NEW YORK, Oct. 17, 2019 /PRNewswire/ -- Greenland
Acquisition Corporation (NASDAQ: GLAC) ("Greenland" or the "Company") announced today
that its special meeting of shareholders in lieu of an annual
meeting (the "Special Meeting") to approve the proposed business
combination with Zhongchai Holding (Hong
Kong) Limited ("Zhongchai Holding"), pursuant to a Share
Exchange Agreement dated as of July 12,
2019 (as may be amended or supplemented from time to time,
the "Share Exchange Agreement") among Greenland, Zhongchai Holding and certain other
parties, and related matters, scheduled for and convened on
October 17, 2019 , was adjourned to
provide additional time for voting on the proposals to be presented
at the Special Meeting. At the Special Meeting, the Company's
shareholders approved a proposal to adjourn the Special Meeting
until 10:00 a.m., Eastern Time, on
October 24, 2019. At such time, the
Special Meeting will re-convene at the offices of Ellenoff Grossman
& Schole LLP, at 1345 Avenue of the Americas, New York, NY 10105. 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.
The record date for the Special Meeting remains the close of
business on September 18, 2019 (the
"Record Date"). No action is required by any Company shareholder
who has previously delivered a proxy card and who does not wish to
revoke or change such proxy card. Information about voting or
revoking a proxy is set forth in the proxy statement filed by the
Company with the Securities and Exchange Commission ("SEC") on
September 26, 2019 (as it may be
further amended and/or supplemented from time to time, the "Proxy
Statement"). No changes have been made in the proposals to be voted
on by shareholders at the adjourned portion of the Special
Meeting.
Greenland strongly advises all
its shareholders to read the Proxy Statement and other proxy
materials relating to the Special Meeting because they contain
important information. Such materials are available at no charge on
the SEC website at www.sec.gov. In addition, copies of the Proxy
Statement and other documents may be obtained free of charge by
directing a written request to:
Greenland Acquisition Corporation
Suite 906, Tower W1, Oriental Plaza
No. 1 East Chang'an Street
Dongcheng District, Beijing
People's Republic of China
100006
Voting Instructions
All Greenland shareholders as
of the Record Date can vote, even if they have subsequently sold
their shares, and Greenland
encourages its shareholders to do so before 11:59 p.m. Eastern Time on October 23, 2019. Shareholders are reminded that
their votes are extremely important and are urged to complete,
sign, date and mail their proxy card at their earliest convenience.
Shareholders may also vote by telephone or via the Internet by
following the instructions printed on the proxy card.
If you need any assistance in voting your shares, please call
our proxy solicitor, Advantage Proxy, at 1-877-870-8565 (toll
free); or email at ksmith@advantageproxy.com.
Redemption Rights
GREENLAND SHAREHOLDERS ELECTING
TO EXERCISE THEIR REDEMPTION RIGHTS ARE ADVISED TO REVIEW AND
COMPLY WITH THE PROVISIONS WITH RESPECT THERETO IN THE PROXY
STATEMENT.
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU
WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE
GREENLAND PROPOSALS. YOU MAY SEEK
TO HAVE YOUR SHARES REDEEMED REGARDLESS OF WHETHER YOU VOTE FOR OR
AGAINST THE BUSINESS COMBINATION, OR WHETHER OR NOT YOU WERE
HOLDERS OF GREENLAND SHARES AS OF
THE RECORD DATE OR ACQUIRED YOUR SHARES AFTER THE RECORD DATE. TO
EXERCISE YOUR REDEMPTION RIGHTS, YOU ARE NOT REQUIRED TO VOTE
EITHER FOR OR AGAINST THE GREENLAND BUSINESS COMBINATION PROPOSAL OR ANY
OTHER PROPOSAL. HOWEVER, YOU MUST DEMAND THAT GREENLAND REDEEM YOUR SHARES INTO A PRO RATA
PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR
SHARES TO GREENLAND'S TRANSFER
AGENT ON OR BEFORE 5:00 PM, EASTERN
TIME, ON OCTOBER 23, 2019 (TWO
(2) BUSINESS DAYS PRIOR TO THE VOTE ON THE GREENLAND BUSINESS COMBINATION PROPOSAL). YOU
MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE
TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY
USING THE DEPOSITORY TRUST COMPANY'S DEPOSIT/WITHDRAWAL AT
CUSTODIAN SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED,
THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE
SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT
EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR
ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE
SECTION OF THE PROXY STATEMENT ENTITLED "SPECIAL MEETING —
REDEMPTION RIGHTS" FOR MORE SPECIFIC INSTRUCTIONS
Additional Information and Where You Can Find It
In connection with the proposed business combination and related
transaction, Greenland filed the
Proxy Statement with the SEC on September
26, 2019. Investors and securityholders of Greenland and Zhongchai Holding are urged to
read the Proxy Statement, which contains important information
about Greenland and Zhongchai
Holding, before making any voting or investment decision with
respect to the proposed business combination and related
transactions. The Proxy Statement and other relevant materials, and
any other documents filed by Greenland with the SEC, may be obtained free
of charge at the SEC web site at www.sec.gov.
About Greenland
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.
Forward-Looking Statements
As previously disclosed in a Current Report on Form 8-K filed on
July 12, 2019, Greenland entered into a share exchange
agreement (the "Share Exchange Agreement") with Zhongchai Holding,
Greenland Asset Management Corporation, a British Virgin Islands company with limited
liability, in the capacity thereunder as the purchaser
representative, and Cenntro Holding Limited, the sole member of
Zhongchai Holding, pursuant to which, among other things and
subject to the terms and conditions contained therein, Greenland has agreed to acquire all of the
outstanding capital stock of Zhongchai Holding through a share
exchange, with Zhongchai Holding becoming a direct wholly owned
subsidiary of Greenland (the
"Business Combination").
This press release contains statements that may constitute
"forward-looking statements," Forward-looking statements are
subject to numerous conditions, many of which are beyond the
control of Greenland, including
those set forth in the Risk Factors section of Greenland's Annual Report on Form 10-K filed
with the SEC. Copies are available on the SEC's website,
www.sec.gov. Words such as "expect," "estimate," "project,"
"budget," "forecast," "anticipate," "intend," "plan," "may,"
"will," "could," "should," "believes," "predicts," "potential,"
"continue," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements
include, without limitation, Greenland's expectations with respect to
future performance, anticipated financial impacts of the business
transaction; approval of the business transaction by shareholders;
the satisfaction of the closing conditions to the business
transaction; and the timing of the completion of the business
transaction. Greenland undertakes
no obligation to update these statements for revisions or changes
after the date of this release, except as required by
law.
Such forward-looking statements relate to future events or
future performance, but reflect the parties' current beliefs, based
on information currently available. Most of these factors are
outside the parties' control and are difficult to predict. A number
of factors could cause actual events, performance or results to
differ materially from the events, performance and results
discussed in the forward-looking statements. Factors that may cause
such differences include: business conditions; natural disasters;
changing interpretations of U.S. Generally Accepted Accounting
Principles; outcomes of government reviews; inquiries and
investigations and related litigation; continued compliance with
government regulations; changes in legislation or regulatory
environments, requirements or changes adversely affecting the
business of Greenland and
Zhongchai Holding, including but not limited the reaction of
Zhongchai Holding customers to the Business Combination,
difficulties in maintaining and managing continued growth,
restrictions on the ability to make dividend payments, and general
economic conditions; geopolitical events and regulatory changes;
and the failure to maintain the listing of Greenland's securities on the Nasdaq Stock
Market. Other factors include the possibility that the Business
Combination does not close or the occurrence of any event, change
or other circumstances that could give rise to the termination of
the Share Exchange Agreement, including due to the failure to
receive required shareholder approvals, or the failure of other
closing conditions.
The foregoing list of factors is not exclusive. Additional
information concerning these and other risk factors are contained
in Greenland's most recent filings
with the SEC. All subsequent written and oral forward-looking
statements concerning Greenland
and Zhongchai Holding, the business transaction or other matters
and attributable to Greenland,
Zhongchai Holding, and Zhongchai Holding's shareholder or any
person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above. Readers are cautioned
not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. Neither Greenland, nor Zhongchai Holding or Zhongchai
Holding's shareholder undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statement to reflect any change in their
expectations or any change in events, conditions or circumstances
on which any such statement is based.
Company Contact:
Greenland Acquisition Corporation
Yanming Liu
+ (86) 010-53607082
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SOURCE Greenland Acquisition Corporation