BEIJING and HANGZHOU, China, July
12, 2019 /PRNewswire/ -- Greenland Acquisition Corporation
(the "Company" or "Greenland")
(NASDAQ: GLAC), a blank check company formed for the purpose of
acquiring one or more businesses or entities, announced today that
it has signed a definitive share exchange agreement with Zhongchai
Holding (Hong Kong) Limited
("Zhongchai Holding"), a leading developer and manufacturer of
transmission products for material handling machineries in
China. In addition, Zhongchai
Holding has developed robotic cargo carriers, which it plans to
produce and sell in the near future. Upon closing, Zhongchai
Holding will become a wholly-owned subsidiary of Greenland, and Zhongchai Holding's majority
owned subsidiaries will become the operating entities of the
Company. In addition, the Company will change its name to Greenland
Technologies Holding Corporation.
Zhongchai Holding's transmission products are key components for
forklift trucks used in manufacturing and logistic applications.
Zhongchai Holding's revenues increased from approximately
$49.1 million in 2017 to
approximately $60.2 million in 2018
and its net income increased to approximately $6.6 million in 2018 from a net loss of
approximately $3.3 million in 2017.
Following the closing, Zhongchai Holding's key executives are
expected to remain as key executives of the combined company and
continue to drive business growth.
Yanming Liu, Chairman and Chief
Executive Officer of Greenland
said, "On behalf of Greenland and
our sponsor, Greenland Asset Management Corporation, we are
extremely excited about the acquisition of Zhongchai Holding.
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. Mr. Peter Zuguang
Wang and his team have many years of experience in the
transportation industry. Zhongchai Holding is well-positioned for
future growth, particularly with respect to the robotic product
that Zhongchai Holding developed and expects to begin manufacturing
and selling in the near future. With their experience and insights,
we believe Zhongchai Holding has the potential to generate
long-term value to Greenland's
shareholders. We are thrilled to be part of the next stage in this
company's life cycle and look forward to helping create value for
our shareholders."
Peter Zuguang Wang, sole director of Zhongchai Holding, also
expressed his confidence in the proposed acquisition and of
Zhongchai Holding becoming a U.S. public company. "We believe that
as a Nasdaq-listed company, Zhongchai Holding can achieve its goals
faster, taking advantage of the resources from the public capital
markets to bring innovations to traditional
transmission products as well as robotic cargo
carriers quickly, motivate our workforce and grow together
with our customers and partners to new and higher levels. With a
widely-recognized brand in China,
a growing customer base, a strong R&D team and a new robotic
product expected to hit the market in the near future, Zhongchai
Holding has many exciting growth opportunities going forward that
we believe will create value to our investors."
Transaction Details
Under the terms of the share exchange agreement, Greenland will acquire all of the outstanding
equity interests of Zhongchai Holding from Zhongchai Holding's
shareholder in exchange for 7,500,000 newly issued ordinary shares
of Greenland. 10% of the ordinary shares payable to Zhongchai
Holding's shareholder in the transaction will be held in escrow for
18 months after the closing as security for Zhongchai Holding's and
such shareholder's indemnification obligations under the share
exchange agreement.
The board of directors of the Company after the closing will
consist of five directors, who will be appointed prior to the
closing, four of which will be independent. The four nominees of
the independent directors are Messrs. Yanming Liu, Hong Liang
Lu, Min Zhang and
Everett Xiaolin Wang.
The transaction is subject to the satisfaction of customary
closing conditions, including approval of Greenland's shareholders. The transaction
is expected to close by the end of 2019, promptly following
Greenland's special shareholders'
meeting to approve the transaction.
Ellenoff Grossman & Schole LLP and Ogier are acting as legal
advisors to Greenland. T&C Law
Firm is acting as legal advisor to Zhongchai Holding.
The description of the transaction contained herein is only a
summary and is qualified in its entirety by reference to the
definitive share exchange agreement relating to the transaction, a
copy of which will be filed by Greenland with the Securities and Exchange
Commission (the "SEC") as an exhibit to a Current Report on Form
8-K.
About Greenland Acquisition Corporation
Greenland Acquisition Corporation is a blank check company
formed 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.
About Zhongchai Holding (Hong Kong) Limited
Zhongchai Holding (Hong Kong)
Limited is a holding company incorporated under the laws of
Hong Kong. It is a developer and
manufacturer of traditional transmission products for material
handling machineries and a developer of a robotic cargo carrier
prototype expected to be available for commercial use in the near
future in China.
Additional Information About the Transaction and Where to
Find it
The proposed transaction will be submitted to shareholders of
Greenland for their approval. In
connection with that approval, Greenland intends to file with the SEC a proxy
statement containing information about the proposed transaction and
the respective businesses of Zhongchai Holding and Greenland. Greenland will mail a definitive proxy
statement and other relevant documents to its shareholders after
the SEC completes its review. Greenland shareholders are urged to read the
preliminary proxy statement and any amendments thereto and the
definitive proxy statement in connection with Greenland's solicitation of proxies for the
special meeting to be held to approve the proposed transaction,
because these documents will contain important information about
Greenland, Zhongchai Holding and
the proposed transaction. The definitive proxy statement will be
mailed to shareholders of Greenland as of a record date to be
established for voting on the proposed transaction. Shareholders
will also be able to obtain a free copy of the proxy statement, as
well as other filings containing information about Greenland without charge, at the SEC's website
(www.sec.gov).
Participants in the Solicitation
Greenland and its directors and
executive officers and other persons may be deemed to be
participants in the solicitations of proxies from Greenland's shareholders in respect of the
proposed transaction. Information regarding Greenland's directors and executive officers
is available in Greenland's annual
report on Form 10-K filed with the SEC. Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests will be
contained in the proxy statement when it becomes available.
Disclaimer
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Forward-Looking Statements
This press release includes "forward-looking statements" that
involve risks and uncertainties that could cause actual results to
differ materially from what is expected. Words such as "expects",
"believes", "anticipates", "intends", "estimates", "seeks", "may",
"might", "plan", "possible", "should" and variations and similar
words and expressions are intended to identify such forward-looking
statements, but the absence of these words does not mean that a
statement is not forward-looking. Such forward-looking statements
relate to future events or future results, based on currently
available information and reflect Greenland management's current beliefs. A
number of factors could cause actual events or results to differ
materially from the events and results discussed in the
forward-looking statements. Such factors include, among other
things: the possibility that the business combination will not
close or that the closing may be delayed because conditions to the
closing may not be satisfied, including shareholder and other
approvals, the performances of Greenland and Zhongchai Holding, and the
ability of the combined company to meet the Nasdaq Capital Market's
listing standards; changes in the market for Zhongchai Holding's
products; Zhongchai Holding's inability to maintain sufficient
levels of liquidity and working capital; the reaction of Zhongchai
Holding customers to the business combination; failure of Zhongchai
Holding's new products to be successfully integrated into the
market; Zhongchai Holding's 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; unexpected costs, liabilities or
delays in the transaction; the outcome of any legal proceedings
related to the transaction; the occurrence of any event, change or
other circumstances that could give rise to the termination of the
transaction agreement; and general economic conditions. In
addition, please refer to the Risk Factors section of Greenland's Annual Report on Form 10-K for
additional information identifying important factors that could
cause actual results to differ materially from those anticipated in
the forward looking statements. Except as expressly required by
applicable securities law, Greenland disclaims any intention or
obligation to update or revise any forward looking statements
whether as a result of new information, future events or
otherwise.
Contact:
Greenland Acquisition Corporation
Yanming Liu
+(86) 010-53607082
Zhongchai Holding (Hong Kong)
Limited
Peter Zuguang Wang
+(86) 571-85775711
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SOURCE Greenland Acquisition Corporation