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Item
2.01.
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Completion
of Acquisition of Disposition of Assets.
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THE
SHARE EXCHANGE AND RELATED TRANSACTIONS
The
disclosure set forth under “Introductory Note” above is incorporated in this Item 2.01 by reference. The material
terms and conditions of the Share Exchange Agreement and its related agreements are described on pages 59 to 69 of the Company
(formerly known as “Greenland Acquisition Corporation”)’s definitive proxy statement dated September 26, 2019
(the “Definitive Proxy Statement”) in the section entitled “Proposal 1: The Business Combination Proposal—The
Share Exchange Agreement,” which is incorporated by reference herein.
DESCRIPTION
OF BUSINESS
The
business of the Company after the Business Combination is described in Definitive Proxy Statement in the section entitled “Information
about Zhongchai Holding” beginning on page 136 and that information is incorporated herein by reference.
Specifically,
subsections “Overview” begins on page 136, “Strategic Growth Opportunity in the Robotic Carrier Market”
begins on page 136, “Corporate Structure and History” begins on page 138, “Products” begins on page 138,
“Competitive Strengths” begins on page 139, “Business Strategies” begins on page 141, “Customers”
begins on page 142, “Suppliers” begins on page 142, “Production” begins on page 143, “Inventory
and Warehousing” begins on page 143, “Research and Development” begins on page 143, “Properties”
begins on page 143, “Trademarks and Other Intellectual Property” begins on page 144, “Sales and Marketing”
begins on page 144, “Competition” begins on page 144, “Employees” begins on page 145, “PRC Law and
Regulation” begins on page 145, and “Legal Proceedings” begins on page 149.
RISK
FACTORS
The
risks associated with the Company’s business are described in the Definitive Proxy Statement in the section entitled “Risk
Factors” beginning on page 25 and are incorporated herein by reference. Specifically, subsections “Risk Related
to the Business Combination” begins on page 25, “Risks Related to Zhongchai Holding’s Business” begins
on page 32, “Risks Related to Doing Business in China” begins on page 38, and “Risk Related to Greenland”
begins on page 49.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
disclosure contained in the Definitive Proxy Statement with section entitled “Management’s Discussion and Analysis
of Financial Condition And Results of Operations of Greenland” beginning on page 117 is incorporated herein by reference.
Specifically, subsections “Results of Operations” begins on page 118, “Liquidity and Capital Resources”
begins on page 118, “Off-balance Sheet Financing Arrangements” begins on page 119, “Contractual Obligations”
begins on page 119, and “Critical Accounting Policies” begins on page 119.
BENEFICIAL
OWNERSHIP OF SECURITIES
The
disclosure contained in the Definitive Proxy Statement with section entitled “Beneficial Ownership of Securities”
beginning on page 131 is incorporated herein by reference.
MANAGEMENT
AFTER THE BUSINESS COMBINATION
The
disclosure contained in the Definitive Proxy Statement with section entitled “Management of the Company Following the
Business Combination” beginning on page 165 is incorporated herein by reference. Specifically, subsections “Officers,
Directors and Key Employees” begins on page 165, “Corporate Governance Guidelines and Code of Business Conduct”
begins on page 166, “Directors Independence” begins on page 166, “Board Leadership Structure” begins on
page 167, “Committees of the Board of Directors” begins on page 167, “Compensation Committee Interlocks and
Insider Participation” begins on page 168, and “Related Person Policy of the Company” begins on page 169.
DIRECTOR
COMPENSATION
The
disclosure contained in the Definitive Proxy Statement with section entitled “Director Compensation” beginning
on page 164 is incorporated herein by reference.
EXECUTIVE
COMPENSATION
The
disclosure contained in the Definitive Proxy Statement with section entitled “Executive Compensation of Zhongchai Holding”
beginning on page 164 is incorporated herein by reference.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
The
certain relationships and related party transactions of Greenland and Zhongchai Holding are described in the Definitive Proxy
Statement in the section entitled “Certain Relationship and Related Party Transactions” beginning on page 133
and are incorporated herein by reference. Specifically, subsections “Greenland Related Person Transactions”
begins on page 133, “Zhongchai Holding Related Person Transactions” begins on page 134, “Post-Business Combination
Arrangements” begins on page 135, and “Statement of Policy Regarding Transactions with Related Persons” begins
on page 135.
DESCRIPTION
OF SECURITIES
The
disclosure contained in the Definitive Proxy Statement with section entitled “Description of Greenland’s Securities”
beginning on page 121 is incorporated herein by reference. Specifically, subsections “General” begins on page 121,
“Units” begins on page 121, “Founder Shares” begins on page 123, “Preferred Shares” begins
on page 123, “Rights” begins on page 124, “Redeemable Warrants” begins on page 125, “Purchase Option”
begins on page 126, “Dividends” begins on page 127, “Private Placement Units” begins on page 127, “Our
Transfer Agent, Rights Agent and Warrant Agent” begins on page 127, “Memorandum and Articles of Association”
begins on page 127, “Changes in Authorized Shares” begins on page 128, “Pre-emption Rights” begins on
page 128, “Variation of Rights of Shares” begins on page 129, and “Registration Rights” begins on page
129.
LEGAL
PROCEEDINGS
From
time to time, the Company may be involved in various claims and legal proceedings arising in the ordinary course of business.
Neither
Zhongchai Holding nor Greenland is currently a party to any such claims or proceedings which, if decided adversely to the Company,
would either, individually or in the aggregate, have a material adverse effect on the Company’s business, financial condition,
results of operations or cash flows.
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
Our
Memorandum and Articles of Association (the “Memorandum and Articles of Association”), as amended, the BVI Business
Companies Act, 2004, the Insolvency Act, 2003 of the British Virgin Islands, each of which as amended, and the common law of British
Virgin Islands allow us to indemnify our officers and directors from certain liabilities. Our Articles provides that the Company
may indemnify, hold harmless and exonerate against all direct and indirect costs, fees and expenses of any type or nature whatsoever,
any person who (a) is or was a party or is threatened to be made a party to any proceeding by reason of the fact that such person
is or was a director, officer, key employee, adviser of the Company or who at the request of the Company; or (b) is or was, at
the request of the Company, serving as a director of, or in any other capacity is or was acting for, another company.
The
Company will only indemnify the individual in question if the relevant indemnitee acted honestly and in good faith with a view
to the best interests of the Company and, in the case of criminal proceedings, the indemnitee had no reasonable cause to believe
that his conduct was unlawful. The decision of the board of directors of the Company (the “Board”) as to whether an
indemnitee acted honestly and in good faith and with a view to the best interests of the Company and as to whether such indemnitee
had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of our
Articles, unless a question of law is involved.
The
termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by
itself, create a presumption that the relevant indemnitee did not act honestly and in good faith and with a view to the best interests
of the Company or that such indemnitee had reasonable cause to believe that his conduct was unlawful.
The
Company may purchase and maintain insurance, purchase or furnish similar protection or make other arrangements including, but
not limited to, providing a trust fund, letter of credit, or surety bond in relation to any indemnitee or who at the request of
the Company is or was serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another
company, against any liability asserted against the person and incurred by him in that capacity, whether or not the Company has
or would have had the power to indemnify him against the liability as provided in the Memorandum and Articles of Association.