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August 6, 2019
Yanming Liu
Chief Executive Officer
Greenland Acquisition Corporation
Suite 906, Tower W1, Oriental Plaza, No. 1 East
Chang'an Street
Dongcheng District
Beijing, People's Republic of China
Re: Greenland Acquisition Corporation
Preliminary Proxy Statement on Schedule 14A
Filed July 12, 2019
File No. 1-38605
Dear Mr. Liu:
We have reviewed your filing and have the following comments. In some of
our
comments we may ask you to provide us information so that we may better
understand your
disclosure.
Please respond to these comments within 10 business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response and any amendment you may file in response
to these
comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed July 12, 2019
Selected Historical Consolidated Financial and Other Data of Zhongchai Holding,
page 20
1. We note that gross profit for the years ended December 31, 2018 and 2017
as presented on
page 20 does not agree to the amounts presented on page F-39. Please
revise your
presentation to reconcile this apparent discrepancy.
Selected Unaudited Pro Forma Condensed Combined Financial Information, page 21
2. Please ensure that the amounts presented here agree to the amounts
presented in your pro
forma financial statements beginning on page 98. In this regard, you
present on page 23
cash and cash equivalents on a combined pro forma basis, assuming no
redemptions, in
Yanming Liu
FirstName Acquisition Corporation
Greenland LastNameYanming Liu
Comapany2019
August 6, NameGreenland Acquisition Corporation
August 6, 2019 Page 2
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FirstName LastName
the amount of $46,450,791 as of February 28, 2019; however, the
related amount as
presented on page 100 is $45,670,042.
As Zhongehai Holding expands its operations, it may need to establish a more
diverse supplier
network..., page 34
3. Indicate here whether you have any agreement with any of your key
suppliers, and, if so,
disclose the material terms of any agreement with any of your key
suppliers in the
business section.
The Share Exchange Agreement, page 59
4. Notwithstanding the disclaimers here and in the last paragraph under
"Representations and
Warranties" on page 63, the representations, warranties, and covenants
in the merger
agreement filed as Annex A with the proxy statement constitute public
disclosure for
purposes of the federal securities laws, and you are responsible for
considering whether
additional specific disclosures of material information about material
contractual
provisions of the merger agreement are required to make the statements
in the proxy
statement not misleading. Please include disclosure acknowledging that
if specific
material facts exist that contradict the representations, warranties,
and covenants in the
merger agreement, you have provided corrective disclosure in the proxy
statement.
Furthermore, if subsequent information concerning the subject matter
of the
representations, warranties, and covenants in the merger agreement may
or may not be
fully reflected in your public disclosures, please clarify that your
public disclosures will
include any material information necessary to provide Greenland's
shareholders a
materially complete understanding of the merger agreement disclosures.
Description of negotiation process with Zhongchai Holding, page 72
5. Disclosure in the third paragraph states that Greenland and Zhongchai
Holding conducted
a meeting on November 18, 2018 and that Mr. David Ming He and Mr.
Hanyi Zhou had a
detailed discussion about Zhongchai Holding's current and forecasted
financial results.
Please summarize the forecasted financial results discussed.
Greenland Board's Reasons for the Approval of the Business Combination, page 75
6. Under "Other Terms and Conditions of the Share Exchange Agreement,"
please disclose
the existing board member of Zhongchai Holding, one of the existing
board members of
Greenland, and the three director nominees who will serve as members
of the Greenland
board of directors post-closing.
7. In the fifth bullet point statement on page 77, please elaborate on
the risks associated with
the transportation industry in general.
Suppliers, page 138
Yanming Liu
FirstName Acquisition Corporation
Greenland LastNameYanming Liu
Comapany2019
August 6, NameGreenland Acquisition Corporation
August 6, 2019 Page 3
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FirstName LastName
8. Disclosure indicates that Zhongchai Holding purchases raw materials
from a small
number of suppliers. Please disclose Zhongchai Holding's key
suppliers.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Zhongchai Holding
Results of Operations, page 146
9. We note your risk factor on page 40 related to the value of the
Renminbi against the U.S.
dollar and its effect on your financial results reported in U.S.
dollar terms. Please fully
expand your discussion of each component of your results of operations
for each period
presented to appropriately address the impact of foreign currencies on
your reported
results from period to period.
10. You disclose on page 148 that other income decreased by $0.08 million
due to the
decrease of interest income. We note that other income is presented
separately from
interest income on page F-39. As such, please enhance your disclosure
to clarify the types
of items included within other income. Please also discuss the reasons
for the changes in
the interest income and interest expense line items.
Contractual Obligations, page 151
11. Please revise your table of contractual obligations to include in a
separate line item the
estimated interest payments on your debt. Because the table is aimed
at increasing
transparency of cash flow, we believe that these payments should be
included in the table.
Please also disclose any assumptions you made to derive these amounts.
New Financial Accounting Pronouncements, page 152
12. We note that you do not think the adoption of certain pronouncements,
such as ASU
2014-09 and ASU 2015-17, will have a material impact on your financial
position, results
of operations, cash flows, or disclosures. Since these pronouncements
are effective for
you, please revise your disclosure to clearly state that you adopted
the pronouncements
and they did not have an impact on your financial position, results of
operations, or cash
flows, if true. In this regard, we note your disclosure on pages F-50
and F-51 whereby
you did definitively disclose your conclusions of the impact of
adoption of
pronouncements that are already effective for you.
Financial Statements of Greenland Acquisition Corporation for the Year Ended
November 30,
2018, page F-1
13. Please include interim financial statements for the period ended May
31, 2019. Please
similarly update your financial information throughout the filing. See
Rule 8-08 of
Regulation S-X.
Note 7. Commitments and Contingencies
Registration Rights, page F-30
Yanming Liu
FirstName Acquisition Corporation
Greenland LastNameYanming Liu
Comapany2019
August 6, NameGreenland Acquisition Corporation
August 6, 2019 Page 4
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FirstName LastName
14. We note that you entered into registration rights agreements on July
24, 2018 and on July
12, 2019 as disclosed on pages F-30 and 67. Please disclose whether
there are any
maximum cash penalties under the registration rights agreements, if
applicable. Please
also disclose any additional penalties resulting from delays in
registering your common
stock. Refer to ASC 825-20-50-1.
Financial Statements of Zhongchai Holding (Hong Kong) Limited for the Year
Ended December
31, 2018, page F-34
15. Please include interim financial statements for the period ended June
30, 2019. Please
similarly update your financial information throughout the filing. See
Rule 8-08 of
Regulation S-X.
Consolidated Statements of Cash Flows, page F-42
16. Please help us understand why you have presented interest paid within
the cash flows
from financing activities section. In this regard, we remind you that
net income (loss)
reported on your cash flows statements already accounts for interest
expense during each
respective period.
Note 2. Summary of Significant Accounting Policies
Cost of Goods Sold, page F-45
17. Please revise your disclosure to indicate if you include depreciation
or amortization in
your cost of goods sold. If you do not include depreciation or
amortization in your cost of
goods sold, please revise your presentation to comply with SAB Topic
11:B, which would
include revising the cost of goods sold title and removing the gross
profit subtotal
throughout the filing. See SAB Topic 11:B.
Note 25. Subsequent Events, page F-64
18. Please disclose the actual date through which subsequent events have
been evaluated.
Refer to ASC 855-10-50-1.
General
19. Please include a form of proxy which is marked clearly to indicate
that it is preliminary.
See Rule 14a-6(e)(1) of Regulation 14A.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments,
action, or absence of
action by the staff.
You may contact Jeffrey R. Gordon, Staff Accountant, at (202) 551-3866
or W. John
Yanming Liu
Greenland Acquisition Corporation
August 6, 2019
Page 5
Cash, Accounting Branch Chief, at (202) 551-3768 if you have questions
regarding comments on
the financial statements and related matters. Please contact Edward M. Kelly,
Senior Counsel, at
(202) 551-3728 or Jay E. Ingram, Legal Branch Chief, at (202) 551-3397 with any
other
questions.
Sincerely,
FirstName LastNameYanming Liu
Division of
Corporation Finance
Comapany NameGreenland Acquisition Corporation
Office of
Manufacturing and
August 6, 2019 Page 5 Construction
FirstName LastName