NASDAQ: GTEC
Greenland Technologies Holding Corp.CIK 0001735041 · SIC 3560 · General Industrial Machinery
Greenland Technologies Holding Corporation (the “Company” or “Greenland”) designs, develops, manufactures and sells components and products for the global material handling industries. About this business →
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Latest financial statements
From 10-Q filed Aug 14, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.
Consolidated Statements of Operations and Comprehensive Income (Unaudited)
| Description | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
|---|---|---|---|---|
| Revenues | 29,877,328 | 21,719,786 | 55,415,673 | 43,397,350 |
| Cost of goods sold | 20,335,719 | 15,969,005 | 37,114,802 | 30,985,619 |
| Gross profit | 9,541,609 | 5,750,781 | 18,300,871 | 12,411,731 |
| Selling expenses | 1,674,395 | 1,003,766 | 2,093,409 | 1,335,575 |
| General and administrative expenses | 837,194 | 6,626,542 | 2,679,622 | 8,065,530 |
| Research and development expenses | 1,046,955 | 443,720 | 1,825,174 | 525,177 |
| Total operating expenses | 3,558,544 | 8,074,028 | 6,598,205 | 9,926,282 |
| INCOME (LOSS) FROM OPERATIONS | 5,983,065 | (2,323,247) | 11,702,666 | 2,485,449 |
| Interest income | 23,109 | 170,917 | 396,433 | 311,957 |
| Interest expense | (10,453) | - | (43,833) | - |
| Change in fair value of the warrant liability | 104,937 | 81,739 | 52,010 | 291,033 |
| Other income | 79,979 | 159,739 | 825,687 | 441,820 |
| INCOME (LOSS) BEFORE INCOME TAX | 6,180,637 | (1,910,852) | 12,932,963 | 3,530,259 |
| INCOME TAX EXPENSE | 1,237,631 | 848,920 | 2,241,526 | 1,727,195 |
| NET INCOME (LOSS) | 4,943,006 | (2,759,772) | 10,691,437 | 1,803,064 |
| LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST | 1,439,551 | 465,496 | 2,187,502 | 1,024,549 |
| NET INCOME (LOSS) ATTRIBUTABLE TO GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES | 3,503,455 | (3,225,268) | 8,503,935 | 778,515 |
| OTHER COMPREHENSIVE INCOME: | 1,086,162 | 940,906 | 1,900,750 | 1,389,002 |
| Unrealized foreign currency translation income attributable to Greenland Technologies Holding Corporation and subsidiaries | 975,752 | 853,622 | 1,700,860 | 1,265,758 |
| Unrealized foreign currency translation income attributable to non-controlling interest | 110,410 | 87,284 | 199,890 | 123,244 |
| Total comprehensive income (loss) attributable to Greenland technologies holding corporation and subsidiaries | 4,479,207 | (2,371,646) | 10,204,795 | 2,044,273 |
| Total comprehensive income attributable to noncontrolling interest | 1,549,961 | 552,780 | 2,387,392 | 1,147,793 |
| WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING: | 26,544,222 | 16,099,824 | 24,162,323 | 14,875,091 |
| Basic and diluted | 0.13 | (0.20) | 0.35 | 0.05 |
Consolidated Balance Sheets (Unaudited)
| Description | June 30, 2026 | December 31, 2025 |
|---|---|---|
| ASSETS | ||
| Current assets | ||
| Cash and cash equivalents | 8,980,604 | 7,775,330 |
| Restricted cash | - | 71,540 |
| Short term investment | 23,330,932 | 24,454,701 |
| Notes receivable | 22,146,768 | 14,704,079 |
| Accounts receivable, net | 30,472,900 | 17,256,479 |
| Inventories, net | 24,623,617 | 24,377,036 |
| Due from related parties-current | 511,400 | 1,106,417 |
| Advance to suppliers | 91,112 | 80,757 |
| Fixed deposit-current | 3,099,212 | 2,966,386 |
| Prepayments and other current assets | 12,542,769 | 2,472,387 |
| Total Current Assets | 125,799,314 | 95,265,112 |
| Non-current asset | ||
| Property, plant and equipment, net | 12,636,194 | 11,889,147 |
| Land use rights, net | 3,381,779 | 3,325,188 |
| Intangible assets | 37,955 | 68,691 |
| Deferred tax assets | 460,304 | 446,613 |
| Fixed deposit-non current | 4,602,744 | 4,421,828 |
| Other non-current assets | 607,978 | 355,762 |
| Total non-current assets | 21,726,954 | 20,507,229 |
| TOTAL ASSETS | 147,526,268 | 115,772,341 |
| Current Liabilities | ||
| Notes payable-bank acceptance notes | 20,263,519 | 12,759,720 |
| Accounts payable | 35,032,772 | 25,604,917 |
| Taxes payables | 532,521 | 1,622,509 |
| Contract liabilities | 96,926 | 93,698 |
| Due to related parties | 5,371,788 | 5,275,011 |
| Other current liabilities | 2,440,568 | 2,941,871 |
| Total current liabilities | 63,738,094 | 48,297,726 |
| Non-current liabilities | ||
| Deferred revenue | 875,108 | 1,083,784 |
| Warrant liability | 18,900 | 70,910 |
| Total non-current liabilities | 894,008 | 1,154,694 |
| TOTAL LIABILITIES | 64,632,102 | 49,452,420 |
| COMMITMENTS AND CONTINGENCIES | - | - |
| Shareholders’ equity | ||
| Ordinary shares, no par value, unlimited shares authorized; nil and 17,394,226 shares issued and outstanding as of June 30, 2026 and December 31, 2025. | - | - |
| Class A Ordinary Shares, no par value, unlimited shares authorized; 20,532,482 and nil shares issued and outstanding as of June 30, 2026 and December 31, 2025. | - | - |
| Class B Ordinary Shares, no par value, unlimited shares authorized; 6,011,740 and nil shares issued and outstanding as of June 30, 2026 and December 31, 2025. | - | - |
| Additional paid-in capital | 38,602,913 | 33,017,917 |
| Statutory reserves | 3,842,331 | 3,842,331 |
| Retained earnings | 46,037,583 | 37,533,648 |
| Accumulated other comprehensive income (loss) | 248,450 | (1,452,410) |
| Total shareholders’ equity attributed to Greenland Technologies Holding Corporation and subsidiaries | 88,731,277 | 72,941,486 |
| Non-controlling interest | (5,837,111) | (6,621,565) |
| TOTAL SHAREHOLDERS’ EQUITY | 82,894,166 | 66,319,921 |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 147,526,268 | 115,772,341 |
Consolidated Statements of Cash Flows (Unaudited)
| Description | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||
| Net income | 10,691,437 | 1,803,064 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||
| Depreciation and amortization | 1,049,338 | 1,038,100 |
| Amortization of deferred revenue | (239,175) | (113,154) |
| Increase in allowance for credit losses | 40,732 | - |
| Write-off of inventory provision due to sale of previously impaired inventory | (181,901) | - |
| Change in fair value of warrant liability | (52,010) | (291,033) |
| Stock based compensation expense | - | 6,953,444 |
| Non-cash lease expenses | - | 308,448 |
| Accrued interest income derived from loan to related parties | (2,012) | (3,682) |
| Accrued expense | (684,310) | (1,993,483) |
| Changes in operating assets and liabilities: | ||
| Decrease (Increase) In: | ||
| Accounts receivable | (12,587,207) | (5,982,647) |
| Notes receivable | (6,913,170) | 3,065,813 |
| Inventories | 667,615 | (600,730) |
| Advance to suppliers | (7,791) | 284,926 |
| Other current and noncurrent assets | 765,936 | (5,981,813) |
| Increase (Decrease) In: | ||
| Accounts payable | 8,545,643 | 6,043,296 |
| Contract liabilities | 624 | 33,953 |
| Other current liabilities | 113,477 | 147,602 |
| Income tax payable | (1,115,877) | 389,305 |
| Due to related parties | - | (5,212,314) |
| Lease liabilities | - | (349,092) |
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 91,349 | (459,997) |
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||
| Purchases of long-term assets | (1,350,490) | (152,982) |
| Loan payment to third parties | (11,410,026) | (689,408) |
| Repayment of loans lend to third parties | 2,122,861 | 275,763 |
| NET CASH USED IN INVESTING ACTIVITIES | (10,637,655) | (566,627) |
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||
| Notes payable | 7,032,525 | (1,668,367) |
| Proceeds from related parties | 597,029 | - |
| Repayment of loans from related parties | (94,442) | (1,000,000) |
| Dividend paid | (1,457,216) | (188,222) |
| Proceeds from equity and debt financing | 5,584,996 | - |
| NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 11,662,892 | (2,856,589) |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | 1,116,586 | (3,883,213) |
| Effect of exchange rate changes on cash | 17,148 | 343,485 |
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | 7,846,870 | 8,611,795 |
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | 8,980,604 | 5,072,067 |
| Bank balances and cash at end of period | 8,980,604 | 4,575,645 |
| Bank balances and cash included in assets classified as restricted cash at end of period | - | 496,422 |
| Supplemental Disclosure of Cash Flow Information | ||
| Income taxes paid | 3,357,980 | 1,691,619 |
| Interest paid | 31,792 | - |
Amounts as printed on the EDGAR/iXBRL face. Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗
About Greenland Technologies Holding Corp.
Source: Item 1 (Business) from the 10-K filed March 23, 2026. Description as filed by the company with the SEC.
ITEM 1. BUSINESS
General
Greenland Technologies
Holding Corporation (the “Company” or “Greenland”) designs, develops, manufactures and sells components and products
for the global material handling industries.
Through its subsidiaries
in the PRC, Greenland offers transmission products, which are key components for forklift trucks used in manufacturing and logistic applications,
such as factories, workshops, warehouses, fulfilment centers, shipyards, and seaports. Forklifts play an important role in the logistic
systems of many companies across different industries in China and globally. Generally, industries with the largest demand for forklifts
include the transportation, warehousing logistics, electrical machinery, and automobile industries.
Greenland’s transmission
products are used in 1-ton to 18-tons forklift trucks, some with mechanical shift and some with automatic shift. Greenland sells these
transmission products directly to forklift-truck manufacturers. In the fiscal years ended December 31, 2025 and 2024, Greenland sold an
aggregate of 166,317 and 149,597 sets of transmission products, respectively, to more than 100 forklift manufacturers in the PRC.
In January 2020, Greenland
formed HEVI Corp. (“HEVI”) to focus on the production and sale of electric industrial vehicles to meet the increasing demand
for electric industrial vehicles and machinery powered by sustainable energy to reduce air pollution and lower carbon emissions. HEVI
is a wholly owned subsidiary of Greenland incorporated under the laws of the State of Delaware. Prior to 2025, HEVI had been manufacturing
and selling electric industrial vehicle products. However, substantially all of HEVI’s business operations have been suspended since
2025 due to uncertainty regarding tariff policy. HEVI intends to resume operations once the policy environment stabilizes. HEVI’s
electric industrial vehicle products (which it are not currently being offered as a result of the suspension of its operations) include
GEF-series electric forklifts, a series of lithium powered forklifts with three models ranging in size from 1.8 tons to 3.5 tons, GEL-1800,
a 1.8-ton rated load lithium powered electric wheeled front loader, GEX-8000, an all-electric 8.0 ton rated load lithium powered wheeled
excavator, and GEL-5000, an all-electric 5.0 ton rated load lithium wheeled front loader. In addition, in April 2023, HEVI introduced
a line of mobile DC battery chargers that support DC powered EV applications in the North America market. In July 2024, HEVI announced
a partnership with Lonking Holdings Limited to develop and distribute heavy electric machinery and related technology specialized for
the U.S. market. In August 2024, HEVI launched its H55L all-electric wheeled front-end loader, which can lift up to six tons in indoor
and outdoor applications without the mess and emissions of diesel, and the H65L all-electric wheeled front-end loader, a lithium battery
wheeled front-end loader.
Read full description ↓
Greenland is the parent
company of HEVI and Greenland Holding Enterprises Inc. (“Greenland Holding”), a holding company formed in the State of Delaware
on August 28, 2023, which in turn acts as the holding company for Zhongchai Holding (Hong Kong) Limited, a holding company formed under
the laws of Hong Kong on April 23, 2009 (“Zhongchai Holding”). Zhongchai Holding’s subsidiaries include Zhejiang Zhongchai
Machinery Co. Ltd., an operating company formed under the laws of the PRC in 2005, Hangzhou Greenland Energy Technologies Co., Ltd. (“Hangzhou
Greenland”), an operating company formed under the laws of the PRC in 2019, and Hengyu Capital Limited, a company formed in Hong
Kong on August 16, 2022 (“Hengyu Capital”). Through Zhongchai Holding and its subsidiaries, Greenland develops and manufactures
traditional transmission products for material handling machinery in the PRC.
Greenland was incorporated on December 28, 2017 as a British Virgin
Islands business company with limited liability. Following the Business Combination (as described and defined below) in October 2019,
the Company changed its name from Greenland Acquisition Corporation to Greenland Technologies Holding Corporation.
Implications of Being a “Controlled Company”
Mr. Peter Zuguang Wang, the chairman of our board of directors, beneficially
owns 2,500 Class A ordinary shares of the Company, no par value per share (the “Class A ordinary shares”) and 6,011,740
Class B ordinary shares, no par value per share (the “Class B ordinary shares,” together with the Class A ordinary shares,
the “ordinary shares”), or 100% of our total issued and outstanding Class B ordinary shares, representing 88.76% of our
total voting power. As a result, we are considered a “controlled company” as defined under the Nasdaq Listing Rules because
Mr. Peter Zuguang Wang holds more than 50% of the voting power of the Company. As a “controlled company,” we are permitted
to elect not to comply with certain corporate governance requirements. However, we do not currently intend to elect to opt out of corporate
governance requirements under the Nasdaq Listing Rules as a result of being a “controlled company.” If we rely on these exemptions,
you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.
1
Corporate Structure
The following diagram illustrates the current
corporate structure of Greenland, including the jurisdiction of formation and ownership interest of each of its subsidiaries.
Greenland was incorporated on December 28, 2017 as a British Virgin
Islands business company with limited liability. As a result of the consummation of the Business Combination, Greenland serves as the
ultimate holding company of its subsidiaries.
Greenland Holding was incorporated in the State
of Delaware on August 28, 2023. Upon consummation of the share exchange as contemplated by the 2024 Share Exchange Agreement, Greenland
Holding became a wholly owned subsidiary of the Company, and holds 100% equity interests in Zhongchai Holding. As of the date of this
Report, Greenland Holding has no business operations and acts as a holding company.
Zhongchai Holding was incorporated in Hong Kong
on April 23, 2009. From April 23, 2009 to November 1, 2011, Zhongchai Holding was a subsidiary of Equicap, Inc., a Nevada
corporation, with its stock quoted on the OTC Markets until July 29, 2011.
HEVI was incorporated in the state of Delaware
on January 14, 2020 as a wholly owned subsidiary of Greenland. HEVI promotes sales of sustainable alternative products for the heavy industrial
equipment industry, including electric industrial vehicles, in the North American market.
2
Zhejiang Zhongchai, an 89.47% owned subsidiary
of Zhongchai Holding, was formed in the PRC on November 21, 2005 and engages in the business of designing, manufacturing, and selling
transmission products mainly for forklift trucks. The remaining 10.53% of Zhejiang Zhongchai’s capital stock is owned by Xinchang
County Jiuxin Investment Management Partnership (LP) (“Jiuxin”), an entity owned by Mengxing He, director and general manager
of Zhejiang Zhongchai.
Hangzhou Greenland, formerly known as Hangzhou
Greenland Robotic Co., Ltd. prior to November 6, 2020 (“Hangzhou Greenland”), a wholly owned subsidiary of Zhongchai
Holding, was formed in the PRC on August 9, 2019 and engages in the business of research and development of electric engineering
vehicles, including electric forklifts, electric loading vehicles, electric digging vehicles, and other products. Hangzhou Greenland is
also committed to product supply chain integration and overseas sales.
Hengyu Capital Limited, a 62.5% owned subsidiary
of Zhongchai Holding, was formed in Hong Kong on August 16, 2022. Hengyu Capital Limited does not have any business activities at this
time and will be engaging in the business of investing. The remaining 37.5% of the capital stock of Hengyu Capital Limited is owned by
Peter Zuguang Wang, the chairman of our board of directors.
Products
Greenland manufactures
transmission systems and integrated powertrains for various industries, particularly for material handling machinery. In addition, Greenland
is a provider of high tech sustainable heavy machinery including all-electric construction machinery and related charging accessories.
Transmission products
for material handling machinery
Transmission Systems. For
15 years, Greenland, along with its subsidiaries, specializes in designing, developing, and manufacturing a wide range of transmission
systems for material handling machinery, in particular forklift trucks. The range of the transmission systems covers machinery from one
ton to 18 tons. Most transmission systems contain auto transmission features. This feature allows for easy machine operations. In addition,
Greenland provides transmission system for internal combustion powered machinery as well as for electrical powered machinery. Greenland
has recently experienced increasing demand for electric powered transmission systems. These transmission systems are key components for
material handling machinery assembly. To meet this increasing demand, Greenland is able to provide these transmission systems to major
forklift truck original equipment manufacturers (“OEMs”) as well as certain global branded manufacturers.
Integrated Powertrain. Through
its PRC subsidiaries, Greenland designs and develops new and distinctive powertrains, which integrate electric motor, speed reduction
gearbox, and driving axles into a combined integral module, in order to meet growing demand for advanced electric forklift trucks. This
integrated powertrain will enable the OEMs to significantly shorten design cycle, improve machinery efficiency, and simplify manufacturing
process. There is a new trend that OEMs would rather use an integrated powertrain than separate electric motor, speed reduction gearbox,
and driving axles, particularly in electric forklift trucks. Currently, Greenland makes two tons to three and a half-tons integrated powertrains
for a few electric forklift truck OEMs. Greenland is in the process of adding more integrated powertrain products for electric forklift
truck OEMs with different sizes.
3
Electric Industrial
Heavy Equipment
GEL-5000 Electric Wheel
Loader
Substantially all of
HEVI’s business operations have been suspended since 2025 due to uncertainty regarding tariff policy. HEVI intends to resume operations
once the policy environment stabilizes. Prior to 2025, HEVI had been selling equipment that produce no operating emissions and reduced
noise pollution while offering the strength and power for many applications. HEVI’s first product line includes the GEL-5000 and
GEL-1800 electric wheeled front loader, the GEX-8000 electric excavator and the GEF-series of electric lithium forklifts.
GEL-5000
The GEL-5000 is a 39,683
lb. lithium powered all-electric wheeled front loader capable of supporting a 5.0-ton rated load. Its 282 kWh 620V lithium battery sourced
from Contemporary Amperex Technology Co., Limited (“CATL”) produces the power to support eight hours of operation time and
can be charged in as little as two hours.
GEL-1800
The GEL-1800 is a 11,464
lb. lithium powered all-electric wheeled front loader capable of supporting a 1.8-ton rated load. Its 141 kWh 620V CATL-sourced lithium
battery produces the power to support nine hours of operation time and can be charged in as little as one and a half hours.
GEX-8000
The GEX-8000 is a 18,739
lb. lithium powered all-electric excavator capable of supporting an 8.0-ton rated load. Its 141 kWh 620V CATL-sourced lithium battery
produces the power to support nine hours of operation time and can be charged in as little as one and a half hours.
The GEL-5000, GEL-1800
and GEX-8000 come standard with advanced systems such as an intelligent system diagnostic display, quick-hitch attachment system with
a wide range of attachments and quality-of-life operation features that further add value to our customers.
H55L
The H55L is a lithium
powered all-electric wheeled front loader which can lift up to six tons in indoor and outdoor applications without the mess and emissions
of diesel.
H65L
The H65L is a lithium
powered all-electric wheeled front loader and HEVI’s flagship loader at an operating weight of nearly 50,000 pounds.
GEF-Series Forklifts
HEVI offers the GEF-series
of lithium powered electric forklifts that range in power from 1.5-ton to 3.5-ton rated load.
4
Charging Solutions
DCH-480-30 Mobile Direct
Current (“DC”) Charger
HEVI has developed a
line of DC mobile charging solutions that are designed for easy, flexible and cost-effective charging integration to support a DC-powered
electric vehicle (“EV”) fleet at any powered work site. These solutions create a seamless adoption of HEVI’s electric
heavy equipment or any compatible DC-powered EV into any existing fleet operation.
Significant Activities since Inception
Initial Public Offering
On July 27, 2018, we consummated our initial public
offering of 4,400,000 units, including a partial exercise by the underwriters of their over-allotment option in the amount of 400,000
units. Each unit consisted of one ordinary share, no par value, one warrant to purchase one-half of one ordinary share and one right to
receive one-tenth of one ordinary share upon the consummation of our Business Combination, pursuant to a registration statement on Form
S-1. Warrants must be exercised in multiples of two warrants, and each two warrants are exercisable for one ordinary share at an exercise
price of $11.50 per share. The units were sold in our initial public offering at an offering price of $10.00 per unit, which generated
$44,000,000 (before underwriting discounts and offering expenses) in gross proceeds.
Simultaneously with the consummation of our initial
public offering, we completed a private placement of 282,000 units at a price of $10.00 per unit to Greenland Asset Management Corporation
(the “Sponsor”) and Chardan Capital Markets, LLC (“Chardan”), which generated $2,820,000 in gross proceeds. We
also sold to Chardan (and its designees), for $100, an option to purchase up to 240,000 units exercisable at $11.50 per unit (or an aggregate
exercise price of $2,760,000) commencing on consummation of the Business Combination (as defined below). On February 18, 2021, Chardan
exercised its option to purchase 120,000 units. The unit purchase option expired on July 24, 2023 and the remaining 120,000 units lapsed.
Business Combination
On October 24, 2019, we consummated our business
combination with Zhongchai Holding (the “Business Combination”) after a special meeting, where the shareholders of Greenland
considered and approved, among other matters, a proposal to adopt a share exchange agreement (the “Share Exchange Agreement”),
dated as of July 12, 2019, among (i) Greenland, (ii) Zhongchai Holding, (iii) the Sponsor, in the capacity as the purchaser representative
(the “Purchaser Representative”), and (iv) Cenntro Holding Limited, the sole member of Zhongchai Holding (the “Zhongchai
Equity Holder” or the “Seller”).
Pursuant to the Share Exchange Agreement, Greenland acquired from the
Seller all of the issued and outstanding equity interests of Zhongchai Holding in exchange for 7,500,000 newly issued ordinary shares,
no par value, of Greenland, to the Seller (the “Exchange Shares”). As a result, the Seller became the controlling shareholder
of Greenland, and Zhongchai Holding became a directly and wholly owned subsidiary of Greenland. The Business Combination was documented
as a reverse merger effected by the Share Exchange Agreement, where Zhongchai Holding is considered the acquirer for accounting and financial
reporting purposes.
5
The Business Combination was documented as a reverse recapitalization
(the “Recapitalization Transaction”) in accordance with Accounting Standard Codification (“ASC”) 805, Business
Combinations. For accounting and financial reporting purposes, Zhongchai Holding is considered the acquirer based on the following facts
and circumstances:
●
Zhongchai Holding’s operations comprise the ongoing operations of the combined entity;
●
The officers of the combined company consist of Zhongchai Holding’s executives, including the Chief Executive Officer, Chief Financial Officer, and General Counsel; and
●
The former shareholders of Zhongchai Holding own a majority voting interests in the combined entity.
As a result of Zhongchai Holding being the accounting
acquirer, the financial reports filed with the SEC by the Company subsequent to the Business Combination are prepared “as if”
Zhongchai Holding is the predecessor and legal successor to the Company. The historical operations of Zhongchai Holding are deemed to
be those of the Company. Thus, the financial statements included in this Report reflect (i) the historical operating results of Zhongchai
Holding prior to the Business Combination; (ii) the combined results of Zhongchai Holding and Greenland following the Business Combination
in October 2019; (iii) the assets and liabilities of Zhongchai Holding at their historical cost, and (iv) Greenland’s equity
structure for all periods presented. Zhongchai Holding received 7,500,000 shares of Greenland in exchange for all the share capital, which
is reflected retroactively to December 31, 2017 and will be utilized for calculating earnings per share in all prior periods. No step-up
basis of intangible assets or goodwill was recorded in the Business Combination transaction, which is consistent with the treatment of
the transaction as a reverse recapitalization of Zhongchai Holding.
Incorporation of HEVI Corp.
On January 14, 2020, HEVI Corp., formerly known
as Greenland Technologies Corp. prior to May 2022, was incorporated under the laws of the state of Delaware. HEVI is a wholly owned subsidiary
of the Company and promotes sales of sustainable alternative products for the heavy industrial equipment industry, including electric
industrial vehicles, in the North American market.
June 2021 Public Offering
On June 28, 2021, the Company entered into an
underwriting agreement with Aegis Capital Corp., pursuant to which the Company agreed to sell to Aegis Capital Corp. in a firm commitment
public offering 857,884 ordinary shares of the Company, for an offering price of $8.16 per share. The Company received $7.0 million in
gross proceeds from this offering, before deducting underwriting discounts and other related offering expenses.
At-the-market Offering Agreement
On November 19, 2021, the Company entered into
an at-the-market offering agreement with H.C. Wainwright & Co., LLC, to create at an-the-market equity program pursuant to which the
Company may offer and sell, from time to time, through or to H.C. Wainwright & Co., LLC, the Company’s ordinary shares, no par
value per share, having an aggregate gross offering price of up to $7.72 million. As of the date of this Report, no ordinary shares of
the Company have been sold under the at-the-market offering agreement.
July 2022 Registered Direct Offering
On July 25, 2022, the Company entered into a securities
purchase agreement with an investor, pursuant to which the Company agreed to issue and sell 1,250,000 ordinary shares and 398,974 pre-funded
warrants (the “RD pre-funded warrants”), with each RD pre-funded warrant exercisable for one ordinary share of the Company,
for an offering price of $4.17 per share and $4.169 per RD pre-funded warrant. The Company received $6.88 million in gross proceeds from
that registered direct offering, before deducting placement agent fees and other related offering expenses.
6
July 2022 Private Placement
On July 25, 2022, the Company entered into another
securities purchase agreement with an investor for a private placement offering of 616,026 pre-funded warrants and 4,530,000 common warrants.
Each ordinary share and accompanying common warrants were sold together at a combined offering price of $5.089 per unit, with an exercise
price per pre-funded warrant of $0.001 per share. The Company received $3.14 million in gross proceeds from that private placement, before
deducting placement agent fees and other related offering expenses.
Formation of Hengyu Capital Limited
On August 16, 2022, Hengyu Capital Limited was
formed in Hong Kong as a subsidiary of Zhongchai Holding (Hong Kong) Limited, which owns 62.5% equity interests in Hengyu Capital Limited.
The remaining 37.5% of the equity interests of Hengyu Capital Limited are owned by the chairman of our board of directors, Mr. Peter Zuguang
Wang. Hengyu Capital Limited does not have any business activities at this time.
Dissolution of Shanghai Hengyu Business
Management Consulting Co., Ltd.
From the consummation of the Business Combination
to July 2023, Shanghai Hengyu Business Management Consulting Co., Ltd. (“Shanghai Hengyu”), a company formed in the PRC, was
an indirect subsidiary of the Company, in which the Company owns 62.5% equity interests. On July 10, 2023, Shanghai Hengyu was dissolved
under the laws of the PRC.
Formation of Greenland Holding
On August 28, 2023, Greenland Holding was formed
in the State of Delaware with no shares issued. On March 26, 2024, the Company entered into a share exchange agreement with Greenland
Holding and Zhongchai Holding (the “2024 Share Exchange Agreement”), pursuant to which, on March 27, 2024, the Company transferred
all the equity interests it held in Zhongchai Holding to Greenland Holding, and in return, Greenland Holding issued 100 shares to the
Company, representing 100% of the issued and outstanding shares of Greenland Holding. As a result, Greenland Holding has become a wholly
owned subsidiary of the Company, which in turn holds 100% of the equity interests in Zhongchai Holding.
January 2026 Underwritten Public Offering
On January 28, 2026, the Company entered into
an underwriting agreement with Joseph Stone Capital, LLC, as sole underwriter, pursuant to which the Company agreed to sell 5,083,330
units (the “Units”) at a public offering price of $1.20 per Unit. Each Unit consisted of one ordinary share of the Company
and four-fifths of one warrant (each, a “January 2026 Warrant”), with each whole January 2026 Warrant exercisable for one
ordinary share at an exercise price of $1.20 per share, or by means of a zero price exercise, and expiring three years from the date of
issuance. The ordinary shares and January 2026 Warrants included in the Units were immediately separable and were issued separately. The
offering closed on January 29, 2026, and the Company received gross proceeds of approximately $6.1 million, before deducting underwriting
discounts and other offering expenses. The Company intends to use the net proceeds from the offering for working capital and general corporate
purposes.
As of March 20, 2026, 2,567,333 January 2026 Warrants have been exercised
for 2,567,333 Class A ordinary shares, all by means of zero price exercise, and as of the same date, 1,499,331 January 2026 Warrants had
not been exercised.
7
Implementation of a Dual Class Structure
On January 30, 2026, the Company re-convened its 2025 annual general
meeting of shareholders (the “2025 Annual General Meeting”), which had been adjourned from December 29, 2025 due to a lack
of quorum. At the 2025 Annual General Meeting, the shareholders of the Company approved, among other matters: (i) the adoption of amended
and restated Memorandum and Articles of Association; (ii) the implementation of a dual class share structure, pursuant to which the ordinary
shares of the Company were re-designated into Class A ordinary shares of no par value, carrying one vote per share, and Class B ordinary
shares of no par value, carrying 25 votes per share; and (iii) the reclassification of each of the issued and outstanding ordinary shares
held by Trendway Capital Limited as Class B ordinary shares, and the reclassification of all remaining issued and outstanding ordinary
shares as Class A ordinary shares.
On February 24, 2026, the dual-class share structure
became effective on the Nasdaq Capital Market. Beginning with the opening of trading on February 24, 2026, the Class A ordinary shares
commenced trading on the Nasdaq Capital Market under the symbol “GTEC” and CUSIP number G4095T107.
Recent Regulatory Developments
We are a holding company incorporated in the British
Virgin Islands and not a Chinese operating company. As a holding company with no material operations of our own, we conduct our operations
through our PRC subsidiaries and prior to operations suspension in 2025, also through our U.S. subsidiary, HEVI. We hold equity interests
in our subsidiaries and do not currently use a variable interest entity (“VIE”) structure. Investors in our Class A ordinary
shares are purchasing equity interest in a British Virgin Islands holding company. As used in this Report, “we,” “us,”
“our company,” or “our” refers to Greenland Technologies Holding Corporation and when describing the consolidated
financial results of Greenland Technologies Holding Corporation and its subsidiaries, also includes its subsidiaries.
We and our PRC subsidiaries are subject to certain
legal and operational risks associated with our PRC subsidiaries’ operations in China. PRC laws and regulations governing our PRC
subsidiaries’ current business operations are sometimes vague and uncertain and, as a result, these risks may result in material
changes in the operations of our PRC subsidiaries, significant depreciation of the value of our Class A ordinary shares, or a complete
hindrance of our ability to offer or continue to offer our securities to investors. For instance, except for fulfilling the filing procedure
with the China Securities Regulatory Commission, or the CSRC, in connection with future offerings, we believe that we and our PRC subsidiaries
are currently not required to obtain any permission or approval from the CSRC and the Cyberspace Administration of China, or
the CAC, in the PRC to offer securities to foreign investors. However, there is no guarantee that this will continue to be the case
in the future in relation to a follow-on offering or the continued listing of our securities on a U.S. securities exchange, or even in
the event such permission or approval is required and obtained, it will not be subsequently revoked or rescinded. In the event that such
approval is required in the future and we and/or our PRC subsidiaries do not receive or maintain such approval, our Class A ordinary shares
may significantly decline in value or become worthless, and our ability to offer or continue to offer securities to investors may be significantly
limited or completely hindered.
In addition, we and our PRC subsidiaries are subject
to risks and uncertainties of the interpretations and applications of PRC laws and regulations, including but not limited to, those imposing
limitations on foreign ownership in the industry our PRC subsidiaries operate. We and our PRC subsidiaries are also subject to the risks
and uncertainties about any future actions of the PRC government. If any future actions of the PRC government result in a material change
in our PRC subsidiaries’ operations, the value of our Class A ordinary shares may depreciate significantly or become worthless.
See “Risk Factors — Risks Related to Doing Business in China — Uncertainties with respect to the PRC
legal system could adversely affect us and our PRC subsidiaries.”
Recently, the PRC government adopted a series
of regulatory actions and issued statements to regulate business operations in China, including cracking down on illegal activities in
the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting
new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. As of the date of this
Report, our Company and our PRC subsidiaries have not been involved in any investigations on cybersecurity review initiated by any PRC
regulatory authority, nor has any of them received any inquiry, notice or sanction. As of the date of this Report, we and our PRC
subsidiaries have not received any inquiry, notice, warning, or sanctions from the CSRC or any other PRC governmental authorities regarding
the offering of our securities outside of the PRC.
8
On February 17, 2023, the CSRC published the Regulations
of Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”)
and its accompanying guidelines and instructions, which came into effect on March 31, 2023, and will apply if a domestic enterprise issues
shares, depositary receipts, corporate bonds convertible into shares, or other securities of an equity nature outside of the PRC, or lists
its securities for trading outside of the PRC. According to such regulations, a domestic enterprise that issues and lists its securities
outside of the PRC shall comply with the filing procedures and report the relevant information to the CSRC. A domestic enterprise shall
not be listed on an overseas stock exchange if any of the following circumstances exists: (i) where such securities offering and listing
is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (ii) where the intended securities
offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance
with law; (iii) where the domestic company intending to make the securities offering and listing, or its controlling shareholders and
the actual controller, have committed crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the
order of the socialist market economy during the latest three years; (iv) where the domestic company intending to make the securities
offering and listing is suspected of committing crimes or major violations of laws and regulations, and is under investigation according
to law, and no conclusion has yet been made thereof; (v) where there are material ownership disputes over equity held by the domestic
company’s controlling shareholder or by other shareholders that are controlled by the controlling shareholder and/or actual controller.
The Trial Measures changes the management of licensing to record management, strengthen the supervision in the aftermath, create a more
transparent and predictable institutional environment, and support the standardized development of enterprises using the overseas capital
market. As such, we will be required to complete filing procedures with CSRC in connection with our future offerings. Additionally, we
may be prohibited from continued listing if we fit into any of the five scenarios as discussed above. Furthermore, in the event that an
approval from Chinese authorities is required for our future offerings or continued listing on Nasdaq, if we and/or our PRC subsidiaries
do not receive or maintain required approvals, or we inadvertently conclude that such approvals are not required, or applicable laws,
regulations, or interpretations change such that we and/or our PRC subsidiaries are required to obtain approval in the future, we and/or
our PRC subsidiaries may be subject to an investigation by Chinese regulators, fines or penalties, or an order prohibiting us from conducting
an offering, and these risks could result in a material adverse change in our operations and the value of our Class A ordinary shares,
significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to
significantly decline in value or become worthless. In addition, since these statements and regulatory actions are newly published,
and official guidance and related implementation rules have not been issued, it is highly uncertain what the potential impact such modified
or new laws and regulations will have on our subsidiaries’ daily business operation, the ability to accept foreign investments and
our ability to continue our listing on a U.S. exchange. See “Risk Factors — Risks Related to Doing Business in China — Our
PRC subsidiaries may be liable for improper use or appropriation of personal information provided by their customers and any failure to
comply with PRC laws and regulations over data security could result in materially adverse impact on our business, results of operations,
and our continued listing on Nasdaq.”
Although we are not currently owned or controlled
by a governmental entity in any foreign jurisdiction, the PRC government has exercised, and continues to exercise, substantial control
over virtually every sector of the Chinese economy through regulation and state ownership, including the steel sector where our PRC subsidiaries
have been conducting their business. Any government decisions or actions to change the steel production, or any decisions the government
might make to cut spending, could adversely impact our PRC subsidiaries’ business and our results of operations. We believe that
our PRC subsidiaries’ operations in China are in material compliance with all applicable legal and regulatory requirements. However,
the central or local governments of the jurisdictions in which our PRC subsidiaries operate may impose new, stricter regulations or interpretations
of existing regulations with little advance notice that could require additional expenditures and efforts on our part to ensure our and
our PRC subsidiaries’ compliance with such regulations or interpretations. Furthermore, the PRC government authorities may continue
to strengthen oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers like us.
Such actions taken by the PRC government authorities may intervene or influence the operations of our PRC subsidiaries at any time, which
may be beyond our control. Therefore, any such action may adversely affect the operations of our PRC subsidiaries and significantly limit
or hinder our ability to offer or continue to offer securities to you and reduce the value of such securities or cause the value of such
securities to be completely worthless. See “Risk Factors — Risks Related to Doing Business in China — The
PRC government exerts substantial influence over the manner in which our PRC subsidiaries must conduct their business activities. If the
Chinese government significantly regulates the business operations of our PRC subsidiaries in the future and our PRC subsidiaries are
not able to substantially comply with such regulations, the business operations of our PRC subsidiaries may be materially and adversely
affected and the value of our Class A ordinary shares may significantly decrease.”
9
Trading in our securities may be prohibited under
the Holding Foreign Companies Accountable Act, or the HFCA Act, if Public Company Accounting Oversight Board (United States) (the
“PCAOB”) determines that it cannot inspect or fully investigate our auditor, and that as a result, an exchange may determine
to delist our securities. The PCAOB has been able to inspect our auditor, Enrome LLP, an independent registered public accounting firm
with its headquarters in Singapore. See “Risk Factors — Risks Related to Doing Business in China — Our
Class A ordinary shares may be delisted and prohibited from being traded under the Holding Foreign Companies Accountable Act if the PCAOB
is unable to inspect our auditors. The delisting and the cessation of trading of our Class A ordinary shares, or the threat of their being
delisted and prohibited from being traded, may materially and adversely affect the value of your investment. Additionally, any inability
of the PCAOB to conduct inspections deprives our investors with the benefits of such inspections.”
Trading in our securities may be prohibited under
the HFCA Act if the PCAOB determines that it cannot inspect or fully investigate our auditor, and that as a result, an exchange may determine
to delist our securities. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December
29, 2022, a legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”)
was signed into law by President Biden, which contained, among other things, an identical provision to Accelerating Holding Foreign Companies
Accountable Act and amended the Holding Foreign Companies Accountable Act by requiring the SEC to prohibit an issuer’s securities
from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three,
thus reducing the time period before our securities may be prohibited from trading or delisted. The PCAOB has been able to inspect our
auditor, Enrome LLP, an independent registered public accounting firm with its headquarters in Singapore. On December 16, 2021, the PCAOB
issued a report to notify the SEC of its determinations that it is unable to inspect or investigate completely registered public accounting
firms headquartered in Mainland China and Hong Kong, respectively, and identifies the registered public accounting firms in Mainland China
and Hong Kong that are subject to such determinations. Our auditor is not subject to the determinations announced by the PCAOB on December
16, 2021. On August 26, 2022, the CSRC, the Ministry of Finance (the “MOF”), and the PCAOB signed the Protocol, governing
inspections and investigations of audit firms based in China and Hong Kong. The Protocol remains unpublished and is subject to further
explanation and implementation. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent
discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.
On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered
public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.
However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will
consider the need to issue a new determination. See “Risk Factors — Risks Related to Doing Business in China — Our
Class A ordinary shares may be delisted and prohibited from being traded under the Holding Foreign Companies Accountable Act if the PCAOB
is unable to inspect our auditors. The delisting and the cessation of trading of our Class A ordinary shares, or the threat of their being
delisted and prohibited from being traded, may materially and adversely affect the value of your investment. Additionally, any inability
of the PCAOB to conduct inspections deprives our investors with the benefits of such inspections.”
Dividend Policy and Cash Transfers
We intend to retain all of our available funds
and any future earnings to fund the development and growth of our business. As such, we do not expect to pay any cash dividends in the
foreseeable future. We are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital
contributions, and only if we satisfy the applicable government registration and approval requirements.
Our PRC subsidiaries are permitted to pay dividends
only out of their retained earnings. However, each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profits
each year, after making up for previous year’s accumulated losses, if any, to fund certain statutory reserves, until the aggregate
amount of such funds reaches 50% of registered capital. This portion of our PRC subsidiaries’ respective net assets are prohibited
from being distributed to their shareholders as dividends. However, none of our PRC subsidiaries has made any dividends or distributions
to our holding company or any U.S. investors as of the date of this Report. See “Risk Factors — Risks Related to Doing
Business in China — We may rely on dividends paid by our subsidiaries for our cash needs, and any limitation on the ability
of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct business.”
10
In addition, the PRC government imposes controls
on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. If the foreign
exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be
able to pay dividends in foreign currencies to our shareholders. See “Risk Factors — Risks Related to Doing Business
in China — Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect
the value of your investment.”
A 10% PRC withholding tax is applicable to dividends
payable to investors that are non-resident enterprises. Any gain realized on the transfer of Class A ordinary shares by such investors
is also subject to PRC tax at a current rate of 10%, which in case of dividends will be withheld at source if such gain is regarded as
income derived from sources within the PRC. See “Risk Factors — Risks Related to Doing Business in China — Under
the PRC EIT Law, we may be classified as a ‘Resident Enterprise’ of China. Any classification as such will likely result in
unfavorable tax consequences to us and our non-PRC shareholders.”
Under Delaware law, our Delaware subsidiary may
issue dividends to the Company only if its total assets exceed its total liabilities plus the par value of its issued stock, or if it
has net profits for the current or prior fiscal year. Any such dividend must also comply with the subsidiary’s certificate of incorporation
and bylaws.
We have adopted written cash management policies
and procedures that dictate how funds are transferred within our organization. According to such policies and procedures, each subsidiary
of the Company may initiate a cash transfer request by timely filling out a fund application form, which shall be signed by the financial
principal and the principal of the subsidiary and then submitted to the financial department of the Company for approval. After a cash
transfer request is approved by the financial department, the relevant subsidiary may proceed to initiate such transfer. Our Company distributed
cash as loans to our subsidiaries. Several cash transfers have been made between our Company and our subsidiaries. As of December 31,
2024 and 2025, our Company provided a loan of $4,287,589 and $2,447,492 to Zhongchai Holding, respectively.
Competitive Strengths
Greenland believes that it is in the right position
and the right time to supply a new generation of industrial heavy equipment, including electric industrial vehicles, that is green, safe,
and cost-effective. The following is a summary of Greenland’s competitive strengths.
Favorable Market Trends
Greenland believes that a number of key industry
trends in the PRC will continue to benefit Greenland and its subsidiaries and continue to drive its growth, including:
●
increasingly stringent regulations over carbon emission, which urge market participants to adopt low or zero-emission material handling and construction equipment;
●
increasing demand for a safer work environment and better healthy worker’s condition will drive growth of electric material handling equipment or industry vehicle, which generates no exhausts and a low level of noise in operation;
●
increasing labor cost, which accelerates labor substitution with machinery in material handling and logistic activities;
●
increasing government support for improving efficiency in the PRC’s logistics industry, which is a key market for material handling machinery such as forklifts and loaders; and
●
increasing government support for logistic mechanization, including in the form of subsidies.
Additionally, although
HEVI has temporarily suspended substantially all of its business operations since 2025 due to uncertainty regarding tariff policy, we
believe that, over the long term, HEVI’s electric industrial vehicles, as U.S. branded products, will remain competitive in the
U.S. market.
As a result of these
favorable industry trends, Greenland believes that it is well-positioned to capitalize on the increasing market demand for transmission
products in the PRC as well as on the growing demand over the long term for emission-free and labor substitution by electric vehicles
in the United States.
11
Well-Developed Manufacturing Capabilities
Leading to Higher Efficiency
Greenland’s well-developed manufacturing
process contributes to manufacturing efficiency and cost-effectiveness. Specifically, a combination of modern operational and management
systems, advanced manufacturing equipment, experienced manufacturing know-hows, skilled workforce, and flexible manufacturing system
allows Greenland to shorten the “time to market” for its new products. Moreover, the combination allows Greenland to timely
adjust its lines of products in anticipation of changes in market demands.
Robust Research and Product Development
Capabilities
Research and product development capabilities
have been critical to Greenland’s historical growth and current market position. Greenland’s research and development team
is comprised of more than 17 professionals, or over 5% of Greenland’s employees. Greenland’s research and development facilities
consist of a transmission technology center and an electric industry vehicle center. The transmission technology center is accredited
by the Zhejiang provincial government. The technology center is made up of a product development and design department, a research center,
three research departments that focuses on design, application, and manufacturing of internal combustion engines, and a post-doctoral workstation
certified by the PRC Ministry of Human Resource and Social Security.
Strategic Service Network
The ability to provide timely after-sales services
is critical in building and maintaining a loyal and solid customer base. We have strategically established an after-sales service
network in locations with developed economies. For example, the eastern provinces of the PRC generally have significant demand for logistics
services. Accordingly, Greenland, through its subsidiaries, has operated an in-house service center and retained service providers that
conduct businesses predominantly in these regions. Users of Greenland’s products are able to reach Greenland through a service line,
through which Greenland is able to provide prompt on-site technical services.
Experienced Management Team with Successful Track Records
Greenland’s senior management team is comprised
of individuals who have operational experience, market knowledge, international management skill, and technical expertise. In addition,
each member of the senior management team has a proven track record in building and turning companies into successful enterprises.
●
Peter Zuguang Wang has served as our director and the chairman of our board of directors since October 2019, and as the sole director of Zhongchai Holding since April 2009 and the chairman of the board of directors of Zhejiang Zhongchai since September 2017. He has over 30 years of experience in technology and management, along with a unique background in research and development, operation, finance and management. Mr. Wang is the chief executive officer of Cenntro Inc. (Nasdaq: CENN) and the co-founder of Unitech Telecom (now a part of UTStarcom, Nasdaq: UTSI).
●
Raymond Z. Wang has served as our chief executive officer since October 2019, the chief executive officer of Zhongchai Holding since April 2019, and the chief executive officer of HEVI Corp since January 2020. From February 2019 to November 2020, Mr. Wang served as Chairman of the board of ONE Project, a non-profit organization that unifies local communities to collectively tackle social issues such as hunger. From November 2017 to March 2019, Mr. Wang was the President of Devirra Corporation, a warehousing management and logistic company. From August 2007 to July 2017, Mr. Wang worked as the Vice President at Bank of America Merrill Lynch, developing a client acquisition channel for an online platform. From December 2005 to March 2007, Mr. Wang served as the Financial Advisor at Cowan Financial Group, a full-service financial planning and consulting firm, in New York. Mr. Wang received his Bachelor’s degree in Economics from Rutgers University.
●
Chenyang Wang has served as our Acting Chief Financial Officer since April 2025. Ms. Wang served as a manager in the securities affairs department at a publicly listed agriculture services company from May 2018 to February 2025. Ms. Wang served as an investment manager at Zhejiang Yangzhechen Asset Management Co., Ltd. from October 2016 to April 2018. From October 2010 to April 2012, Ms. Wang worked as a research analyst at Zhejiang Hanbo Investment Management Co., Ltd., where she was responsible for investment analysis-related work. Ms. Wang received a Bachelor’s degree in Financial Engineering from South-Central Minzu University in China in 2011, a Master’s degree in Finance from Nankai University in China in 2018, and a Bachelor’s degree in Financial Management from Renmin University of China in 2021.
12
Customers
Greenland, through its subsidiaries, sells most
of its transmission products in the PRC and electric industrial heavy equipment in the U.S. Its customer bases are primarily in the businesses
of material handling equipment and forklift trucks. Greenland believes that its customers include some of the leading manufacturers in
their respective market segments. Greenland also supplies transmission products to the PRC subsidiaries of a number of blue-chip international
brands based in Europe and Asia.
During the years ended December 31, 2025
and 2024, Greenland’s five largest customers contributed 40.32% and 40.60%, respectively, of its total revenues. For the years ended
December 31, 2025 and 2024, Greenland’s single largest customer, Hangcha Group, accounted for 15.07% and 14.19%, respectively, of
Greenland’s total revenue, and Greenland’s second largest customer, Longgong Forklift Truck, accounted for 10.05% and 11.94%,
respectively, of Greenland’s total revenue.
Suppliers
Greenland purchases its raw materials from various
suppliers for use in the manufacture of its products.
The key raw materials used to manufacture its
products are processed metal-based parts and components, including iron castings and gears, which are purchased from our domestic suppliers
in the PRC. Most of our suppliers are located within close proximity to our manufacturing facilities, which reduces our transportation
and inventory costs.
The prices for iron and steel and other raw materials
have historically fluctuated significantly in the PRC, which in turn has affected the Company’s business and operation results.
Greenland closely monitors changes in raw material prices and seeks to adjust its inventory of raw materials during inflation periods.
In addition, Greenland seeks to minimize the impact of fluctuations in raw material prices by adopting bidding processes in its raw material
procurement process. Greenland also seeks to price its products to reflect the expected fluctuations in raw material prices to the extent
possible. However, there can be no assurance that Greenland could precisely estimate any increase in raw material price or pass on such
increase to its customers.
HEVI purchases components, electronics, battery
systems and metal-based parts for use in the assembly of its electric industrial heavy equipment from various suppliers based in the PRC.
These items are transported to the United States for assembly of the final products.
HEVI seeks to price its products to reflect expected
increases in the component prices and transportation costs to the extent possible. However, there can be no assurance that HEVI could
precisely estimate any increase in components or pass on such increase to its customers.
Production
Greenland’s transmission products are comprised
of a number of major parts and components, including gearbox housing, gears, bearings, oil pumps, gear shafts, hydraulics, electric forklifts,
wheeled excavators, and electrical components. The gearbox housing and gears parts are processed in-house at its manufacturing facility
in Xinchang County, Zhejiang Province, the PRC. Components of such products, in general, are sourced, from third parties, assembled, and
integrated to form finished products. The finished products then undergo further adjustments, fine tunings, testing, and quality inspections.
At the end of the inspection process and prior to shipment to our warehouses for storage and distribution, the finished products are coated
and painted.
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Inventory and Warehousing
Greenland undertakes inventory control in order
to reduce the risks of under and over-stocking. On average, Greenland typically maintains a 30-day stock piles for production needs. It
generally increases its inventories toward the end of the year in order to meet any production demand, in anticipation of any demands
increase, from the second quarter of the following year. Furthermore, Greenland maintains higher inventories at year-end because Chinese
New Year typically falls in January or February, which affects production and transportation of raw materials. Greenland has installed
an enterprise resource planning (“ERP”) system, which provides real-time information about purchases, production schedules,
and supplies of the raw materials. The ERP system has substantially improved Greenland’s inventory controls, providing the Company
with quick access to various data and easy formulation of operating models, and allowing the Company to keep its inventory at an appropriable
level to facilitate the manufacturing process.
Research and Development
Greenland’s research and development team
selects research or development projects or both and draws up preliminary project proposals based on various factors, such as industry
and market trends, customer feedback, and input from other departments (i.e. finance and manufacturing departments).
Greenland’s management, including the heads
and lead managers of various internal departments, such as sales and marketing and finance departments, as well as its chief executive
officer and chief technology officer, reviews the preliminary project proposals and its research and development team formulates a final
plan for each approved project after considering suggestions and comments by its management. The final plans will include detailed schedules
and budgets for the projects. Greenland’s finance department monitors budget overruns. Any increase in the original budget must
be reviewed and approved by management before the relevant project can continue.
Greenland has also focused on research and development
with respect to its electric industrial equipment and related products. Greenland’s electric industrial heavy equipment products
currently include GEF-series electric forklifts, a series of lithium powered forklifts with three models ranging in size from 1.8 tons
to 3.5 tons, and GEL-1800, a 1.8 ton rated load lithium powered electric wheeled front loader and GEX-8000, an all-electric 8.0 ton rated
load lithium powered wheeled excavator.
HEVI intends to resume operations once the policy
environment stabilizes. In the long run, Greenland, through HEVI, intends to focus its research and development efforts on its next generation
of electric industrial heavy equipment along with supporting products such as mobile charging units and attachments that will increase
the value of its portfolio.
Intellectual Property
Greenland relies on a combination of trademark,
copyright, patent, software registration, and trade secret laws to protect its intellectual property rights. Despite these precautions,
it may be possible for third parties to infringe our Company’s intellectual property rights.
Patents
As of December 31, 2025,
Greenland held 109 registered patents with the PRC National Intellectual Property Administration (“CNIPA”), 82 of which are
utility patents and 21 of which are invention patents and six (6) of which are design patents. These patents relate to the manufacturing
of products.
14
Trademarks
As of December 31, 2025,
Greenland had been granted two trademarks in China registered with the CNIPA.
Copyrights
As of December 31, 2025, Greenland had registered
two copyrights in China with the CNIPA.
As of the date of this
Report, Greenland has not registered any intellectual properties in the U.S.
Greenland’s intellectual
property also includes technical data such as test results and operating data from projects, drawings, designs, and machinery and manufacturing
techniques it developed in-house.
Sales and Marketing
Greenland sells its products through its sales
and marketing teams. To promote Greenland’s brand, sales employees also attend trade shows and exhibitions to showcase our products.
As of December 31, 2025, Greenland’s sales
and marketing team consisted of 15 employees, all of them were in the PRC. Members of Greenland’s sales and marketing teams have
extensive experience and knowledge in the material handling equipment sector of the manufacturing industry. They are primarily responsible
for identifying business opportunities, promoting products, collecting customer feedback and market information, bidding for or negotiating
orders, and collecting payments.
Competition
Transmission Industry
The transmission industry is fragmented and highly
competitive in the PRC. Under the current market trend, domestically produced transmissions account for the largest share of the PRC market.
International brand manufacturers equipped with better technology and capital resources are also aiming to expand into the PRC. As a result,
it is expected that the PRC transmission market will become more competitive.
The typical competitive criteria are quality,
price, technology, after-sales service, product offering, and performance record. The transmissions market is capital intensive.
In addition, the manufacturing process requires technical expertise and significant research and development budgets. As a result, companies
entering the market must have significant financial and technical resources. Moreover, the time and cost required to establish a proven
track record, necessary for general market acceptance, are substantial. An extensive after-sales service network is essential for
a company to gain general market acceptance.
Greenland believes that it is able to compete
based on its market position, strong research and development capabilities, high quality products, integrated service systems, and strong
relationships with its customers.
Our key competitors are Shaoxing Advance Gearbox
Co., Ltd., Changsha Zhongchuan Transmission Machinery Co. Ltd., and Ganzhou Wuhuan Machine Co., Ltd.
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Electric Industrial Heavy Equipment Industry
Utilizing Greenland’s expertise in manufacturing
and R&D, it established HEVI in January 2020 to create clean and sustainable products and services in the heavy industrial equipment
industry that help organizations pursue a carbon neutral operation. HEVI designs, develops, and manufactures electric heavy industrial
equipment and accessories and sells them directly to the end consumers in various markets in the United States. HEVI’s product line
available for purchase includes the GEL-5000 all-electric lithium 5.0-ton rated load wheeled front loader, GEL-1800 all-electric lithium
1.8-ton rated load wheeled front loader, the GEX-8000 all-electric lithium 8.0-ton rated load excavator, and the GEF-series of electric
lithium forklifts. In August 2022, HEVI launched a 54,000 square foot industrial electric vehicle assembly site in Baltimore, Maryland
to support local assembly, services and distribution of its product line. In July 2024, HEVI announced a partnership with Lonking Holdings
Limited to develop and distribute heavy electric machinery and related technology specialized for the US market. In August 2024, HEVI
launched its H55L all-electric wheeled front-end loader, which can lift up to six tons in indoor and outdoor applications without the
mess and emissions of diesel, and the H65L all-electric wheeled front-end loader, a lithium battery wheeled front-end loader.
Fast Growing Market. The global construction
equipment market is anticipated to grow at a compound annual growth rate (“CAGR”) of 3.9% from 2024 to 2030, reaching US$187
billion, according to a February 2025 report published by MarketsandMarkets. The North American market is projected to exhibit one of
the fastest growth rates during the forecast period. Consequently, we believe this growth will increase with the introduction of the United
State infrastructure overhaul program. Should the program be implemented, then it will be a powerful driver of growth in the engineering
and construction industry that will proliferate the demand for industrial equipment.
Call for Carbon Emission Reduction. Global
efforts to reduce greenhouse gas and carbon emissions continue to grow with proposals such as the current U.S. administration seeking
a target of net zero emission by 2050. These strategies will result in government and public support for the adoption of emission zero
technologies and equipment across industries thus boosting the demand for eco-friendly electric powered industrial heavy equipment. As
such, we expect that the demand for electric industrial heavy equipment will increase rapidly.
Highly Fragmented and Emerging Market.
The electric industrial heavy equipment market is highly fragmented with few, if any, dominant local market participants. Although a few
conventional industrial heavy equipment and construction equipment makers are in the process of electric products development, a majority
are years away from product deployment. This is to avoid cannibalization with the mature fossil fuel-powered equipment product lines which
results in the lack of incentive to launch the full-electric industrial heavy equipment at the near term. As a result, with the early
mover advantage together with Greenland’s strong research and development capability, we believe that Greenland is well-positioned
to secure a meaningful role in the electric industrial heavy equipment market.
High Technology Barriers for New Entrants.
To compete in the electric industrial heavy equipment market, enterprises need a high-level of core technologies and capabilities
in order to successfully develop a commercial product. The investment and expertise required create a high barrier of entry for new market
players. Greenland’s success in the material handling industry and its achievements in research and development milestones gives
Greenland the opportunity and the competitive edge to successfully compete in the industrial heavy equipment market.
Distribution Barriers for Market Leaders.
Traditional OEMs in the industrial heavy equipment industry sell through established dealership models which have been proven to be difficult
to adapt to electric alternatives. These dealerships rely heavily on service/maintenance revenue. As electric products require over 40%
less of maintenance costs, it is challenging for OEMs to motivate their dealers to promote and service the new technology. Without a dealer
network to cater to, we believe Greenland is well-positioned to establish a meaningful role in the electric industrial heavy equipment
market.
Our key competitors in the industrial heavy equipment
industry are the traditional diesel-powered industrial heavy equipment manufacturers such as Caterpillar, Volvo CE and John Deere.
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Employees
As of December 31, 2025,
the total number of full-time employees employed at Greenland and its subsidiaries was 340, with 336 employees located in the PRC
and four employees located in the U.S. As of December 31, 2024, the total number of full-time employees employed at Greenland
and its subsidiaries was 345, with 337 employees located in the PRC and 8 employees located in the U.S. The following table sets forth
the number of its full-time employees by function as of December 31, 2025:
Function
Number
Management
8
Administration
16
Production
275
Research and development
17
Sales and marketing
15
Other
9
Total
340
Greenland maintains mandatory
social security insurance for its employees pursuant to Chinese laws. Furthermore, it contributes mandatory social security funds for
employees with respect to retirement, medical, work-related injury, maternity, and unemployment benefits. Greenland has also included
retirement plans for its employees in the U.S., including social security and pension along with medical, vision, dental, workers compensation,
work-related injury and maternity benefits.
Greenland believes that
its success and continued growth depend on its ability to attract, retain, and motivate qualified employees. Greenland offers its employees
competitive salaries, comprehensive training, and other fringe benefits and incentives. None of our employees are represented by labor
unions, and no collective bargaining agreement has been put in place. Greenland has not had any labor strikes or other labor disturbances
that have materially interfaced with its operations, and it believes that it has maintained a good work relationship with its employees.
Properties and Facilities
The address of our principal
executive offices and corporate offices is 50 Millstone Road, Building 400, Suite 130, East Windsor, New Jersey 08512.
Our office in China is
located at Room 4,10-F, Building #12, Sunking Plaza, Gaojiao Road, Hangzhou, Zhejiang Province, China, 311122. Our manufacturing and R&D
facilities are all located in Xinchang County, Zhejiang Province, China.
Properties Owned by
us
As of December 31,
2025, Greenland held land use rights of four parcels of land with an aggregate site area of approximately 81,171 square meters, located
in Xinchang County, Zhejiang Province, PRC. The terms of these land use rights are due to expire on November 14, 2062.
As of December 31,
2025, Greenland held three building ownership certificates for three buildings with an aggregate gross floor area of approximately 44,751
square meters. These properties are primarily used for production and office purposes.
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Property Leased by
us
As of December 31,
2025, Greenland leased an office space with an aggregate floor area of approximately 1,440 square feet in New Jersey and a monthly rent
of $2,910.
The Company believes
that the properties we currently own and lease for our business operations are adequate to meet our needs for the foreseeable future.
Legal Proceedings
From time to time, we
may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to
inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are
not party to, and our property is not the subject of, any material legal proceedings.
Regulations
PRC Law and Regulation
Policy Relating to the Foreign Invested General
Equipment Manufacturing Industry
The PRC implements its guidance on foreign investment
in different industries through the Catalogue for the Guidance of Foreign Investment Industries and the Special Administrative Measures
(Negative List) for Foreign Investment Access jointly amended and promulgated by the National Development and Reform Commission and the
Ministry of Commerce from time to time. According to the Catalogue of Encouraged Industries for Foreign Investment (Edition 2022) and
the Special Administrative Measures (Negative List) for Foreign Investment Access (Edition 2024) currently in force, the business activities
that we engage in are not classified as “prohibited” or “restricted” foreign invested industries.
Law and Regulation Relating to Product Quality
Pursuant to the Product Quality Law of the PRC,
which was promulgated on February 22, 1993 and amended on December 29, 2018, it is prohibited to produce or sell products that
do not meet the standards or requirement for safeguarding human health and ensuring human and property safety.
Where a defective product causes physical injury
to a person or damage to property, the aggrieved party may claim compensation against the producer or the seller of such product. Where
the responsibility for product defects lies with the producer, the seller shall, after settling compensation, have the right to recover
such compensation from the producer, and vice versa. Violations of the Product Quality Law may result in the imposition of fines. In addition,
the seller or the producer may be ordered to suspend operation and its business license may be revoked. Criminal liability may be incurred
in serious cases.
Law and Regulation Relating to Production Safety
Pursuant to the Production Safety Law of the PRC
(the “Production Safety Law”) promulgated by the Standing Committee of the National People’s Congress on June 29,
2002, last amended on June 10, 2021 and effective on September 1, 2021, enterprises and institutions shall be equipped with the conditions
for safe production as provided in the Production Safety Law and other relevant laws, administrative regulations, national standards and
industrial standards. Any entity that is not equipped with such conditions is not allowed to engage in production and business operation
activities.
The law also requires manufacturers to offer education
and training programs to their employees regarding production safety and to hire qualified employees who have completed special trainings
to engage in specialized operations. Manufacturers are required to provide protection equipment that meets the national or industry standards
to employees and to supervise and educate them regarding the use of such equipment. In addition, the design, manufacture, installation,
use, inspection and maintenance of safety equipment are required to conform to applicable national or industry standards. Furthermore,
emergency measures shall be established by an enterprise to prepare for the occurrence of any accidents threatening safe production.
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Law and Regulation Relating to Environmental
Protection
The laws and regulations governing the environmental
requirements for all units that cause environmental pollution and other public hazards in the PRC include, but are not limited to, the
Environmental Protection Law of the People’s Republic of China, the Environmental Impact Assessment Law of the People’s Republic
of China, and the Administrative Regulations on Environmental Protection for Construction Projects. Pursuant to these laws and regulations,
depending on the impacts on the environment caused by the project, environmental impact assessment documents shall be submitted by a developer
for approval or record at the required time. In addition, a construction project for which an environment impact report or environment
impact statement is formulated shall be put into production or use only when its complementary environmental protection facilities pass
acceptance inspection.
Law and Regulation Relating to Labor Protection
Pursuant to the Labor Law of the PRC and the Labor
Contract Law of the PRC which came into effect on January 1, 1995 (amended on December 29, 2018) and January 1, 2008 (amended
on December 28, 2012), respectively, labor contracts shall be concluded if labor relationships are to be established between the
employer and the employees.
Pursuant to the Social Insurance Law of the PRC
which was promulgated on October 28, 2010 and last amended on December 29, 2018, employees shall participate in basic pension
insurance, basic medical insurance and unemployment insurance. Basic pension, medical and unemployment insurance contributions shall be
paid by both employers and employees. Employees shall also participate in work-related injury insurance and maternity insurance.
Work-related injury insurance and maternity insurance contributions shall be paid by employers rather than employees. An employer
shall make registration with the local social insurance agency in accordance with the provisions of the Social Insurance Law of PRC. Moreover,
an employer shall declare and make social insurance contributions in full and on time. Pursuant to the Regulations on Management of Housing
Provident Fund which was promulgated on April 3, 1999 and amended on March 24, 2019, employers shall undertake registration
at the competent administrative center of housing provident fund and then, undergo the procedures of opening the account of housing provident
fund for their employees. Enterprises are also obliged to timely pay and deposit housing provident fund for their employees in full amount.
Law and Regulation Relating to Tax
Enterprise Income Tax
On March 16, 2007 and December 6, 2007
respectively, the National People’s Congress of China and the State Council of the PRC (the “State Council”) enacted
the Enterprise Income Tax Law of the PRC and the Implementation Regulations of Enterprise Income Tax Law of the PRC (collectively the
“PRC EIT Law”), both of which became effective on January 1, 2008 (amended successively from 2017 to 2024). The PRC EIT
Law imposes a uniform enterprise income tax rate of 25% on all residence enterprises, including foreign-invested enterprises, and
terminates most of the tax exemptions, reductions and preferential treatments available under previous tax laws and regulations.
However, the PRC EIT Law and its implementation
rules permit certain “high-technology enterprises strongly supported by the state” which hold independent ownership of
core intellectual property and simultaneously meet a list of other criteria, financial or non-financial, as stipulated in the Implementation
Rules, to enjoy a 15% enterprise income tax rate subject to certain new qualification criteria. The State Administration of Taxation (the
“SAT”), the PRC Ministry of Science and Technology and the MOF jointly issued the Administrative Rules for the Certification
of High and New Technology Enterprise delineating the specific criteria and procedures for “high and new technology enterprises”
certification.
Under the PRC EIT Law, enterprises are classified
as either “resident enterprises” or “non-resident enterprises.” Pursuant to PRC EIT Law and its implementation
rules, besides enterprises established within the PRC, enterprises established outside PRC whose “de facto management bodies”
are located in PRC are considered “resident enterprises” for PRC enterprise income tax purposes and subject to the uniform
25% enterprise income tax rate for their global income. According to the implementation rules of the PRC EIT Law, “de facto management
body” refers to a managing body that exercises, in substance, overall management and control over the manufacture and business,
personnel, accounting and assets of an enterprise.
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Withholding Tax
The PRC EIT Law removes the prior tax exemption
and imposes a 10% withholding tax on dividends paid by foreign-invested enterprises to foreign investors. However, for foreign investors
whose home countries or regions have signed bilateral tax agreements with PRC, the withholding tax rate may be reduced to as low as 5%
depending on the terms of the applicable tax treaty. In accordance with the Arrangement between Mainland PRC and Hong Kong for the Avoidance
of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income signed on August 21, 2006, the 5% withholding
tax rate applies to dividends paid by a PRC company to a Hong Kong tax resident, provided that the recipient is a company that holds directly
at least 25% of the interest of the PRC company, otherwise, the applicable withholding tax rate should be 10%. Further, pursuant to the
Notice on the Issues concerning the Application of the Dividend Clauses of Tax Agreements issued by the SAT on February 20, 2009,
the preferential tax rate under the relevant tax treaties shall only apply to a tax resident from the other side that directly holds at
least 25% of the interest of a PRC company for a period of consecutive 12 months prior to receiving the dividends.
Value Added Tax
Under the Value-added Tax Law of the PRC and its
Implementation Regulations, both effective from January 1, 2026, VAT is levied on a wide range of activities within China. The taxable
scope encompasses the sale of goods, the provision of services (such as processing and repair), the transfer of intangible assets and
immovable property, and the importation of goods. The current VAT system employs multiple tiers, including standard rates such as 13%,
9%, and 6%, as well as a zero rate applicable particularly to exported goods and certain cross-border services.
Regulations of Trial Administrative Measures
of Overseas Securities Offering and Listing by Domestic Companies
On February 17, 2023, the CSRC published the Regulations
of Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”)
and its accompanying guidelines and instructions, which came into effect on March 31, 2023, and will apply if a domestic enterprise issues
shares, depositary receipts, corporate bonds convertible into shares, or other securities of an equity nature outside of the PRC, or lists
its securities for trading outside of the PRC. According to such regulations, a domestic enterprise that issues and lists its securities
outside of the PRC shall comply with the filing procedures and report the relevant information to the CSRC. Where a domestic company fails
to fulfill filing procedure, offers and lists securities in an overseas market in violation of the Trial Measures, or the filing documents
contain misrepresentation, misleading statement or material omission, the CSRC shall order rectification, issue warning to such domestic
company, and impose a fine.
Law and Regulation Relating to Intellectual
Property Rights
Copyright Law
According to the Copyright Law of the PRC, which
was amended on November 11, 2020 and became effective on June 1, 2021, Chinese citizens, legal entities or other organizations shall enjoy
the copyright in their works, whether published or not, which include original intellectual achievements in the fields of literature,
art and science which can be expressed in a certain form. Copyright owners shall enjoy various kinds of rights, including the right of
publication, right of authorship and right of reproduction.
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Patent Law
Pursuant to the Patent Law of the PRC which was
amended on October 17, 2020 and became effective on June 1, 2021, the patent administration departments of the State Council are responsible
for the administration of patents across the nation. The patent administration departments of provincial, autonomous region or municipal
governments are responsible for administering patents within their respective jurisdictions. The PRC patent system adopts a “first
come, first file” principle, which means where more than one person files a patent application for the same invention, a patent
will be granted to the person who files the application first. To be patentable, invention or utility models must meet three criteria:
novelty, inventiveness and practicability. Invention patents are valid for 20 years, while utility model patents are valid for 10 years
and design patents are valid for 15 years, commencing from the date of application. The patentee shall pay annual fees commencing from
the year when the parent right is granted. If the patentee does not pay annual fees according to the requirements, the patent will be
terminated prior to its expiry. Other person must obtain consent or a proper license from the patent owner to use the patent. Otherwise,
the use constitutes an infringement of the patent rights. The infringer must, in accordance with the applicable regulations, undertake
to cease the infringement, take remedial action and/or pay damages.
Trademark Law
Pursuant to the Trademark Law of the PRC which
was amended on April 23, 2019 and became effective on November 1, 2019, the right to exclusive use of a registered trademark shall be
limited to trademarks which have been approved for registration and to commodities for which the use of trademark has been approved. The
period of validity of a registered trademark shall be 10 years, counted from the day the registration is approved. If a trademark registrant
wishes to use a trademark after the expiration of the duration of the trademark registration, according to the requirements, a registration
renewal application should be filed within 12 months prior to the expiration. Each registration renewal is valid for 10 years. Using a
trademark that is identical with a registered trademark on the same commodities without the licensing of the registrant of the registered
trademark; or using a trademark that is similar to a registered trademark on the same commodities, or using a trademark that is identical
with or similar to the registered trademark on similar commodities without the licensing of the registrant of the registered trademark,
which is likely to cause confusion; selling commodities that infringe upon the exclusive right to use a registered trademark; forging,
manufacturing a registered trademark which was registered by others without authorization, or selling a registered trademark forged or
manufactured without authorization; changing a registered trademark and putting the commodities with the changed trademark into the market
without the consent of the registrant of the registered trademark; providing, intentionally, convenience for activities infringing upon
others’ exclusive right to use a registered trademark, and facilitating others to commit infringement on the exclusive right to
use a registered trademark, constitutes an infringement of the exclusive right to use a registered trademark. The infringer must undertake
to cease the infringement, take remedial action and pay damages. The infringer also may be subject to fines or even criminal punishment.
Domain Names
The domain names are protected under the Administrative
Measures for Internet Domain Names promulgated by Ministry of Industry and Information Technology, or the MIIT, on August 24, 2017,
the effective date of which was November 1, 2017. MIIT is the major regulatory body responsible for the administration of the PRC
Internet domain names, under supervision of which PRC Internet Network Information Center, or CNNIC, is responsible for the daily administration
of CN domain names and Chinese domain names On June 18, 2019, CNNIC promulgated the Implementing Rules for the Registration of National
Top-level Domain Names, the Measures for the Resolution of Disputes over National Top-level Domain Names and the Procedures for the Resolution
of Disputes over National Top-level Domain Names in accordance with the Administrative Measures for Internet Domain Names. Pursuant to
such rules, the registration of domain names adopts the “first to file” principle and the registrant shall complete the registration
via the domain name registration service institutions. In the event of a domain name dispute, the disputed parties may lodge a complaint
to the designated domain name dispute resolution institution to trigger the domain name dispute resolution procedure in accordance with
the CNNIC Measures on Resolution of the Top-Level Domains Disputes, file a suit to the People’s Court or initiate an arbitration
procedure.
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Law and Regulation Relating to Foreign Currency
Exchange
The principal regulations governing foreign currency
exchange in the PRC are the Foreign Exchange Administrative Regulations (the “SAFE Regulations”) which was promulgated by
the State Council and last amended on August 5, 2008. Under the SAFE Regulations, the RMB is generally freely convertible for current
account items, including the distribution of dividends, trade and service-related foreign exchange transactions, but not for capital account
items, such as direct investment, loan, repatriation of investment and investment in securities outside the PRC, unless the prior approval
of the State Administration of Foreign Exchange is obtained.
U.S. Laws and Regulations
Battery Safety and Testing
Our battery packs of electric industrial heavy
equipment will be subject to various U.S. regulations that govern transport of “dangerous goods,” defined to include lithium
batteries, which may present a risk in transportation. We expect to use lithium battery packs in our electric industrial heavy equipment.
The use, storage and disposal of our battery packs are regulated under existing laws and are the subject of ongoing regulatory changes
that may add additional requirements in the future.
Product Liability Law
U.S. state law generally imposes liability on
all manufacturers and retailers (and parties in the supply chain) for injuries that result from unsafe, defective, and dangerous products
sold to consumers. Product liability claims in the United States are typically based on three theories of law: (1) strict liability, (2)
negligence and (3) breach of warranty. In addition, as noted above, U.S. laws and regulations can also obligate manufacturers and retailers
(and parties in the supply chain) to remedy product defects, which can include safety recall campaigns.
Parties involved in manufacturing, distributing,
or selling a product may be subject to liability for harm caused by a defect in that product. There are three types of product defects,
namely, design defects, manufacturing defects and defects in marketing. In a negligence claim, a defendant may be held liable for personal
injury or property damage caused by the failure to use due care. Strict liability claims, however, do not depend on the degree of carefulness
by the defendant. A defendant is liable when it is shown that an injury (personal or to property) occurred as the result of a product’s
defect. Breach of warranty is also a form of strict liability in the sense that a showing of fault is not required. The plaintiff need
only establish the warranty was breached, regardless of how that came about. Companies that manufacture, distribute or sell a product
in a particular state may be subject to the jurisdiction of such state’s product liability laws, whether the company’s jurisdiction
of incorporation or principal place of business is in that state, in another U.S. state or in a non-U.S. jurisdiction.
Product liability legal actions and recall campaigns
in the United States (“Product Liability Matters”) could involve personal injury and property damage and could involve claims
for substantial monetary damages. The results of any future litigation and claims involving product liability in the United States are
inherently unpredictable.
Employment and Labor Law
Private businesses operating in the United States
are subject to employment laws of the federal governments, state government, and, to a lesser extent, local counties or municipalities.
These laws govern many aspects of the workplace as set forth herein and failure to comply can result in fines and penalties from relevant
oversight agencies and liability to employees, which can include a multiple of actual damages, counsel fees, and punitive damages for
certain violations.
Businesses that operate in New Jersey must comply
with governing federal laws and New Jersey State laws (together, “US-NJ Employment Laws”). The default rule in New
Jersey is that, in the absence of a labor agreement or contract for employment for a specified term, employment is terminable at will.
Employers have a right to discharge an employee at any time, for any reason, or for no reason, provided the termination is not for a reason
prohibited by law.
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Broadly, our obligation to comply with applicable
US-NJ Employment Laws, includes laws and rules relating to:
(i)
Wage and hour standards, such as paying required overtime for employees who do not meet exemption requirements and work in excess of 40 hours in a week, paying minimum wage, and paying wages when due;
(ii)
Providing leave and leave benefits to eligible employees, including requirements that unpaid family leave and unpaid leave for reasons including domestic violence or sexual assault shall be provided by covered employers;
(iii)
Non-discrimination and anti-retaliation;
(iv)
Providing reasonable accommodations to and engaging in the interactive process with employees with disabilities, religious needs, or other protected characteristics;
(v)
Ensuring employees are eligible to be employed in the United States; and
(vi)
Occupational safety.
Failure to comply with the US-NJ Employment
Laws may, in some instances, expose us to civil liability to employees or former employees for compensatory damages, statutory damages,
as well as punitive damages and counsel fees. We could also be subject to fines, penalties, and assessments from various regulatory authorities.