BEIJING, Sept. 11, 2019 /PRNewswire/ -- Greenland
Acquisition Corporation ("Greenland") (NASDAQ: GLAC), a blank check
company formed for the purpose of acquiring one or more businesses
or entities, announced today that it has entered into subscription
agreements with certain investors, pursuant to which Greenland has agreed to issue and sell an
aggregate of $6,000,000 of its
ordinary shares at $10.25 per
share in a private placement to investors ("Private Placement").
The closing of the Private Placement is conditioned on the closing
of Greenland's business
combination with Zhongchai Holding (Hong
Kong) Limited occurring concurrently with or immediately
following the closing of the Private Placement. The investors in
the Private Placement will have the right to purchase backstop
shares in open market purchases or in privately negotiated
transactions with third parties, subject to certain conditions, in
lieu of purchasing shares in the Private Placement.
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
(Hong Kong) Limited, a company
incorporated under the laws of Hong
Kong ("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").
Shareholders of Greenland and
other interested persons are advised to read Greenland's preliminary proxy statement and,
when available, definitive proxy statement to be filed with U.S.
Securities and Exchange Commission ("SEC"), in connection with
Greenland's solicitation of
proxies for a special meeting in lieu of an annual meeting because
these documents will contain important information. Such persons
can also read such proxy statement and Greenland's Annual Report on Form
10-K for the fiscal year ended November
30, 2018 for a description of the security holdings of the
Greenland officers and directors
and their respective interests as shareholders in the consummation
of Business Combination. Greenland's definitive proxy statement will be
delivered to shareholders of Greenland as of a record date established for
voting on the business transaction. Shareholders will also be able
to obtain a copy of such documents, without charge, by directing a
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. These documents, once available, as well as
Greenland's Annual Report
on Form 10-K for the year ended November 30, 2018 and subsequent quarterly and
current reports, can also be obtained, without charge, at the SEC's
website (http://www.sec.gov).
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
