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

________________________________________

SCHEDULE 14A

________________________________________

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

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Preliminary Proxy Statement

£

 

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Section 240.14a-12

GREENLAND ACQUISITION CORPORATION

(Name of Registrant as Specified in Its Charter)

____________________________________________________________________________________________________________

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

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(1)

 

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(2)

 

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(3)

 

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(4)

 

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(5)

 

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

   

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(2)

 

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Date Filed:

       

 

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

SUPPLEMENT TO DEFINITIVE PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 24, 2019

October 21, 2019

To the Shareholders of Greenland Acquisition Corporation:

On September 26, 2019, Greenland Acquisition Corporation (the “Company” or “Greenland) filed with the Securities and Exchange Commission and commenced mailing its definitive proxy statement (“Definitive Proxy Statement”) with respect to a special meeting in lieu of an annual meeting to be held on October 17, 2019 to consider and vote upon, among other things, the approval of its previously announced proposed business combination with Zhongchai Holding (Hong Kong) Limited (“Zhongchai Holding”).

At the special meeting held on October 17, 2019, the shareholders approved a proposal to adjourn the vote of the matters to be considered at the special meeting until 10:00 a.m., Eastern Time, on October 24, 2019. The meeting will be held at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. The record date for the special meeting remains September 18, 2019. In connection with the adjournment of the special meeting, the final date for public shareholders to demand redemption of their shares has been extended to 5:00 p.m., Eastern Time, on October 23, 2019.

This proxy supplement (this “Proxy Supplement”) is to supplement certain information presented in the Definitive Proxy Statement to address certain recent developments. This Proxy Supplement should be read in conjunction with the Definitive Proxy Statement. Terms used in this Proxy Supplement and not otherwise defined have the meanings set forth in the Definitive Proxy Statement or the share exchange agreement (the “Share Exchange Agreement”) by and among the Company, Zhongchai Holding and certain other parties.

Legal Proceedings

On July 12, 2019, the Company filed with the SEC a preliminary proxy statement in connection with a special meeting of the shareholders of the Company to consider and vote on the Business Combination and related matters. Subsequently, the Company filed an amendment to the Preliminary Proxy Statement (the “Amended Preliminary Proxy Statement”) and on September 26, 2019, the Company filed with the SEC a definitive proxy statement (the “Definitive Proxy Statement”).

As disclosed in the Definitive Proxy Statement, on September 19, 2019, a purported class action challenging the Business Combination was filed in the United States District Court for the District of Delaware (the “District Court”), captioned Wheby v. Greenland Acquisition Corporation, et al., Case No. 19-1758-MN (D. Del.) (the “Action”). The Action alleged certain violations of the Securities Exchange Act of 1934, as amended, and sought, among other things, to enjoin the Business Combination from closing (or, if consummated, to rescind the Business Combination or award rescissory damages), to require the Company to issue a separate proxy statement, and to receive an award of attorneys’ fees and costs. The Company believes that the allegations in the complaint are without merit and denies that any further disclosure beyond that already contained in the Preliminary Proxy Statement is required under applicable law to supplement the Preliminary Proxy Statement included therein which has been disseminated to shareholders of the Company. Nonetheless, in order to moot plaintiff’s unmeritorious disclosure claims, avoid nuisance and possible expenses, and provide additional information to the shareholders, the Company determined to voluntarily make minor modifications to the Definitive Proxy Statement, which the Company deemed immaterial.

On October 14, 2019, the plaintiff, the Company and all other named defendants in the Action entered into a confidential memorandum of understanding (the “MOU”), pursuant to which a Stipulation and Order of Dismissal (“Stipulation of Dismissal”) of the Action was filed on October 14, 2019. The Stipulation of Dismissal was approved and entered by the District Court on October 15, 2019. Among other things, the Stipulation of Dismissal acknowledged

 

that the Definitive Proxy Statement mooted the plaintiff’s claims regarding the sufficiency of disclosures, dismissed all claims asserted in the Action, with prejudice as to the plaintiff only, permits the plaintiff to seek an award of attorneys’ fees in connection with the mooted claims, and reserves the defendants’ rights to oppose such an award, if appropriate.

PIPE Financing

On September 8, 2019, the Company entered into subscription agreements (“Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the Company agreed to issue and sell to the PIPE Investors an aggregate of $6,000,000 of ordinary shares of the Company, at a price of $10.25 per share, in a private placement (the “PIPE Financing”) simultaneously with or immediately prior to the closing of the Company’s initial business combination, and the PIPE Investors will have the right to reduce their obligation to purchase such ordinary share to the extent that they purchase ordinary shares of the Company in one or more open market purchases or in privately negotiated transactions with third parties (any shares so purchased, “Backstop Shares”), which, if held and not redeemed in accordance with the requirements of the Subscription Agreements, will reduce the number of ordinary shares required to be purchased by such PIPE Investors in the PIPE Financing. Two Subscription Agreements were entered into with the PIPE Investors, one of which provided for $1,000,000 of the PIPE Financing (the “1M Agreement”), and the other for $5,000,000 of the PIPE Financing (the “$5M Agreement”).

Effective October 17, 2019, the Company and the subscriber which entered into the $5M Agreement mutually agreed to terminate the $5M Agreement pursuant to a termination agreement (the “Termination Agreement”). In addition, the subscriber which entered into the $1M Agreement has advised the Company that it has acquired $1,000,000 of shares in open market or privately negotiated transactions. As a result, the Company has not issued, and does not expect to issue, any ordinary shares pursuant to the Subscription Agreements. The foregoing description of the Termination Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the Termination Agreement, a copy of which was filed as Exhibit 10.1 to a Current Report on Form 8-K on October 21, 2019 with the SEC and incorporated herein by reference.

 

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 the Definitive 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 the Definitive 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.

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.

1

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

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

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

 

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

   

Greenland
(Historical)

 

Zhongchai
Holding
(Historical)

 

Combined
Pro Forma –
No
Redemptions

 

Combined Pro
Forma –
Maximum
Redemptions

Statements of Operations Data:

 

 

 

 

 

 

   

 

   

 

 

Total revenue

 

$

 

 

$

28,550,770

 

$

28,550,770

 

$

28,550,770

Costs of goods sold

 

 

 

 

 

21,925,996

 

 

21,925,996

 

 

21,925,996

Total operating expenses

 

 

595,092

 

 

 

2,639,168

 

 

2,927,024

 

 

2,927,024

Income (loss) from operations

 

 

(595,092

)

 

 

3,985,606

 

 

3,697,750

 

 

3,697,750

Net income (loss)

 

 

(89,254

)

 

 

3,006,252

 

 

2,734,426

 

 

2,734,426

Net income attributable to noncontrolling interests

 

 

 

 

 

334,304

 

 

334,304

 

 

334,304

Net income (loss) attributable to the Company

 

$

(89,254

)

 

$

2,671,948

 

$

2,400,122

 

$

2,400,122

Weighted average shares outstanding, basic and diluted

 

 

1,917,552

 

 

 

   

 

13,800,200

 

 

9,978,578

   

 

 

 

 

 

   

 

   

 

 

Basic and diluted (loss) income per share

 

$

(0.28

)

 

 

   

$

0.17

 

$

0.24

 

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

   

Greenland
(Historical)

 

Zhongchai
Holding
(Historical)

 

Combined
Pro Forma –
No
Redemptions

 

Combined Pro
Forma –
Maximum
Redemptions

Statements of Operations Data:

 

 

 

 

 

 

   

 

   

 

 

Total revenue

 

$

 

 

$

60,213,088

 

$

60,213,088

 

$

60,213,088

Costs of goods sold

 

 

 

 

 

46,139,858

 

 

46,139,858

 

 

46,139,858

Total operating expenses

 

 

372,998

 

 

 

5,375,978

 

 

5,748,976

 

 

5,748,976

(Loss) income from operations

 

 

(372,998

)

 

 

8,697,252

 

 

8,324,254

 

 

8,324,254

Net income (loss)

 

 

(66,784

)

 

 

6,623,551

 

 

6,295,488

 

 

6,295,488

Net income attributable to noncontrolling interests

 

 

 

 

 

741,077

 

 

741,077

 

 

741,077

Net income (loss) attributable to the Company

 

$

(66,784

)

 

$

5,882,474

 

$

5,554,411

 

$

5,554,411

Weighted average shares outstanding, basic and diluted

 

 

1,415,310

 

 

 

   

 

13,800,200

 

 

9,924,742

Basic and diluted (loss) income per share

 

$

(0.24

)

 

 

   

$

0.40

 

$

0.56

2

 

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

   

Greenland
(Historical)

 

Zhongchai
Holding
(Historical)

 

Combined
Pro Forma –
No
Redemptions

 

Combined Pro
Forma –
Maximum
Redemptions

Balance Sheet Data:

 

 

   

 

   

 

   

 

 

Cash and cash equivalents

 

$

344,842

 

$

4,714,552

 

$

46,878,808

 

$

8,706,520

Restricted cash

 

$

 

$

562,945

 

$

562,945

 

$

562,945

Marketable securities held in trust account

 

$

44,829,414

 

$

 

$

 

$

Total assets

 

$

45,227,064

 

$

106,473,436

 

$

148,690,500

 

$

110,518,212

Current maturities of long-term debt

 

$

 

$

34,049,066

 

$

34,049,066

 

$

34,049,066

Long-term debt, net of current maturities

 

$

 

$

1,818,235

 

$

1,818,235

 

$

1,818,235

Total liabilities

 

$

1,290,451

 

$

63,940,371

 

$

63,985,146

 

$

63,985,146

Ordinary shares subject to possible redemption

 

$

38,936,612

 

$

 

$

 

$

Total shareholders’ equity

 

$

5,000,001

 

$

42,533,065

 

$

84,705,354

 

$

46,533,066

3

COMPARATIVE PER SHARE INFORMATION

The following table sets forth historical comparative per share information of Greenland and Zhongchai Holding on a stand-alone basis and the unaudited pro forma condensed combined per share information after giving effect to the Business Combination, (1) assuming no Greenland shareholders exercise their Redemption Rights with respect to their Public Shares upon the consummation of the Business Combination; and (2) assuming that Greenland shareholders exercise their Redemption Rights with respect to a maximum of 3,821,622 Public Shares upon consummation of the Business Combination. There could be more Public Shares redeemed as long as Greenland has at least $5,000,001 of net tangible assets upon consummation of the Business Combination.

The historical information should be read in conjunction with the information in the sections entitled “Selected Historical Financial Information of Greenland” and “Selected Historical Consolidated Financial and Other Data of Zhongchai Holding” and the historical financial statements of Greenland and Zhongchai Holding included elsewhere in the Definitive Proxy Statement. The unaudited pro forma condensed combined per share information is derived from, and should be read in conjunction with, the information contained in the section of the Definitive Proxy Statement entitled “Selected Unaudited Pro Forma Condensed Combined Financial Information.”

The unaudited pro forma combined share information does not purport to represent what the actual results of operations of the Company would have been had the Business Combination been completed or to project the Company’s results of operations that may be achieved after the Business Combination. The unaudited pro forma shareholders’ equity per share information below does not purport to represent what the value of Zhongchai Holding and Greenland would have been had the Business Combination been completed nor the shareholders’ equity per share for any future date or period.

 

Greenland
(Historical)

 

Zhongchai
Holding
(Historical)

 

Combined
Pro Forma –
No
Redemptions

 

Combined
Pro Forma –
Maximum
Redemptions

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

 

 

 

 

 

 

   

 

   

 

 
   

 

 

 

 

 

   

 

   

 

 

Net (loss) income

 

$

(89,254

)

 

$

2,671,948

 

$

2,400,122

 

$

2,400,122

Shareholders’ equity

 

$

5,000,001

 

 

$

42,533,065

 

$

84,705,354

 

$

46,533,066

Weighted average ordinary shares outstanding – basic and diluted

 

 

1,917,552

 

 

 

n/a

 

 

13,800,200

 

 

9,978,578

Net (loss) income per share attributable to ordinary shares – basic and diluted

 

$

(0.28

)

 

$

n/a

 

$

0.17

 

$

0.24

Shareholders’ equity per share – basic and diluted

 

$

2.61

 

 

$

n/a

 

$

6.14

 

$

4.66

   

 

 

 

 

 

   

 

   

 

 

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

 

 

 

 

 

 

   

 

   

 

 
   

 

 

 

 

 

   

 

   

 

 

Net (loss) income

 

$

(66,784

)

 

$

5,882,474

 

$

5,554,411

 

$

5,554,411

Weighted average ordinary shares outstanding – basic and diluted

 

 

1,415,310

 

 

 

n/a

 

 

13,800,200

 

 

9,924,742

Net (loss) income per share attributable to ordinary shares – basic and diluted

 

$

(0.24

)

 

$

n/a

 

$

0.40

 

$

0.56

4

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Introduction

Greenland is providing the following unaudited pro forma combined financial information to aid you in your analysis of the financial aspects of the Business Combination.

The unaudited pro forma combined balance sheet as of May 31, 2019 gives pro forma effect to the Business Combination as if it had been consummated as of that date. The unaudited pro forma combined statements of operations for the six months ended May 31, 2019 and year ended November 30, 2018 give pro forma effect to the Business Combination as if it had occurred as of the earliest period presented. This information should be read together with Zhongchai Holding’s and Greenland’s respective audited and unaudited financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Zhongchai Holding,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Greenland” and other financial information included elsewhere in the Definitive Proxy Statement.

The unaudited pro forma combined balance sheet as of May 31, 2019 has been prepared using the following:

•        Zhongchai Holding’s unaudited historical consolidated balance sheet as of June 30, 2019, as included elsewhere in the Definitive Proxy Statement; and

•        Greenland’s unaudited historical balance sheet as of May 31, 2019, as included elsewhere in the Definitive Proxy Statement.

The unaudited pro forma combined statement of operations for the six months ended May 31, 2019 has been prepared using the following:

•        Zhongchai Holding’s unaudited historical consolidated statement of operations and comprehensive income for the six months ended June 30, 2019, as included elsewhere in the Definitive Proxy Statement; and

•        Greenland’s unaudited historical statement of operations for the six months ended May 31, 2019, as included elsewhere in the Definitive Proxy Statement.

The unaudited pro forma combined statement of operations for the year ended November 30, 2018 has been prepared using the following:

•        Zhongchai Holding’s audited historical consolidated statement of operations and comprehensive income for the year ended December 31, 2018, as included elsewhere in the Definitive Proxy Statement; and

•        Greenland’s audited historical statement of operations for the period from December 28, 2017 (inception) through November 30, 2018, as included elsewhere in the Definitive Proxy Statement.

Description of the Transaction

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.

Accounting for the Transaction

The Business Combination will be accounted for as a reverse merger, accompanied by a recapitalization, in accordance with U.S. GAAP. Under this method of accounting, Greenland will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Zhongchai Equity Holder controlling the majority of the relative voting rights, Zhongchai Equity Holder being expected to have the largest interest of the combined company, Zhongchai Holding’s senior management comprising the senior management of the combined company, the relative size of Zhongchai Holding compared to Greenland, and Zhongchai Holding’s operations comprising the ongoing operations of the combined company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Zhongchai Holding issuing stock for the net assets of Greenland, accompanied by a recapitalization. The net assets of Greenland will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Zhongchai Holding.

5

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination, are factually supportable, and as it relates to the unaudited pro forma combined statements of operations, are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited pro forma combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Business Combination.

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. There could be more Public Shares redeemed as long as Greenland has at least $5,000,001 of net tangible assets upon consummation of the Business Combination. Scenario 2 includes all adjustments contained in Scenario 1 and presents additional adjustments to reflect the effect of the maximum Redemptions.

Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements are 7,500,000 Greenland Shares to be issued to the Zhongchai Equity Holder under Scenarios 1 and 2.

As a result of the Business Combination and immediately following the Closing, assuming no Greenland shareholders elect to redeem their shares for cash, the Zhongchai Equity Holder is expected to own approximately 54.3% of the outstanding Greenland Shares, Hanyi Zhou, an independent third party that acted as a finder in connection with the Business Combination, is expected to own approximately 0.4% 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, approximately 0.2% held by Chardan and approximately 10.0% held by the Sponsor), based on the number of Greenland shares outstanding as of May 31, 2019 (in each case, not giving effect to any shares issuable to them upon exercise of Warrants). As a result, Zhongchai Equity Holder will be the single largest shareholder of Greenland following consummation of the Business Combination with no current shareholder of Greenland owning more than 10% of the issued and outstanding Greenland Shares.

If 3,821,622 Greenland Shares are redeemed for cash, which assumes the maximum Redemption of Greenland’s shares and providing for a minimum net tangible asset value of $5,000,001 after giving effect to payments to redeeming shareholders, the Zhongchai Equity Holder is expected to own approximately 75.2% of the outstanding Greenland Shares, Hanyi Zhou, an independent third party that acted as a finder in connection with the Business Combination, is expected to own approximately 0.5% of the outstanding Greenland Shares and the current holders of Greenland Shares are expected to own approximately 24.3% of the outstanding Greenland Shares (approximately 10.2% held by the Public Shareholders, approximately 0.2% held by Chardan and approximately 13.9% held by the Sponsor) to be outstanding immediately after the Business Combination (in each case, not giving effect to any shares issuable to them upon exercise of Warrants).

6

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

         

Scenario 1
Assuming No
Redemptions into Cash

 

Scenario 2
Assuming Maximum
Redemptions into Cash

   

(A)
Zhongchai

 

(B)
Greenland

 

Pro Forma
Adjustments

 

Pro Forma
Balance Sheet

 

Pro Forma
Adjustments

 

Pro Forma
Balance Sheet

Assets

 

 

   

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

Current assets:

 

 

   

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,714,552

 

$

344,842

 

 

$

44,829,414

(1)

 

 

   

 

 

 

 

 

 
   

 

   

 

 

 

 

 

(250,000

)(2)

 

 

   

$

764,324

(3)

 

 

 
   

 

   

 

 

 

 

 

(2,760,000

)(3)

 

$

46,878,808

 

 

(38,936,612

)(4)

 

$

8,706,520

Restricted cash

 

 

562,945

 

 

 

 

 

 

 

 

562,945

 

 

 

 

 

562,945

Notes receivable

 

 

14,972,902

 

 

 

 

 

 

 

 

14,972,902

 

 

 

 

 

14,972,902

Accounts receivables, net

 

 

12,856,480

 

 

 

 

 

 

 

 

12,856,480

 

 

 

 

 

12,856,480

Inventories

 

 

12,419,855

 

 

 

 

 

 

 

 

12,419,855

 

 

 

 

 

12,419,855

Prepaid expenses and other current assets

 

 

285,435

 

 

52,808

 

 

 

 

 

 

338,243

 

 

 

 

 

338,243

Total Current Assets

 

 

45,812,169

 

 

397,650

 

 

 

41,819,414

 

 

 

88,029,233

 

 

(38,172,288

)

 

 

49,856,945

Marketable securities held in Trust Account

 

 

 

 

44,829,414

 

 

 

(44,829,414

)(1)

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

21,327,045

 

 

 

 

 

 

 

 

21,327,045

 

 

 

 

 

21,327,045

Land use rights, net

 

 

3,964,270

 

 

 

 

 

 

 

 

3,964,270

 

 

 

 

 

3,964,270

Deferred tax assets

 

 

533,908

 

 

 

 

 

 

 

 

533,908

 

 

 

 

 

533,908

Goodwill

 

 

3,947

 

 

 

 

 

 

 

 

3,947

 

 

 

 

 

3,947

Due from related parties

 

 

34,030,261

 

 

 

 

 

 

 

 

34,030,261

 

 

 

 

 

34,030,261

Other assets

 

 

801,836

 

 

 

 

 

 

 

 

801,836

 

 

 

 

 

801,836

Total Assets

 

$

106,473,436

 

$

45,227,064

 

 

$

(3,010,000

)

 

$

148,690,500

 

$

(38,172,288

)

 

$

110,518,212

   

 

   

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

   

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

Current liabilities:

 

 

   

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

Current maturities of long-term debt

 

$

34,049,066

 

$

 

 

$

 

 

$

34,049,066

 

$

 

 

$

34,049,066

Accounts payable and accrued expenses

 

 

16,710,619

 

 

44,775

 

 

 

 

 

 

16,755,394

 

 

 

 

 

16,755,394

Taxes payable

 

 

97,675

 

 

 

 

 

 

 

 

97,675

 

 

 

 

 

97,675

Customer deposits

 

 

62,941

 

 

 

 

 

 

 

 

62,941

 

 

 

 

 

62,941

Promissory note – related party

 

 

 

 

250,000

 

 

 

(250,000

)(2)

 

 

 

 

 

 

 

Due to related party

 

 

3,617,753

 

 

 

 

 

 

 

 

3,617,753

 

 

 

 

 

3,617,753

Other current liabilities

 

 

2,706,477

 

 

 

 

 

 

 

 

2,706,477

 

 

 

 

 

2,706,477

Total Current Liabilities

 

 

57,244,531

 

 

294,775

 

 

 

(250,000

)

 

 

57,289,306

 

 

 

 

 

57,289,306

Long-term debt

 

 

1,818,235

 

 

 

 

 

 

 

 

1,818,235

 

 

 

 

 

1,818,235

Deferred underwriting fee

 

 

 

 

995,676

 

 

 

(995,676

)(3)

 

 

 

 

 

 

 

Other liabilities

 

 

4,877,605

 

 

 

 

 

 

 

 

4,877,605

 

 

 

 

 

4,877,605