SUMMARY OF THE PROXY STATEMENT

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

Parties to the Business Combination

Greenland

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

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

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

Zhongchai Holding

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

Purchaser Representative

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

The Proposals

Proposal 1: The Business Combination Proposal

Share Exchange Agreement

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

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

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

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

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

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

Organizational Structure

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

Proposal 2: The 2019 Equity Incentive Plan Proposal

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

Proposal 3: The Director Election Proposal

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

Proposal 4: The Articles Amendment Proposal

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

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

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

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

Proposal 5: The Adjournment Proposal

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

Special Meeting

Date, Time and Place of Special Meeting

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

Record Date; Outstanding Shares; Shareholders Entitled to Vote

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

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

Proxy Solicitation

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

Quorum and Required Vote for the Proposals

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

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

Recommendation to Greenland Shareholders

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

•        Vote “FOR” the Business Combination Proposal;

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

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

•        Vote “FOR” the Articles Amendment Proposal; and

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

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

Regulatory Approvals

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

Appraisal Rights

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

Risk Factors

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

QUESTIONS AND ANSWERS

Q.     Why am I receiving this proxy statement?

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

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

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

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

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

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

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

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

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

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

•        The Business Combination Proposal;

•        The 2019 Equity Incentive Plan Proposal;

•        The Director Election Proposal;

•        The Articles Amendment Proposal; and

•        The Adjournment Proposal.

Q:     Are the Proposals conditioned on one another?

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

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

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

Q.     Why is Greenland proposing the Business Combination?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Q.     Why is Greenland proposing the Director Election Proposal?

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

Q.     Why is Greenland proposing the Articles Amendment Proposal?

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

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

Q.     Why is Greenland proposing the Adjournment Proposal?

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

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

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

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

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

Q.     How do I vote?

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

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

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

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

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

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

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

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

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

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

“FOR” approval of the Business Combination Proposal;

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

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

“FOR” approval of the Articles Amendment Proposal; and

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

Q:     How many votes do I have?

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

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

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

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

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

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

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

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

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

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

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

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

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

Q.     How do I exercise my Redemption Rights?

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

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

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

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

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

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

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

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

E-mail: mzimkind@continentalstock.com

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

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

SELECTED HISTORICAL FINANCIAL INFORMATION OF GREENLAND

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

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

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND
OTHER DATA OF ZHONGCHAI HOLDING

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

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

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

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

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

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

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

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

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

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

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

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

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

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

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