) and then only in connection with those Greenland Shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the Redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Memorandum and Articles of Association to (A) modify the substance or timing of Greenland’s obligation to redeem 100% of the Public Shares if Greenland does not complete an initial business combination by October 25, 2019 (or April 27, 2020, if we extend the period of time to consummate a business combination) or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the Redemption of Public Shares if Greenland is unable to complete an initial business combination by October 25, 2019 (or April 27, 2020, if we extend the period of time to consummate a business combination), subject to applicable law and as further described herein. In addition, if Greenland’s plan to redeem its Public Shares if it is unable to complete an initial Business Combination by October 25, 2019 (or April 27, 2020, if we extend the period of time to consummate a business combination) is not completed for any reason, compliance with applicable law and the Memorandum and Articles of Association may require that Greenland submit a plan of dissolution to its then-existing shareholders for approval prior to the distribution of the proceeds held in Greenland’s Trust Account. In that case, Public Shareholders may be forced to wait beyond October 25, 2019 (or April 27, 2020, if we extend the period of time to consummate a business combination) before they receive funds from the Trust Account. In no other circumstances will a Public Shareholder have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares, Rights or Warrants, potentially at a loss.

If you or a “group” of shareholders are deemed to hold in excess of 15% of Greenland Shares, you will lose the ability to redeem all such shares in excess of 15% of Greenland Shares.

The Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking Redemption Rights with respect to more than an aggregate of 15% of the shares sold in Greenland’s IPO, which is referred to as the “Excess Shares.” However, such shareholders may vote all their shares (including Excess Shares) for or against the Business Combination. Your inability to redeem the Excess Shares will reduce your influence over Greenland’s ability to complete the Business Combination and you could suffer a material loss on your investment in Greenland if you sell Excess Shares in open market transactions. Additionally, you will not receive Redemption distributions with respect to the Excess Shares if Greenland completes the Business Combination. As a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

Greenland’s shareholders may be held liable for claims by third parties against Greenland to the extent of distributions received by them upon Redemption of their shares.

If Greenland is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately after the distribution was made, either (i) the value of Greenland’s liabilities exceeded the value of its assets, or (ii) Greenland was unable to pay its debts as they fall due. As a result, a liquidator could seek to recover all amounts received by Greenland’s shareholders. Furthermore, Greenland’s directors may be viewed as having breached their fiduciary duties to Greenland or Greenland’s creditors and/or having acted in bad faith, and thereby exposing themselves and Greenland to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. There is no assurance that claims will not be brought against Greenland for these reasons. Any directors and officers of Greenland who knowingly and willfully authorized or permitted any distribution to be paid out of the Trust Account while either (i) the value of Greenland’s liabilities exceeded the value of its assets, or (ii) Greenland was unable to pay its debts as they fall due would be personally liable to Greenland to repay to Greenland as much of the distribution as cannot be recovered from Greenland’s shareholders.

Although Greenland seeks to have all vendors, service providers (other than its independent auditors), prospective target businesses or other entities with which it does business execute agreements with Greenland waiving any right,

title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of Greenland’s Public Shareholders, as well as distributions to Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Public Shareholders or claims challenging the enforceability of the waiver.

Greenland believes it may have been considered a passive foreign investment company, or “PFIC,” since its inception, which could result in adverse U.S. federal income tax consequences to U.S. taxpayers.

If Greenland is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in “Proposal 1: The Business Combination Proposal —Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights”) of Greenland Shares, Warrants or Rights, the U.S. Holder may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements. Because Greenland is a blank check company, with no current active business, it believes that it is likely that it has been a PFIC beginning with its initial taxable year ended November 30, 2018. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income (in Greenland’s case, its taxable year ended November 30, 2018), if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year (in Greenland’s case, each of its taxable year ending November 30, 2019 and its taxable year ending November 30, 2020); and (3) the corporation is not, in fact, a PFIC for either of those years. A determination as to whether Greenland would satisfy the start-up exception will not be made until after its current taxable year, and there can be no assurance that Greenland will qualify for such exception. For more information, see the discussion in “Proposal 1: The Business Combination Proposal — Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights — Passive Foreign Investment Company Rules.” We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules.

An investor may be subject to adverse U.S. federal income tax consequences in the event the Internal Revenue Service (“IRS”) were to disagree with the U.S. federal income tax consequences described herein.

Greenland has not sought a ruling from the IRS as to any U.S. federal income tax consequences described herein. The IRS may disagree with the descriptions of U.S. federal income tax consequences contained herein, and its determination may be upheld by a court. Any such determination could subject an investor or Greenland to adverse U.S. federal income tax consequences that would be different than those described herein. Accordingly, each prospective investor is urged to consult a tax advisor with respect to the specific tax consequences of the acquisition, ownership and disposition of Greenland Shares, Rights and Warrants, including the applicability and effect of state, local or non-U.S. tax laws, as well as U.S. federal tax laws.

If third parties bring claims against Greenland, the proceeds held in the Trust Account could be reduced and the Redemption Price received by Public Shareholders may be less than $10.00 per share.

Greenland’s placing of funds in the Trust Account may not protect those funds from third-party claims against Greenland. Although Greenland seeks to have all vendors, service providers (other than its independent auditors), prospective target businesses or other entities with which it does business execute agreements with Greenland waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of Greenland’s Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Greenland’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Greenland’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to Greenland than any alternative.

Examples of possible instances where Greenland may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations,

contracts or agreements with Greenland and will not seek recourse against the Trust Account for any reason. Upon Redemption of Greenland’s Public Shares, if Greenland is unable to complete its initial business combination within the prescribed time frame, or upon the exercise of a Redemption Right in connection with the Business Combination, Greenland will be required to provide for payment of claims of creditors that were not waived that may be brought against Greenland within the ten years following Redemption. Accordingly, the Redemption Price received by Public Shareholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors.

Pursuant to the Insider Letter Agreement, the Sponsor has agreed that it will be liable to Greenland if and to the extent any claims by a vendor (other than the independent auditors) for services rendered or products sold to Greenland, or a prospective target business with which Greenland has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Greenland’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. Greenland believes that the Sponsor’s only assets are securities of Greenland, and Greenland has neither undertaken any efforts to independently verify whether the Sponsor has sufficient funds available to satisfy its indemnification obligations, nor asked the Sponsor to reserve for such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for an initial business combination and Redemptions could be reduced to less than $10.00 per Public Share without any meaningful recourse against the Sponsor. In such event, Greenland may not be able to complete an initial business combination, and you would receive such lesser amount per share in connection with any Redemption of your Public Shares.

None of Greenland’s officers or directors will indemnify Greenland for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Greenland’s directors may decide not to enforce the indemnification obligations of the Sponsor under the Insider Letter Agreement, resulting in a reduction in the amount of funds in the Trust Account available for distribution to Greenland’s Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share or (ii) such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Greenland’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While Greenland currently expects that its independent directors would take legal action on behalf of Greenland against the Sponsor to enforce their indemnification obligations to Greenland, it is possible that Greenland’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If Greenland’s independent directors choose not to enforce these indemnification obligations, there may be less funds in the Trust Account available for distribution to Greenland’s Public Shareholders.

If, after Greenland distributes the proceeds in the Trust Account to its Public Shareholders, Greenland is placed into insolvent liquidation, a liquidator may seek to recover such proceeds and the directors of the Greenland may also be viewed as having breached their duties, thereby exposing the directors to claims against them by the liquidator of Greenland which may result in the directors being required to contribute to assets of Greenland available to meet its liabilities.

If, after Greenland distributes the proceeds in the Trust Account to its Public Shareholders, Greenland is placed into insolvent liquidation, any distributions received by shareholders could be become vulnerable to being “clawed back” or recovered by Greenland under applicable companies laws or insolvency laws. As a result, a liquidator of Greenland could seek to recover all amounts received by Greenland’s shareholders. In addition, the directors of Greenland may be viewed as having breached their duties to Greenland and to its creditors (with the onset of insolvency the duties of a director of a BVI company become owed to the company’s creditors rather than to the company or its shareholders) and/or having acted in bad faith, thereby exposing the directors to potential liability to personally contribute, in such amounts as the court may determine or approve, to the assets of Greenland available to meet the claims of its creditors.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect the business, investments and results of operations of Greenland.

Greenland is subject to laws and regulations enacted by national, regional and local governments. In particular, Greenland is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the business, investments and results of operations of Greenland. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on Greenland’s business and results of operations.

The exercise price for the Warrants is higher than in many similar blank check company offerings, and, accordingly, the Warrants are more likely to expire worthless.

The exercise price of the Warrants is higher than is typical in many similar blank check company offerings. Historically, the exercise price of a public warrant was generally a fraction of the purchase price of the units issued in an initial public offering. The exercise price for the Warrants is $11.50 per share. As a result, the Warrants are less likely to ever be in the money and more likely to expire worthless.

The Insider Letter Agreement may be amended without shareholder approval.

The Insider Letter Agreement contains provisions relating to transfer restrictions of Greenland’s Founder Shares and Private Placement Units, indemnification of the Trust Account, waiver of Redemption Rights and participation in liquidation distributions from the Trust Account. The Insider Letter Agreement may be amended without shareholder approval. While Greenland does not expect the Greenland Board to approve any amendment to this agreement prior to the Business Combination, it may be possible that the Greenland Board, in exercising its business judgment and subject to its fiduciary duties and any restrictions under the Share Exchange Agreement, chooses to approve one or more amendments to such agreement. Any such amendment may have an adverse effect on the value of an investment in Greenland’s securities.

Greenland’s founder and chief executive officer controls a substantial interest in Greenland and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.

Greenland’s founder and chief executive officer controls the Sponsor and has the ability to vote the Sponsor’s Founder Shares and Greenland Shares underlying the Private Placement Units, constituting approximately 23.7% of Greenland’s issued and outstanding Greenland Shares in the aggregate. If Greenland’s Sponsor, its founder and chief executive officer, and any other Greenland directors or officers (or their affiliates) purchase any additional Greenland Shares in the aftermarket or in privately negotiated transactions, this would increase their control of Greenland. Neither Greenland’s Sponsor nor, to Greenland’s knowledge, any of Greenland’s officers or directors, have any current intention to purchase additional securities. Factors that would be considered in making such additional purchases would include consideration of the current trading price of Greenland Shares. Greenland will not hold an annual meeting to elect new directors prior to the completion of the Business Combination, in which case all of the current directors will continue in office until at least the completion of the Business Combination. Accordingly, Greenland’s Sponsor will continue to exert control at least until the completion of the Business Combination. For more information, see the risk factor entitled “— Risks Related to the Business Combination — Some of Greenland’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether Zhongchai Holding is appropriate for Greenland’s initial business combination.”

Greenland’s Warrants and Rights may have an adverse effect on the market price of the Greenland Shares.

Greenland issued Warrants to purchase 2,200,000 Greenland Shares, and Rights to receive 440,000 Greenland Shares, as part of the Units offered in its IPO, and, simultaneously with the closing of the IPO, Greenland issued in a private placement an aggregate of 282,000 Private Placement Units to the Sponsor and Chardan, each such Unit consisting of one Greenland Share, one Private Placement Right to receive one-tenth (1/10) of one Greenland Share upon the consummation of our initial business combination and one Private Placement Warrant, each exercisable to purchase one-half of one Greenland Share at $11.50 per whole share. Such Private Placement Warrants, when exercised, and Private Placement Rights, when converted, will increase the number of issued and outstanding Greenland Shares and may reduce the market price of the Greenland Shares.

Your unexpired Warrants may be redeemed prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless.

Outstanding Warrants may be redeemed at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant, provided that the last reported sales price of the Greenland Shares equals or exceeds $16.50 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date the Company sends the notice of redemption to the Warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption rights if the issuance of Greenland Shares upon exercise of the Warrants is not exempt from registration or qualification under applicable state blue sky laws or Greenland is unable to effect such registration or qualification, subject to the Company’s obligation in such case to use its best efforts to register or qualify the Greenland Shares under the blue sky laws of the state of residence in those states in which the Warrants were initially offered by Greenland in its IPO. Redemption of the outstanding Warrants could force you (i) to exercise your Warrants and pay the exercise price at a time when it may be disadvantageous for you to do so, (ii) to sell your Warrants at the then-current market price when you might otherwise wish to hold your Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants. None of the Private Placement Warrants will be redeemable by the Company so long as they are held by their initial purchasers — the Sponsor and Chardan — or their permitted transferees.

Greenland is an emerging growth company within the meaning of the Securities Act and Greenland has taken advantage of certain exemptions from disclosure requirements available to emerging growth companies; this could make the Company’s securities less attractive to investors and may make it more difficult to compare the Company’s performance with other public companies.

Greenland is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act and has taken advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in Greenland’s periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on certain executive compensation matters. As a result, Greenland’s shareholders may not have access to certain information they may deem important. Greenland may be an emerging growth company for up to five years from the IPO, although circumstances could cause the loss of that status earlier, including if the market value of the Greenland Shares held by non-affiliates exceeds $700 million as of any June 30 (following the change of the fiscal year end of Greenland to December 31 in connection with the Closing) before that time, in which case the Company would no longer be an emerging growth company as of the following December 31 (following the change of the fiscal year end of Greenland to December 31 in connection with the Closing). Greenland cannot predict whether investors will find its securities less attractive because Greenland relies on these exemptions. If some investors find the securities less attractive as a result of reliance on these exemptions, the trading prices of the Company’s securities may be lower than they otherwise would be, there may be a less active trading market for the Company’s securities and the trading prices of the securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. Greenland has elected not to opt out of such extended transition period. Accordingly, when a standard is issued or revised and it has different application dates for public or private companies, Greenland, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard, unless early adoption is permitted by the standard. This may make comparison of Greenland’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Voting Your Shares

Each Greenland Share that you own in your name entitles you to one vote. 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” the Business Combination Proposal, the 2019 Equity Incentive Plan Proposal, the election of each of the director nominees 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.

Abstentions and Broker Non-Votes

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 Business Combination Proposal, the 2019 Equity Incentive Plan Proposal, the Director Election Proposal, the Articles Amendment Proposal or the Adjournment Proposal (if presented).

Share Ownership of and Voting by Greenland Sponsor, Directors and Officers

The Sponsor owns 1,100,000 Founder Shares and 260,000 Private Placement Units. Pursuant to the Insider Letter Agreement, (i) the 1,100,000 Founder Shares (ii) the Greenland Shares underlying the 260,000 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. Under the Share Exchange Agreement, Greenland agreed to enforce the voting obligations contained in the Insider Letter Agreement against the Sponsor and the Greenland officers and directors.

Revoking Your Proxy; Changing Your Vote

If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify Greenland’s secretary in writing before the Special Meeting that you have revoked your proxy; or

•        you may attend the Special Meeting, revoke your proxy and vote in person as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Redemption Rights

Public Shareholders may seek to have their shares redeemed by Greenland, regardless of whether they vote for or against the Business Combination or any other Proposal and whether they held Greenland Shares as of the Record Date or acquired them after the Record Date. Any Public Shareholder who holds Greenland Shares on or before         , 2019 (two (2) business days before the Special Meeting) will have the right to demand that his or her shares be redeemed for a full pro rata share of the aggregate amount then on deposit in the Trust Account, less any

taxes then due but not yet paid (which is approximately $        , or approximately $         per share, as of the date of this proxy statement). A Public Shareholder that has properly tendered his or her shares for Redemption will be entitled to receive his or her pro rata portion of the aggregate amount then on deposit in the Trust Account in cash for such shares only if the Business Combination is completed. If the Business Combination is not completed, the Redemptions will be cancelled and the tendered shares will be returned to the relevant Public Shareholders as appropriate.

Greenland shareholders who seek to redeem their Public Shares must demand Redemption no later than 5:00 p.m., Eastern time on         , 2019 (two (2) business days before the Special Meeting) by (A) submitting a written request to the Transfer Agent that Greenland redeem such holder’s Public Shares for cash; (B) affirmatively certifying in such request to the Transfer Agent if such holder is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other shareholder with respect to Greenland Shares and (C) delivering their Greenland Shares, either physically or electronically using The Depository Trust Company’s DWAC System, at the holder’s option, to the Transfer Agent prior to the Special Meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered to the Transfer Agent (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal 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 the tendering broker a nominal fee 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.

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.

A Public Shareholder will be entitled to receive cash for these shares only if the shareholder properly demands Redemption as described above and the Business Combination is completed. If a Public Shareholder properly seeks Redemption and the Business Combination is completed, Greenland will redeem these shares for cash and the holder will no longer own these shares following the Business Combination. If the Business Combination is not completed for any reason, then the Public Shareholders who exercised their Redemption Rights will not be entitled to receive cash for their shares. In such case, Greenland will promptly return any shares delivered by the Public Shareholders. Greenland and Zhongchai Holding will not complete the Business Combination if, upon the Closing and after payment of all transaction and other expenses payable by Greenland and payments for Redemptions, Greenland does not have net tangible assets of at least $5,000,001.

The closing price of Greenland Shares on July 2, 2019 was $10.16. The cash held in the Trust Account as of May 31, 2019 was approximately $10.19 per Public Share. Prior to exercising Redemption Rights, shareholders should verify the market price of Greenland Shares as they may receive higher proceeds from the sale of their shares in the public market than from exercising their Redemption Rights if the market price per share is higher than the Redemption price. Greenland cannot assure its shareholders that they will be able to sell their Greenland Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares. A Public Shareholder who properly exercises its Redemption Rights pursuant to the procedures set forth herein will be entitled to receive a full pro rata portion of the aggregate amount then on deposit in the Trust Account, less any amounts necessary to pay Greenland’s taxes.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of his, her, its or any other person with whom he, she or it 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 Greenland Shares. Accordingly, any shares held by a Public Shareholder or “group” in excess of such 15% cap will not be redeemed by Greenland.

Pursuant to the Insider Letter Agreement, the Greenland Sponsor, officers or directors have waived all of their Redemption Rights and will not have Redemption Rights with respect to any Greenland Shares owned by them, directly or indirectly.

Appraisal Rights

Greenland’s shareholders do not have appraisal rights under the Companies Act in connection with the Business Combination or the other Proposals.

Proxy Solicitation

Greenland is soliciting proxies on behalf of the Greenland Board. This solicitation is being made by mail but also may be made by telephone or in person. Greenland and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Greenland will bear all of the costs of the solicitation, which Greenland estimates will be approximately $7,500 plus expenses, which fee also includes fees for acting as the inspector of elections at the Special Meeting. Greenland has engaged Advantage Proxy as proxy solicitor to assist in the solicitation of proxies.

Greenland will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Greenland will reimburse them for their reasonable expenses.

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 “— Revoking Your Proxy; Changing Your Vote.”

Householding

The SEC has adopted a rule concerning the delivery of annual reports and proxy statements. It permits Greenland, with your permission, to send a single notice of meeting and, to the extent requested, a single copy of this proxy statement to any household at which two or more Greenland shareholders reside if they appear to be members of the same family. This rule is called “householding,” and its purpose is to help reduce printing and mailing costs of proxy materials.

A number of brokerage firms have instituted householding for shares held in “street name.” If you and members of your household have multiple accounts holding Greenland Shares, you may have received a householding notification from your broker. Please contact your broker directly if you have questions, require additional copies of this proxy statement or wish to revoke your decision to household. These options are available to you at any time.

Who Can Answer Your Questions About Voting Your Shares?

If you are a shareholder of Greenland and have any questions about how to vote or direct a vote in respect of your Greenland Shares, you may contact Advantage Proxy, the proxy solicitor for Greenland, toll-free at (877) 870-8565 or by email at ksmith@advantageproxy.com.

PROPOSAL 1: THE BUSINESS COMBINATION PROPOSAL

Greenland is asking its shareholders to approve the Share Exchange Agreement and the transactions contemplated thereby, including the Business Combination. Shareholders should carefully read this proxy statement in its entirety for more detailed information concerning the Share Exchange Agreement, which is attached as Annex A to this proxy statement and is incorporated into this proxy statement by reference. Please see the subsection entitled “The Share Exchange Agreement” below for additional information and a summary of certain terms of the Share Exchange Agreement. You are urged to read the Share Exchange Agreement in its entirety before voting on this Proposal.

We may complete the Business Combination only if it is approved by 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 Articles Amendment Proposal or the Director Election Proposal fails to receive the required Greenland shareholder approval, the Business Combination will not be completed.

The Share Exchange Agreement

This section describes the material provisions of the Share Exchange Agreement, but does not purport to describe all of the terms of the Share Exchange Agreement. The following summary is qualified in its entirety by reference to the complete text of the Share Exchange Agreement and the related agreements. Greenland’s shareholders, Right holders, Warrant holders and other interested parties are urged to read such agreement in its entirety because it is the primary legal document that governs the Business Combination. Unless otherwise defined herein, the capitalized terms used in this section “Proposal 1: The Business Combination Proposal — The Share Exchange Agreement” are defined in the Share Exchange Agreement.

The Share Exchange Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Share Exchange Agreement or other specific dates, including, in some cases, as of the Closing. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Share Exchange Agreement. The representations, warranties and covenants in the Share Exchange Agreement are also modified in important part by the disclosure schedules attached thereto which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders. The disclosure schedules were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure schedules contain information that is material to an investment decision.

To the extent that specific material facts exist that contradict the representations, warranties, and covenants in the Share Exchange Agreement, we will provide corrective disclosure in this proxy statement. Furthermore, to the extent that subsequent information concerning the subject matter of the representations, warranties, and covenants in the Share Exchange Agreement may or may not be fully reflected in our public disclosures, our public disclosures will include any material information necessary to provide Greenland’s shareholders a materially complete understanding of the Share Exchange Agreement disclosures.

General

On July 12, 2019, we entered into the Share Exchange Agreement with Zhongchai Holding, the Sponsor, in the capacity thereunder as the Purchaser Representative, and the Zhongchai Equity Holder, pursuant to which, among other things and subject to the terms and conditions contained therein, we will consummate the acquisition of all of the outstanding capital stock of Zhongchai Holding through a share exchange, with Zhongchai Holding becoming a direct wholly owned subsidiary of the Company.

Existing Organizational Structure

The diagram below depicts the current organizational structure of Zhongchai Holding:

Organizational Structure Following the Business Combination

The diagram below depicts our organizational structure immediately following the completion of the Business Combination:

Consideration

Pursuant to the Share Exchange Agreement, we will issue 7,500,000 Exchange Shares to the Zhongchai Equity Holder.

Escrow Shares

Ten percent (10%) of the Exchange Shares (“Escrow Shares”) will be deposited in escrow at the Closing for a period of eighteen (18) months (subject to further retention in the escrow account to the extent that there are pending indemnification claims brought prior to such time) with a mutually agreed escrow agent. During such time, the Escrow Shares will be subject to forfeiture back to us (along with dividends and other earnings otherwise payable with respect to such Escrow Shares) in the event that the Purchaser Representative successfully brings an indemnification claim under the Share Exchange Agreement on behalf of our shareholders. The Zhongchai Equity Holder will be entitled to vote the Escrow Shares while they are held in escrow.

Representations and Warranties

Under the Share Exchange Agreement, each of Greenland, the Zhongchai Equity Holder and Zhongchai Holding make customary representations and warranties.

The representations and warranties of Greenland include, among other things:

•        corporate matters, including due organization, existence and good standing;

•        authority and binding effect relative to execution and delivery of the Share Exchange Agreement and other ancillary agreements;

•        governmental approvals;

•        non-contravention;

•        capitalization;

•        SEC filings and financial statements;

•        absence of certain changes;

•        compliance with laws;

•        actions, orders and permits;

•        taxes and tax returns;

•        employees and employee benefit plans;

•        properties;

•        material contracts;

•        transactions with affiliates;

•        Investment Company Act of 1940;

•        finders and brokers;

•        status of Exchange Shares;

•        certain business practices;

•        insurance; and

•        independent investigation.

The representations and warranties of Zhongchai Equity Holder include, among other things:

•        corporate matters, including due organization, existence and good standing;

•        authority and binding effect relative to execution and delivery of the Share Exchange Agreement and other ancillary agreements;

•        ownership;

•        governmental approvals;

•        non-contravention;

•        litigation;

•        investment representations;

•        finders and brokers;

•        independent investigation; and

•        information supplied.

The representations and warranties of Zhongchai Holding relate to, among other things, with respect to the Target Companies:

•        corporate matters, including due organization, existence and good standing;

•        authority and binding effect relative to execution and delivery of the Share Exchange Agreement and other ancillary agreements;

•        capitalization;

•        subsidiaries;

•        governmental approvals;

•        non-contravention;

•        financial statements;

•        absence of certain changes;

•        compliance with laws;

•        permits;

•        litigation;

•        material contracts;

•        intellectual property;

•        taxes and tax returns;

•        real property;

•        personal property;

•        title to and sufficiency of assets;

•        employee matters;

•        benefit plans;

•        environmental matters;

•        transactions with related persons;

•        insurance;

•        top customers and suppliers;

•        books and records;

•        accounts receivable;

•        business practices;

•        compliance with applicable rules and regulations of the relevant PRC governmental agencies relating to overseas investments;

•        Investment Company Act of 1940;

•        finders and brokers;

•        independent investigation;

•        information supplied; and

•        disclosure.

The representations and warranties set forth in the Share Exchange Agreement are made by and to Zhongchai Holding, Greenland and the Zhongchai Equity Holder as of specific dates. The statements embodied in those representations and warranties were made for purposes of the Share Exchange Agreement between the parties and certain of the representations are subject to specified exceptions and qualifications contained in the Share Exchange Agreement or in information provided pursuant to certain disclosure schedules to the Share Exchange Agreement agreed to by the parties in connection with negotiating the terms of the Share Exchange Agreement, may or may not be accurate as of the date they were made, and do not purport to be accurate as of the date of this proxy statement.

Material Adverse Effect

Many of the representations and warranties are qualified by materiality or Material Adverse Effect with respect to Zhongchai Holding and the Target Companies or the Company.

“Material Adverse Effect” as used in the Share Exchange Agreement means any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, liabilities, results of operations, prospects or condition (financial or otherwise) of such person and its subsidiaries, taken as a whole, or (b) the ability of such person or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Share Exchange Agreement or the other transaction documents to which it is a party or bound or to perform its obligations thereunder, in each case subject to certain customary exclusions, including:

(i)     general changes in the financial or securities markets or general economic or political conditions in the country or region in which such person or any of its subsidiaries do business;

(ii)    changes, conditions or effects that generally affect the industries in which such person or any of its subsidiaries principally operate;

(iii)    changes in GAAP or other applicable accounting principles or mandatory changes in the regulatory accounting requirements applicable to any industry in which such person and its subsidiaries principally operate;

(iv)   conditions caused by acts of God, terrorism, war (whether or not declared) or natural disaster;

(v)    any failure in and of itself by such person and its subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (provided that the underlying cause of any such failure may be considered in determining whether a material adverse effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein); and

(vi)   with respect to Greenland, the consummation and effects of the Redemption.

The exceptions contained in items (i), (ii), (iii) or (iv) above apply only if they do not affect a person and its subsidiaries in a disproportionate manner relative to other persons operating in the industries in which such person or any of its subsidiaries primarily conducts its business.

For a complete definition of “Material Adverse Effect,” please refer to the Share Exchange Agreement, attached to this proxy statement as Annex A.

Survival and Indemnification

The representations and warranties made by Zhongchai Holding and the Zhongchai Equity Holder in the Share Exchange Agreement generally survive for a period of eighteen (18) months after the Closing, with certain representations relating to taxes, benefit plans, environmental matters and information supplied surviving until 60 days after the expiration of the applicable statute of limitations and certain fundamental representations relating

to due organization and good standing, authorization and binding effect, capitalization and ownership of Zhongchai Holding shares, subsidiaries, finders and investment bankers and independent investigation surviving indefinitely. Claims against Zhongchai Holding or the Zhongchai Equity Holder based on fraud, willful misconduct or intentional misrepresentation also survive indefinitely. The covenants and agreements of Zhongchai Holding and the Zhongchai Equity Holder survive until fully performed.

Our representations and warranties also generally survive for a period of eighteen (18) months after the Closing, with certain representations relating to due organization and good standing, authorization and binding effect, capitalization, finders and brokers and independent investigation, as well as claims against us based on fraud, willful misconduct or intentional misrepresentation, surviving indefinitely. Our covenants and agreements to be performed after the Closing survive until fully performed.

From and after the Closing, the Zhongchai Equity Holder, and its successors and assigns, is required to indemnify us and our affiliates and our respective officers, directors, managers, employees, successors and permitted assigns (each referred to with respect to claims as a purchaser indemnitee) from and against any losses from (a) the breach of any of Zhongchai Holding’s or the Zhongchai Equity Holder’s respective representations and warranties, (b) the breach of any of Zhongchai Holding’s or the Zhongchai Equity Holder’s respective covenants or our post-Closing covenants, (c) any and all pre-Closing tax liabilities of Zhongchai Holding, (d) any actions by persons who were holders of equity securities (including options, warrants, convertible securities or other rights) of any Zhongchai Holding entity prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities or (e) any indebtedness and/or transaction expenses of Zhongchai Holding as of the Closing that were not included in Zhongchai Holding’s financial statements. Recourse by Greenland or the Sponsor may be obtained against the Escrow Shares.

In any indemnification claims, the Purchaser Representative will represent the Purchaser and the purchaser indemnitees.

All indemnification claims for breaches of representations and warranties, other than claims based on fraud, willful misconduct, intentional misrepresentation or the special representations, shall be subject to an aggregate basket of $300,000 before any indemnification claims can be made, at which point all claims will be paid back to the first dollar.

Covenants of the Parties

General

Each party agreed in the Share Exchange Agreement to use its reasonable best efforts to effect the Closing. The Share Exchange Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Share Exchange Agreement and the earlier of the Closing or the termination of the Share Exchange Agreement in accordance with its terms, including covenants relating to the conduct of the parties’ respective businesses, provision of information, notification of certain matters, obligations with respect to governmental consents and compliance with laws. Greenland also agreed to use its commercially reasonable efforts to maintain the listing of its securities on Nasdaq.

Shareholder Approval

Unless the Share Exchange Agreement is terminated in accordance with its terms, we have agreed to call a special meeting of our shareholders, for the purpose of such shareholders considering and voting on the approval and adoption of the Share Exchange Agreement and any other matters required to be voted upon by such shareholders in connection with the transactions contemplated in the Share Exchange Agreement (including the Business Combination). We may delay, postpone or adjourn such special meeting of our shareholders if, as of the time for which the shareholders meeting is originally scheduled, there are insufficient Greenland Shares represented (either in person or by proxy) and voting to adopt the Share Exchange Agreement, or to constitute a quorum necessary to conduct the business of the special meeting. The Greenland Board has, by a unanimous vote, approved the Business Combination and directed that the Share Exchange Agreement and the Business Combination be submitted to our shareholders for their consideration.

Regulatory Matters

The parties to the Share Exchange Agreement are also required to make, or cause to be made, as promptly as practicable, any filings necessary to obtain any antitrust or other necessary regulatory approvals.

Neither Greenland nor Zhongchai Holding is aware of any material regulatory approvals or actions that are required for completion of the Business Combination. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Additional Covenants and Agreements

•        Each of Greenland and Zhongchai Holding shall give the other party and its representatives access to records and information pertaining to it and its subsidiaries.

•        During the period from the date of the Share Exchange Agreement and continuing until the earlier of the termination of the Share Exchange Agreement or the Closing (the “Interim Period”), each of Greenland and Zhongchai Holding shall continue to operate its and its subsidiaries’ respective businesses in the ordinary course consistent with past practice, comply with all laws applicable to such party, and take all reasonable measures necessary or appropriate to preserve intact their respective business organizations, keep available the services of their respective officers, directors, employees and consultants, maintain existing relationships with customers and suppliers and preserve their respective assets, and will not take certain specified actions without the prior written consent of the other party.

•        During the Interim Period, Zhongchai Holding shall provide periodic financial information to Greenland.

•        During the Interim Period, Greenland will keep current and file all of its public filings with the SEC in a timely manner, otherwise comply in all material respects with applicability securities law, and use its commercially reasonable efforts to maintain the listing of its securities on Nasdaq.

•        During the Interim Period, Zhongchai Holding shall not directly or indirectly solicit, assist, initiate, facilitate or encourage any third party proposal relating to the sale of all or any material part of the assets or business of Zhongchai Holding or its subsidiaries (outside of the ordinary course of business) or any transaction with regard to the shares or profits of Zhongchai Holding or its subsidiaries or affiliates.

•        During the Interim Period, Greenland shall not directly or indirectly solicit, assist, initiate, facilitate or encourage any third party proposal relating to a business combination other than the Business Combination.

•        Zhongchai Holding and the Zhongchai Equity Holder shall comply with insider trading laws with respect to Greenland securities.

•        During the Interim Period, each party shall give other parties prompt notice of the occurrence of certain material events, including but not limited to, if such party or its affiliates fail to comply with or satisfy any covenant, condition or agreement, or receive notice from any third party or government agency in connection with the transactions contemplated by the Share Exchange Agreement.

•        The parties shall use commercially reasonable efforts to obtain all necessary approvals from governmental agencies and other third parties.

•        Each party shall not issue any public statements without the consent of Greenland, Zhongchai Holding, the Purchaser Representative and the Zhongchai Equity Holder, except to the extent required by applicable law.

•        Each party shall treat confidential information of other parties in strict confidence, subject to customary exceptions.

•        Each party will provide reasonable cooperation with any litigation or legal proceedings relating to pre-Closing periods.

•        Greenland agreed to certain post-Closing document retention requirements.

•        The parties shall take all necessary actions so that the Greenland Board after the Closing will consist of five individuals, all of which shall be appointed by Zhongchai Holding prior to the Closing (at least three of whom must be independent directors, including Mr. Yanming Liu, Greenland’s chairman and chief executive officer), and the executive officers of Greenland after the Closing will be the same individuals as those of Zhongchai Holding immediately prior to the Closing.

•        Each party agreed to the use of the trust funds after the Closing.

•        Greenland and Zhongchai Holding agreed during the Interim Period to consult and adopt as of the Closing corporate and operational policies for the Company following the Closing.

Conditions to Closing of the Business Combination

The Closing is expected to take place on the second business day following the day on which the last of the conditions to the Closing have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) or such other date as may be mutually agreed to by Greenland and Zhongchai Holding. Assuming timely satisfaction of the necessary Closing conditions, Greenland and Zhongchai Holding currently expect the Closing to occur promptly after the Special Meeting is concluded.

The obligations of each party to consummate the Closing are subject to the satisfaction or waiver of customary conditions and Closing deliverables, including, but not limited to, (1) 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, (2) any required governmental and specified third party approvals having been obtained and any antitrust waiting periods expired or terminated, (3) no law or order preventing the transactions, (4) no pending third-party litigation to enjoin or otherwise restrict the consummation of the Closing, (5) appointment of five directors to the Greenland Board, (6) Greenland having net tangible assets of at least $5,000,001 upon the Closing, after giving effect to any Redemptions of our shareholders, (7) the other party’s representations and warranties being true and correct as of the date of the Share Exchange Agreement and as of the Closing, except as has not had or could reasonably be expected to have a Material Adverse Effect on the other party, (8) the other party’s compliance with its covenants under the Share Exchange Agreement in all material respects, (9) no Material Adverse Effect shall have occurred with respect to the other party (or with respect to Zhongchai Holding, its subsidiaries) since the date of the Share Exchange Agreement and (10) receipt of the Related Agreements and other ancillary documents specified in the Share Exchange Agreement signed by the other parties, including the Escrow Agreement, the Non-Competition Agreements, the Lock-up Agreements and the Registration Rights Agreement.

The obligation of Greenland to consummate the Closing is subject to satisfaction or waiver of certain additional conditions specified in the Share Exchange Agreement, including, but not limited to: (1) certain specified employees of Zhongchai Holding having entered into employment agreements in form and substance reasonably acceptable to Greenland and (2) Greenland having received a legal opinion from Zhongchai Holding’s counsel reasonably satisfactory to Greenland.

We cannot provide assurance as to when or if all of the conditions to the Business Combination will be satisfied or waived by the appropriate party. As of the date of this proxy statement, we have no reason to believe that any of these conditions will not be satisfied.

Termination

Greenland and Zhongchai Holding may terminate the Share Exchange Agreement by mutual written consent at any time before the Closing, whether before or after Greenland’s shareholders have voted in favor the Share Exchange Agreement.

In addition, a party may terminate the Share Exchange Agreement at any time before the Closing by written notice to the other party under the following circumstances:

•        by either Greenland or Zhongchai Holding if certain Closing conditions have not been satisfied or waived by December 31, 2019 (the “Outside Date”) so long as no breach of the Share Exchange Agreement by such terminating party or its affiliates (or, with respect to Zhongchai Holding, the Zhongchai Equity Holder) caused the Closing not to have occurred by such date;

•        by either Greenland or Zhongchai Holding if any governmental authority of competent jurisdiction has issued a final and non-appealable order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Share Exchange Agreement, so long as no breach of the Share Exchange Agreement by such terminating party or its affiliates (or, with respect to Zhongchai Holding, the Zhongchai Equity Holder) was a substantial cause of, or substantially resulted in, such action by such governmental authority;

•        by Zhongchai Holding for a breach of Greenland’s representations, warranties, covenants or agreements in the Share Exchange Agreement which would result in the related Closing condition not being met and such breach is incapable of cure or is not cured within the earlier of 20 days after notice of such breach or the Outside Date, so long as Zhongchai Holding or the Zhongchai Equity Holder is not then in material uncured breach;

•        by Greenland for a breach of Zhongchai Holding’s or the Zhongchai Equity Holder’s representations, warranties, covenants or agreements in the Share Exchange Agreement which would result in the related Closing condition not being met and such breach is incapable of cure or is not cured within the earlier of 20 days after notice of such breach or the Outside Date, so long as Greenland is not then in material uncured breach;

•        by Greenland if there shall have been a Material Adverse Effect on Zhongchai Holding or its subsidiaries which is uncured and continuing; or

•        by Greenland or Zhongchai Holding if the requisite shareholder vote in favor of the Share Exchange Agreement and the Business Combination is not obtained at the Special Meeting.

If the Share Exchange Agreement is terminated, all further obligations of the parties under the Share Exchange Agreement will terminate and will be of no further force and effect (except that certain obligations related to public announcements, confidentiality, expenses, termination fees, waiver against trust, and certain general provisions will continue in effect), and neither Greenland nor Zhongchai Holding will have any further liability to any other party thereto except for liability for any fraud claims or the right of Greenland to seek specific performance or other injunctive relief in lieu of terminating the Share Exchange Agreement.

If the Share Exchange Agreement is validly terminated by Greenland for Zhongchai Holding’s or the Zhongchai Equity Holder’s material breach, Zhongchai Holding shall pay to Greenland as liquidated damages a termination fee equal to $500,000, plus the transaction expenses incurred by or on behalf of Greenland or its affiliates, provided that Zhongchai Holding and the Zhongchai Equity Holder will not be relieved of liability for any fraud claims or willful breach of the Share Exchange Agreement prior to such termination.

Except as expressly provided by the Share Exchange Agreement, each party will pay its own transaction expenses.

Related Agreements

This section describes the material provisions of certain additional agreements entered into pursuant to the Share Exchange Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements. Copies of the Related Agreements have been filed with the SEC as exhibits to our current report on Form 8-K filed on July 12, 2019. Shareholders and other interested parties are urged to read such Related Agreements in their entirety.

Registration Rights Agreement

On July 12, 2019, Greenland entered into a Registration Rights Agreement with the Zhongchai Equity Holder and the Purchaser Representative (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Zhongchai Equity Holder will hold registration rights that obligate us to register for resale under the Securities Act, all or any portion of the Exchange Shares so long as such shares are not then restricted under the Lock-Up Agreement (as defined below). Zhongchai Equity Holder will be entitled to make a written demand for registration under the Securities Act of all or part of the their Exchange Shares (up to a maximum of three demands in total), so long as such shares are not then restricted under the Lock-Up Agreement. Subject to certain exceptions, if any time after the Closing, Greenland proposes to file a registration statement under the Securities Act with respect to its securities, under the Registration Rights Agreement, Greenland shall give notice to the Zhongchai Equity Holder as to the proposed filing and offer the Zhongchai Equity Holder an opportunity to register the sale of such number of Exchange Shares as requested by the Zhongchai Equity Holder in writing. In addition, subject to certain exceptions, Zhongchai Equity Holder will be entitled under the Registration Rights Agreement to request in writing that Greenland register the resale of any or all of such Exchange Shares on Form S-3 and any similar short-form registration that may be available at such time.

Under the Registration Rights Agreement, Greenland agreed to indemnify the Zhongchai Equity Holder and certain persons or entities related to the Zhongchai Equity Holder, such as their officers, directors, employees, agents and representatives, against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell Exchange Shares, unless such liability arose from their misstatement or omission, and the Zhongchai Equity Holder including registrable securities in any registration statement or prospectus agreed to indemnify Greenland and certain persons or entities related to Greenland such as its officers and directors and underwriters against all losses caused by their misstatements or omissions in those documents.

Lock-Up Agreement

On July 12, 2019, Zhongchai Equity Holder entered into a Lock-Up Agreement with Greenland and the Purchaser Representative (the “Lock-Up Agreement”), with respect to the Exchange Shares received in the Business Combination. In such Lock-Up Agreement, the Zhongchai Equity Holder has agreed that the Zhongchai Equity Holder will not, from the Closing until the first anniversary of the Closing (or if earlier, the date on which Greenland consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Greenland’s shareholders having the right to exchange either equity holdings in us for cash, securities or other property), (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to any of the Exchange Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Exchange Shares, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). The Zhongchai Equity Holder has further agreed that the Escrow Shares will continue to be subject to such transfer restrictions until they are released from the escrow account. However, the Zhongchai Equity Holder will be allowed to transfer any of the Exchange Shares (other than the Escrow Shares while they are held in the escrow account) by gift, will or intestate succession upon death of the Zhongchai Equity Holder, pursuant to a court order or settlement agreement in connection with a divorce, or to any affiliate, to any immediately family members, trusts for the benefit of the Zhongchai Equity Holder or its immediately family members, if the Zhongchai Equity Holder is a trust, to the trustor or trust beneficiary, or as a liquidating distribution to limited partners or other equity holders, provided in each such case that the transferee thereof agrees to be bound by the restrictions set forth in the Lock-Up Agreement.

Non-Competition and Non-Solicitation Agreement

On July 12, 2019, the Zhongchai Equity Holder entered into a Non-Competition and Non-Solicitation Agreement (the “Non-Competition Agreement”) in favor of Greenland, Zhongchai Holding and their respective successors, affiliates and subsidiaries (referred to as the “Covered Parties”), relating to the post-combination company’s business. Under the Non-Competition Agreement, for a period from the Closing to four years thereafter (or if later, the date on which the Zhongchai Equity Holder, its affiliates or any of their respective officers, directors or employees are no longer directors, officers, managers or employees of Zhongchai Holding or its subsidiaries (the “Termination Date”)), the Zhongchai Equity Holder and its affiliates will not, without Greenland’s prior written consent, anywhere in the PRC or any other markets in which, as of the Closing, the Covered Parties are engaged or actively contemplating to become engaged in the Business (as defined below) as of the Closing or during the restricted period, directly or indirectly engage in (or own, manage, finance or control, or become engaged or serve as an officer, director, employee, member, partner, agent, consultant, advisor or representative of, an entity that engages in) the business of (i) manufacturing and selling transmission products in China or (ii) selling autonomous transmission products in China (collectively, the “Business”). However, the Zhongchai Equity Holder and its affiliates will be permitted under the Non-Competition Agreements to own passive portfolio company investments in a competitor, so long as the Zhongchai Equity Holder and its affiliates and their respective shareholders, directors, officer, managers and employees who were involved with the business of Zhongchai Holding are not involved in the management or control of such competitor. Under the Non-Competition Agreements, during such restricted period, the Zhongchai Equity Holder and its affiliates will not, without Greenland’s prior written consent, (i) solicit or hire the Covered Parties’ employees, consultants or independent contractors as of such time (or, if earlier, the Termination Date) or during the one year period prior thereto or otherwise interfere with the Covered Parties’ relationships with such persons, (ii) solicit or divert the Covered Parties’ customers as of such time (or, if earlier, the Termination Date) or during the one year period prior thereto relating to the Business or otherwise interfere with the Covered Parties’ contractual relationships with such persons, or (iii) interfere with or disrupt any Covered Parties’ vendors, suppliers, distributors, agents or other service providers for

a purpose competitive with a Covered Party as it relates to the Business. The Zhongchai Equity Holder and its affiliates also agreed not to disparage the Covered Parties during the restricted period and to keep confidential and not use the confidential information of the Covered Parties.

Interests of Greenland’s Directors and Officers and Others in the Business Combination

When you consider the recommendation of the Greenland Board in favor of approval of the Business Combination Proposal, you should keep in mind that an argument could be made that Greenland’s directors and officers, have interests in such Proposal that are different from, or in addition to, those of Greenland shareholders, Right holders and Warrant holders generally. These interests include, among other things, the interests listed below:

•        If Greenland does not complete a business combination transaction by October 25, 2019 (or April 27, 2020, if we extend the period of time to consummate a business combination) (unless Greenland submits and its shareholders approve an additional extension of such date), Greenland will cease all operations except for the purpose of winding up, redeeming all of the outstanding Public Shares for cash and, subject to the approval of the Greenland Board and Greenland’s remaining shareholders, dissolving and liquidating, subject in each case to its obligations under the Companies Act to provide for claims of creditors and the requirements of other applicable law. In such event, the 1,100,000 Founder Shares owned by the Sponsor would be worthless because, following the Redemption of the Public Shares, Greenland would likely have few, if any, net assets and because the Sponsor and Greenland’s directors and officers have agreed, in the Insider Letter Agreement, to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if Greenland fails to complete a Business Combination within the required period. The Sponsor purchased the Founder Shares prior to Greenland’s IPO for an aggregate purchase price of $25,000, or approximately $0.02 per share. Such Founder Shares had an aggregate market value of $11,176,000 based upon the closing price of $10.16 per share on Nasdaq on July 2, 2019, the most recent closing price.

•        In addition, simultaneously with the closing of its IPO and underwriters’ partial exercise of their over-allotment option, Greenland completed the sale of 282,000 Private Placement Units at a price of $10.00 per Unit in a private placement to the Sponsor and Chardan. The Private Placement Units consist of one Greenland Share, one Private Placement Right to receive one-tenth (1/10) of one Greenland Share upon the consummation of our initial business combination and one Private Placement Warrant. Each Private Placement Warrant is exercisable for one-half of one Greenland Share at $11.50 per whole share. If Greenland does not complete a Business Combination transaction by October 25, 2019 (or April 27, 2020 if we extend the period of time to consummate a business combination) (unless Greenland submits and its shareholders approve an additional extension of such date), then the aggregate proceeds of $2,820,000 from the sale of the Private Placement Units will be part of the liquidating distribution to the Public Shareholders and the Private Placement Units held by the Sponsor and Chardan will be worthless. The Private Placement Units held by the Sponsor and Chardan had an aggregate market value of $3,020,220 based upon the closing price of $10.71 per Unit on Nasdaq on July 2, 2019, the most recent closing price.

•        Yanming Liu will be a director of the Company after the completion of the Business Combination. As such, in the future he may receive any cash fees, share options, share awards or other remuneration that the Greenland Board determines to pay to each such director.

•        In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to Greenland if and to the extent any claims by a vendor for services rendered or products sold to Greenland, or a prospective target business with which Greenland has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account below (i) $10.00 per Public Share (or such higher amount then held in trust) or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Greenland’s indemnity of the underwriters of Greenland’s IPO against certain liabilities, including liabilities under the Securities Act.

•        Following completion of the Business Combination, the Sponsor, Greenland’s officers and directors and their respective affiliates would be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and completing an initial Business Combination, and repayment of any other loans, if any, and on such terms as to be determined by Greenland from time to time, made by the

Sponsor or certain of Greenland’s officers and directors to finance transaction costs in connection with an intended initial business combination. If Greenland fails to complete a Business Combination within the required period, the Sponsor and Greenland’s officers and directors and their respective affiliates will not have any claim against the Trust Account for reimbursement.

Exchange Listing

The Units (each consisting of one Greenland Share, one Right and one Warrant), Greenland Shares, Rights (each to receive one-tenth (1/10) of one Greenland Share upon the consummation of our initial business combination) and Warrants (each Warrant exercisable to purchase one-half of one Greenland Share) are currently traded on Nasdaq under the symbols “GLACU”,” “GLAC”, “GLACR” and “GLACW”, respectively. At the Closing, the Units will separate into their component securities so that the Units will no longer trade separately under “GLACU.” In addition, the Rights will automatically convert into Greenland Shares so that the Rights will no longer trade separately under “GLACR”. Greenland has applied for the continued listing of the Greenland Shares and Warrants on Nasdaq under the ticker symbols “GTEC” and “GTECW,” respectively.

Background of the Business Combination

Greenland is a blank check company incorporated on December 28, 2017, as a British Virgin Islands business company with limited liability 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.

Prior to the consummation of the IPO, neither Greenland, nor anyone on its behalf, had contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with Greenland.

After the IPO, Greenland’s officers and directors commenced an active search for prospective businesses and assets to acquire. During this search process, Greenland did not hire an investment bank. During this search process, Greenland reviewed and entered into preliminary discussions with respect to a number of acquisition targets other than Zhongchai Holding. The following is not intended to be a complete list of all opportunities initially evaluated or explored or discussions held by Greenland, but sets forth the significant discussions and steps that Greenland took in reaching a definitive agreement with Zhongchai Holding.

Since the date of the consummation of the IPO, we considered a number of potential target companies with the objective of consummating an acquisition. Our representatives contacted, and were contacted by, a number of individuals and entities who offered to present ideas for acquisition opportunities, including financial advisors and companies that have their primary operations in Asia (particularly China). We compiled a list of high priority potential targets and updated and supplemented such list from time to time. During that period, we and our representatives:

•        identified and evaluated approximately 50 potential acquisition target companies;

•        participated in in-person or telephonic discussions with representatives of approximately 35 potential acquisition targets;

•        executed non-disclosure agreements with approximately ten potential acquisition targets;

•        executed letters of intent with four potential acquisition targets; and

•        conducted confirmatory due diligence with respect to four potential acquisition targets.

We reviewed the potential acquisitions based on the same criteria discussed below and used in evaluating the proposed Business Combination, which included established middle-market businesses with proven track records, experienced management teams and strong competitive positions with, or with the potential for, revenue and earnings growth and strong free cash flow generation. We focused on companies exhibiting ongoing growth or the potential for a near-term cyclical uptick, and within those sectors, companies that would benefit from being a publicly traded company.

On July 30, 2018, Greenland’s senior management, consisting of Yanming Liu, our Chairman and Chief Executive Officer, Jerry Zheng, our Chief Operating Officer, and River Chi, our Chief Financial Officer, started to look for target companies. In September 2018, we retained Mr. Wu Zhuo of DeHeng Law Offices, a leading global law firm with offices in China (“DeHeng”), as our Chinese counsel to assist us and conduct legal due diligence on potential target

companies. In October 2018, we hired several consultants in China with strong professional backgrounds to support our management team, including Lou Zhong, who has both audit and investment banking background, and Julie Long, who has an audit background.

The team, consisting of our senior management, Messrs. Zhong and Long and other consultants, identified various preliminary target selection criteria, including but not limited to financial thresholds such as net income and revenues, length of operating history, business practice licensing requirements, and management’s knowledge of global capital markets. Based on the extensive business connections and industrial insights from the professional team, we established a referral system, whereby potential acquisition targets that met the team’s preliminary target selection criteria would be submitted to the Greenland Board. Our team reviewed the initial candidate referrals on the basis of each candidate’s financial performance, business industry and management description. Following such initial review, the team selected preliminary qualified candidates and proceeded to the second stage of review by conducting business conference calls and/or personal visits and meetings with the management of such preliminary qualified candidates to discuss candidates’ business operation performance and financial performance, and collecting further business information of candidates.

Greenland’s senior management assisted the team with the preliminary selection of potential targets. Several senior management officers from Greenland regularly attended meetings with the team to assist in scrutinizing acquisition targets from various perspectives, such as prospects for industry and company growth, based on their experience and knowledge in related businesses. From August 2018 through May 2019, members of Greenland’s management team held 45 meetings, including in-person meetings and conference calls (the “Selection Meetings”) to discuss preliminary target candidates. At each Selection Meeting, we reviewed and discussed the qualifications of those preliminary target candidates and ranked each company with respect to our level of interest in a possible business combination. After reviewing approximately 50 potential targets, and holding discussions with the management or representatives of approximately 35 of such companies, we decided to focus on five potential companies. After completing its analysis, Greenland’s management team identified Zhongchai Holding as the preferred acquisition target.

Description of negotiation process with candidates other than Zhongchai Holding

In September 2018, Company A, which is not affiliated with Greenland or to any affiliated business entities of Greenland, was referred to the team through an investment bank in China. Company A is an internet medical registration platform company in Fujian, China. On September 1, 2018, after reviewing basic information of Company A and discussing with management of Company A, the team established Company A as a business combination candidate and submitted its information at the Selection Meeting with Greenland’s senior management on September 18, 2018 based upon a preliminary due diligence review. Greenland conducted additional due diligence on Company A from mid-September to October 2018, and reviewed Company A’s third quarter of 2018 financial information as it became available. Following Greenland’s review of Company A’s financial performance data for the third quarter of 2018, Greenland removed Company A from the priority list of business combination target candidates on October 20, 2018 at a meeting of the Selection Meeting because of Company A’s disappointing results for the quarter.

In October 2018, Company B, which is not affiliated with Greenland or any affiliated business entities, was referred to the team through a financial advisor of Company B. Company B is a pharmaceutical manufacturer based in Hainan, China. On October 18, 2018, after reviewing basic information of Company B and holding discussions with its management, the team established Company B as a potential business combination candidate and submitted Company B’s information at a Selection Meeting on October 24, 2018. From October 2018 through November 2018, Greenland reviewed and evaluated Company B’s financial information, management structure and business model. In November 2018, Greenland was notified by Company B’s advisor that Company B could be materially harmed by new governmental policies for pharmaceutical companies in China. As a result, Greenland determined to end discussions with Company B and removed Company B from Greenland’s list of target candidates.

In October 2018, Company C, which is not affiliated with Greenland or any affiliated business entities, was referred to Greenland’s team through a financial advisory firm based in Shanghai, China. Company C is a mobile advertisement service provider for branding and game promotion based in Shanghai, China. On October 28, 2018, after reviewing basic information of Company C and meeting with its management, the team established Company C as a candidate and submitted Company C’s information at the Selection Meeting on October 29, 2018. Greenland continued due diligence and discussions with Company C until November 10, 2018, when Greenland was informed that Company C’s funding needs and acquisition timeline was not compatible with Greenland’s timeline to complete a business combination.

In November 2018, Company D, which is not affiliated with Greenland or any of its affiliated business entities, was referred to Greenland’s team through a financial advisory firm based in the United States. Company D is an education service group in California. On November 5, 2018, after reviewing basic information of Company D, the team established Company D as a candidate and submitted Company D’s information to the Selection Meeting on November 9, 2018 and signed a letter of intent with Company D on that day. From November 2018 through January 2018, Greenland conducted due diligence and reviewed the financial needs of Company D. At a January 28, 2019 Selection Meeting, Greenland discussed that Company D’s potential needs and acquisition timeline was not compatible with Greenland’s timeline to complete a business combination and terminated the letter of intent on that day.

Description of negotiation process with Zhongchai Holding

On November 3, 2018, Greenland was contacted by Hanyi Zhou, a financial advisor based in Hangzhou, Zhejiang, China that was engaged by Greenland to introduce Greenland to potential target companies. Mr. Zhou introduced Peter Zuguang Wang, sole director of Zhongchai Holding and chairman of Zhejiang Zhongchai, to Mr. Liu to discuss a potential business combination between Greenland and Zhongchai Holding.

On November 9, 2018, Zhongchai Holding and Greenland executed a non-disclosure agreement. On November 11, 2018, David Ming He, then Chief Financial Officer of Zhongchai Holding, sent Zhongchai Holding’s business presentation, financial statements and a financial forecast to Mr. Zheng. Subsequently, on November 12, 2018, Greenland and Zhongchai Holding held a conference call to discuss the potential business combination opportunity. During the call, Zhongchai Holding made a presentation and advised Greenland that Zhongchai Holding was considering an initial public offering, and Zhongchai Holding believed that a transaction with Greenland could be a suitable alternative, considering the certainty and time efficiency.

On November 18, 2018, Greenland and Zhongchai Holding conducted a meeting in Hangzhou, Zhejiang, China. Mr. He and Mr. Zheng had a discussion about Zhongchai Holding’s current and forecasted financial results, as presented elsewhere in this proxy statement under the heading “— Certain Historical and Prospective Financial Information Provided to the Greenland Board.” Mr. He disclosed to Greenland that Zhongchai Holding’s transmission systems had achieved steady growth in China and that Zhongchai Holding was creating a new robotic model that management expected to start manufacturing and selling in the near future. In addition, Zhongchai Holding demonstrated current and future business opportunities with various customers including two large customers. Greenland confirmed its interest in exploring a potential business combination with Zhongchai Holding pending a review of Zhongchai Holding’s 2018 financial statements when they became available.

On December 11, 2018, Mr. He contacted Greenland to discuss the potential business combination. Mr. He advised Greenland that Zhongchai Holding expected to demonstrate attractive growth rates in its 2018 financial statements.

On January 4, 2019, Mr. Wang and Mr. Liu met in Hangzhou, Zhejiang, China. At the meeting, Mr. Wang reported that Zhongchai Holding’s 2018 net income was approximately $7,000,000 and that Zhongchai Holding had already secured several large contracts for 2019 in Chinese markets. Mr. Liu suggested that Greenland send a team to conduct due diligence on Zhongchai Holding.

On January 7, 2019, Messrs. Liu and Zhong and other members of the Greenland team visited Zhongchai Holding’s office in Hangzhou, Zhejiang, China and met with Messrs. Wang and He. At the meeting, Greenland decided to send a group of professional team members to Zhongchai Holding for an onsite due diligence study, including representatives of Greenland’s PRC counsel, DeHeng.

On the same day, January 7, 2019, Mr. Wang and Mr. Liu orally agreed to proceed with negotiations of a potential business combination. Zhongchai Holding then retained BDO China Shu Lun Pan Certified Public Accountants LLP (“BDO”) as its auditor to conduct Zhongchai Holding’s audit and issue the audit report and retained T&C Law Firm (“T&C”) as its PRC legal counsel.

On January 9, 2019, Messrs. Liu and Zhong met Mr. Wang and Mr. Mengxing He, director and general manager of Zhejiang Zhongchai and legal representative, executive director and general manager of Shengte, at Zhongchai Holding’s factory at Shaoxing, Zhejiang, China. They toured the factory, checked the production line and then discussed due diligence matters.

On January 15, 2019, Messrs. Zhong and Wu met Mr. He at his office in Shaoxing, Zhejiang, China, and collected detailed information regarding Zhongchai Holding including current business operations, technologies, markets trends and its shareholders.

On January 16, 2019, Messrs. Zhong and Wu met Mr. Zengwei Xiong, a Senior Vice President of Zhongchai Holding, at Zhongchai Holding’s meeting room in Shaoxing, Zhejiang, China, and collected detailed information regarding the transmission systems and gearboxes business operation and its current sales strategy, development, market share and competitive positioning.

On the same day, January 16, 2019, Messrs. Zhong and Wu met Mr. Yifeng Liang, Vice Chief Engineer of Zhongchai Holding at his office in Shaoxing, Zhejiang, China, and collected detailed information regarding Zhongchai Holding’s various business production lines, general business operations, business developments and future business plans.

On January 17, 2019, Messrs. Zhong and Wu met Mr. He in Shaoxing, Zhejiang, China, and collected detailed information regarding Zhongchai Holding’s accounting and finances and the potential uses of the business combination proceeds.

On the same day, January 17, 2019, Messrs. Zhong and Wu met Ms. Minlian Wu, the financial manager-in-charge of Zhongchai Holding, at Zhongchai Holding’s meeting room in Shaoxing, Zhejiang, China. Ms. Wu discussed detailed information regarding Zhongchai Holding’s accounting, including Zhongchai Holding’s financial statements.

From January 18 to January 20, 2019, Messrs. Zhong and Wu reviewed the information and documentation collected from their onsite visits at Zhongchai Holding and drafted a business due diligence report, which was submitted to Greenland’s management on January 21, 2019.

On January 25, 2019, representatives of Greenland, including Mr. Liu, Mr. Zheng, Mr. Zhong, and representatives of Zhongchai Holding, including Mr. Wang and Mr. He, conducted a series of meetings in Shanghai, China. At the meetings, the two companies discussed BDO’s audit work progress and T&C’s legal due diligence investigation. A conference call was held for Zhongchai Holding to address certain questions which emerged from Greenland’s legal and financial due diligence investigation. Greenland decided to wait for a draft of Zhongchai Holding’s income statement for the year ended December 31, 2018 to determine the appropriate next due diligence steps.

On January 26, 2019, BDO and T&C started the field work at Zhongchai Holding’s office at Shaoxing, Zhejiang, China and reviewed a draft of Zhongchai Holding’s income statement for the year ended December 31, 2018.

On the same day, January 26, 2019, Greenland called a meeting of the Greenland Board. Following the meeting, all attendees unanimously advocated in favor of Zhongchai Holding as a priority candidate for a potential business combination.

On January 28, 2019, Zhongchai Holding’s management team, including Peter Zuguang Wang and David Ming He, visited Greenland’s office in Shanghai, China and met with Mr. Liu and other senior members of Greenland. At the meeting the parties discussed Zhongchai Holding’s valuation and agreed to calculate the valuation of Zhongchai Holding using Zhongchai Holding’s audited net income for 2018 and a valuation multiple for businesses in the same industry sector and with similar financial and operational attributes.

On February 12, 2019, Greenland held a conference call with Zhongchai Holding’s management team, BDO, T&C and DeHeng to discuss the process of the audit and legal due diligence work as well as the business structure of Zhongchai Holding.

On February 25, 2019, Messrs. Liu and Zheng met with Messrs. Wang and He from Zhongchai Holding in Hangzhou, Zhejiang, China. The parties confirmed their interest and intent to complete the potential business combination. At the meeting, Zhongchai Holding’s management team provided an update on the working process of the audit and legal due diligence.

On the same day, February 25, 2019, a conference call was held among Greenland, Zhongchai Holding, BDO and T&C to discuss the potential business combination timeline and outstanding issues relating to the audit and legal due diligence.

On February 27, 2019, a conference call was held among representatives of Greenland, Zhongchai Holding, Ellenoff Grossman & Schole LLP (“EGS”), Greenland’s U.S. legal counsel, BDO, Zhongchai Holding’s independent auditing firm, and Marcum, Greenland’s independent auditing firm. On the phone, the parties discussed the proposed timeline for the potential business combination and the responsibilities for each party.

Between February 28, 2019 and March 18, 2019, the parties and their representatives discussed the structure of the potential business combination and certain terms of the potential business combination, potential investments in Zhongchai Holding by investors in China, and the proposed timeline requirement for completion of the potential business combination.

On March 25, 2019, EGS sent an initial draft of the Share Exchange Agreement to Greenland, and following Greenland’s review, to Zhongchai Holding and to T&C for their review.

On March 31, 2019, a conference call was held between EGS and Marcum to discuss status, timing and process-related issues surrounding the potential business combination.

On April 2, 2019, a conference call was held between Messrs. Liu and Zheng from Greenland and Messrs. Wang and He from Zhongchai Holding to discuss and negotiate certain material terms of the Share Exchange Agreement as well as the completion of the audited financial statements.

On April 15, 2019, a conference call was held among representatives from Greenland, officers from Zhongchai Holding, EGS and T&C to discuss and negotiate certain outstanding provisions of the Share Exchange Agreement, including the termination fee, Zhongchai Holding shareholder vote requirements and indemnification obligations.

Between April 18, 2019 and July 12, 2019, EGS and Greenland held multiple calls to discuss status, terms and Closing documents for the potential business combination and circulated multiple drafts of the Share Exchange Agreement and multiple drafts of the proxy statement and related documents for further review and revision. EGS continued its legal due diligence process throughout the process.

On April 21, 2019, a conference call was held between Messrs. Liu and Zheng from Greenland and Messrs. Wang and He from Zhongchai Holding to discuss a timeline and milestone events for the potential business combination.

On April 30, 2019, a conference call was held among Messrs. Liu and Zheng from Greenland, Mr. John Klenner of Marcum, Ms. Yi Liu of BDO, and David Ming He from Zhongchai Holding to discuss certain questions relating to Zhongchai Holding’s financial statements.

On May 1, 2019, a conference call was held between EGS, Greenland and Zhongchai Holding to discuss mechanics and processes relating to the potential business combination.

On May 7, 2019, Greenland held a conference call with BDO to discuss Zhongchai Holding’s financial statements.

On May 7, 2019, a conference call was held among officers from Greenland, Zhongchai Holding, BDO, and T&C to discuss and negotiate certain material terms of the potential business combination and remaining open items, including but not limited to, the timing of the delivery of audited financial statements, the preparation of final disclosure schedules and the post-Closing board structure.

On July 8, 2019, the Greenland Board met telephonically to approve the Business Combination, including the approval of the Share Exchange Agreement and all of the transactions contemplated by it, subject to completion of definitive documents. Also in attendance was a representative of EGS. The representative of EGS summarized and explained the terms of the Share Exchange Agreement and the Related Agreements. After considering the proposed terms of the Share Exchange Agreement and the Related Agreements and asking questions to Greenland’s management and EGS, and taking into account the other factors described below under the caption “— Greenland Board’s Reasons for the Approval of the Business Combination,” the Greenland Board unanimously approved the Share Exchange Agreement and Related Agreements and determined that each of the Share Exchange Agreement and the Related Agreements (and the transactions contemplated by such agreements) was advisable and in the best interests of Greenland and its shareholders. The Greenland Board further determined that it was advisable and in the best interests of Greenland and its shareholders to consummate the Business Combination and other transactions contemplated by the Share Exchange Agreement and Related Agreements, and the Greenland Board directed that the Share Exchange Agreement and the other Proposals described in this proxy statement be submitted to Greenland’s shareholders for approval and adoption, and recommended that Greenland’s shareholders approve and adopt the Share Exchange Agreement and such other Proposals.

On July 12, 2019, the Share Exchange Agreement was executed by the parties.

On July 12, 2019, Greenland issued a press release and filed a Current Report on Form 8-K with the SEC announcing the execution of the Share Exchange Agreement.

The parties have continued and expect to continue regular discussions regarding the execution and timing of the Business Combination and to take actions and exercise their respective rights under the Share Exchange Agreement to facilitate the completion of the Business Combination.

Greenland Board’s Reasons for the Approval of the Business Combination

Before reaching its decision, the Greenland Board reviewed the results of Greenland management’s due diligence investigation, and the due diligence investigations of Greenland’s third party legal advisors. The Greenland Board also received and reviewed presentations from, and discussed with, Greenland’s third party legal advisors the transaction structure, material terms of the Business Combination and various aspects of the due diligence.

The diligence conducted by Greenland’s management and presentations received included:

•        Research on comparable companies and transactions;

•        A review of the transaction structure presented by Greenland’s management and EGS;

•        A presentation by Mr. Liu regarding Zhongchai Holding’s strategic direction and recent initiatives;

•        Financial, tax, and accounting diligence review;

•        Legal diligence review conducted by DeHeng and EGS;

•        Site visits by Greenland’s management to Zhongchai Holding’s main offices;

•        General industry research and analysis conducted by the management of Greenland;

•        A financial, operational and documentation review by management of requested materials provided by Zhongchai Holding; and

•        Extensive meetings and calls with Zhongchai Holding’s management and Zhongchai Holding’s representatives regarding Zhongchai Holding’s operations, financial condition, strategy and prospects.

The Greenland Board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the Greenland Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual directors may have given different weight to different factors. This explanation of Greenland’s reasons for the Business Combination and all other information presented in this section is forward-looking. Therefore, you should read this explanation in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

In the prospectus for the IPO, Greenland identified the following general criteria and guidelines that Greenland believed would be important in evaluating prospective target businesses:

•        Middle-Market Growth Business.    We will primarily seek to acquire one or more growth businesses with a total enterprise value of between $150,000,000 and $250,000,000. We believe that there are a substantial number of potential target businesses within this valuation range that can benefit from new capital for scalable operations to yield significant revenue and earnings growth. We currently do not intend to acquire either a start-up company (a company that has not yet established commercial operations) or a company with negative cash flow.

•        Companies in Business Segments that are Strategically Significant to China.    In addition to the TES sector, we will seek to acquire those businesses that are currently strategically significant in China. Such sectors include: Internet and high technology, clean energy, health care, consumer and retail, energy and resources, food processing, manufacturing and education.

•        Business with Revenue and Earnings Growth Potential.    We will seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage.

•        Companies with Potential for Strong Free Cash Flow Generation.    We will seek to acquire one or more businesses that have the potential to generate strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value.

•        Benefit from Being a Public Company.    We intend to only acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company.

In considering the Business Combination, the Greenland Board concluded that Zhongchai Holding substantially met the above criteria. In particular, the Greenland Board considered the following positive factors:

•        Leading Middle-Market Business at an Attractive Valuation.    The Greenland Board took note of the fact that Zhongchai Holding is a leading developer and manufacturer of transmission products for material handling machineries in China and had substantial revenue with a track record of strong organic growth. The Greenland Board also noted that Zhongchai Holding’s valuation was attractive relative to other prospective target companies.

•        Business Where Greenland Can Add Value.    The Greenland Board believed that Greenland’s management will be able to provide Zhongchai Holding with a comprehensive network of resources to support its human capital, performance improvement, strategic growth and capital markets initiatives. Greenland’s management has an established track record of executing acquisition and consolidation focused strategies. Zhongchai Holding management team has indicated its intent to continue to selectively acquire new businesses to supplement its organic growth, and Greenland believed that Zhongchai Holding, under new public ownership, will be able to access more efficient capital to provide currency for its consolidation strategy to further increase revenues and shareholder value.

•        Strong Management Team.    The Greenland Board considered the expertise and strength of the Zhongchai Holding management team, including Peter Zuguang Wang, who have many years of experience in the transportation industry.

•        Attractive Financial Profile.    Based on its review of Zhongchai Holding’s business, financial condition, results of operations, including Zhongchai Holding’s strong margins, the Greenland Board believed that Zhongchai Holding had an attractive financial profile with strong free cash generation and highly recurring revenue.

•        Growth Opportunities.    The Greenland Board believed that Zhongchai Holding is well-positioned for future growth, particularly with respect to the robotic product that Zhongchai Holding is developing and expects to begin manufacturing and selling in the near future.

•        Financial Terms of the Share Exchange Agreement.    The Greenland Board took note of the post-Closing ownership structure whereby the existing owner of Zhongchai Holding agreed to: (i) accept all of their financial consideration for the Business Combination in equity; and (ii) a minimum twelve-month lock-up period with respect to the equity consideration received from the Business Combination.

•        Other Terms and Conditions of the Share Exchange Agreement.    The Greenland Board took note of the willingness and agreement of Mr. Peter Zuguang Wang, sole director of Zhongchai Holding, Mr. Yanming Liu, one of the existing board members of Greenland, as well as three director nominees, namely Min Zhang, Everett Xiaolin Wang and Hong Liang Lu, to serve as members of the Greenland Board post-Closing. The Greenland Board also took note of the entire senior management team of Zhongchai Holding agreeing to

enter into long-term employment agreements with Zhongchai Holding at Closing. The Greenland Board also took into consideration the willingness and agreement of certain of the above referenced board members and senior management to enter into non-compete agreements with the Company.

•        Pro Forma Ownership.    The Greenland Board took note of the fact that following 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, the Zhongchai Equity Holder is expected to own approximately 54.3% of the outstanding Greenland Shares and the current holders of Greenland Shares are expected to own approximately 45.3% of the outstanding Greenland Shares (approximately 35.1% held by the Public Shareholders and approximately 10.2% held by the Sponsor).

In making its recommendation, the Greenland Board also considered, among other things, the following potential deterrents to the Business Combination:

•        the risk that some of the current Public Shareholders would exercise their Redemption Rights, thereby depleting the amount of cash available in the Trust Account;

•        the risk that the announcement of the Business Combination and potential diversion of Zhongchai Holding’s management and employee attention may adversely affect Zhongchai Holding’s operations;

•        the risk that certain key employees of Zhongchai Holding might not choose to remain with the Company post-Closing;

•        the risk that the Greenland Board may not have properly valued Zhongchai Holding’s business;

•        the risks associated with the transportation industry, including the risk factors set forth under the heading “Risk Factors — Risks Related to Zhongchai Holding’s Business” in this proxy statement;

•        the risk associated with macroeconomic uncertainty and the effects it could have on Zhongchai Holding’s revenues;

•        the risk of competition in the industry, including the potential for new entrants;

•        the risk that the Business Combination might not be consummated in a timely manner or that the Closing might not occur despite the companies’ efforts, including by reason of a failure to obtain the approval of Greenland’s shareholders;

•        the risk of failure to satisfy the conditions to Closing (to the extent not waived by the parties);

•        the inability to maintain the listing of the Company’s securities on The Nasdaq Capital Market following the Business Combination;

•        the significant fees and expenses associated with completing the Business Combination and the substantial time and effort of management required to complete the Business Combination;

•        the potential conflicts of interest of the Sponsor and Greenland’s officers and directors in the Business Combination; and

•        the other risks described in the “Risk Factors” section of this proxy statement.

The Greenland Board concluded that these risks could be managed or mitigated by the Company or were unlikely to have a material impact on the Business Combination or the Company, and that, overall, the potentially negative factors or risks associated with the Business Combination were outweighed by the potential benefits of the Business Combination to Greenland and its shareholders. The Greenland Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons. The foregoing discussion of the material factors considered by the Greenland Board is not intended to be exhaustive, but does set forth the principal factors considered by the Greenland Board.

WE URGE HOLDERS OF GREENLAND SHARES CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

U.S. Federal Income Tax Considerations to U.S. Holders

This section is addressed to Redeeming U.S. Holders (as defined below) of Greenland Shares that elect to have their Greenland Shares redeemed for cash. For purposes of this discussion, a “Redeeming U.S. Holder” is a beneficial owner that so redeems its Greenland Shares and is a U.S. Holder. A “U.S. Holder” is:

•        a citizen or resident of the United States;

•        a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof;

•        an estate whose income is subject to U.S. federal income taxation regardless of its source; or

•        any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person.

Tax Treatment of the Redemption — In General

The discussion under this heading is subject in its entirety to the discussion below under the heading “— Passive Foreign Investment Company Rules.” A Redeeming U.S. Holder will generally recognize capital gain or loss equal to the difference between the amount realized on the Redemption and such shareholder’s adjusted basis in the Greenland Shares exchanged therefor if the Redeeming U.S. Holder’s ownership of shares in Greenland is completely terminated or if the Redemption meets certain other tests described below. Special constructive ownership rules apply in determining whether a Redeeming U.S. Holder’s ownership of shares in Greenland is treated as completely terminated (and in general, such Redeeming U.S. Holder may not be considered to have completely terminated its interest if it continues to hold Greenland’s Warrants or Rights). If gain or loss treatment applies, such gain or loss will be long-term capital gain or loss if the holding period of such shares is more than one year at the time of the exchange. It is possible that because of the Redemption Rights associated with Greenland Shares, the holding period of such shares may not be considered to begin until the date of such Redemption (and thus it is possible that long-term capital gain or loss treatment may not apply to Greenland Shares redeemed in the Redemption). Shareholders who hold different blocks of Greenland Shares (generally, Greenland Shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

Cash received upon Redemption that does not completely terminate the Redeeming U.S. Holder’s interest will still give rise to capital gain or loss, if the Redemption is either (i) “substantially disproportionate” or (ii) “not essentially equivalent to a dividend.” In determining whether the Redemption is substantially disproportionate or not essentially equivalent to a dividend with respect to a Redeeming U.S. Holder, that Redeeming U.S. Holder is deemed to own not just shares actually owned but also shares underlying rights to acquire Greenland Shares (including for these purposes Greenland’s Warrants and Rights) and, in some cases, shares owned by certain family members, certain estates and trusts of which the Redeeming U.S. Holder is a beneficiary, and certain affiliated entities.

Generally, the Redemption will be “substantially disproportionate” with respect to the Redeeming U.S. Holder if (i) the Redeeming U.S. Holder’s percentage ownership of the outstanding voting shares (including all classes which carry voting rights) of Greenland is reduced immediately after the Redemption to less than 80% of the Redeeming U.S. Holder’s percentage interest in such shares immediately before the Redemption; (ii) the Redeeming U.S. Holder’s percentage ownership of the outstanding Greenland Shares (both voting and nonvoting) immediately after the Redemption is reduced to less than 80% of such percentage ownership immediately before the Redemption; and (iii) the Redeeming U.S. Holder owns, immediately after the Redemption, less than 50% of the total combined voting power of all classes of shares of Greenland entitled to vote. Whether the Redemption will be considered “not essentially equivalent to a dividend” with respect to a Redeeming U.S. Holder will depend upon the particular circumstances of that U.S. holder. At a minimum, however, the Redemption must result in a meaningful reduction in the Redeeming U.S. Holder’s actual or constructive percentage ownership of Greenland. The IRS has ruled that any reduction in a shareholder’s proportionate interest is a “meaningful reduction” if the shareholder’s relative interest in the corporation is minimal and the shareholder does not have meaningful control over the corporation.

If none of the Redemption tests described above give rise to capital gain or loss, the consideration paid to the Redeeming U.S. Holder will be treated as dividend income for U.S. federal income tax purposes to the extent of Greenland’s current or accumulated earnings and profits (as determined under U.S. tax principles). However, for the purposes of the dividends-received deduction and of “qualified dividend” treatment, due to the Redemption Right, a Redeeming U.S. Holder may be unable to include the time period prior to the Redemption in the shareholder’s holding period. Any distribution in excess of Greenland’s earnings and profits will reduce the Redeeming U.S. Holder’s basis in the Greenland Shares (but not below zero), and any remaining excess will be treated as gain realized on the sale or other disposition of the Greenland Shares.

As these rules are complex, U.S. holders of Greenland Shares considering exercising their Redemption Rights should consult their own tax advisors as to whether the Redemption will be treated as a sale or as a distribution under the Code.

Passive Foreign Investment Company Rules

A foreign (i.e., non-U.S.) corporation will be a PFIC for U.S. tax purposes if at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own directly or indirectly at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, determined in the case of a publicly traded corporation based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own directly or indirectly at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. Under IRS guidance, cash is generally considered to be a passive asset.

Because Greenland is a blank check company, with no current active business, it believes that it has met the PFIC asset or income test beginning with its initial taxable year ended November 30, 2018. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income (in Greenland’s case, its taxable year ended November 30, 2018), if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year (in Greenland’s case, each of its taxable year ending November 30, 2019 and its taxable year ending November 30, 2020); and (3) the corporation is not, in fact, a PFIC for either of those years. A determination as to whether Greenland would satisfy the start-up exception will not be made until after its current taxable year, and there can be no assurance that Greenland will qualify for such exception. Greenland will continue to be treated as a PFIC until it no longer satisfies the PFIC tests (although, as stated below, in general the PFIC rules would continue to apply to any U.S. holder who held Greenland’s securities at any time it was considered a PFIC).

If Greenland is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a Redeeming U.S. Holder of Greenland Shares, Rights or Warrants and, in the case of its Greenland Shares, the Redeeming U.S. Holder did not make either a timely QEF election for Greenland’s first taxable year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) Greenland Shares or a timely “mark to market” election, in each case as described below, such holder generally will be subject to special rules with respect to:

•        any gain recognized by the Redeeming U.S. Holder on the sale or other disposition of its Greenland Shares, Rights or Warrant (which would include the Redemption, if such Redemption is treated as a sale under the rules discussed under the heading “— Tax Treatment of the Redemption — In General,” above); and

•        any “excess distribution” made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming U.S. Holder during a taxable year of the Redeeming U.S. Holder that are greater than 125% of the average annual distributions received by such Redeeming U.S. Holder in respect of the Greenland Shares during the three preceding taxable years of such Redeeming U.S. Holder or, if shorter, such Redeeming U.S. Holder’s holding period for the Greenland Shares), which may include the Redemption to the extent such Redemption is treated as a distribution under the rules discussed under the heading “— Tax Treatment of the Redemption — In General,” above.

Under these special rules, any gain recognized or any “excess distribution” received by the Redeeming U.S. Holder generally will be treated as follows:

•        the Redeeming U.S. Holder’s gain or excess distribution will be allocated ratably over the Redeeming U.S. Holder’s holding period for the Greenland Shares, Rights or Warrants;

•        the amount allocated to the Redeeming U.S. Holder’s taxable year in which the Redeeming U.S. Holder recognized the gain or received the excess distribution, or to the period in the Redeeming U.S. Holder’s holding period before the first day of Greenland’s first taxable year in which it is a PFIC, will be taxed as ordinary income;

•        the amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the Redeeming U.S. Holder; and

•        the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the Redeeming U.S. Holder.

In general, if Greenland is determined to be a PFIC, a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect to Greenland Shares (but not its Warrants and possibly not its Rights) if such holder made a timely QEF election (if eligible to do so) to include in income its pro rata share of Greenland’s net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in or prior to the taxable year of the Redeeming U.S. Holder in which or with which Greenland’s taxable year ends. In general, a QEF election must be made on or before the due date (including extensions) for filing such Redeeming U.S. Holder’s tax return for the taxable year for which the election relates. A Redeeming U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.

A Redeeming U.S. Holder may not make a QEF election with respect to its Warrants to acquire Greenland’s shares. As a result, if a Redeeming U.S. Holder sells or otherwise disposes of such Warrants (other than upon exercise of such Warrants), any gain recognized generally will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if Greenland were a PFIC at any time during the period the Redeeming U.S. Holder held the Warrants. If a Redeeming U.S. Holder that exercises such Warrants properly makes a QEF election with respect to the newly acquired shares (or has previously made a QEF election with respect to Greenland’s shares), the QEF election will apply to the newly acquired shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the Redeeming U.S. Holder held the Warrants), unless the Redeeming U.S. Holder makes a purging election. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in the shares acquired upon the exercise of the Warrants for purposes of the PFIC rules.

It is unclear if a Redeeming U.S. Holder would be permitted to make a QEF election with respect to its rights to acquire Greenland Shares. The remainder of this paragraph addresses the tax consequences if a QEF election is not available with respect to Greenland’s rights. If a Redeeming U.S. Holder sells or otherwise disposes of such rights (other than pursuant to the terms of such rights), any gain recognized generally may be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if Greenland were a PFIC at any time during the period the Redeeming U.S. Holder held the rights. If a Redeeming U.S. Holder that receives Greenland Shares pursuant to such rights properly makes a QEF election with respect to the newly acquired Greenland Shares (or has previously made a QEF election with respect to Greenland Shares), the QEF election will apply to the newly acquired Greenland Shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired Greenland Shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the Redeeming U.S. Holder held the rights), unless the Redeeming U.S. Holder makes a purging election

under the PFIC rules. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in the Greenland Shares acquired pursuant to the terms of rights for purposes of the PFIC rules.

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

In order to comply with the requirements of a QEF election, a Redeeming U.S. Holder must receive a PFIC annual information statement from Greenland. If Greenland determines it is a PFIC for any taxable year, it will endeavor to provide to a Redeeming U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the Redeeming U.S. Holder to make and maintain a QEF election. However, there is no assurance that Greenland will have timely knowledge of its status as a PFIC in the future or of the required information to be provided.

If a Redeeming U.S. Holder has made a QEF election with respect to Greenland’s shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election for Greenland’s first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of such shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, Redeeming U.S. Holders of a QEF are currently taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend to such Redeeming U.S. Holders. The tax basis of a Redeeming U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding such property the Redeeming U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.

Although a determination as to Greenland’s PFIC status will be made annually, a determination that Greenland is a PFIC for any particular year will generally apply for subsequent years to a Redeeming U.S. Holder who held Greenland Shares, Rights or Warrants while Greenland was a PFIC, whether or not it meets the test for PFIC status in those subsequent years. A Redeeming U.S. Holder who makes the QEF election discussed above for Greenland’s first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) Greenland Shares and receives the requisite PFIC annual information statement, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such shares. In addition, such Redeeming U.S. Holder will not be subject to the QEF inclusion regime with respect to such shares for any taxable year of Greenland that ends within or with a taxable year of the Redeeming U.S. Holder and in which Greenland is not a PFIC. On the other hand, if the QEF election is not effective for each of Greenland’s taxable years in which it was a PFIC and the Redeeming U.S. Holder holds (or is deemed to hold) Greenland Shares, the PFIC rules discussed above will continue to apply to such shares unless the holder makes a purging election, as described above, and pays the tax and interest charge with respect to the gain inherent in such shares attributable to the pre-QEF election period.

Alternatively, if a Redeeming U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the Redeeming U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the Redeeming U.S. Holder makes a valid mark-to-market election for the first taxable year of the Redeeming U.S. Holder in which the Redeeming U.S. Holder holds (or is deemed to hold) Greenland Shares and for which Greenland is determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its shares. Instead, in general, the Redeeming U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its shares at the end of its taxable year over the adjusted basis in its shares. The Redeeming U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its shares over the fair market value of its shares at the end of its taxable year (but only to the extent of the net amount of previously

included income as a result of the mark-to-market election). The Redeeming U.S. Holder’s basis in its shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the shares will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to Greenland’s Warrants and likely not its rights.

The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including the Nasdaq Capital Market, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to Greenland’s shares under their particular circumstances.

If Greenland is a PFIC and, at any time, has a foreign subsidiary that is classified as a PFIC, Redeeming U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if Greenland receives a distribution from, or disposes of all or part of its interest in, the lower-tier PFIC or the Redeeming U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. Greenland will endeavor to cause any lower-tier PFIC to provide to a Redeeming U.S. Holder the information that may be required to make or maintain a QEF election with respect to the lower-tier PFIC. However, there is no assurance that Greenland will have timely knowledge of the status of any such lower-tier PFIC. In addition, Greenland may not hold a controlling interest in any such lower-tier PFIC and thus there can be no assurance it will be able to cause the lower-tier PFIC to provide the required information. Redeeming U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.

A Redeeming U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the Redeeming U.S. Holder, may have to file an IRS Form 8621(whether or not a QEF or market-to-market election is made) and such other information as may be required by the U.S. Treasury Department.

The application of the PFIC rules is extremely complex. Greenland shareholders who are considering participating in the Redemption and/or selling, transferring or otherwise disposing of their Greenland Shares, Rights and/or Warrants should consult with their tax advisors concerning the application of the PFIC rules in their particular circumstances.

U.S. Federal Income Tax Considerations to Non-U.S. Holders

This section is addressed to Redeeming Non-U.S. Holders (as defined below) of Greenland Shares that elect to have their Greenland Shares redeemed for cash. For purposes of this discussion, a “Redeeming Non-U.S. Holder” is a beneficial owner (other than a partnership or entity treated as a partnership for U.S. federal income tax purposes) that so redeems its Greenland Shares and is not a Redeeming U.S. Holder.

Except as otherwise discussed in this section, a Redeeming Non-U.S. Holder who elects to have its Greenland Shares redeemed will generally be treated in the same manner as a U.S. shareholder for U.S. federal income tax purposes. See the discussion above under “— U.S. Federal Income Tax Considerations to U.S. Holders.”

Any Redeeming Non-U.S. Holder will not be subject to U.S. federal income tax on any capital gain recognized as a result of the exchange unless:

•        such shareholder is an individual who is present in the United States for 183 days or more during the taxable year in which the Redemption takes place and certain other conditions are met; or

•        such shareholder is engaged in a trade or business within the United States and any gain recognized in the exchange is treated as effectively connected with such trade or business (and, if an income tax treaty applies, the gain is attributable to a permanent establishment maintained by such holder in the United States), in which case the Redeeming Non-U.S. Holder will generally be subject to the same treatment as a Redeeming U.S. Holder with respect to the exchange, and a corporate Redeeming Non-U.S. Holder may be subject to an additional branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty).

With respect to any Redemption treated as a distribution rather than a sale, any amount treated as dividend income to a Redeeming Non-U.S. Holder will generally not be subject to U.S. tax unless such dividends received by a Redeeming Non-U.S. Holder are effectively connected with such holder’s conduct of a U.S. trade or business (and, if an income tax treaty applies, such dividends are attributable to a permanent establishment maintained by the Redeeming Non-U.S. Holder in the United States). Dividends that are effectively connected with the Redeeming Non-U.S. Holder’s conduct of a trade or business generally will be taxed as discussed above under “— U.S. Federal Income Tax Considerations to U.S. Holders — Tax Treatment of the Redemption — In General.” In addition, dividends received by a corporate Redeeming Non-U.S. Holder that are effectively connected with the holder’s conduct of a U.S. trade or business may also be subject to an additional branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty.

Non-U.S. holders of Greenland Shares considering exercising their Redemption Rights should consult their own tax advisors as to whether the Redemption of their Greenland Shares will be treated as a sale or as a distribution under the Code.

Foreign Account Tax Compliance Act

Under the Foreign Account Tax Compliance Act (“FATCA”) and U.S. Treasury regulations and administrative guidance thereunder, a 30% United States federal withholding tax may apply to certain income paid to (i) a foreign financial institution (as defined in FATCA), whether such foreign financial institution is the beneficial owner or an intermediary, unless such foreign financial institution agrees to verify, report and disclose its United States account holders (as specifically defined in FATCA) and meets certain other specified requirements or (ii) a non-financial foreign entity, whether such non-financial foreign entity is the beneficial owner or an intermediary, unless such entity provides a certification that the beneficial owner of the payment does not have any substantial United States owners or provides the name, address and taxpayer identification number of each such substantial United States owner and certain other specified requirements are met. In certain cases, the relevant foreign financial institution or non-financial foreign entity may qualify for an exemption from, or be deemed to be in compliance with, these rules. Redeeming Non-U.S. Holders resident in a jurisdiction that has an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Redeeming Non-U.S. Holders should consult their own tax advisors regarding this legislation and whether it may be relevant to their disposition of Greenland Shares, Rights or Warrants.

Backup Withholding

In general, proceeds received from the exercise of Redemption Rights will be subject to backup withholding for a non-corporate Redeeming U.S. Holder that:

•        fails to provide an accurate taxpayer identification number;

•        is notified by the IRS regarding a failure to report all interest or dividends required to be shown on his or her federal income tax returns; or

•        in certain circumstances, fails to comply with applicable certification requirements.

A Redeeming Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Any amount withheld under these rules will be creditable against the Redeeming U.S. Holder’s or Redeeming Non-U.S. Holder’s U.S. federal income tax liability or refundable to the extent that it exceeds this liability, provided that the required information is timely furnished to the IRS and other applicable requirements are met.

Regulatory Matters

The Business Combination and the transactions contemplated by the Share Exchange Agreement are not subject to any additional federal or state regulatory requirement or approval, except for filings with the British Virgin Islands necessary to effectuate the Articles Amendment Proposal and filings required of solicitation materials pursuant to Rule 14a-12 of the Exchange Act.

Required Vote with Respect to the Business Combination Proposal

The approval of the Business Combination 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 Articles Amendment Proposal or the Director Election Proposal fails to receive the required shareholder approval, the Business Combination will not be completed.

The Sponsor, directors and officers have agreed to vote any Greenland Shares owned by them in favor of the Business Combination pursuant to the Insider Letter Agreement. As of the record date, such shareholders beneficially owned 1,370,000 Greenland Shares, excluding shares issuable upon the exercise of Warrants or the conversion of Rights. As of the date hereof, the Sponsor and Greenland’s directors and officers have not purchased any additional Greenland Shares.

Recommendation of Greenland Board with Respect to the Business Combination Proposal

THE GREENLAND BOARD UNANIMOUSLY RECOMMENDS THAT THE GREENLAND SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

PROPOSAL 2: THE 2019 EQUITY INCENTIVE PLAN PROPOSAL

General

On July 8, 2019, the Greenland Board adopted the Incentive Plan, subject to the approval of Greenland’s shareholders. The purpose of the Incentive Plan is to attract and retain personnel of the highest caliber, provide incentive for officers, directors, employees and other key persons and to promote the well-being of the Company, it is in the best interest of the Company and its shareholders to provide to officers, directors, employees, consultants and other independent contractors who perform services for the Company, through the granting of share options, restricted share, deferred shares or other share-based awards, the opportunity to participate in the value and/or appreciation in value of the Greenland Shares. Accordingly, the Greenland Board believes that the Incentive Plan (a) will provide the Company with significant means to attract and retain talented personnel, (b) will result in saving cash, which otherwise would be required to maintain current employees and adequately attract and reward personnel and others who perform services for the Company, and (c) consequently, will prove beneficial to the Company’s ability to be competitive.

If approved by the shareholders of Greenland at the Special Meeting, the Incentive Plan will become effective on the consummation of the Business Combination. The Greenland Board is recommending that its shareholders approve the material terms of the Incentive Plan as described below.

Summary of the Incentive Plan

The following is summary of the principal features of the Incentive Plan. The summary is qualified in its entirety by reference to the full text of the Incentive Plan, which is set forth in Annex B.

Purpose

The purpose of the Incentive Plan is to enable the Company to offer its employees, officers, directors and consultants whose past, present and/or potential future contributions to the Company have been, are, or will be important to its success, an opportunity to acquire a proprietary interest in the Company. The various types of incentive awards that may be provided under the plan are intended to enable the Company to respond to changes in compensation practices, tax laws, accounting regulations and the size and diversity of its business.

Administration

The Incentive Plan is administered by the Greenland Board or by a committee of the Greenland Board. In this summary, references to the “committee” are to the committee administering the plan or, if no such committee is designated, the Greenland Board. The committee will be comprised solely of “non-employee” directors, as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended. Presently, the Incentive Plan is administered by the compensation committee. Subject to the provisions of the plan, the committee determines, among other things, the persons to whom from time to time awards may be granted, the specific type of awards to be granted, the number of shares subject to each award, share prices, any restrictions or limitations on the awards, and any vesting, exchange, surrender, cancellation, acceleration, termination, exercise or forfeiture provisions related to the awards.

Shares Subject to the Incentive Plan

Assuming the 2019 Equity Incentive Plan Proposal is approved, the number of Greenland Shares for issuance under the Incentive Plan will be equal to 10% of the sum of (i) the number of issued and outstanding Greenland Shares immediately after the Closing and (ii) the number of shares reserved under the 2019 Equity Incentive Plan. Shares subject to other awards that are forfeited or terminated will be available for future award grants under the Incentive Plan. If a holder pays the exercise price of a share option by surrendering any previously owned Greenland Shares or arranges to have the appropriate number of shares otherwise issuable upon exercise withheld to cover the withholding tax liability associated with the share option exercise, the shares surrendered by the holder or withheld by the Company will not be available for future award grants under the plan.

Under the Incentive Plan, in the event of a change in the number of Greenland Shares as a result of a dividend on Greenland Shares payable in Greenland Shares, forward split or reverse split or other extraordinary or unusual event that results in a change in the Greenland Shares as a whole, the committee shall determine whether such change equitably requires an adjustment in the terms of any award in order to prevent dilution or enlargement of the benefits available under the plan or the aggregate number of shares reserved for issuance under the plan.

Eligibility

The Company may grant awards under the Incentive Plan to employees, officers, directors, and consultants who are deemed to have rendered, or to be able to render, significant services to the Company and who are deemed to have contributed, or to have the potential to contribute, to its success. An incentive share option may be granted under the plan only to a person who, at the time of the grant, is an employee of the Company or its subsidiaries. Based on the current number of employees and consultants of the Company and on the current size of the Greenland Board, the Company estimates that approximately 25 individuals are eligible for awards under the Incentive Plan.

Types of Awards

Options.    The Incentive Plan provides both for “incentive” share options as defined in Section 422 of the Code, and for options not qualifying as incentive options, both of which may be granted with any other share based award under the plan. The committee determines the exercise price per share of share purchasable under an incentive or non-qualified share option, which may not be less than 100% of the fair market value on the day of the grant or, if greater, the par value of a share. However, the exercise price of an incentive share option granted to a person possessing more than 10% of the total combined voting power of all classes of Company shares may not be less than 110% of the fair market value on the date of grant. The aggregate fair market value of all Greenland Shares with respect to which incentive share options are exercisable by a participant for the first time during any calendar year (under all of the Company’s plans), measured at the date of the grant, may not exceed $100,000.

An incentive share option may only be granted within 10 years from the effective date of the Incentive Plan. An incentive share option may only be exercised within ten years from the date of the grant, or within five years in the case of an incentive share option granted to a person who, at the time of the grant, owns shares possessing more than 10% of the total combined voting power of all classes of Company shares.

Subject to any limitations or conditions the committee may impose, share options may be exercised, in whole or in part, at any time during the term of the share option by giving written notice of exercise to the Company specifying the number of Greenland Shares to be purchased. The notice must be accompanied by payment in full of the purchase price, either in cash or, if provided in the agreement, in Company securities or in a combination of the two.

Generally, share options granted under the plan may not be transferred other than by will or by the laws of descent and distribution and all share options are exercisable, during the holder’s lifetime, only by the holder, or in the event of legal incapacity or incompetency, the holder’s guardian or legal representative. However, a holder, with the approval of the committee, may transfer a non-qualified share option by gift to a family member of the holder or by domestic relations order to a family member of the holder or may transfer a non-qualified share option to an entity in which more than 50% of the voting interests are owned by family members of the holder or the holder.

Generally, if the holder is an employee, no share options granted under the plan may be exercised by the holder unless he or she is employed by the Company or one of its subsidiaries at the time of the exercise and has been so employed continuously from the time the share options were granted. However, in the event the holder’s employment is terminated due to disability or normal retirement, the holder may still exercise his or her vested share options for a period of 12 months, or such other greater or lesser period as the committee may determine, from the date of termination or until the expiration of the stated term of the share option, whichever period is shorter. Similarly, should a holder die while employed by the Company or a subsidiary, his or her legal representative or legatee under his or her will may exercise the decedent holder’s vested share options for a period of 12 months from the date of his or her death, or such other greater or lesser period as the Greenland Board or committee may determine, or until the expiration of the stated term of the share option, whichever period is shorter. If the holder’s employment is terminated for any reason other than death, disability or normal retirement, the share option will automatically terminate, except that if the holder’s employment is terminated by the Company without cause, then the portion of any share option that is vested on the date of termination may be exercised for the lesser of three months after termination of employment, or such other greater or lesser period as the committee may determine but not beyond the balance of the share option’s term.

Share appreciation rights.    Under the Incentive Plan, the Company may grant share appreciation rights to participants who have been, or are being, granted share options under the plan as a means of allowing the participants to exercise their share options without the need to pay the exercise price in cash, or the Company may grant them

alone and unrelated to an option. In conjunction with non-qualified share options, share appreciation rights may be granted either at or after the time of the grant of the non-qualified share options. In conjunction with incentive share options, share appreciation rights may be granted only at the time of the grant of the incentive share options. A share appreciation right entitles the holder to receive a number of Greenland Shares having a fair market value equal to the excess fair market value of one share over the exercise price of the related share option, multiplied by the number of shares subject to the share appreciation rights. The granting of a share appreciation right in tandem with a share option will not affect the number of Greenland Shares available for awards under the plan. In such event, the number of shares available for awards under the plan will, however, be reduced by the number of Greenland Shares acquirable upon exercise of the share option to which the share appreciation right relates.

Restricted Shares.    Under the Incentive Plan, the Company may award shares of restricted shares either alone or in addition to other awards granted under the plan. The committee determines the persons to whom grants of restricted shares are made, the number of shares to be awarded, the price (if any) to be paid for the restricted shares by the person receiving the shares from the Company, the time or times within which awards of restricted shares may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the restricted shares awards.

The Incentive Plan requires that all shares of restricted shares awarded to the holder remain in the Company’s physical custody until the restrictions have terminated and all vesting requirements with respect to the restricted shares have been fulfilled. The Company will retain custody of all dividends and distributions made or declared with respect to the restricted shares during the restriction period. A breach of any restriction regarding the restricted shares will cause a forfeiture of the restricted shares and any retained dividends and distributions. Except for the foregoing restrictions, the holder will, even during the restriction period, have all of the rights of a shareholder, including the right to vote the shares.

Other Share-Based Awards.    Under the Incentive Plan, the Company may grant other share-based awards, subject to limitations under applicable law that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Greenland Shares, as deemed consistent with the purposes of the plan. These other share-based awards may be in the form of purchase rights, Greenland Shares awarded that are not subject to any restrictions or conditions, convertible or exchangeable debentures or other rights convertible into Greenland Shares and awards valued by reference to the value of securities of, or the performance of, one of the Company’s subsidiaries. These other share-based awards may include performance shares or options, whose award is tied to specific performance criteria. These other share-based awards may be awarded either alone, in addition to, or in tandem with any other awards under the Incentive Plan or any of the Company’s other plans.

Accelerated Vesting and Exercisability

If any one person, or more than one person acting as a group, acquires the ownership of shares of the Company that, together with the shares held by such person or group, constitutes more than 50% of the total fair market value or combined voting power of the shares of the Company, and the Greenland Board does not authorize or otherwise approve such acquisition, then immediately prior to the closing of such acquisition, the vesting periods of any and all share options and other awards granted and outstanding under the Incentive Plan shall be accelerated and all such share options and awards will immediately and entirely vest, and the respective holders thereof will have the immediate right to purchase and/or receive any and all shares subject to such share options and awards on the terms set forth in the plan and the respective agreements respecting such share options and awards. An increase in the percentage of shares owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its shares in exchange for property is not treated as an acquisition of shares.

The committee may, in the event of an acquisition by any one person, or more than one person acting as a group, together with acquisitions during the 12-month period ending on the date of the most recent acquisition by such person or persons, of assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions, or if any one person, or more than one person acting as a group, acquires the ownership of shares of the Company that, together with the shares held by such person or group, constitutes more than 50% of the total fair market value or combined voting power of the shares of the Company, which has been approved by the Greenland Board, (i) accelerate the vesting of any and all share options and other awards granted and outstanding under the Incentive Plan, or (ii) require a holder of any award granted under the plan to relinquish such award to the Company upon the tender by the Company to the

holder of cash in an amount equal to the repurchase value of such award. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

Notwithstanding any provisions of the Incentive Plan or any award granted thereunder to the contrary, no acceleration shall occur with respect to any award to the extent such acceleration would cause the plan or an award granted thereunder to fail to comply with Section 409A of the Code.

Other Limitations

The committee may not modify or amend any outstanding option or share appreciation right to reduce the exercise price of such option or share appreciation right, as applicable, below the exercise price as of the date of grant of such option or share appreciation right. In addition, no option or share appreciation right with a lower exercise price may be granted in exchange for, or in connection with, the cancellation or surrender of an option or share appreciation right or other award with a higher exercise price.

Withholding Taxes

When an award is first included in the gross income of the holder for federal income tax purposes, the holder will be required to make arrangements regarding the payment of all federal, state and local withholding tax requirements, including by settlement of such amount in Greenland Shares. The obligations of the Company under the Incentive Plan are contingent on such arrangements being made.

Term and Amendments

Unless terminated by the Greenland Board, the Incentive Plan shall continue to remain effective until no further awards may be granted and all awards granted under the plan are no longer outstanding. Notwithstanding the foregoing, grants of incentive share options may be made only until ten years from the initial effective date of the plan. The Greenland Board may at any time, and from time to time, amend the plan or any award agreement, but no amendment will be made that would impair the rights of a holder under any agreement entered into pursuant to the plan without the holder’s consent.

Federal Income Tax Consequences

The following discussion of the federal income tax consequences of participation in the Incentive Plan is only a summary of the general rules applicable to the grant and exercise of share options and other awards and does not give specific details or cover, among other things, state, local and foreign tax treatment of participation in the plan. The information contained in this section is based on present law and regulations, which are subject to being changed prospectively or retroactively.

Incentive Share options.    Participants will recognize no taxable income upon the grant of an incentive share option. The participant generally will realize no taxable income when the incentive share option is exercised. The excess, if any, of the fair market value of the shares on the date of exercise of an incentive share option over the exercise price will be treated as an item of adjustment for a participant’s taxable year in which the exercise occurs and may result in an alternative minimum tax liability for the participant. The Company will not qualify for any deduction in connection with the grant or exercise of incentive share options. Upon a disposition of the shares after the later of two years from the date of grant or one year after the transfer of the shares to a participant, the participant will recognize the difference, if any, between the amount realized and the exercise price as long-term capital gain or long-term capital loss, as the case may be, if the shares are capital assets.

If shares acquired upon the exercise of an incentive share option is disposed of prior to the expiration of the holding periods described above, the participant will recognize ordinary compensation income in the taxable year of disposition in an amount equal to the excess, if any, of the fair market value of the shares on the date of exercise over the exercise price paid for the shares; and the Company will qualify for a deduction equal to any amount recognized, subject to the limitation that the compensation be reasonable.

Non-Qualified Share options.    With respect to non-qualified share options:

•        upon grant of the share option, the participant will recognize no income provided that the exercise price was not less than the fair market value of Greenland Shares on the date of grant;

•        upon exercise of the share option, if the Greenland Shares are not subject to a substantial risk of forfeiture, the participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the shares on the date of exercise over the exercise price, and the Company will qualify for a deduction in the same amount, subject to the requirement that the compensation be reasonable; and

•        the Company will be required to comply with applicable federal income tax withholding requirements with respect to the amount of ordinary compensation income recognized by the participant.

On a disposition of the shares, the participant will recognize gain or loss equal to the difference between the amount realized and the sum of the exercise price and the ordinary compensation income recognized. The gain or loss will be treated as capital gain or loss if the shares are capital assets and as short-term or long-term capital gain or loss, depending upon the length of time that the participant held the shares.

If the shares acquired upon exercise of a non-qualified share option are subject to a substantial risk of forfeiture, the participant will recognize ordinary income at the time when the substantial risk of forfeiture is removed, unless the participant timely files under Section 83(b) of the Code to elect to be taxed on the receipt of shares, and the Company will qualify for a corresponding deduction at that time. The amount of ordinary income will be equal to the excess of the fair market value of the shares at the time the income is recognized over the amount, if any, paid for the shares.

Share appreciation rights.    Upon the grant of a share appreciation right, the participant recognizes no taxable income and the Company receives no deduction. The participant recognizes ordinary income and the Company receives a deduction at the time of exercise equal to the cash and fair market value of shares payable upon the exercise.

Restricted shares.    A participant who receives restricted shares will recognize no income on the grant of the restricted shares and the Company will not qualify for any deduction. At the time the restricted shares is no longer subject to a substantial risk of forfeiture, a participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the restricted shares at the time the restriction lapses over the consideration paid for the restricted shares. The holding period to determine whether the participant has long-term or short-term capital gain or loss begins when the restriction period expires, and the tax basis for the shares will generally be the fair market value of the shares on this date.

A participant may elect under Section 83(b) of the Code, within 30 days of the transfer of the restricted shares, to recognize ordinary compensation income on the date of transfer in an amount equal to the excess, if any, of the fair market value on the date of transfer of the shares of restricted shares, as determined without regard to the restrictions, over the consideration paid for the restricted shares. If a participant makes an election under Section 83(b), the holding period will commence on the day after the date of transfer and the tax basis will equal the fair market value of shares, as determined without regard to the restrictions, on the date of transfer.

On a disposition of the shares, a participant will recognize gain or loss equal to the difference between the amount realized and the tax basis for the shares.

Whether or not the participant makes an election under Section 83(b), the Company generally will qualify for a deduction, subject to the reasonableness of compensation limitation, equal to the amount that is taxable as ordinary income to the participant, in the taxable year in which the income is included in the participant’s gross income. The income recognized by the participant will be subject to applicable withholding tax requirements.

Dividends paid on restricted shares that is subject to a substantial risk of forfeiture generally will be treated as compensation that is taxable as ordinary compensation income to the participant and will be deductible by the Company subject to the reasonableness limitation. If, however, the participant makes a Section 83(b) election, the dividends will be treated as dividends and taxable as ordinary income to the participant, but will not be deductible by the Company.

Other Share-Based Awards.    The federal income tax treatment of other share-based awards will depend on the nature and restrictions applicable to the award.

Certain Awards Deferring or Accelerating the Receipt of Compensation.    Section 409A of the Code, enacted as part of the American Jobs Creation Act of 2004, imposes certain new requirements applicable to “nonqualified deferred compensation plans.” If a nonqualified deferred compensation plan subject to Section 409A fails to meet, or is not operated in accordance with, these new requirements, then all compensation deferred under the plan may become immediately taxable. Share appreciation rights and deferred share awards that may be granted under the Incentive Plan may constitute deferred compensation subject to the Section 409A requirements. It is the Company’s intention that any award agreement governing awards subject to Section 409A will comply with these rules.

New Plan Benefits

The benefits that will be awarded or paid in connection with the increase in available shares under the Incentive Plan are not currently determinable. Awards granted under the Incentive Plan are within the discretion of the committee and the committee has not determined any future awards or who might receive them. The closing sale price of Greenland Shares was $10.16 per share on July 2, 2019.

Required Vote With Respect to the 2019 Equity Incentive Plan Proposal

The approval of the 2019 Equity Incentive Plan will require the affirmative vote of the holders of a majority of the Greenland Shares that are present and vote on such Proposal at the Special Meeting. If the Business Combination is not approved, the 2019 Equity Incentive Plan Proposal will not be presented at the Special Meeting. The 2019 Equity Incentive Plan will only become effective if the Business Combination is completed.

Recommendation of the Greenland Board with Respect to the 2019 Equity Incentive Plan Proposal

THE GREENLAND BOARD UNANIMOUSLY RECOMMENDS THAT THE GREENLAND
SHAREHOLDERS VOTE “FOR” THE 2019 EQUITY INCENTIVE PLAN PROPOSAL.

PROPOSAL 3: THE DIRECTOR ELECTION PROPOSAL

Election of Directors

Pursuant to the Share Exchange Agreement, Greenland has agreed to take all necessary action, including causing the directors of Greenland to resign, so that effective at the Closing, the entire Greenland Board will consist of five individuals, a majority of whom will be independent directors in accordance with the requirements of Nasdaq. The directors will be classified into two classes, with each director holding office for a two-year term or until the next annual meeting of shareholders at which such director’s class is up for election and where his or her successor is elected and qualified.

Greenland is proposing the election by shareholders of the following five individuals, who will take office immediately following the Closing and who will constitute all the members of the Greenland Board: (i) Min Zhang, Everett Xiaolin Wang and Hong Liang Lu as Class I directors and (ii) Peter Zuguang Wang and Yanming Liu as Class II directors.

If elected, the Class I directors will serve until the first annual meeting of shareholders of the Company to be held following the date of Closing and the Class II directors will serve until the second annual meeting of shareholders of the Company following the date of Closing. Each of Messrs. Liu, Zhang, Everett Xiaolin Wang and Lu are expected qualify as an independent director under Nasdaq listing standards.

There are no family relationships among any of the Company’s directors and executive officers, except that Peter Zuguang Wang is the father of Raymond Z. Wang, the current Chief Executive Officer and President of Zhongchai Holding, who would serve as Greenland’s Chief Executive Officer and President following the Closing.

Subject to other provisions in the Memorandum and Articles of Association, the number of directors that constitutes the entire Greenland Board will be fixed solely by resolution of the Greenland Board. Each director of the Company will hold office until the expiration of the term for which he or she is elected and until his or her successor has been duly elected and qualified or until his or her earlier resignation, death, disqualification or removal.

Under the Memorandum and Articles of Association, and subject to the rights of holders of preferred shares with respect to the election of directors, the directors of the Company will be divided into two classes as nearly equal in size as is practicable, hereby designated Class I and Class II. The Greenland Board may assign members of the Greenland Board already in office to such classes at the time such classification becomes effective. The term of office of the initial Class I directors of Company will expire at the first regularly-scheduled annual meeting of its shareholders and the term of office of the initial Class II directors of Company will expire at the second annual meeting of its shareholders. At each annual meeting of shareholders, commencing with the first regularly-scheduled annual meeting of shareholders, each of the successors elected to replace the directors of a class of director whose term will have expired at such annual meeting will be elected to hold office until the second annual meeting next succeeding his or her election and until his or her respective successor will have been duly elected and qualified.

If the number of directors is hereafter changed, any increase or decrease in directorships will be so apportioned among the classes by the Greenland Board as to make all classes as nearly equal in number as is practicable, provided that no decrease in the number of directors constituting the Greenland Board will shorten the term of any incumbent director.

Subject to the rights of holders of any series of preferred shares with respect to the election of directors, for so long as the Greenland Board is classified, any director may be removed from office by the shareholders of the Company only for cause. Vacancies occurring on the Greenland Board for any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled only by vote of a majority of the remaining members of the Greenland Board, although less than a quorum, or by a sole remaining director, and not by shareholders of Company. A person so elected by the Greenland Board to fill a vacancy or newly created directorship will hold office until the next election of the class for which such director will have been chosen and until his or her successor will be duly elected and qualified.

The Greenland Board knows of no reason why any of the nominees will be unavailable or decline to serve as a director. The information presented below is as of the Record Date and is based in part on information furnished by the nominees.

Information about Officers, Directors and Nominees

At the effective time of the Business Combination, in accordance with the terms of the Share Exchange Agreement and assuming the election of the nominees set forth in this section, the officers of Greenland and the Greenland Board will be as follows:

There is no arrangement or understanding between the persons described above and any other person pursuant to which the person was selected to his or her office or position.

Mr. Yanming Liu’s biography is set forth below in the section entitled “Directors, Officers, Executive Compensation and Corporate Governance of Greenland Prior to the Business Combination — Directors and Executive Officers.” The biographies of Messrs. Peter Zuguang Wang, Raymond Z. Wang, Jing Jin, Dong Xiao and Lei Chen are set forth below in the section entitled “Management of Zhongchai Holding.” The biographies of Min Zhang, Everett Xiaolin Wang and Hong Liang Lu can be found immediately below.

Min Zhang is a director nominee of the Company. Mr. Zhang is the Founder and Managing Partner of Empower Investment since 2008, a fund that focuses on early stage investments in the technology, media and telecom industry in the PRC and worldwide. Previously, he was an Investment Director at Morningside Investment Group (“Morningside”), a private equity and venture capital firm, from February 2002 to September 2008, where he was involved in several investment projects, covering industries such as internet, media, transportation and healthcare. Prior to that, Mr. Zhang acted as Chief Executive Officer of Fastlane Media Group, a media company, from June 2006 to September 2008, and Vice-President of Media Partners International, a Hong Kong listed company that is a Morningside portfolio company, from February 2002 to November 2005. Before joining Morningside, Mr. Zhang was a Senior Manager — Global Risk Management Solution of PwC during January 2000 to January 2002. Before that, he was with Royal Dutch Shell International and worked in various functions, including brand management, network planning, mergers and acquisitions and global consultancy in different countries during September 1993 to January 2000. Mr. Zhang holds a Master of Business Administration from Norwegian Business School of Economics and Management, Norway and a Bachelor of Art degree from University of Sichuan, China. Mr. Zhang is well-qualified to serve as a director due to his extensive experience in investments and business management.

Everett Xiaolin Wang is a director nominee of the Company. Dr. Wang serves as a professor at School of Information Engineering of Guangdong University of Technology in Guangdong, China and a distinguished professor under the University 100 Talents Plan. He has served as session or local chairs of IEEE International Conference in 2013, 2015, 2016 and 2018. Since 2014, he has been reviewer for IEEE Transaction on Intelligent Transportation Systems, as well as Journal of Nonlinear Dynamics. From October 1993 to June 2006, Dr. Wang worked as an engineer at Intel Corporation and was responsible for stress modeling, quantum tunneling, quantum size effect, 3D mesh generation, hydrodynamic simulation, Monte Carlo modeling and photonic IC design. Dr. Wang received his Bachelor of Science degree in Physics from Peking University, his Master of Science degree in Theoretical Physics from Institute of Theoretical Physics, Academy of Sciences of China and his Ph.D. degree from the University of Texas at Austin in Electrical and Computer Engineering. Dr. Wang is well-qualified to serve as a director due to his extensive expertise in autonomous and related technologies.

Hong Liang Lu is a director nominee of the Company. Mr. Lu has served as a director of UTStarcom Holdings Corp., a telecom venture in China (NASDAQ: UTSI) (“UTStarcom”), since June 1991, as Chairman of its board from March 2003 to December 2006, as Executive Chairman from July 2008 to August 2009, as its Chief Executive Officer from June 1991 until July 2008 and as its President from June 1991 until July 2007. From March 2008 to

August 2015, Mr. Lu was a member of the board of directors of Fortinet, Inc. (NASDAQ: FTNT) and a member of its audit committee. In June 1991, Mr. Lu cofounded UTStarcom under its prior name, Unitech Telecom, Inc., which subsequently acquired StarCom Network Systems, Inc. in September 1995. From 1986 through December 1990, Mr. Lu served as President and Chief Executive Officer of Kyocera Unison, a majority-owned subsidiary of Kyocera International, Inc. (“Kyocera”), which is a manufacturer and distributor of consumer, office and professional, and industrial products. Mr. Lu served as President and Chief Executive Officer of Unison World, Inc., a software development company, from 1983 until its merger with Kyocera in 1986. From 1979 to 1983, Mr. Lu served as Vice President and Chief Operating Officer of Unison World, Inc. Mr. Lu holds a Bachelor of Science degree in Civil Engineering from the University of California at Berkeley. Mr. Lu is well-qualified to serve as a director due to his extensive operating and management experience.

Committee Appointments

There will be three standing committees of the Greenland Board: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. It is expected that the following appointments will be made:

Audit Committee: Messrs. Min Zhang, Everett Xiaolin Wang and Hong Liang Lu;

Compensation Committee: Messrs. Min Zhang, Everett Xiaolin Wang and Hong Liang Lu; and

Nominating and Corporate Governance Committee: Messrs. Lu, Min Zhang and Everett Xiaolin Wang.

All the nominees are “independent” under the revised listing standards of Nasdaq. Mr. Zhang is also a “financial expert” under the listing requirements of Nasdaq.

Required Vote With Respect to the Director Election Proposal

The election of directors pursuant to the Director Election 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 the Business Combination Proposal is not approved, the Director Election Proposal will not be presented at the Special Meeting. The Director Election Proposal will only become effective if the Business Combination is completed. Approval of the Director Election Proposal is a condition to Closing under the Share Exchange Agreement.

Recommendation of the Greenland Board with Respect to the Director Election Proposal

THE GREENLAND BOARD UNANIMOUSLY RECOMMENDS THAT
THE GREENLAND SHAREHOLDERS VOTE “FOR” EACH OF THE NOMINEES IN THE
DIRECTOR ELECTION PROPOSAL.

PROPOSAL 4: THE ARTICLES AMENDMENT PROPOSAL

Summary of the Proposal

General

The Greenland Board has approved an amendment to the Memorandum and Articles of Association of Greenland to replace Article 23 thereof (the “Articles Amendment”). This summary of the Articles Amendment is qualified in its entirety by reference to the full text of the proposed amendment to the Memorandum and Articles of Association attached to this proxy statement as Annex C.

The following table sets forth a summary of the principal changes proposed to be made between the existing Memorandum and Articles of Association and the proposed post-Business Combination Memorandum and Articles of Association. This summary is qualified by reference to the complete text of the proposed Articles Amendment, a copy of which is attached to this proxy statement as Annex C. All shareholders are encouraged to read the proposed Articles Amendment in its entirety for a more complete description of its terms.

Reasons for the Articles Amendment

The Greenland Board believes that it would be in the best interests of Greenland, in connection with the completion of the Business Combination, to effect the Articles Amendment. For the following reasons we propose to adopt the Articles Amendment:

Name Change

The parties to the Share Exchange Agreement have agreed that the name of the Company should reflect its business following the Closing, including the Company’s focus on its new “green” robotic technology, and therefore propose to change the Company’s corporate name from “Greenland Acquisition Corporation” to “Greenland Technologies Holding Corporation”.

Provisions Related to a Blank Check Company

The elimination of certain provisions related to our status as a blank check company is desirable because these provisions will serve no purpose following the Business Combination. For example, these proposed amendments remove the requirement to dissolve Greenland and allow it to continue as a corporate entity with perpetual existence following consummation of the Business Combination. Perpetual existence is the usual period of existence for companies and the Greenland Board believes it is the most appropriate period for the Company following the Business

Combination. In addition, certain other provisions in the current Memorandum and Articles of Association require that proceeds from the IPO be held in the Trust Account until a business combination or liquidation of Greenland has occurred. These provisions cease to apply once the Business Combination is consummated.

Regulatory Approvals; Third Party Consents

The Articles Amendment will not breach any covenants or agreements binding upon Greenland and will not be subject to any additional federal or state regulatory requirements, except compliance with the laws of the British Virgin Islands to file the Articles Amendment with the registrar of corporate affairs.

Required Vote with Respect to the Articles Amendment Proposal

The approval of the Articles Amendment 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 the Business Combination Proposal is not approved, the Articles Amendment Proposal will not be presented at the Special Meeting. The Articles Amendment Proposal will only become effective if the Business Combination is completed. Approval of the Articles Amendment Proposal is a condition to Closing under the Share Exchange Agreement.

Recommendation of the Greenland Board with Respect to the Articles Amendment Proposal

THE GREENLAND BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
“FOR” THE ARTICLES AMENDMENT PROPOSAL.

PROPOSAL 5: THE ADJOURNMENT PROPOSAL

Overview

At the Special Meeting, Greenland will ask its shareholders 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 Greenland determines an adjournment to be reasonably necessary or appropriate to approve one or more Proposals at the Special Meeting. In no event will Greenland solicit proxies to adjourn the Special Meeting or complete the Business Combination beyond the date by which it may properly do so.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by Greenland’s shareholders, the Greenland Board may not be able to adjourn the Special Meeting to a later date 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 of the Proposals at the Special Meeting. It is important for you to note that in the event that the Business Combination Proposal, the Director Election Proposal or the Articles Amendment Proposal do not receive the requisite vote for approval, then we may not be able to complete the Business Combination. If we do not complete the Business Combination and fail to complete an initial business combination by October 25, 2019 (or April 27, 2020 if we extend the period of time to consummate a business combination), unless Greenland submits and its shareholders approve an additional extension of such date, we will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the Public Shareholders.

Required Vote with Respect to the Adjournment Proposal

The Adjournment Proposal, if presented, will require the affirmative vote of the holders of a majority of the Greenland Shares that are present and vote on such Proposal at the Special Meeting

The Adjournment Proposal will not be submitted if the Business Combination Proposal is approved.

Recommendation of the Greenland Board with respect to the Adjournment Proposal

THE Greenland BOARD UNANIMOUSLY RECOMMENDS THAT Greenland SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL, IF PRESENTED.

PRO FORMA COMBINED BALANCE SHEET
AS OF MAY 31, 2019
(UNAUDITED)