SEC Filing | Greenland Technologies Holding Corporation

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File number 000-26731

GREENLAND TECHNOLOGIES HOLDING CORPORATION

(Exact name of registrant as specified in charter)

British Virgin Islands		001-38605
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11-F, Building #12, Sunking Plaza, Gaojiao Road, Hangzhou, Zhejiang People’s Republic of China		311122
(Address of principal executive offices)		(Zip Code)

(86) 010-53607082

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, no par value		GTEC		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of November 10, 2020, there were 10,156,142 ordinary shares, no par value, issued and outstanding.

INDEX

		Page
		Number
PART I.	FINANCIAL INFORMATION	1

ITEM 1.	Financial Statements (unaudited)	1

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	15

ITEM 4.	Controls and Procedures	16

PART II.	OTHER INFORMATION	17

ITEM 1.	Legal Proceedings	17

ITEM 1A.	Risk Factors	17

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17

ITEM 3.	Defaults Upon Senior Securities	17

ITEM 4.	Mine Safety Disclosures	17

ITEM 5.	Other Information	17

ITEM 6.	Exhibits	18

Signatures		19

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, Financial Statements and Notes to Financial Statements contain forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. Forward-looking statements may appear throughout this report and other documents we file with the Securities and Exchange Commission (SEC), including without limitation, the following sections: Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q.

Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “may,” “could,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. In addition, there is uncertainty about the spread of the COVID-19 virus and the impact it may have on the Company’s operations, the demand for the Company’s products or services, global supply chains and economic activity in general. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GREENLAND TECHNOLOGIES HOLDING CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2020

TABLE OF CONTENTS

PAGE	F-1-F-2	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2020 AND DECEMBER 31, 2019 (UNAUDITED)

PAGE	F-3	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 (UNAUDITED)

PAGE	F-4	CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, JUNE 30, SEPTEMBER 30, 2020 AND 2019 (UNAUDITED)

PAGE	F-5-F-6	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 (UNAUDITED)

PAGE	F-7-F-34	NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2020 AND DECEMBER 31, 2019 (UNAUDITED)

(IN U.S. DOLLARS)

	September 30,		December 31,
	2020		2019
ASSETS
Current assets
Cash and cash equivalents	$	10,418,741	$	2,123,485
Restricted cash		775,875		3,593,722
Notes receivables, net of allowance for notes receivables of $7,354 and $15,338, respectively		20,018,092		16,156,692
Accounts receivable, net of allowance for doubtful accounts of $1,183,770 and $1,037,797, respectively		15,693,614		11,971,889
Inventories		12,573,915		9,972,877
Due from related parties-current		1,104		36,042,829
Advance to suppliers		104,872		50,664
Prepayments and Other current assets		125,151		327,555
Total Current Assets	$	59,711,364	$	80,239,713

Non-current asset
Property, plant, equipment and construction in progress, net		19,861,333		20,630,251
Land use rights, net		3,888,621		3,862,547
Other intangible assets		12,031		5,174
Due from related parties-non-current		37,210,144		430,034
Deferred tax assets		545,567		513,805
Goodwill		3,890		3,890
Other non-current assets		5,454		798,429
Total non-current assets	$	61,527,040	$	26,244,130
TOTAL ASSETS	$	121,238,404	$	106,483,843

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-1

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2020 AND DECEMBER 31, 2019 (UNAUDITED) (Continued)

(IN U.S. DOLLARS)

	September 30,		December 31,
	2020		2019
Current Liabilities
Short-term bank loans	$	20,712,560	$	16,861,615
Notes payable - bank acceptance notes		17,671,375		15,050,902
Accounts payable		21,573,305		14,713,008
Taxes payables		268,861		12,529
Customer deposits		338,892		132,194
Due to related parties		4,076,314		3,481,984
Other current liabilities		1,513,260		3,086,859
Long-term payable - current-portion		741,215		2,654,230
Total current liabilities	$	66,895,782	$	55,993,321

Long-term liabilities
Long-term payables		370,392		1,349,850
Other long-term liabilities		2,310,894		2,178,548
Total long-term liabilities	$	2,681,286	$	3,528,398
TOTAL LIABILITIES	$	69,577,068	$	59,521,719
COMMITMENTS AND CONTINGENCIES
EQUITY
Ordinary shares, no par value: 10,021,142 and 10,006,142 shares issued and outstanding as of September 30, 2020 and December 31, 2019		-		-
Additional paid-in capital		15,269,485		15,226,685
Statutory reserves		4,338,618		3,866,574
Retained earnings		21,101,803		19,863,600
Accumulated other comprehensive income (loss)		1,942,237		(360,981	)
Total shareholders’ equity	$	42,652,143	$	38,595,878
Non-controlling interest		9,009,193		8,366,246
TOTAL EQUITY	$	51,661,336	$	46,962,124

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	121,238,404	$	106,483,843

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-2

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 (UNAUDITED)

(IN U.S. DOLLARS)

	For the three months ended September 30,						For the nine months ended September 30,
	2020			2019			2020			2019
REVENUES	$	16,520,598		$	11,951,535		$	42,969,010		$	40,502,305
COST OF GOODS SOLD		13,122,382			9,949,895			34,764,736			31,875,891
GROSS PROFIT		3,398,216			2,001,640			8,204,274			8,626,414
Selling expenses		270,654			180,252			792,030			778,348
General and administrative expenses		324,073			363,353			1,841,958			1,253,646
Research and development expenses		564,204			450,111			1,604,151			1,600,890
Total operating expenses	$	1,158,931		$	993,716		$	4,238,139		$	3,632,884
INCOME FROM OPERATIONS	$	2,239,285		$	1,007,924		$	3,966,135		$	4,993,530
Interest income		66,960			6,111			142,791			132,141
Interest expense		(231,760	)		(415,203	)		(942,524	)		(1,292,746	)
Other income (loss)		(1,267,982	)		(309,018	)		(415,150	)		40,092
INCOME BEFORE INCOME TAX	$	806,503		$	289,814		$	2,751,252		$	3,873,017
INCOME TAX		346,502			47,784			491,660			624,735
NET INCOME	$	460,001		$	242,030		$	2,259,592		$	3,248,282
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST		252,068			86,346			535,898			420,650
NET INCOME ATTRIBUTABLE TO GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES	$	207,933		$	155,684		$	1,723,694		$	2,827,632
OTHER COMPREHENSIVE INCOME (LOSS):		3,657,192			(1,613,847	)		2,410,267			(1,725,902	)
Unrealized foreign currency translation income (loss) attributable to Greenland technologies holding corporation and subsidiaries		2,863,032			(1,662,531	)		2,303,218			(1,740,796	)
Unrealized foreign currency translation income attributable to Noncontrolling interest		794,160			48,684			107,049			14,894
Comprehensive income (loss)		3,070,965			(1,506,847	)		4,026,912			1,086,836
Noncontrolling interest		1,046,228			135,030			642,947			435,544
WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING:
Basic and diluted		10,021,142			7,500,000			10,017,204			7,500,000
NET INCOME PER ORDINARY SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY:
Basic and diluted	$	0.02		$	0.02		$	0.17		$	0.38

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-3

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, JUNE 30, SEPTEMBER 30, 2020 AND 2019 (UNAUDITED)

(IN U.S. DOLLARS, EXCEPT FOR SHARE DATA)

	Ordinary Shares				Additional		Accumulated Other								Non-
	No Par Value				Paid-in		Comprehensive			Statutory		Retained			controlling
	Shares		Amount		Capital		Income/(loss)			Reserve		Earnings			Interest			Total
Balance at December 31, 2018		7,500,000		-		12,301,305		173,881			3,334,322		15,931,296			7,898,064			39,638,868
Net income		-		-		-		-			-		1,542,194			186,358			1,728,552
Transfer to statutory reserve		-		-		-		-			164,296		(164,296	)		-			-
Foreign currency translation adjustment		-		-		-		782,078			-		-			101,010			883,088
Balance at March 31, 2019		7,500,000		-		12,301,305		955,959			3,498,618		17,309,194			8,185,432			42,250,508
Net income		-		-		-		-			-		1,129,754			147,946			1,277,700
Transfer to statutory reserve		-		-		-		-			134,261		(134,261	)		-			-
Foreign currency translation adjustment		-		-		-		(860,343	)		-		-			(134,800	)		(995,143	)
Balance at June 30, 2019		7,500,000		-		12,301,305		95,616			3,632,879		18,304,687			8,198,578			42,533,065
Net income		-		-		-		-			-		155,684			86,346			242,030
Transfer to statutory reserve		-		-		-		-			16,721		(16,721	)		-			-
Foreign currency translation adjustment		-		-		-		(1,662,531	)		-		-			48,684			(1,613,847	)
Balance at September 30, 2019		7,500,000		-		12,301,305		(1,566,915	)		3,649,600		18,443,650			8,333,608			41,161,248
Balance at December 31, 2019		10,006,142		-	$	15,226,685	$	(360,981	)		3,866,574	$	19,863,600		$	8,366,246		$	46,962,124
Restricted stock grants		15,000		-		42,800		-			-		-			-			42,800
Net income		-		-		-		-			-		256,664			71,419			328,083
Transfer to statutory reserve		-		-		-		-			60,253		(60,253	)		-			-
Foreign currency translation adjustment		-		-		-		(604,994	)		-		-			(700,766	)		(1,305,760	)
Balance at March 31, 2020		10,021,142		-	$	15,269,485	$	(965,975	)		3,926,827	$	20,060,011		$	7,736,899		$	46,027,247

Net income		-		-		-		-			-		1,259,097			212,411			1,471,508
Transfer to statutory reserve		-		-		-		-			195,723		(195,723	)		-			-
Dividend		-		-		-		-			-		(13,447	)		-			(13,447	)
Foreign currency translation adjustment		-		-		-		45,180			-		-			13,655			58,835
Balance at June 30, 2020		10,021,142		-		15,269,485		(920,795	)		4,122,550		21,109,938			7,962,965			47,544,143

Net income		-		-		-		-			-		207,933			252,068			460,001
Transfer to statutory reserve		-		-		-		-			216,068		(216,068	)		-			-
Foreign currency translation adjustment		-		-		-		2,863,032			-		-			794,160			3,657,192
Balance at September 30, 2020		10,021,142		-		15,269,485		1,942,237			4,338,618		21,101,803			9,009,193			51,661,336

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-4

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 (UNAUDITED)

(IN U.S. DOLLARS)

	For the nine months ended September 30,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,259,592		$	3,248,282
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,751,084			1,723,564
Loss on disposal of property and equipment		-			(253,869	)
Increase in allowance for doubtful accounts		114,108			74,858
Decrease in allowance for notes receivable		(8,166	)		(29,070	)
(Decrease) increase in inventory impairment		(59,565	)		29,795
Deferred tax assets		(17,139	)		55,645
Stock based compensation expense		42,800			-
Loss on prepayment of financing lease obligations		53,130			-
Changes in operating assets and liabilities:
Decrease (Increase) In:
Accounts receivable		(3,410,247	)		(2,368,390	)
Notes receivable		(3,311,935	)		1,141,089
Inventories		(2,201,159	)		2,387,499
Advance to suppliers		(51,312	)		(101,111	)
Other current and noncurrent assets		205,389			(38,977	)
Increase (Decrease) In:
Accounts payable		6,324,278			1,751,031
Customer deposits		197,285			17,713
Other current liabilities		(263,813	)		563,942
Income tax payable		248,702			(57,544	)
Due to related parties		312,785			(418,668	)
Long-term payables-unamortized deferred financing costs		199,742			334,609
Other long-term liabilities		(184,022	)		(163,223	)

NET CASH PROVIDED BY OPERATING ACTIVITIES	$	2,201,537		$	7,897,175

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-5

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 (UNAUDITED) (Continued)

(IN U.S. DOLLARS)

	For the nine months ended September 30
	2020			2019
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of long term assets	$	(436,446	)	$	(1,011,941	)
Proceeds from sale of property, plant and equipment		-			91,176
Proceeds from government grants for construction		253,329			324,193
NET CASH USED IN INVESTING ACTIVITIES	$	(183,117	)	$	(596,572	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term bank loans	$	20,838,520		$	21,725,658
Repayments of short-term bank loans		(17,547,399	)		(22,184,928	)
Repayments of long-term bank loans		-			(4,738,500	)
Issuance of notes payable		20,646,974			18,252,962
Repayment of notes payable		(18,502,957	)		(23,285,548	)
Proceeds from related parties		1,018,437			2,298,514
Repayment of loans from related parties		(520,823	)		(3,336,757	)
Repayment of loans from third parties		(5,723,689	)		(2,916,000	)
Proceeds from third parties		4,376,267			145,800
Dividend paid		(13,447	)		(164,257	)
Proceeds received from financing lease obligation		1,430,922			6,094,440
Prepayment of lease-financing obligations		(2,295,833	)		-
Payment of principal on financing lease obligation		(1,510,861	)		(1,771,595	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	$	2,196,111		$	(9,880,211	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	$	4,214,531		$	(2,579,608	)
Effect of exchange rate changes on cash		1,262,878			(398,717	)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR		5,717,207			8,968,177
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	11,194,616		$	5,989,852
Cash and cash equivalents		10,418,741			3,858,305
Restricted cash		775,875			2,131,547
Supplemental Disclosure of Cash Flow Information
Income taxes paid		417,549			654,779
Interest paid		946,589			1,302,629

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-6

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

Greenland Technologies Holding Corporation, formerly known as Greenland Acquisition Corporation (“Greenland” or the “Company”), was incorporated on December 28, 2017 as a British Virgin Islands Company with limited liability. The Company was incorporated as a blank check Company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more target businesses. On October 24 2019, the Company acquired all of the outstanding shares of Zhongchai Holding (Hong Kong) Limited via a reverse capitalization and changed its name from Greenland Acquisition Corporation to Greenland Technologies Holding Corporation.

Greenland serves as the parent Company for the primary operating Company, Zhongchai Holding (Hong Kong) Limited, a holding Company formed under the laws of Hong Kong on April 23, 2009 (“Zhongchai Holding”). Through Zhongchai Holding and other subsidiaries, Greenland develops and manufactures traditional transmission products for material handling machineries in PRC, as well as develop models for robotic cargo carriers, which are expected to be produced in the near future in PRC.

The outbreak of the novel coronavirus, commonly referred to as “COVID-19”, first found in mainland China, then in Asia and eventually throughout the world, has significantly affected business and manufacturing activities within China. The government implemented a series of measures to constrain the spread of virus, including travel restrictions, widespread mandatory quarantines, and suspension of business activities within China. Effective February 3, 2020, the Company announced the temporary closure of its operating offices in Zhejiang Province, including suspension of its manufacturing activities in response to the emergency measures imposed by the local government. The Company’s operating subsidiaries were temporarily shut down until the end of February 2020. The Company expects to delay its launch of robotic cargo carriers due to uncertainties of the market demand. Moreover, the outbreak has significantly limited suppliers’ ability to provide low-cost, high-quality parts and materials to the Company on a timely basis. Zhejiang Province, where we conduct a substantial part of our business, is one of the most affected areas in China. As of the date of this report, Chinese industries have gradually resumed businesses as government officials started to ease the restrictive measures since April 2020. However, we remain cautious and prudent when assessing the future impact of COVID-19 on our business due to the current ongoing global pandemic.

The Company’s Shareholders

As of September 30, 2020, Cenntro Holding Limited owns 74.842% of Greenland’s outstanding ordinary shares. Cenntro Holding Limited is controlled and beneficially owned by Mr. Peter Zuguang Wang, chairman of the Company.

The Company’s Subsidiaries

Zhongchai Holding, the wholly-owned subsidiary of the Company, owned 89.47% of Zhejiang Zhongchai Machinery Co., Ltd. (“Zhejiang Zhongchai”), 62.5% of Shanghai Hengyu Enterprise Management Consulting Co., Ltd. (“Hengyu”), and 100% of Hangzhou Greenland Robotic Co., Ltd (“Hangzhou Greenland”).

Zhejiang Zhongchai, the subsidiary of the Company, is the sole shareholder of Zhejiang Shengte Transmission Co., Ltd. (“Shengte”). It also owned 62.5% of Hengyu until transferred its ownership to Zhongchai Holding on July 15, 2019.

F-7

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)

Zhejiang Zhongchai

Zhejiang Zhongchai, a limited liability Company registered on November 21, 2005, is the direct operating subsidiary of Zhongchai Holding in PRC. On April 5, 2007, Usunco Automotive Limited (“Usunco”), a British Virgin Islands limited liability Company, invested $8,000,000 USD for purchasing approximately 75.47% equity interest of Zhejiang Zhongchai. On December 16, 2009, Usunco agreed to transfer its 75.47% interest in Zhejiang Zhongchai to Zhongchai Holding. On April 26, 2010, Xinchang County Keyi Machinery Co., Ltd. transferred 24.528% equity interest it owned in Zhejiang Zhongchai to Zhongchai Holding in exchange for a consideration of US$2.6 million. On November 1, 2017, Xinchang County Jiuxin Investment Management Partnership (LP) (“Jiuxin”), an entity controlled and beneficially owned by Mr. He Mengxing, president of Zhejiang Zhongchai, closed its investment of approximately RMB31,590,000 in Zhejiang Zhongchai for 10.53% of its interest. As of September 30, 2020, Zhongchai Holding owns approximately 89.47% of Zhejiang Zhongchai and Jiuxin owns approximately 10.53% of Zhejiang Zhongchai.

Through Zhejiang Zhongchai, the Company has been engaging in the manufacture and sale of transmission systems mainly for forklift trucks since 2006. These forklift trucks are used in manufacturing and logistics applications, such as factory, workshop, warehouse, fulfilment centers, shipyards and seaports. The transmission systems are the key components for forklift trucks. The Company supplies transmission systems to forklift truck manufacturers. Its transmission systems fit for forklift trucks ranging from 1 to 15 tons, with either mechanical shift or automatic shift. All the products are currently manufactured at the Company’s facility in Xinchang, Zhejiang Province, PRC and are sold to both domestic and oversea markets. The Company has moved to its new factory in Meizhu, Xinchang, Zhejiang Province, PRC, in October of 2019.

Shengte

Shengte is a limited liability Company incorporated in Zhejiang, PRC on February 24, 2006.

Shengte manufactures transmission box parts for Zhejiang Zhongchai. All parts were manufactured in the Company’s Xinchang facility and were sold internally to Zhejiang Zhongchai. In January 2019 Shengte has stopped its business and transferred its most assets to Zhejiang Zhongchai and only maintain its employee social benefit function in the local region.

Hengyu

Hengyu is a limited liability Company incorporated in Shanghai, PRC on September 10, 2015. Hengyu holds no assets other than an account receivable owed by Cenntro Holding Limited. Hengyu’s business operations are providing investment management and consulting services.

Hangzhou Greenland

Hangzhou Greenland is a limited liability Company incorporated in Zhejiang, PRC on August 9, 2019. Hangzhou Greenland’s operation focuses on designing and manufacturing robotic cargo carriers based on a conceptual prototype developed by our R&D team in 2018.

F-8

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)

Greenland Tech

On January 14, 2020, Greenland established its wholly owned subsidiary in the state of Delaware named Greenland Technologies Corporation (“Greenland Tech”). The Company aims to use it as the US operation site of the Company and promotes sales of robotic products for the North American market in the near future. Greenland Tech currently does not conduct any business activities.

Details of the Company’s subsidiaries, which are included in these unaudited consolidated financial statements as of September 30, 2020, are as follows:

Name

Domicile and Date
of Incorporation

Paid-in Capital

Percentage of
Effective
Ownership

Principal Activities

Zhongchai Holding (Hong Kong) Limited

Hong Kong
April 23, 2009

HKD

10,000

100

Holding

Zhejiang Zhongchai Machinery Co., Ltd.

PRC
November 21, 2005

USD

28,612,943

89.47

Manufacture, sale of various transmission boxes

Zhejiang Shengte Transmission Co., Ltd.

PRC
February 24, 2006

RMB

5,000,000

89.47

Manufacture and sale of parts of transmission box

Shanghai Hengyu Enterprise Management Consulting Co., Ltd.

PRC
September 10, 2015

RMB

251,500,000

62.5

Investment management and consulting services.

Hangzhou Greenland Robotic Technologies Co., Ltd.

PRC
August 9, 2019

RMB

252,862

100

Manufactures and sales carrier cargo robotics.

Greenland Technologies Corporation

Delaware, USA
January 14, 2020

USD

100

US operation and promote robotic enabled automated warehouse system for North American market

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying condensed consolidated balance sheet as of December 31, 2019 is derived from the Company’s audited financial statements as of that date. Because certain information and footnote disclosures have been condensed or omitted, these consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2019 contained in the Company’s 2019 Annual Report on Form 10-K (the “2019 Form 10-K”). In management’s opinion, all normal and recurring adjustments considered necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been included. When necessary, certain prior year amounts have been reclassified to conform to the current period presentation. Interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. The Company believes that the disclosures made in these condensed consolidated financial statements are adequate to make the information not misleading.

F-9

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Greenland Technologies Holding Corporation and its subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Intercompany accounts and transactions have been eliminated upon consolidation. Certain reclassifications to previously reported financial information have been made to conform to the current period presentation.

The Business Combination was accounted for 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 facts and circumstances, including the following:

●

Zhongchai Holding’s operations comprise the ongoing operations of the combined entity;

●

The officers of the newly 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 the Company and Zhongchai Holding following the Business Combination in October 24, 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 consistent with the treatment of the transaction as a reverse capitalization of Zhongchai Holding.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. Actual results could differ from those estimates. Significant estimates in the three and nine months ended September 30, 2020 and 2019 include allowance for doubtful accounts, reserve for inventories, useful life of property, plant and equipment, assumptions used in assessing impairment of long-term assets and valuation of deferred tax assets and accruals for taxes due.

Non-controlling Interest

Non-controlling interests in the Company’s subsidiaries are recorded in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 810 Consolidation (“ASC 810”) and are reported as a component of equity, separate from the parent’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

F-10

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Foreign Currency Translation

The accompanying consolidated financial statements are presented in United States dollars (“US$” or “$”). The functional currency of the Company is Renminbi (“RMB”). Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of operations.

	For the nine months ended September 30,
	2020		2019
Period end RMB: US$ exchange rate		6.7896		7.1477
Period average RMB: US$ exchange rate		6.9885		6.8587

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions The PRC government imposes significant exchange restrictions on fund transfers out of the PRC that are not related to business operations.

Revenue Recognition

In accordance with ASC Topic 606, “Revenue from Contracts with Customers”, the Company recognizes revenues when goods or services are transferred to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. In determining when and how revenues are recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations and (v) recognition of revenues when (or as) the Company satisfies each performance obligation. The Company derives revenues from the processing, distribution and sale of its products. The Company recognizes its revenues net of value-added taxes (“VAT”). The Company is subject to VAT which had been levied at the rate of 17% on the invoiced value of sales until April 30, 2018, after which date the rate was reduced to 16%. VAT rate was further reduced to 13% starting from April 1, 2019. Output VAT is borne by customers in addition to the invoiced value of sales and input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded for export sales.

Revenues are recognized at a point in time once the Company has determined that the customer has obtained control over the product. Control is typically deemed to have been transferred to the customer when the performance obligation is fulfilled, usually at the time of customers’ acceptance or consumption, at the net sales price (transaction price) and each of the criteria under ASC 606 have been met. Contract terms may require the Company to deliver the finished goods to the customers’ location or the customer may pick up the finished goods at the Company’s factory. International sales are recognized when shipment clears customs and leaves the port.

The Company has adopted ASC 606 on January 1, 2018, using the transition method of Modified-Retrospective Method (“MRM”). The adoption of ASC 606 had no impact on the Company’s beginning balance of retained earnings.

The Company’s contracts are all short-term in nature with a contract term of one year or less. Receivables are recorded when the Company has an unconditional right to consideration.

F-11

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Contracts do not offer any price protection, but allow for the return of certain goods if quality problem, which is standard warranty. The Company’s product returns and recorded reserve for sales returns were minimal for the nine months ended September 30, 2020 and 2019. The total sales return and warranty expenditures amount are accounting for around 0.51% and 0.56% of the total revenue of Greenland.

The following table sets forth disaggregation of revenue:

	For the three months ended September 30,				For the nine months ended September 30,
Major Product	2020		2019		2020		2019
Transmission boxes for Forklift		14,998,460		9,985,094		39,359,886		35,763,973
Transmission boxes for Non-Forklift (EV, etc.) and parts of transmission boxes		1,522,138		1,966,441		3,609,124		4,738,332
Total		16,520,598		11,951,535		42,969,010		40,502,305

Cost of Goods Sold

Cost of goods sold consists primarily of material costs, freight charges, purchasing and receiving costs, inspection costs, internal transfer costs, wages, employee compensation, amortization, depreciation and related costs, which are directly attributable to the production of products. Write-down of inventory to lower of cost or net realizable value is also recorded in cost of goods sold.

Selling Expenses

Selling expenses include operating expenses such as payroll and traveling and transportation expenses.

General and Administrative Expenses

General and administrative expenses include management and office salaries and employee benefits, depreciation for office facility and office equipment, travel and entertainment, legal and accounting, consulting fees and other office expenses.

Research and Development

Research and development costs are expensed as incurred and totaled approximately $564,204 and $450,111 for the three months ended September 30, 2020 and 2019, respectively. Research and development costs are expensed as incurred and totaled approximately $1,604,151 and $1,600,890 for the nine months ended September 30, 2020 and 2019, respectively.

Government subsidies

Government subsidies are recognized when there is reasonable assurance that the subsidy will be received and all attaching conditions will be complied with. When the subsidy relates to an expense item, it is recognized as income over the periods necessary to match the subsidy on a systematic basis to the costs that it is intended to compensate. Where the subsidy relates to an asset, it is recognized as other long-term liabilities and is released to the statement of operations over the expected useful life in a consistent manner with the depreciation method for the relevant asset. Total government subsidies recorded in the other long-term liabilities were $2.31 million and $2.18 million at September 30, 2020 and December 31, 2019, respectively.

F-12

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes

The Company accounts for income taxes following the liability method pursuant to FASB ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in income in the period that includes the enactment date.

The Company also follows FASB ASC 740, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of September 30, 2020 and December 31, 2019, the Company did not have a liability for unrecognized tax benefits. It is the Company’s policy to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. The Company’s historical tax years will remain open for examination by the local authorities until the statute of limitations has passed.

Value-Added Tax

Enterprises or individuals, who sell commodities, engage in repair and maintenance or import or export goods in the PRC are subject to a value added tax in accordance with PRC Laws. The VAT standard rate had been 17% of the gross sale price until April 30, 2018, after which date the rate was reduced to 16%. VAT rate was further reduced to 13% starting from April 1, 2019. A credit is available whereby VAT paid on the purchases of semi-finished products or raw materials used in the production of the Company’s finished products can be used to offset the VAT due on the sales of the finished products.

Statutory Reserve

In accordance with the PRC Regulations on Enterprises with Foreign Investment, an enterprise established in the PRC with foreign investment is required to provide for certain statutory reserves, namely (i) General Reserve Fund, (ii) Enterprise Expansion Fund and (iii) Staff Welfare and Bonus Fund, which are appropriated from net profit as reported in the enterprise’s PRC statutory accounts. A wholly-owned foreign enterprise is required to allocate at least 10% of its annual after-tax profit to the General Reserve Fund until the balance of such fund has reached 50% of its respective registered capital. A non-wholly-owned foreign invested enterprise is permitted to provide for the above allocation at the discretion of its board of directors. Appropriations to the Enterprise Expansion Fund and Staff Welfare and Bonus Fund are at the discretion of the board of directors for all foreign invested enterprises. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity during the year from transactions and other events, excluding the changes resulting from investments by owners and distributions to owners, and is not included in the computation of income tax expense or benefit. Accumulated comprehensive income consists of foreign currency translation. The Company presents comprehensive income (loss) in accordance with ASC Topic 220, “Comprehensive Income”.

F-13

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Earnings per share

The Company calculates earnings per share in accordance with ASC Topic 260 “Earnings per Share.” Basic earnings per share is computed by dividing the net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential ordinary shares equivalents had been issued and if the additional common shares were dilutive. On October 24, 2019, the Company completed a reverse merger with Greenland Acquisition Corporation whereby the Company received 7,500,000 shares 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. The per share amounts have been updated to show the effect of the exchange on earnings per share as if the exchange occurred at the beginning of both years for the annual financial statements of the Company. The impact of the stock exchange is also shown on the Company’s Statements of Shareholders’ Equity.

Pursuant to the Service Agreement entered into and by the Company and Chineseinvestors.com, Inc., an Indiana corporation (“CIIX”) on August 21, 2019 (the “Service Agreement”), CIIX were to provide certain investor relations services to the Company for a period of three months beginning on August 21, 2019. And later on February 24, 2020, the Company and CIIX entered into a termination agreement (the “CIIX Termination Agreement”) to terminate their respective obligations under the Service Agreement. Pursuant to the CIIX Termination Agreement, the Company agreed to issue 5,000 restricted ordinary shares, no par value (the “CIIX Termination Shares”) to CIIX.

Pursuant to the Investor Relations Consulting Agreement entered into and by the Company and Skyline Corporate Communication Group, LLC, a Massachusetts limited liability Company (“SCCG”) on August 15, 2019 (the “Consulting Agreement”), SCCG were to provide certain investor relations services to the Company for a period of twelve months beginning on August 15, 2019. And later on February 25, 2020, the Company and SCCG entered into a termination agreement (the “SCCG Termination Agreement”) to terminate their respective obligations under the Consulting Agreement. Pursuant to the SCCG Termination Agreement, the Company agreed to issue 10,000 restricted ordinary shares, no par value (the “SCCG Termination Shares”) to SCCG.

Pursuant to the CIIX Termination Agreement and the SCCG Termination Agreement, 5,000 and 10,000 restricted ordinary shares, no par value, were issued to CIIX and SCCG on March 12, 2020 and March 13, 2020, respectively, and will be utilized for calculating earnings per share for the three and nine months ended September 30, 2020.

Cash and Cash Equivalents

For financial reporting purposes, the Company considers all highly liquid investments purchased with original maturity of three months or less to be cash equivalents. The Company maintains no bank account in the United States of America. The Company maintains its bank accounts in PRC and Hong Kong Special Administrative Region (“SAR”). Balances at financial institutions or state-owned banks within PRC and Hong Kong SAR are not covered by insurance.

Restricted Cash

Restricted cash represents amounts held by a bank as security for bank acceptance bills, as well as the financial product secured for the short-term bank loan and therefore is not available for the Company’s use until such time as the bank acceptance notes and bank loans have been fulfilled or expired, normally within a twelve-month period.

F-14

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments

The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures, to the financial instruments that are required to be carried at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy based upon observable and non-observable inputs that prioritizes the information used to develop our assumptions regarding fair value. Fair value measurements are separately disclosed by level within the fair value hierarchy.

●

Level 1—defined as observable inputs such as quoted prices in active markets for identical assets or liabilities;

●

Level 2—defined as inputs other than quoted prices in active markets, that are either directly or indirectly observable; and

●

Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company’s financial instruments primarily consist of cash and cash equivalents, restricted cash, accounts receivable, notes receivable, accounts payable, other payables and accrued liabilities, short-term bank loans, and notes payable.

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and other current assets and liabilities approximate fair value because of the short-term nature of these items. The estimated fair values of short-term bank loans were not materially different from their carrying value as presented due to the short maturities and that the interest rates on the borrowing approximate those that would have been available for loans of similar remaining maturity and risk profile. As the carrying amounts are reasonable estimates of the fair value, these financial instruments are classified within Level 1 of the fair value hierarchy.

Accounts Receivable

Accounts receivable are carried at net realizable value. The Company reviews its accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, customer’s historical payment history, its current creditworthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. The Company only grants credit terms to established customers who are deemed to be financially responsible. Credit periods to customers are within 90 days after customers received the purchased goods. If accounts receivables are to be provided for, or written off, they would be recognized in the consolidated statement of operations within operating expenses. Allowance of doubtful accounts was $1.18 million and $1.04 million as of September 30, 2020 and December 31, 2019, respectively.

Inventories

Inventories are stated at the lower of cost or net realizable value, which is based on estimated selling prices less any further costs expected to be incurred for completion and disposal. Cost of raw materials is calculated using the weighted average method and is based on purchase cost. Work-in-progress and finished goods costs are determined using the weighted average method and comprise direct materials, direct labor and an appropriate proportion of overhead. As of September 30, 2020 and December 31, 2019, the Company had recognized impairment of inventories of $0.08 million and $0.13 million, respectively. The Company records inventory reserves for excess or obsolete inventories based upon assumptions about our current and future demand forecasts.

F-15

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Advance to Suppliers

Advance to suppliers represents interest-free cash paid in advance to suppliers for purchases of parts and/or raw materials. The balance of advance to suppliers was $0.10 million and $0.05 million as of September 30, 2020 and December 31, 2019.

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost less accumulated depreciation, and include expenditure that substantially increases the useful lives of existing assets. Expenditures for repairs and maintenance, which do not extend the useful life of the assets, are expensed as incurred.

Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives are as follows:

Plant, buildings and improvements			20 years
Machinery and equipment			2~10 years
Motor vehicles			4 years
Office Equipment			3~5 years
Fixed Assets decoration			5 years

When assets are sold or retired, their costs and accumulated depreciation are eliminated from the consolidated financial statements and any gain or loss resulting from their disposal is recognized in the period of disposition as an element of other income. The cost of maintenance and repairs is charged to income as incurred, whereas significant renewals and betterments are capitalized.

Land Use Rights

According to the PRC laws, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government. The land use rights granted to the Company are being amortized using the straight-line method over the lease term of fifty years.

Impairment of Long-Lived Assets

Long-lived assets are evaluated for impairment periodically whenever events or changes in circumstances indicate that their related carrying amounts may not be recoverable in accordance with FASB ASC 360, “Property, Plant and Equipment”.

In evaluating long-lived assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition in accordance with FASB ASC 360-10-15. To the extent that estimated future, undiscounted cash inflows attributable to the asset, less estimated future, undiscounted cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value. Assets to be disposed of and for which there is a committed plan of disposal, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell.

There was no impairment loss recognized for the three and nine months ended September 30, 2020 and 2019.

Segments and Related Information

ASC 280 “Segment reporting” establishes standards for reporting information on operating segments in interim and annual financial statements. All of the Company’s operations are considered by the chief operating decision maker to be aggregated in one reportable operating segment.

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GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company is engaged in the business of manufacturing and selling various transmission boxes. The Company’s manufacturing process is essentially the same for the entire Company and is performed in-house at the Company’s facilities in PRC. The Company’s customers primarily consist of entities in the automotive, construction machinery or warehousing equipment industries. The distribution of the Company’s products is consistent across the entire Company. In addition, the economic characteristics of each customer arrangement are similar in that the Company maintains policies at the corporate level.

Commitments and contingencies

In the normal course of business, the Company is subject to contingencies, including legal proceedings and environmental claims arising out of the normal course of businesses that relate to a wide range of matters, including among others, contracts breach liability. The Company records accruals for such contingencies based upon the assessment of the probability of occurrence and, where determinable, an estimate of the liability. Management may consider many factors in making these assessments including past history, scientific evidence and the specifics of each matter. The Company’s management has evaluated all such proceedings and claims that existed as of September 30, 2020 and December 31, 2019. Normal course of businesses that relate to a wide range of matters, including among others, contracts breach liability. The Company records accruals for such contingencies based upon the assessment of the probability of occurrence and, where determinable, an estimate of the liability. Management may consider many factors in making these assessments including past history, scientific evidence and the specifics of each matter. The Company’s management has evaluated all such proceedings and claims that existed as of September 30, 2020 and December 31, 2019.

Related Party

In general, related parties exist when there is a relationship that offers the potential for transactions at less than arm’s-length, favorable treatment, or the ability to influence the outcome of events different from that which might result in the absence of that relationship. A related party may be any of the following: a) an affiliate, which is a party that directly or indirectly controls, is controlled by, or is under common control with another party; b) a principle owner, owner of record or known beneficial owner of more than 10% of the voting interest of an entity; c) management, which are persons having responsibility for achieving objectives of the entity and requisite authority to make decision; d) immediate family of management or principal owners; e) a parent Company and its subsidiaries; and f) other parties that have ability to significant influence the management or operating policies of the entity. The Company discloses all significant related party transactions.

Economic and Political Risks

The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.

The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. All of the Company’s cash is maintained with state-owned banks within the PRC, and none of these deposits are covered by insurance. The Company has not experienced any losses in such accounts. A portion of the Company’s sales are credit sales which are primarily to customers whose abilities to pay are dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk

F-17

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Exchange Risk

The Company cannot guarantee that the current exchange rate will remain steady. Therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and yet, because of a fluctuating exchange rates, record higher or lower profit depending on exchange rate of PRC Renminbi (RMB) converted to U.S. dollars on the relevant dates. The exchange rate could fluctuate depending on changes in the political and economic environment without notice.

Recently Issued Accounting Pronouncements

Recent accounting pronouncements that the Company has adopted or may be required to adopt in the future are summarized below:

In June 2016, the FASB issued ASU 2016-13,” Measurement of Credit Losses on Financial Instruments”, to require financial assets carried at amortized cost to be presented at the net amount expected to be collected based on historical experience, current conditions and forecasts. Subsequently, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, in April 2019. To clarify that receivables arising from operating leases are within the scope of lease accounting standards. In October 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842), which defers the effective date for public filers that are considered small reporting companies as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company is a smaller reporting company, implementation is not needed until January 1, 2023. Adoption of the standard requires using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align existing credit loss methodology with the new standard. The Company is evaluating the impact of this standard on its consolidated financial statements, including accounting policies, processes, and systems, and expects the standard will have a minor impact on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04 (Topic 350) Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment, which removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under the amended guidance, a goodwill impairment charge will now be recognized for the amount by which the carrying value of a reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill. As amended by ASU 2019-10, this ASU will be applied on a prospective basis and is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted for any impairment tests performed after January 1, 2017. The Company is evaluating the impact of the application of this standard and does not expect that the adoption of the ASU 2017-04 will have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13 Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, adds, and modifies certain disclosure requirements for fair value measurements under ASC 820. This ASU is to be applied on a prospective basis for certain modified or new disclosure requirements, and all other amendments in the standard are to be applied on a retrospective basis. The new standard is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. The Company adopted Topic 820 on January 1, 2020. The adoption of the ASU 2018-13 did not have a material impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes” (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 will simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company does not expect that the requirements of ASU 2019-12 will have a material impact on its consolidated financial statements.

F-18

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – CONCENTRATION ON REVENUES AND COST OF GOODS SOLD

Concentration of major customers and suppliers:

	For the nine months ended September 30,
	2020				2019
Major customers representing more than 10% of the Company’s revenues
Company A	$	9,366,809	21.80	%	$	5,576,473	13.77	%
Total Revenues	$	9,366,809	21.80	%	$	5,576,473	13.77	%

	As of
	September 30, 2020				December 31, 2019
Major customers of the Company’s accounts receivable, net
Company A		1,648,391	10.50	%		1,662,078	13.88	%
Company B		1,278,818	8.15	%		1,106,955	9.25	%
Company C		1,267,731	8.08	%		1,061,972	8.87	%
Total	$	4,194,940	26.73	%	$	3,831,005	32.00	%

Accounts receivable from the Company’s major customers accounted for 26.73% and 32.00% of total accounts receivable balances as of September 30, 2020 and December 31, 2019, respectively.

There were no suppliers representing more than 10% of the Company’s total purchases for the nine months ended September 30, 2020 and 2019, respectively.

NOTE 4 – ACCOUNTS RECEIVABLE

Accounts receivable is net of allowance for doubtful accounts.

	As of
	September 30, 2020			December 31, 2019
Accounts receivable	$	16,877,384		$	13,009,686
Less: allowance for doubtful accounts		(1,183,770	)		(1,037,797	)
Accounts receivable, net	$	15,693,614		$	11,971,889

Changes in the allowance for doubtful accounts are as follows:

	For the nine months ended September 30,
	2020		2019
Beginning balance	$	1,037,797	$	906,138
Provision for doubtful accounts		145,973		35,765
Ending balance	$	1,183,770	$	941,903

F-19

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – INVENTORIES

	As of
	September 30, 2020		December 31, 2019
Raw materials	$	4,580,193	$	3,626,104
Revolving material		653,283		744,887
Consigned processing material		29,658		63,608
Work-in-progress		1,629,784		1,465,767
Finished goods		4,481,630		2,949,593
Goods in transit		1,199,367		1,122,918
Inventories	$	12,573,915	$	9,972,877

NOTE 6 – NOTES RECEIVABLE

	As of
	September 30, 2020			December 31, 2019
Bank notes receivable	$	19,878,365		$	15,865,267
Commercial notes receivable		147,081			306,763
Less: allowance for notes receivable		(7,354	)		(15,338	)
Total	$	20,018,092		$	16,156,692

Bank notes and commercial notes are means of payment from customers for the purchase of the Company’s products and are issued by financial institutions or business entities, respectively, that entitle the Company to receive the full nominal amount from the issuer at maturity, which bears no interest and generally ranges from three to twelve months from the date of issuance. As of September 30, 2020, the Company pledged notes receivable for an aggregate amount of $17.22 million to Bank of Hangzhou as a means of security for issuance of bank acceptance notes for an aggregate amount of $16.20 million. As of December 31, 2019, the Company pledged notes receivable for an aggregate amount of $11.17 million to Bank of Communications as a means of security for issuance of bank acceptance notes for an aggregate amount of $8.98 million. Allowance for notes receivables as of September 30, 2020 and December 31, 2019 were $7,354 and $15,338 respectively, determined according to the collectability of commercial notes receivable.

NOTE 7 – PROPERTY, PLANT AND EQUIPMENT AND CONSTRUCTION IN PROGRESS

(a) At September 30, 2020 and December 31, 2019, property, plant and equipment consisted of the following:

	As of
	September 30, 2019			December 31, 2019
Buildings	$	11,893,806		$	11,188,399
Machinery		20,058,424			19,416,746
Motor vehicles		304,027			254,456
Electronic equipment		189,335			177,153
Total property plant and equipment, at cost		32,445,592			31,036,754

Less: accumulated depreciation		(12,672,629	)		(10,650,893	)
Property, plant and equipment, net	$	19,772,963		$	20,385,861
Construction in process		88,370			244,390
Total	$	19,861,333		$	20,630,251

F-20

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 – PROPERTY, PLANT AND EQUIPMENT AND CONSTRUCTION IN PROGRESS (CONTINUED)

For the nine months ended September 30, 2020 and 2019, depreciation expense amounted to $1.69 million and $1.25 million, respectively, of which $1.25 million and $1.25 million, respectively, was included in cost of revenue and inventories, and the remainder was included in general and administrative expense and research and development expenses etc.

For the nine months ended September 30, 2020 and 2019, $448,966 and $1,667,389 of construction in progress were converted into fixed assets.

Restricted assets consist of the following:

	As of
	September 30, 2020		December 31, 2019
Buildings, net	$	10,729,798	$	10,459,597
Machinery, net		2,205,400		9,066,066
Total		12,935,198		19,525,663

As of September 30, 2020, the Company pledged its buildings ownership of net book value of $10.73 million (RMB72.85 million) as security with ABC Xinchang and Rural commercial bank, for its loan facility with maximum exposure of RMB112.63 million.

As of December 31, 2019, the Company pledged its buildings ownership of net book value of $10.46 million (RMB72.97 million) as security with ABC Xinchang and Rural commercial bank, for its loan facility with maximum exposure of RMB112.63 million.

On January 3, 2019, the Company sold a set of manufacturing equipment to third parties for aggregate proceeds of $3.08 million (RMB21.25 million) and the Company entered into lease agreements under which the Company agreed to lease back each of the properties for an initial term of 3 years. On May 12, 2020, the Company prepaid the financing lease obligations for aggregate payment of $1.34 million.

On April 26, 2019, the Company sold various equipment including the general assembly line and the differential assembly line to third parties for aggregate proceeds of $2.12 million (RMB14.66 million) and the Company entered into lease agreements under which the Company agreed to lease back each of the properties for an initial term of 2 years. On April 30, 2020, the Company prepaid the financing lease obligations for aggregate payment of $0.94 million.

On May 27, 2020, the Company sold various equipment including the general assembly line and the differential assembly line to third parties for aggregate proceeds of $1.42 million (RMB10.00 million) and the Company entered into lease agreements under which the Company agreed to lease back each of the properties for an initial term of 2 years.

The Company determined that it did not relinquish control of the assets to the buyer-lessor. Therefore, the Company accounted for the transactions as failed sale-leaseback whereby the Company continues to depreciate the assets and recorded a financing obligation for the consideration received from the buyer-lessor.

F-21

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – LAND USE RIGHTS

Land use rights consisted of the following:

	As of
	September 30, 2020			December 31, 2019
Land use rights, cost	$	4,531,431		$	4,410,224
Less: Accumulated amortization		(642,810	)		(547,677	)
Land use rights, net	$	3,888,621		$	3,862,547

As of September 30, 2020, there was land use rights with net book value of $3.89 million, which approximately were used as collateral for the Company’s short-term bank loans. As of December 31, 2019, there was land use rights with net book value of $3.86 million, which approximately were used as collateral for the Company’s short-term bank loans.

Estimated future amortization expense is as follows as of September 30, 2020:

Years ending September 30,	Amortization expense
2021	$	88,049
2022		88,049
2023		88,049
2024		88,049
2025		88,049
Thereafter		3,448,376
Total	$	3,888,621

NOTE 9 – NOTES PAYABLE

	As of
	September 30, 2020		December 31, 2019
Bank acceptance notes	$	17,671,375	$	15,050,902
Total	$	17,671,375	$	15,050,902

The interest-free notes payable, ranging from nine months to one year from the date of issuance, were secured by $0.63 million and $3.59 million restricted cash, $17.22 million and $11.17 million notes receivable, and $0 million and $1.95 million land use rights, as of September 30, 2020 and December 31, 2019, respectively.

All the notes payable are subject to bank charges of 0.05% of the principal amount as commission, included in the financial expenses in the statement of operations, on each loan transaction. The interest charge of notes payable is free.

F-22

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 – ACCOUNTS PAYABLE

Accounts payable are summarized as follow:

	As of
	September 30, 2020		December 31, 2019
Procurement of Materials	$	21,035,608	$	14,248,095
Infrastructure & Equipment		414,269		381,843
Freight fee		123,428		83,070
Total	$	21,573,305	$	14,713,008

NOTE 11 – SHORT TERM BANK LOANS

Short-term loans are summarized as follow:

	As of
	September 30, 2020		December 31, 2019
Collateralized bank loans	$	18,061,447	$	16,144,892
Guaranteed bank loans		2,651,113		716,723
Total	$	20,712,560	$	16,861,615

Short-term loans as of September 30, 2020 are as follow:

Maturity Date	Type	Bank Name	Interest Rate per Annum (%)		September 30, 2020
Sep.01, 2021	Operating Loans	Agricultural bank of PRC		4.44	$	7,191,882
Sep.06, 2021	Operating Loans	Agricultural bank of PRC		4.44	$	6,009,191
Sep.16, 2021	Operating Loans	Rural commercial bank of Xinchang		5.30	$	1,178,273
Sep.22, 2021	Operating Loans	Rural commercial bank of Xinchang		4.35	$	1,178,273
Dec.16, 2020	Operating Loans	Rural commercial bank of Xinchang		4.80	$	736,420
Sep.26, 2021	Operating Loans	Rural commercial bank of Xinchang		4.35	$	2,503,828
Jan.10, 2021	Operating Loans	Bank of communications		4.79	$	736,420
Mar.16, 2021	Operating Loans	SPD Rural Bank of Xinchang		4.05	$	1,178,273
Total					$	20,712,560

F-23

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – SHORT TERM BANK LOANS (CONTINUED)

Short-term loans as of December 31, 2019 are as follow:

Maturity Date	Type	Bank Name	Interest Rate per Annum (%)		December 31, 2019
Nov.26, 2020	Operating Loans	Agricultural bank of PRC		4.57	$	5,848,455
Dec.24, 2020	Operating Loans	Agricultural bank of PRC		4.70	$	6,999,513
Dec.16, 2020	Operating Loans	Rural commercial bank of Xinchang		5.45	$	2,150,168
Dec.16, 2020	Operating Loans	Rural commercial bank of Xinchang		4.40	$	1,146,756
Dec.16, 2020	Operating Loans	Rural commercial bank of Xinchang		4.80	$	716,723
Total					$	16,861,615

All short-term bank loans are obtained from local banks in PRC and are repayable within one year.

The average annual interest rate of the short-term bank loans was 4.4739% and 4.900% for the nine months ended September 30, 2020 and 2019, respectively. The Company was in compliance with its loan financial covenants at September 30, 2020 and December 31, 2019, respectively.

NOTE 12 – OTHER CURRENT LIABILITIES

Other current liabilities are summarized as follow:

	As of
	September 30, 2020		December 31, 2019
Employee payables		277,802		476,859
Other tax payables		379,433		439,398
Borrowing from third party		230,784		1,576,790
Others		625,241		593,812
Total	$	1,513,260	$	3,086,859

NOTE 13 – OTHER LONG-TERM LIABILITIES

Other long-term liabilities are summarized as follow:

	As of
	September 30, 2020		December 31, 2019
Subsidy		2,310,894		2,178,548
Total	$	2,310,894	$	2,178,548

The subsidy mainly consists of an incentive granted by the Chinese government to encourage transformation of fixed assets in China and other miscellaneous subsidy from the Chinese government. As of September 30, 2020, grant income increased by $0.13 million, as compared to December 31, 2019. The change was mainly due to timing of incurring qualifying expenses.

F-24

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 – LONG TERM PAYABLES

	As of
	September 30, 2020		December 31, 2019
Long-term payables current portion	$	741,215	$	2,654,230
Long-term payables– non-current portion		370,392		1,349,850
Total	$	1,111,607	$	4,004,080

On May 27, 2020, the Company sold various equipment including its general assembly line and the differential assembly line to third parties for aggregate proceeds of $1.42 million (RMB10.00 million). The Company also entered into lease agreements under which the Company agreed to lease back each of the properties for an initial term of 2 years.

The Company determined that it did not relinquish control of the assets to the buyer-lessor. Therefore, the sale of the equipment does not qualify for sale-leaseback accounting. As a result, the aggregate proceeds have been recorded as a financing obligation and the assets related to the sold and leased manufacturing equipment remain on the Company’s Consolidated Balance Sheet and continue to be depreciated. The current and long-term portions of the financing obligation are included within long-term payables-current portion and long-term payables-non-current portion, respectively.

NOTE 15 – STOCKHOLDER’S EQUITY

Preferred Shares — The Company is authorized to issue an unlimited number of no par value preferred shares, divided into five classes, Class A through Class E, each with such designation, rights and preferences as may be determined by a resolution of the Company’s board of directors to amend the Memorandum and Articles of Association to create such designations, rights and preferences. The Company has five classes of preferred shares to give the Company flexibility as to the terms on which each Class is issued. All shares of a single class must be issued with the same rights and obligations. Accordingly, starting with five classes of preferred shares will allow the Company to issue shares at different times on different terms. At September 30, 2020 and December 31, 2019, there were no preferred shares designated, issued or outstanding.

Ordinary Shares — The Company is authorized to issue an unlimited number of no par value ordinary shares. Holders of the Company’s ordinary shares are entitled to one vote for each share. At September 30, 2020 and December 31, 2019, there were 10,021,142 and 10,006,142 ordinary shares issued and outstanding.

On July 27, 2018, the Company consummated its 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 consists 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 its initial business combination.

F-25

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 – STOCKHOLDER’S EQUITY (CONTINUED)

Simultaneously with the consummation of its initial public offering, the Company completed a private placement of 282,000 units, issued to Greenland Asset Management Corporation (the “Sponsor”) and Chardan Capital Markets, LLC.

In 2019, in connection with the Business Combination 3,875,458 redeemable shares have been redeemed and 81,400 redeemable shares have been converted into ordinary shares, 1,906,542 ordinary shares left upon consummation of the reverse recapitalization.

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, issued 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 accounted for as a reverse merger effected by a share exchange, wherein Zhongchai Holding is considered the acquirer for accounting and financial reporting purposes. The recapitalization of the number of shares of common stock attributable to the purchase of Zhongchai Holding in connection with the Business Combination is reflected retroactively to December 31, 2017 and will be utilized for calculating earnings per share in all prior periods presented. The impact of the stock exchange is also shown on the Company’s Statements of Stockholders’ Equity

Pursuant to certain Finder Agreement with Hanyi Zhou, dated May 29, 2019, 50,000 newly issued ordinary shares were issued to Zhou Hanyi as the finder fee for the business combination.

In connection with the Business Combination, all the outstanding rights of the Company were converted into 468,200 ordinary shares on a one-tenth (1/10) ordinary share per right basis if holders of the rights elected to convert their rights into the underlying ordinary shares.

Pursuant to the Service Agreement entered into and by The Company and Chineseinvestors.com, Inc., an Indiana corporation (“CIIX”) on August 21, 2019 (the “Service Agreement”), CIIX were to provide certain investor relations services to the Company for a period of three months beginning on August 21, 2019. Pursuant to the Service Agreement, the Company were to pay CIIX fees consisting of three equal monthly instalments of $12,000 and 5,000 restricted ordinary shares, no par value, of the Company on a quarterly basis during the term of the Consulting Agreement. On February 24, 2020, Greenland and CIIX entered into a termination agreement (the “CIIX Termination Agreement”) to terminate their respective obligations under the Service Agreement. Pursuant to the CIIX Termination Agreement, the Company agreed to issue 5,000 restricted ordinary shares, no par value (the “CIIX Termination Shares”) to CIIX. Upon CIIX’s receipt of the CIIX Termination Shares, the Company will have fully satisfied its payment obligations under the Service Agreement.

Pursuant to the Investor Relations Consulting Agreement entered into and by The Company and Skyline Corporate Communication Group, LLC, a Massachusetts limited liability Company (“SCCG”) on August 15, 2019 (the “Consulting Agreement”), SCCG were to provide certain investor relations services to the Company for a period of twelve months beginning on August 15, 2019. Pursuant to the Consulting Agreement, the Company were to pay SCCG fees consisting of $5,000 per month and 1,250 restricted ordinary shares, no par value, of the Company on a quarterly basis during the term of the Consulting Agreement. On February 25, 2020, Greenland and SCCG entered into a termination agreement (the “SCCG Termination Agreement”) to terminate their respective obligations under the Consulting Agreement. Pursuant to the SCCG Termination Agreement, the Company agreed to issue 10,000 restricted ordinary shares, no par value (the “SCCG Termination Shares”) to SCCG. Upon SCCG’s receipt of the SCCG Termination Shares, the Company will have fully satisfied its payment obligations under the Consulting Agreement.

F-26

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 – STOCKHOLDER’S EQUITY (CONTINUED)

Rights — Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all Public Shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement provides for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary share basis and each holder of a right will be required to affirmatively convert its rights in order to receive the 1/10 of one share underlying each right (without paying additional consideration). The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

As of December 31, 2019, all of the existing Rights were converted into 468,200 ordinary shares as a result of the Business Combination.

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the consummation of a Business Combination or (b) July 24, 2019. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of the Public Warrants is not effective within 90 days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant:

●

At any time while the Public Warrants are exercisable,

●

Upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder,

●

If, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and

●

If, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

F-27

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 – STOCKHOLDER’S EQUITY (CONTINUED)

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. Accordingly, the warrants may expire worthless.

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

As of September 30, 2020 there were total 4,682,000 Warrants outstanding, including 4,400,000 Public Warrants held by CEDE & CO, and 22,000 and 260,000 Private Warrants held by Chardan Capital Markets, LLC and Greenland Asset Management Corporation, respectively.

Unit Purchase Option

On July 27, 2018, the Company 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 the later of July 24, 2019 and the consummation of a Business Combination. The unit purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires July 24, 2023. The Units issuable upon exercise of the option are identical to those offered in the Initial Public Offering. The Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to shareholders’ equity. The option and such units purchased pursuant to the option, as well as the ordinary shares underlying such units, the rights included in such units, the ordinary shares that are issuable for the rights included in such units, the warrants included in such units, and the shares underlying such warrants, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g) (1) of FINRA’s Nasdaq Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. The option grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of ordinary shares at a price below its exercise price. As of September 30, 2020, there was no unit purchase option outstanding.

F-28

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 – EARNINGS PER SHARE

The Company reports earnings per share in accordance with the provisions of the FASB’s related accounting standard. This standard requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution, but includes vested restricted stocks and is computed by dividing income available to shareholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. On October 24, 2019, the Company completed a reverse merger with Zhongchai Holding. The recapitalization of the number of shares of common stock attributable to the purchase of Zhongchai Holding in connection with the Business Combination is reflected retroactively to December 31, 2017 and will be utilized for calculating earnings per share in all prior periods presented. Pursuant to the CIIX Termination Agreement and the SCCG Termination Agreement, 5,000 and 10,000 restricted ordinary shares, no par value, were issued to CIIX and SCCG on March 12, 2020 and March 13, 2020 respectively.

The following is a reconciliation of the basic and diluted earnings per share computation:

	For the three months ended September 30,				For the nine months ended September 30,
	2020		2019		2020		2019
Net income attributable to the Greenland Corporation and subsidiaries	$	207,933	$	155,684	$	1,723,694	$	2,827,632
Weighted average basic and diluted computation shares outstanding:
Shares issued in reverse recapitalization		10,006,142		7,500,000		10,006,142		7,500,000
Restricted stock grants		15,000		—		15,000		—
Weighted average shares of common stock		10,021,142		7,500,000		10,017,204		7,500,000
Dilutive effect of stock options		—		—		—		—
Restricted stock vested not issued		—		—		—		—
Common stock and common stock equivalents		10,021,142		7,500,000		10,017,204		7,500,000
Basic and diluted net income per share	$	0.02	$	0.02		0.17		0.38

NOTE 17 – GEOGRAPHICAL SALES AND SEGMENTS

All of the Company’s operations are considered by the chief operating decision maker to be aggregated in one reportable operating segment.

Information for the Company’s sales by geographical area for the three and nine months ended September 30, 2020 and 2019 are as follows:

	For the three months ended September 30,				For the nine months ended September 30,
	2020		2019		2020		2019
Domestic Sales	$	16,426,209	$	11,951,535	$	42,800,357	$	40,397,126
International Sales		94,389		-		168,653		105,179
Total	$	16,520,598	$	11,951,535	$	42,969,010	$	40,502,305

F-29

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18 – INCOME TAXES

Income tax expense includes a provision for federal, state and foreign taxes based on the annual estimated effective tax rate applicable to the Company and its subsidiaries, adjusted for items which are considered discrete to the period.

The effective tax rates on income before income taxes for the nine months ended September 30, 2020 was 17.87%. The effective tax rate for the nine months ended September 30, 2020 was lower than the PRC tax rate of 25.0% primarily due to the China Super R&D deduction. The effective tax rate is based on forecasted annual results and these amounts may fluctuate significantly through the rest of the year as a result of the unpredictable impact of COVID-19 on its operating activities.

The effective tax rate on income before income taxes for the nine months ended September 30, 2019 was 16.13%. The effective tax rate for the nine months ended September 30, 2019 was lower than the PRC tax rate of 25.0% primarily due to the China Super R&D deduction.

The Company has recorded $0 unrecognized benefit as of September 30, 2020 and December 31, 2019, respectively. On the information currently available, the Company does not anticipate a significant increase or decrease to its unrecognized benefit within the next 12 months.

NOTE 19 – COMMITMENTS AND CONTINGENCIES

Guarantees and pledged collateral for bank loans to other parties:

(1) Pledged collateral for bank loans

On December 6, 2019, Zhejiang Zhongchai signed a Maximum Amount Pledge Contract with Agricultural Bank of PRC Co., Ltd. Xinchang County Sub-Branch (ABC Xinchang), pledging its land use rights for original book value of RMB11.08 million and property ownership for original book value of RMB35.12 million as security with ABC Xinchang, for its loan facility with maximum exposure of RMB48.83 million during the period from December 6, 2019 to May 21, 2022. As of September 30, 2020 and December 31, 2019, outstanding amount of the short-term bank loan under this Pledge Contract was RMB48.83 million and RMB48.83 million.

On November 28, 2019, Zhejiang Zhongchai signed a Maximum Amount Pledge Contract with Agricultural Bank of PRC Co., Ltd. Xinchang County Sub-Branch (ABC Xinchang), pledging its land use rights for original book value of RMB9.84 million and property ownership for original book value of RMB27.82 million, as security with ABC Xinchang, for its loan facility with maximum exposure of RMB40.80 million during the period from November 28, 2019 to December 26, 2022. As of September 30, 2020 and December 31, 2019, outstanding amount of the short-term bank loan under this Pledge Contract was RMB40.80 million and RMB40.80 million.

On December 17, 2019, Zhejiang Zhongchai signed a Maximum Amount Pledge Contract with Rural Commercial Bank of PRC Co., Ltd., pledging its land use rights for original book value of RMB4.75 million and property ownership for original book value of RMB11.28 million as security, for its loan facility with maximum exposure of RMB16.95 million during the period from December 16, 2019 to December 15, 2024. As of September 30, 2020 and December 31, 2019, outstanding amount of the short-term bank loan under this Pledge Contract was RMB17.00 million and RMB15.00 million.

On December 18, 2019, Zhejiang Zhongchai signed a Maximum Amount Pledge Contract with Rural Commercial Bank of PRC Co., Ltd., pledging its land use rights for original book value of RMB4.17 million as security, for its loan facility with maximum exposure of RMB8.00 million during the period from December 16, 2019 to December 15, 2024. As of September 30, 2020 and December 31, 2019, outstanding amount of the short-term bank loan under this Pledge Contract was RMB8.00 million and RMB8.00 million.

F-30

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 19 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

(2) Litigation

On October 14, 2019, the plaintiff, the Company and all other named defendants entered into a confidential memorandum of understanding (the “MOU”), pursuant to which a Stipulation and Order of Dismissal (“Stipulation of Dismissal”) of the Action was filed on October 14, 2019. The Stipulation of Dismissal was approved and entered by the District Court on October 15, 2019. Among other things, the Stipulation of Dismissal acknowledged that the Definitive Proxy Statement mooted the plaintiff’s claims regarding the sufficiency of disclosures, dismissed all claims asserted in the Action, with prejudice as to the plaintiff only, permits the plaintiff to seek an award of attorneys’ fees in connection with the mooted claims, and reserves the defendants’ rights to oppose such an award, if appropriate. Pursuant to the MOU, the parties have engaged in discussions regarding the amount of attorneys’ fees, if any, to which the plaintiff’s counsel is entitled in connection with the Action. As of September 30, 2020, those discussions remain ongoing.

Facility Leases

The Company entered into failed sale-leaseback transactions on January 3, 2019, April 26, 2019 and May 27, 2020. See further discussion in NOTE 14 –LONG TERM PAYABLES.

Rent expense is recognized on a straight-line basis over the terms of the operating leases accordingly and the Company records the difference between cash rent payments and the recognition of rent expense as a deferred rent liability.

The following are the aggregate non-cancellable future minimum lease payments under operating and financing leases as of September 30, 2020:

Years ending September 30,	Amount
2021		774,581
2022		375,959
Total	$	1,150,540

NOTE 20 – RELATED PARTY TRANSACTIONS

(a) Names and Relationship of Related Parties:

		Existing Relationship with the Company
Sinomachinery Holding Limited		Under common control of Peter Zuguang Wang
Cenntro Holding Limited		Controlling shareholder of the Company
Zhejiang Kangchen Biotechnology Co., Ltd.		Under common control of Peter Zuguang Wang
Cenntro Smart Manufacturing Tech. Co., Ltd.		Under common control of Peter Zuguang Wang
Zhejiang Zhonggong Machinery Co., Ltd.		Under common control of Peter Zuguang Wang
Zhejiang Zhonggong Agricultural Equipment Co., Ltd.		Under common control of Peter Zuguang Wang
Jiuxin Investment Management Partnership (LP)		Under control of Mr. Mengxing He, the General Manger and one of the directors of Zhejiang Zhongchai
Zhuhai Hengzhong Industrial Investment Fund (Limited Partnership)		Under common control of Peter Zuguang Wang
Hangzhou Cenntro Autotech Co., Limited		Under common control of Peter Zuguang Wang
Peter Zuguang Wang		Chairman of the Company
Greenland Asset Management Corporation		Shareholder of the Company

F-31

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 20 – RELATED PARTY TRANSACTIONS (CONTINUED)

(b) Summary of Balances with Related Parties:

	As of
	September 30, 2020		December 31, 2019
Due to related parties:
Sinomachinery Holding Limited¹	$	1,775,870	$	1,773,365
Zhejiang Kangchen Biotechnology Co., Ltd²		64,505		64,505
Zhejiang Zhonggong Machinery Co., Ltd.³		526,549		207,177
Zhejiang Zhonggong Agricultural Equipment Co., Ltd.⁴		12,736		-
Cenntro Smart Manufacturing Tech. Co., Ltd.⁵		-		1,981
Zhuhai Hengzhong Industrial Investment Fund (Limited Partnership)⁶		110,054		95,302
Cenntro Holding Limited⁷		1,511,600		1,339,654
Peter Zuguang Wang⁷		25,000		-
Greenland Asset Management Corporation⁷		50,000		-
Total	$	4,076,314	$	3,481,984

The balance of Due to related parties as of September 30, 2020 and December 31, 2019 consisted of:

1	Advance from Sinomachinery Holding Limited for certain purchase order;

2	Temporary borrowings from Zhejiang Kangchen Biotechnology Co., Ltd.;

3	Unpaid balances for purchasing of materials and equipment and temporary borrowing from Zhejiang Zhonggong Machinery Co., Ltd.;

4	Unpaid balances for purchasing of materials from Zhejiang Zhonggong Agricultural Equipment Co., Ltd.;

5	Prepayment from Cenntro Smart Manufacturing Tech. Co., Ltd.;

6	Temporary borrowings from Zhuhai Hengzhong Industrial Investment Fund (Limited Partnership); and

7	Borrowings from related parties.

	As of
	September 30, 2020		December 31, 2019
Due from related parties-current:
Cenntro Holding Limited		-	$	36,042,829
Cenntro Smart Manufacturing Tech. Co., Ltd.	$	1,104		-
Total	$	1,104	$	36,042,829

Due from related parties-non-current:
Cenntro Holding Limited	$	37,033,403		-
Xinchang County Jiuxin Investment Management Partnership (LP)		176,741		430,034
Total	$	37,210,144	$	430,034

The balance of Due from related parties as of September 30, 2020 and December 31, 2019 consisted of:

F-32

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 20 – RELATED PARTY TRANSACTIONS (CONTINUED)

Other receivable from Cenntro Holding Limited was $37.0 million and $36.0 million as of September 30, 2020 and December 31, 2019, respectively.

The Company expects the amount due from its equity holder, Cenntro Holding will pay back on April 27, 2022, as mutually agreed by the Company and Cenntro Holding Limited, for an extension of repayment from the end of October 2020 in accordance with the original maturity date.

(c) Summary of Related Party Transactions:

A summary of trade transactions with related parties for the nine months ended September 30, 2020 and 2019 are listed below:

		For the nine months ended September 30,
		2020		2019
Purchases from related parties:
Zhejiang Zhonggong Machinery Co., Ltd.	Purchase of materials and equipment		303,463		4,232
Zhejiang Zhonggong Agricultural Equipment Co., Ltd.	Purchase of materials and equipment		12,374		-
Total			315,837		4,232

Sales to related parties:
Cenntro Smart Manufacturing Tech. Co., Ltd.	Provide service		63,856		284,472
Total			63,856		284,472

(d) Summary of Related Party Funds Lending:

A summary of funds lending with related parties for the nine months ended September 30, 2020 and 2019 are listed below:

	For the nine months ended September 30,
	2020		2019
Proceeds from related parties:
Xinchang County Jiuxin Investment Management Partnership (LP)		257,566		-
Zhuhai Hengzhong Industrial Investment Fund (Limited Partnership)		11,787		111,514
Zhejiang Zhonggong Machinery Co., Ltd.		502,111		1,968,300
Cenntro Holding Limited		151,973
Peter wang		25,000		-
Greenland Asset Management Corporation		70,000		-
Hangzhou Cenntro Autotech Co., Limited		-		218,700
Total		1,018,437		2,298,514

Repayment of loans from related parties:
Zhejiang Zhonggong Machinery Co., Ltd.		500,823		1,968,300
Cenntro Holding Limited		-		1,149,757
Hangzhou Cenntro Autotech Co., Limited		-		218,700
Greenland Asset Management Corporation		20,000
Total		520,823		3,336,757

F-33

GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 20 – RELATED PARTY TRANSACTIONS (CONTINUED)

(e) Summary of Related Party dividend payment:

A summary of dividend payment to related parties for the nine months ended September 30, 2020 and 2019 are listed below:

	For the nine months ended September 30,
	2020		2019
Dividend payment to related parties:
Xinchang County Jiuxin Investment Management Partnership (LP)		13,447		164,257

The dividend payment for the nine months ended September 30, 2020 was declared and paid in May 2020;

The dividend payment for the nine months ended September 30, 2019 was declared during the year 2018 and paid during the year 2019.

NOTE 21 – SUBSEQUENT EVENTS

On November 21, 2020, the Company entered into an agreement with Cenntro Holding Limited to extend the due date of the outstanding balance of RMB251,444,993 (approximately $38,060,365) due from Cenntro Holding Limited to the Company to April 27, 2022.

F-34

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition reported in the consolidated financial statements of the Company thereto, which appear elsewhere in this Report, and should be read in conjunction with such financial statements and related notes included in this Report. Except for the historical information contained herein, the following discussion, as well as other information in this Report, contain “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the “safe harbor” created by those sections. Actual results and the timing of the events may differ materially from those contained in these forward-looking statements due to many factors, including those discussed in the “Forward-Looking Statements” set forth elsewhere in this Report.

Impact of COVID-19

The outbreak of the novel coronavirus, commonly referred to as “COVID-19”, first found in mainland China, then in Asia and eventually throughout the world, has significantly affected business and manufacturing activities within China, including travel restrictions, widespread mandatory quarantines, and suspension of business activities within China. Effective February 3, 2020, the Company announced the temporary closure of its operating offices in Zhejiang Province, including suspension of its manufacturing activities in response to the emergency measures imposed by the local government. The Company’s operating subsidiaries were temporary shut down until the end of February 2020. The Company expects to delay its launch of robotic cargo carriers due to uncertainties of the market demand. Moreover, the outbreak has significantly limited suppliers’ ability to provide low-cost, high-quality parts and materials to the Company on a timely basis. Zhejiang Province, where we conduct a substantial part of our business, is one of the most affected areas in China. As of the date of this report, Chinese industries have gradually resumed businesses as government officials started to ease the restrictive measures since April 2020. However, we remain cautious and prudent when assessing the future impact of COVID-19 on our business due to the current ongoing global pandemic.

Overview

The registrant was organized on December 28, 2017 as a British Virgin Islands company with limited liability. The registrant was organized as a blank check company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more target businesses. Following the Business Combination (as described and defined below) in October 2019, the registrant changed its name from Greenland Acquisition Corporation to Greenland Technologies Holding Corporation (“Greenland”).

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 consists 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 initial 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, generating gross proceeds of $44,000,000 (before underwriting discounts and offering expenses).

Simultaneously with the consummation of our initial public offering, we completed a private placement of 282,000 units issued to Greenland Asset Management Corporation (the “Sponsor”) and Chardan Capital Markets, LLC. for a gross proceed of $2,820,000.

On October 24, 2019, we consummated our business combination with Zhongchai Holding (the “Business Combination”) following a special meeting of the shareholders 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 by and 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 the issuance of 7,500,000 ordinary shares, no par value of Greenland, issued 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 accounted for as a reverse merger effected by a share exchange, wherein Zhongchai Holding is considered the acquirer for accounting and financial reporting purposes.

On December 17, 2019, the Company’s warrants, which were trading under the ticker symbol “GTECW,” were delisted from the Nasdaq Capital Market by the Nasdaq Listing Qualifications Staff.

On January 14, 2020, Greenland Technologies Corp. was incorporated under the laws of the state of Delaware (“Greenland Tech”). Greenland Tech is the 100% owned subsidiary of the registrant. We aim to use it as the US operation site of the Company and promote sales of our robotic products for the North American market in the near future. Greenland Tech currently does not conduct any business activities.

Greenland serves as the parent Company for Zhongchai Holding (Hong Kong) Limited, a holding Company formed under the laws of Hong Kong on April 23, 2009 (“Zhongchai Holding”). Through Zhejiang Zhongchai Machinery Co., Ltd. (“Zhejiang Zhongchai”) and other subsidiaries, Greenland develops and manufactures traditional transmission products for material handling machineries in PRC. Greenland also develops models for robotic cargo carriers, which are expected to be available for commercial use in the near future in PRC.

Greenland, through its subsidiaries, is:

●

A leading developer and manufacturer of traditional transmission products for material handling machineries in PRC; and

●

A developer of robotic cargo carriers, which are expected to be available for commercial use in the near future in PRC.

Greenland’s transmission products 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 logistics systems of many enterprises across different industries in PRC and globally. Generally, the industries with the largest demand for forklifts include the transportation, warehousing logistics, electrical machinery and automobile industries.

Greenland has experienced decreased demand for forklifts in the PRC due to the COVID-19 pandemic, resulting in an increase in revenue from approximately $40.50 million for the nine months ended September 30, 2019 to approximately $42.97 million for the nine months ended September 30, 2020. Since late March of 2020, the Company’s business has gradually recovered, and backlogged orders have been mostly processed during the second and third quarters of year 2020, which contributed to an increase in revenues during the three months ended September 30, 2020, as compared to the same period of last year.

Greenland’s transmission products are adopted by forklift trucks with weighted capacity ranging from 1 ton to 15 tons. These forklift trucks use either mechanical or automatic shift. Greenland sells its transmission products directly to forklift truck manufacturers. For the nine months ended September 30, 2020 and 2019, Greenland sold 71,749 and 62,024 sets of transmission products, respectively, to more than 100 forklift manufacturers in aggregate in PRC.

Through Zhongchai Holding and its subsidiaries, we have leveraged our industry and market experience to develop robotic cargo carriers. Greenland completed a conceptual prototype of a robotic cargo carrier in 2018. Greenland also completed a production-ready sample in January 2020, which has been extensively tested. Greenland expects its first robotic cargo carrier to be a product with payload capacity of approximately 500 kilograms. Greenland believes that this product will be more cost effective than existing automatic guided vehicles in the market.

Due to the COVID-19 outbreak, there are uncertainties regarding the market demand of forklift trucks and robotic carriers. The management believes that COVID-19 may harm our overall financial performance in 2020. We have experienced declining demand of our transmission products from forklift truck market in the first quarter of 2020. The Company expects a decline in transmission products’ sales. It also expects delays in launching our new robotic cargo carriers. Further, the outbreak has significantly limited our suppliers’ ability to provide low-cost, high-quality parts and materials to the Company on a timely basis. As a result, the Company’s manufacturing capability has been significantly affected during the first quarter of 2020. Subsequently, the Company’s business and results of operations have been significantly impacted during the period. Such conditions have also affected the Company’s liquidity and the Company has experienced a shortage in its cash flow during the period. However, the PRC government’s tax deferral and reduction policies have eased the Company’s cash flow pressure during the period. As of the date of this report, Chinese industries have gradually resumed businesses as government officials started to ease the restrictive measures since April 2020. However, we remain cautious and prudent when assessing the future impact of COVID-19 on our business due to the current ongoing global pandemic.

During the first nine months of the fiscal year 2020, there has been no change to the Company’s capital source or costs. Thus, the COVID-19 outbreak has not substantially affected the Company’s solvency. In the long run, management expects that the market’s demand for our new robotic carrier will likely increase, which will enable our business operations to gradually achieve profitable growth.

Recent Developments

Change in independent registered public accounting firm

On November 13, 2020, the board of directors of the Company approved the dismissal of BDO China Shu Lun Pan Certified Public Accountants LLP from service as the Company’s independent registered public accounting firm, effective November 13, 2020, and approved the engagement of WWC Corporation as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, effective November 16, 2020. For additional information, see our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2020.

Results of Operations

For the three months ended September 30, 2020 and 2019

Overview

	For the three months ended September 30,
	2020			2019			Change			Variance
Revenues	$	16,520,598		$	11,951,535		$	4,569,063			38.2	%
Cost of Goods Sold		13,122,382			9,949,895			3,172,487			31.9	%
Gross Profit		3,398,216			2,001,640			1,396,576			69.8	%
Selling expenses		270,654			180,252			90,402			50.2	%
General and administrative expenses		324,073			363,353			(39,280	)		(10.8	)%
Research and development expenses		564,204			450,111			114,093			25.3	%
Total Operating Expenses		1,158,931			993,716			165,215			16.6	%
Income from operations		2,239,285			1,007,924			1,231,361			122.2	%
Interest income		66,960			6,111			60,849			995.7	%
Interest expenses		(231,760	)		(415,203	)		183,443			(44.2	)%
Other income (loss)		(1,267,982	)		(309,018	)		(958,964	)		310.3	%
Income before income tax		806,503			289,814			516,689			178.3	%
Income tax		346,502			47,784			298,718			625.1	%
Net income		460,001			242,030			217,971			90.1	%

Components of Results of Operations

	For the three months ended September 30,
Component of Results of Operations	2020		2019
Revenues	$	16,520,598	$	11,951,535
Cost of Goods Sold		13,122,382		9,949,895
Gross Profit		3,398,216		2,001,640
Operating Expenses		1,158,931		993,716
Net Income		460,001		242,030

Revenue

Greenland’s revenue was approximately $16.52 million for the three months ended September 30, 2020, representing an increase of approximately $4.57 million, or 38.2%, as compared to approximately $11.95 million for the three months ended September 30, 2019. The Company’s subsidiaries in the PRC were temporary shut down due to local governments’ mandate until the end of February 2020. Since late March, the business has gradually recovered from the lockdown, and backlogged orders have been mostly processed during the second and third quarters of year 2020, which contributed to an increase in revenues during the three months ended September 30, 2020, as compared to the same period of last year. On an RMB basis, revenue for the three months ended September 30, 2020 increased by approximately 38.66%, as compared to the three months ended September 30, 2019.

Cost of Goods Sold

Greenland’s cost of goods sold consists primarily of material costs, freight charges, purchasing and receiving costs, inspection costs, internal transfer costs, wages, employee compensation, amortization, depreciation and related costs, which are directly attributable to the Company’s manufacturing activities. The write down of inventory using the net realizable value (“NRV”) impairment test is also recorded in cost of goods sold. The total cost of goods sold was approximately $13.12 million for the three months ended September 30, 2020, representing an increase by approximately $3.17 million, or 31.9%, as compared to approximately $9.95 million for the three months ended September 30, 2019. Cost of goods sold increased due to our increase in sales volume.

Gross Profit

Greenland’s gross profit was approximately $3.40 million for the three months ended September 30, 2020, representing an increase by approximately $1.40 million, or 69.8%, as compared to approximately $2.00 million for the three months ended September 30, 2019. For the three months ended September 30, 2020 and 2019, Greenland’s gross margins were approximately 20.6% and 16.7%, respectively. The increase in gross profit was mainly due to an decrease in procurement costs.

Selling Expense

Selling expenses mainly comprised of operating expenses (such as sales staff payroll), traveling expenses, and transportation expenses. Our selling expenses were approximately $0.27 million for the three months ended September 30, 2020, representing an increase of approximately $0.09 million, or 50.2%, as compared to approximately $0.18 million for the three months ended September 30, 2019. Our selling expense increased due to the increase in sales.

General and Administrative Expenses

General and administrative expenses comprised of management and staff salaries, employee benefits, depreciation for office facility and office furniture and equipment, travel and entertainment expenses, legal and accounting fees, financial consulting fees, and other office expenses. General and administrative expenses were approximately $0.32 million for the three months ended September 30, 2020, representing a decrease by approximately $0.04 million, or 10.8%, as compared to approximately $0.36 million for the three months ended September 30, 2019.

Research and Development (R&D) Expenses

R&D expenses consist of R&D personnel compensation, costs of materials used in R&D projects, and depreciation costs for research-related equipment. R&D expenses were approximately $0.56 million for the three months ended September 30, 2020, representing an increase by approximately $0.11 million, or 25.3%, as compared to approximately $0.45 million for the three months ended September 30, 2019. Such increase was primarily attributable to a significant increase in the Company’s R&D activities during the three months ended September 30, 2020.

Income from Operations

Income from operations for the three months ended September 30, 2020 was approximately $2.24 million, representing an increase of approximately $1.23 million, as compared to approximately $1.01 million for the three months ended September 30, 2019.

Interest Income and Interest Expenses

Greenland’s interest income was approximately $0.07 million for the three months ended September 30, 2020, representing an increase of approximately $0.06 million, or 995.7%, as compared to approximately $0.01 million for the three months ended September 30, 2019. The increase in interest income was primarily due to the reason that more cash was deposited in banks during the three months ended September 30, 2020.

Greenland’s interest expenses were approximately $0.23 million for the three months ended September 30, 2020, representing a decrease of approximately $0.18 million, or 44.2%, as compared to approximately $0.42 million for the three months ended September 30, 2019. The decrease was primarily due to a reduction of our long-term loans by approximately $1.84 million for the three months ended September 30, 2020, compared to those for the three months ended September 30, 2019.

Other Income (Loss)

Greenland’s other income (loss) was approximately $(1.27) million for the three months ended September 30, 2020, a decrease of approximately $0.96 million, or 310.3%, as compared to approximately $(0.31) million for the three months ended September 30, 2019. The decrease was primarily due to exchange loss incurred from the devaluation of U.S. dollar over RMB for the three months ended September 30, 2020, compared to those for the three months ended September 30, 2019.

Income Taxes

Greenland’s income tax was approximately $0.35 million for the three months ended September 30, 2020, as compared to approximately $0.05 million for the three months ended September 30, 2019.

PRC operating subsidiary, Zhejiang Zhongchai, obtained a “high-tech enterprise” status near the end of the fiscal year of 2019. Such status enables Zhejiang Zhongchai to enjoy a reduced statutory income tax rate of 15%, rather than the common PRC corporate tax rate of 25%. The “high-tech enterprise” status is reevaluated by relevant Chinese government agencies every three years. Zhejiang Zhongchai’s current “high-tech enterprise” will be reevaluated near the end of 2022.

Greenland’s other PRC subsidiaries are subject to different income tax rates. Shengte, the wholly owned subsidiary of Zhejiang Zhongchai, is subject to the 10% income tax rate for small and micro size businesses. Hengyu, the 62.5% owned subsidiary of Zhongchai Holding, is subject to the 25% standard income tax rate. Hangzhou Greenland, the wholly owned subsidiary of Zhongchai Holding, is subject to the 25% standard income tax rate.

Greenland is a holding Company registered in the British Virgin Islands and is not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividend to its shareholders, the Company will not be subject to any British Virgin Islands withholding tax.

On January 14, 2020, Greenland established its wholly owned subsidiary in the state of Delaware named Greenland Technologies Corporation (“Greenland Tech”). We aim to use it as the US operation site of the Company and promote sales of our robotic products for the North American market in the near future. Greenland Tech currently does not conduct any business activities. On December 22, 2017, the U.S. federal government enacted the 2017 Tax Act. The 2017 Tax Act includes a number of changes in existing tax law impacting businesses, including the transition tax, a one-time deemed repatriation of cumulative undistributed foreign earnings and a permanent reduction in the U.S. federal statutory rate from 35% to 21%, effective on January 1, 2018. ASC 740 requires companies to recognize the effect of tax law changes in the period of enactment, accordingly, the effects must be recognized on companies’ calendar year-end financial statements, even though the effective date for most provisions is January 1, 2018. Since Greenland Tech was established in year 2020, the one-time transition tax did not have any impact on the Company’s tax provision and there was no undistributed accumulated earnings and profits as of September 30, 2020.

Net Income

Our net income was approximately $0.46 million for the three months ended September 30, 2020, representing an increase of approximately $0.22 million, as compared to approximately $0.24 million for the three months ended September 30, 2019.

For the nine months ended September 30, 2020 and 2019

Overview

	For the nine months ended September 30,
	2020			2019			Change			Variance
Revenues	$	42,969,010		$	40,502,305		$	2,466,705			6.1	%
Cost of Goods Sold		34,764,736			31,875,891			2,888,845			9.1	%
Gross Profit		8,204,274			8,626,414			(422,140	)		(4.9	)%
Selling expenses		792,030			778,348			13,682			1.8	%
General and administrative expenses		1,841,958			1,253,646			588,312			46.9	%
Research and development expenses		1,604,151			1,600,890			3,261			0.2	%
Total Operating Expenses		4,238,139			3,632,884			605,255			16.7	%
Income from operations		3,966,135			4,993,530			(1,027,395	)		(20.6	)%
Interest income		142,791			132,141			10,650			8.1	%
Interest expenses		(942,524	)		(1,292,746	)		350,222			(27.1	)%
Other income		(415,150	)		40,092			(455,242	)		(1,135.5	)%
Income before income tax		2,751,252			3,873,017			(1,121,765	)		(29.0	)%
Income tax		491,660			624,735			(133,075	)		(21.3	)%
Net income		2,259,592			3,248,282			(988,690	)		(30.4	)%

Components of Results of Operations

	For the nine months ended September 30,
Component of Results of Operations	2020		2019
Revenues	$	42,969,010	$	40,502,305
Cost of Goods Sold		34,764,736		31,875,891
Gross Profit		8,204,274		8,626,414
Operating Expenses		4,238,139		3,632,884
Net Income		2,259,592		3,248,282

Revenue

Greenland’s revenue was approximately $42.97 million for the nine months ended September 30, 2020, representing an increase of approximately $2.47 million, or 6.1%, as compared to approximately $40.50 million for the nine months ended September 30, 2019. Since late March of 2020, the Company’s business has gradually recovered, and backlogged orders have been mostly processed during the second and third quarters of year 2020, which contributed to an increase in revenues during the three months ended September 30, 2020, as compared to the same period of last year. On an RMB basis, revenue for the nine months ended September 30, 2020 decreased by approximately 10.4%, as compared to the nine months ended September 30, 2019.

Cost of Goods Sold

Greenland’s cost of goods sold consists primarily of material costs, freight charges, purchasing and receiving costs, inspection costs, internal transfer costs, wages, employee compensation, amortization, depreciation and related costs, which are directly attributable to the Company’s manufacturing activities. The write down of inventory using the net realizable value (“NRV”) impairment test is also recorded in cost of goods sold. The total cost of goods sold was approximately $34.76 million for the nine months ended September 30, 2020, representing an increase by approximately $2.88 million, or 9.1%, as compared to approximately $31.88 million for the nine months ended September 30, 2019.

Gross Profit

Greenland’s gross profit was approximately $8.20 million for the nine months ended September 30, 2020, representing a decrease by approximately $0.42 million, or 4.9%, as compared to approximately $8.63 million for the nine months ended September 30, 2019. For the nine months ended September 30, 2020 and 2019, Greenland’s gross margins were approximately 19.1% and 21.3%, respectively. The decrease in gross profit was mainly due to the increase of procurement cost and cut down on selling price based on the annual sales contract for year 2020.

Selling Expense

Selling expenses mainly comprise of operating expenses (such as sales staff payroll), traveling expenses, and transportation expenses. Our selling expenses were approximately $0.79 million for the nine months ended September 30, 2020, representing a decrease of approximately $0.01 million, or 1.8%, as compared to approximately $0.78 million for the nine months ended September 30, 2019.

General and Administrative Expenses

General and administrative expenses comprise of management and staff salaries, employee benefits, depreciation for office facility and office furniture and equipment, travel and entertainment expenses, legal and accounting fees, financial consulting fees, and other office expenses. General and administrative expenses were approximately $1.84 million for the nine months ended September 30, 2020, representing an increase by approximately $0.59 million, or 46.9%, as compared to approximately $1.25 million for the nine months ended September 30, 2019. Such increase was primarily attributable to the additional administrative expenditure incurred.

Research and Development (R&D) Expenses

R&D expenses consist of R&D personnel compensation, costs of materials used in R&D projects, and depreciation costs for research-related equipment. R&D expenses were approximately $1,604,151 for the nine months ended September 30, 2020, representing an increase by approximately $3,261, or 0.2%, as compared to approximately $1.60 million for the nine months ended September 30, 2019.

Income from Operations

Income from operations for the nine months ended September 30, 2020 was approximately $3.97 million, representing a decrease of approximately $1.03 million, as compared to approximately $4.99 million for the nine months ended September 30, 2019. Such decrease was primarily attributable to the decrease of gross profit.

Interest Income and Interest Expenses

Greenland’s interest income was approximately $0.14 million for the nine months ended September 30, 2020, representing an increase of approximately $0.12 million, or 591.8%, as compared to approximately $0.02 million for the nine months ended September 30, 2019. The increase in interest income was primarily due to the reason that more cash was deposited in banks during the nine months ended September 30, 2020.

Greenland’s interest expenses were approximately $0.94 million for the nine months ended September 30, 2020, representing a decrease of approximately $0.35 million, or 27.1%, as compared to approximately $1.29 million for the nine months ended September 30, 2019. The decrease was primarily due to a reduction of our long-term loans by approximately $7.73 million for the nine months ended September 30, 2020, compared to those for the nine months ended September 30, 2019.

Other Income (Loss)

Greenland’s other income (loss) was approximately $(0.42) million for the nine months ended September 30, 2020, representing a decrease of approximately $0.46 million, or 1,135.5%, as compared to approximately $0.04 million for the nine months ended September 30, 2019. The decrease was primarily due to the exchange loss incurred for the nine months ended September 30, 2020, compared to those for the nine months ended September 30, 2019.

Income Taxes

Greenland’s income tax was approximately $0.49 million for the nine months ended September 30, 2020, as compared to approximately $0.62 million for the nine months ended September 30, 2019. Our income tax expense decreased due to a decrease in overall profit during the nine months ended September 30, 2020.

Net Income

Our net income was approximately $2.26 million for the nine months ended September 30, 2020, representing a decrease of approximately $0.99 million, as compared to approximately $3.25 million for the nine months ended September 30, 2019.

Liquidity and Capital Resources

Greenland is a holding Company organized in the British Virgin Islands. Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, our PRC subsidiaries are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of their respective registered capital. Our PRC subsidiaries may also allocate a portion of their after-tax profits based on PRC accounting standards to employee welfare and bonus funds at their discretion. These reserves are not distributable as cash dividends.

We have funded working capital and other capital requirements primarily by equity contributions, cash flow from operations, short-term bank loans and bank acceptance notes, and long-term bank loans. Cash is primarily used to purchase raw materials, repay debts and pay salaries, office expenses, income taxes, and other operating expenses.

The outbreak of COVID-19 has grown both in the United States and globally, and related government and private sector responsive actions have adversely affected the Company’s business operations. COVID-19 originated in Wuhan, China, in December 2019. Effective February 3, 2020, the Company announced the temporary closure of its all operating offices in Zhejiang Province, including the manufactory in response to the emergency measures imposed by the local government to slow down the spread of COVID-19. Since the local government has imposed pandemic prevention policy, the subsidiaries were temporary shut down until the end of February 2020. The Company’s launch on robotic cargo carriers are also expected to be delay due to the uncertainty on customer demand. Moreover, the outbreak has significantly limited suppliers’ ability to provide low-cost, high-quality parts and materials to the Company on a timely basis. Zhejiang Province, where we conduct a substantial part of our business, is one of the most affected areas in China. The World Health Organization has declared COVID-19 to be a global pandemic, resulting in an economic downturn and changes in global economic policy that will reduce demand for the Company’s products and have an adverse impact on the Company’s business, operating results and financial condition.

As of September 30, 2020, the Company has paid off approximately $0.52 million related parties’ loan, approximately $5.72 million third parties’ loan, and approximately $17.55 million short-term bank loans. The Company was able to maintain $10.42 million cash on hand as of September 30, 2020, which was partially due to the credit payment extension provided by certain key suppliers. The PRC government has provided financing subsidies to ease the local business-related financing conditions caused by the COVID-19 outbreak. We plan to maintain our current debt structure and we may adopt government sponsored subsidies if necessary.

The government’s subsidies for relieving economic strains brought by the COVID-19 outbreak mainly consist of favorable financial policies in facility and equipment upgrading and others. Historically, we have relied on other government subsidiaries such as industrial project subsidiaries of 2019, provincial subsidiaries for new product development, subsidiaries for product development based on new patents, incentives for economic development of 2018, and others. Our total government subsidies recorded under the long-term liabilities were $2.31 million and $2.18 million on September 30, 2020 and December 31, 2019, respectively.

The Company currently plans to fund its operations mainly through cash flow from its operations, renewal of bank borrowings, equity financing, and the continuing financial support from its shareholders and affiliates controlled by its principal shareholders, if necessary. The Company might implement a stricter policy on sales to less creditworthy customers and plans to continue to improve its collection efforts on accounts with outstanding balances. The Company is actively working with customers and suppliers and expects to fully collect the remaining balance.

Due from related party was $37.03 million as of September 30, 2020. On November 21, 2020, the Company and Cenntro Holding Limited entered into an agreement to extend the due date of outstanding balance of approximately RMB251,444,993 ($38,060,36 from Cenntro Holding Limited to the Company to April 27, 2022.

We believe that the Company has sufficient cash, even though we expect that our revenue will decline due to uncertainty in the Company’s anticipated robotic carriers’ sale and decline in sales of our transmission products. However, we believe that our capital contribution from existing funding sources is sufficient for us to operate for the next 12 months. We remain confident about our capability to generate positive cash flow from our operations for the rest of 2020.

We may need additional cash resources in the future if the Company experiences failure in collecting receivables, changes in business condition, or other unexpected developments. We may also need additional cash resources in the future if the Company wishes to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If the Company’s management and its Board determine that the cash required for specific corporate activities exceed Greenland’s cash and cash equivalents on hand, the Company may issue debt or equity securities to raise cash.

Historically, we have expended considerable resources on building a new factory and paid off a considerable amount of debt, resulting in less available cash. However, we anticipate that our cash flow will continue to improve for the rest of the fiscal year 2020. We have completed Zhejiang Zhongchai’s new factory construction and the PRC government has provided subsidies to ease the local business-related financing conditions caused by the COVID-19 outbreak. Furthermore, we pledged the deed of our new factory as a collateral to banks to obtain additional loans, refinance expiring loans, restructure short-term loans, and fund other working capital needs upon acceptable terms to Greenland.

Cash and Cash Equivalents

Cash equivalents refers to all highly liquid investments purchased with original maturity of three months or less. As of September 30, 2020, Greenland had approximately $10.42 million of cash and cash equivalents, representing an increase of approximately $8.30 million, or 390.6%, as compared to approximately $2.12 million as of December 31, 2019. Such increase was mainly attributable to the increase of accounts payable and short-term bank loans, as compared to that as of December 31, 2019.

Restricted Cash

Restricted cash represents the amount held by a bank as security for bank acceptance notes and therefore is not available for use until the bank acceptance notes are fulfilled or expired, which typically takes less than twelve months. As of September 30, 2020, Greenland had approximately $0.78 million of restricted cash, representing a decrease of approximately $2.82 million, or 78.4%, as compared to approximately $3.59 million as of December 31, 2019. The decrease of restricted cash was due to the decrease of bank acceptance notes, as compared to their balance as of December 31, 2019.

Accounts Receivable

As of September 30, 2020, Greenland had approximately $15.69 million of accounts receivables, representing an increase of approximately $3.72 million, or 31.1%, as compared to those of approximately $11.97 million for the same period in 2019. Such increase was due to our slowed-down effort in receivables collections due to the COVID-19 outbreak.

Greenland recorded approximately $1.18 million of provision for doubtful accounts as of September 30, 2020. Greenland conducted an aging analysis of each customer’s delinquent payments to determine whether allowance for doubtful accounts is adequate. In establishing the allowance for doubtful accounts, Greenland considers historical experience, economic environment, and expected collectability of past due receivables. An estimate of doubtful accounts is recorded when collection of the full amount is no longer probable. When bad debts are identified, such debts are written off against the allowance for doubtful accounts. Greenland will continuously assess its potential losses based on the credit history of and relationships with its customers on a regular basis to determine whether its bad debt allowance on its accounts receivables is adequate. Greenland believes that its collection policies are generally in line with the transmissions industry’s standard in PRC.

Due from Related Party

Due from related party was $37.21 million and $36.47 million as of September 30, 2020 and December 31, 2019, respectively. The current portion of due from related party was $1,104 as of September 30, 2020, and the current portion of due from related party was $36.04 million as of December 31, 2019. We expect the amount due from our equity holder, Cenntro Holding, to be paid back on April 27, 2022, as mutually agreed by the Company and Cenntro Holding Limited, for an extension of repayment from the end of October 2020 in accordance with the original maturity date.

However, there is no guarantee that such amount will be repaid in whole or in part before the end of April 2022, if at all. Such failure to pay back by Cenntro Holding could have a material negative impact on our balance sheet.

Notes Receivable

As of September 30, 2020, Greenland had approximately $20.02 million of notes receivables, which will be collected by us within twelve months. There is no guarantee that we will be able to collect these amounts in full. The increase of our notes receivables was approximately $3.86 million, or 23.9%, from approximately $16.16 million as of December 31, 2019.

Working Capital

Our working capital was approximately $(7.18) million as of September 30, 2020, as compared to $24.25 million as of December 31, 2019, representing a decrease of $31.43million during the nine months ended September 30, 2020, which was mainly attributed to the extension of due from related parties.

Cash Flow

	For the nine months Ended September 30,
	2020			2019
Net cash provided by (used in) operating activities	$	2,201,537		$	7,897,175
Net cash provided by (used in) investing activities	$	(183,117	)	$	(596,572	)
Net cash provided by (used in) financing activities	$	2,196,111		$	(9,880,211	)
Net increase (decrease) in cash and cash equivalents and restricted cash	$	4,214,531		$	(2,579,608	)
Effect of exchange rate changes on cash and cash equivalents	$	1,262,878		$	(398,717	)
Cash and cash equivalents and restricted cash at beginning of year	$	5,717,207		$	8,968,177
Cash and cash equivalents and restricted cash at end of year	$	11,194,616		$	5,989,852

Operating Activities

Greenland’s net cash provided by operating activities was approximately $2.20 million and $7.90 million for the nine months ended September 30, 2020 and 2019, respectively.

For the nine months ended September 30, 2020, the main sources of cash inflow from operating activities were net income, change in accounts payable, and depreciation and amortization, with each amounted to approximately $2.26 million, $6.32 million and $1.75 million, respectively. The main causes of changes in cash outflow were changes in accounts receivables, notes receivable, inventories, representing increases of approximately $3.41 million,$3.31 million and $2.20 million, respectively.

For the nine months ended September 30, 2019, the main sources of cash inflow from operating activities were net income, accounts payable, and inventories, with each amounted to approximately $3.25 million, $1.75 million, and $2.39 million, respectively. The main causes of cash outflow were change in accounts receivables, representing increases of approximately $2.37 million.

Investing Activities

Net cash used in investing activities resulted a cash outflow of approximately $0.18 million for the nine months ended September 30, 2020. Cash used in investing activities for the nine months ended September 30, 2020 was mainly due to $0.25 million proceeds from government grants for construction offset by approximately $ 0.44 million used for purchases of long-term assets.

Net cash used in investing activities was approximately $0.60 million for the nine months ended September 30, 2019. Cash used in investing activities for the nine months ended September 30, 2019 was mainly attributable to approximately $0.32 million proceeds from government grants for construction, which was further offset by approximately $1.01 million of cash used for purchasing long-term assets.

Financing Activities

Net cash used in financing activities resulted a cash outflow of approximately $2.20 million for the nine months ended September 30, 2020, which was mainly attributable to approximately $20.84 million proceeds from short-term bank loans and approximately $4.38 million proceeds from third parties. Such amounts were further offset by repayment of loans lent by third parties for approximately $5.72 million, and repayment of short-term bank loans for approximately $17.55 million.

Net cash used in financing activities was approximately $(9.88) million for the nine months ended September 30, 2019, which was mainly attributable to repayment of short-term bank loans for approximately $22.18 million, repayment of long-term bank loans for approximately $4.74 million and repayment of loans lent by related parties for approximately $3.34 million. Such amounts were further offset by additional proceeds from short-term bank loans of approximately $21.73 million and proceeds from financing lease obligation of approximately $6.09 million.

Credit Risk

Credit risk is one of the most significant risks for Greenland’s business. Accounts receivable are typically unsecured and derived from revenues earned from customers, thereby exposing Greenland to credit risk. Credit risk is controlled by the application of credit approvals, limits, and monitoring procedures. Greenland identifies credit risk collectively based on industry, geography, and customer type. This information is monitored regularly by the Company’s management. In measuring the credit risk of sales to customers, Greenland mainly reflects the “probability of default” by the customer on its contractual obligations and considers the current financial position of the customer and the exposures to the customer and its future development.

Liquidity Risk

Greenland is exposed to liquidity risk when it is unable to provide sufficient capital resources and liquidity to meet its commitments and/or business needs. Liquidity risk is managed by the application of financial position analysis to test if Greenland is in danger of liquidity issues and also by application of monitoring procedures to constantly monitor its conditions and movements. When necessary, Greenland resorts to other financial institutions to obtain additional short-term funding to meet the liquidity shortage.

Inflation Risk

Greenland is also exposed to inflation risk. Inflationary factors, such as increases in raw material and overhead costs, could impair Greenland’s operating results. Although Greenland does not believe that inflation has had a material impact on its financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on its ability to maintain current levels of gross margin and operating expenses as a percentage of sales revenues if the selling prices of its products do not increase with such increased costs.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP. In applying accounting principles, it is often required to use estimates. These estimates consider the facts, circumstances and information available, and may be based on subjective inputs, assumptions and information known and unknown to us. Material changes in certain of the estimates that we use could potentially affect, by a material amount, our consolidated financial position and results of operations. Although results may vary, we believe our estimates are reasonable and appropriate. See Note 2 to our consolidated financial statements included in “Item 8 - Financial Statements and Supplementary Data” for a summary of our significant accounting policies. The following describes certain of our significant accounting policies that involve more subjective and complex judgments where the effect on our consolidated financial position and operating performance could be material.

Revenue Recognition

In accordance with ASC Topic 606, “Revenue from Contracts with Customers”, the Company recognizes revenues when goods or services are transferred to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. In determining when and how revenues are recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of contract with customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to the performance obligations, and (v) recognition of revenues when (or as) the Company satisfies each performance obligation. The Company derives revenues from the processing, distribution and sale of its products. The Company recognizes its revenues net of value-added taxes (“VAT”). The Company is subject to VAT which had been levied at the rate of 17% on the invoiced value of sales until April 30, 2018, after which date the rate was reduced to 16%. VAT rate was further reduced to 13% starting from April 1, 2019. Output VAT is borne by customers in addition to the invoiced value of sales and input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded for export sales.

The Company’s contracts are all short-term in nature with a contract term of one year or less. Receivables are recorded when the Company has an unconditional right to consideration.

Business Combination

On October 24, 2019, we consummated our business combination with Zhongchai Holding (the “Business Combination”) following a special meeting of the shareholders where the shareholders of Greenland considered and approved, among other matters, a proposal to adopt an share exchange agreement (the “Share Exchange Agreement”), dated as of July 12, 2019 by and 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 the issuance of 7,500,000 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 accounted for as a reverse merger effected by a share exchange, wherein Zhongchai Holding is considered the acquirer for accounting and financial reporting purposes.

Pursuant to certain Finder Agreement with Hanyi Zhou, dated May 29, 2019, 50,000 newly issued ordinary shares were issued to Zhou Hanyi as the finder fee for the business combination.

Inventories

Income Taxes

The Company also follows FASB ASC 740, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of September 30, 2020 and December 31, 2019, the Company did not have any liability for unrecognized tax benefits. It is the Company’s policy to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. The Company’s historical tax years will remain open for examination by the local authorities until the statute of limitations has passed.

Emerging growth Company

Pursuant to the JOBS Act, an emerging growth Company is provided the option to adopt new or revised accounting standards that may be issued by FASB or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. We intend to continue to take advantage of the exemption for complying with new or revised accounting standards within the same time periods as private companies. Accordingly, the information contained herein may be different than the information you receive from other public companies. We also intend to continue to take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act so long as we qualify as an emerging growth Company, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments.

Off Balance Sheet Arrangements

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company is not required to provide the information required by this Item as it is a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As of September 30, 2020, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon such evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were ineffective. Such conclusion is based on the presence of the following material weakness in internal control over financial reporting for the nine months ended September 30, 2020:

Accounting and Finance Personnel Material Weakness - As noted in Item 9A of our annual reports on Form 10-K for the preceding fiscal year, management concluded that in light of the inexperience of our accounting staff with respect to the requirements of US GAAP-based reporting and SEC rules and regulations, we did not maintain effective controls and did not implement adequate and proper supervisory review to ensure that significant internal control deficiencies can be detected or prevented.

As a result, the Company has developed a remedial plan to strengthen its accounting and financial reporting functions. To strengthen the Company’s internal control over financial reporting, the Company is currently implementing the following remedial actions:

●

Trained key position staff by US accountant with US corporate accounting experiences, and gaining additional knowledge and professional skills about SEC regulations and U.S. GAAP;

●

Reviewed documented policies, procedures and controls related to the key processes we use to identify material information, prepare regulatory filings and other public documents, and communicate information to external parties to ensure they are complete and effective;

●

Reviewed documented controls and procedures to ensure they are properly implemented and effective to enhance the overall completeness, accuracy, consistency and timeliness of our disclosures;

Inherent limitation on the effectiveness of internal control

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 1A. RISK FACTORS.

Not applicable to a smaller reporting company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

There were no unregistered sales of the Company’s equity securities during the nine months ended September 30, 2020 that were not previously disclosed in reports filed with the SEC.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

No senior securities were issued and outstanding during the nine months period ended September 30, 2020.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

ITEM 6. EXHIBITS

(a) Exhibits

Exhibit		Exhibit Description
3.1⁽²⁾		Memorandum and Articles of Association.
3.2⁽²⁾		Amended and Restated Articles of Association.
3.3⁽¹⁾		Second Amended and Restated Articles of Association.
3.4⁽³⁾		Amended and Restated Memorandum and Articles of Association, effective on October 24, 2019.
10.1*		Extension Agreement entered into by and between the Company and Cenntro Holding Limited on November 21, 2020.
31.1*		Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document **
101.SCH		Document, XBRL Taxonomy Extension **
101.CAL		Calculation Linkbase, XBRL Taxonomy Extension Definition **
101.DEF		Linkbase,XBRL Taxonomy Extension Labels **
101.LAB		Linkbase, XBRL Taxonomy Extension **
101.PRE		Presentation Linkbase **

(1)	Incorporated by reference to the Company’s Form 8-K, filed with the Commission on July 30, 2018.

(2)	Incorporated by reference to the Company’s Form S-1/A, filed with the Commission on July 16, 2018.

(3)	Incorporated by reference to the Company’s Form 8-K, filed with the Commission on October 30, 2019.

*	Filed herewith.

In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Greenland Technologies Holding Corp.

Date: November 23, 2020	/s/ Raymond Z. Wang
	Raymond Z. Wang
	Chief Executive Officer and President

Exhibit 10.1

EXTENSION AGREEMENT

This Extension Agreement (this “Agreement”), dated as of this 21 day of November, 2020, is by and between Cenntro Holding Limited, a Hong Kong company (“Cenntro”) and Greenland Technologies Holding Corporation, a British Virgin Islands company with limited liability (the “Company”).

WITNESSETH:

WHEREAS, in June 2017, Shanghai Hengyu Enterprise Management Consulting Co., Ltd., a PRC company (“Hengyu”), the Company’s 62.5% owned subsidiary, sold its 16.23% equity interest in Sinomachinery Group Limited to Cenntro, the Company’s majority shareholder, for RMB 321.92 million (the “Sale Price”);

WHEREAS, the outstanding balance of the Sale Price, in the amounts of 251,441,993, (approximately $38,060,365), became due on October 27, 2020 (the “Due Date”) pursuant to the terms of that certain representation letter of Cenntro dated as of July 2, 2019 (the “Letter”); and

WHEREAS, Cenntro and the Company have agreed to amend the terms of the Letter to extend the Due Date.

NOW, THEREFORE, for a consideration of $100.00, the receipt and sufficiency of which are hereby acknowledged, Cenntro and the Company agree as follows:

1. The Due Date for the payment of the outstanding balance of the Sale Price shall be extended from October 27, 2020 to April 27, 2022.

2. Except as herein above amended, the terms and provisions of the Letter shall remain in full force and effect.

3. This Agreement may be executed in any number of counterparts, each of which shall be considered an original for all purposes.

4. This Agreement shall extend to and be binding upon the heirs, executors, administrators, successors, and assigns of each of the parties hereto.

5. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, intending to be legally bound, the parties hereto have caused this Agreement to be signed by their duly authorized officers.

Dated: November 21, 2020

	Cenntro Holding Limited

	By:	/s/ Peter Wang
	Name:	Peter Wang
	Title:	President

	Greenland Technologies Holding Corporation

	By:	/s/ Raymond Wang
	Name:	Raymond Wang
	Title:	CEO

Exhibit 31.1

Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Raymond Z. Wang, certify that:

	1.	I have reviewed this quarterly report on Form 10-Q of Greenland Technologies Holding Corporation;

	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

	4.	The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

	Date:	November 23, 2020

		/s/ Raymond Z. Wang
	Name:	Raymond Z. Wang
	Title:	Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jing Jin, certify that:

	1.	I have reviewed this quarterly report on Form 10-Q of Greenland Technologies Holding Corporation;

	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

	4.	The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

	Date:	November 23, 2020

		/s/ Jing Jin
	Name:	Jing Jin
	Title:	Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

Certification by the Principal Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Raymond Z. Wang, Chief Executive Officer of Greenland Technologies Holding Corporation (the “Company”), hereby certify to my knowledge that:

The quarterly report on Form 10-Q for the quarter ended September 30, 2020 of the Company fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 23, 2020

	/s/ Raymond Z. Wang
	Raymond Z. Wang
	Chief Executive Officer (Principal Executive Officer)

Exhibit 32.2

Certification by the Principal Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Jing Jin, Chief Financial Officer of Greenland Technologies Holding Corporation (the “Company”), hereby certify to my knowledge that:

The quarterly report on Form 10-Q for the quarter ended September 30, 2020 of the Company fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 23, 2020

	/s/ Jing Jin
	Jing Jin
	Chief Financial Officer (Principal Financial Officer)