![\"\"](\"https:\/\/www.sec.gov\/Archives\/edgar\/data\/0001735041\/000121390026032928\/ea028260501_img1.jpg\"\/)
\u00a0<\/p>\n\u00a0<\/p>\n
UNITED STATES<\/p>\n
SECURITIES AND EXCHANGE COMMISSION<\/p>\n
Washington, D.C. 20549<\/p>\n
\u00a0<\/p>\n
FORM 10-K<\/p>\n
\u00a0<\/p>\n
\u2612 ANNUAL REPORT PURSUANT TO SECTION 13
\nOR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934<\/p>\n
\u00a0<\/p>\n
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025<\/p>\n
\u00a0<\/p>\n
\u2610 TRANSITION REPORT PURSUANT TO SECTION
\n13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934<\/p>\n
\u00a0<\/p>\n
FOR THE TRANSITION PERIOD FROM ______ TO ______<\/p>\n
\u00a0<\/p>\n
COMMISSION FILE NUMBER 001-38605<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION<\/p>\n
(Exact name of Registrant as specified in its charter)<\/p>\n
\u00a0<\/p>\n
British Virgin Islands \u00a0 001-38605 (State or other jurisdiction of
incorporation or organization) \u00a0 (I.R.S. Employer
Identification No.) <\/p>\n
\u00a0<\/p>\n
50 Millstone Road, Building 400
Suite 130
East Windsor, NJ \u00a0 08512 (Address of principal executive offices) \u00a0 (Zip Code) <\/p>\n
\u00a0\u00a0<\/p>\n
REGISTRANT\u2019S TELEPHONE NUMBER, INCLUDING
\nAREA CODE: 1 (888) 827-4832<\/p>\n
\u00a0<\/p>\n
SECURITIES REGISTERED PURSUANT TO SECTION 12(b)
\nOF THE ACT:<\/p>\n
\u00a0<\/p>\n
Title of each class \u00a0 Trading Symbol(s) \u00a0 Name of each exchange on which registered Class A ordinary shares, no par value \u00a0 GTEC \u00a0 The Nasdaq Stock Market LLC <\/p>\n
\u00a0<\/p>\n
SECURITIES REGISTERED PURSUANT TO SECTION 12(g)
\nOF THE ACT:<\/p>\n
\u00a0<\/p>\n
NONE<\/p>\n
(Title of Class)<\/p>\n
\u00a0<\/p>\n
Indicate by check mark if the registrant is a
\nwell-known seasoned issuer, as defined in Rule 405 of the Securities Act.\u00a0Yes\u00a0\u2610\u00a0No\u00a0\u2612<\/p>\n
\u00a0<\/p>\n
Indicate by check mark if the registrant is not
\nrequired to file reports pursuant to Section 13 or Section 15(d) of the Act.\u00a0Yes\u00a0\u2610\u00a0No\u00a0\u2612<\/p>\n
\u00a0<\/p>\n
Indicate by check mark whether the registrant
\n(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
\n(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
\nfor the past 90 days.\u00a0Yes\u00a0\u2612\u00a0No\u00a0\u2610<\/p>\n
\u00a0<\/p>\n
Indicate by check mark whether the registrant
\nhas submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405
\nof this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).\u00a0Yes\u00a0\u2612\u00a0No\u00a0\u2610<\/p>\n
\u00a0<\/p>\n
Indicate by check mark whether the registrant
\nis a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
\nSee the definitions of \u201clarge accelerated filer,\u201d \u201caccelerated filer,\u201d \u201csmaller reporting company,\u201d
\nand \u201cemerging growth company\u201d in Rule 12b-2 of the Exchange Act.<\/p>\n
\u00a0<\/p>\n
Large accelerated filer \u2610 Accelerated filer \u2610 Non-accelerated filer \u2612 Smaller reporting company \u2612 \u00a0 \u00a0 Emerging growth company \u2610 <\/p>\n
\u00a0<\/p>\n
If an emerging growth company, indicate by check
\nmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
\nstandards provided pursuant to Section 13(a) of the Exchange Act. \u2610<\/p>\n
\u00a0<\/p>\n
Indicate by check mark whether the registrant
\nhas filed a report on and attestation to its management\u2019s assessment of the effectiveness of its internal control over financial
\nreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
\nissued its audit report. \u2610\u00a0<\/p>\n
\u00a0<\/p>\n
If securities are registered pursuant to Section
\n12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
\nof an error to previously issued financial statements. \u2610<\/p>\n
\u00a0<\/p>\n
Indicate by check mark whether any of those error
\ncorrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant\u2019s
\nexecutive officers during the relevant recovery period pursuant to \u00a7240.10D-1(b). \u2610<\/p>\n
\u00a0<\/p>\n
Indicate by check mark whether the registrant
\nis a shell company (as defined in Rule 12b-2 of the Exchange Act).\u00a0Yes\u00a0\u2610\u00a0No\u00a0\u2612<\/p>\n
\u00a0<\/p>\n
The aggregate market value of the voting and non-voting
\ncommon equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and
\nasked price of such common equity, as of the last business day of the registrant\u2019s most recently completed second fiscal quarter
\nwas approximately $21.99 million.<\/p>\n
\u00a0<\/p>\n
As of March 20, 2026, there were 19,033,149 Class A ordinary shares,
\nno par value per share, of the registrant issued and outstanding.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
TABLE OF CONTENTS\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u00a0
\n Page<\/p>\n
Cautionary Note Regarding Forward-Looking Statements
\n ii<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
PART I
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
ITEM 1.
\n BUSINESS
\n 1<\/p>\n
ITEM 1A.
\n RISK FACTORS
\n 23<\/p>\n
ITEM 1B.
\n UNRESOLVED STAFF COMMENTS
\n 47<\/p>\n
ITEM 1C.
\n CYBERSECURITY
\n 47<\/p>\n
ITEM 2.
\n PROPERTIES
\n 48<\/p>\n
ITEM 3.
\n LEGAL PROCEEDINGS
\n 48<\/p>\n
ITEM 4.
\n MINE SAFETY DISCLOSURES
\n 48<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
PART II
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
ITEM 5.
\n MARKET FOR REGISTRANT\u2019S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
\n 49<\/p>\n
ITEM 6.
\n [RESERVED]
\n 49<\/p>\n
ITEM 7.
\n MANAGEMENT\u2019S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
\n 50<\/p>\n
ITEM 7A.
\n QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
\n 59<\/p>\n
ITEM 8.
\n FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
\n F-1<\/p>\n
ITEM 9.
\n CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
\n 60<\/p>\n
ITEM 9A.
\n CONTROLS AND PROCEDURES
\n 60<\/p>\n
ITEM 9B.
\n OTHER INFORMATION
\n 61<\/p>\n
Item\u00a09C.\u00a0
\n Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
\n 61<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
PART III
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
ITEM 10.
\n DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
\n 62<\/p>\n
ITEM 11.
\n EXECUTIVE COMPENSATION
\n 68<\/p>\n
ITEM 12.
\n SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
\n 71<\/p>\n
ITEM 13.
\n CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
\n 73<\/p>\n
ITEM 14.
\n PRINCIPAL ACCOUNTING FEES AND SERVICES
\n 75<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
PART IV
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
ITEM 15.
\n EXHIBITS, FINANCIAL STATEMENT SCHEDULES
\n 76<\/p>\n
ITEM 16.
\n FORM 10-K SUMMARY
\n 77<\/p>\n
\u00a0
\n SIGNATURES
\n 78<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Cautionary Note Regarding Forward Looking Statements<\/p>\n
\u00a0<\/p>\n
This Annual Report on Form 10-K, or this Report,
\ncontains \u201cforward-looking statements\u201d within the meaning of Section 27A of the Securities Act of 1933, as amended (the \u201cSecurities
\nAct\u201d), and Section 21E of the Securities Exchange Act of 1934, as amended (the \u201cExchange Act\u201d). These statements, which
\nexpress management\u2019s current views concerning future business, events, trends, contingencies, financial performance, or financial
\ncondition, appear at various places in this report and use words like \u201caim,\u201d \u201canticipate,\u201d \u201cassume,\u201d
\n\u201cbelieve,\u201d \u201ccontinue,\u201d \u201ccould,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cforecast,\u201d
\n\u201cfuture,\u201d \u201cgoal,\u201d \u201cintend,\u201d \u201clikely,\u201d \u201cmay,\u201d \u201cmight,\u201d \u201cplan,\u201d
\n\u201cpotential,\u201d \u201cpredict,\u201d \u201cproject,\u201d \u201csee,\u201d \u201cseek,\u201d \u201cshould,\u201d \u201cstrategy,\u201d
\n\u201cstrive,\u201d \u201ctarget,\u201d \u201cwill,\u201d and \u201cwould\u201d and similar expressions, and variations or negatives
\nof these words. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors,
\nsome of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed
\nor forecasted. These risks and uncertainties include the following:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the availability and adequacy of our cash flow to meet our requirements;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n economic, competitive, demographic, business, and other conditions in our local and regional markets;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n changes or developments in laws, regulations, or taxes in our industry;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial, and other governmental authorities;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n competition in our industry;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n the loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n changes in our business strategy, capital improvements, or development plans;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n the Company\u2019s ability to devise and implement effective internal controls and procedures;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n the availability of additional capital to support capital improvements and development;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u00a0\u25cf
\n global or national health concerns, including the outbreak of epidemic or contagious diseases;\u00a0and<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n other risks identified in this Report and in our other filings with the U.S. Securities and Exchange Commission, or the SEC.<\/p>\n
\u00a0<\/p>\n
This Report should be read completely and with
\nthe understanding that actual future results may be materially different from what we expect. The forward-looking statements included
\nin this Report are made as of the date of this Report and should be evaluated with consideration of any changes occurring after the date
\nof this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation
\nto update any forward-looking statements, whether as a result of new information, future events or otherwise.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
PART I<\/p>\n
\u00a0<\/p>\n
ITEM 1. \u00a0BUSINESS<\/p>\n
\u00a0<\/p>\n
General <\/p>\n
\u00a0<\/p>\n
Greenland Technologies
\nHolding Corporation (the \u201cCompany\u201d or \u201cGreenland\u201d) designs, develops, manufactures and sells components and products
\nfor the global material handling industries.<\/p>\n
\u00a0<\/p>\n
Through its subsidiaries
\nin the PRC, Greenland offers transmission products, which are key components for forklift trucks used in manufacturing and logistic applications,
\nsuch as factories, workshops, warehouses, fulfilment centers, shipyards, and seaports. Forklifts play an important role in the logistic
\nsystems of many companies across different industries in China and globally. Generally, industries with the largest demand for forklifts
\ninclude the transportation, warehousing logistics, electrical machinery, and automobile industries.<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s transmission
\nproducts are used in 1-ton to 18-tons forklift trucks, some with mechanical shift and some with automatic shift. Greenland sells these
\ntransmission products directly to forklift-truck manufacturers. In the fiscal years ended December 31, 2025 and 2024, Greenland sold an
\naggregate of 166,317 and 149,597 sets of transmission products, respectively, to more than 100 forklift manufacturers in the PRC.<\/p>\n
\u00a0<\/p>\n
In January 2020, Greenland
\nformed HEVI Corp. (\u201cHEVI\u201d) to focus on the production and sale of electric industrial vehicles to meet the increasing demand
\nfor electric industrial vehicles and machinery powered by sustainable energy to reduce air pollution and lower carbon emissions. HEVI
\nis a wholly owned subsidiary of Greenland incorporated under the laws of the State of Delaware. Prior to 2025, HEVI had been manufacturing
\nand selling electric industrial vehicle products. However, substantially all of HEVI\u2019s business operations have been suspended since
\n2025 due to uncertainty regarding tariff policy. HEVI intends to resume operations once the policy environment stabilizes. HEVI\u2019s
\nelectric industrial vehicle products (which it are not currently being offered as a result of the suspension of its operations) include
\nGEF-series electric forklifts, a series of lithium powered forklifts with three models ranging in size from 1.8 tons to 3.5 tons, GEL-1800,
\na 1.8-ton rated load lithium powered electric wheeled front loader, GEX-8000, an all-electric 8.0 ton rated load lithium powered wheeled
\nexcavator, and GEL-5000, an all-electric 5.0 ton rated load lithium wheeled front loader. In addition, in April 2023, HEVI introduced
\na line of mobile DC battery chargers that support DC powered EV applications in the North America market. In July 2024, HEVI announced
\na partnership with Lonking Holdings Limited to develop and distribute heavy electric machinery and related technology specialized for
\nthe U.S. market. In August 2024, HEVI launched its H55L all-electric wheeled front-end loader, which can lift up to six tons in indoor
\nand outdoor applications without the mess and emissions of diesel, and the H65L all-electric wheeled front-end loader, a lithium battery
\nwheeled front-end loader.<\/p>\n
\u00a0<\/p>\n
Greenland is the parent
\ncompany of HEVI and Greenland Holding Enterprises Inc. (\u201cGreenland Holding\u201d), a holding company formed in the State of Delaware
\non August 28, 2023, which in turn acts as the holding company for Zhongchai Holding (Hong Kong) Limited, a holding company formed under
\nthe laws of Hong Kong on April 23, 2009 (\u201cZhongchai Holding\u201d). Zhongchai Holding\u2019s subsidiaries include Zhejiang Zhongchai
\nMachinery Co. Ltd., an operating company formed under the laws of the PRC in 2005, Hangzhou Greenland Energy Technologies Co., Ltd. (\u201cHangzhou
\nGreenland\u201d), an operating company formed under the laws of the PRC in 2019, and Hengyu Capital Limited, a company formed in Hong
\nKong on August 16, 2022 (\u201cHengyu Capital\u201d). Through Zhongchai Holding and its subsidiaries, Greenland develops and manufactures
\ntraditional transmission products for material handling machinery in the PRC.<\/p>\n
\u00a0<\/p>\n
Greenland was incorporated on December 28, 2017 as a British Virgin
\nIslands business company with limited liability. Following the Business Combination (as described and defined below) in October 2019,
\nthe Company changed its name from Greenland Acquisition Corporation to Greenland Technologies Holding Corporation.<\/p>\n
\u00a0<\/p>\n
Implications of Being a \u201cControlled Company\u201d<\/p>\n
\u00a0<\/p>\n
Mr. Peter Zuguang Wang, the chairman of our board of directors, beneficially
\nowns 2,500 Class\u00a0A ordinary shares of the Company, no par value per share (the \u201cClass A ordinary shares\u201d) and 6,011,740
\nClass B ordinary shares, no par value per share (the \u201cClass B ordinary shares,\u201d together with the Class A ordinary shares,
\nthe \u201cordinary shares\u201d), or 100% of our total issued and outstanding Class\u00a0B ordinary shares, representing 88.76% of our
\ntotal voting power. As a result, we are considered a \u201ccontrolled company\u201d as defined under the Nasdaq Listing Rules because
\nMr. Peter Zuguang Wang holds more than 50% of the voting power of the Company. As a \u201ccontrolled company,\u201d we are permitted
\nto elect not to comply with certain corporate governance requirements. However, we do not currently intend to elect to opt out of corporate
\ngovernance requirements under the Nasdaq Listing Rules as a result of being a \u201ccontrolled company.\u201d If we rely on these exemptions,
\nyou will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Corporate Structure <\/p>\n
\u00a0<\/p>\n
The following diagram illustrates the current
\ncorporate structure of Greenland, including the jurisdiction of formation and ownership interest of each of its subsidiaries.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Greenland was incorporated on December\u00a028, 2017 as a British Virgin
\nIslands business company with limited liability. As a result of the consummation of the Business Combination, Greenland serves as the
\nultimate holding company of its subsidiaries.<\/p>\n
\u00a0<\/p>\n
Greenland Holding was incorporated in the State
\nof Delaware on August 28, 2023. Upon consummation of the share exchange as contemplated by the 2024 Share Exchange Agreement, Greenland
\nHolding became a wholly owned subsidiary of the Company, and holds 100% equity interests in Zhongchai Holding. As of the date of this
\nReport, Greenland Holding has no business operations and acts as a holding company.<\/p>\n
\u00a0<\/p>\n
Zhongchai Holding was incorporated in Hong Kong
\non April\u00a023, 2009. From April\u00a023, 2009 to November\u00a01, 2011, Zhongchai Holding was a subsidiary of Equicap, Inc., a Nevada
\ncorporation, with its stock quoted on the OTC Markets until July\u00a029, 2011.\u00a0<\/p>\n
\u00a0<\/p>\n
HEVI was incorporated in the state of Delaware
\non January 14, 2020 as a wholly owned subsidiary of Greenland. HEVI promotes sales of sustainable alternative products for the heavy industrial
\nequipment industry, including electric industrial vehicles, in the North American market.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Zhejiang Zhongchai, an 89.47% owned\u00a0subsidiary
\nof Zhongchai Holding, was formed in the PRC on November\u00a021, 2005 and engages in the business of designing, manufacturing, and selling
\ntransmission products mainly for forklift trucks. The remaining 10.53% of Zhejiang Zhongchai\u2019s capital stock is owned by Xinchang
\nCounty Jiuxin Investment Management Partnership (LP) (\u201cJiuxin\u201d), an entity owned by Mengxing He, director and general manager
\nof Zhejiang Zhongchai.<\/p>\n
\u00a0<\/p>\n
Hangzhou Greenland, formerly known as Hangzhou
\nGreenland Robotic Co., Ltd. prior to November 6, 2020 (\u201cHangzhou Greenland\u201d), a wholly owned\u00a0subsidiary of Zhongchai
\nHolding, was formed in the PRC on August\u00a09, 2019 and engages in the business of research and development of electric engineering
\nvehicles, including electric forklifts, electric loading vehicles, electric digging vehicles, and other products. Hangzhou Greenland is
\nalso committed to product supply chain integration and overseas sales.<\/p>\n
\u00a0<\/p>\n
Hengyu Capital Limited, a 62.5% owned subsidiary
\nof Zhongchai Holding, was formed in Hong Kong on August 16, 2022. Hengyu Capital Limited does not have any business activities at this
\ntime and will be engaging in the business of investing. The remaining 37.5% of the capital stock of Hengyu Capital Limited is owned by
\nPeter Zuguang Wang, the chairman of our board of directors.<\/p>\n
\u00a0<\/p>\n
Products<\/p>\n
\u00a0<\/p>\n
Greenland manufactures
\ntransmission systems and integrated powertrains for various industries, particularly for material handling machinery. In addition, Greenland
\nis a provider of high tech sustainable heavy machinery including all-electric construction machinery and related charging accessories.<\/p>\n
\u00a0<\/p>\n
Transmission products
\nfor material handling machinery<\/p>\n
\u00a0<\/p>\n
![\"\"](\"https:\/\/www.sec.gov\/Archives\/edgar\/data\/0001735041\/000121390026032928\/ea028260501_img2.jpg\"\/)
\u00a0<\/p>\n
\u00a0<\/p>\n
Transmission Systems.\u00a0For
\n15 years, Greenland, along with its subsidiaries, specializes in designing, developing, and manufacturing a wide range of transmission
\nsystems for material handling machinery, in particular forklift trucks. The range of the transmission systems covers machinery from one
\nton to 18 tons. Most transmission systems contain auto transmission features. This feature allows for easy machine operations. In addition,
\nGreenland provides transmission system for internal combustion powered machinery as well as for electrical powered machinery. Greenland
\nhas recently experienced increasing demand for electric powered transmission systems. These transmission systems are key components for
\nmaterial handling machinery assembly. To meet this increasing demand, Greenland is able to provide these transmission systems to major
\nforklift truck original equipment manufacturers (\u201cOEMs\u201d) as well as certain global branded manufacturers.<\/p>\n
\u00a0\u00a0<\/p>\n
\u00a0<\/p>\n
![\"\"](\"https:\/\/www.sec.gov\/Archives\/edgar\/data\/0001735041\/000121390026032928\/ea028260501_img3.jpg\"\/)
\u00a0<\/p>\n
\u00a0<\/p>\n
Integrated Powertrain.\u00a0Through
\nits PRC subsidiaries, Greenland designs and develops new and distinctive powertrains, which integrate electric motor, speed reduction
\ngearbox, and driving axles into a combined integral module, in order to meet growing demand for advanced electric forklift trucks. This
\nintegrated powertrain will enable the OEMs to significantly shorten design cycle, improve machinery efficiency, and simplify manufacturing
\nprocess. There is a new trend that OEMs would rather use an integrated powertrain than separate electric motor, speed reduction gearbox,
\nand driving axles, particularly in electric forklift trucks. Currently, Greenland makes two tons to three and a half-tons integrated powertrains
\nfor a few electric forklift truck OEMs. Greenland is in the process of adding more integrated powertrain products for electric forklift
\ntruck OEMs with different sizes.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Electric Industrial
\nHeavy Equipment<\/p>\n
\u00a0<\/p>\n
![\"\"](\"https:\/\/www.sec.gov\/Archives\/edgar\/data\/0001735041\/000121390026032928\/ea028260501_img4.jpg\"\/)
<\/p>\n
GEL-5000 Electric Wheel
\nLoader<\/p>\n
\u00a0<\/p>\n
Substantially all of
\nHEVI\u2019s business operations have been suspended since 2025 due to uncertainty regarding tariff policy. HEVI intends to resume operations
\nonce the policy environment stabilizes. Prior to 2025, HEVI had been selling equipment that produce no operating emissions and reduced
\nnoise pollution while offering the strength and power for many applications. HEVI\u2019s first product line includes the GEL-5000 and
\nGEL-1800 electric wheeled front loader, the GEX-8000 electric excavator and the GEF-series of electric lithium forklifts.<\/p>\n
\u00a0<\/p>\n
GEL-5000<\/p>\n
\u00a0<\/p>\n
The GEL-5000 is a 39,683
\nlb. lithium powered all-electric wheeled front loader capable of supporting a 5.0-ton rated load. Its 282 kWh 620V lithium battery sourced
\nfrom Contemporary Amperex Technology Co., Limited (\u201cCATL\u201d) produces the power to support eight hours of operation time and
\ncan be charged in as little as two hours.<\/p>\n
\u00a0<\/p>\n
GEL-1800<\/p>\n
\u00a0<\/p>\n
The GEL-1800 is a 11,464
\nlb. lithium powered all-electric wheeled front loader capable of supporting a 1.8-ton rated load. Its 141 kWh 620V CATL-sourced lithium
\nbattery produces the power to support nine hours of operation time and can be charged in as little as one and a half hours.<\/p>\n
\u00a0\u00a0<\/p>\n
GEX-8000<\/p>\n
\u00a0<\/p>\n
The GEX-8000 is a 18,739
\nlb. lithium powered all-electric excavator capable of supporting an 8.0-ton rated load. Its 141 kWh 620V CATL-sourced lithium battery
\nproduces the power to support nine hours of operation time and can be charged in as little as one and a half hours.<\/p>\n
\u00a0<\/p>\n
The GEL-5000, GEL-1800
\nand GEX-8000 come standard with advanced systems such as an intelligent system diagnostic display, quick-hitch attachment system with
\na wide range of attachments and quality-of-life operation features that further add value to our customers.<\/p>\n
\u00a0<\/p>\n
H55L<\/p>\n
\u00a0<\/p>\n
The H55L is a lithium
\npowered all-electric wheeled front loader which can lift up to six tons in indoor and outdoor applications without the mess and emissions
\nof diesel.<\/p>\n
\u00a0<\/p>\n
H65L<\/p>\n
\u00a0<\/p>\n
The H65L is a lithium
\npowered all-electric wheeled front loader and HEVI\u2019s flagship loader at an operating weight of nearly 50,000 pounds.<\/p>\n
\u00a0<\/p>\n
GEF-Series Forklifts<\/p>\n
\u00a0<\/p>\n
HEVI offers the GEF-series
\nof lithium powered electric forklifts that range in power from 1.5-ton to 3.5-ton rated load.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Charging Solutions<\/p>\n
\u00a0<\/p>\n
![\"\"](\"https:\/\/www.sec.gov\/Archives\/edgar\/data\/0001735041\/000121390026032928\/ea028260501_img5.jpg\"\/)
<\/p>\n
DCH-480-30 Mobile Direct
\nCurrent (\u201cDC\u201d) Charger<\/p>\n
\u00a0<\/p>\n
HEVI has developed a
\nline of DC mobile charging solutions that are designed for easy, flexible and cost-effective charging integration to support a DC-powered
\nelectric vehicle (\u201cEV\u201d) fleet at any powered work site. These solutions create a seamless adoption of HEVI\u2019s electric
\nheavy equipment or any compatible DC-powered EV into any existing fleet operation.<\/p>\n
\u00a0<\/p>\n
Significant Activities since Inception<\/p>\n
\u00a0<\/p>\n
Initial Public Offering<\/p>\n
\u00a0<\/p>\n
On July 27, 2018, we consummated our initial public
\noffering of 4,400,000 units, including a partial exercise by the underwriters of their over-allotment option in the amount of 400,000
\nunits. Each unit consisted of one ordinary share, no par value, one warrant to purchase one-half of one ordinary share and one right to
\nreceive one-tenth of one ordinary share upon the consummation of our Business Combination, pursuant to a registration statement on Form
\nS-1. Warrants must be exercised in multiples of two warrants, and each two warrants are exercisable for one ordinary share at an exercise
\nprice of $11.50 per share. The units were sold in our initial public offering at an offering price of $10.00 per unit, which generated
\n$44,000,000 (before underwriting discounts and offering expenses) in gross proceeds.<\/p>\n
\u00a0<\/p>\n
Simultaneously with the consummation of our initial
\npublic offering, we completed a private placement of 282,000 units at a price of $10.00 per unit to Greenland Asset Management Corporation
\n(the \u201cSponsor\u201d) and Chardan Capital Markets, LLC (\u201cChardan\u201d), which generated $2,820,000 in gross proceeds. We
\nalso 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
\nexercise price of $2,760,000) commencing on consummation of the Business Combination (as defined below). On February 18, 2021, Chardan
\nexercised its option to purchase 120,000 units. The unit purchase option expired on July 24, 2023 and the remaining 120,000 units lapsed.<\/p>\n
\u00a0<\/p>\n
Business Combination <\/p>\n
\u00a0<\/p>\n
On October 24, 2019, we consummated our business
\ncombination with Zhongchai Holding (the \u201cBusiness Combination\u201d) after a special meeting, where the shareholders of Greenland
\nconsidered and approved, among other matters, a proposal to adopt a share exchange agreement (the \u201cShare Exchange Agreement\u201d),
\ndated as of July 12, 2019, among (i) Greenland, (ii) Zhongchai Holding, (iii) the Sponsor, in the capacity as the purchaser representative
\n(the \u201cPurchaser Representative\u201d), and (iv) Cenntro Holding Limited, the sole member of Zhongchai Holding (the \u201cZhongchai
\nEquity Holder\u201d or the \u201cSeller\u201d).<\/p>\n
\u00a0<\/p>\n
Pursuant to the Share Exchange Agreement, Greenland acquired from the
\nSeller all of the issued and outstanding equity interests of Zhongchai Holding in exchange for 7,500,000 newly issued ordinary shares,
\nno par value, of Greenland, to the Seller (the \u201cExchange Shares\u201d). As a result, the Seller became the controlling shareholder
\nof Greenland, and Zhongchai Holding became a directly and wholly owned subsidiary of Greenland. The Business Combination was documented
\nas a reverse merger effected by the Share Exchange Agreement, where Zhongchai Holding is considered the acquirer for accounting and financial
\nreporting purposes.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
The Business Combination was documented as a reverse recapitalization
\n(the \u201cRecapitalization Transaction\u201d) in accordance with Accounting Standard Codification (\u201cASC\u201d) 805, Business
\nCombinations. For accounting and financial reporting purposes, Zhongchai Holding is considered the acquirer based on the following facts
\nand circumstances:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Zhongchai Holding\u2019s operations comprise the ongoing operations of the combined entity\u037e<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n The officers of the combined company consist of Zhongchai Holding\u2019s executives, including the Chief Executive Officer, Chief Financial Officer, and General Counsel; and<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n The former shareholders of Zhongchai Holding own a majority voting interests in the combined entity.<\/p>\n
\u00a0<\/p>\n
As a result of Zhongchai Holding being the accounting
\nacquirer, the financial reports filed with the SEC by the Company subsequent to the Business Combination are prepared \u201cas if\u201d
\nZhongchai Holding is the predecessor and legal successor to the Company. The historical operations of Zhongchai Holding are deemed to
\nbe those of the Company. Thus, the financial statements included in this Report reflect (i) the historical operating results of Zhongchai
\nHolding prior to the Business Combination\u037e (ii) the combined results of Zhongchai Holding and Greenland following the Business Combination
\nin October 2019\u037e (iii) the assets and liabilities of Zhongchai Holding at their historical cost, and (iv) Greenland\u2019s equity
\nstructure for all periods presented. Zhongchai Holding received 7,500,000 shares of Greenland in exchange for all the share capital, which
\nis reflected retroactively to December 31, 2017 and will be utilized for calculating earnings per share in all prior periods. No step-up
\nbasis of intangible assets or goodwill was recorded in the Business Combination transaction, which is consistent with the treatment of
\nthe transaction as a reverse recapitalization of Zhongchai Holding.\u00a0<\/p>\n
\u00a0<\/p>\n
Incorporation of HEVI Corp.<\/p>\n
\u00a0<\/p>\n
On January 14, 2020, HEVI Corp., formerly known
\nas Greenland Technologies Corp. prior to May 2022, was incorporated under the laws of the state of Delaware. HEVI is a wholly owned subsidiary
\nof the Company and promotes sales of sustainable alternative products for the heavy industrial equipment industry, including electric
\nindustrial vehicles, in the North American market.<\/p>\n
\u00a0<\/p>\n
June 2021 Public Offering<\/p>\n
\u00a0<\/p>\n
On June 28, 2021, the Company entered into an
\nunderwriting agreement with Aegis Capital Corp., pursuant to which the Company agreed to sell to Aegis Capital Corp. in a firm commitment
\npublic offering 857,884 ordinary shares of the Company, for an offering price of $8.16 per share. The Company received $7.0 million in
\ngross proceeds from this offering, before deducting underwriting discounts and other related offering expenses.<\/p>\n
\u00a0<\/p>\n
At-the-market Offering Agreement<\/p>\n
\u00a0<\/p>\n
On November 19, 2021, the Company entered into
\nan at-the-market offering agreement with H.C. Wainwright & Co., LLC, to create at an-the-market equity program pursuant to which the
\nCompany may offer and sell, from time to time, through or to H.C. Wainwright & Co., LLC, the Company\u2019s ordinary shares, no par
\nvalue per share, having an aggregate gross offering price of up to $7.72 million. As of the date of this Report, no ordinary shares of
\nthe Company have been sold under the at-the-market offering agreement.<\/p>\n
\u00a0<\/p>\n
July 2022 Registered Direct Offering<\/p>\n
\u00a0<\/p>\n
On July 25, 2022, the Company entered into a securities
\npurchase agreement with an investor, pursuant to which the Company agreed to issue and sell 1,250,000 ordinary shares and 398,974 pre-funded
\nwarrants (the \u201cRD pre-funded warrants\u201d), with each RD pre-funded warrant exercisable for one ordinary share of the Company,
\nfor an offering price of $4.17 per share and $4.169 per RD pre-funded warrant. The Company received $6.88 million in gross proceeds from
\nthat registered direct offering, before deducting placement agent fees and other related offering expenses.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
July 2022 Private Placement<\/p>\n
\u00a0<\/p>\n
On July 25, 2022, the Company entered into another
\nsecurities purchase agreement with an investor for a private placement offering of 616,026 pre-funded warrants and 4,530,000 common warrants.
\nEach ordinary share and accompanying common warrants were sold together at a combined offering price of $5.089 per unit, with an exercise
\nprice per pre-funded warrant of $0.001 per share. The Company received $3.14 million in gross proceeds from that private placement, before
\ndeducting placement agent fees and other related offering expenses.<\/p>\n
\u00a0<\/p>\n
Formation of Hengyu Capital Limited<\/p>\n
\u00a0<\/p>\n
On August 16, 2022, Hengyu Capital Limited was
\nformed in Hong Kong as a subsidiary of Zhongchai Holding (Hong Kong) Limited, which owns 62.5% equity interests in Hengyu Capital Limited.
\nThe remaining 37.5% of the equity interests of Hengyu Capital Limited are owned by the chairman of our board of directors, Mr. Peter Zuguang
\nWang. Hengyu Capital Limited does not have any business activities at this time.<\/p>\n
\u00a0<\/p>\n
Dissolution of Shanghai Hengyu Business
\nManagement Consulting Co., Ltd.<\/p>\n
\u00a0<\/p>\n
From the consummation of the Business Combination
\nto July 2023, Shanghai Hengyu Business Management Consulting Co., Ltd. (\u201cShanghai Hengyu\u201d), a company formed in the PRC, was
\nan indirect subsidiary of the Company, in which the Company owns 62.5% equity interests. On July 10, 2023, Shanghai Hengyu was dissolved
\nunder the laws of the PRC.<\/p>\n
\u00a0<\/p>\n
Formation of Greenland Holding<\/p>\n
\u00a0<\/p>\n
On August 28, 2023, Greenland Holding was formed
\nin the State of Delaware with no shares issued. On March 26, 2024, the Company entered into a share exchange agreement with Greenland
\nHolding and Zhongchai Holding (the \u201c2024 Share Exchange Agreement\u201d), pursuant to which, on March 27, 2024, the Company transferred
\nall the equity interests it held in Zhongchai Holding to Greenland Holding, and in return, Greenland Holding issued 100 shares to the
\nCompany, representing 100% of the issued and outstanding shares of Greenland Holding. As a result, Greenland Holding has become a wholly
\nowned subsidiary of the Company, which in turn holds 100% of the equity interests in Zhongchai Holding.<\/p>\n
\u00a0<\/p>\n
January 2026 Underwritten Public Offering<\/p>\n
\u00a0<\/p>\n
On January 28, 2026, the Company entered into
\nan underwriting agreement with Joseph Stone Capital, LLC, as sole underwriter, pursuant to which the Company agreed to sell 5,083,330
\nunits (the \u201cUnits\u201d) at a public offering price of $1.20 per Unit. Each Unit consisted of one ordinary share of the Company
\nand four-fifths of one warrant (each, a \u201cJanuary 2026 Warrant\u201d), with each whole January 2026 Warrant exercisable for one
\nordinary share at an exercise price of $1.20 per share, or by means of a zero price exercise, and expiring three years from the date of
\nissuance. The ordinary shares and January 2026 Warrants included in the Units were immediately separable and were issued separately. The
\noffering closed on January 29, 2026, and the Company received gross proceeds of approximately $6.1 million, before deducting underwriting
\ndiscounts and other offering expenses. The Company intends to use the net proceeds from the offering for working capital and general corporate
\npurposes.<\/p>\n
\u00a0<\/p>\n
As of March 20, 2026, 2,567,333 January 2026 Warrants have been exercised
\nfor 2,567,333 Class A ordinary shares, all by means of zero price exercise, and as of the same date, 1,499,331 January 2026 Warrants had
\nnot been exercised.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Implementation of a Dual Class Structure<\/p>\n
\u00a0<\/p>\n
On January 30, 2026, the Company re-convened its 2025 annual general
\nmeeting of shareholders (the \u201c2025 Annual General Meeting\u201d), which had been adjourned from December 29, 2025 due to a lack
\nof quorum. At the 2025 Annual General Meeting, the shareholders of the Company approved, among other matters: (i) the adoption of amended
\nand restated Memorandum and Articles of Association; (ii) the implementation of a dual class share structure, pursuant to which the ordinary
\nshares of the Company were re-designated into Class A ordinary shares of no par value, carrying one vote per share, and Class B ordinary
\nshares of no par value, carrying 25 votes per share; and (iii) the reclassification of each of the issued and outstanding ordinary shares
\nheld by Trendway Capital Limited as Class B ordinary shares, and the reclassification of all remaining issued and outstanding ordinary
\nshares as Class A ordinary shares.<\/p>\n
\u00a0<\/p>\n
On February 24, 2026, the dual-class share structure
\nbecame effective on the Nasdaq Capital Market. Beginning with the opening of trading on February 24, 2026, the Class A ordinary shares
\ncommenced trading on the Nasdaq Capital Market under the symbol \u201cGTEC\u201d and CUSIP number G4095T107.\u00a0<\/p>\n
\u00a0<\/p>\n
Recent Regulatory Developments<\/p>\n
\u00a0<\/p>\n
We are a holding company incorporated in the British
\nVirgin Islands and not a Chinese operating company. As a holding company with no material operations of our own, we conduct our operations
\nthrough our PRC subsidiaries and prior to operations suspension in 2025, also through our U.S. subsidiary, HEVI. We hold equity interests
\nin our subsidiaries and do not currently use a variable interest entity (\u201cVIE\u201d) structure. Investors in our Class A ordinary
\nshares are purchasing equity interest in a British Virgin Islands holding company. As used in this Report, \u201cwe,\u201d \u201cus,\u201d
\n\u201cour company,\u201d or \u201cour\u201d refers to Greenland Technologies Holding Corporation and when describing the consolidated
\nfinancial results of Greenland Technologies Holding Corporation and its subsidiaries, also includes its subsidiaries.<\/p>\n
\u00a0<\/p>\n
We and our PRC subsidiaries are subject to certain
\nlegal and operational risks associated with our PRC subsidiaries\u2019 operations in China. PRC laws and regulations governing our PRC
\nsubsidiaries\u2019 current business operations are sometimes vague and uncertain and, as a result, these risks may result in material
\nchanges in the operations of our PRC subsidiaries, significant depreciation of the value of our Class A ordinary shares, or a complete
\nhindrance of our ability to offer or continue to offer our securities to investors. For instance, except for fulfilling the filing procedure
\nwith the China Securities Regulatory Commission, or the CSRC, in connection with future offerings, we believe that we and our PRC subsidiaries
\nare currently not required to obtain\u00a0any permission or approval from the CSRC and the\u00a0Cyberspace Administration of China, or
\nthe CAC, in the PRC to\u00a0offer securities to foreign investors. However, there is no guarantee that this will continue to be the case
\nin the future in relation to a follow-on offering or the continued listing of our securities on a U.S. securities exchange, or even in
\nthe event such permission or approval is required and obtained, it will not be subsequently revoked or rescinded. In the event that such
\napproval is required in the future and we and\/or our PRC subsidiaries do not receive or maintain such approval, our Class A ordinary shares
\nmay significantly decline in value or become worthless, and our ability to offer or continue to offer securities to investors may be significantly
\nlimited or completely hindered.<\/p>\n
\u00a0<\/p>\n
In addition, we and our PRC subsidiaries are subject
\nto risks and uncertainties of the interpretations and applications of PRC laws and regulations, including but not limited to, those imposing
\nlimitations on foreign ownership in the industry our PRC subsidiaries operate. We and our PRC subsidiaries are also subject to the risks
\nand uncertainties about any future actions of the PRC government. If any future actions of the PRC government result in a material change
\nin our PRC subsidiaries\u2019 operations, the value of our Class A ordinary shares may depreciate significantly or become worthless.
\nSee \u201cRisk Factors \u2014\u00a0Risks Related to Doing Business in China\u00a0\u2014\u00a0Uncertainties with respect to the PRC
\nlegal system could adversely affect us and our PRC subsidiaries.\u201d \u00a0<\/p>\n
\u00a0<\/p>\n
Recently, the PRC government adopted a series
\nof regulatory actions and issued statements to regulate business operations in China, including cracking down on illegal activities in
\nthe securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting
\nnew measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. As of the date of this
\nReport, our Company and our PRC subsidiaries have not been involved in any investigations on cybersecurity review initiated by any PRC
\nregulatory authority, nor has any of them received any inquiry, notice or sanction.\u00a0As of the date of this Report, we and our PRC
\nsubsidiaries have not received any inquiry, notice, warning, or sanctions from the CSRC or any other PRC governmental authorities regarding
\nthe offering of our securities outside of the PRC.\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
On February 17, 2023, the CSRC published the Regulations
\nof Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the \u201cTrial Measures\u201d)
\nand its accompanying guidelines and instructions, which came into effect on March 31, 2023, and will apply if a domestic enterprise issues
\nshares, depositary receipts, corporate bonds convertible into shares, or other securities of an equity nature outside of the PRC, or lists
\nits securities for trading outside of the PRC. According to such regulations, a domestic enterprise that issues and lists its securities
\noutside of the PRC shall comply with the filing procedures and report the relevant information to the CSRC. A domestic enterprise shall
\nnot be listed on an overseas stock exchange if any of the following circumstances exists: (i) where such securities offering and listing
\nis explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (ii) where the intended securities
\noffering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance
\nwith law; (iii) where the domestic company intending to make the securities offering and listing, or its controlling shareholders and
\nthe actual controller, have committed crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the
\norder of the socialist market economy during the latest three years; (iv) where the domestic company intending to make the securities
\noffering and listing is suspected of committing crimes or major violations of laws and regulations, and is under investigation according
\nto law, and no conclusion has yet been made thereof; (v) where there are material ownership disputes over equity held by the domestic
\ncompany\u2019s controlling shareholder or by other shareholders that are controlled by the controlling shareholder and\/or actual controller.
\nThe Trial Measures changes the management of licensing to record management, strengthen the supervision in the aftermath, create a more
\ntransparent and predictable institutional environment, and support the standardized development of enterprises using the overseas capital
\nmarket. As such, we will be required to complete filing procedures with CSRC in connection with our future offerings. Additionally, we
\nmay be prohibited from continued listing if we fit into any of the five scenarios as discussed above. Furthermore, in the event that an
\napproval from Chinese authorities is required for our future offerings or continued listing on Nasdaq,\u00a0if we and\/or our PRC subsidiaries
\ndo not receive or maintain required approvals, or we inadvertently conclude that such approvals are not required, or applicable laws,
\nregulations, or interpretations change such that we and\/or our PRC subsidiaries are required to obtain approval in the future, we and\/or
\nour PRC subsidiaries may be subject to an investigation by Chinese regulators, fines or penalties, or an order prohibiting us from conducting
\nan offering, and these risks could result in a material adverse change in our operations and the value of our Class A ordinary shares,
\nsignificantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to
\nsignificantly decline in value or become worthless. In addition,\u00a0since these statements and regulatory actions are newly published,
\nand official guidance and related implementation rules have not been issued, it is highly uncertain what the potential impact such modified
\nor new laws and regulations will have on our subsidiaries\u2019 daily business operation, the ability to accept foreign investments and
\nour ability to continue our listing on a U.S. exchange. See \u201cRisk Factors \u2014\u00a0Risks Related to Doing Business in China\u00a0\u2014\u00a0Our
\nPRC subsidiaries may be liable for improper use or appropriation of personal information provided by their customers and any failure to
\ncomply with PRC laws and regulations over data security could result in materially adverse impact on our business, results of operations,
\nand our continued listing on Nasdaq.\u201d<\/p>\n
\u00a0<\/p>\n
Although we are not currently owned or controlled
\nby a governmental entity in any foreign jurisdiction, the PRC government has exercised, and continues to exercise, substantial control
\nover virtually every sector of the Chinese economy through regulation and state ownership, including the steel sector where our PRC subsidiaries
\nhave been conducting their business. Any government decisions or actions to change the steel production, or any decisions the government
\nmight make to cut spending, could adversely impact our PRC subsidiaries\u2019 business and our results of operations. We believe that
\nour PRC subsidiaries\u2019 operations in China are in material compliance with all applicable legal and regulatory requirements. However,
\nthe central or local governments of the jurisdictions in which our PRC subsidiaries operate may impose new, stricter regulations or interpretations
\nof existing regulations with little advance notice that could require additional expenditures and efforts on our part to ensure our and
\nour PRC subsidiaries\u2019 compliance with such regulations or interpretations. Furthermore, the PRC government authorities may continue
\nto strengthen oversight and control over offerings that are conducted overseas and\/or foreign investment in China-based issuers like us.
\nSuch actions taken by the PRC government authorities may intervene or influence the operations of our PRC subsidiaries at any time, which
\nmay be beyond our control. Therefore, any such action may adversely affect the operations of our PRC subsidiaries and significantly limit
\nor hinder our ability to offer or continue to offer securities to you and reduce the value of such securities or cause the value of such
\nsecurities to be completely worthless. See \u201cRisk Factors \u2014\u00a0Risks Related to Doing Business in China\u00a0\u2014\u00a0The
\nPRC government exerts substantial influence over the manner in which our PRC subsidiaries must conduct their business activities. If the
\nChinese government significantly regulates the business operations of our PRC subsidiaries in the future and our PRC subsidiaries are
\nnot able to substantially comply with such regulations, the business operations of our PRC subsidiaries may be materially and adversely
\naffected and the value of our Class A ordinary shares may significantly decrease.\u201d<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Trading in our securities may be prohibited under
\nthe Holding Foreign Companies Accountable Act, or the HFCA Act, if Public Company Accounting Oversight Board (United States)\u00a0(the
\n\u201cPCAOB\u201d) determines that it cannot inspect or fully investigate our auditor, and that as a result, an exchange may determine
\nto delist our securities. The PCAOB has been able to inspect our auditor, Enrome LLP, an independent registered public accounting firm
\nwith its headquarters in Singapore. See \u201cRisk Factors \u2014\u00a0Risks Related to Doing Business in China\u00a0\u2014\u00a0Our
\nClass A ordinary shares may be delisted and prohibited from being traded under the Holding Foreign Companies Accountable Act if the PCAOB
\nis unable to inspect our auditors. The delisting and the cessation of trading of our Class A ordinary shares, or the threat of their being
\ndelisted and prohibited from being traded, may materially and adversely affect the value of your investment. Additionally, any inability
\nof the PCAOB to conduct inspections deprives our investors with the benefits of such inspections.\u201d<\/p>\n
\u00a0<\/p>\n
Trading in our securities may be prohibited under
\nthe HFCA Act if the PCAOB determines that it cannot inspect or fully investigate our auditor, and that as a result, an exchange may determine
\nto delist our securities. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December
\n29, 2022, a legislation entitled \u201cConsolidated Appropriations Act, 2023\u201d (the \u201cConsolidated Appropriations Act\u201d)
\nwas signed into law by President Biden, which contained, among other things, an identical provision to Accelerating Holding Foreign Companies
\nAccountable Act and amended the Holding Foreign Companies Accountable Act by requiring the SEC to prohibit an issuer\u2019s securities
\nfrom trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three,
\nthus reducing the time period before our securities may be prohibited from trading or delisted. The PCAOB has been able to inspect our
\nauditor, Enrome LLP, an independent registered public accounting firm with its headquarters in Singapore. On December 16, 2021, the PCAOB
\nissued a report to notify the SEC of its determinations that it is unable to inspect or investigate completely registered public accounting
\nfirms headquartered in Mainland China and Hong Kong, respectively, and identifies the registered public accounting firms in Mainland China
\nand Hong Kong that are subject to such determinations. Our auditor is not subject to the determinations announced by the PCAOB on December
\n16, 2021. On August 26, 2022, the CSRC, the Ministry of Finance (the \u201cMOF\u201d), and the PCAOB signed the Protocol, governing
\ninspections and investigations of audit firms based in China and Hong Kong. The Protocol remains unpublished and is subject to further
\nexplanation and implementation. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent
\ndiscretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.
\nOn December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered
\npublic accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.
\nHowever, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB\u2019s access in the future, the PCAOB Board will
\nconsider the need to issue a new determination. See \u201cRisk Factors \u2014 Risks Related to Doing Business in China \u2014 Our
\nClass A ordinary shares may be delisted and prohibited from being traded under the Holding Foreign Companies Accountable Act if the PCAOB
\nis unable to inspect our auditors. The delisting and the cessation of trading of our Class A ordinary shares, or the threat of their being
\ndelisted and prohibited from being traded, may materially and adversely affect the value of your investment. Additionally, any inability
\nof the PCAOB to conduct inspections deprives our investors with the benefits of such inspections.\u201d<\/p>\n
\u00a0<\/p>\n
Dividend Policy and Cash Transfers<\/p>\n
\u00a0<\/p>\n
We intend to retain all of our available funds
\nand any future earnings to fund the development and growth of our business. As such, we do not expect to pay any cash dividends in the
\nforeseeable future. We are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital
\ncontributions, and only if we satisfy the applicable government registration and approval requirements.<\/p>\n
\u00a0<\/p>\n
Our PRC subsidiaries are permitted to pay dividends
\nonly out of their retained earnings. However, each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profits
\neach year, after making up for previous year\u2019s accumulated losses, if any, to fund certain statutory reserves, until the aggregate
\namount of such funds reaches 50% of registered capital. This portion of our PRC subsidiaries\u2019 respective net assets are prohibited
\nfrom being distributed to their shareholders as dividends. However, none of our PRC subsidiaries has made any dividends or distributions
\nto our holding company or any U.S. investors as of the date of this Report. See \u201cRisk Factors \u2014\u00a0Risks Related to Doing
\nBusiness in China\u00a0\u2014\u00a0We may rely on dividends paid by our subsidiaries for our cash needs, and any limitation on the ability
\nof our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct business.\u201d<\/p>\n
\u00a0\u00a0<\/p>\n
\u00a0<\/p>\n
In addition, the PRC government imposes controls
\non the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. If the foreign
\nexchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be
\nable to pay dividends in foreign currencies to our shareholders. See \u201cRisk Factors \u2014\u00a0Risks Related to Doing Business
\nin China\u00a0\u2014\u00a0Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect
\nthe value of your investment.\u201d<\/p>\n
\u00a0<\/p>\n
A 10% PRC withholding tax is applicable to dividends
\npayable to investors that are non-resident enterprises. Any gain realized on the transfer of Class A ordinary shares by such investors
\nis also subject to PRC tax at a current rate of 10%, which in case of dividends will be withheld at source if such gain is regarded as
\nincome derived from sources within the PRC. See \u201cRisk Factors \u2014\u00a0Risks Related to Doing Business in China\u00a0\u2014\u00a0Under
\nthe PRC EIT Law, we may be classified as a \u2018Resident Enterprise\u2019 of China. Any classification as such will likely result in
\nunfavorable tax consequences to us and our non-PRC shareholders.\u201d<\/p>\n
\u00a0<\/p>\n
Under Delaware law, our Delaware subsidiary may
\nissue dividends to the Company only if its total assets exceed its total liabilities plus the par value of its issued stock, or if it
\nhas net profits for the current or prior fiscal year. Any such dividend must also comply with the subsidiary\u2019s certificate of incorporation
\nand bylaws.<\/p>\n
\u00a0<\/p>\n
We have adopted written cash management policies
\nand procedures that dictate how funds are transferred within our organization. According to such policies and procedures, each subsidiary
\nof the Company may initiate a cash transfer request by timely filling out a fund application form, which shall be signed by the financial
\nprincipal and the principal of the subsidiary and then submitted to the financial department of the Company for approval. After a cash
\ntransfer request is approved by the financial department, the relevant subsidiary may proceed to initiate such transfer. Our Company distributed
\ncash as loans to our subsidiaries. Several cash transfers have been made between our Company and our subsidiaries. As of December 31,
\n2024 and 2025, our Company provided a loan of $4,287,589 and $2,447,492 to Zhongchai Holding, respectively.<\/p>\n
\u00a0<\/p>\n
Competitive Strengths<\/p>\n
\u00a0<\/p>\n
Greenland believes that it is in the right position
\nand the right time to supply a new generation of industrial heavy equipment, including electric industrial vehicles, that is green, safe,
\nand cost-effective. The following is a summary of Greenland\u2019s competitive strengths.<\/p>\n
\u00a0<\/p>\n
Favorable Market Trends<\/p>\n
\u00a0<\/p>\n
Greenland believes that a number of key industry
\ntrends in the PRC will continue to benefit Greenland and its subsidiaries and continue to drive its growth, including:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n increasingly stringent regulations over carbon emission, which urge market participants to adopt low or zero-emission material handling and construction equipment;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n increasing demand for a safer work environment and better healthy worker\u2019s condition will drive growth of electric material handling equipment or industry vehicle, which generates no exhausts and a low level of noise in operation;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n increasing labor cost, which accelerates labor substitution with machinery in material handling and logistic activities;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n increasing government support for improving efficiency in the PRC\u2019s logistics industry, which is a key market for material handling machinery such as forklifts and loaders; and<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n increasing government support for logistic mechanization, including in the form of subsidies.<\/p>\n
\u00a0<\/p>\n
Additionally, although
\nHEVI has temporarily suspended substantially all of its business operations since 2025 due to uncertainty regarding tariff policy, we
\nbelieve that, over the long term, HEVI\u2019s electric industrial vehicles, as U.S. branded products, will remain competitive in the
\nU.S. market.<\/p>\n
\u00a0<\/p>\n
As a result of these
\nfavorable industry trends, Greenland believes that it is well-positioned to capitalize on the increasing market demand for transmission
\nproducts in the PRC as well as on the growing demand over the long term for emission-free and labor substitution by electric vehicles
\nin the United States.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Well-Developed Manufacturing Capabilities
\nLeading to Higher Efficiency<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s well-developed manufacturing
\nprocess contributes to manufacturing efficiency and cost-effectiveness. Specifically, a combination of modern operational and management
\nsystems, advanced manufacturing equipment, experienced manufacturing know-hows, skilled\u00a0workforce, and flexible manufacturing system
\nallows Greenland to shorten the \u201ctime to market\u201d for its new products. Moreover, the combination allows Greenland to timely
\nadjust its lines of products in anticipation of changes in market demands.<\/p>\n
\u00a0<\/p>\n
Robust Research and Product Development
\nCapabilities<\/p>\n
\u00a0<\/p>\n
Research and product development capabilities
\nhave been critical to Greenland\u2019s historical growth and current market position. Greenland\u2019s research and development team
\nis comprised of more than 17 professionals, or over 5% of Greenland\u2019s employees. Greenland\u2019s research and development facilities
\nconsist of a transmission technology center and an electric industry vehicle center. The transmission technology center is accredited
\nby the Zhejiang provincial government. The technology center is made up of a product development and design department, a research center,
\nthree research departments that focuses on design, application, and manufacturing of internal combustion engines, and a post-doctoral\u00a0workstation
\ncertified by the PRC Ministry of Human Resource and Social Security.<\/p>\n
\u00a0\u00a0<\/p>\n
Strategic Service Network<\/p>\n
\u00a0<\/p>\n
The ability to provide timely after-sales\u00a0services
\nis critical in building and maintaining a loyal and solid customer base. We have strategically established an after-sales\u00a0service
\nnetwork in locations with developed economies. For example, the eastern provinces of the PRC generally have significant demand for logistics
\nservices. Accordingly, Greenland, through its subsidiaries, has operated an in-house service center and retained service providers that
\nconduct businesses predominantly in these regions. Users of Greenland\u2019s products are able to reach Greenland through a service line,
\nthrough which Greenland is able to provide prompt on-site\u00a0technical services.<\/p>\n
\u00a0<\/p>\n
Experienced Management Team with Successful Track Records<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s senior management team is comprised
\nof individuals who have operational experience, market knowledge, international management skill, and technical expertise. In addition,
\neach member of the senior management team has a proven track record in building and turning companies into successful enterprises.<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Peter Zuguang Wang\u00a0has served as our director and the chairman of our board of directors since October 2019, and as the sole director of Zhongchai Holding since April 2009 and the chairman of the board of directors of Zhejiang Zhongchai since September 2017. He has over 30 years of experience in technology and management, along with a unique background in research and development, operation, finance and management. Mr.\u00a0Wang is the chief executive officer of Cenntro Inc. (Nasdaq: CENN) and the co-founder\u00a0of Unitech Telecom (now a part of UTStarcom, Nasdaq: UTSI).<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n Raymond Z. Wang has served as our chief executive officer since October 2019, the chief executive officer of Zhongchai Holding since April 2019, and the chief executive officer of HEVI Corp since January 2020. From February 2019 to November 2020, Mr. Wang served as Chairman of the board of ONE Project, a non-profit organization that unifies local communities to collectively tackle social issues such as hunger. From November 2017 to March 2019, Mr. Wang was the President of Devirra Corporation, a warehousing management and logistic company. From August 2007 to July 2017, Mr. Wang worked as the Vice President at Bank of America Merrill Lynch, developing a client acquisition channel for an online platform. From December 2005 to March 2007, Mr. Wang served as the Financial Advisor at Cowan Financial Group, a full-service financial planning and consulting firm, in New York. Mr. Wang received his Bachelor\u2019s degree in Economics from Rutgers University.<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n Chenyang Wang\u00a0has served as our Acting Chief Financial Officer since April 2025. Ms. Wang served as a manager in the securities affairs department at a publicly listed agriculture services company from May 2018 to February 2025. Ms. Wang served as an investment manager at Zhejiang Yangzhechen Asset Management Co., Ltd. from October 2016 to April 2018. From October 2010 to April 2012, Ms. Wang worked as a research analyst at Zhejiang Hanbo Investment Management Co., Ltd., where she was responsible for investment analysis-related work. Ms. Wang received a Bachelor\u2019s degree in Financial Engineering from South-Central Minzu University in China in 2011, a Master\u2019s degree in Finance from Nankai University in China in 2018, and a Bachelor\u2019s degree in Financial Management from Renmin University of China in 2021.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Customers<\/p>\n
\u00a0<\/p>\n
Greenland, through its subsidiaries, sells most
\nof its transmission products in the PRC and electric industrial heavy equipment in the U.S. Its customer bases are primarily in the businesses
\nof material handling equipment and forklift trucks. Greenland believes that its customers include some of the leading manufacturers in
\ntheir respective market segments. Greenland also supplies transmission products to the PRC subsidiaries of a number of blue-chip\u00a0international
\nbrands based in Europe and Asia.<\/p>\n
\u00a0<\/p>\n
During the years ended December\u00a031, 2025
\nand 2024, Greenland\u2019s five largest customers contributed 40.32% and 40.60%, respectively, of its total revenues. For the years ended
\nDecember 31, 2025 and 2024, Greenland\u2019s single largest customer, Hangcha Group, accounted for 15.07% and 14.19%, respectively, of
\nGreenland\u2019s total revenue, and Greenland\u2019s second largest customer, Longgong Forklift Truck, accounted for 10.05% and 11.94%,
\nrespectively, of Greenland\u2019s total revenue.<\/p>\n
\u00a0\u00a0<\/p>\n
Suppliers<\/p>\n
\u00a0<\/p>\n
Greenland purchases its raw materials from various
\nsuppliers for use in the manufacture of its products.<\/p>\n
\u00a0<\/p>\n
The key raw materials used to manufacture its
\nproducts are processed metal-based parts and components, including iron castings and gears, which are purchased from our domestic suppliers
\nin the PRC. Most of our suppliers are located within close proximity to our manufacturing facilities, which reduces our transportation
\nand inventory costs.<\/p>\n
\u00a0<\/p>\n
The prices for iron and steel and other raw materials
\nhave historically fluctuated significantly in the PRC, which in turn has affected the Company\u2019s business and operation results.
\nGreenland closely monitors changes in raw material prices and seeks to adjust its inventory of raw materials during inflation periods.
\nIn addition, Greenland seeks to minimize the impact of fluctuations in raw material prices by adopting bidding processes in its raw material
\nprocurement process. Greenland also seeks to price its products to reflect the expected fluctuations in raw material prices to the extent
\npossible. However, there can be no assurance that Greenland could precisely estimate any increase in raw material price or pass on such
\nincrease to its customers.<\/p>\n
\u00a0<\/p>\n
HEVI purchases components, electronics, battery
\nsystems and metal-based parts for use in the assembly of its electric industrial heavy equipment from various suppliers based in the PRC.
\nThese items are transported to the United States for assembly of the final products.<\/p>\n
\u00a0<\/p>\n
HEVI seeks to price its products to reflect expected
\nincreases in the component prices and transportation costs to the extent possible. However, there can be no assurance that HEVI could
\nprecisely estimate any increase in components or pass on such increase to its customers.<\/p>\n
\u00a0<\/p>\n
Production<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s transmission products are comprised
\nof a number of major parts and components, including gearbox housing, gears, bearings, oil pumps, gear shafts, hydraulics, electric forklifts,
\nwheeled excavators, and electrical components. The gearbox housing and gears parts are processed in-house at its manufacturing facility
\nin Xinchang County, Zhejiang Province, the PRC. Components of such products, in general, are sourced, from third parties, assembled, and
\nintegrated to form finished products. The finished products then undergo further adjustments, fine tunings, testing, and quality inspections.
\nAt the end of the inspection process and prior to shipment to our warehouses for storage and distribution, the finished products are coated
\nand painted.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Inventory and Warehousing<\/p>\n
\u00a0<\/p>\n
Greenland undertakes inventory control in order
\nto reduce the risks of under and over-stocking. On average, Greenland typically maintains a 30-day stock piles for production needs. It
\ngenerally increases its inventories toward the end of the year in order to meet any production demand, in anticipation of any demands
\nincrease, from the second quarter of the following year. Furthermore, Greenland maintains higher inventories at year-end because Chinese
\nNew Year typically falls in January or February, which affects production and transportation of raw materials. Greenland has installed
\nan enterprise resource planning (\u201cERP\u201d) system, which provides real-time information about purchases, production schedules,
\nand supplies of the raw materials. The ERP system has substantially improved Greenland\u2019s inventory controls, providing the Company
\nwith quick access to various data and easy formulation of operating models, and allowing the Company to keep its inventory at an appropriable
\nlevel to facilitate the manufacturing process.<\/p>\n
\u00a0<\/p>\n
Research and Development<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s research and development team
\nselects research or development projects or both and draws up preliminary project proposals based on various factors, such as industry
\nand market trends, customer feedback, and input from other departments (i.e. finance and manufacturing departments).<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s management, including the heads
\nand lead managers of various internal departments, such as sales and marketing and finance departments, as well as its chief executive
\nofficer and chief technology officer, reviews the preliminary project proposals and its research and development team formulates a final
\nplan for each approved project after considering suggestions and comments by its management. The final plans will include detailed schedules
\nand budgets for the projects. Greenland\u2019s finance department monitors budget overruns. Any increase in the original budget must
\nbe reviewed and approved by management before the relevant project can continue.<\/p>\n
\u00a0<\/p>\n
Greenland has also focused on research and development
\nwith respect to its electric industrial equipment and related products. Greenland\u2019s electric industrial heavy equipment products
\ncurrently include GEF-series electric forklifts, a series of lithium powered forklifts with three models ranging in size from 1.8 tons
\nto 3.5 tons, and GEL-1800, a 1.8 ton rated load lithium powered electric wheeled front loader and GEX-8000, an all-electric 8.0 ton rated
\nload lithium powered wheeled excavator.<\/p>\n
\u00a0<\/p>\n
HEVI intends to resume operations once the policy
\nenvironment stabilizes. In the long run, Greenland, through HEVI, intends to focus its research and development efforts on its next generation
\nof electric industrial heavy equipment along with supporting products such as mobile charging units and attachments that will increase
\nthe value of its portfolio.<\/p>\n
\u00a0<\/p>\n
Intellectual Property<\/p>\n
\u00a0<\/p>\n
Greenland relies on a combination of trademark,
\ncopyright, patent, software registration, and trade secret laws to protect its intellectual property rights. Despite these precautions,
\nit may be possible for third parties to infringe our Company\u2019s intellectual property rights.<\/p>\n
\u00a0<\/p>\n
Patents<\/p>\n
\u00a0<\/p>\n
As of December 31, 2025,
\nGreenland held 109 registered patents with the PRC National Intellectual Property Administration (\u201cCNIPA\u201d), 82 of which are
\nutility patents and 21 of which are invention patents and six (6) of which are design patents. These patents relate to the manufacturing
\nof products.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Trademarks<\/p>\n
\u00a0<\/p>\n
As of December 31, 2025,
\nGreenland had been granted two trademarks in China registered with the CNIPA.<\/p>\n
\u00a0<\/p>\n
Copyrights<\/p>\n
\u00a0<\/p>\n
As of December 31, 2025, Greenland had registered
\ntwo copyrights in China with the CNIPA.<\/p>\n
\u00a0<\/p>\n
As of the date of this
\nReport, Greenland has not registered any intellectual properties in the U.S.<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s intellectual
\nproperty also includes technical data such as test results and operating data from projects, drawings, designs, and machinery and manufacturing
\ntechniques it developed in-house.<\/p>\n
\u00a0<\/p>\n
Sales and Marketing<\/p>\n
\u00a0<\/p>\n
Greenland sells its products through its sales
\nand marketing teams. To promote Greenland\u2019s brand, sales employees also attend trade shows and exhibitions to showcase our products.<\/p>\n
\u00a0<\/p>\n
As of December 31, 2025, Greenland\u2019s sales
\nand marketing team consisted of 15 employees, all of them were in the PRC. Members of Greenland\u2019s sales and marketing teams have
\nextensive experience and knowledge in the material handling equipment sector of the manufacturing industry. They are primarily responsible
\nfor identifying business opportunities, promoting products, collecting customer feedback and market information, bidding for or negotiating
\norders, and collecting payments.<\/p>\n
\u00a0<\/p>\n
Competition<\/p>\n
\u00a0<\/p>\n
Transmission Industry<\/p>\n
\u00a0<\/p>\n
The transmission industry is fragmented and highly
\ncompetitive in the PRC. Under the current market trend, domestically produced transmissions account for the largest share of the PRC market.
\nInternational brand manufacturers equipped with better technology and capital resources are also aiming to expand into the PRC. As a result,
\nit is expected that the PRC transmission market will become more competitive.<\/p>\n
\u00a0<\/p>\n
The typical competitive criteria are quality,
\nprice, technology, after-sales\u00a0service, product offering, and performance record. The transmissions market is capital intensive.
\nIn addition, the manufacturing process requires technical expertise and significant research and development budgets. As a result, companies
\nentering the market must have significant financial and technical resources. Moreover, the time and cost required to establish a proven
\ntrack record, necessary for general market acceptance, are substantial. An extensive after-sales\u00a0service network is essential for
\na company to gain general market acceptance.<\/p>\n
\u00a0<\/p>\n
Greenland believes that it is able to compete
\nbased on its market position, strong research and development capabilities, high quality products, integrated service systems, and strong
\nrelationships with its customers.<\/p>\n
\u00a0<\/p>\n
Our key competitors are Shaoxing Advance Gearbox
\nCo., Ltd., Changsha Zhongchuan Transmission Machinery Co. Ltd., and Ganzhou Wuhuan Machine Co., Ltd.<\/p>\n
\u00a0\u00a0<\/p>\n
\u00a0<\/p>\n
Electric Industrial Heavy Equipment Industry<\/p>\n
\u00a0<\/p>\n
Utilizing Greenland\u2019s expertise in manufacturing
\nand R&D, it established HEVI in January 2020 to create clean and sustainable products and services in the heavy industrial equipment
\nindustry that help organizations pursue a carbon neutral operation. HEVI designs, develops, and manufactures electric heavy industrial
\nequipment and accessories and sells them directly to the end consumers in various markets in the United States. HEVI\u2019s product line
\navailable for purchase includes the GEL-5000 all-electric lithium 5.0-ton rated load wheeled front loader, GEL-1800 all-electric lithium
\n1.8-ton rated load wheeled front loader, the GEX-8000 all-electric lithium 8.0-ton rated load excavator, and the GEF-series of electric
\nlithium forklifts. In August 2022, HEVI launched a 54,000 square foot industrial electric vehicle assembly site in Baltimore, Maryland
\nto support local assembly, services and distribution of its product line. In July 2024, HEVI announced a partnership with Lonking Holdings
\nLimited to develop and distribute heavy electric machinery and related technology specialized for the US market. In August 2024, HEVI
\nlaunched its H55L all-electric wheeled front-end loader, which can lift up to six tons in indoor and outdoor applications without the
\nmess and emissions of diesel, and the H65L all-electric wheeled front-end loader, a lithium battery wheeled front-end loader.<\/p>\n
\u00a0<\/p>\n
Fast Growing Market. The global construction
\nequipment market is anticipated to grow at a compound annual growth rate (\u201cCAGR\u201d) of 3.9% from 2024 to 2030, reaching US$187
\nbillion, according to a February 2025 report published by MarketsandMarkets. The North American market is projected to exhibit one of
\nthe fastest growth rates during the forecast period. Consequently, we believe this growth will increase with the introduction of the United
\nState infrastructure overhaul program. Should the program be implemented, then it will be a powerful driver of growth in the engineering
\nand construction industry that will proliferate the demand for industrial equipment.<\/p>\n
\u00a0<\/p>\n
Call for Carbon Emission Reduction. Global
\nefforts to reduce greenhouse gas and carbon emissions continue to grow with proposals such as the current U.S. administration seeking
\na target of net zero emission by 2050. These strategies will result in government and public support for the adoption of emission zero
\ntechnologies and equipment across industries thus boosting the demand for eco-friendly electric powered industrial heavy equipment. As
\nsuch, we expect that the demand for electric industrial heavy equipment will increase rapidly.<\/p>\n
\u00a0<\/p>\n
Highly Fragmented and Emerging Market.
\nThe electric industrial heavy equipment market is highly fragmented with few, if any, dominant local market participants. Although a few
\nconventional industrial heavy equipment and construction equipment makers are in the process of electric products development, a majority
\nare years away from product deployment. This is to avoid cannibalization with the mature fossil fuel-powered equipment product lines which
\nresults in the lack of incentive to launch the full-electric industrial heavy equipment at the near term. As a result, with the early
\nmover advantage together with Greenland\u2019s strong research and development capability, we believe that Greenland is well-positioned
\nto secure a meaningful role in the electric industrial heavy equipment market.<\/p>\n
\u00a0<\/p>\n
High Technology Barriers for New Entrants.
\nTo compete in the electric industrial heavy equipment market, enterprises need a high-level\u00a0of core technologies and capabilities
\nin order to successfully develop a commercial product. The investment and expertise required create a high barrier of entry for new market
\nplayers. Greenland\u2019s success in the material handling industry and its achievements in research and development milestones gives
\nGreenland the opportunity and the competitive edge to successfully compete in the industrial heavy equipment market.<\/p>\n
\u00a0<\/p>\n
Distribution Barriers for Market Leaders.
\nTraditional OEMs in the industrial heavy equipment industry sell through established dealership models which have been proven to be difficult
\nto adapt to electric alternatives. These dealerships rely heavily on service\/maintenance revenue. As electric products require over 40%
\nless of maintenance costs, it is challenging for OEMs to motivate their dealers to promote and service the new technology. Without a dealer
\nnetwork to cater to, we believe Greenland is well-positioned to establish a meaningful role in the electric industrial heavy equipment
\nmarket.<\/p>\n
\u00a0<\/p>\n
Our key competitors in the industrial heavy equipment
\nindustry are the traditional diesel-powered industrial heavy equipment manufacturers such as Caterpillar, Volvo CE and John Deere.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Employees<\/p>\n
\u00a0<\/p>\n
As of December 31, 2025,
\nthe total number of full-time\u00a0employees employed at Greenland and its subsidiaries was 340, with 336 employees located in the PRC
\nand four employees located in the U.S. As of December\u00a031, 2024, the total number of full-time\u00a0employees employed at Greenland
\nand its subsidiaries was 345, with 337 employees located in the PRC and 8 employees located in the U.S. The following table sets forth
\nthe number of its full-time\u00a0employees by function as of December 31, 2025:<\/p>\n
\u00a0<\/p>\n
Function\u00a0
\n Number\u00a0<\/p>\n
Management\u00a0
\n \u00a08\u00a0<\/p>\n
Administration\u00a0
\n \u00a016\u00a0<\/p>\n
Production\u00a0
\n \u00a0275\u00a0<\/p>\n
Research and development\u00a0
\n \u00a017\u00a0<\/p>\n
Sales and marketing\u00a0
\n \u00a015\u00a0<\/p>\n
Other\u00a0
\n \u00a09\u00a0<\/p>\n
Total\u00a0
\n \u00a0340\u00a0<\/p>\n
\u00a0<\/p>\n
Greenland maintains mandatory
\nsocial security insurance for its employees pursuant to Chinese laws. Furthermore, it contributes mandatory social security funds for
\nemployees with respect to retirement, medical, work-related\u00a0injury, maternity, and unemployment benefits. Greenland has also included
\nretirement plans for its employees in the U.S., including social security and pension along with medical, vision, dental, workers compensation,
\nwork-related injury and maternity benefits.<\/p>\n
\u00a0<\/p>\n
Greenland believes that
\nits success and continued growth depend on its ability to attract, retain, and motivate qualified employees. Greenland offers its employees
\ncompetitive salaries, comprehensive training, and other fringe benefits and incentives. None of our employees are represented by labor
\nunions, and no collective bargaining agreement has been put in place. Greenland has not had any labor strikes or other labor disturbances
\nthat have materially interfaced with its operations, and it believes that it has maintained a good work relationship with its employees.<\/p>\n
\u00a0<\/p>\n
Properties and Facilities<\/p>\n
\u00a0<\/p>\n
The address of our principal
\nexecutive offices and corporate offices is 50 Millstone Road, Building 400, Suite 130, East Windsor, New Jersey 08512.<\/p>\n
\u00a0<\/p>\n
Our office in China is
\nlocated at Room 4,10-F, Building #12, Sunking Plaza, Gaojiao Road, Hangzhou, Zhejiang Province, China, 311122. Our manufacturing and R&D
\nfacilities are all located in Xinchang County, Zhejiang Province, China.\u00a0<\/p>\n
\u00a0<\/p>\n
Properties Owned by
\nus<\/p>\n
\u00a0<\/p>\n
As of December\u00a031,
\n2025, Greenland held land use rights of four parcels of land with an aggregate site area of approximately 81,171 square meters, located
\nin Xinchang County, Zhejiang Province, PRC. The terms of these land use rights are due to expire on November\u00a014, 2062.<\/p>\n
\u00a0<\/p>\n
As of December\u00a031,
\n2025, Greenland held three building ownership certificates for three buildings with an aggregate gross floor area of approximately 44,751
\nsquare meters. These properties are primarily used for production and office purposes.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Property Leased by
\nus<\/p>\n
\u00a0<\/p>\n
As of December\u00a031,
\n2025, Greenland leased an office space with an aggregate floor area of approximately 1,440 square feet in New Jersey and a monthly rent
\nof $2,910.<\/p>\n
\u00a0<\/p>\n
The Company believes
\nthat the properties we currently own and lease for our business operations are adequate to meet our needs for the foreseeable future.<\/p>\n
\u00a0<\/p>\n
Legal Proceedings<\/p>\n
\u00a0<\/p>\n
From time to time, we
\nmay become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to
\ninherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are
\nnot party to, and our property is not the subject of, any material legal proceedings.<\/p>\n
\u00a0<\/p>\n
Regulations<\/p>\n
\u00a0<\/p>\n
PRC Law and Regulation<\/p>\n
\u00a0<\/p>\n
Policy Relating to the Foreign Invested General
\nEquipment Manufacturing Industry<\/p>\n
\u00a0<\/p>\n
The PRC implements its guidance on foreign investment
\nin different industries through the Catalogue for the Guidance of Foreign Investment Industries and the Special Administrative Measures
\n(Negative List) for Foreign Investment Access jointly amended and promulgated by the National Development and Reform Commission and the
\nMinistry of Commerce from time to time. According to the Catalogue of Encouraged Industries for Foreign Investment (Edition 2022) and
\nthe Special Administrative Measures (Negative List) for Foreign Investment Access (Edition 2024) currently in force, the business activities
\nthat we engage in are not classified as \u201cprohibited\u201d or \u201crestricted\u201d foreign invested industries.<\/p>\n
\u00a0<\/p>\n
Law and Regulation Relating to Product Quality<\/p>\n
\u00a0<\/p>\n
Pursuant to the Product Quality Law of the PRC,
\nwhich was promulgated on February\u00a022, 1993 and amended on December\u00a029, 2018, it is prohibited to produce or sell products that
\ndo not meet the standards or requirement for safeguarding human health and ensuring human and property safety.<\/p>\n
\u00a0<\/p>\n
Where a defective product causes physical injury
\nto a person or damage to property, the aggrieved party may claim compensation against the producer or the seller of such product. Where
\nthe responsibility for product defects lies with the producer, the seller shall, after settling compensation, have the right to recover
\nsuch compensation from the producer, and vice versa. Violations of the Product Quality Law may result in the imposition of fines. In addition,
\nthe seller or the producer may be ordered to suspend operation and its business license may be revoked. Criminal liability may be incurred
\nin serious cases.<\/p>\n
\u00a0<\/p>\n
Law and Regulation Relating to Production Safety<\/p>\n
\u00a0<\/p>\n
Pursuant to the Production Safety Law of the PRC
\n(the \u201cProduction Safety Law\u201d) promulgated by the Standing Committee of the National People\u2019s Congress on June\u00a029,
\n2002, last amended on June 10, 2021 and effective on September 1, 2021, enterprises and institutions shall be equipped with the conditions
\nfor safe production as provided in the Production Safety Law and other relevant laws, administrative regulations, national standards and
\nindustrial standards. Any entity that is not equipped with such conditions is not allowed to engage in production and business operation
\nactivities.\u00a0<\/p>\n
\u00a0<\/p>\n
The law also requires manufacturers to offer education
\nand training programs to their employees regarding production safety and to hire qualified employees who have completed special trainings
\nto engage in specialized operations. Manufacturers are required to provide protection equipment that meets the national or industry standards
\nto employees and to supervise and educate them regarding the use of such equipment. In addition, the design, manufacture, installation,
\nuse, inspection and maintenance of safety equipment are required to conform to applicable national or industry standards. Furthermore,
\nemergency measures shall be established by an enterprise to prepare for the occurrence of any accidents threatening safe production.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Law and Regulation Relating to Environmental
\nProtection<\/p>\n
\u00a0<\/p>\n
The laws and regulations governing the environmental
\nrequirements for all units that cause environmental pollution and other public hazards in the PRC include, but are not limited to, the
\nEnvironmental Protection Law of the People\u2019s Republic of China, the Environmental Impact Assessment Law of the People\u2019s Republic
\nof China, and the Administrative Regulations on Environmental Protection for Construction Projects. Pursuant to these laws and regulations,
\ndepending on the impacts on the environment caused by the project, environmental impact assessment documents shall be submitted by a developer
\nfor approval or record at the required time. In addition, a construction project for which an environment impact report or environment
\nimpact statement is formulated shall be put into production or use only when its complementary environmental protection facilities pass
\nacceptance inspection.<\/p>\n
\u00a0<\/p>\n
Law and Regulation Relating to Labor Protection<\/p>\n
\u00a0<\/p>\n
Pursuant to the Labor Law of the PRC and the Labor
\nContract Law of the PRC which came into effect on January\u00a01, 1995 (amended on December\u00a029, 2018) and January\u00a01, 2008 (amended
\non December\u00a028, 2012), respectively, labor contracts shall be concluded if labor relationships are to be established between the
\nemployer and the employees.<\/p>\n
\u00a0<\/p>\n
Pursuant to the Social Insurance Law of the PRC
\nwhich was promulgated on October\u00a028, 2010 and last amended on December\u00a029, 2018, employees shall participate in basic pension
\ninsurance, basic medical insurance and unemployment insurance. Basic pension, medical and unemployment insurance contributions shall be
\npaid by both employers and employees. Employees shall also participate in work-related\u00a0injury insurance and maternity insurance.
\nWork-related\u00a0injury insurance and maternity insurance contributions shall be paid by employers rather than employees. An employer
\nshall make registration with the local social insurance agency in accordance with the provisions of the Social Insurance Law of PRC. Moreover,
\nan employer shall declare and make social insurance contributions in full and on time. Pursuant to the Regulations on Management of Housing
\nProvident Fund which was promulgated on April\u00a03, 1999 and amended on March\u00a024, 2019, employers shall undertake registration
\nat the competent administrative center of housing provident fund and then, undergo the procedures of opening the account of housing provident
\nfund for their employees. Enterprises are also obliged to timely pay and deposit housing provident fund for their employees in full amount.<\/p>\n
\u00a0<\/p>\n
Law and Regulation Relating to Tax<\/p>\n
\u00a0<\/p>\n
Enterprise Income Tax<\/p>\n
\u00a0<\/p>\n
On March\u00a016, 2007 and December\u00a06, 2007
\nrespectively, the National People\u2019s Congress of China and the State Council of the PRC (the \u201cState Council\u201d) enacted
\nthe Enterprise Income Tax Law of the PRC and the Implementation Regulations of Enterprise Income Tax Law of the PRC (collectively the
\n\u201cPRC EIT Law\u201d), both of which became effective on January\u00a01, 2008 (amended successively from 2017 to 2024). The PRC EIT
\nLaw imposes a uniform enterprise income tax rate of 25% on all residence enterprises, including foreign-invested\u00a0enterprises, and
\nterminates most of the tax exemptions, reductions and preferential treatments available under previous tax laws and regulations.\u00a0<\/p>\n
\u00a0<\/p>\n
However, the PRC EIT Law and its implementation
\nrules permit certain \u201chigh-technology\u00a0enterprises strongly supported by the state\u201d which hold independent ownership of
\ncore intellectual property and simultaneously meet a list of other criteria, financial or non-financial, as stipulated in the Implementation
\nRules, to enjoy a 15% enterprise income tax rate subject to certain new qualification criteria. The State Administration of Taxation (the
\n\u201cSAT\u201d), the PRC Ministry of Science and Technology and the MOF jointly issued the Administrative Rules for the Certification
\nof High and New Technology Enterprise delineating the specific criteria and procedures for \u201chigh and new technology enterprises\u201d
\ncertification.<\/p>\n
\u00a0<\/p>\n
Under the PRC EIT Law, enterprises are classified
\nas either \u201cresident enterprises\u201d or \u201cnon-resident\u00a0enterprises.\u201d Pursuant to PRC EIT Law and its implementation
\nrules, besides enterprises established within the PRC, enterprises established outside PRC whose \u201cde facto management bodies\u201d
\nare located in PRC are considered \u201cresident enterprises\u201d for PRC enterprise income tax purposes and subject to the uniform
\n25% enterprise income tax rate for their global income. According to the implementation rules of the PRC EIT Law, \u201cde facto management
\nbody\u201d refers to a managing body that exercises, in substance, overall management and control over the manufacture and business,
\npersonnel, accounting and assets of an enterprise.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Withholding Tax<\/p>\n
\u00a0<\/p>\n
The PRC EIT Law removes the prior tax exemption
\nand imposes a 10% withholding tax on dividends paid by foreign-invested\u00a0enterprises to foreign investors. However, for foreign investors
\nwhose home countries or regions have signed bilateral tax agreements with PRC, the withholding tax rate may be reduced to as low as 5%
\ndepending on the terms of the applicable tax treaty. In accordance with the Arrangement between Mainland PRC and Hong Kong for the Avoidance
\nof Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income signed on August\u00a021, 2006, the 5% withholding
\ntax rate applies to dividends paid by a PRC company to a Hong Kong tax resident, provided that the recipient is a company that holds directly
\nat least 25% of the interest of the PRC company, otherwise, the applicable withholding tax rate should be 10%. Further, pursuant to the
\nNotice on the Issues concerning the Application of the Dividend Clauses of Tax Agreements issued by the SAT on February\u00a020, 2009,
\nthe preferential tax rate under the relevant tax treaties shall only apply to a tax resident from the other side that directly holds at
\nleast 25% of the interest of a PRC company for a period of consecutive 12\u00a0months prior to receiving the dividends.<\/p>\n
\u00a0<\/p>\n
Value Added Tax<\/p>\n
\u00a0<\/p>\n
Under the Value-added Tax Law of the PRC and its
\nImplementation Regulations, both effective from January 1, 2026, VAT is levied on a wide range of activities within China. The taxable
\nscope encompasses the sale of goods, the provision of services (such as processing and repair), the transfer of intangible assets and
\nimmovable property, and the importation of goods. The current VAT system employs multiple tiers, including standard rates such as 13%,
\n9%, and 6%, as well as a zero rate applicable particularly to exported goods and certain cross-border services.<\/p>\n
\u00a0<\/p>\n
Regulations of Trial Administrative Measures
\nof Overseas Securities Offering and Listing by Domestic Companies <\/p>\n
\u00a0<\/p>\n
On February 17, 2023, the CSRC published the Regulations
\nof Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the \u201cTrial Measures\u201d)
\nand its accompanying guidelines and instructions, which came into effect on March 31, 2023, and will apply if a domestic enterprise issues
\nshares, depositary receipts, corporate bonds convertible into shares, or other securities of an equity nature outside of the PRC, or lists
\nits securities for trading outside of the PRC. According to such regulations, a domestic enterprise that issues and lists its securities
\noutside of the PRC shall comply with the filing procedures and report the relevant information to the CSRC. Where a domestic company fails
\nto fulfill filing procedure, offers and lists securities in an overseas market in violation of the Trial Measures, or the filing documents
\ncontain misrepresentation, misleading statement or material omission, the CSRC shall order rectification, issue warning to such domestic
\ncompany, and impose a fine.<\/p>\n
\u00a0<\/p>\n
Law and Regulation Relating to Intellectual
\nProperty Rights<\/p>\n
\u00a0<\/p>\n
Copyright Law<\/p>\n
\u00a0<\/p>\n
According to the Copyright Law of the PRC, which
\nwas amended on November 11, 2020 and became effective on June 1, 2021, Chinese citizens, legal entities or other organizations shall enjoy
\nthe copyright in their works, whether published or not, which include original intellectual achievements in the fields of literature,
\nart and science which can be expressed in a certain form. Copyright owners shall enjoy various kinds of rights, including the right of
\npublication, right of authorship and right of reproduction.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Patent Law<\/p>\n
\u00a0<\/p>\n
Pursuant to the Patent Law of the PRC which was
\namended on October 17, 2020 and became effective on June 1, 2021, the patent administration departments of the State Council are responsible
\nfor the administration of patents across the nation. The patent administration departments of provincial, autonomous region or municipal
\ngovernments are responsible for administering patents within their respective jurisdictions. The PRC patent system adopts a \u201cfirst
\ncome, first file\u201d principle, which means where more than one person files a patent application for the same invention, a patent
\nwill be granted to the person who files the application first. To be patentable, invention or utility models must meet three criteria:
\nnovelty, inventiveness and practicability. Invention patents are valid for 20 years, while utility model patents are valid for 10 years
\nand design patents are valid for 15 years, commencing from the date of application. The patentee shall pay annual fees commencing from
\nthe year when the parent right is granted. If the patentee does not pay annual fees according to the requirements, the patent will be
\nterminated prior to its expiry. Other person must obtain consent or a proper license from the patent owner to use the patent. Otherwise,
\nthe use constitutes an infringement of the patent rights. The infringer must, in accordance with the applicable regulations, undertake
\nto cease the infringement, take remedial action and\/or pay damages.<\/p>\n
\u00a0<\/p>\n
Trademark Law<\/p>\n
\u00a0<\/p>\n
Pursuant to the Trademark Law of the PRC which
\nwas amended on April 23, 2019 and became effective on November 1, 2019, the right to exclusive use of a registered trademark shall be
\nlimited to trademarks which have been approved for registration and to commodities for which the use of trademark has been approved. The
\nperiod of validity of a registered trademark shall be 10 years, counted from the day the registration is approved. If a trademark registrant
\nwishes to use a trademark after the expiration of the duration of the trademark registration, according to the requirements, a registration
\nrenewal application should be filed within 12 months prior to the expiration. Each registration renewal is valid for 10 years. Using a
\ntrademark that is identical with a registered trademark on the same commodities without the licensing of the registrant of the registered
\ntrademark; or using a trademark that is similar to a registered trademark on the same commodities, or using a trademark that is identical
\nwith or similar to the registered trademark on similar commodities without the licensing of the registrant of the registered trademark,
\nwhich is likely to cause confusion; selling commodities that infringe upon the exclusive right to use a registered trademark; forging,
\nmanufacturing a registered trademark which was registered by others without authorization, or selling a registered trademark forged or
\nmanufactured without authorization; changing a registered trademark and putting the commodities with the changed trademark into the market
\nwithout the consent of the registrant of the registered trademark; providing, intentionally, convenience for activities infringing upon
\nothers\u2019 exclusive right to use a registered trademark, and facilitating others to commit infringement on the exclusive right to
\nuse a registered trademark, constitutes an infringement of the exclusive right to use a registered trademark. The infringer must undertake
\nto cease the infringement, take remedial action and pay damages. The infringer also may be subject to fines or even criminal punishment.<\/p>\n
\u00a0<\/p>\n
Domain Names<\/p>\n
\u00a0<\/p>\n
The domain names are protected under the Administrative
\nMeasures for Internet Domain Names promulgated by Ministry of Industry and Information Technology, or the MIIT, on August\u00a024, 2017,
\nthe effective date of which was November\u00a01, 2017. MIIT is the major regulatory body responsible for the administration of the PRC
\nInternet domain names, under supervision of which PRC Internet Network Information Center, or CNNIC, is responsible for the daily administration
\nof CN domain names and Chinese domain names On June 18, 2019, CNNIC promulgated the Implementing Rules for the Registration of National
\nTop-level Domain Names, the Measures for the Resolution of Disputes over National Top-level Domain Names and the Procedures for the Resolution
\nof Disputes over National Top-level Domain Names in accordance with the Administrative Measures for Internet Domain Names. Pursuant to
\nsuch rules, the registration of domain names adopts the \u201cfirst to file\u201d principle and the registrant shall complete the registration
\nvia the domain name registration service institutions. In the event of a domain name dispute, the disputed parties may lodge a complaint
\nto the designated domain name dispute resolution institution to trigger the domain name dispute resolution procedure in accordance with
\nthe CNNIC Measures on Resolution of the Top-Level Domains Disputes, file a suit to the People\u2019s Court or initiate an arbitration
\nprocedure.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Law and Regulation Relating to Foreign Currency
\nExchange<\/p>\n
\u00a0<\/p>\n
The principal regulations governing foreign currency
\nexchange in the PRC are the Foreign Exchange Administrative Regulations (the \u201cSAFE Regulations\u201d) which was promulgated by
\nthe State Council and last amended on August\u00a05, 2008. Under the SAFE Regulations, the RMB is generally freely convertible for current
\naccount items, including the distribution of dividends, trade and service-related foreign exchange transactions, but not for capital account
\nitems, such as direct investment, loan, repatriation of investment and investment in securities outside the PRC, unless the prior approval
\nof the State Administration of Foreign Exchange is obtained.<\/p>\n
\u00a0<\/p>\n
U.S. Laws and Regulations<\/p>\n
\u00a0<\/p>\n
Battery Safety and Testing<\/p>\n
\u00a0<\/p>\n
Our battery packs of electric industrial heavy
\nequipment will be subject to various U.S. regulations that govern transport of \u201cdangerous goods,\u201d defined to include lithium
\nbatteries, which may present a risk in transportation. We expect to use lithium battery packs in our electric industrial heavy equipment.
\nThe use, storage and disposal of our battery packs are regulated under existing laws and are the subject of ongoing regulatory changes
\nthat may add additional requirements in the future.<\/p>\n
\u00a0<\/p>\n
Product Liability Law<\/p>\n
\u00a0<\/p>\n
U.S. state law generally imposes liability on
\nall manufacturers and retailers (and parties in the supply chain) for injuries that result from unsafe, defective, and dangerous products
\nsold to consumers. Product liability claims in the United States are typically based on three theories of law: (1) strict liability, (2)
\nnegligence and (3) breach of warranty. In addition, as noted above, U.S. laws and regulations can also obligate manufacturers and retailers
\n(and parties in the supply chain) to remedy product defects, which can include safety recall campaigns.<\/p>\n
\u00a0\u00a0<\/p>\n
Parties involved in manufacturing, distributing,
\nor selling a product may be subject to liability for harm caused by a defect in that product. There are three types of product defects,
\nnamely, design defects, manufacturing defects and defects in marketing. In a negligence claim, a defendant may be held liable for personal
\ninjury or property damage caused by the failure to use due care. Strict liability claims, however, do not depend on the degree of carefulness
\nby the defendant. A defendant is liable when it is shown that an injury (personal or to property) occurred as the result of a product\u2019s
\ndefect. Breach of warranty is also a form of strict liability in the sense that a showing of fault is not required. The plaintiff need
\nonly establish the warranty was breached, regardless of how that came about. Companies that manufacture, distribute or sell a product
\nin a particular state may be subject to the jurisdiction of such state\u2019s product liability laws, whether the company\u2019s jurisdiction
\nof incorporation or principal place of business is in that state, in another U.S. state or in a non-U.S. jurisdiction.<\/p>\n
\u00a0<\/p>\n
Product liability legal actions and recall campaigns
\nin the United States (\u201cProduct Liability Matters\u201d) could involve personal injury and property damage and could involve claims
\nfor substantial monetary damages. The results of any future litigation and claims involving product liability in the United States are
\ninherently unpredictable.<\/p>\n
\u00a0<\/p>\n
Employment and Labor Law<\/p>\n
\u00a0<\/p>\n
Private businesses operating in the United States
\nare subject to employment laws of the federal governments, state government, and, to a lesser extent, local counties or municipalities.
\nThese laws govern many aspects of the workplace as set forth herein and failure to comply can result in fines and penalties from relevant
\noversight agencies and liability to employees, which can include a multiple of actual damages, counsel fees, and punitive damages for
\ncertain violations.<\/p>\n
\u00a0<\/p>\n
Businesses that operate in New Jersey must comply
\nwith governing federal laws and New Jersey State laws (together, \u201cUS-NJ\u00a0Employment Laws\u201d).\u00a0The default rule in New
\nJersey is that, in the absence of a labor agreement or contract for employment for a specified term, employment is terminable at will.
\nEmployers have a right to discharge an employee at any time, for any reason, or for no reason, provided the termination is not for a reason
\nprohibited by law.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Broadly, our obligation to comply with applicable
\nUS-NJ\u00a0Employment Laws, includes laws and rules relating to:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n (i)
\n Wage and hour standards, such as paying required overtime for employees who do not meet exemption requirements and work in excess of 40 hours in a week, paying minimum wage, and paying wages when due;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n (ii)
\n Providing leave and leave benefits to eligible employees, including requirements that unpaid family leave and unpaid leave for reasons including domestic violence or sexual assault shall be provided by covered employers;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n (iii)
\n Non-discrimination\u00a0and anti-retaliation;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n (iv)
\n Providing reasonable accommodations to and engaging in the interactive process with employees with disabilities, religious needs, or other protected characteristics;<\/p>\n
\u00a0\u00a0<\/p>\n
\u00a0
\n (v)
\n Ensuring employees are eligible to be employed in the United States; and<\/p>\n
\u00a0<\/p>\n
\u00a0
\n (vi)
\n Occupational safety.<\/p>\n
\u00a0<\/p>\n
Failure to comply with the US-NJ\u00a0Employment
\nLaws may, in some instances, expose us to civil liability to employees or former employees for compensatory damages, statutory damages,
\nas well as punitive damages and counsel fees. We could also be subject to fines, penalties, and assessments from various regulatory authorities.<\/p>\n
\u00a0<\/p>\n
ITEM 1A. \u00a0RISK FACTORS<\/p>\n
\u00a0<\/p>\n
The following is a summary of certain risks
\nthat should be carefully considered along with the other information contained or incorporated by reference in this Report and the documents
\nincorporated by reference, as updated by our subsequent filings under the Exchange Act. If any of the following events actually occurs,
\nour business, operating results, prospects, or financial condition could be materially and adversely affected. The risks described below
\nare not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also significantly
\nimpair our business operations and could result in a complete loss of your investment.<\/p>\n
\u00a0<\/p>\n
Summary of Risk Factors<\/p>\n
\u00a0<\/p>\n
An investment in our Class A ordinary shares is
\nsubject to a number of risks, including risks related to our business and industry, risks related to our corporate structure, risks related
\nto doing business in China and risks related to our Class A ordinary shares. You should carefully consider all of the information in this
\nReport before making an investment in the Class A ordinary shares. The following list summarizes some, but not all, of these risks. Please
\nread the information in this section for a more thorough description of these and other risks.<\/p>\n
\u00a0<\/p>\n
Risks Related to Our Business and Industry<\/p>\n
\u00a0<\/p>\n
For more detailed discussions of the following
\nrisks, see \u201cRisk Factors\u2014Risks Related to our Business and Industry\u201d on pages 26 through 33.<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Our subsidiaries\u2019 business operations are cash intensive, and our subsidiaries\u2019 business could be adversely affected if we fail to maintain sufficient levels of liquidity and working capital;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n We grant relatively long payment terms for accounts receivable which can adversely affect our cash flow;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Our subsidiaries face short lead-times for delivery of products to customers. Failure to meet delivery deadlines could result in the loss of customers and damage to our reputation and goodwill;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Our subsidiaries face intense competition, and if we are unable to compete effectively, we may not be able to maintain profitability;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Our revenues are highly dependent on a limited number of customers and the loss of any one of our subsidiaries\u2019 major customers could materially and adversely affect our growth and revenues;<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n As our subsidiaries expand their operations, they may need to establish a more diverse supplier network for raw materials. The failure to secure a more diverse supplier network could have an adverse effect on our financial condition;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n To remain competitive, our subsidiaries are introducing new lines of business, including the production and sale of electric industrial heavy equipment. If these efforts are not successful, our results of operations may be materially and adversely affected;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n New lines of business, including the production and sale of electric industrial heavy equipment, may subject us and our subsidiaries to additional risks;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Tariffs and other trade barriers imposed on Chinese goods, including components manufactured in the PRC and assembled in the United States by HEVI, could materially and adversely affect our business, financial condition, and results of operations;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n Volatile steel prices can cause significant fluctuations in our operating results. Our revenues and operating income could decrease if steel prices increase or if our subsidiaries are unable to pass price increases on to their customers;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n We are subject to various risks and uncertainties that may affect our subsidiaries\u2019 ability to procure raw materials; and<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n Geopolitical conflicts involving Iran, military actions in the Middle East, and the war in Ukraine may adversely affect economic conditions in the U.S., China and globally, and cause significant volatility in the trading price of our Class A ordinary shares.<\/p>\n
\u00a0<\/p>\n
Risks Related to Doing Business in China<\/p>\n
\u00a0<\/p>\n
For more detailed discussions of the following
\nrisks, see \u201cRisk Factors\u2014Risks Related to Doing Business in China\u201d on pages 33 through 43.<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Changes in China\u2019s economic, political or social conditions or government policies could have a material adverse effect on our business and operations;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Uncertainties arising from the legal system in China, including uncertainties regarding the interpretation and enforcement of PRC laws and the possibility that regulations and rules can change quickly with little advance notice, could hinder our ability to offer or continue to offer our securities, result in a material adverse change to our business operations, and damage our reputation, which could materially and adversely affect our financial condition and results of operations and cause our securities to significantly decline in value or become worthless. See \u201cRisk Factors\u2014Risks Related to Doing Business in China\u2014The PRC government exerts substantial influence over the manner in which we must conduct our business activities. If the Chinese government significantly regulates the business operations of our PRC subsidiaries in the future and our PRC subsidiaries are not able to substantially comply with such regulations, our business operations may be materially adversely affected and the value of our Class A ordinary shares may significantly decrease\u201d and \u201cRisk Factors\u2014Risks Related to Doing Business in China\u2014Uncertainties with respect to the PRC legal system could adversely affect us and our PRC subsidiaries\u201d;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n The Chinese government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and\/or foreign investment in China-based issuers. Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and\/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless. See \u201cRisk Factors\u2014Risks Related to Doing Business in China\u2014The PRC government exerts substantial influence over the manner in which we must conduct our business activities. If the Chinese government significantly regulates the business operations of our PRC subsidiaries in the future and our PRC subsidiaries are not able to substantially comply with such regulations, our business operations may be materially adversely affected and the value of our Class A ordinary shares may significantly decrease\u201d;<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Our future offerings will need to be filed with the CSRC, along with compliance with any other applicable PRC rules, policies and regulations, in connection with any future offering of our securities. Any failure to filing, or delay in filing, or failure to complying with any other applicable PRC requirements for an offering, may subject us to sanctions imposed by the relevant PRC regulatory authority. In addition, if applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future and we fail to obtain such approvals, we may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of our Class A ordinary shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. See \u201cRisk Factors\u2014Risks Related to Doing Business in China\u2014We are required under PRC laws to submit filings to CSRC for our future offerings. However, we believe that we are not currently required to obtain the approval and\/or comply with other requirements of the CSRC, the CAC, or other PRC governmental authorities under PRC rules, regulations or policies in connection with our continued listing on Nasdaq. In the event that any such approval is required or that there are other requirements we are obligated to comply with, we cannot predict whether or how soon we will be able to obtain such approvals and\/or comply with such requirements.\u201d and \u201cRisk Factors\u2014Risks Related to Doing Business in China\u2014We may be liable for improper use or appropriation of personal information provided by our customers and any failure to comply with PRC laws and regulations over data security could result in materially adverse impact on our business, results of operations, and our continued listing on Nasdaq\u201d;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Our subsidiaries may be liable for improper use or appropriation of personal information provided by their customers and any failure to comply with PRC laws and regulations over data security could result in materially adverse impact on our business, results of operations, and our continued listing on Nasdaq;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n You may have difficulty enforcing judgments against us;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Under the PRC Enterprise Income Tax Law, we may be classified as a \u201cResident Enterprise\u201d of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n PRC regulation of loans to, and direct investments in, PRC entities by offshore holding companies may delay or prevent us from using proceeds from our future financing activities to make loans or additional capital contributions to our PRC subsidiaries;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n We may rely on dividends paid by our subsidiaries for our cash needs, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct business;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China; and<\/p>\n
\u00a0\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Our securities may be delisted and prohibited from being traded under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditor in the future. Any future delisting and cessation of trading of our securities, or the threat of their being delisted and prohibited from being traded, may materially and adversely affect the value of your investment. Additionally, any inability of the PCAOB to conduct inspections of our auditor in the future would deprive our investors of the benefits of such inspections. See \u201cRisk Factors\u2014Risks Related to Doing Business in China\u2014Our Class A ordinary shares may be delisted and prohibited from being traded under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors. The delisting and the cessation of trading of our Class A ordinary shares, or the threat of their being delisted and prohibited from being traded, may materially and adversely affect the value of your investment. Additionally, any inability of the PCAOB to conduct inspections deprives our investors with the benefits of such inspections.\u201d<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Risks Related to Our Class A Ordinary Shares<\/p>\n
\u00a0<\/p>\n
For more detailed discussions of the following
\nrisks, see \u201cRisk Factors\u2014Risks Related to Our Class A Ordinary Shares\u201d on pages 43 through 47.<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u00a0
\n Nasdaq has recently adopted and proposed new listing rules that could result in the accelerated delisting of our Class A ordinary shares.<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares may view as beneficial;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n The dual-class structure of our ordinary shares may adversely affect the trading market for the Class A ordinary shares;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n Future sales of our Class A ordinary shares, whether by us or our shareholders, could cause the price of our Class A ordinary shares to decline;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Because we do not expect to pay dividends in the foreseeable future, you must rely on the price appreciation of our Class A ordinary shares for return on your investment; and<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Techniques employed by short sellers may drive down the market price of our Class A ordinary shares. <\/p>\n
\u00a0<\/p>\n
Risks Related to our Business and Industry<\/p>\n
\u00a0<\/p>\n
Our subsidiaries\u2019 business operations
\nare cash intensive, and our subsidiaries\u2019 business could be adversely affected if we fail to maintain sufficient levels of liquidity
\nand working capital.<\/p>\n
\u00a0<\/p>\n
As of December 31, 2024 and 2025, we had approximately
\n$8.61 million and $7.85 million of cash and cash equivalents, respectively. Historically, we have spent a significant amount of cash on
\nour operational activities, principally to procure raw materials for our subsidiaries\u2019 products. Our short-term loans are from Chinese
\nbanks and are generally secured by a portion of our fixed assets, land use rights and\/or guarantees by related parties. Certain of these
\nloans are secured against a portion of the shares of our PRC subsidiaries. The term of a majority of such loans is one year. Historically,
\nwe rolled over such loans on an annual basis. However, we may not have sufficient funds available to pay all of our borrowings upon maturity
\nin the future. Failure to roll over our short-term borrowings at maturity or to service our debt could result in a transfer of the ownership
\nof a portion of the shares of our PRC subsidiaries to secured lenders, the imposition of penalties, including increases in interest rates,
\nlegal actions against us by our creditors, and even insolvency.<\/p>\n
\u00a0<\/p>\n
Although we have been able to maintain adequate
\nworking capital primarily through cash from operations and short-term and long-term borrowings, any failure by our customers to settle
\noutstanding accounts receivable, or our inability to borrow sufficient capital from local banks in the future could materially and adversely
\naffect our cash flow, financial condition and results of operations.<\/p>\n
\u00a0<\/p>\n
We grant relatively long payment terms for
\naccounts receivable which can adversely affect our cash flow.<\/p>\n
\u00a0<\/p>\n
As is customary in China, for competitive reasons,
\nwe grant relatively long payment terms to most of our subsidiaries\u2019 customers. The allowances we establish for our receivables may
\nnot be adequate. We are subject to the risk that we may be unable to collect accounts receivable in a timely manner. If the accounts receivable
\ncannot be collected in time, or at all, a significant amount of expected credit losses will occur, and our business, financial condition
\nand results of operation will likely be materially and adversely affected.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Our subsidiaries face short lead-times for
\ndelivery of products to customers. Failure to meet delivery deadlines could result in the loss of customers and damage to our reputation
\nand goodwill.<\/p>\n
\u00a0<\/p>\n
Most of our subsidiaries\u2019 customers are
\nlarge manufacturers, who generally place large orders for our subsidiaries\u2019 products and require prompt delivery. Our subsidiaries\u2019
\nproduct sale agreements typically contain short lead-times\u00a0for the delivery of products and tight production and manufacturer supply
\nschedules that can reduce our profit margins on the products procured from our subsidiaries\u2019 suppliers. Our subsidiaries\u2019
\nsuppliers may lack sufficient capacity at any given time to meet all of the demands from our subsidiaries\u2019 customers if orders exceed
\ntheir production capacity. Our subsidiaries strive for rapid response to customer demands, which can lead to reduced purchasing efficiency,
\nincreased procurement costs and low profit margins. If our subsidiaries are unable to meet the customer demands, they may lose customers.
\nMoreover, failure to meet customer demands may damage our reputation and goodwill.<\/p>\n
\u00a0<\/p>\n
Our subsidiaries face intense competition,
\nand, if our subsidiaries are unable to compete effectively, we may not be able to maintain profitability.<\/p>\n
\u00a0<\/p>\n
Our subsidiaries compete with many other companies
\nlocated in the PRC and internationally that manufacture similar products. Many of our subsidiaries\u2019 competitors are larger companies
\nwith greater financial resources. Intense competition in a challenging economic environment in the PRC has, in the past, put pressure
\non our margins and may adversely affect our future financial performance. Moreover, intense competition may result in potential or actual
\nlitigation between our subsidiaries and their competitors relating to such activities as competitive sales practices, relationships with
\nkey suppliers and customers or other matters.<\/p>\n
\u00a0<\/p>\n
It is likely that our subsidiaries\u2019 competitors
\nwill seek to develop similar competing products in the near future. Some of our subsidiaries\u2019 competitors may have more resources
\nthan our subsidiaries do, operate in greater scale, be more capitalized than our subsidiaries are, have access to cheaper raw materials
\nthan our subsidiaries do, or offer products at a more competitive price. There can be no assurance that our initial competitive advantage
\nwill be retained and that one or more competitors will not develop products that are equal or superior in quality and are better priced
\nthan our subsidiaries\u2019 products. If our subsidiaries are unable to compete effectively, our results of operations and financial
\nposition may be materially and adversely affected.<\/p>\n
\u00a0<\/p>\n
Our revenues are highly dependent on a limited
\nnumber of customers and the loss of any one of our subsidiaries\u2019 major customers could materially and adversely affect our growth
\nand revenues.<\/p>\n
\u00a0<\/p>\n
During the fiscal years ended December 31, 2025 and 2024, our subsidiaries\u2019
\nfive largest customers contributed 40.32% and 40.60% of our revenues, respectively. For the years ended December 31, 2025 and 2024, Greenland\u2019s
\nsingle largest customer, Hangcha Group, accounted for 15.07% and 14.19%, respectively, of Greenland\u2019s total revenue, and Greenland\u2019s
\nsecond largest customer, Longgong Forklift Truck, accounted for 10.05% and 11.94%, respectively, of Greenland\u2019s total revenue.<\/p>\n
\u00a0<\/p>\n
As a result of our subsidiaries\u2019 reliance
\non a limited number of customers, our subsidiaries may face pricing and other competitive pressures, which may have a material adverse
\neffect on our profits and our revenues. The volume of products sold for specific customers varies from year to year, especially since
\nour subsidiaries are not the exclusive provider for any customers. In addition, there are a number of factors that could cause the loss
\nof a customer or a substantial reduction in the products that our subsidiaries provide to any customer that may not be predictable. For
\nexample, our subsidiaries\u2019 customers may decide to reduce spending on our subsidiaries\u2019 products or a customer may no longer
\nneed our subsidiaries\u2019 products following the completion of a project. The loss of any one of our subsidiaries\u2019 major customers,
\na decrease in the volume of sales to our subsidiaries\u2019 customers or a decrease in the price at which our subsidiaries sell their
\nproducts to customers could materially adversely affected our profits and revenues.<\/p>\n
\u00a0<\/p>\n
In addition, this customer concentration may subject
\nour subsidiaries to perceived or actual leverage that our subsidiaries\u2019 customers may have in negotiations, given their relative
\nsize and importance to our subsidiaries. If our subsidiaries\u2019 customers seek to negotiate their agreements on terms less favorable
\nto our subsidiaries and our subsidiaries accept such terms, such unfavorable terms may have a material adverse effect on our subsidiaries\u2019
\nbusiness and our financial condition and results of operations. Accordingly, unless and until our subsidiaries diversify and expand their
\ncustomer base, our future success will significantly depend upon the timing and volume of business from our subsidiaries\u2019 largest
\ncustomers and the financial and operational success of these customers.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
As our subsidiaries expand their operations,
\nthey may need to establish a more diverse supplier network for raw materials. The failure to secure a more diverse supplier network could
\nhave an adverse effect on our financial condition.<\/p>\n
\u00a0<\/p>\n
In the event that our subsidiaries need to diversify
\ntheir supplier network, our subsidiaries may not be able to procure a sufficient supply of raw materials at a competitive price, which
\ncould have an adverse effect on our results of operations, financial condition and cash flows. Furthermore, despite our subsidiaries\u2019
\nefforts to control their supply of raw materials and maintain good relationships with their existing suppliers, our subsidiaries could
\nlose one or more of their existing suppliers at any time. The loss of one or more key suppliers could increase our subsidiaries\u2019
\nreliance on higher cost or lower quality supplies, which could negative affect our profitability. Any interruptions to, or decline in,
\nthe amount or quality of our subsidiaries\u2019 raw materials supply could materially disrupt our subsidiaries\u2019 production and
\nadversely affect our subsidiaries\u2019 business and our financial condition and financial prospects.<\/p>\n
\u00a0<\/p>\n
Our efforts to
\ndiversify into electric industrial heavy equipment may not be successful, and the suspension of substantially all of HEVI\u2019s operations
\ndue to tariff uncertainty could materially and adversely affect our business, results of operations, and financial condition.<\/p>\n
\u00a0<\/p>\n
To remain competitive,
\nwe have sought to diversify our product offerings beyond our traditional transmission systems and integrated powertrains for material
\nhandling machinery by expanding into the production and sale of electric industrial heavy equipment. Prior to December 2020, through Zhongchai
\nHolding and its PRC subsidiaries, our products primarily consisted of transmission systems and integrated powertrains for material handling
\nmachinery, particularly electric forklift trucks. In December 2020, through our subsidiary HEVI, we launched a new division focused on
\nthe production and sale of electric industrial heavy equipment as part of our strategy to diversify our business.<\/p>\n
\u00a0<\/p>\n
HEVI\u2019s electric
\nindustrial heavy equipment product portfolio includes lithium-powered electric forklifts, electric wheeled loaders, electric excavators,
\nand related charging solutions, which have been marketed primarily in the United States. HEVI also established an assembly and distribution
\nfacility in Maryland and entered into strategic partnerships intended to support the development and commercialization of electric heavy
\nmachinery for the U.S. market. Despite these efforts, this line of business remains at an early stage and has not yet demonstrated sustained
\ncommercial success.<\/p>\n
\u00a0<\/p>\n
Our expansion into electric
\nindustrial heavy equipment involves significant risks and uncertainties. We have limited operating history and experience in this segment,
\nwhich differs materially from our legacy business. We may encounter difficulties in product development, manufacturing, supply chain management,
\nregulatory compliance, distribution, customer adoption, and after-sales service. Our products may not achieve market acceptance, may face
\nstrong competition from established manufacturers, or may not be cost-competitive. As a result, we may be unable to generate sufficient
\nrevenue to recover our investment or achieve profitability.<\/p>\n
\u00a0<\/p>\n
In addition, substantially
\nall of HEVI\u2019s business operations have been suspended since 2025 due to uncertainty regarding tariff policy, which has adversely
\naffected our ability to manufacture, import, distribute, and sell electric industrial heavy equipment. This suspension has limited HEVI\u2019s
\nrevenue-generating activities and may continue for an extended period. Although HEVI intends to resume operations once the policy environment
\nstabilizes, there can be no assurance as to when, or whether, such stabilization will occur, or whether HEVI will be able to successfully
\nrestart operations on commercially reasonable terms.<\/p>\n
\u00a0<\/p>\n
If the suspension of
\nHEVI\u2019s operations continues, or if we are unable to successfully resume or scale this business following a resumption of operations,
\nour transition into electric industrial heavy equipment may be delayed or unsuccessful. During this transition period, our revenues may
\nremain limited, our operating losses may increase, and our results of operations, financial condition, cash flows, and business prospects
\ncould be materially and adversely affected.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Tariffs and other
\ntrade barriers imposed on Chinese goods, including components manufactured in the PRC and assembled in the United States by HEVI, could
\nmaterially and adversely affect our business, financial condition, and results of operations.<\/p>\n
\u00a0<\/p>\n
Our business is subject to significant risks arising from the trade
\npolicies of the United States government with respect to Chinese goods, and the broader relationship between the United States and the
\nPRC. HEVI\u2019s electric industrial heavy equipment products are manufactured using components sourced from and manufactured in the
\nPRC, which are then assembled into finished products in the United States. As a result, U.S. tariff policies on Chinese goods have a direct
\nand material impact on HEVI\u2019s cost structure and business operations. In February 2025, President Donald J. Trump declared a national
\nemergency under the International Emergency Economic Powers Act (“IEEPA”) and announced the imposition of a 10% tariff on all
\nimports from China, citing concerns related to trade imbalances and national security. These tariffs were subsequently lifted following
\nthe U.S. Supreme Court\u2019s ruling in Learning Resources in February 2026. A temporary 10% global tariff on imports was separately
\nimposed under Section 122 of the Trade Act of 1974. Tariffs imposed under Section 301 of the Trade Act of 1974 and Section 232 of the
\nTrade Expansion Act of 1962 remain unaffected by the Supreme Court’s ruling and continue to apply to Chinese goods. As of February 2026,
\naverage U.S. tariff rates on Chinese goods were approximately 34%, excluding exemptions and Section 232 actions, further increasing the
\ncost burden on U.S. importers of PRC-manufactured components and potentially affecting demand for products sourced from the PRC.<\/p>\n
\u00a0<\/p>\n
The imposition of these
\ntariffs, and any future escalation thereof, significantly increases the landed cost of PRC-manufactured components imported by HEVI for
\nassembly in the United States, potentially rendering HEVI’s finished products less competitive relative to domestically produced alternatives
\nor products sourced from non-tariffed jurisdictions. Our operating subsidiaries, including HEVI, may be unable to pass increased costs
\nthrough to their customers, whether due to competitive pricing pressures, contractual constraints, or prevailing market conditions, which
\nwould compress margins and adversely affect profitability.<\/p>\n
\u00a0<\/p>\n
The business operations
\nof HEVI have been suspended since 2025 due to the uncertainty surrounding U.S. tariff policy and the broader trade war between the United
\nStates and the PRC, as described elsewhere in this Report. Because HEVI\u2019s products rely on components manufactured in the PRC, the
\nimposition of tariffs on Chinese goods has materially disrupted HEVI\u2019s ability to import components at commercially viable costs,
\nthereby rendering its assembly and distribution operations in the United States economically unviable under current tariff conditions.
\nTo the extent that HEVI\u2019s suspension is prolonged or becomes permanent, the practical impact of tariffs on HEVI\u2019s near-term
\noperations may be limited; however, any future resumption of HEVI\u2019s business activities would require the continued importation
\nof PRC-manufactured components into the United States, which would be subject to the full scope of applicable tariff regimes. The costs
\nand uncertainties associated with those tariffs could impede or delay any such resumption. Additionally, the continued application of
\ntariffs affects the broader competitive and cost environment in which our other subsidiaries operate.<\/p>\n
\u00a0<\/p>\n
More broadly, any deterioration in the relationship between the United
\nStates and the PRC, whether arising from tariff disputes, geopolitical tensions, sanctions, export controls, or other trade-related measures,
\ncould further increase the costs associated with importing PRC-manufactured components into the United States or limit our ability to
\nsource such components altogether. Given HEVI\u2019s dependence on PRC-manufactured components for its assembly operations in the United
\nStates, any such deterioration would have a particularly direct and adverse impact on HEVI\u2019s operations and cost structure. If existing
\ntariffs remain in place, are further escalated, or if new tariff regimes are introduced targeting Chinese goods or components, our business,
\nfinancial condition, and results of operations could be materially and adversely affected.<\/p>\n
\u00a0<\/p>\n
Volatile steel prices can cause significant
\nfluctuations in our operating results. Our revenues and operating income could decrease if steel prices increase or if our subsidiaries
\nare unable to pass price increases on to their customers.<\/p>\n
\u00a0<\/p>\n
Our subsidiaries\u2019 principal raw materials
\nare processed metal parts and components which are made of carburizing steel. The steel industry as a whole is cyclical and, at times,
\npricing and availability of steel can be volatile due to numerous factors beyond our subsidiaries\u2019 control, including general domestic
\nand international economic conditions, labor costs, sales levels, competition, levels of inventory, consolidation of steel producers,
\nhigher raw material costs for steel producers, import duties and tariffs and currency exchange rates. This volatility can significantly
\naffect the availability and cost of raw materials.<\/p>\n
\u00a0<\/p>\n
Our subsidiaries\u2019 suppliers, like many other
\nprocessed metal parts and components manufacturers, maintain substantial inventories of steel to accommodate the short lead times and
\njust-in-time delivery requirements of customers. Accordingly, our subsidiaries\u2019 suppliers purchase steel in an effort to maintain
\ntheir inventory at levels that they believe to be appropriate to satisfy the anticipated needs of customers based upon historic buying
\npractices, supply agreements with customers and market conditions. When steel prices increase, competitive conditions will influence how
\nmuch of the price increase suppliers would pass on to our subsidiaries and how much our subsidiaries can pass on to their customers. To
\nthe extent our subsidiaries are unable to pass on future price increases in raw materials to their customers, the revenues and profitability
\nof our business could be adversely affected.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
We are subject to various risks and uncertainties
\nthat might affect our subsidiaries\u2019 ability to procure raw materials.<\/p>\n
\u00a0<\/p>\n
Our performance depends upon our subsidiaries\u2019
\nability to procure low cost, high quality raw materials on a timely basis from their suppliers. Our subsidiaries\u2019 suppliers are
\nsubject to certain risks, including the availability of raw materials, labor disputes, inclement weather, natural disasters, and general
\neconomic and political conditions, which might limit the ability of our subsidiaries\u2019 suppliers to provide low-cost, high-quality
\nmerchandise on a timely basis. Furthermore, for these or other reasons, one or more of our subsidiaries\u2019 suppliers might not adhere
\nto our subsidiaries\u2019 quality control standards, and our subsidiaries might not identify the deficiency. Any failure by our subsidiaries\u2019
\nsuppliers to supply quality materials at a reasonable cost on a timely basis could reduce our net sales or profits, damage our reputation
\nand have an adverse effect on our financial condition.<\/p>\n
\u00a0\u00a0<\/p>\n
Our subsidiaries may lose their competitive
\nadvantage, and their operations may suffer, if they fail to prevent the loss or misappropriation of, or disputes over, their intellectual
\nproperty.<\/p>\n
\u00a0<\/p>\n
Our subsidiaries rely on a combination of patents,
\ntrademarks, trade secrets and confidentiality agreements to protect their intellectual property rights. While our subsidiaries are not
\ncurrently aware of any infringement on their intellectual property rights, our subsidiaries\u2019 ability to compete successfully and
\nto achieve future revenue growth will depend, in significant part, on their ability to protect their proprietary technology. Despite many
\nlaws and regulations promulgated, as well as other efforts made, by China over the past several years in an attempt to protect intellectual
\nproperty rights, intellectual property rights are not as certain in China as they would be in many Western countries, including the United
\nStates. Furthermore, enforcement of such laws and regulations in China has not been fully developed. Neither the administrative agencies
\nnor the court systems in China are as equipped as their counterparts in developed countries to deal with violations or handle the nuances
\nand complexities between compliant technological innovation and non-compliant infringement.<\/p>\n
\u00a0<\/p>\n
Our subsidiaries\u2019 transmission technology
\nis protected through a combination of patents, trade secrets, confidentiality agreements and other methods. However, our subsidiaries\u2019
\ncompetitors may independently develop similar proprietary methodologies or duplicate our products, or develop alternatives, which could
\nhave a material adverse effect on our subsidiaries\u2019 business and our results of operations and financial condition. The misappropriation
\nor duplication of our subsidiaries\u2019 intellectual property could disrupt their ongoing business, distract our management and employees,
\nreduce our revenues and increase our expenses. Our subsidiaries may need to litigate to enforce their intellectual property rights. Any
\nsuch litigation could be time consuming and costly and the outcome of any such litigation cannot be guaranteed.<\/p>\n
\u00a0<\/p>\n
Our PRC subsidiaries have limited insurance
\ncoverage for their operations in China and may incur losses resulting from product liability claims, business interruption or natural
\ndisasters.<\/p>\n
\u00a0<\/p>\n
Our PRC subsidiaries have limited insurance coverage
\nfor their operations in China, and our PRC subsidiaries are therefore exposed to risks associated with product liability claims against
\nour PRC subsidiaries or otherwise against their operations in the PRC in the event that the use of our PRC subsidiaries\u2019 products
\nresults in property damage or personal injury. Since our subsidiaries\u2019 transmission products are ultimately incorporated into forklifts,
\nit is possible that users of forklifts or people installing these products could be injured or killed, whether as a result of defects,
\nimproper installation or other causes. We are unable to predict whether product liability claims will be brought against our PRC subsidiaries
\nin the future or to predict the impact of any resulting adverse publicity on our PRC subsidiaries\u2019 business. The successful assertion
\nof product liability claims against our PRC subsidiaries could result in potentially significant monetary damages and require us to make
\nsignificant payments. Our subsidiaries do not carry product liability insurance and may not have adequate resources to satisfy a judgment
\nin the event of a successful claim against us. In addition, our subsidiaries do not currently, and may not in the future, maintain business
\ninterruption insurance coverage. As such, our subsidiaries may suffer losses that result from interruptions in their operations as a result
\nof inability to operate or failures of equipment and infrastructure at our subsidiaries\u2019 facilities. Our subsidiaries also do not
\ncurrently maintain catastrophe insurance. As such, any natural disaster or man-made disaster could result in substantial losses and diversion
\nof our subsidiaries\u2019 resources to address the effects of such an occurrence, which could materially and adversely affect our subsidiaries\u2019
\nbusiness and our financial condition and results of operations.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Failure to make adequate contributions to
\nvarious employee benefit plans as required by PRC regulations may subject us to penalties.<\/p>\n
\u00a0<\/p>\n
Our PRC subsidiaries are required under PRC laws
\nto participate in various government sponsored employee benefit plans, including social security insurance, housing funds and other welfare-oriented
\npayments, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of their
\nemployees up to a maximum amount specified by the local government from time to time at locations where our PRC subsidiaries operate their
\nbusinesses. Our PRC subsidiaries have not made adequate employee benefit payments to the social security insurance and the housing fund.
\nAs a result, they may be required to make up the contributions for these plans within a stipulated period of time. In addition, our PRC
\nsubsidiaries may be required to pay late fees equal to 0.05% of the shortage of the contributions to the social security fund for each
\nday our PRC subsidiaries fail to make up the contributions and may be imposed fines up to three times of such shortage if our PRC subsidiaries
\nfail to make up the difference within the time frame prescribed by relevant government authorities. The maximum amount of such penalties
\nthat we anticipate could be imposed on our PRC subsidiaries with respect such employee benefits payments is approximately US$200,000.
\nIf our PRC subsidiaries are subject to late fees or fines in relation to the underpaid employee benefits, our financial condition and
\nresults of operations may be adversely affected. As of the date of this Report, our PRC subsidiaries have not been ordered to pay outstanding
\ncontributions or related penalties.<\/p>\n
\u00a0<\/p>\n
If labor costs in the PRC increase substantially,
\nour PRC subsidiaries\u2019 business and our costs of operations may be adversely affected.<\/p>\n
\u00a0<\/p>\n
In recent years, the Chinese economy has experienced
\ninflation and labor cost increases. Average wages are projected to continue to increase. Further, under PRC law an employer is required
\nto pay various statutory employee benefits, including pensions, housing funds, medical insurance, work-related\u00a0injury insurance,
\nunemployment insurance and maternity insurance to designated government agencies for the benefit of its employees. The relevant government
\nagencies may examine whether an employer has made adequate payments to the statutory employee benefits, and those employers who fail to
\nmake adequate payments may be subject to late payment fees, fines and\/or other penalties. We expect that our labor costs, including wages
\nand employee benefits, will continue to increase based on the past trends. If we are unable to control our labor costs or pass such increased
\nlabor costs on to our subsidiaries\u2019 customers, our financial condition and results of operations may be adversely affected.<\/p>\n
\u00a0<\/p>\n
We may not be able to effectively protect
\nour intellectual property from unauthorized use by others.<\/p>\n
\u00a0<\/p>\n
Through its subsidiaries, we hold patents, trademarks
\nand other intellectual properties that are critical to our business in the PRC. Any of our intellectual property rights could be challenged,
\ninvalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages.
\nWe cannot assure you that (i) all of the intellectual property rights we owned will be adequately protected, or (ii)\u00a0our intellectual
\nproperty rights will not be challenged by third parties or found by a judicial authority to be invalid or unenforceable. Moreover, there
\ncan be no assurance that we will obtain such trademarks and any other trademarks that are crucial to our business in the future. Thus,
\nthird parties may also take the position that we are infringing their rights, and we may not be successful in defending these claims.
\nAdditionally, we may not be able to enforce and defend its proprietary rights or prevent infringement or misappropriation, without incurring
\nsubstantial expenses to us and a significant diversion of management time and attention from our business strategy.<\/p>\n
\u00a0<\/p>\n
To protect our parents, trademarks and other proprietary
\nrights, we rely on and expect to continue to rely on a combination of physical and electronic security measures and trademark, patent
\nand trade secret protection laws. If the measures we have taken to protect our proprietary rights are inadequate to prevent the use or
\nmisappropriation by third parties or such rights are diminished due to successful challenges, the value of our brand and other intangible
\nassets may be diminished and our ability to attract and retain customers may be adversely affected.<\/p>\n
\u00a0<\/p>\n
Competition for our and our subsidiaries\u2019
\nemployees is intense, and we and our subsidiaries may not be able to attract and retain the highly skilled employees needed to support
\nour subsidiaries\u2019 business.<\/p>\n
\u00a0<\/p>\n
As we continue to experience growth, our future
\nsuccess depends on our and our subsidiaries\u2019 ability to attract, develop, motivate and retain highly qualified and skilled employees,
\nincluding engineers, financial personnel and marketing professionals. Competition for highly skilled engineering, sales, technical and
\nfinancial personnel is extremely intense. We and our subsidiaries may not be able to hire and retain these personnel at compensation levels
\nconsistent with our existing compensation and salary structure. Many of the companies with which we and our subsidiaries compete for experienced
\nemployees have greater resources than we and our subsidiaries have and may be able to offer more attractive terms of employment.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
In addition, we and our subsidiaries invest significant
\ntime and expense in training our employees, which increases their value to competitors who may seek to recruit them. If we and our subsidiaries
\nfail to retain our employees, we could incur significant expenses in hiring and training their replacements, and the quality of our products
\ncould decrease, resulting in a material adverse effect on our subsidiaries\u2019 business.<\/p>\n
\u00a0\u00a0<\/p>\n
Our business depends on the continued efforts
\nof our senior management. If one or more of our key executives were unable or unwilling to continue in their present positions, our business
\nmay be severely disrupted.<\/p>\n
\u00a0<\/p>\n
Our business operations depend on the continuing
\nservices of our senior management. While we have provided different incentives to our management, we cannot assure you that we can continue
\nto retain their services. If one or more of our key executives were unable or unwilling to continue in their present positions, we may
\nnot be able to replace them easily or at all, our future growth may be constrained, business may be severely disrupted and our financial
\ncondition and results of operations may be materially and adversely affected, and we may incur additional expenses to recruit, train and
\nretain qualified personnel. In addition, although we have entered into a non-competition agreement with Mr. Peter Zuguang Wang, the chairman
\nof our board of directors, there is no assurance that Mr. Wang will not join our competitors or form a competing business. If any dispute
\narises between us and Mr. Wang, we may incur substantial costs and expenses in order to enforce the non-competition agreement in China,
\nand we may be unable to enforce it at all.<\/p>\n
\u00a0<\/p>\n
We do not maintain \u201ckey person\u201d
\ninsurance, and as a result, we may incur losses if any of our directors, executive officers, senior manager or other key employees chooses
\nto terminate his or her services with us.<\/p>\n
\u00a0<\/p>\n
We do not maintain \u201ckey person\u201d insurance
\nfor our directors, executive officers, senior management or other key employees. If any of our key employees terminate his or her services
\nor otherwise becomes unable to provide continuous services to us, our business, financial condition and results of operations may be materially
\nand adversely affected and we may incur additional expenses to recruit, train and retain qualified personnel. If any of our executive
\nofficers or key employees joins a competitor or forms a competing company, we may lose customers, operational know-how and key professionals
\nand staff members.<\/p>\n
\u00a0<\/p>\n
Geopolitical conflicts involving Iran, military
\nactions in the Middle East, and the war in Ukraine may adversely affect economic conditions in the U.S., China and globally, and cause
\nsignificant volatility in the trading price of our Class A ordinary shares.<\/p>\n
\u00a0<\/p>\n
U.S. and global markets are experiencing volatility
\nand disruption as a result of the outbreak or escalation of wars including Russia\u2019s launch of a full-scale military invasion of
\nUkraine, conflicts between Israel and Hamas. Although the length and impact of these ongoing conflicts are highly unpredictable, these
\nconflicts have led to market disruptions, including significant volatility in commodity prices, credit, and capital markets. In addition,
\nas a result of the ongoing conflicts around the world, we may experience other risks, difficulties and challenges in the way we conduct
\nour business and operations generally. For example, the conflict could adversely affect supply chains and impact our ability to control
\nraw material costs. A protracted conflict between\u00a0Ukraine\u00a0and Russia or between Israel and Hamas, any escalation of either conflict,
\nand the wider global economy and market conditions could, in turn, have a material adverse impact on our business, financial condition,
\ncash flows and results of operations and could cause the market value of our Class A ordinary shares to decline.<\/p>\n
\u00a0<\/p>\n
The heightened military conflict involving the
\nUnited States, Israel, and Iran, which escalated significantly in February 2026, has led to profound instability in global financial and
\nenergy markets. These events, including the closure of strategic airspaces and critical maritime routes such as the Strait of Hormuz and
\nthe Red Sea, have contributed to a dramatic increase in the price of oil and gas and created widespread market uncertainty. China is particularly
\nexposed to these developments, as it is the largest purchaser of Iranian crude oil, having absorbed nearly 90% of Iran\u2019s total crude
\nexports as of early 2026. Any sustained disruption to Iranian oil exports, whether resulting from military action, the imposition of additional
\nsanctions, or the closure of key maritime transit routes, could materially reduce the supply of crude oil available to China, drive up
\ndomestic energy costs, and exert significant downward pressure on China\u2019s broader economy. The ongoing disruptions caused by these
\nmilitary actions, and the potential for further escalation, could result in protracted and severe damage to the global economy and investment
\nclimate, with disproportionate consequences for China-based businesses such as us.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Furthermore, the continuing war in Ukraine and
\nthe resulting sanctions levied by the United States, the European Union, and other nations against Russia continue to impact global financial
\nmarkets. The extent and duration of these military actions in the Middle East and Eastern Europe, as well as the resulting sanctions and
\nmarket disruptions, are impossible to predict but are expected to remain substantial. The cumulative effect of these geopolitical pressures,
\nincluding elevated global energy prices, supply chain disruptions, and reduced international trade flows, may weigh materially on China\u2019s
\neconomic growth, consumer spending, and business investment, each of which is relevant to our ability to sustain and grow our business
\noperations China.<\/p>\n
\u00a0<\/p>\n
Such geopolitical instability often leads to broad
\nsell-offs in the equity markets and heightened investor sensitivity to risk. To the extent that disruptions to Iranian oil exports or
\nother geopolitical developments adversely affect China\u2019s energy supply, increase domestic production costs, or dampen consumer confidence
\nand economic activity within China, our business, financial condition, and results of operations could be materially and adversely affected.
\nConsequently, these developments may also materially and adversely affect the market price of our Class A ordinary shares, regardless
\nof our actual operating performance. We cannot predict the ultimate progress or outcome of these situations, and any prolonged unrest
\nor intensified military activities could have a material adverse effect on the global economy and, in particular, on economic conditions
\nin China, which in turn could negatively impact our financial condition and the value of our securities.<\/p>\n
\u00a0<\/p>\n
High inflation rates may adversely affect
\nus by increasing costs beyond what we can recover through price increases and limit our ability to enter into future traditional debt
\nfinancing.<\/p>\n
\u00a0<\/p>\n
Inflation can adversely affect us by increasing
\ncosts of critical materials, equipment, labor, and other services. In addition, inflation is often accompanied by higher interest rates.
\nContinued inflationary pressures could impact our profitability. Inflation may also affect our ability to enter into future traditional
\ndebt financing, as high inflation may result in an increase in cost.<\/p>\n
\u00a0<\/p>\n
The outcome of litigation, inquiries, investigations,
\nexaminations, or other legal proceedings in which we are involved, in which we may become involved, or in which our clients or competitors
\nare involved could distract management, increase our expenses, or subject us to significant monetary damages or restrictions on our ability
\nto do business.<\/p>\n
\u00a0<\/p>\n
From time to time, we are subject to litigations
\nor legal proceedings in connection with our business operations. The scope and outcome of these proceedings is often difficult to assess
\nor quantify. Plaintiffs in lawsuits may seek recovery of large amounts, and the cost to defend such litigation may be significant.<\/p>\n
\u00a0<\/p>\n
Any negative outcomes from above material litigation
\nor any other regulatory actions or litigation or claims, including monetary penalties or damages or injunctive provisions regulating or
\nrestricting how we conduct our business could have a material adverse effect on our business, financial condition, results of operations
\nand reputation. Regardless of whether any current or future claims in which we are involved have merit, or whether we are ultimately held
\nliable or subject to payment of penalties, such investigations and claims have been and may continue to be expensive to defend, may divert
\nmanagement\u2019s time away from our operations and may result in changes to our business practices that adversely affect our results
\nof operations.<\/p>\n
\u00a0<\/p>\n
Risks Related to Doing Business in China<\/p>\n
\u00a0<\/p>\n
Changes in China\u2019s economic, political
\nor social conditions or government policies could have a material adverse effect on our business and operations.<\/p>\n
\u00a0<\/p>\n
A substantial majority of our assets and operations
\nare located in China. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant
\ndegree by political, economic and social conditions in China generally. The PRC economy differs from the economies of most developed countries
\nin many respects, including with regard to the level of government involvement, level of development, growth rate, control of foreign
\nexchange and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization of market forces
\nfor economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in
\nbusiness enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the PRC government
\ncontinues to play a significant role in regulating industry development by imposing industrial policies.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
The PRC government also exercises significant
\ncontrol over China\u2019s economic growth through allocating resources, controlling payment of foreign currency-denominated\u00a0obligations,
\nsetting monetary policy, and providing preferential treatment to particular industries or companies.<\/p>\n
\u00a0<\/p>\n
While the PRC economy has experienced significant
\ngrowth over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth
\nhas been slowing since 2012. Any adverse changes in economic conditions in China, in the policies of the PRC government or in the laws
\nand regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely
\naffect our business and operating results, lead to reduction in demand for our subsidiaries\u2019 products and adversely affect our subsidiaries\u2019
\ncompetitive position. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources.
\nSome of these measures may benefit the overall PRC economy, but may have a negative effect on us and our subsidiaries. For example, our
\nfinancial condition and results of operations may be adversely affected by government control over capital investments or changes in tax
\nregulations. In addition, in the past the PRC government has implemented certain measures, including interest rate adjustment, to control
\nthe pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and
\noperating results.<\/p>\n
\u00a0<\/p>\n
Uncertainties with respect to the PRC legal
\nsystem could adversely affect us and our PRC subsidiaries.<\/p>\n
\u00a0<\/p>\n
The PRC legal system is a civil law system based
\non written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have
\nlimited precedential value. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve,
\nthe interpretations of many laws, regulations and rules are not always uniform and the enforcement of these laws, regulations and rules
\ninvolves uncertainties.<\/p>\n
\u00a0<\/p>\n
In addition, we and our PRC subsidiaries are subject
\nto risks and uncertainties of the interpretations and applications of PRC laws and regulations, including, but not limited to, limitations
\non foreign ownership in the industry our PRC subsidiaries operate. We and our PRC subsidiaries are also subject to the risks and uncertainties
\nabout any future actions of the PRC government. If any future actions of the PRC government result in a material change in our operations,
\nand the value of our Class A ordinary shares may depreciate significantly or become worthless.<\/p>\n
\u00a0<\/p>\n
The PRC government exerts substantial influence
\nover the manner in which our PRC subsidiaries must conduct their business activities. If the Chinese government significantly regulates
\nthe business operations of our PRC subsidiaries in the future and our PRC subsidiaries are not able to substantially comply with such
\nregulations, the business operations of our PRC subsidiaries may be materially and adversely affected and the value of our Class A ordinary
\nshares may significantly decrease.<\/p>\n
\u00a0<\/p>\n
The PRC government has exercised, and continues
\nto exercise, substantial control over virtually every sector of the Chinese economy through regulation and state ownership, including
\nsteel sector where our PRC subsidiaries have been doing their business. Any government decisions or actions to change the way steel production
\nis regulated, or any decisions the government might make to cut spending, could adversely impact our PRC subsidiaries\u2019 business
\nand our results of operations. In addition, the ability of our PRC subsidiaries to operate in China may be harmed by changes in PRC laws
\nand regulations, including those relating to taxation, environmental conditions, land use rights, property and other matters. The central
\nor local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would
\nrequire additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly,
\ngovernment actions in the future, including regional or local variations in the implementation of economic policies, could have a significant
\neffect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then
\nhold in Chinese properties.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
We believe that our PRC subsidiaries\u2019 operations
\nin China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of
\nthe jurisdictions in which our PRC subsidiaries operate may impose new, stricter regulations or interpretations of existing regulations
\nwith little advance notice that would require additional expenditures and efforts on their part to ensure our subsidiaries\u2019 compliance
\nwith such regulations or interpretations.<\/p>\n
\u00a0<\/p>\n
Our PRC subsidiaries may incur increased costs
\nnecessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. In the event that our
\nPRC subsidiaries are not able to substantially comply with any existing or newly adopted laws and regulations, our business operations
\nmay be materially adversely affected and the value of our Class A ordinary shares may significantly decrease.<\/p>\n
\u00a0<\/p>\n
Furthermore, the PRC government authorities may
\nstrengthen oversight and control over offerings that are conducted overseas and\/or foreign investment in China-based issuers like us.
\nSuch actions taken by the PRC government authorities may intervene or influence the operations of our PRC subsidiaries at any time, which
\nmay be beyond our control. Therefore, any such action may adversely affect the operations of our PRC subsidiaries and substantially limit
\nor hinder our ability to offer or continue to offer securities to you and significantly reduce the value of such securities or cause the
\nvalue of such securities to be completely worthless.<\/p>\n
\u00a0<\/p>\n
We are required under PRC laws to submit
\nfilings to CSRC for our future offerings. However, we believe that we and our PRC subsidiaries are not currently required to obtain the
\napproval and\/or comply with other requirements of the CSRC, the CAC, or other PRC governmental authorities under PRC rules, regulations
\nor policies in connection with our continued listing on Nasdaq. In the event that any such approval is required or that there are other
\nrequirements we and\/or our PRC subsidiaries are obligated to comply with, we cannot predict whether or how soon we and\/or our PRC subsidiaries
\nwill be able to obtain such approvals and\/or comply with such requirements.<\/p>\n
\u00a0<\/p>\n
The PRC government authorities may strengthen
\nfuture oversight over offerings that are conducted overseas. For instance, on July 6, 2021, the relevant PRC governmental authorities
\npromulgated the Opinions on Strictly Cracking Down on Illegal Securities Activities, which emphasized the need to strengthen the PRC government\u2019s
\nsupervision over overseas listings by PRC companies. Pursuant to the Opinions, effective measures, such as promoting the construction
\nof relevant regulatory systems, are to be taken to deal with the risks of China-based overseas-listed companies, cybersecurity and data
\nprivacy protection requirements and similar matters. The Cybersecurity Review Measures (Decree No. 8 of the Cybersecurity Administration
\nof the PRC), or the revised Cybersecurity Review Measures, enacted on December 28, 2021 and came into effect on February 15, 2022, also
\nrequire online platform operators holding over one million users\u2019 personal information to apply for a cybersecurity review before
\nany public offering on a foreign stock exchange. These statements and regulations are recently issued, and there remain substantial uncertainties
\nabout their interpretation and implementation. See also \u201c\u2014Our PRC subsidiaries may be liable for improper use or appropriation
\nof personal information provided by their customers and any failure to comply with PRC laws and regulations over data security could result
\nin materially adverse impact on our business, results of operations, and our continued listing on Nasdaq.\u201d<\/p>\n
\u00a0<\/p>\n
On February 17, 2023, the CSRC published the Regulations
\nof Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the \u201cTrial Measures\u201d)
\nand its accompanying guidelines and instructions, which came into effect on March 31, 2023, and will apply if a domestic enterprise issues
\nshares, depositary receipts, corporate bonds convertible into shares, or other securities of an equity nature outside of the PRC, or lists
\nits securities for trading outside of the PRC. According to such regulations, a domestic enterprise that issues and lists its securities
\noutside of the PRC shall comply with the filing procedures and report the relevant information to the CSRC. A domestic enterprise shall
\nnot be listed on an overseas stock exchange if any of the following circumstances exists: (i) where such securities offering and listing
\nis explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (ii) where the intended securities
\noffering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance
\nwith law; (iii) where the domestic company intending to make the securities offering and listing, or its controlling shareholders and
\nthe actual controller, have committed crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the
\norder of the socialist market economy during the latest three years; (iv) where the domestic company intending to make the securities
\noffering and listing is suspected of committing crimes or major violations of laws and regulations, and is under investigation according
\nto law, and no conclusion has yet been made thereof; (v) where there are material ownership disputes over equity held by the domestic
\ncompany\u2019s controlling shareholder or by other shareholders that are controlled by the controlling shareholder and\/or actual controller.
\nThe Trial Measures changes the management of licensing to record management, strengthen the supervision in the aftermath, create a more
\ntransparent and predictable institutional environment, and support the standardized development of enterprises using the overseas capital
\nmarket.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
According to the Notice on Filing Management Arrangements
\nfor Overseas Listings of Domestic Enterprises issued and implemented by the CSRC on February 17, 2023, since the date of effectiveness
\nof the Trial Measures, the domestic enterprises falling within the scope of filing that have been listed overseas or met the following
\ncircumstances are existing enterprises: Before the effectiveness of the Trial Measures, the application for indirect overseas issuance
\nand listing has been agreed by the overseas regulators or overseas stock exchanges (such as having passed the hearing on the Hong Kong
\nmarket or registration become effective as agreed on the U.S. market, etc.), and it is not required to perform issuance and listing supervision
\nprocedures of the overseas regulators or overseas stock exchanges (such as rehearing on the Hong Kong market, etc.), and the overseas
\nissuance and listing shall have been completed by September\u00a030, 2023. According to the above regulations, the Company is an existing
\nenterprise, which do not be required to file immediately, and filing should be made as required if they involve refinancing and other
\nfiling matters.<\/p>\n
\u00a0<\/p>\n
As of the date of this Report, we believe we and
\nour PRC subsidiaries are not required to obtain any permission from PRC authorities (including the CSRC and the CAC) to operate our PRC
\nsubsidiaries\u2019 business as presently conducted or continue being listed on Nasdaq. Therefore, as of the date of this Report, we and
\nour PRC subsidiaries have not applied for any permission or approval from any PRC governmental authority in connection with our offshore
\nlisting and, as such, no such permission or approval has been granted or denied. However, if it fails to comply with the Trial Measures
\nduring future issuance of securities or listing on other stock exchanges outside of China, we may be subjected sanctions imposed by the
\nPRC regulatory authorities, and our reputation, financial condition, and results of operations may be materially and adversely affected.<\/p>\n
\u00a0<\/p>\n
To the extent cash
\nin the business is in the mainland China\/Hong Kong or a mainland China\/Hong Kong entity, the funds may not be available to fund operations
\nor for other use outside of the mainland China\/Hong Kong due to interventions in or the imposition of restrictions and limitations on
\nthe ability of our Company or our subsidiaries by the PRC government to transfer cash.<\/p>\n
\u00a0<\/p>\n
Relevant mainland PRC
\nlaws and regulations permit companies in mainland China to pay dividends only out of their respective retained earnings, if any, as determined
\nin accordance with mainland China accounting standards and regulations. Additionally, each of the companies in mainland China are required
\nto set aside at least 10% of its after-tax\u00a0profits each year, if any, to fund a statutory reserve until such reserve reaches 50%
\nof its registered capital. These reserves are not distributable as cash dividends. Furthermore, in order for us to pay dividends to our
\nshareholders, we may rely on payments made from our mainland PRC subsidiaries to their respective shareholders and then to our Company.
\nIf these entities incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends
\nor make other payments to us.<\/p>\n
\u00a0<\/p>\n
Our cash dividends, if
\nany, will be paid in U.S.\u00a0dollars. If we are considered a tax resident enterprise of mainland China for tax purposes, any dividends
\nwe pay to our overseas shareholders may be regarded as mainland China-sourced\u00a0income and as a result may be subject to mainland PRC
\nwithholding tax. See \u201c\u2014\u00a0Risks Related to Doing Business in China \u2014\u00a0Under the PRC Enterprise Income Tax Law,
\nwe may be classified as a \u2018Resident Enterprise\u2019 of China. Such classification will likely result in unfavorable tax consequences
\nto us and our non-PRC shareholders.\u201d The PRC government also imposes controls on the convertibility of Renminbi into foreign currencies
\nand, in certain cases, the remittance of currency out of mainland China. Shortages in foreign currencies may restrict our ability to pay
\ndividends or other payments, or otherwise satisfy our foreign currency denominated obligations, if any. Under existing PRC foreign exchange
\nregulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related\u00a0transactions,
\ncan be made in foreign currencies without prior approval from the State Administration of Foreign Exchange as long as certain procedural
\nrequirements are met. Approval from appropriate government authorities is required if Renminbi is converted into foreign currency and
\nremitted out of mainland China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government
\nmay, at its discretion, impose restrictions on access to foreign currencies for current account transactions and if this occurs in the
\nfuture, we may not be able to pay dividends in foreign currencies to our shareholders.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
As of the date of this
\nReport, there are no restrictions or limitations imposed by the Hong\u00a0Kong government on the transfer of capital within, into, and
\nout of Hong\u00a0Kong (including funds from Hong\u00a0Kong to mainland China), except for the transfer of funds involving money laundering
\nand criminal activities. However, there is no guarantee that the Hong\u00a0Kong government will not promulgate new laws or regulations
\nthat may impose such restrictions in the future. If there is a significant change to current political arrangements between mainland China
\nand Hong\u00a0Kong, or the applicable laws, regulations, or interpretations change, our Hong\u00a0Kong subsidiary may become subject to
\nPRC laws or authorities. As a result, our Hong\u00a0Kong subsidiary could be subject to similar government controls on the convertibility
\nof foreign currency and the remittance of currency out of Hong Kong as described above.<\/p>\n
\u00a0<\/p>\n
As a result of the above, to the extent cash in
\nthe business is in the mainland China\/Hong Kong or a mainland China\/Hong Kong entity, such funds or assets may not be available to fund
\noperations or for other use outside of the mainland China\/Hong Kong, due to interventions in or the imposition of restrictions and limitations
\non the ability of us or our subsidiaries by the competent government to the transfer of cash.<\/p>\n
\u00a0<\/p>\n
Our PRC subsidiaries may be liable for improper
\nuse or appropriation of personal information provided by their customers and any failure to comply with PRC laws and regulations over
\ndata security could result in materially adverse impact on our business, results of operations, and our continued listing on Nasdaq.<\/p>\n
\u00a0<\/p>\n
Our PRC subsidiaries\u2019 business involves
\ncollecting and retaining certain internal and customer data. Our PRC subsidiaries also maintain information about various aspects of their
\noperations. The integrity and protection of customer and company data is critical to our business. Our subsidiaries\u2019 customers expect
\nthat our subsidiaries will adequately protect their personal information. Our PRC subsidiaries are required by applicable laws to keep
\nstrictly confidential the personal information that they collect, and to take adequate security measures to safeguard such information.<\/p>\n
\u00a0<\/p>\n
The PRC Criminal Law, as amended by its Amendment
\n7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibits institutions, companies and their employees
\nfrom selling or otherwise illegally disclosing a citizen\u2019s personal information obtained in performing duties or providing services
\nor obtaining such information through theft or other illegal ways. On November 7, 2016, the Standing Committee of the PRC National People\u2019s
\nCongress issued the Cyber Security Law of the PRC, or Cyber Security Law, which became effective on June 1, 2017. Pursuant to the Cyber
\nSecurity Law, network operators must not, without users\u2019 consent, collect their personal information, and may only collect users\u2019
\npersonal information necessary to provide their services. Providers are also obliged to provide security maintenance for their products
\nand services and shall comply with provisions regarding the protection of personal information as stipulated under the relevant laws and
\nregulations.<\/p>\n
\u00a0\u00a0<\/p>\n
The Civil Code of the PRC (issued by the PRC National
\nPeople\u2019s Congress on May 28, 2020 and effective from January 1, 2021) provides the legal basis for privacy and personal information
\ninfringement claims under the Chinese civil laws. PRC regulators, including the CAC, the Ministry of Industry and Information Technology,
\nand the Ministry of Public Security, have been increasingly focused on regulation in data security and data protection.<\/p>\n
\u00a0<\/p>\n
The PRC regulatory requirements regarding cybersecurity
\nare evolving. For instance, various regulatory bodies in China, including the CAC, the Ministry of Public Security and the State Administration
\nfor Market Regulation, have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations.
\nIn April 2020, the Chinese government promulgated Cybersecurity Review Measures, which came into effect on June 1, 2020. According to
\nthe Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network
\nproducts and services which do or may affect national security.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
In December 2021, the CAC and other related authorities
\npromulgated the revised Cybersecurity Review Measures, which came into effect on February 15, 2022. The revised Cybersecurity Review Measures
\npropose the following key changes:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n online platform operators who are engaged in data processing are also subject to the regulatory scope;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the CSRC is included as one of the regulatory authorities for purposes of jointly establishing the state cybersecurity review working mechanism;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the online platform operators holding more than one million users\u2019 individual information and seeking a listing outside China shall file for cybersecurity review with the Cybersecurity Review Office; and<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n the risks of core data, material data or large amounts of personal information being stolen, leaked, destroyed, damaged, illegally used or transmitted to overseas parties and the risks of critical information infrastructure, core data, material data or large amounts of personal information being influenced, controlled or used maliciously shall be collectively taken into consideration during the cybersecurity review process.<\/p>\n
\u00a0<\/p>\n
Certain internet platforms in China have reportedly
\nbecome subject to heightened regulatory scrutiny in relation to cybersecurity matters. As of the date of this Report, we have not been
\nincluded within the definition of \u201coperator of critical information infrastructure\u201d by a competent authority, nor have we
\nbeen informed by any PRC governmental authority of any requirement that we file for a cybersecurity review. However, if we are deemed
\nto be a critical information infrastructure operator or an online platform operator that is engaged in data processing and holds personal
\ninformation of more than one million users, we could be subject to PRC cybersecurity review in the future.<\/p>\n
\u00a0<\/p>\n
As there remains significant uncertainty in the
\ninterpretation and enforcement of relevant PRC cybersecurity laws and regulations, we could be subject to cybersecurity review. In addition,
\nwe could become subject to enhanced cybersecurity review or investigations launched by PRC regulators in the future. Any failure or delay
\nin the completion of the cybersecurity review procedures or any other non-compliance with the related laws and regulations may result
\nin fines or other penalties, including suspension of business, website closure and revocation of prerequisite licenses, as well as reputational
\ndamage or legal proceedings or actions against us and\/or our PRC subsidiaries, which may have material adverse effect on our business,
\nfinancial condition or results of operations. As of the date of this Report, we and our PRC subsidiaries have not been involved in any
\ninvestigations on cybersecurity review initiated by the CAC or related governmental regulatory authorities, and we and our PRC subsidiaries
\nhave not received any inquiry, notice, warning, or sanction in such respect.<\/p>\n
\u00a0<\/p>\n
On June 10, 2021, the Standing Committee of the
\nNational People\u2019s Congress of China promulgated the PRC Data Security Law, which took effect in September 2021. The PRC Data Security
\nLaw imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces a data classification
\nand hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it will
\ncause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered
\nwith, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure
\nfor data activities that may affect national security and imposes export restrictions on certain data an information.<\/p>\n
\u00a0<\/p>\n
As of the date of this Report, we do not expect
\nthat the current PRC laws on cybersecurity or data security would have a material adverse impact on our business operations. However,
\nas the scope of the PRC Data Security Law is broad and includes the collection, storage, use, processing, transmission, availability and
\ndisclosure of data, among others, and uncertainties remain regarding the interpretation and implementation of these laws and regulations,
\nwe cannot assure you that we and our PRC subsidiaries will comply with such regulations in all respects and we and\/or our PRC subsidiaries
\nmay be ordered to rectify or terminate any actions that are deemed illegal by regulatory authorities. Any directly liable person within
\nour Company for violations or alleged violations of the PRC Data Security Law may become subject to fines. We and\/or our PRC subsidiaries
\nmay also become subject to fines and\/or other sanctions that may have material adverse effect on our business, operations and financial
\ncondition.<\/p>\n
\u00a0<\/p>\n
On September 24, 2024, the CAC released the Administrative
\nRegulations on the Network Data Security, or the Data Security Regulations, which became effective on January 1, 2025. The Data Security
\nRegulations may apply to the use of networks to carry out data processing activities and the supervision and administration of network
\ndata security within the territory of the PRC and apply to activities outside the territory of the PRC to process personal information
\nof any natural persons within the territory of the PRC under any of the following circumstances: (i) for the purpose of providing products
\nor services to domestic natural persons; (ii) analyze and evaluate the behavior of domestic natural persons; and (iii) other circumstances
\nstipulated by laws and administrative regulations. The Data Security Regulations further stipulate that where it is indeed necessary to
\ntransfer \u201cimportant data\u201d collected and generated by a network data processor during its operation within the territory of
\nthe PRC to overseas parties, it shall pass the security assessment for cross-border data transfer organized by the CAC. Network data processors
\nshould identify and declare \u201cimportant data\u201d in accordance with the relevant provisions, but they are not required to conduct
\nsecurity assessment for outbound data transfer for data that has not been notified or published as \u201cimportant data\u201d by relevant
\ndepartments or regions. In addition, the Data Security Regulations provides that data processors that process \u201cimportant data\u201d
\nmust conduct an annual data security assessment with regard to the data process activities, and submit the assessment report to relevant
\ncompetent authorities at or above the provincial level. Since the Data Security Regulations is newly promulgated, there remains uncertainty
\nas to how it will be implemented and interpreted by the competent authorities and whether the PRC regulatory agencies, including the CAC,
\nwill adopt new laws, regulations, rules, or detailed implementation and interpretation related to security assessment. We cannot predict
\nthe impact of the Data Security Regulations on us, if any, at this stage, and we will closely monitor and assess any development in the
\nimplementation and interpretation of the Data Security Regulations. Even though we do not believe our business activities fall under the
\nscope of Data Security Regulations, in the event that a competent PRC governmental authority concludes otherwise, we face uncertainties
\nas to whether such clearance can be timely obtained, or at all.<\/p>\n
\u00a0<\/p>\n
A severe or prolonged downturn in the PRC
\nor global economy could materially and adversely affect our business and our financial condition.<\/p>\n
\u00a0<\/p>\n
The global macroeconomic environment is facing
\nchallenges. There is considerable uncertainty over the long-term\u00a0effects of the expansionary monetary and fiscal policies adopted
\nby the central banks and financial authorities of some of the world\u2019s leading economies, including the United States and China.
\nGeopolitical conflicts involving Iran, current military actions in the Middle East, as well as the conflicts involving Ukraine, Syria,
\nRussia and North Korea may result in volatility and disruptions to the economy in the U.S., China, and globally. See also \u201cRisks
\nRelated to our Business and Industry \u2014 Geopolitical conflicts involving Iran, military actions in the Middle East, and the war in
\nUkraine may adversely affect economic conditions in the U.S., China and globally, and cause significant volatility in the trading price
\nof our Class A ordinary shares.\u201d There have also been concerns on the relationship among China and other Asian countries, which
\nmay result in, or intensify potential conflicts in relation to, territorial disputes, and the trade disputes between China and other countries.
\nIt is unclear whether these challenges and uncertainties will be contained or resolved, and what effects they may have on the global political
\nand economic conditions in the long term.<\/p>\n
\u00a0<\/p>\n
Economic conditions in China are sensitive to
\nglobal economic conditions, changes in domestic economic and political policies and the expected or perceived overall economic growth
\nrate in China. While the economy in China has grown significantly over the past decades, growth has been uneven, both geographically and
\namong various sectors of the economy, and the rate of growth has been slowing in recent years. Although growth of China\u2019s economy
\nremained relatively stable, there is a possibility that China\u2019s economic growth may materially decline in the near future. Any severe
\nor prolonged slowdown in the global or PRC economy may materially and adversely affect our business, results of operations and financial
\ncondition.<\/p>\n
\u00a0\u00a0<\/p>\n
You may have difficulty enforcing judgments
\nagainst us. <\/p>\n
\u00a0<\/p>\n
A significant portion of our assets are located,
\nand a substantial amount of our subsidiaries\u2019 operations are conducted, in the PRC. In addition, some of our directors and officers
\nare nationals or residents of the PRC, including our acting chief financial officer, Ms. Chenyang Wang, and independent directors, Mr.
\nMing Zhao and Mr. Zheng He, and a substantial majority of their assets are located outside the United States. As a result, it may be difficult
\nto effect service of process within the United States upon these persons. In addition, there is uncertainty as to whether the courts of
\nthe PRC would recognize or enforce judgments of U.S. courts because China does not have any treaties or other arrangements that provide
\nfor the reciprocal recognition and enforcement of foreign judgments with the United States. In addition, according to the PRC Civil Procedures
\nLaw, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates
\nbasic principles of PRC law or national sovereignty, security, or the public interest.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Under the PRC Enterprise Income Tax Law,
\nwe may be classified as a \u201cResident Enterprise\u201d of China. Any classification as such will likely result in unfavorable tax
\nconsequences to us and our non-PRC shareholders.<\/p>\n
\u00a0<\/p>\n
Under the PRC EIT Law, an enterprise established
\noutside of China with \u201cde facto management bodies\u201d within China is considered a \u201cresident enterprise,\u201d meaning
\nthat it can be subject to an enterprise income tax, or EIT, rate of 25.0% on its global income. In April 2009, the SAT promulgated a circular,
\nknown as Circular 82, and partially amended by Circular 9 promulgated in January 2014, to clarify the certain criteria for the determination
\nof the \u201cde facto management bodies\u201d for foreign enterprises controlled by PRC enterprises or PRC enterprise groups. Under
\nCircular 82, a foreign enterprise is considered a PRC resident enterprise if all of the following apply: (1) the senior management and
\ncore management departments in charge of daily operations are located mainly within China; (2) decisions relating to the enterprise\u2019s
\nfinancial and human resource matters are made or subject to approval by organizations or personnel in China; (3) the enterprise\u2019s
\nprimary assets, accounting books and records, company seals, and board and shareholders\u2019 meeting minutes are located or maintained
\nin China; and (4) 50.0% or more of voting board members or senior executives of the enterprise habitually reside in China. Further to
\nCircular 82, the SAT issued a bulletin, known as Bulletin 45, effective in September 2011 and amended on June 1, 2015 and October 1, 2016,
\nto provide more guidance on the implementation of Circular 82 and clarify the reporting and filing obligations of such \u201cChinese
\ncontrolled offshore incorporated resident enterprises.\u201d Bulletin 45 provides for, among other matters, procedures for the determination
\nof resident status and administration of post-determination matters. Although Circular 82 and Bulletin 45 explicitly provide that the
\nabove standards apply to enterprises that are registered outside China and controlled by PRC enterprises or PRC enterprise groups, Circular
\n82 may reflect the SAT\u2019s criteria for determining the tax residence of foreign enterprises in general.<\/p>\n
\u00a0<\/p>\n
If the PRC tax authorities determine that we are
\na \u201cresident enterprise\u201d for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow.
\nFirst, we may be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income
\ntax reporting obligations. In our case, this would mean that income such as non-China source income would be subject to PRC enterprise
\nincome tax at a rate of 25%. Second, under the PRC EIT Law, dividends paid to us from our PRC subsidiaries would be deemed as \u201cqualified
\ninvestment income between resident enterprises\u201d and therefore qualify as \u201ctax-exempt income\u201d pursuant to the clause
\n26 of the PRC EIT Law. Finally, it is possible that future guidance issued with respect to the new \u201cresident enterprise\u201d classification
\ncould result in a situation in which the dividends we pay with respect to our Class A ordinary shares, or the gain our non-PRC shareholders
\nmay realize from the transfer of our Class A ordinary shares, may be treated as PRC-sourced income and may therefore be subject to a 10%
\nPRC withholding tax. The PRC EIT Law is, however, relatively new and ambiguities exist with respect to the interpretation and identification
\nof PRC-sourced income, and the application and assessment of withholding taxes. If we are required under the PRC EIT Law to withhold PRC
\nincome tax on dividends payable to our non-PRC shareholders, should there be a determination in the future to pay dividends, or if non-PRC
\nshareholders are required to pay PRC income tax on gains on the transfer of their Class A ordinary shares, our business could be negatively
\nimpacted and the value of your investment may be materially reduced. Further, if we were treated as a \u201cresident enterprise\u201d
\nby PRC tax authorities, we would be subject to taxation in both China and such countries in which we have taxable income, and our PRC
\ntax may not be creditable against such other taxes.<\/p>\n
\u00a0<\/p>\n
PRC regulation of loans to, and direct investments
\nin, PRC entities by offshore holding companies may delay or prevent us from using proceeds from our future financing activities to make
\nloans or additional capital contributions to our PRC subsidiaries.<\/p>\n
\u00a0<\/p>\n
As an offshore holding company with PRC subsidiaries,
\nwe may transfer funds to our PRC subsidiaries or finance our PRC entities by means of loans or capital contributions. Any capital contributions
\nor loans that we, as an offshore entity, make to our PRC subsidiaries, are subject to PRC regulations. Any loans to our PRC subsidiaries,
\nwhich are foreign-invested enterprises, cannot exceed statutory limits based on the difference between the amount of our investments and
\nregistered capital in such subsidiaries, and shall be registered with State Administration of Foreign Exchange, or SAFE, or its local
\ncounterparts. Furthermore, any capital increase contributions we make to our PRC subsidiaries, which are foreign-invested enterprises,
\nare subject to the requirement of making necessary reports in Foreign Investment Comprehensive Management Information System, and registration
\nwith other government authorities in China. We may not be able to obtain these government registrations or approvals on a timely basis,
\nif at all. If we fail to obtain such approvals or make such registration, our ability to make equity contributions or provide loans to
\nour PRC subsidiaries or to fund their operations may be negatively affected, which may adversely affect their liquidity and ability to
\nfund their working capital and expansion projects and meet their obligations and commitments. As a result, our liquidity and our ability
\nto fund and expand our business may be negatively affected.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
We may rely on dividends paid by our subsidiaries
\nfor our cash needs, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect
\non our ability to conduct business.<\/p>\n
\u00a0<\/p>\n
As a holding company, we conduct a substantial
\namount of our business through our subsidiaries in China. We may rely on dividends paid by these PRC subsidiaries for our cash needs,
\nincluding the funds necessary to pay any dividends and other cash distributions to our shareholders, to service any debt we may incur
\nand to pay our operating expenses. The payment of dividends by entities established in China is subject to limitations. Regulations in
\nChina currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and
\nregulations in China. In accordance with the Article 210, 214 of the Company Law of the PRC (Revised in 2023), each of our PRC subsidiaries
\nis required to allocate 10% of their profits to their statutory common reserve when they distribute their after-tax profits for the current
\nyear. A company shall no longer be required to make allocations to their statutory common reserve once the aggregate amount of such reserve
\nexceeds 50% of their registered capital. The statutory common reserve fund of a company may only be used to cover the losses of the company,
\nexpand the business and production of the company or be converted into additional capital. As a result, our PRC subsidiaries are restricted
\nin their ability to transfer a portion of their net assets to us in the form of dividends. In addition, if any of our PRC subsidiaries
\nincurs debt on its own behalf in the future, the instruments governing the debt may restrict such subsidiary\u2019s ability to pay dividends
\nor make other distributions to us. Any limitations on the ability of our PRC subsidiaries to transfer funds to us could materially and
\nadversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends and otherwise
\nfund and conduct our business.<\/p>\n
\u00a0\u00a0<\/p>\n
You may be subject to PRC income tax on
\ndividends from us or on any gain realized on the transfer of our Class A ordinary shares.<\/p>\n
\u00a0<\/p>\n
Under the PRC EIT Law, subject to any applicable
\ntax treaty or similar arrangement between the PRC and your jurisdiction of residence that provides for a different income tax arrangement,
\nPRC withholding tax at the rate of 10.0% is normally applicable to dividends from PRC sources payable to investors that are non-PRC resident
\nenterprises, which do not have an establishment or place of business in China, or which have such establishment or place of business if
\nthe relevant income is not effectively connected with the establishment or place of business. Any gain realized on the transfer of shares
\nby such investors is subject to 10.0% PRC income tax if such gain is regarded as income derived from sources within China unless a treaty
\nor similar arrangement otherwise provides. Under the Individual Income Tax Law of the PRC and its implementation rules, dividends from
\nsources within China paid to foreign individual investors who are not PRC residents are generally subject to a PRC withholding tax at
\na rate of 20% and gains from PRC sources realized by such investors on the transfer of shares are generally subject to 20% PRC income
\ntax, in each case, subject to any reduction or exemption set forth in applicable tax treaties and PRC laws.<\/p>\n
\u00a0<\/p>\n
There is a risk that we will be treated by the
\nPRC tax authorities as a PRC tax resident enterprise. In that case, any dividends we pay to our shareholders may be regarded as income
\nderived from sources within China and we may be required to withhold a 10.0% PRC withholding tax for the dividends we pay to our investors
\nwho are non-PRC corporate shareholders, or a 20.0% withholding tax for the dividends we pay to our investors who are non-PRC individual
\nshareholders, including the holders of our Shares. In addition, our non-PRC shareholders may be subject to PRC tax on gains realized on
\nthe sale or other disposition of our Class A ordinary shares, if such income is treated as sourced from within China. It is unclear whether
\nour non-PRC shareholders would be able to claim the benefits of any tax treaties between their tax residence and China in the event that
\nwe are considered as a PRC resident enterprise. If PRC income tax is imposed on gains realized through the transfer of our Class A ordinary
\nshares or on dividends paid to our non-resident investors, should there be a determination in the future to pay dividends, the value of
\nyour investment in our Class A ordinary shares may be materially and adversely affected. Furthermore, our shareholders whose jurisdictions
\nof residence have tax treaties or arrangements with China may not qualify for benefits under such tax treaties or arrangements.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Fluctuations in exchange rates could have
\na material adverse impact on our results of operations and the value of your investment.<\/p>\n
\u00a0<\/p>\n
The conversion of Renminbi into foreign currencies,
\nincluding U.S. dollars, is based on rates set by the People\u2019s Bank of China. The Renminbi has fluctuated against the U.S. dollar,
\nat times significantly and unpredictably. The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is
\naffected by, among other things, changes in political and economic conditions in China and by China\u2019s foreign exchange policies,
\namong other things. We cannot assure you that Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar
\nin the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the
\nRenminbi and the U.S. dollar in the future.<\/p>\n
\u00a0<\/p>\n
Significant fluctuation of the Renminbi may have
\na material adverse effect on your investment. For example, to the extent that we need to convert U.S. dollars into Renminbi for our operations,
\nappreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion.
\nConversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our Class A ordinary
\nshares or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar
\namount available to us.<\/p>\n
\u00a0<\/p>\n
Very limited hedging options are available in
\nChina to reduce our exposure to exchange rate fluctuations. As of the date of this Report, we have not entered into any material hedging
\ntransactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions
\nin the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure
\nor at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to
\nconvert Renminbi into foreign currency.<\/p>\n
\u00a0\u00a0<\/p>\n
Governmental control of currency conversion
\nmay limit our ability to utilize our revenues effectively and affect the value of your investment.<\/p>\n
\u00a0<\/p>\n
The PRC government imposes controls on the convertibility
\nof the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive a significant portion
\nof our revenues in Renminbi. Under our current corporate structure, our British Virgin Islands holding company may rely on dividend payments
\nfrom our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments
\nof current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions,
\ncan be made in foreign currencies without prior approval of SAFE, by complying with certain procedural requirements. Specifically, under
\nthe existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of our PRC subsidiaries in China
\nmay be used to pay dividends to our Company. However, approval from or registration with appropriate government authorities is required
\nwhere Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans
\ndenominated in foreign currencies. As a result, we need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiaries
\nto pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure
\npayments outside China in a currency other than Renminbi. If such approval is withheld or the PRC government imposes other restrictions
\non the convertibility of Renminbi into foreign currencies, we may not be able to utilize our revenues effectively, and as a result, our
\nbusiness and results of operations may be materially adversely affected, and the value of our Class A ordinary shares may decrease.<\/p>\n
\u00a0<\/p>\n
U.S. regulatory bodies may be limited in
\ntheir ability to conduct investigations or inspections of our operations in China.<\/p>\n
\u00a0<\/p>\n
The SEC, the U.S. Department of Justice and other
\nU.S. authorities may also have difficulties in bringing and enforcing actions against us or our directors or executive officers in the
\nPRC. The SEC has stated that there are significant legal and other obstacles to obtaining information needed for investigations or litigation
\nin China. China has recently adopted a revised securities law that became effective on March 1, 2020, Article 177 of which provides, among
\nother things, that no overseas securities regulator is allowed to directly conduct an investigation or evidence collection activities
\nwithin the territory of the PRC. Accordingly, without governmental approval in China, no entity or individual in China may provide documents
\nand information relating to securities business activities to overseas regulators when it is under direct investigation or evidence discovery
\nconducted by overseas regulators, which could present significant legal and other obstacles to obtaining information needed for investigations
\nand litigation conducted outside of China.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Our Class A ordinary shares may be delisted
\nand prohibited from being traded under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors. The
\ndelisting and the cessation of trading of our Class A ordinary shares, or the threat of their being delisted and prohibited from being
\ntraded, may materially and adversely affect the value of your investment. Additionally, any inability of the PCAOB to conduct inspections
\ndeprives our investors with the benefits of such inspections.<\/p>\n
\u00a0<\/p>\n
Pursuant to the Holding Foreign Companies Accountable
\nAct, as amended by the Consolidated Appropriations Act 2023, if the SEC determines that we have filed audit reports issued by a registered
\npublic accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our Class
\nA ordinary shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States.<\/p>\n
\u00a0<\/p>\n
Our auditor, Enrome LLP, as an auditor of companies
\nthat are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to
\nwhich the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards and was not identified
\nin PCAOB\u2019s determination report as a firm subject to the PCAOB\u2019s determination. Enrome LLP is headquartered in Singapore and
\nsubject to inspect by the PCAOB.<\/p>\n
\u00a0<\/p>\n
If the PCAOB determines in the future that it
\nno longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting
\nfirm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be
\nidentified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. In accordance
\nwith the Holding Foreign Companies Accountable Act, our securities would be prohibited from being traded on a national securities exchange
\nor in the over-the-counter trading market in the United States if we are identified as a Commission-Identified Issuer for two consecutive
\nyears in the future. A prohibition of being able to trade in the United States would substantially impair or completely hinder your ability
\nto sell or purchase our Class A ordinary shares when you wish to do so, and the risk and uncertainty associated with delisting would have
\na negative impact on the price of our Class A ordinary shares or render them worthless. Also, such a prohibition would significantly affect
\nour ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial
\ncondition, and prospects.<\/p>\n
\u00a0<\/p>\n
Additionally, we cannot assure you whether the
\nnational securities exchange we are listed on or regulatory authorities would apply additional and more stringent criteria to us after
\nconsidering the effectiveness of our auditor\u2019s audit procedures and quality control procedures, adequacy of personnel and training,
\nor sufficiency of resources, geographic reach, or experience as it relates to our audit.<\/p>\n
\u00a0<\/p>\n
Risks Related to Our Class A Ordinary Shares<\/p>\n
\u00a0<\/p>\n
Nasdaq has recently adopted and proposed
\nnew listing rules that could result in the accelerated delisting of our Class A ordinary shares.<\/p>\n
\u00a0<\/p>\n
Nasdaq has recently adopted and proposed several
\nnew continued listing requirements that could subject our Class A ordinary shares to accelerated suspension and delisting proceedings,
\nwith limited or no opportunity to cure noncompliance.<\/p>\n
\u00a0<\/p>\n
Amended Minimum Bid Price Rule (Effective January
\n19, 2026). Nasdaq amended its minimum bid price rules, effective January 19, 2026, such that if a listed security\u2019s closing
\nbid price falls below $0.10 for ten consecutive trading days, Nasdaq will immediately issue a Staff Delisting Determination under Rule
\n5810 and the company will be ineligible for any compliance period that would otherwise be available. Prior to this amendment, an immediate
\ndelisting determination could only be issued after a company\u2019s security had already been non-compliant with the $1.00 minimum bid
\nprice requirement for 30 consecutive trading days. Nasdaq adopted this change on the basis that a rapid decline in a security\u2019s
\nprice to below $0.10 is indicative of deep financial or operational distress that is unlikely to be temporary.<\/p>\n
\u00a0<\/p>\n
Proposed Minimum Market Value Requirement (SR-NASDAQ-2026-004,
\nPending SEC Approval). Nasdaq has proposed a new rule that would require listed companies on the Nasdaq Global Market and Nasdaq Capital
\nMarket to maintain a minimum Market Value of Listed Securities of at least $5 million. Failure to satisfy this requirement for 30 consecutive
\nbusiness days would result in immediate suspension and delisting without a standard compliance period. Under the proposed rule, any automatic
\nstay of suspension during an appeal would be eliminated, meaning our securities would likely trade over-the-counter while any appeal is
\npending.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Proposed Discretionary Delisting Authority
\n(SR-NASDAQ-2026-009, Pending SEC Approval). Nasdaq has also proposed granting itself discretionary authority to immediately delist
\nsecurities if the SEC has suspended trading due to potential third-party misconduct.<\/p>\n
\u00a0<\/p>\n
If our Class A ordinary shares are delisted from
\nNasdaq for any reason, it could materially and adversely affect our business, financial condition, and results of operations. Delisting
\nwould likely cause the trading volume and liquidity of our Class A ordinary shares to decline significantly, as many institutional investors
\nare prohibited by their investment mandates from holding securities that are not listed on a national securities exchange. Our Class A
\nordinary shares would likely be traded on the over-the-counter markets, where investors may find it more difficult to obtain timely and
\naccurate information about our company and where the trading market may be significantly less liquid than Nasdaq. The reduction in liquidity
\ncould cause the trading price of our Class A ordinary shares to decline materially. In addition, delisting could impair our ability to
\nraise capital through the issuance of equity or equity-linked securities, as investors and underwriters may be unwilling to participate
\nin offerings of securities that are not listed on a national securities exchange. Delisting could also trigger defaults or acceleration
\nprovisions under any existing or future debt instruments or agreements, and could impair our ability to attract and retain employees,
\ncustomers, and business partners who may view a Nasdaq listing as an indicator of our financial stability and credibility. Furthermore,
\nthe delisting of our Class A ordinary shares could result in negative publicity and erode investor confidence in our company, which could
\nhave a long-term adverse impact on our business prospects and the value of your investment.<\/p>\n
\u00a0<\/p>\n
Our\u00a0dual-class\u00a0share structure
\nwith different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change
\nof control transactions that holders of our Class\u00a0A ordinary shares may view as beneficial.<\/p>\n
\u00a0<\/p>\n
Under our dual-class\u00a0share structure, our
\nordinary shares consist of Class\u00a0A ordinary shares and Class\u00a0B ordinary shares. In respect of matters requiring the votes of
\nshareholders, holders of Class\u00a0B ordinary shares are entitled to 25 votes per share, while holders of Class\u00a0A ordinary shares
\nare entitled to one vote per share based on our dual-class\u00a0share structure. Each Class\u00a0B ordinary share is convertible into
\none Class\u00a0A ordinary share at any time by the holder thereof, while Class\u00a0A ordinary shares are not convertible into Class\u00a0B
\nordinary shares under any circumstances. Upon any sale, transfer, assignment, or disposition of any Class\u00a0B ordinary shares by a
\nholder thereof to a transferee who is not an affiliate of the transferor, such Class\u00a0B ordinary shares are automatically and immediately
\nconverted into an equal number of Class\u00a0A ordinary shares.<\/p>\n
\u00a0<\/p>\n
As of the date of this Report, Mr. Peter Zuguang Wang, the Chairman
\nof our Board of Directors, beneficially owns all of our issued and outstanding Class B ordinary shares. These Class\u00a0B ordinary shares
\nconstitute approximately 24.00% of our total issued and outstanding ordinary shares and 88.76% of the aggregate voting power of our total
\nissued and outstanding ordinary shares, due to the disparate voting powers associated with our dual-class\u00a0share structure. As a result
\nof the dual-class\u00a0share structure and the concentration of ownership, the holder of Class\u00a0B ordinary shares will have considerable
\ninfluence over matters such as decisions regarding mergers, consolidations, and the sale of all or substantially all of our assets, election
\nof directors, and other significant corporate actions. The holder may take actions that are not in the best interest of us or our other
\nshareholders. This concentration of ownership may discourage, delay, or prevent a change in control of our Company, which could have the
\neffect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our Company and
\nmay reduce the price of the Class\u00a0A ordinary shares. This concentrated control will limit your ability to influence corporate matters
\nand could discourage others from pursuing any potential merger, takeover, or other change of control transactions that holders of Class\u00a0A
\nordinary shares may view as beneficial.<\/p>\n
\u00a0<\/p>\n
The\u00a0dual-class\u00a0structure of our
\nordinary shares may adversely affect the trading market for the Class\u00a0A ordinary shares.<\/p>\n
\u00a0<\/p>\n
S&P Dow Jones and FTSE Russell have announced
\nchanges to their eligibility criteria for inclusion of shares of public companies in certain indices, including the S&P 500, to exclude
\ncompanies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being
\nadded to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class capital
\nstructures. As a result, the dual class structure of our ordinary shares may prevent the inclusion of the Class\u00a0A ordinary shares
\nin such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise
\nseek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for the
\nClass\u00a0A ordinary shares. Any actions or publications by shareholder advisory firms critical of our corporate governance practices
\nor capital structure could also adversely affect the value of the Class\u00a0A ordinary shares.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Future sales of our Class A ordinary shares,
\nwhether by us or our shareholders, could cause the price of our Class A ordinary shares to decline.<\/p>\n
\u00a0<\/p>\n
If our existing shareholders sell, or indicate
\nan intent to sell, substantial amounts of our Class A ordinary shares in the public market, the trading price of our Class A ordinary
\nshares could decline significantly. Similarly, the perception in the public market that our shareholders might sell our Class A ordinary
\nshares could also depress the market price of our shares. A decline in the price of our Class A ordinary shares might impede our ability
\nto raise capital through the issuance of additional Class A ordinary shares or other equity securities. In addition, the issuance and
\nsale by us of additional Class A ordinary shares, or securities convertible into or exercisable for our Class A ordinary shares, or the
\nperception that we will issue such securities, could reduce the trading price for our Class A ordinary shares as well as make future sales
\nof equity securities by us less attractive or not feasible. The sale of Class A ordinary shares issued upon the exercise of our outstanding
\nwarrants could further dilute the holdings of our then existing shareholders.<\/p>\n
\u00a0\u00a0<\/p>\n
We do not know whether a market for the
\nClass A ordinary shares will be sustained or what the trading price of the Class A ordinary shares will be and as a result it may be difficult
\nfor you to sell your Class A ordinary shares.<\/p>\n
\u00a0<\/p>\n
Although our Class A ordinary shares trade on
\nNasdaq, an active trading market for the Class A ordinary shares may not be sustained. It may be difficult for you to sell your Class
\nA ordinary shares without depressing the market price for the Class A ordinary shares. As a result of these and other factors, you may
\nnot be able to sell your Class A ordinary shares. Further, an inactive market may also impair our ability to raise capital by selling
\nClass A ordinary shares, or may impair our ability to enter into strategic partnerships or acquire companies or products by using our
\nClass A ordinary shares as consideration.<\/p>\n
\u00a0<\/p>\n
Securities analysts may not cover our Class
\nA ordinary shares and this may have a negative impact on the market price of our Class A ordinary shares.<\/p>\n
\u00a0<\/p>\n
The trading market for our Class A ordinary shares
\nwill depend, in part, on the research and reports that securities or industry analysts publish about us or our business. We do not have
\nany control over independent analysts (provided that we have engaged various non-independent analysts). We do not currently have and may
\nnever obtain research coverage by independent securities and industry analysts. If no independent securities or industry analysts commence
\ncoverage of us, the trading price for our Class A ordinary shares would be negatively impacted. If we obtain independent securities or
\nindustry analyst coverage and if one or more of the analysts who covers us downgrades our Class A ordinary shares, changes their opinion
\nof our shares or publishes inaccurate or unfavorable research about our business, the price of our Class A ordinary shares would likely
\ndecline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our Class A ordinary
\nshares could decrease and we could lose visibility in the financial markets, which could cause the price and trading volume of our Class
\nA ordinary shares to decline.<\/p>\n
\u00a0<\/p>\n
Because we do not expect to pay dividends
\nin the foreseeable future, you must rely on the price appreciation of our Class A ordinary shares for a return on your investment.<\/p>\n
\u00a0<\/p>\n
We currently intend to retain most, if not all,
\nof our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay
\nany cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Class A ordinary shares as a source
\nfor any future dividend income.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Our board of directors has complete discretion
\nas to whether to distribute dividends, subject to certain requirements of British Virgin Islands law. In addition, our shareholders may
\nby ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Under British
\nVirgin Islands law, a British Virgin Islands company may pay a dividend out of either profit or share premium account, provided that in
\nno circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary
\ncourse of business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends,
\nif any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the
\namount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions, and other factors
\ndeemed relevant by our board of directors. Accordingly, the return on your investment in our Class A ordinary shares will likely depend
\nentirely upon any future price appreciation of our Class A ordinary shares. There is no guarantee that our Class A ordinary shares will
\nappreciate in value or even maintain the price at which you purchased the Class A ordinary shares. You may not realize a return on your
\ninvestment in our Class A ordinary shares and you may even lose your entire investment in our Class A ordinary shares.<\/p>\n
\u00a0<\/p>\n
Techniques employed by short sellers may
\ndrive down the market price of our Class A ordinary shares.<\/p>\n
\u00a0<\/p>\n
Short selling is the practice of selling securities
\nthat the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later
\ndate to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed
\nsecurities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the
\nsale. As it is in the short seller\u2019s interest for the price of the security to decline, many short sellers publish, or arrange for
\nthe publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum
\nand generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in
\nthe market.<\/p>\n
\u00a0<\/p>\n
Other public companies listed in the United States
\nthat have substantial operations in China have been the subject of short selling. Much of the scrutiny and negative publicity has centered
\non allegations of a lack of effective internal control over financial reporting resulting in financial and accounting irregularities and
\nmistakes, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result,
\nmany of these companies are now conducting internal and external investigations into the allegations and, in the interim, are subject
\nto shareholder lawsuits and\/or SEC enforcement actions.<\/p>\n
\u00a0<\/p>\n
We may in the future be the subject of unfavorable
\nallegations made by short sellers. Any such allegations may be followed by periods of instability in the market price of our Class A ordinary
\nshares and negative publicity. If and when we become the subject of any unfavorable allegations, whether such allegations are proven to
\nbe true or untrue, we could be required to expend a significant amount of resources to investigate such allegations and\/or defend ourselves.
\nWhile we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against
\nthe relevant short seller by principles of freedom of speech, applicable federal or state law or issues of commercial confidentiality.
\nSuch a situation could be costly and time- consuming and could distract our management from growing our business. Even if such allegations
\nare ultimately proven to be groundless, allegations against us could severely impact our business operations and shareholder\u2019s equity,
\nand the value of any investment in our Class A ordinary shares could be greatly reduced or rendered worthless.<\/p>\n
\u00a0<\/p>\n
Our Class A ordinary shares may experience
\nextreme price and volume fluctuations, which could lead to costly litigation for us and make an investment in us less appealing.<\/p>\n
\u00a0<\/p>\n
The market price of our Class A ordinary shares
\nmay fluctuate substantially due to a variety of factors, including:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n our business strategy and plans;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n new regulatory pronouncements and changes in regulatory guidelines and timing of regulatory approvals;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n general and industry-specific economic conditions;<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n variations in our quarterly financial and operating results, including the rate at which we incur negative cash flow in future periods;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n changes in market valuations of other companies that operate in our business segments or in our industry;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n lack of trading liquidity;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n changes in accounting principles; and<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n general market conditions, economic and other external factors.<\/p>\n
\u00a0<\/p>\n
In addition, the stock market in general, and
\nthe market for shares of PRC-based issuers in particular, has experienced extreme price and volume fluctuations that have often been unrelated
\nor disproportionate to the operating performance of individual companies. These broad market and industry fluctuations, as well as general
\neconomic, political, regulatory and market conditions, such as recessions, interest rate changes, inflation, public health crises, geopolitical
\ninstability or disruptions in global supply chains, could cause the market price of our Class A ordinary shares to decline materially,
\nregardless of our actual operating performance or prospects. As a result, investors in our Class A ordinary shares may experience a significant
\ndecrease in the value of their investment and may be unable to resell their shares at or above the price paid.<\/p>\n
\u00a0<\/p>\n
ITEM 1B.\u00a0UNRESOLVED STAFF COMMENTS<\/p>\n
\u00a0<\/p>\n
Not applicable.<\/p>\n
\u00a0<\/p>\n
ITEM 1C.\u00a0CYBERSECURITY<\/p>\n
\u00a0<\/p>\n
Cybersecurity Risk Management and Strategy<\/p>\n
\u00a0<\/p>\n
We have processes for assessing, identifying and
\nmanaging cybersecurity risks, which are an integral part of decision-making at every level. Such processes include physical, procedural
\nand technical safeguards, response plans, and routine review of our policies and procedures to identify risks and refine our practices.
\nWe have integrated cybersecurity risk management into our broader enterprise risk management framework to promote a company-wide culture
\nof cybersecurity risk awareness and management.<\/p>\n
\u00a0<\/p>\n
We do not believe that any risks from cybersecurity
\nthreats, nor any previous cybersecurity incidents, have materially affected us. However, the sophistication of cyber threats continues
\nto increase, and the preventative actions that we have taken and continues to take to reduce the risk of cyber incidents and protect its
\nsystems and information may not successfully protect against all cyber incidents. For more information on how cybersecurity risk may materially
\naffect our business strategy, results of operations, or financial condition, please refer to Item 1A Risk Factors.<\/p>\n
\u00a0<\/p>\n
Cybersecurity Governance<\/p>\n
\u00a0<\/p>\n
The Audit Committee of our Board of Directors
\nis responsible for overseeing cybersecurity risk and periodically updates our Board of Directors on such matters. The Audit Committee
\nregularly reviews and discusses with management the strategies, processes, procedures and controls pertaining to the management of our
\ninformation technology operations, including cyber risks and cybersecurity. The Audit Committee regularly reviews with management the
\nstrategies and continuously analyzes cybersecurity and resiliency risks to our business, considers industry trends and implements controls,
\nas appropriate, to mitigate these risks.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
ITEM 2.\u00a0PROPERTIES<\/p>\n
\u00a0<\/p>\n
The address of our principal executive offices
\nand corporate offices is 50 Millstone Road, Building 400, Suite 130, East Windsor, NJ 08512.<\/p>\n
\u00a0<\/p>\n
Our office in China is located at 11-F, Building
\n#12, Sunking Plaza, Gaojiao Road, Hangzhou, Zhejiang Province, China, 311122. Our manufacturing and R&D facilities are all located
\nin Xinchang County, Zhejiang Province, China.\u00a0<\/p>\n
\u00a0<\/p>\n
Properties Owned by
\nus<\/p>\n
\u00a0<\/p>\n
As of December\u00a031,
\n2025, Greenland held land use rights of four parcels of land with an aggregate site area of approximately 81,171 square meters, located
\nin Xinchang County, Zhejiang Province, PRC. The terms of these land use rights are due to expire on November\u00a014, 2062.<\/p>\n
\u00a0<\/p>\n
As of December\u00a031,
\n2025, Greenland held three building ownership certificates for three buildings with an aggregate gross floor area of approximately 44,751
\nsquare meters. These properties are primarily used for production and office purposes.<\/p>\n
\u00a0<\/p>\n
Property Leased by
\nus<\/p>\n
\u00a0<\/p>\n
As of December\u00a031,
\n2025, Greenland leased an office space with an aggregate floor area of approximately 1,440 square feet in New Jersey and a monthly rent
\nof $2,910.<\/p>\n
\u00a0<\/p>\n
The Company believes
\nthat the properties we currently own and lease for our business operations are adequate to meet our needs for the foreseeable future.<\/p>\n
\u00a0<\/p>\n
ITEM 3.\u00a0LEGAL PROCEEDINGS<\/p>\n
\u00a0<\/p>\n
From time to time, we
\nmay become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to
\ninherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are
\nnot party to, and our property is not the subject of, any material legal proceedings.<\/p>\n
\u00a0<\/p>\n
ITEM 4.\u00a0MINE SAFETY DISCLOSURES<\/p>\n
\u00a0<\/p>\n
Not applicable.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
PART II<\/p>\n
\u00a0<\/p>\n
ITEM 5. MARKET FOR REGISTRANT\u2019S COMMON
\nEQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES<\/p>\n
\u00a0<\/p>\n
Market Information for Class A Ordinary Shares<\/p>\n
\u00a0<\/p>\n
Our Class A ordinary shares are traded on the
\nNasdaq Capital Market under the symbol \u201cGTEC.\u201d Our ordinary shares were publicly traded on the Nasdaq Capital Market from
\nAugust 8, 2018 through February 23, 2026, and our Class A ordinary shares have been publicly traded on the Nasdaq Capital Market since
\nFebruary 24, 2026.<\/p>\n
\u00a0<\/p>\n
The market price of our Class A ordinary shares
\nis subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and
\nother factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business,
\nand political conditions, may adversely affect the market for our Class A ordinary shares, regardless of our actual or projected performance.
\nWe cannot assure you that there will be a market for our Class A ordinary shares in the future.<\/p>\n
\u00a0<\/p>\n
As of March 19, 2026, the last sale price reported on the Nasdaq Capital
\nMarket for our Class A ordinary shares was approximately $0.709 per share.<\/p>\n
\u00a0<\/p>\n
Dividend Policy<\/p>\n
\u00a0<\/p>\n
We intend to retain all of our available funds
\nand any future earnings to fund the development and growth of our subsidiaries\u2019 business. As such, we do not expect to pay any cash
\ndividends in the foreseeable future.<\/p>\n
\u00a0<\/p>\n
Shareholders of Record<\/p>\n
\u00a0<\/p>\n
As of March 20, 2026, we had ten (10) record holders of our Class A
\nordinary shares. This number excludes any estimate by us of the number of beneficial owners of shares held in street name, the accuracy
\nof which cannot be guaranteed.<\/p>\n
\u00a0<\/p>\n
Transfer Agent<\/p>\n
\u00a0<\/p>\n
The transfer agent for our Class A ordinary shares
\nand Class B ordinary shares is Continental Stock Transfer & Trust Company, located at 1 State Street 30th Floor, New York, NY 10004-1561.
\nThe telephone number of Continental Stock Transfer & Trust Company is (212) 509-4000.<\/p>\n
\u00a0<\/p>\n
Equity Compensation Plan Information<\/p>\n
\u00a0<\/p>\n
For information on the securities authorized for
\nissuance under our equity compensation plan, please see \u201cItem 12. Security Ownership of Certain Beneficial Owners and Management
\nand Related Shareholder Matters.\u201d<\/p>\n
\u00a0<\/p>\n
Recent Sales of Unregistered Securities<\/p>\n
\u00a0<\/p>\n
During the fiscal years ended December 31, 2025
\nand 2024, we did not have sales of unregistered securities other than those already disclosed in the quarterly reports on Form 10-Q and
\nthe current reports on Form 8-K.<\/p>\n
\u00a0<\/p>\n
Purchases of Equity Securities by the Issuer
\nand Affiliated Purchasers<\/p>\n
\u00a0<\/p>\n
None.<\/p>\n
\u00a0<\/p>\n
ITEM 6.\u00a0[RESERVED]<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
ITEM 7. MANAGEMENT\u2019S DISCUSSION AND
\nANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GREENLAND TECHNOLOGIES HOLDING CORPORATION<\/p>\n
\u00a0<\/p>\n
The following discussion and analysis of financial
\ncondition and results of operations relates to the operations and financial condition reported in the consolidated financial statements
\nof the Company thereto, which appear elsewhere in this Report, and should be read in conjunction with such financial statements and related
\nnotes included in this Report. Except for the historical information contained herein, the following discussion, as well as other information
\nin this Report, contain \u201cforward-looking statements,\u201d within the meaning of Section 27A of the Securities Act, and Section
\n21E of the Exchange Act, and are subject to the \u201csafe harbor\u201d created by those sections. Actual results and the timing of
\nthe events may differ materially from those contained in these forward-looking statements due to many factors, including those discussed
\nin the \u201cCautionary Note Regarding Forward-Looking Statements\u201d set forth elsewhere in this Report.<\/p>\n
\u00a0<\/p>\n
Overview<\/p>\n
\u00a0<\/p>\n
Greenland designs, develops, manufactures and
\nsells components and products for the global material handling industries.<\/p>\n
\u00a0<\/p>\n
Through its subsidiaries in the PRC, Greenland
\noffers transmission products, which are key components for forklift trucks used in manufacturing and logistic applications, such as factories,
\nworkshops, warehouses, fulfilment centers, shipyards, and seaports. Forklifts play an important role in the logistic systems of many companies
\nacross different industries in China and globally. Generally, industries with the largest demand for forklifts include the transportation,
\nwarehousing logistics, electrical machinery, and automobile industries. Greenland\u2019s revenue increased from approximately $83.94
\nmillion for the fiscal year ended December 31, 2024 to $90.69 million for the fiscal year ended December 31, 2025. The increase in revenue
\nwas primarily the result of an increase of approximately $8.07 million in the Company\u2019s sales volume of transmission products for
\nthe fiscal year ended December 31, 2025. Based on its revenues for the fiscal years ended December 31, 2025 and 2024, Greenland believes
\nthat it is one of the major developers and manufacturers of transmission products for small and medium-sized forklift trucks in China.<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s transmission products are used
\nin 1-ton to 15-tons forklift trucks, some with mechanical shift and some with automatic shift. Greenland sells these transmission products
\ndirectly to forklift-truck manufacturers. In the fiscal years ended December 31, 2025 and 2024, Greenland sold an aggregate of 166,317
\nand 149,597 sets of transmission products, respectively, to more than 100 forklift manufacturers in the PRC.<\/p>\n
\u00a0<\/p>\n
In January 2020, Greenland formed HEVI to focus
\non the production and sale of electric industrial vehicles to meet the increasing demand for electric industrial vehicles and machinery
\npowered by sustainable energy to reduce air pollution and lower carbon emissions. HEVI is a wholly owned subsidiary of Greenland incorporated
\nunder the laws of the State of Delaware. Prior to 2025, HEVI had been manufacturing and selling electric industrial vehicle products.
\nHowever, substantially all of HEVI\u2019s business operations have been suspended since 2025 due to uncertainty regarding tariff policy.
\nHEVI intends to resume operations once the policy environment stabilizes. HEVI\u2019s electric industrial vehicle products (which it
\nare not currently being offered as a result of the suspension of its operations) include GEF-series electric forklifts, a series of lithium
\npowered forklifts with three models ranging in size from 1.8 tons to 3.5 tons, GEL-1800, a 1.8-ton rated load lithium powered electric
\nwheeled front loader, GEX-8000, an all-electric 8.0 ton rated load lithium powered wheeled excavator, and GEL-5000, an all-electric 5.0
\nton rated load lithium wheeled front loader. In addition, in April 2023, HEVI introduced a line of mobile DC battery chargers that support
\nDC powered EV applications in the North America market. In July 2024, HEVI announced a partnership with Lonking Holdings Limited to develop
\nand distribute heavy electric machinery and related technology specialized for the U.S. market. In August 2024, HEVI launched its H55L
\nall-electric wheeled front-end loader, which can lift up to six tons in indoor and outdoor applications without the mess and emissions
\nof diesel, and the H65L all-electric wheeled front-end loader, a lithium battery wheeled front-end loader.<\/p>\n
\u00a0<\/p>\n
Greenland is the parent company of HEVI and Greenland
\nHolding Enterprises Inc. (\u201cGreenland Holding\u201d), a holding company formed in the State of Delaware on August 28, 2023, which
\nin turn acts as the holding company for Zhongchai Holding (Hong Kong) Limited, a holding company formed under the laws of Hong Kong on
\nApril 23, 2009 (\u201cZhongchai Holding\u201d). Zhongchai Holding\u2019s subsidiaries include Zhejiang Zhongchai Machinery Co. Ltd.,
\nan operating company formed under the laws of the PRC in 2005, Hangzhou Greenland Energy Technologies Co., Ltd. (\u201cHangzhou Greenland\u201d),
\nan operating company formed under the laws of the PRC in 2019, and Hengyu Capital Limited, a company formed in Hong Kong on August 16,
\n2022 (\u201cHengyu Capital\u201d). Through Zhongchai Holding and its subsidiaries, Greenland develops and manufactures traditional transmission
\nproducts for material handling machinery in the PRC.<\/p>\n
\u00a0<\/p>\n
Greenland was incorporated on December 28, 2017 as a British Virgin
\nIslands business company with limited liability. Following the Business Combination (as described and defined below) in October 2019,
\nthe Company changed its name from Greenland Acquisition Corporation to Greenland Technologies Holding Corporation.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Results of Operations<\/p>\n
\u00a0<\/p>\n
For the fiscal years ended December 31,
\n2025 and 2024<\/p>\n
\u00a0<\/p>\n
Overview<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u00a0
\n For the Fiscal Years Ended December 31,
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n 2025
\n \u00a0
\n \u00a0
\n 2024
\n \u00a0
\n \u00a0
\n $
Change
\n \u00a0
\n \u00a0
\n %\u00a0
Variance
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
Revenues
\n \u00a0
\n $
\n 90,694,007
\n \u00a0
\n \u00a0
\n $
\n 83,944,661
\n \u00a0
\n \u00a0
\n $
\n 6,749,346
\n \u00a0
\n \u00a0
\n \u00a0
\n 8.0
\n \u00a0<\/p>\n
Cost of Goods Sold
\n \u00a0
\n \u00a0
\n 62,248,455
\n \u00a0
\n \u00a0
\n \u00a0
\n 61,411,693
\n \u00a0
\n \u00a0
\n \u00a0
\n 836,762
\n \u00a0
\n \u00a0
\n \u00a0
\n 1.4
\n \u00a0<\/p>\n
Gross Profit
\n \u00a0
\n \u00a0
\n 28,445,552
\n \u00a0
\n \u00a0
\n \u00a0
\n 22,532,968
\n \u00a0
\n \u00a0
\n \u00a0
\n 5,912,584
\n \u00a0
\n \u00a0
\n \u00a0
\n 26.2
\n \u00a0<\/p>\n
Selling expenses
\n \u00a0
\n \u00a0
\n 1,735,358
\n \u00a0
\n \u00a0
\n \u00a0
\n 2,148,659
\n \u00a0
\n \u00a0
\n \u00a0
\n (413,301
\n )
\n \u00a0
\n \u00a0
\n (19.2
\n )<\/p>\n
General and administrative expenses
\n \u00a0
\n \u00a0
\n 15,267,842
\n \u00a0
\n \u00a0
\n \u00a0
\n 4,853,768
\n \u00a0
\n \u00a0
\n \u00a0
\n 10,414,074
\n \u00a0
\n \u00a0
\n \u00a0
\n 214.6
\n \u00a0<\/p>\n
Research and development expenses
\n \u00a0
\n \u00a0
\n 3,920,274
\n \u00a0
\n \u00a0
\n \u00a0
\n 2,936,399
\n \u00a0
\n \u00a0
\n \u00a0
\n 983,875
\n \u00a0
\n \u00a0
\n \u00a0
\n 33.5
\n \u00a0<\/p>\n
Total Operating Expenses
\n \u00a0
\n \u00a0
\n 20,923,474
\n \u00a0
\n \u00a0
\n \u00a0
\n 9,938,826
\n \u00a0
\n \u00a0
\n \u00a0
\n 10,984,648
\n \u00a0
\n \u00a0
\n \u00a0
\n 110.5
\n \u00a0<\/p>\n
Income from operations
\n \u00a0
\n \u00a0
\n 7,522,078
\n \u00a0
\n \u00a0
\n \u00a0
\n 12,594,142
\n \u00a0
\n \u00a0
\n \u00a0
\n (5,072,064
\n )
\n \u00a0
\n \u00a0
\n (40.3
\n )<\/p>\n
Interest income
\n \u00a0
\n \u00a0
\n 677,386
\n \u00a0
\n \u00a0
\n \u00a0
\n 864,390
\n \u00a0
\n \u00a0
\n \u00a0
\n (187,004
\n )
\n \u00a0
\n \u00a0
\n (21.6
\n )<\/p>\n
Interest expenses
\n \u00a0
\n \u00a0
\n (111,663
\n )
\n \u00a0
\n \u00a0
\n (84,243
\n )
\n \u00a0
\n \u00a0
\n (27,420
\n )
\n \u00a0
\n \u00a0
\n 32.5
\n \u00a0<\/p>\n
Loss (gain) on disposal of property and equipment
\n \u00a0
\n \u00a0
\n (3,999
\n )
\n \u00a0
\n \u00a0
\n 5,863
\n \u00a0
\n \u00a0
\n \u00a0
\n (9,862
\n )
\n \u00a0
\n \u00a0
\n (168.2
\n )<\/p>\n
Change in fair value of the warrant liability
\n \u00a0
\n \u00a0
\n 2,267,313
\n \u00a0
\n \u00a0
\n \u00a0
\n 1,746,382
\n \u00a0
\n \u00a0
\n \u00a0
\n 520,931
\n \u00a0
\n \u00a0
\n \u00a0
\n 29.8
\n \u00a0<\/p>\n
Government subsidies income
\n \u00a0
\n \u00a0
\n 812,873
\n \u00a0
\n \u00a0
\n \u00a0
\n 881,175
\n \u00a0
\n \u00a0
\n \u00a0
\n (68,302
\n )
\n \u00a0
\n \u00a0
\n (7.8
\n )<\/p>\n
Other income
\n \u00a0
\n \u00a0
\n 946,097
\n \u00a0
\n \u00a0
\n \u00a0
\n 659,204
\n \u00a0
\n \u00a0
\n \u00a0
\n 286,893
\n \u00a0
\n \u00a0
\n \u00a0
\n 43.5
\n \u00a0<\/p>\n
Income before income tax
\n \u00a0
\n \u00a0
\n 12,110,085
\n \u00a0
\n \u00a0
\n \u00a0
\n 16,666,913
\n \u00a0
\n \u00a0
\n \u00a0
\n (4,556,828
\n )
\n \u00a0
\n \u00a0
\n (27.3
\n )<\/p>\n
Income tax
\n \u00a0
\n \u00a0
\n 3,511,822
\n \u00a0
\n \u00a0
\n \u00a0
\n 1,512,758
\n \u00a0
\n \u00a0
\n \u00a0
\n 1,999,064
\n \u00a0
\n \u00a0
\n \u00a0
\n 132.1
\n \u00a0<\/p>\n
Net income
\n \u00a0
\n $
\n 8,598,263
\n \u00a0
\n \u00a0
\n $
\n 15,154,155
\n \u00a0
\n \u00a0
\n $
\n (6,555,892
\n )
\n \u00a0
\n \u00a0
\n (43.3
\n )<\/p>\n
\u00a0\u00a0<\/p>\n
Components of Results of Operations<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u00a0<\/p>\n
For the Fiscal Years ended<\/p>\n
December 31,<\/p>\n
\u00a0<\/p>\n
Component of Results of Operations
\n \u00a0
\n 2025
\n \u00a0
\n \u00a0
\n 2024
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
Revenues
\n \u00a0
\n $
\n 90,694,007
\n \u00a0
\n \u00a0
\n $
\n 83,944,661
\n \u00a0<\/p>\n
Cost of Goods Sold
\n \u00a0
\n \u00a0
\n 62,248,455
\n \u00a0
\n \u00a0
\n \u00a0
\n 61,411,693
\n \u00a0<\/p>\n
Gross Profit
\n \u00a0
\n \u00a0
\n 28,445,552
\n \u00a0
\n \u00a0
\n \u00a0
\n 22,532,968
\n \u00a0<\/p>\n
Operating Expenses
\n \u00a0
\n \u00a0
\n 20,923,474
\n \u00a0
\n \u00a0
\n \u00a0
\n 9,938,826
\n \u00a0<\/p>\n
Net Income
\n \u00a0
\n $
\n 8,598,263
\n \u00a0
\n \u00a0
\n $
\n 15,154,155
\n \u00a0<\/p>\n
\u00a0<\/p>\n
Revenue<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s revenue increased by approximately
\n$6.75 million, or approximately 8.0%, to approximately $90.69 million for the fiscal year ended December 31, 2025, from approximately
\n$83.94 million for the fiscal year ended December 31, 2024. However, excluding the impact of exchange rate fluctuation, our revenue for
\nthe fiscal year ended December 31, 2025 increased by approximately 8.9% compared to the fiscal year ended December 31, 2024. The increase
\nin revenue was primarily a result of the increase of approximately $8.07 million in the Company\u2019s sales volume of transmission products
\nfor the year ended December 31, 2025. For the fiscal year ended December 31, 2025, the Company sold an aggregate of 166,317 sets of transmission
\nproducts, compared to 149,597 sets sold in the fiscal year ended December 31, 2024. This represents an increase of approximately 16,720
\nunits, or approximately 11.2%. The sales volume growth was driven by sustained demand from the Company\u2019s customer base in the material
\nhandling sector.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Cost of Goods Sold<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s cost of goods sold consists
\nprimarily of material costs, freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs,
\nwages, employee compensation, amortization, depreciation and related costs, which are directly attributable to Greenland\u2019s production
\nactivities. The write down of inventory using net realizable value impairment test is also recorded in cost of goods sold. The total cost
\nof goods sold increased by approximately $0.84 million, or approximately 1.4%, to approximately $62.25 million for the fiscal year ended
\nDecember 31, 2025, from approximately $61.41 million for the fiscal year ended December 31, 2024. Cost of goods sold increased in fiscal
\nyear 2025 compared to fiscal year 2024 due to the increase in our sales volume.<\/p>\n
\u00a0<\/p>\n
Gross Profit<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s gross profit increased by approximately
\n$5.91 million, or 26.2%, to approximately $28.45 million for the fiscal year ended December 31, 2025, from approximately $22.53 million
\nfor the fiscal year ended December 31, 2024. For the fiscal years ended December 31, 2025 and 2024, Greenland\u2019s gross margin was
\napproximately 31.4% and 26.8%, respectively. The increase in gross profit in fiscal year 2025 compared to fiscal year 2024 was primarily
\ndue to the increase in our sales volume.<\/p>\n
\u00a0<\/p>\n
Operating Expense<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s operating expenses consist of selling expenses, general
\nand administrative expenses and research and development expenses. Greenland\u2019s operating expenses were $20.92 million for the fiscal
\nyear ended December 31, 2025, representing an increase of 110.5% from $9.94 million for the fiscal year ended December 31, 2024. The increase
\nin operating expenses was primarily due to an increase in the stock-based compensation expense, research and development expenses and
\nprovision for inventory in fiscal year 2025 compared to fiscal year 2024.<\/p>\n
\u00a0<\/p>\n
Selling Expenses<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s selling expenses mainly include
\noperating expenses such as sales staff payroll, traveling expenses and transportation expenses. Selling expenses decreased by $0.41 million,
\nor 19.2%, to approximately $1.74 million for the fiscal year ended December 31, 2025, from approximately $2.15 million for the fiscal
\nyear ended December 31, 2024. The decrease in selling expenses was mainly due to a decrease in the after-sales service fees for the year
\nended December 31, 2025 compared to the year ended December 31, 2024.<\/p>\n
\u00a0<\/p>\n
General and Administrative Expenses<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s general and administrative expenses include management
\nand office staff salaries and employee benefits, depreciation for office facility and office furniture and equipment, travel and entertainment,
\nlegal and accounting, consulting fees and other office expenses. General and administrative expenses increased by approximately $10.41
\nmillion, or approximately 214.6%, to approximately $15.27 million for the fiscal year ended December 31, 2025, from approximately $4.85
\nmillion for the fiscal year ended December 31, 2024. The increase in general and administrative expenses was mainly due to the increase
\nin stock-based compensation expense, uncollectible accounts written off and provision for inventory for the year ended December 31, 2025,
\nas compared to the year ended December 31, 2024. On April 17, 2025, we issued a total of 3,799,696 ordinary shares and recorded stock-based
\ncompensation of approximately $5.55 million.<\/p>\n
\u00a0<\/p>\n
Research and Development Expenses<\/p>\n
\u00a0<\/p>\n
R&D expenses consist of R&D personnel
\ncompensation, costs of materials used in R&D projects, and depreciation costs for research-related equipment. R&D expenses increased
\nby approximately $0.98 million, or 33.5%, to approximately $3.92 million for the fiscal year ended December 31, 2025, from approximately
\n$2.94 million for the fiscal year ended December 31, 2024. Such increase was primarily attributable to a significant increase in the Company\u2019s
\nR&D activities for the fiscal year ended December 31, 2025.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Income from Operations<\/p>\n
\u00a0<\/p>\n
As a result of the foregoing, income from operations for the fiscal
\nyear ended December 31, 2025 was approximately $7.52 million, representing a decrease of approximately $5.07 million, from approximately
\n$12.59 million for the fiscal year ended December 31, 2024.<\/p>\n
\u00a0<\/p>\n
Interest Income and Interest Expenses<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s interest income was approximately
\n$0.68 million for the fiscal year ended December 31, 2025, representing a decrease of approximately $0.19 million, or 21.6%, from approximately
\n$0.86 million for the fiscal year ended December 31, 2024. The decrease in interest income was because less cash was deposited in banks
\nduring the fiscal year ended December 31, 2025 as compared to the fiscal year ended December 31, 2024.<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s interest expenses were approximately
\n$0.11 million for the fiscal year ended December 31, 2025, an increase of approximately $0.03 million, or 32.5%, as compared to approximately
\n$0.08 million for the fiscal year ended December 31, 2024. The increase was primarily due to an increase in interest expense on the discounted
\nnote for the year ended December 31, 2025, as compared to the year ended December 31, 2024.<\/p>\n
\u00a0<\/p>\n
Change in fair value of the warrant liability<\/p>\n
\u00a0<\/p>\n
Greenland recognized a gain of approximately $2.27
\nmillion for the investor warrant from a change in fair value of the warrant liability for the fiscal year ended December 31, 2025, as
\ncompared to a gain of approximately $1.75 million for the investor warrant, from a change in fair value of the warrant liability for the
\nfiscal year ended December 31, 2024.<\/p>\n
\u00a0<\/p>\n
Government subsidies income<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s government subsidies income
\nwas approximately $0.81 million for the fiscal year ended December 31, 2025, a decrease of approximately $0.07 million, as compared to
\napproximately $0.88 million of government subsidies income for the fiscal year ended December 31, 2024. The decrease was primarily due
\nto a decrease in policy incentive income for the fiscal year ended December 31, 2025 as compared to the fiscal year ended December 31,
\n2024.<\/p>\n
\u00a0<\/p>\n
Other Income<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s other income was approximately
\n$0.95 million for the fiscal year ended December 31, 2025, an increase of approximately $0.29 million, as compared to approximately $0.66
\nmillion of other income for the fiscal year ended December 31, 2024. The increase was primarily due to an increase in gain on forfeiture
\nof customer advance for the fiscal year ended December 31, 2025 as compared to the fiscal year ended December 31, 2024.<\/p>\n
\u00a0<\/p>\n
Income Taxes<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s income tax was approximately
\n$3.51 million for the fiscal year ended December 31, 2025, compared to approximately $1.51 million for the fiscal year ended December
\n31, 2024.<\/p>\n
\u00a0<\/p>\n
Zhejiang Zhongchai obtained a \u201chigh-tech
\nenterprise\u201d status near the end of the fiscal year of 2022. Such status allows Zhejiang Zhongchai to enjoy a reduced statutory income
\ntax rate of 15%, rather than the standard PRC corporate income tax rate of 25%. Income tax for both fiscal years 2025 and 2024 were calculated
\nbased on a rate of 15%. The \u201chigh-tech enterprise\u201d status is reevaluated by relevant Chinese government agencies every three
\nyears. Zhejiang Zhongchai\u2019s current \u201chigh-tech enterprise\u201d will be reevaluated near the end of 2028.<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s other PRC subsidiaries are subject
\nto different income tax rates. Hangzhou Greenland, the wholly owned subsidiary of Zhongchai Holding, is subject to the 25% standard income
\ntax rate. Greenland is a holding company registered in the British Virgin Islands and is not subject to tax on income or capital gains
\nunder the current British Virgin Islands law. In addition, upon payment of dividends to its shareholders, the Company will not be subject
\nto any British Virgin Islands withholding tax.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
On January 14, 2020, Greenland established HEVI,
\nits wholly owned subsidiary in the state of Delaware. HEVI promotes sales of sustainable alternative products for the heavy industrial
\nequipment industry, including electric industrial vehicles, in the North American market. On December 22, 2017, the U.S. federal government
\nenacted the 2017 Tax Act. The 2017 Tax Act includes a number of changes in existing tax law impacting businesses, including the transition
\ntax, a one-time deemed repatriation of cumulative undistributed foreign earnings and a permanent reduction in the U.S. federal statutory
\nrate from 35% to 21%, effective on January 1, 2018. ASC 740 requires companies to recognize the effect of tax law changes in the period
\nof enactment, and accordingly, the effects must be recognized on companies\u2019 calendar year-end financial statements, even though
\nthe effective date for most provisions is January 1, 2018. Since HEVI was established in 2020, the one-time transition tax did not have
\nany impact on the Company\u2019s tax provision and there was no undistributed accumulated earnings and profits as of December 31, 2025.<\/p>\n
\u00a0<\/p>\n
On March 26, 2024, the Company entered into a
\nshare exchange agreement with Greenland Holding Enterprises Inc. and Zhongchai Holding (the \u201c2024 Share Exchange Agreement\u201d).
\nPursuant to the 2024 Share Exchange Agreement, Greenland Holding Enterprises Inc. issued 100 shares of common stock to the Company, par
\nvalue $0.01 per share, representing all issued and outstanding share capital of Greenland Holding Enterprises Inc., in exchange for 100%
\nof the equity interest of Zhongchai Holding. Greenland Holding Enterprises Inc. is a holding company registered on August 28, 2023 in
\nthe State of Delaware with no material operations. Since Greenland Holding Enterprises Inc. was established in 2023, the one-time transition
\ntax did not have any impact on the Company\u2019s tax provision and there was no undistributed accumulated earnings and profits as of
\nDecember 31, 2025.<\/p>\n
\u00a0<\/p>\n
Net Income<\/p>\n
\u00a0<\/p>\n
As a result of the foregoing, Greenland\u2019s net income was approximately
\n$8.60 million for the fiscal year ended December 31, 2025, representing a decrease of approximately $6.56 million, from the net income
\nof approximately $15.15 million for the fiscal year ended December 31, 2024.<\/p>\n
\u00a0<\/p>\n
Liquidity and Capital Resources<\/p>\n
\u00a0<\/p>\n
Greenland is a holding company incorporated in
\nthe British Virgin Islands. Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated profits,
\nif any, determined in accordance with PRC accounting standards and regulations. In addition, our PRC subsidiaries are required to set
\naside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds until the total amount set
\naside reaches 50% of their respective registered capital. Our PRC subsidiaries may also allocate a portion of their after-tax profits
\nbased on PRC accounting standards to employee welfare and bonus funds at their discretion. These reserves are not distributable as cash
\ndividends.<\/p>\n
\u00a0<\/p>\n
We have funded working capital and other capital
\nrequirements primarily by equity contributions, cash flow from operations, short-term bank loans and bank acceptance notes, and long-term
\nbank loans. Cash is required primarily to purchase raw materials, repay debts and pay salaries, office expenses, income taxes and other
\noperating expenses.<\/p>\n
\u00a0<\/p>\n
For the fiscal year ended December 31, 2025, a
\nPRC subsidiary of ours, Zhejiang Zhongchai, paid off approximately $6.41 million of loans from related parties and maintained $39.69 million
\ncash on hand. We plan to maintain the current debt structure and rely on governmentally supported loans with lower cost, if necessary.<\/p>\n
\u00a0<\/p>\n
Government subsidies mainly consist of an incentive
\ngranted by the Chinese government to encourage transformation of fixed assets in China and other miscellaneous subsidies from the Chinese
\ngovernment.\u00a0Government subsidies are recognized when there is reasonable assurance that the subsidy will be received, and all conditions
\nbe completed. Total government subsidies recorded under long-term liabilities were $1.08 million and $1.26 million as of December 31,
\n2025 and 2024, respectively.<\/p>\n
\u00a0<\/p>\n
The Company currently plans to fund its operations
\nmainly through cash flow from its operations, renewal of bank borrowings, additional equity financing, and continuation of financial support
\nfrom its shareholders and affiliates controlled by its principal shareholders, if necessary. The Company might implement a stricter policy
\non sales to less creditworthy customers and plans to continue to improve its collection efforts on accounts with outstanding balances.
\nThe Company is actively working with customers and suppliers and expects to fully collect the remaining balance.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
We believe that the Company has sufficient cash,
\neven with uncertainty in the Company\u2019s manufacturing and sale of electric industrial heavy equipment in the future and decline on
\nsale of transmission products. However, our existing funding sources will be sufficient to fund our operations for the next 12 months.
\nWe remain confident and expect to continue to generate positive cash flow from our operations.<\/p>\n
\u00a0<\/p>\n
We may need additional cash resources in the future,
\nif the Company experiences failure in collecting account receivables, changes in business condition, changes in financial condition, or
\nother developments. We may also need additional cash resources, if the Company wishes to pursue opportunities for investment, acquisition,
\nstrategic cooperation, or other similar actions. If the Company\u2019s management and its board of directors determine that the cash
\nrequired for specific corporate activities exceed Greenland\u2019s cash and cash equivalents on hand, the Company may issue debt or equity
\nsecurities to raise cash.<\/p>\n
\u00a0<\/p>\n
Historically, we have expended considerable resources
\non building a new factory and paid off a considerable amount of debt, resulting in less available cash. However, we anticipate that our
\ncash flow will continue to improve for the remainder of fiscal year 2026. More specifically, Zhejiang Zhongchai can pledge the deed of
\nits factory as a collateral to banks in order to obtain loans, refinance expiring loans, restructure short-term loans, and fund other
\nworking capital needs upon acceptable terms to Greenland.<\/p>\n
\u00a0<\/p>\n
Cash and Cash Equivalents<\/p>\n
\u00a0<\/p>\n
Cash equivalents refers to all highly liquid investments
\npurchased with original maturity of three months or less. As of December 31, 2025, Greenland had approximately $7.78 million of cash and
\ncash equivalents, an increase of approximately $1.12 million, as compared to approximately $6.66 million as of December 31, 2024. The
\nincrease of cash and cash equivalents was mainly due to an increase in our sales volume, as compared to that as of December 31, 2024.<\/p>\n
\u00a0<\/p>\n
Restricted Cash<\/p>\n
\u00a0<\/p>\n
Restricted cash represents the amount held by
\na bank as security for bank acceptance notes and therefore is not available for use until the bank acceptance notes are fulfilled or expired,
\nwhich typically takes less than twelve months. As of December 31, 2025, Greenland had approximately $0.07 million of restricted cash,
\na decrease of approximately $1.88 million, as compared to approximately $1.95 million as of December 31, 2024. The decrease of restricted
\ncash was due to a decrease in notes payable collateralized by cash.<\/p>\n
\u00a0<\/p>\n
Accounts Receivable<\/p>\n
\u00a0<\/p>\n
As of December 31, 2025, Greenland had approximately
\n$17.26 million of accounts receivables, an increase of approximately $1.46 million, or 9.24%, as compared to approximately $15.80 million
\nas of December 31, 2024. The increase in accounts receivables was due to the increase in our sales volume.<\/p>\n
\u00a0<\/p>\n
Greenland recorded approximately 0.02 million
\nand nil of allowance for expected credit losses as of December 31, 2025 and 2024, respectively. Greenland conducted an aging analysis
\nof each customer\u2019s delinquent payments to determine whether allowance for expected credit losses is adequate. In establishing the
\nallowance for expected credit losses, Greenland considers historical experience, economic environment, and expected collectability of
\npast due receivables. An estimate of expected credit losses is recorded when collection of the full amount is no longer probable. When
\nbad debts are identified, such debts are written off against the allowance for expected credit losses. Greenland will continuously assess
\nits expected credit losses based on the credit history of and relationships with its customers on a regular basis to determine whether
\nits allowance for expected credit losses on its accounts receivables is adequate. Greenland believes that its collection policies are
\ngenerally in line with the transmissions industry\u2019s standard in the PRC.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Due from Related Party<\/p>\n
\u00a0<\/p>\n
Due from related party was $1.11 million and $0.24
\nmillion as of December 31, 2025 and December 31, 2024, respectively. The balance of due from related parties as of December 31, 2025 and
\nDecember 31, 2024 consisted primarily of the following: (i) other receivable from Zhuhai Hengzhong Industrial Investment Fund (Limited
\nPartnership) of $0.25 million and $0.24 million as of December\u00a031, 2025 and December\u00a031, 2024, respectively, representing a
\nloan to the related party with an annual interest rate of 4.785%; (ii) other receivable from Cenntro Inc. was $0.84 million and nil as
\nof December 31, 2025 and December 31, 2024, respectively, representing a loan with an annual interest rate of 7.5% that will mature before
\nApril 14, 2026; and (iii) other receivable from Cenntro Enterprise Limited was $0.02 million and nil as of December 31, 2025 and December
\n31, 2024, respectively, representing expenses paid on behalf of the related party.<\/p>\n
\u00a0<\/p>\n
Notes Receivable<\/p>\n
\u00a0<\/p>\n
As of December 31, 2025, Greenland had approximately
\n$14.70 million of notes receivables, which we expect will be collected within twelve months from the date of receipt of such notes. The
\ndecrease was approximately $8.03 million, or 35.33%, as compared to approximately $22.74 million as of December 31, 2024.<\/p>\n
\u00a0\u00a0<\/p>\n
Working Capital\u00a0<\/p>\n
\u00a0<\/p>\n
Our working capital was approximately $46.97 million
\nas of December 31, 2025, as compared to $35.11 million as of December 31, 2024. The increase in working capital of $11.86 million was
\nprimarily contributed to an increase in accounts receivable and short-term investment.<\/p>\n
\u00a0<\/p>\n
Cash Flow<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0<\/p>\n
For the Fiscal Year Ended<\/p>\n
December 31,<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n 2025\u00a0\u00a0
\n 2024\u00a0<\/p>\n
\u00a0\u00a0
\n \u00a0\u00a0<\/p>\n
Net cash provided by operating activities\u00a0
\n $15,608,957\u00a0\u00a0
\n $13,341,886\u00a0<\/p>\n
Net cash used in investing activities\u00a0
\n $(919,593)\u00a0
\n $(1,868,246)<\/p>\n
Net cash used in financing activities\u00a0
\n $(15,609,560)\u00a0
\n $(30,900,924)<\/p>\n
Net decrease in cash and cash equivalents and restricted cash\u00a0
\n $(920,196)\u00a0
\n $(19,427,284)<\/p>\n
Effect of exchange rate changes on cash and cash equivalents\u00a0
\n $155,271\u00a0\u00a0
\n $(150,308)<\/p>\n
Cash and cash equivalents and restricted cash at beginning of year\u00a0
\n $8,611,795\u00a0\u00a0
\n $28,189,387\u00a0<\/p>\n
Cash and cash equivalents and restricted cash at end of year\u00a0
\n $7,846,870\u00a0\u00a0
\n $8,611,795\u00a0<\/p>\n
\u00a0<\/p>\n
Operating Activities\u00a0<\/p>\n
\u00a0<\/p>\n
Net cash provided by operating activities for the year ended December
\n31, 2025 was approximately $15.61 million, primarily attributable to net income of approximately $8.60 million, adjusted for non-cash
\nitem of depreciation and amortization expenses of approximately $2.41 million, stock-based compensation expense of approximately $5.55
\nmillion, change in fair value of warrant liability of approximately $(2.27) million and changes in operating assets and liabilities including:
\n(i) an increase of approximately $1.45 million in accounts payable because we extended the payment cycle, (ii) a decrease of approximately
\n$8.78 million in notes receivables because we prioritized collecting cash rather than accepting notes receivables, and (iii) an increase
\nof approximately $9.34 million in other current and non-current assets because we deposited cash into short-term investment.<\/p>\n
\u00a0<\/p>\n
Net cash provided by operating activities for
\nthe year ended December 31, 2024 was approximately $13.34 million, primarily attributable to net income of approximately $15.15 million,
\nadjusted for non-cash item of depreciation and amortization expenses of approximately $2.25 million, change in fair value of warrant liability
\nof approximately $(1.75) million, change in accrued expense of approximately $2.14 million and changes in operating assets and liabilities
\nincluding: (i) an increase of approximately $11.14 million in other current and non-current assets because we deposited cash into short-term
\ninvestment, (ii) an increase of approximately $5.27 million in due to related parties, and (iii) a decrease of approximately $3.71 million
\nin notes receivables because we prioritized collecting cash rather than accepting notes receivables.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Investing Activities<\/p>\n
\u00a0<\/p>\n
Investing activities resulted a cash outflow of
\napproximately $0.92 million for the fiscal year ended December 31, 2025. Cash used in investing activities for the fiscal year ended December
\n31, 2025 was mainly due to approximately $0.53 million used for purchases of long-term assets and approximately $0.70 million in lend
\nto third parties, offset by approximately $0.28 million in repayment of loans lent to third parties.<\/p>\n
\u00a0<\/p>\n
Investing activities resulted a cash outflow of
\napproximately $1.87 million for the fiscal year ended December 31, 2024. Cash used in investing activities for the fiscal year ended December
\n31, 2024 was mainly due to approximately $1.96 million used for purchases of long-term assets and approximately $0.70 million in lend
\nto third parties, offset by approximately $0.69 million in repayment of loans lent to third parties.<\/p>\n
\u00a0<\/p>\n
Financing Activities<\/p>\n
\u00a0<\/p>\n
Financing activities resulted a cash outflow of
\napproximately $15.61 million for the fiscal year ended December 31, 2025, which was mainly attributable to approximately $7.25 million
\nin notes payable and approximately $6.41 million in repayment of loans from related parties. Such amounts were further offset by approximately
\n$0.27million in proceeds from related parties.<\/p>\n
\u00a0\u00a0<\/p>\n
Financing activities resulted a cash outflow of
\napproximately $30.90 million for the fiscal year ended December 31, 2024, which was mainly attributable to approximately $16.58 million
\nin notes payable and approximately $8.56 million in repayment of short-term bank loans. Such amounts were further offset by approximately
\n$5.56 million in proceeds from short-term bank loans.<\/p>\n
\u00a0<\/p>\n
Credit Risk<\/p>\n
\u00a0<\/p>\n
Assets that potentially subject the Company to
\nsignificant concentration of credit risk primarily consist of cash and cash equivalents. The maximum exposure of such assets to credit
\nrisk is their carrying amount as at the balance sheet dates. As of December\u00a031, 2025, cash and cash equivalents of $39,689,785 were
\ndeposited in financial institutions in the PRC, and each bank account is insured by the PRC government with the maximum limit of RMB500,000
\n(equivalent to $69,800). To limit exposure to credit risk relating to deposits, the Company primarily places cash and cash equivalent
\nwith large financial institutions in China which management believes are of high credit quality and the Company also continually monitors
\ntheir credit worthiness.<\/p>\n
\u00a0<\/p>\n
A majority of the Company\u2019s operations are
\nconducted in the PRC. Accordingly, the Company\u2019s business, financial condition and results of operations may be influenced by the
\npolitical, economic and legal environments in the PRC as well as by the general state of the PRC\u2019s economy. In addition, the Company\u2019s
\nbusiness may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency
\nconversion and remittance abroad, rates and methods of taxation among other factors.<\/p>\n
\u00a0<\/p>\n
Foreign currency risk<\/p>\n
\u00a0<\/p>\n
The Company cannot guarantee that the current
\nexchange rate will remain steady. Therefore, there is a possibility that the Company could post the same amount of profit for two comparable
\nperiods and yet, because of the fluctuating exchange rate, record higher or lower profit depending on exchange rate of RMB converted to
\nU.S. dollars on the relevant dates. The exchange rate could fluctuate depending on changes in the political and economic environment without
\nnotice.<\/p>\n
\u00a0<\/p>\n
Concentration risks<\/p>\n
\u00a0<\/p>\n
Accounts receivable are typically unsecured and
\nderived from goods sold to customers that are located primarily in China, thereby exposed to credit risk. The risk is mitigated by the
\nCompany\u2019s assessment of customers\u2019 creditworthiness and its ongoing monitoring of outstanding balances. The Company has a
\nconcentration of its receivables with specific customers. As of December\u00a031, 2025, three customers accounted for 11.24%, 10.24% and
\n10.12% of total accounts receivable, respectively. As of December\u00a031, 2024, two customers accounted for 12.78% and 10.33% of total
\naccounts receivable, respectively. No other customers accounted for more than 10% of the Company\u2019s total accounts receivable as
\nof December 31, 2025 and 2024.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
For the year ended December\u00a031, 2025, two
\ncustomers accounted for 15.07% and 10.05% of total revenue, respectively. For the year ended December\u00a031, 2024, two customers accounted
\nfor 14.19% and 11.94% of total revenue, respectively. No other customers accounted for more than 10% of the Company\u2019s total revenue
\nfor the fiscal years ended December 31, 2025 and 2024.<\/p>\n
\u00a0<\/p>\n
There were no suppliers representing more than
\n10% of the Company\u2019s total purchases for the years ended December\u00a031, 2025 and 2024, respectively.<\/p>\n
\u00a0<\/p>\n
Critical Accounting Policies and Estimates<\/p>\n
\u00a0<\/p>\n
We prepare our consolidated financial statements
\nin accordance with U.S. GAAP. In applying accounting principles, it is often required to use estimates. These estimates consider the facts,
\ncircumstances and information available, and may be based on subjective inputs, assumptions and information known and unknown to us. Material
\nchanges in certain of the estimates that we use could potentially affect, by a material amount, our consolidated financial position and
\nresults of operations. Although results may vary, we believe our estimates are reasonable and appropriate. See Note 2 to our consolidated
\nfinancial statements included in \u201cItem 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\u201d for a summary of our significant accounting
\npolicies. The following describes certain of our significant accounting policies that involve more subjective and complex judgments where
\nthe effect on our consolidated financial position and operating performance could be material.<\/p>\n
\u00a0<\/p>\n
Revenue Recognition<\/p>\n
\u00a0<\/p>\n
In accordance with ASC Topic 606, \u201cRevenue
\nfrom Contracts with Customers,\u201d the Company recognizes revenues when goods or services are transferred to customers in an amount
\nthat reflects the consideration which the Company expects to receive in exchange for those goods or services. In determining when and
\nhow revenues are recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of
\ncontract with customer\u037e (ii) determination of performance obligations\u037e (iii) measurement of the transaction price\u037e (iv)
\nallocation of the transaction price to the performance obligations, and (v) recognition of revenues when (or as) the Company satisfies
\neach performance obligation. The Company derives revenues from the processing, distribution and sale of its products. The Company recognizes
\nits revenues net of VAT. The Company is subject to VAT which had been levied at the rate of 17% on the invoiced value of sales until April
\n30, 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
\nborne by customers in addition to the invoiced value of sales and input VAT is borne by the Company in addition to the invoiced value
\nof purchases to the extent not refunded for export sales.<\/p>\n
\u00a0<\/p>\n
Revenues are recognized at a point in time once
\nthe Company has determined that the customer has obtained control over the product. Control is typically deemed to have been transferred
\nto the customer when the performance obligation is fulfilled, usually at the time of customers\u2019 acceptance or consumption, at the
\nnet sales price (transaction price) and each of the criteria under ASC 606 have been met. Contract terms may require the Company to deliver
\nthe finished goods to the customers\u2019 location or the customer may pick up the finished goods at the Company\u2019s factory. International
\nsales are recognized when shipment clears customs and leaves the port.<\/p>\n
\u00a0<\/p>\n
The Company adopted ASC 606 on January 1, 2018,
\nusing the transition method of Modified-Retrospective Method (\u201cMRM\u201d). The adoption of ASC 606 had no impact on the Company\u2019s
\nbeginning balance of retained earnings.<\/p>\n
\u00a0<\/p>\n
The Company\u2019s contracts are all short-term
\nin nature with a contract term of one year or less. Receivables are recorded when the Company has an unconditional right to consideration.<\/p>\n
\u00a0<\/p>\n
Business Combination <\/p>\n
\u00a0<\/p>\n
On October 24, 2019, we consummated our Business
\nCombination with Zhongchai Holding following a special meeting of the shareholders, where the shareholders of Greenland considered and
\napproved, among other matters, a proposal to adopt and entered into the Share Exchange Agreement, dated as of July 12, 2019, among (i)
\nGreenland, (ii) Zhongchai Holding, (iii) the Sponsor in the capacity as the Purchaser Representative, and (iv) Cenntro Holding Limited,
\nthe sole member of Zhongchai Holding.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Pursuant to the Share Exchange Agreement, Greenland acquired from Cenntro
\nHolding Limited all of the issued and outstanding equity interests of Zhongchai Holding in exchange for 7,500,000 newly issued ordinary
\nshares, no par value of Greenland, to Cenntro Holding Limited. As a result, Cenntro Holding Limited became the then controlling shareholder
\nof Greenland, and Zhongchai Holding became a directly and wholly owned subsidiary of Greenland. The Business Combination was documented
\nas a reverse merger effected by a share exchange, wherein Zhongchai Holding is considered the acquirer for accounting and financial reporting
\npurposes.<\/p>\n
\u00a0<\/p>\n
Pursuant to that certain finder agreement with
\nHanyi Zhou dated May 29, 2019 (the \u201cFinder Agreement\u201d), 50,000 ordinary shares were issued to Hanyi Zhou as a finder fee for
\nthe Business Combination.<\/p>\n
\u00a0<\/p>\n
Inventories<\/p>\n
\u00a0<\/p>\n
Inventories are stated at the lower of cost or
\nnet realizable value, which is based on estimated selling prices less any further costs expected to be incurred for completion and disposal.
\nCost of raw materials is calculated using the weighted average method and is based on purchase cost. Work-in-progress and finished goods
\ncosts are determined using the weighted average method and comprise direct materials, direct labor and an appropriate proportion of overhead.<\/p>\n
\u00a0<\/p>\n
Income Taxes<\/p>\n
\u00a0<\/p>\n
The Company accounts for income taxes following
\nthe liability method pursuant to FASB ASC 740 \u201cIncome Taxes\u201d. Under this method, deferred tax assets and liabilities are determined
\nbased on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in
\neffect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax
\nassets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets
\nwill 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
\ndate.<\/p>\n
\u00a0<\/p>\n
The Company also follows FASB ASC 740, which addresses
\nthe determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.
\nThe Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will
\nbe sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the
\nfinancial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood
\nof being realized upon ultimate settlement. ASC 740 also provides guidance on recognition, classification, interest and penalties on income
\ntaxes, accounting in interim periods and requires increased disclosures. As of December 31, 2025, the Company did not have any liability
\nfor unrecognized tax benefits. It is the Company\u2019s policy to include penalties and interest expense related to income taxes as a
\ncomponent of other expense and interest expense, respectively, as necessary. The Company\u2019s historical tax years will remain open
\nfor examination by the local authorities until the statute of limitations has passed.<\/p>\n
\u00a0<\/p>\n
Off Balance Sheet Arrangements<\/p>\n
\u00a0<\/p>\n
None.\u00a0<\/p>\n
\u00a0<\/p>\n
ITEM 7A. \u00a0QUANTITATIVE AND QUALITATIVE
\nDISCLOSURES ABOUT MARKET RISK<\/p>\n
\u00a0<\/p>\n
Certain information regarding this Item is contained
\nin Item 7 under the headings \u201cCredit Risk,\u201d \u201cLiquidity Risk,\u201d and \u201cInflation Risk.\u201d\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
ITEM 8. \u00a0FINANCIAL STATEMENTS
\nAND SUPPLEMENTARY DATA<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION<\/p>\n
CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024<\/p>\n
\u00a0<\/p>\n
INDEX<\/p>\n
\u00a0<\/p>\n
CONTENTS \u00a0 PAGE(S) \u00a0 \u00a0 \u00a0 Report of Independent Registered Public Accounting Firm (PCAOB ID: 6907) \u00a0 F-2 \u00a0 \u00a0 \u00a0 Consolidated Balance Sheets\u00a0as of December 31, 2025 and 2024 \u00a0 F-4 \u00a0 \u00a0 \u00a0 Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2025 and 2024 \u00a0 F-6 \u00a0 \u00a0 \u00a0 Consolidated Statements of Changes in Shareholders\u2019 Equity for the Years Ended December 31, 2025 and 2024 \u00a0 F-7 \u00a0 \u00a0 \u00a0 Consolidated Statements of Cash Flows\u00a0for the Years Ended December 31, 2025 and 2024 \u00a0 F-8 \u00a0 \u00a0 \u00a0 Notes to the Consolidated Financial Statements \u00a0 F-10 <\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
\nFIRM<\/p>\n
\u00a0<\/p>\n
To the Board of Directors and Shareholders of<\/p>\n
Greenland Technologies Holding Corporation<\/p>\n
\u00a0<\/p>\n
Opinion on the Financial Statements<\/p>\n
\u00a0<\/p>\n
We have audited the accompanying consolidated
\nbalance sheets of Greenland Technologies Holding Corporation and its subsidiaries. (the \u201cCompany\u201d) as of December\u00a031,
\n2025 and 2024, the related consolidated statements of operations and comprehensive income, changes in shareholders\u2019 equity and cash
\nflows for each of the years ended December 31,2025 and 2024, and the related notes (collectively referred to as the \u201cconsolidated
\nfinancial statements\u201d). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
\nposition of the Company as of December\u00a031,2025 and 2024, and the results of its operations and its cash flows for each of the years
\nended December 31,\u00a02025 and 2024, in conformity with accounting principles generally accepted in the United States of America (\u201cU.S.
\nGAAP\u201d).<\/p>\n
\u00a0<\/p>\n
Basis for Opinion<\/p>\n
\u00a0<\/p>\n
These consolidated financial statements are the
\nresponsibility of the Company\u2019s management. Our responsibility is to express an opinion on the Company\u2019s consolidated financial
\nstatements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
\nStates) (\u201cPCAOB\u201d) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
\nlaws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.<\/p>\n
\u00a0<\/p>\n
We conducted our audits in accordance with the
\nstandards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated
\nfinancial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
\nengaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
\nof internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company\u2019s
\ninternal control over financial reporting. Accordingly, we express no such opinion.<\/p>\n
\u00a0<\/p>\n
Our audits included performing procedures to assess
\nthe risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
\nthat respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
\nconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
\nmanagement, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides
\na reasonable basis for our opinion.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Critical Audit Matters<\/p>\n
\u00a0<\/p>\n
The critical audit matters communicated below
\nare matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated
\nto the audit committee and that: (1) related to accounts or disclosures that were material to the consolidated financial statements and
\n(2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter
\nin any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
\nmatter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.<\/p>\n
\u00a0<\/p>\n
As described in Notes 16 to the consolidated financial
\nstatements, the Company\u2019s warrant liability was $0.07 million as of December 31, 2025, which amount was material to the consolidated
\nfinancial statements as a whole. Management applies significant judgments in estimating fair values of warrant liability including selection
\nof valuation methods and significant assumptions used in valuation such as Black\u2013Scholes model and significant inputs into the model.<\/p>\n
\u00a0<\/p>\n
Our principal audit procedures performed to address
\nthis critical audit matter included the following:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n We obtained an understanding of the controls and processes surrounding the evaluation, initial measurement and revaluation of the warrant liability.<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n We evaluated management\u2019s assessment and the conclusions reached to ensure these instruments were recorded in accordance with the relevant accounting guidance.<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n We evaluated the value of these warrant liability by vouching the related agreement.<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n We reviewed and tested the significant assumption and recalculated related underlying data used in the valuation model used by the management to verify the reasonableness of valuation models used.<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n We performed research to determine that the model was appropriate to the facts and circumstances.<\/p>\n
\u00a0<\/p>\n
The accounts relevant to this critical audit matter
\ninclude the value of the warrant liabilities and the related disclosures in the accompanying Note 16 to the consolidated financial statements.<\/p>\n
\u00a0<\/p>\n
\/s\/ Enrome LLP<\/p>\n
\u00a0<\/p>\n
We have served as the Company\u2019s auditor
\nsince 2024<\/p>\n
\u00a0<\/p>\n
Singapore<\/p>\n
March 23, 2026<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
CONSOLIDATED BALANCE SHEETS<\/p>\n
AS OF DECEMBER 31, 2025 AND 2024<\/p>\n
(AUDITED, IN U.S. DOLLARS)<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n December\u00a031,\u00a0\u00a0
\n December\u00a031,\u00a0<\/p>\n
\u00a0\u00a0
\n 2025\u00a0\u00a0
\n 2024\u00a0<\/p>\n
ASSETS\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0<\/p>\n
Current assets\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0<\/p>\n
Cash and cash equivalents\u00a0
\n $7,775,330\u00a0\u00a0
\n $6,659,142\u00a0<\/p>\n
Restricted cash\u00a0
\n \u00a071,540\u00a0\u00a0
\n \u00a01,952,653\u00a0<\/p>\n
Short term investment\u00a0
\n \u00a024,454,701\u00a0\u00a0
\n \u00a018,535,354\u00a0<\/p>\n
Notes receivable\u00a0
\n \u00a014,704,079\u00a0\u00a0
\n \u00a022,736,700\u00a0<\/p>\n
Accounts receivable, net\u00a0
\n \u00a017,256,479\u00a0\u00a0
\n \u00a015,796,423\u00a0<\/p>\n
Inventories, net\u00a0
\n \u00a024,377,036\u00a0\u00a0
\n \u00a023,378,090\u00a0<\/p>\n
Due from related parties-current, net\u00a0
\n \u00a01,106,417\u00a0\u00a0
\n \u00a0235,497\u00a0<\/p>\n
Advance to suppliers\u00a0
\n \u00a080,757\u00a0\u00a0
\n \u00a01,810,157\u00a0<\/p>\n
Fixed deposit-current\u00a0
\n \u00a02,966,386\u00a0\u00a0
\n \u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Prepayments and other current assets\u00a0
\n \u00a02,472,387\u00a0\u00a0
\n \u00a01,542,743\u00a0<\/p>\n
Total Current Assets\u00a0
\n $95,265,112\u00a0\u00a0
\n $92,646,759\u00a0<\/p>\n
\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
Non-current asset\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
Property, plant, equipment and construction in progress, net\u00a0
\n \u00a011,889,147\u00a0\u00a0
\n \u00a013,140,534\u00a0<\/p>\n
Land use rights, net\u00a0
\n \u00a03,325,188\u00a0\u00a0
\n \u00a03,269,999\u00a0<\/p>\n
Intangible assets\u00a0
\n \u00a068,691\u00a0\u00a0
\n \u00a089,959\u00a0<\/p>\n
Deferred tax assets\u00a0
\n \u00a0446,613\u00a0\u00a0
\n \u00a0426,485\u00a0<\/p>\n
Right-of-use assets\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n \u00a01,624,290\u00a0<\/p>\n
Fixed deposit-non current\u00a0
\n \u00a04,421,828\u00a0\u00a0
\n \u00a04,130,514\u00a0<\/p>\n
Other non-current assets\u00a0
\n \u00a0355,762\u00a0\u00a0
\n \u00a0247,655\u00a0<\/p>\n
Total non-current assets\u00a0
\n $20,507,229\u00a0\u00a0
\n $22,929,436\u00a0<\/p>\n
TOTAL ASSETS\u00a0
\n $115,772,341\u00a0\u00a0
\n $115,576,195\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
CONSOLIDATED BALANCE SHEETS<\/p>\n
AS OF DECEMBER 31, 2025 AND 2024 (Continued)<\/p>\n
(AUDITED, IN U.S. DOLLARS)<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n December\u00a031,\u00a0\u00a0
\n December\u00a031,\u00a0<\/p>\n
\u00a0\u00a0
\n 2025\u00a0\u00a0
\n 2024\u00a0<\/p>\n
\u00a0\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0<\/p>\n
Current Liabilities\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0<\/p>\n
Notes payable-bank acceptance notes\u00a0
\n $12,759,720\u00a0\u00a0
\n $19,366,241\u00a0<\/p>\n
Accounts payable\u00a0
\n \u00a025,604,917\u00a0\u00a0
\n \u00a023,102,944\u00a0<\/p>\n
Taxes payables\u00a0
\n \u00a01,622,509\u00a0\u00a0
\n \u00a01,200,681\u00a0<\/p>\n
Contract liabilities\u00a0
\n \u00a093,698\u00a0\u00a0
\n \u00a0328,873\u00a0<\/p>\n
Due to related parties\u00a0
\n \u00a05,275,011\u00a0\u00a0
\n \u00a09,037,543\u00a0<\/p>\n
Other current liabilities\u00a0
\n \u00a02,941,871\u00a0\u00a0
\n \u00a03,985,008\u00a0<\/p>\n
Lease liabilities\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n \u00a0516,673\u00a0<\/p>\n
Total current liabilities\u00a0
\n $48,297,726\u00a0\u00a0
\n $57,537,963\u00a0<\/p>\n
\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
Non-current liabilities\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
Lease liabilities\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n \u00a01,167,941\u00a0<\/p>\n
Deferred revenue\u00a0
\n \u00a01,083,784\u00a0\u00a0
\n \u00a01,263,180\u00a0<\/p>\n
Warrant liability\u00a0
\n \u00a070,910\u00a0\u00a0
\n \u00a02,338,223\u00a0<\/p>\n
Total non-current liabilities\u00a0
\n $1,154,694\u00a0\u00a0
\n $4,769,344\u00a0<\/p>\n
TOTAL LIABILITIES\u00a0
\n $49,452,420\u00a0\u00a0
\n $62,307,307\u00a0<\/p>\n
\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
COMMITMENTS AND CONTINGENCIES\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0<\/p>\n
Shareholders\u2019 equity\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
Ordinary shares, no par value, unlimited shares authorized; 17,394,226 \u00a0and 13,594,530 shares issued and outstanding as of December\u00a031, 2025 and December\u00a031, 2024.<\/p>\n
\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0<\/p>\n
Additional paid-in capital\u00a0
\n \u00a033,017,917\u00a0\u00a0
\n \u00a027,470,361\u00a0<\/p>\n
Statutory reserves\u00a0
\n \u00a03,842,331\u00a0\u00a0
\n \u00a03,842,331\u00a0<\/p>\n
Retained earnings\u00a0
\n \u00a037,533,648\u00a0\u00a0
\n \u00a032,602,105\u00a0<\/p>\n
Accumulated other comprehensive loss\u00a0
\n \u00a0(1,452,410)\u00a0
\n \u00a0(3,707,100)<\/p>\n
Total shareholders\u2019 equity attributed to Greenland Technologies Holding Corporation and subsidiaries\u00a0
\n $72,941,486\u00a0\u00a0
\n $60,207,697\u00a0<\/p>\n
Non-controlling interest\u00a0
\n \u00a0(6,621,565)\u00a0
\n \u00a0(6,938,809)<\/p>\n
TOTAL SHAREHOLDERS\u2019 EQUITY\u00a0
\n $66,319,921\u00a0\u00a0
\n $53,268,888\u00a0<\/p>\n
\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
TOTAL LIABILITIES AND SHAREHOLDERS\u2019 EQUITY\u00a0
\n $115,772,341\u00a0\u00a0
\n $115,576,195\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
See accompanying notes to the consolidated financial
\nstatements.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
\nINCOME<\/p>\n
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024<\/p>\n
(AUDITED, IN U.S. DOLLARS)<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n For the years ended
December 31,\u00a0<\/p>\n
\u00a0\u00a0
\n 2025\u00a0\u00a0
\n 2024\u00a0<\/p>\n
Revenues\u00a0
\n $90,694,007\u00a0\u00a0
\n $83,944,661\u00a0<\/p>\n
Cost of goods sold\u00a0
\n \u00a062,248,455\u00a0\u00a0
\n \u00a061,411,693\u00a0<\/p>\n
Gross profit\u00a0
\n \u00a028,445,552\u00a0\u00a0
\n \u00a022,532,968\u00a0<\/p>\n
Selling expenses\u00a0
\n \u00a01,735,358\u00a0\u00a0
\n \u00a02,148,659\u00a0<\/p>\n
General and administrative expenses\u00a0
\n \u00a015,267,842\u00a0\u00a0
\n \u00a04,853,768\u00a0<\/p>\n
Research and development expenses\u00a0
\n \u00a03,920,274\u00a0\u00a0
\n \u00a02,936,399\u00a0<\/p>\n
Total operating expenses\u00a0
\n $20,923,474\u00a0\u00a0
\n $9,938,826\u00a0<\/p>\n
INCOME FROM OPERATIONS\u00a0
\n $7,522,078\u00a0\u00a0
\n $12,594,142\u00a0<\/p>\n
Interest income\u00a0
\n \u00a0677,386\u00a0\u00a0
\n \u00a0864,390\u00a0<\/p>\n
Interest expense\u00a0
\n \u00a0(111,663)\u00a0
\n \u00a0(84,243)<\/p>\n
Loss (gain) on disposal of property, plant, equipment\u00a0
\n \u00a0(3,999)\u00a0
\n \u00a05,863\u00a0<\/p>\n
Change in fair value of the warrant liability\u00a0
\n \u00a02,267,313\u00a0\u00a0
\n \u00a01,746,382\u00a0<\/p>\n
Government subsidies income\u00a0
\n \u00a0812,873\u00a0\u00a0
\n \u00a0881,175\u00a0<\/p>\n
Other income\u00a0
\n \u00a0946,097\u00a0\u00a0
\n \u00a0659,204\u00a0<\/p>\n
INCOME BEFORE INCOME TAX\u00a0
\n $12,110,085\u00a0\u00a0
\n $16,666,913\u00a0<\/p>\n
INCOME TAX EXPENSE\u00a0
\n \u00a03,511,822\u00a0\u00a0
\n \u00a01,512,758\u00a0<\/p>\n
NET INCOME\u00a0
\n $8,598,263\u00a0\u00a0
\n $15,154,155\u00a0<\/p>\n
LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST\u00a0
\n \u00a03,666,720\u00a0\u00a0
\n \u00a01,087,183\u00a0<\/p>\n
NET INCOME ATTRIBUTABLE TO GREENLAND TECHNOLOGIES HOLDING CORPORATION AND SUBSIDIARIES\u00a0
\n $4,931,543\u00a0\u00a0
\n $14,066,972\u00a0<\/p>\n
OTHER COMPREHENSIVE INCOME (LOSS):\u00a0
\n \u00a02,518,278\u00a0\u00a0
\n \u00a0(1,218,261)<\/p>\n
Unrealized foreign currency translation income (loss) attributable to Greenland Technologies Holding Corporation and subsidiaries\u00a0
\n \u00a02,254,690\u00a0\u00a0
\n \u00a0(1,123,306)<\/p>\n
Unrealized foreign currency translation income (loss) attributable to non-controlling interest\u00a0
\n \u00a0263,588\u00a0\u00a0
\n \u00a0(94,955)<\/p>\n
Total comprehensive income attributable to Greenland technologies holding corporation and subsidiaries\u00a0
\n \u00a07,186,233\u00a0\u00a0
\n \u00a012,943,666\u00a0<\/p>\n
Total comprehensive income attributable to noncontrolling interest\u00a0
\n \u00a03,930,308\u00a0\u00a0
\n \u00a0992,228\u00a0<\/p>\n
WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING:\u00a0
\n \u00a016,145,011\u00a0\u00a0
\n \u00a013,594,530\u00a0<\/p>\n
Basic and diluted\u00a0
\n \u00a00.31\u00a0\u00a0
\n \u00a01.03\u00a0<\/p>\n
\u00a0<\/p>\n
See accompanying notes to the consolidated financial
\nstatements.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS\u2019
\nEQUITY<\/p>\n
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024<\/p>\n
(AUDITED, IN U.S. DOLLARS)<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n Total
shareholders\u2019
equity
attributed to
Greenland
Technologies
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n Ordinary Shares
\n \u00a0
\n \u00a0
\n Additional
\n \u00a0
\n \u00a0
\n Accumulated
Other
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n Holding
Corporation
\n \u00a0
\n \u00a0
\n Non-
\n \u00a0
\n \u00a0
\n Total
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n No Par Value
\n \u00a0
\n \u00a0
\n Paid-in
\n \u00a0
\n \u00a0
\n Comprehensive
\n \u00a0
\n \u00a0
\n Statutory
\n \u00a0
\n \u00a0
\n Retained
\n \u00a0
\n \u00a0
\n and
\n \u00a0
\n \u00a0
\n controlling
\n \u00a0
\n \u00a0
\n Shareholders\u2019
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n Shares
\n \u00a0
\n \u00a0
\n Amount
\n \u00a0
\n \u00a0
\n Capital
\n \u00a0
\n \u00a0
\n Income\/(loss)
\n \u00a0
\n \u00a0
\n Reserve
\n \u00a0
\n \u00a0
\n Earnings
\n \u00a0
\n \u00a0
\n subsidiaries
\n \u00a0
\n \u00a0
\n Interest
\n \u00a0
\n \u00a0
\n Equity
\n \u00a0<\/p>\n
Balance as of December\u00a031, 2023
\n \u00a0
\n \u00a0
\n 13,594,530
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n $
\n 30,286,560
\n \u00a0
\n \u00a0
\n $
\n (2,583,794
\n )
\n \u00a0
\n \u00a0
\n 3,842,331
\n \u00a0
\n \u00a0
\n $
\n 18,535,133
\n \u00a0
\n \u00a0
\n $
\n 50,080,230
\n \u00a0
\n \u00a0
\n $
\n 573,171
\n \u00a0
\n \u00a0
\n $
\n 50,653,401
\n \u00a0<\/p>\n
Capital reduction for non-controlling interests
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n (2,816,199
\n )
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n (2,816,199
\n )
\n \u00a0
\n \u00a0
\n (2,570,108
\n )
\n \u00a0
\n \u00a0
\n (5,386,307
\n )<\/p>\n
Net income
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n 14,066,972
\n \u00a0
\n \u00a0
\n \u00a0
\n 14,066,972
\n \u00a0
\n \u00a0
\n \u00a0
\n 1,087,183
\n \u00a0
\n \u00a0
\n \u00a0
\n 15,154,155
\n \u00a0<\/p>\n
Dividend
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n (5,934,100
\n )
\n \u00a0
\n \u00a0
\n (5,934,100
\n )<\/p>\n
Foreign currency translation adjustment
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n (1,123,306
\n )
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n (1,123,306
\n )
\n \u00a0
\n \u00a0
\n (94,955
\n )
\n \u00a0
\n \u00a0
\n (1,218,261
\n )<\/p>\n
Balance as of December\u00a031, 2024
\n \u00a0
\n \u00a0
\n 13,594,530
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n $
\n 27,470,361
\n \u00a0
\n \u00a0
\n $
\n (3,707,100
\n )
\n \u00a0
\n \u00a0
\n 3,842,331
\n \u00a0
\n \u00a0
\n $
\n 32,602,105
\n \u00a0
\n \u00a0
\n \u00a0
\n 60,207,697
\n \u00a0
\n \u00a0
\n $
\n (6,938,809
\n )
\n \u00a0
\n $
\n 53,268,888
\n \u00a0<\/p>\n
Share issuance for stock based compensation
\n \u00a0
\n \u00a0
\n 3,799,696
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a05,547,556
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n 5,547,556
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n 5,547,556
\n \u00a0<\/p>\n
Net income
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n 4,931,543
\n \u00a0
\n \u00a0
\n \u00a0
\n 4,931,543
\n \u00a0
\n \u00a0
\n \u00a0
\n 3,666,720
\n \u00a0
\n \u00a0
\n \u00a0
\n 8,598,263
\n \u00a0<\/p>\n
Dividend
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n (3,613,064
\n )
\n \u00a0
\n \u00a0
\n (3,613,064
\n )<\/p>\n
Foreign currency translation adjustment
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n 2,254,690
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n 2,254,690
\n \u00a0
\n \u00a0
\n \u00a0
\n 263,588
\n \u00a0
\n \u00a0
\n \u00a0
\n 2,518,278
\n \u00a0<\/p>\n
Balance as of December\u00a031, 2025
\n \u00a0
\n \u00a0
\n 17,394,226
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n $
\n \u00a033,017,917
\n \u00a0
\n \u00a0
\n $
\n (1,452,410
\n )
\n \u00a0
\n \u00a0
\n 3,842,331
\n \u00a0
\n \u00a0
\n $
\n \u00a037,533,648
\n \u00a0
\n \u00a0
\n \u00a0
\n 72,941,486
\n \u00a0
\n \u00a0
\n $
\n (6,621,565
\n )
\n \u00a0
\n $
\n 66,319,921
\n \u00a0<\/p>\n
\u00a0<\/p>\n
See accompanying notes to the consolidated financial
\nstatements.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
CONSOLIDATED STATEMENTS OF CASH FLOWS<\/p>\n
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024<\/p>\n
(AUDITED, IN U.S. DOLLARS)<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n For the years ended
December 31,\u00a0<\/p>\n
\u00a0\u00a0
\n 2025\u00a0\u00a0
\n 2024\u00a0<\/p>\n
CASH FLOWS FROM OPERATING ACTIVITIES:\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0<\/p>\n
Net income\u00a0
\n $8,598,263\u00a0\u00a0
\n $15,154,155\u00a0<\/p>\n
Adjustments to reconcile net income to net cash provided by operating activities:\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
Depreciation and amortization\u00a0
\n \u00a02,407,709\u00a0\u00a0
\n \u00a02,245,272\u00a0<\/p>\n
Amortization of deferred subsidy\u00a0
\n \u00a0(228,357)\u00a0
\n \u00a0(228,097)<\/p>\n
Loss (gain) on disposal of property, plant, equipment\u00a0
\n \u00a03,999\u00a0\u00a0
\n \u00a0(5,863)<\/p>\n
Increase (Decrease)\u00a0in allowance for credit losses\u00a0
\n \u00a015,596\u00a0\u00a0
\n \u00a0(856,311)<\/p>\n
Increase (Decrease) in provision for inventories\u00a0
\n \u00a01,042,942\u00a0\u00a0
\n \u00a0(88,966)<\/p>\n
Change in fair value of warrant liability\u00a0
\n \u00a0(2,267,313)\u00a0
\n \u00a0(1,746,382)<\/p>\n
Uncollectible accounts written off\u00a0
\n \u00a01,705,312\u00a0\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0<\/p>\n
Stock based compensation expense\u00a0
\n \u00a05,547,556\u00a0\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0<\/p>\n
Deferred tax assets\u00a0
\n \u00a0(1,415)\u00a0
\n \u00a0(179,486)<\/p>\n
Non-cash lease expenses\u00a0
\n \u00a0254,594\u00a0\u00a0
\n \u00a0419,315\u00a0<\/p>\n
Accrued interest income derived from loan to related parties\u00a0
\n \u00a0(9,520)\u00a0
\n \u00a0(2,385)<\/p>\n
Accrued expense\u00a0
\n \u00a0(490,117)\u00a0
\n \u00a02,141,850\u00a0<\/p>\n
Changes in operating assets and liabilities:\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
Increase (Decrease) In:\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
Accounts receivable\u00a0
\n \u00a0(1,692,338)\u00a0
\n \u00a01,109,710\u00a0<\/p>\n
Notes receivable\u00a0
\n \u00a08,783,986\u00a0\u00a0
\n \u00a03,709,933\u00a0<\/p>\n
Inventories\u00a0
\n \u00a0(1,058,340)\u00a0
\n \u00a0689,511\u00a0<\/p>\n
Advance to suppliers\u00a0
\n \u00a01,732,340\u00a0\u00a0
\n \u00a0(1,523,769)<\/p>\n
Other current and noncurrent assets\u00a0
\n \u00a0(9,336,598)\u00a0
\n \u00a0(11,135,346)<\/p>\n
Increase (Decrease) In:\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
Accounts payable\u00a0
\n \u00a01,449,981\u00a0\u00a0
\n \u00a0(1,522,081)<\/p>\n
Contract liabilities\u00a0
\n \u00a0(239,980)\u00a0
\n \u00a0195,039\u00a0<\/p>\n
Other current liabilities\u00a0
\n \u00a0(669,329)\u00a0
\n \u00a0(371,959)<\/p>\n
Income tax payables\u00a0
\n \u00a0374,904\u00a0\u00a0
\n \u00a0469,757\u00a0<\/p>\n
Due to related parties\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n \u00a05,273,747\u00a0<\/p>\n
Lease liabilities\u00a0
\n \u00a0(314,918)\u00a0
\n \u00a0(405,758)<\/p>\n
NET CASH PROVIDED BY OPERATING ACTIVITIES\u00a0
\n $15,608,957\u00a0\u00a0
\n $13,341,886\u00a0<\/p>\n
\u00a0<\/p>\n
See accompanying notes to the consolidated financial
\nstatements.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
CONSOLIDATED STATEMENTS OF CASH FLOWS<\/p>\n
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
\n(Continued)<\/p>\n
(AUDITED, IN U.S. DOLLARS)<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n For the years ended
December 31\u00a0<\/p>\n
\u00a0\u00a0
\n 2025\u00a0\u00a0
\n 2024\u00a0<\/p>\n
CASH FLOWS FROM INVESTING ACTIVITIES:\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0<\/p>\n
Purchases of property, plant, equipment\u00a0
\n $(525,718)\u00a0
\n $(1,964,276)<\/p>\n
Loan payment to third parties\u00a0
\n \u00a0(695,652)\u00a0
\n \u00a0(694,859)<\/p>\n
Repayment of loans lend to third parties\u00a0
\n \u00a0278,261\u00a0\u00a0
\n \u00a0694,859\u00a0<\/p>\n
Proceeds from sale of property, plant and equipment\u00a0
\n \u00a023,516\u00a0\u00a0
\n \u00a096,030\u00a0<\/p>\n
NET CASH USED IN INVESTING ACTIVITES\u00a0
\n $(919,593)\u00a0
\n $(1,868,246)<\/p>\n
\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
CASH FLOWS FROM FINANCING ACTIVITIES:\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
Proceeds from short-term bank loans\u00a0
\n $<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n $5,558,875\u00a0<\/p>\n
Repayments of short-term bank loans\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n \u00a0(8,560,668)<\/p>\n
Notes payable\u00a0
\n \u00a0(7,252,870)\u00a0
\n \u00a0(16,578,724)<\/p>\n
Dividend paid\u00a0
\n \u00a0(2,221,760)\u00a0
\n \u00a0(5,934,100)<\/p>\n
Capital reduction for non-controlling interests\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n \u00a0(5,386,307)<\/p>\n
Proceeds from related parties\u00a0
\n \u00a0271,000\u00a0\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0<\/p>\n
Repayment of loans from related parties\u00a0
\n \u00a0(6,405,930)\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0<\/p>\n
NET CASH USED IN FINANCING ACTIVITES\u00a0
\n $(15,609,560)\u00a0
\n $(30,900,924)<\/p>\n
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH\u00a0
\n $(920,196)\u00a0
\n $(19,427,284)<\/p>\n
Effect of exchange rate changes on cash\u00a0
\n \u00a0155,271\u00a0\u00a0
\n \u00a0(150,308)<\/p>\n
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR\u00a0
\n \u00a08,611,795\u00a0\u00a0
\n \u00a028,189,387\u00a0<\/p>\n
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF\u00a0PERIOD\u00a0
\n $7,846,870\u00a0\u00a0
\n $8,611,795\u00a0<\/p>\n
Bank balances and cash\u00a0
\n \u00a07,775,330\u00a0\u00a0
\n \u00a06,659,142\u00a0<\/p>\n
Bank balances and cash included in assets classified as restricted cash\u00a0
\n \u00a071,540\u00a0\u00a0
\n \u00a01,952,653\u00a0<\/p>\n
\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
Supplemental Disclosure of Cash Flow Information\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
Income taxes paid\u00a0
\n \u00a03,094,942\u00a0\u00a0
\n \u00a01,593,305\u00a0<\/p>\n
Interest paid\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n \u00a048,441\u00a0<\/p>\n
\u00a0<\/p>\n
See accompanying notes to the consolidated financial
\nstatements.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 1 \u2013 ORGANIZATION AND PRINCIPAL ACTIVITIES<\/p>\n
\u00a0<\/p>\n
Greenland Technologies Holding Corporation (the
\n\u201cCompany\u201d or \u201cGreenland\u201d) designs, develops, manufactures and sells components and products for the global material
\nhandling industries.<\/p>\n
\u00a0<\/p>\n
Through its subsidiaries in People\u2019s Republic
\nof China (the \u201cPRC\u201d or \u201cChina\u201d), Greenland offers transmission products, which are key components for forklift
\ntrucks used in manufacturing and logistic applications, such as factories, workshops, warehouses, fulfilment centers, shipyards, and seaports.
\nForklifts play an important role in the logistic systems of many companies across different industries in China and globally. Generally,
\nindustries with the largest demand for forklifts include the transportation, warehousing logistics, electrical machinery, and automobile
\nindustries.<\/p>\n
\u00a0<\/p>\n
Greenland\u2019s transmission products are used
\nin 1-ton to 15-tons forklift trucks, some with mechanical shift and some with automatic shift. Greenland sells these transmission products
\ndirectly to forklift-truck manufacturers. In the fiscal years ended December 31, 2025 and 2024, Greenland sold an aggregate of 166,317
\nand 149,597 sets of transmission products, respectively, to more than 100 forklift manufacturers in the PRC.<\/p>\n
\u00a0<\/p>\n
In January 2020, Greenland formed HEVI Corp. (\u201cHEVI\u201d)
\nto focus on the production and sale of electric industrial vehicles to meet the increasing demand for electric industrial vehicles and
\nmachinery powered by sustainable energy to reduce air pollution and lower carbon emissions. HEVI is a wholly owned subsidiary of Greenland
\nincorporated under the laws of the State of Delaware. Prior to 2025, HEVI had been manufacturing and selling electric industrial vehicle
\nproducts. However, substantially all of HEVI\u2019s business operations have been suspended since 2025 due to uncertainty regarding tariff
\npolicy. HEVI intends to resume operations once the policy environment stabilizes. HEVI\u2019s electric industrial vehicle products (which
\nit are not currently being offered as a result of the suspension of its operations) include GEF-series electric forklifts, a series of
\nlithium powered forklifts with three models ranging in size from 1.8 tons to 3.5 tons, GEL-1800, a 1.8-ton rated load lithium powered
\nelectric wheeled front loader, GEX-8000, an all-electric 8.0 ton rated load lithium powered wheeled excavator, and GEL-5000, an all-electric
\n5.0 ton rated load lithium wheeled front loader. In addition, in April 2023, HEVI introduced a line of mobile DC battery chargers that
\nsupport DC powered EV applications in the North America market. In July 2024, HEVI announced a partnership with Lonking Holdings Limited
\nto develop and distribute heavy electric machinery and related technology specialized for the U.S. market. In August 2024, HEVI launched
\nits H55L all-electric wheeled front-end loader, which can lift up to six tons in indoor and outdoor applications without the mess and
\nemissions of diesel, and the H65L all-electric wheeled front-end loader, a lithium battery wheeled front-end loader.<\/p>\n
\u00a0<\/p>\n
Greenland is the parent company of HEVI and Greenland
\nHolding Enterprises Inc. (\u201cGreenland Holding\u201d), a holding company formed in the State of Delaware on August 28, 2023, which
\nin turn acts as the holding company for Zhongchai Holding (Hong Kong) Limited, a holding company formed under the laws of the Hong Kong
\nAdministrative Region of the PRC (\u201cHong Kong\u201d) on April 23, 2009 (\u201cZhongchai Holding\u201d). Zhongchai Holding\u2019s
\nsubsidiaries include Zhejiang Zhongchai Machinery Co. Ltd., an operating company formed under the laws of the PRC in 2005 (\u201cZhejiang
\nZhongchai\u201d), Hangzhou Greenland Energy Technologies Co., Ltd. (\u201cHangzhou Greenland\u201d), an operating company formed under
\nthe laws of the PRC in 2019, and Hengyu Capital Limited, a company formed in Hong Kong on August 16, 2022 (\u201cHengyu Capital\u201d).
\nThrough Zhongchai Holding and its subsidiaries, Greenland develops and manufactures traditional transmission products for material handling
\nmachinery in the PRC.<\/p>\n
\u00a0<\/p>\n
Greenland was incorporated on December 28, 2017 as a British Virgin
\nIslands business company with limited liability. Following the Business Combination (as described and defined below) in October 2019,
\nthe Company changed its name from Greenland Acquisition Corporation to Greenland Technologies Holding Corporation.\u00a0
\u00a0<\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 1 \u2013 ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)<\/p>\n
\u00a0<\/p>\n
The Company\u2019s Shareholders<\/p>\n
\u00a0<\/p>\n
As of December 31, 2025, Trendway Capital Limited
\nowned 34.56% of Greenland\u2019s outstanding ordinary shares. Trendway Capital Limited is controlled and beneficially owned by Mr. Peter
\nZuguang Wang, the chairman of the board of directors of the Company.<\/p>\n
\u00a0<\/p>\n
The Company\u2019s Subsidiaries<\/p>\n
\u00a0<\/p>\n
Zhongchai Holding, the indirect wholly owned subsidiary
\nof the Company, owns 89.47% of the equity interest in Zhejiang Zhongchai, 100% of the equity interest in Hangzhou Greenland and 62.5%
\nof the equity interest in Hengyu Capital. HEVI is a wholly owned subsidiary of Greenland. Greenland Holding is a wholly owned subsidiary
\nof the Company and holds 100% of the equity interests in Zhongchai Holding.<\/p>\n
\u00a0<\/p>\n
Zhejiang Zhongchai<\/p>\n
\u00a0<\/p>\n
Zhejiang Zhongchai, a limited liability company
\nregistered on November 21, 2005, is the direct operating subsidiary of Zhongchai Holding in the PRC. On April 5, 2007, Usunco Automotive
\nLimited (\u201cUsunco\u201d), a British Virgin Islands limited liability company, invested US$8,000,000 for purchasing approximately
\n75.4717% equity interest of Zhejiang Zhongchai. On December 16, 2009, Usunco agreed to transfer its 75.4717% interest in Zhejiang Zhongchai
\nto Zhongchai Holding. On April 26, 2010, Xinchang County Keyi Machinery Co., Ltd. transferred 24.5283% equity interest it owned in Zhejiang
\nZhongchai to Zhongchai Holding in exchange for a consideration of US$2.6 million. On November 1, 2017, Xinchang County Jiuxin Investment
\nManagement Partnership (LP) (\u201cJiuxin\u201d), an entity controlled and beneficially owned by Mr. He Mengxing, president of Zhejiang
\nZhongchai, completed its investment of approximately RMB31,590,000 in Zhejiang Zhongchai for 10.53% of its interest. On December 29, 2021,
\nXinchang County Jiuhe Investment Management Partnership (LP) (\u201cJiuhe\u201d), an entity controlled and beneficially owned by Mr.
\nHe Mengxing, president of Zhejiang Zhongchai, completed its investment of approximately RMB34,300,000 in Zhejiang Zhongchai for 20.00%
\nof its interest. On November 25, 2024, Jiuhe withdrew its investment in Zhejiang Zhongchai. As a result, the equity interests in Zhejiang
\nZhongchai was redistributed between Zhongchai Holding and Jiuxin. As of December 31, 2025, Zhongchai Holding owned approximately 89.47%
\nof the equity interests and Jiuxin owned approximately 10.53% of the equity interests.<\/p>\n
\u00a0<\/p>\n
Through Zhejiang Zhongchai, the Company has been
\nengaging in the manufacturing and sales of transmission systems mainly for forklift trucks since 2006. These forklift trucks are used
\nin manufacturing and logistics applications, such as factory, workshop, warehouse, fulfilment centers, shipyards and seaports. The transmission
\nsystems are the key components for forklift trucks. The Company supplies transmission systems to forklift truck manufacturers. Its transmission
\nsystems fit for forklift trucks ranging from 1 to 15 tons, with either mechanical shift or automatic shift. All the products are currently
\nmanufactured at the Company\u2019s facility in Xinchang, Zhejiang Province, the PRC and are sold to both domestic and oversea markets.<\/p>\n
\u00a0<\/p>\n
Hangzhou Greenland<\/p>\n
\u00a0<\/p>\n
Hangzhou Greenland is a limited liability company
\nregistered on August 9, 2019 in Hangzhou Sunking Plaza, Zhejiang, the PRC. Hangzhou Greenland engages in the business of trading construction
\nengineering machinery, electronic components, hardware, and others.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 1 \u2013 ORGANIZATION AND PRINCIPAL ACTIVITIES
\n(CONTINUED)<\/p>\n
\u00a0<\/p>\n
HEVI<\/p>\n
\u00a0<\/p>\n
HEVI was incorporated on January 14, 2020 under
\nthe laws of the State of Delaware. HEVI is a wholly owned subsidiary of Greenland and promotes sales of sustainable alternative products
\nfor the heavy industrial equipment industry, including electric industrial vehicles, in the North American market.<\/p>\n
\u00a0<\/p>\n
Hengyu Capital<\/p>\n
\u00a0<\/p>\n
Hengyu Capital is a limited liability company
\nregistered on August 16, 2022 in Hong Kong. The main business of Hengyu Capital is to engage in investment management and consulting services.<\/p>\n
\u00a0<\/p>\n
Greenland Holding Enterprises Inc.<\/p>\n
\u00a0<\/p>\n
Greenland Holding Enterprises Inc. is a holding
\ncompany registered on August 28, 2023 in the State of Delaware with no operations.<\/p>\n
\u00a0<\/p>\n
Details of the Company\u2019s subsidiaries, which
\nare included in these consolidated financial statements as of December 31, 2025, are as follows:<\/p>\n
\u00a0<\/p>\n
Name\u00a0 Domicile and
Date of
Incorporation\u00a0 Paid-in
Capital\u00a0 Ownership
Percentage\u00a0\u00a0 Principal Activities Zhongchai Holding (Hong Kong) Limited\u00a0 Hong Kong
April 23, 2009\u00a0 HKD 10,000\u00a0\u00a0 \u00a0100%\u00a0 Holding Zhejiang Zhongchai Machinery Co., Ltd.\u00a0 PRC
November 21, 2005\u00a0 RMB 20,000,000\u00a0\u00a0 \u00a089.47%\u00a0 Manufacture, sale of various transmission boxes Hangzhou Greenland Energy Technologies Co., Ltd.\u00a0 PRC
August 9, 2019\u00a0 RMB 8,669,482\u00a0\u00a0 \u00a0100%\u00a0 Trading HEVI Corp.\u00a0 Delaware
January 14, 2020\u00a0 USD 6,363,557\u00a0\u00a0 \u00a0100%\u00a0 U.S. operation and distribution of electric industrial vehicles for North American market Hengyu Capital, Ltd\u00a0 Hong Kong
August 16, 2022\u00a0 HKD 10,000\u00a0\u00a0 \u00a062.5%\u00a0 Investment management and consulting services Greenland Holding Enterprises Inc.\u00a0 Delaware
August 28, 2023\u00a0 USD 1\u00a0\u00a0 \u00a0100%\u00a0 Holding <\/p>\n
\u00a0<\/p>\n
NOTE 2 \u2013 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES<\/p>\n
\u00a0<\/p>\n
Basis of Presentation<\/p>\n
\u00a0<\/p>\n
The accompanying consolidated financial statements
\nare prepared in accordance with accounting principles generally accepted in the United States of America (\u201cU.S. GAAP\u201d) for
\ninformation pursuant to the rules and regulations of the U.S. Securities and Exchange Commission.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 2 \u2013 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)<\/p>\n
\u00a0<\/p>\n
Principles of Consolidation<\/p>\n
\u00a0<\/p>\n
The consolidated financial statements are prepared
\nin accordance with U.S. GAAP. The consolidated financial statements include the consolidated financial statements of the Company and its
\nsubsidiaries, which include Hong Kong-registered entities and PRC-registered entities directly or indirectly owned by the Company. All
\ntransactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. The results of subsidiaries
\nacquired or disposed of are recorded in the consolidated income statements from the effective date of acquisition or up to the effective
\ndate of disposal, as appropriate.<\/p>\n
\u00a0<\/p>\n
A subsidiary is an entity in which (i) the Company
\ndirectly or indirectly controls more than 50% of the voting power; or (ii) the Company has the power to appoint or remove the majority
\nof the members of the board of directors or to cast a majority of votes at the meetings of the board of directors or to govern the financial
\nand operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders.<\/p>\n
\u00a0<\/p>\n
Use of Estimates<\/p>\n
\u00a0<\/p>\n
The preparation of consolidated financial statements
\nin conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
\ndisclosures of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of
\nrevenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews
\nthese estimates and assumptions in light of currently available information. In accordance with ASC 250, changes in estimates resulting
\nfrom changes in facts and circumstances are recognized in the period in which such changes occur. The Company bases its estimates on past
\nexperience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about
\nthe carrying values of assets and liabilities. Estimates are used when accounting for matters including, but not limited to, allowances
\nfor expected credit losses, inventory provisions, useful lives and impairment of long-lived assets, and valuation allowances for deferred
\ntax assets.<\/p>\n
\u00a0<\/p>\n
Non-controlling Interest<\/p>\n
\u00a0<\/p>\n
Non-controlling interests in the Company\u2019s
\nsubsidiaries are recorded in accordance with the provisions of Financial Accounting Standards Board (\u201cFASB\u201d) Accounting Standards
\nCodification 810 Consolidation (\u201cASC 810\u201d) and are reported as a component of equity, separate from the parent\u2019s equity.
\nPurchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations
\nattributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest
\nsold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.<\/p>\n
\u00a0<\/p>\n
Foreign Currency Translation<\/p>\n
\u00a0<\/p>\n
Since the Company operates primarily in the PRC,
\nthe Company\u2019s functional currency is the Renminbi (\u201cRMB\u201d). The Company\u2019s consolidated financial statements have
\nbeen translated into the reporting currency of the United States Dollar (\u201cUSD\u201d, \u201cUS$\u201d or \u201c$\u201d). Assets
\nand liabilities of the Company are translated at the exchange rate at each reporting period end date. Equity is translated at the historical
\nexchange rate when the transaction occurs. Income and expense accounts are translated at the average rate of exchange during the reporting
\nperiod. The resulting translation adjustments are reported under other comprehensive income (loss). Gains and losses resulting from the
\ntranslation of foreign currency transactions and balances are reflected in the results of operations.<\/p>\n
\u00a0<\/p>\n
The exchange rates used to translate amounts in
\nRMB into USD for the purposes of preparing the audited consolidated financial statements or otherwise\u00a0disclosed in this\u00a0report
\nwere as follows:<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n As of\u00a0<\/p>\n
\u00a0\u00a0
\n December\u00a031,
2025\u00a0\u00a0
\n December\u00a031,
2024\u00a0<\/p>\n
Period end RMB: US$ exchange rate\u00a0
\n \u00a06.9931\u00a0\u00a0
\n \u00a07.2993\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n For the years ended
December\u00a031,\u00a0<\/p>\n
\u00a0\u00a0
\n 2025\u00a0\u00a0
\n 2024\u00a0<\/p>\n
Period average RMB: US$ exchange rate\u00a0
\n \u00a07.1875\u00a0\u00a0
\n \u00a07.1957\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 2 \u2013 SUMMARY OF SIGNIFICANT ACCOUNTING
\nPOLICIES (CONTINUED)<\/p>\n
\u00a0<\/p>\n
The RMB is not freely convertible into foreign
\ncurrency and all foreign exchange transactions must take place through authorized institutions.\u00a0The PRC government imposes significant
\nexchange restrictions on fund transfers out of the PRC that are not related to business operations.<\/p>\n
\u00a0<\/p>\n
Cash and Cash Equivalents<\/p>\n
\u00a0<\/p>\n
For financial reporting purposes, the Company
\nconsiders all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company
\nmaintains its bank accounts with various financial institutions primarily in mainland China and the U.S. The Company has not experienced
\nany losses in bank accounts.<\/p>\n
\u00a0<\/p>\n
Restricted Cash<\/p>\n
\u00a0<\/p>\n
Restricted cash represents amounts held by a bank
\nas security for bank acceptance bills, as well as the financial product secured for the short-term bank loan and therefore is not available
\nfor the Company\u2019s use until such time as the bank acceptance notes and bank loans have been fulfilled or expired, normally within
\na twelve-month period.\u00a0
\u00a0<\/p>\n
The following represents a reconciliation of cash
\nand cash equivalents in the consolidated balance sheets to total cash, cash equivalents and restricted cash in the consolidated statements
\nof cash flows as of December\u00a031, 2025 and December 31, 2024:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n As of\u00a0<\/p>\n
\u00a0\u00a0
\n December\u00a031,
2025\u00a0\u00a0
\n December\u00a031,
2024\u00a0<\/p>\n
Cash and cash equivalents\u00a0
\n $7,775,330\u00a0\u00a0
\n $6,659,142\u00a0<\/p>\n
Restricted cash\u00a0
\n \u00a071,540\u00a0\u00a0
\n \u00a01,952,653\u00a0<\/p>\n
Cash, cash equivalents and restricted cash\u00a0
\n $7,846,870\u00a0\u00a0
\n $8,611,795\u00a0<\/p>\n
\u00a0<\/p>\n
Fair Value of Financial Instruments<\/p>\n
\u00a0<\/p>\n
The Company applies the provisions of ASC 820,\u00a0Fair
\nValue Measurements and Disclosures, to the financial instruments that are required to be carried at fair value. Fair value is the
\nprice that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market
\nfor the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-tier
\nfair value hierarchy based upon observable and non-observable inputs that prioritizes the information used to develop our assumptions
\nregarding fair value. Fair value measurements are separately disclosed by level within the fair value hierarchy.<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Level 1\u2014defined as observable inputs such as quoted prices in active markets for identical assets or liabilities;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Level 2\u2014defined as inputs other than quoted prices in active markets, that are either directly or indirectly observable; and<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n Level 3\u2014defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.<\/p>\n
\u00a0<\/p>\n
The Company considers the carrying amounts of
\nits financial assets and liabilities, which consist primarily of cash and cash equivalents, short-term investments, accounts receivable,
\nnotes receivable, amounts due from\/to a related party, other receivables, fixed deposits, accounts payable, other payables, and warrant
\nliability, to approximate the fair values of the respective assets and liabilities as of December 31, 2025 and December 31, 2024, owing
\nto their short-term nature or present value characteristics. For note payable-bank acceptance notes, fair value approximates their carrying
\nvalue at year-end, as fair value is estimated using discounted cash flows in which the interest rates used to discount the host contracts
\napproximate market rates. For the years ended December 31, 2025 and 2024, there were no transfers between different levels of inputs used
\nto measure fair value.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 2 \u2013 SUMMARY OF SIGNIFICANT ACCOUNTING
\nPOLICIES (CONTINUED)<\/p>\n
\u00a0<\/p>\n
The following table summarizes the fair value
\nmeasurements of assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025:<\/p>\n
\u00a0<\/p>\n
(amount in absolute value)\u00a0
\n Active Market
for Identical
Assets
(Level 1)\u00a0\u00a0
\n Observable
Inputs
(Level 2)\u00a0\u00a0
\n Unobservable
Inputs
(Level 3)\u00a0\u00a0
\n Total
Carrying
Value\u00a0<\/p>\n
Short term investment\u00a0
\n $<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n \u00a024,454,701\u00a0\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n $24,454,701\u00a0<\/p>\n
Warrants liability\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n \u00a070,910\u00a0\u00a0
\n \u00a0<\/p>\n
\u00a0\u00a0\u00a0\u00a0–<\/p>\n
\u00a0\u00a0
\n \u00a070,910\u00a0<\/p>\n
\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
Total\u00a0
\n $<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n \u00a024,525,611\u00a0\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n $24,525,611\u00a0<\/p>\n
\u00a0<\/p>\n
Accounts Receivable<\/p>\n
\u00a0<\/p>\n
Accounts receivable are recorded at the gross
\nbilling amount less an allowance for expected credit losses from the customers. Accounts receivable do not bear interest.<\/p>\n
\u00a0<\/p>\n
Effective January 1, 2023, the Company adopted
\nAccounting Standards Update (\u201cASU\u201d) No. 2016-13, Financial Instruments\u2014Credit Losses (Topic 326): Measurement of Credit
\nLosses on Financial Instruments (\u201cASU 2016-13\u201d), using the modified retrospective transition method. ASU 2016-13 replaces
\nthe existing incurred loss impairment model with an expected loss methodology, resulting in more timely recognition of credit losses.
\nUpon adoption, the Company changed its impairment model to utilize a forward-looking current expected credit losses (\u201cCECL\u201d)
\nmodel in place of the incurred loss methodology for financial instruments measured at amortized cost and receivables resulting from the
\napplication of ASC 606, including contract assets.<\/p>\n
\u00a0<\/p>\n
The Company maintains an allowance for credit
\nlosses in accordance with ASC Topic 326,\u00a0Credit Losses (\u201cASC 326\u201d), and records the allowance for credit losses
\nas an offset to accounts receivable and contract assets, with the estimated credit losses charged to the allowance in the consolidated
\nstatements of operations and comprehensive income (loss). The Company assesses collectability by reviewing accounts receivable on a collective
\nbasis where similar characteristics exist, primarily based on similar business lines, services, or product offerings, and on an individual
\nbasis when the Company identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance
\nfor credit losses, the Company considers historical collectability based on past due status, the age of the accounts receivable balances
\nand contract asset balances, credit quality of the Company\u2019s customers based on ongoing credit evaluations, current economic conditions,
\nreasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company\u2019s ability to collect
\nfrom customers.<\/p>\n
\u00a0<\/p>\n
Inventories<\/p>\n
\u00a0<\/p>\n
Inventories are stated at the lower of cost or
\nnet realizable value. Cost is determined using the weighted average method and includes all costs of purchase, costs of conversion, and
\nother costs incurred in bringing the inventories to their present location and condition. Costs of purchase consist of the purchase price,
\nimport duties, freight, handling, and other directly attributable costs, less trade discounts, rebates, and other similar items. Costs
\nof conversion include direct labor and a systematic allocation of fixed and variable production overheads incurred in converting raw materials
\ninto finished goods. Other costs are included only to the extent they are incurred in bringing the inventories to their present location
\nand condition. Net realizable value is based on estimated selling prices in the ordinary course of business, less estimated costs of completion
\nand estimated costs necessary to make the sale. Cost of raw materials is calculated using the weighted average method and is based on
\npurchase cost. Work-in-progress and finished goods costs are determined using the weighted average method and comprise direct materials,
\ndirect labor and an appropriate proportion of overhead.<\/p>\n
\u00a0<\/p>\n
Advance to Suppliers<\/p>\n
\u00a0<\/p>\n
Advance to suppliers represents interest-free
\ncash paid in advance to suppliers for purchases of parts and\/or raw materials. The balance of advance to suppliers was $0.08 million and
\n$1.81 million as of December 31, 2025 and 2024, respectively.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 2 \u2013 SUMMARY OF SIGNIFICANT ACCOUNTING
\nPOLICIES (CONTINUED)<\/p>\n
\u00a0<\/p>\n
Property, Plant, and Equipment <\/p>\n
\u00a0<\/p>\n
Property, plant, and equipment are stated at cost
\nless accumulated depreciation, and include expenditure that substantially increases the useful lives of existing assets. Expenditures
\nfor repairs and maintenance, which do not extend the useful life of the assets, are expensed as incurred.<\/p>\n
\u00a0<\/p>\n
Depreciation is provided over their estimated
\nuseful lives, using the straight-line method. Estimated useful lives are as follows:<\/p>\n
\u00a0<\/p>\n
Buildings\u00a0
\n \u00a020 years\u00a0<\/p>\n
Machinery\u00a0
\n \u00a02~10 years\u00a0<\/p>\n
Motor vehicles\u00a0
\n \u00a04 years\u00a0<\/p>\n
Electronic equipment\u00a0
\n \u00a03~5 years\u00a0<\/p>\n
\u00a0<\/p>\n
The cost and related accumulated depreciation
\nof assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the combined statements of income
\nand comprehensive income (loss). Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals
\nand betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of
\ndepreciation to determine whether subsequent events and circumstances indicate a change in estimates of useful lives. No such events were
\nidentified for the years ended December\u00a031, 2024 and 2025.<\/p>\n
\u00a0<\/p>\n
Construction in process<\/p>\n
\u00a0<\/p>\n
Property, plant, and equipment that are purchased
\nor constructed which require a period of time before the assets are ready for their intended use are accounted for as construction-in-progress.
\nConstruction-in-progress is recorded at acquisition cost, including installation costs. Construction-in-progress is transferred to specific
\nproperty and equipment accounts and commences depreciation when these assets are ready for their intended use.\u00a0<\/p>\n
\u00a0<\/p>\n
Land Use Rights<\/p>\n
\u00a0<\/p>\n
According to the PRC laws, the government owns
\nall the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the
\nChinese government. The land use rights granted to the Company are being amortized using the straight-line method over the lease term
\nof fifty years.<\/p>\n
\u00a0<\/p>\n
Impairment of Long-Lived Assets<\/p>\n
\u00a0<\/p>\n
Long-lived assets are evaluated for impairment
\nperiodically whenever events or changes in circumstances indicate that their related carrying amounts may not be recoverable in accordance
\nwith FASB ASC 360, \u201cProperty, Plant and Equipment\u201d.<\/p>\n
\u00a0<\/p>\n
In evaluating long-lived assets for recoverability,
\nthe Company uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition in accordance
\nwith FASB ASC 360-10-15. To the extent that estimated future, undiscounted cash inflows attributable to the asset, less estimated future,
\nundiscounted cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between
\nthe 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
\nthrough sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell. There was no impairment loss
\nrecognized for the years ended December 31, 2025 and 2024.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 2 \u2013 SUMMARY OF SIGNIFICANT ACCOUNTING
\nPOLICIES (CONTINUED)<\/p>\n
\u00a0<\/p>\n
Lease<\/p>\n
\u00a0<\/p>\n
In February 2016, the FASB issued ASU 2016-02,
\nLeases (Topic 842), which is effective for annual reporting periods (including interim periods) beginning after December 15, 2018. The
\nCompany adopted the Topic 842 on January 1, 2020 using a modified retrospective approach reflecting the application of the standard to
\nleases existing at, or entered after, the beginning of the earliest comparative period presented in the consolidated financial statements.<\/p>\n
\u00a0<\/p>\n
The Company, through its subsidiary, leases its
\nassembly site, which are classified as operating leases in accordance with Topic 842. Operating leases are required to be recorded on
\nthe balance sheet as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. The Company
\nhas elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts
\nas of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date, and
\n(3) initial direct costs for any expired or existing leases as of the adoption date. The Company elected the short-term lease exemption
\nfor the lease terms that are 12 months or less.<\/p>\n
\u00a0<\/p>\n
At inception of a contract, the Company assesses
\nwhether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified
\nasset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Company assesses whether
\nthe contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from
\nthe use of the asset and whether it has the right to control the use of the asset. The right-of-use assets and related lease liabilities
\nare recognized at the lease commencement date. The Company recognizes operating lease expenses on a straight-line basis over the lease
\nterm and had no finance leases for any of the periods stated herein.<\/p>\n
\u00a0<\/p>\n
The right-of-use of asset is initially measured
\nat cost, which comprises the initial amount of the lease liabilities adjusted for any lease payments made at or before the commencement
\ndate, plus any initial direct costs incurred and less any lease incentive received. All right-of-use assets are reviewed for impairment
\nannually. There was no impairment for right-of-use lease assets as of December 31, 2025 and December 31, 2024.<\/p>\n
\u00a0<\/p>\n
Revenue Recognition<\/p>\n
\u00a0<\/p>\n
In accordance with ASC Topic 606, \u201cRevenue
\nfrom Contracts with Customers,\u201d the Company recognizes revenues when goods or services are transferred to customers in an amount
\nthat reflects the consideration which the Company expects to receive in exchange for those goods or services. In determining when and
\nhow revenues are recognized from contracts with customers, the Company performs the following five-step analysis: (i) identification of
\na contract with a customer; (ii) determination of performance obligations; (iii) measurement of the transaction price; (iv) allocation
\nof the transaction price to the performance obligations; and (v) recognition of revenues when (or as) the Company satisfies each performance
\nobligation.<\/p>\n
\u00a0<\/p>\n
Principal versus Agent Considerations<\/p>\n
\u00a0<\/p>\n
The Company acts as a principal, rather than as
\nan agent, in its revenue transactions. This determination is based on the Company\u2019s assessment of control pursuant to ASC 606-10-55-36
\nthrough 55-40. The Company controls each specified good before it is transferred to the customer, as evidenced by the following indicators:<\/p>\n
\u00a0<\/p>\n
Primary responsibility for fulfillment:\u00a0The
\nCompany is primarily responsible for fulfilling the promise to provide products to customers, including with respect to product quality,
\ndelivery, and acceptance. The Company handles all customer inquiries, complaints, returns, and warranty claims directly with customers.<\/p>\n
\u00a0<\/p>\n
Inventory risk:\u00a0The Company bears inventory risk prior to the
\ntransfer of goods to customers, including the risk of obsolescence, damage, and loss. The Company purchases raw materials, manufactures
\nfinished goods, and holds inventory at its own facilities prior to the receipt of customer orders.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 2 \u2013 SUMMARY OF SIGNIFICANT ACCOUNTING
\nPOLICIES (CONTINUED)<\/p>\n
\u00a0<\/p>\n
Pricing discretion:\u00a0The Company has sole
\ndiscretion in establishing the prices charged to customers. Prices are determined based on the Company\u2019s own cost structure, market
\nconditions, and pricing strategies, independently of any third-party suppliers.<\/p>\n
\u00a0<\/p>\n
No intermediary role:\u00a0The Company manufactures
\nits own products through its subsidiaries and sells them directly to customers. There are no arrangements pursuant to which another party
\nprovides goods or services to the customer on the Company\u2019s behalf.<\/p>\n
\u00a0<\/p>\n
Accordingly, the Company recognizes revenue on a\u00a0gross basis,
\npresenting the full transaction price as revenue and the corresponding cost of goods sold as a separate line item in the statements of
\noperations.<\/p>\n
\u00a0<\/p>\n
Contracts with Customers and Performance Obligations<\/p>\n
\u00a0<\/p>\n
The Company\u2019s contracts with customers are
\nprimarily purchase orders for the sale of its transmission products. These contracts have commercial substance and are short-term in nature,
\nwith a contract term of one year or less. The transaction price in these contracts is fixed, based on the agreed-upon unit price and quantity.
\nPayment is typically due within two months after the customer\u2019s acceptance of the goods. The Company has concluded that the promise to
\ntransfer each unit of product is the only performance obligation in these contracts. This promise is distinct, as the customer can benefit
\nfrom the product either on its own or together with other readily available resources, and the Company\u2019s promise to transfer the
\ngoods is separately identifiable from any other promises in the contract, pursuant to ASC 606-10-25-19. The Company\u2019s standard warranty
\nis not assessed as a separate performance obligation as it does not provide a service beyond assuring that the product complies with agreed-upon
\nspecifications.<\/p>\n
\u00a0<\/p>\n
Contract assets<\/p>\n
\u00a0<\/p>\n
A contract asset is the right to consideration
\nin exchange for goods or services transferred to the customer. If the Company performs by transferring goods or services to a customer
\nbefore the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that remains
\nconditional upon factors other than the passage of time. The Company does\u00a0not have contract assets for the\u00a0years presented.<\/p>\n
\u00a0<\/p>\n
Contract liabilities<\/p>\n
\u00a0<\/p>\n
Contract liabilities represent consideration received
\nby the Company for which the related performance obligations have not yet been satisfied. Contract liabilities primarily consist of payments
\nreceived for the sale of products in advance of revenue recognition and deferred revenue related to government subsidies received prior
\nto the satisfaction of the associated qualifying conditions.<\/p>\n
\u00a0<\/p>\n
The following table summarizes the movement in
\ncontract liabilities during the year ended December 31, 2025:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n Contract
Liabilities\u00a0\u00a0
\n Deferred
Revenue\u00a0\u00a0
\n Total
Contract
Liabilities\u00a0<\/p>\n
Beginning balance\u00a0
\n $328,873\u00a0\u00a0
\n \u00a01,263,180\u00a0\u00a0
\n $1,592,053\u00a0<\/p>\n
Additions\u00a0
\n \u00a010,243\u00a0\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n \u00a010,243\u00a0<\/p>\n
Recognized as revenue during the year\u00a0
\n \u00a0(250,223)\u00a0
\n \u00a0(228,357)\u00a0
\n \u00a0(478,580)<\/p>\n
Effect of foreign exchange change\u00a0
\n \u00a04,805\u00a0\u00a0
\n \u00a048,961\u00a0\u00a0
\n \u00a053,766\u00a0<\/p>\n
Ending balance\u00a0
\n $93,698\u00a0\u00a0
\n \u00a01,083,784\u00a0\u00a0
\n $1,177,482\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 2 \u2013 SUMMARY OF SIGNIFICANT ACCOUNTING
\nPOLICIES (CONTINUED)<\/p>\n
\u00a0<\/p>\n
Contract liabilities decreased during the year ended December 31, 2025,
\nas advance payments were applied upon delivery of the related products. The remaining balance of $93,698 as of December 31, 2025 represents
\ndeposits received for orders not yet delivered and is expected to be recognized as revenue within the next twelve (12) months. The decrease
\nin deferred revenue is primarily attributable to the recognition of grant income upon satisfaction of the associated qualifying conditions
\nduring the period.<\/p>\n
\u00a0<\/p>\n
The Company derives revenues from the processing,
\ndistribution and sale of its products. The Company recognizes its revenues net of value-added taxes (\u201cVAT\u201d). The Company is
\nsubject to VAT at a rate of 13%. Output VAT is borne by customers in addition to the invoiced value of sales and input VAT is borne by
\nthe Company in addition to the invoiced value of purchases to the extent not refunded for export sales.<\/p>\n
\u00a0<\/p>\n
Revenues are recognized at a point in time once
\nthe Company has determined that the customer has obtained control over the product. Control is typically deemed to have been transferred
\nto the customer when the performance obligation is fulfilled, usually at the time of customers\u2019 acceptance or consumption, at the
\nnet sales price (transaction price) and each of the criteria under ASC 606 have been met. Contract terms may require the Company to deliver
\nthe finished goods to the customers\u2019 location or the customer may pick up the finished goods at the Company\u2019s factory. Revenue
\nis recognized only upon the customer\u2019s formal acknowledgement of receipt, as evidenced by a signed delivery acceptance document,
\nat which point the risks and rewards of goods are transferred to customers. International sales are recognized when shipment clears customs
\nand leaves the port. Payments due within two months after customers\u2019 acceptance or consumption.<\/p>\n
\u00a0<\/p>\n
The Company adopted ASC 606 on January 1, 2018,
\nusing the transition method of Modified-Retrospective Method (\u201cMRM\u201d). The adoption of ASC 606 had no impact on the Company\u2019s
\nbeginning balance of retained earnings.<\/p>\n
\u00a0<\/p>\n
The Company\u2019s contracts are all short-term
\nin nature with a contract term of one year or less. Receivables are recorded when the Company has an unconditional right to consideration.<\/p>\n
\u00a0<\/p>\n
Contracts do not offer any price protection but
\nallow for the return of certain goods if there is a quality problem, which is standard warranty. The Company\u2019s product returns and
\nrecorded reserve for sales returns were minimal for the years ended December 31, 2025 and 2024. The total sales return amount accounted
\nfor around 0.15% and 0.20% of the total revenue for the years ended December 31, 2025 and 2024, respectively. The total amount of warrant
\nexpenditures accounted for around 0.17% and 0.55% of the total revenue for the years ended December 31, 2025 and 2024, respectively.<\/p>\n
\u00a0<\/p>\n
The following table sets forth disaggregation
\nof revenue:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n For the years ended
December\u00a031,\u00a0<\/p>\n
\u00a0\u00a0
\n 2025\u00a0\u00a0
\n 2024\u00a0<\/p>\n
Major Product\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0<\/p>\n
Transmission boxes for Forklift\u00a0
\n $87,821,709\u00a0\u00a0
\n $79,753,008\u00a0<\/p>\n
Transmission boxes for Non-Forklift (EV, etc.)\u00a0
\n \u00a02,872,298\u00a0\u00a0
\n \u00a04,191,653\u00a0<\/p>\n
Total\u00a0
\n $90,694,007\u00a0\u00a0
\n $83,944,661\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 2 \u2013 SUMMARY OF SIGNIFICANT ACCOUNTING
\nPOLICIES (CONTINUED)<\/p>\n
\u00a0<\/p>\n
Cost of Goods Sold<\/p>\n
\u00a0<\/p>\n
Cost of goods sold consists primarily of material
\ncosts, freight charges, purchasing and receiving costs, inspection costs, internal transfer costs, wages, employee compensation, amortization,
\ndepreciation and related costs, which are directly attributable to the production of products. Write-down of inventory to lower of cost
\nor net realizable value is also recorded in cost of goods sold.<\/p>\n
\u00a0<\/p>\n
Selling Expenses\u00a0<\/p>\n
\u00a0<\/p>\n
Selling expenses include operating expenses such
\nas payroll and traveling and transportation expenses.\u00a0<\/p>\n
\u00a0<\/p>\n
General and Administrative Expenses<\/p>\n
\u00a0<\/p>\n
General and administrative expenses include management
\nand office salaries and employee benefits, depreciation for office facility and office equipment, travel and entertainment, legal and
\naccounting, consulting fees and other office expenses.<\/p>\n
\u00a0<\/p>\n
Research and Development<\/p>\n
\u00a0<\/p>\n
Research and development costs are expensed as
\nincurred and totaled approximately $3.92 million and $2.94 million for the years ended December 31, 2025 and 2024, respectively. Research
\nand development costs are incurred on a project specific basis.<\/p>\n
\u00a0<\/p>\n
Government Subsidies<\/p>\n
\u00a0<\/p>\n
Government subsidies are recognized when there
\nis reasonable assurance that the subsidy will be received and all attaching conditions will be complied with. When the subsidy relates
\nto an expense item, it is recognized as income over the periods necessary to match the subsidy on a systematic basis to the costs that
\nit is intended to compensate. Where the subsidy relates to an asset, it is recognized as other long-term liabilities and is released to
\nthe statement of operations over the expected useful life in a consistent manner with the depreciation method for the relevant asset.
\nTotal government subsidies were $1.08 million and $1.26 million as of December 31, 2025 and 2024, respectively.<\/p>\n
\u00a0<\/p>\n
Income Taxes<\/p>\n
\u00a0<\/p>\n
The Company accounts for income taxes following
\nthe liability method pursuant to FASB ASC 740 \u201cIncome Taxes\u201d. Under this method, deferred tax assets and liabilities are determined
\nbased on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in
\neffect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax
\nassets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets
\nwill 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
\ndate.<\/p>\n
\u00a0<\/p>\n
The Company also follows FASB ASC 740, which addresses
\nthe determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial
\nstatements. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position
\nwill be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized
\nin the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than
\nfifty percent likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on recognition, classification, interest
\nand penalties on income taxes, accounting in interim periods and requires increased disclosures. As of December 31, 2025 and 2024, the
\nCompany did not have a liability for unrecognized tax benefits. It is the Company\u2019s policy to include penalties and interest expense
\nrelated to income taxes as a component of other expense and interest expense, respectively, as necessary. The Company\u2019s historical
\ntax years will remain open for examination by the local authorities until the statute of limitations has passed.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 2 \u2013 SUMMARY OF SIGNIFICANT ACCOUNTING
\nPOLICIES (CONTINUED)<\/p>\n
\u00a0<\/p>\n
Value-Added Tax<\/p>\n
\u00a0<\/p>\n
Enterprises or individuals, who sell commodities,
\nengage 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
\nstandard VAT rate is 13%. A credit is available whereby VAT paid on the purchases of semi-finished products or raw materials used in the
\nproduction of the Company\u2019s finished products can be used to offset the VAT due on the sales of the finished products.<\/p>\n
\u00a0<\/p>\n
Statutory Reserve<\/p>\n
\u00a0<\/p>\n
In accordance with the PRC Regulations on Enterprises
\nwith Foreign Investment, an enterprise established in the PRC with foreign investment is required to provide for certain statutory reserves,
\nnamely (i) a General Reserve Fund, (ii) an Enterprise Expansion Fund and (iii) a Staff Welfare and Bonus Fund, which are appropriated
\nfrom net profit as reported in the enterprise\u2019s PRC statutory accounts. A wholly owned foreign enterprise is required to allocate
\nat 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
\nregistered capital. A non-wholly owned foreign invested enterprise is permitted to provide for the above allocation at the discretion
\nof its board of directors. Appropriations to the Enterprise Expansion Fund and Staff Welfare and Bonus Fund are at the discretion of the
\nboard of directors for all foreign invested enterprises. The reserves can only be used for specific purposes and are not distributable
\nas cash dividends.<\/p>\n
\u00a0<\/p>\n
Comprehensive Income (Loss)<\/p>\n
\u00a0<\/p>\n
Comprehensive income (loss) is defined as the
\nchange in equity during the year from transactions and other events, excluding the changes resulting from investments by owners and distributions
\nto owners, and is not included in the computation of income tax expense or benefit. Accumulated comprehensive income consists of foreign
\ncurrency translation. The Company presents comprehensive income (loss) in accordance with ASC Topic 220, \u201cComprehensive Income\u201d.<\/p>\n
\u00a0<\/p>\n
Earnings per share<\/p>\n
\u00a0<\/p>\n
The Company calculates earnings per share in accordance
\nwith ASC Topic 260 \u201cEarnings per Share.\u201d Basic earnings per share is computed by dividing the net income(loss) attributable
\nto Greenland Technologies Holding Corporation, by the weighted average number of ordinary shares outstanding during the period. Diluted
\nearnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional
\nordinary shares that would have been outstanding if the potential ordinary shares equivalents had been issued and if the additional ordinary
\nshares were dilutive.<\/p>\n
\u00a0<\/p>\n
Segments and Related Information<\/p>\n
\u00a0<\/p>\n
An operating segment is a component of the Company that engages in
\nbusiness activities from which it may earn revenue and incur expenses, and is identified on the basis of internal financial reports provided
\nto and regularly reviewed by the Company\u2019s chief operating decision maker in order to allocate resources and assess the performance
\nof the segment.<\/p>\n
\u00a0<\/p>\n
In accordance with ASC 280, Segment Reporting,
\noperating segments are defined as components of an enterprise about which separate financial information is available that is evaluated
\nregularly by the chief operating decision maker (\u201cCODM\u201d), in deciding how to allocate resources and in assessing performance.
\nThe Company\u2019s revenue segments have similar economic characteristics and they are managed as a single business unit. The Company
\nuses the \u201cmanagement approach\u201d in determining reportable operating segments. The management approach considers the internal
\norganization and reporting used by the Company\u2019s chief operating decision maker for making operating decisions and assessing performance
\nas the source for determining the Company\u2019s reportable segments. The Company\u2019s CODM has been identified as the chief executive
\nofficer (the \u201cCEO\u201d), who reviews consolidated results when making decisions about allocating resources and assessing performance
\nof the Company. The Company has determined that there is only one reportable operating segment.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 2 \u2013 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)<\/p>\n
\u00a0<\/p>\n
Commitments and contingencies<\/p>\n
\u00a0<\/p>\n
In the normal course of business, the Company
\nis subject to contingencies, including legal proceedings and environmental claims arising out of the normal course of businesses that
\nrelate to a wide range of matters, including among others, contracts breach liability. The Company records accruals for such contingencies
\nbased upon the assessment of the probability of occurrence and, where determinable, an estimate of the liability. Management may consider
\nmany factors in making these assessments including past history, scientific evidence and the specifics of each matter. The Company\u2019s
\nmanagement has evaluated all such proceedings and claims that existed as of December 31, 2025 and 2024. Normal course of businesses that
\nrelate to a wide range of matters, including among others, contracts breach liability. The Company records accruals for such contingencies
\nbased upon the assessment of the probability of occurrence and, where determinable, an estimate of the liability. Management may consider
\nmany factors in making these assessments including past history, scientific evidence and the specifics of each matter. The Company\u2019s
\nmanagement has evaluated all such proceedings and claims that existed as of December 31, 2025 and 2024.<\/p>\n
\u00a0<\/p>\n
Related Party <\/p>\n
\u00a0<\/p>\n
In general, related parties exist when there is
\na relationship that offers the potential for transactions at less than arm\u2019s-length, favorable treatment, or the ability to influence
\nthe outcome of events different from that outcome which might result in the absence of that relationship. A related party may be any of
\nthe following: a) an affiliate, which is a party that directly or indirectly controls, is controlled by, or is under common control with
\nanother party; b) a principle owner, owner of record or known beneficial owner of more than 10% of the voting interest of an entity; c)
\nmanagement, which are persons having responsibility for achieving objectives of the entity and requisite authority to make decision; d)
\nimmediate family of management or principal owners; e) a parent company and its subsidiaries; f) other parties that have ability to significant
\ninfluence the management or operating policies of the entity; and g) other parties that can significantly influence the management or
\noperating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly
\ninfluence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its or their own separate
\ninterests. The Company discloses all significant related party transactions.<\/p>\n
\u00a0<\/p>\n
Warrants<\/p>\n
\u00a0<\/p>\n
The Company accounts for warrants as either equity-classified
\nor liability-classified instruments based on an assessment of the warrant\u2019s specific terms and applicable authoritative guidance
\nin the ASC 480, Distinguishing Liabilities from Equity (\u201cASC 480\u201d) and ASC 815, Derivatives and Hedging (\u201cASC 815\u201d).
\nManagement\u2019s assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they
\nmeet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification
\nunder ASC 815, including whether the warrants are indexed to the Company\u2019s own ordinary shares and whether the warrant holders could
\npotentially require \u201cnet cash settlement\u201d in a circumstance outside of the Company\u2019s control, among other conditions
\nfor equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance
\nand as of each subsequent quarterly period-end date while the warrants are outstanding.<\/p>\n
\u00a0<\/p>\n
For issued or modified warrants that meet all
\nof the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of issuance. For
\nissued or modified warrants that do not meet all the criteria for equity classification, they are recorded as warrant liability at their
\ninitial fair value on the date of issuance and subject to remeasurement each balance sheet date with changes in the estimated fair value
\nof the warrants to be recognized as a non-cash gain or loss in the statement of operations and comprehensive income.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 2 \u2013 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)<\/p>\n
\u00a0<\/p>\n
Uncertainty and risks<\/p>\n
\u00a0<\/p>\n
Credit Risk<\/p>\n
\u00a0<\/p>\n
Assets that potentially subject the Company to
\nsignificant concentration of credit risk primarily consist of cash and cash equivalents. The maximum exposure of such assets to credit
\nrisk is their carrying amount as at the balance sheet dates. As of December 31, 2025, cash and cash equivalents of $39,689,785 were deposited
\nin financial institutions in the PRC, and each bank account is insured by the PRC government with the maximum limit of RMB500,000 (equivalent
\n$69,800). To limit exposure to credit risk relating to deposits, the Company primarily places cash and cash equivalent with large financial
\ninstitutions in China which management believes are of high credit quality and the Company also continually monitors their credit worthiness.<\/p>\n
\u00a0<\/p>\n
A significant portion of the Company\u2019s operations
\nare conducted in the PRC. Accordingly, the Company\u2019s business, financial condition and results of operations may be influenced by
\nthe political, economic and legal environments in the PRC as well as by the general state of the PRC\u2019s economy. In addition, the
\nCompany\u2019s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary
\nmeasures, currency conversion and remittance abroad, rates and methods of taxation among other factors.<\/p>\n
\u00a0<\/p>\n
Foreign currency risk<\/p>\n
\u00a0<\/p>\n
The Company cannot guarantee that the current
\nexchange rate will remain steady. Therefore, there is a possibility that the Company could post the same amount of profit for two comparable
\nperiods and yet, because of the fluctuating exchange rate, record higher or lower profit depending on exchange rate of RMB converted to
\nU.S. dollars on the relevant dates. The exchange rate could fluctuate depending on changes in the political and economic environment without
\nnotice.<\/p>\n
\u00a0<\/p>\n
Concentration risks<\/p>\n
\u00a0<\/p>\n
Accounts receivable are typically unsecured and
\nderived from goods sold to customers that are located primarily in China, thereby exposed to credit risk. The risk is mitigated by the
\nCompany\u2019s assessment of customers\u2019 creditworthiness and its ongoing monitoring of outstanding balances. The Company has a
\nconcentration of its receivables with specific customers. As of December\u00a031, 2025, three customers accounted for 11.24%, 10.24% and
\n10.12% of total accounts receivable, respectively. As of December\u00a031, 2024, two customers accounted for 12.78% and 10.33% of total
\naccounts receivable, respectively. No other customers accounted for more than 10% of the Company\u2019s total accounts receivable as
\nof December 31, 2025 and 2024.<\/p>\n
\u00a0<\/p>\n
For the year ended December\u00a031, 2025, two
\ncustomers accounted for 15.07% and 10.05% of total revenue, respectively. For the year ended December\u00a031, 2024, two customers accounted
\nfor 14.19% and 11.94% of total revenue, respectively. No other customers accounted for more than 10% of the Company\u2019s total revenue
\nfor the fiscal years ended December 31, 2025 and 2024.<\/p>\n
\u00a0<\/p>\n
There were no suppliers representing more than
\n10% of the Company\u2019s total purchases for the years ended December\u00a031, 2025 and 2024, respectively.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 2 \u2013 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)<\/p>\n
\u00a0<\/p>\n
Recently Issued Accounting Pronouncements<\/p>\n
\u00a0<\/p>\n
Recent accounting pronouncements that the Company
\nhas adopted or may be required to adopt in the future are summarized below:<\/p>\n
\u00a0<\/p>\n
In November 2024, the FASB issued ASU 2024-03,\u00a0Income
\nStatement\u2014Reporting Comprehensive Income\u2014Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement
\nExpenses, which requires incremental disclosures about specific expense categories, including purchases of inventory, employee compensation,
\ndepreciation, amortization, and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and
\nfor interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied
\neither prospectively or retrospectively. Management is currently evaluating this ASU to determine its impact on the Company\u2019s disclosures.<\/p>\n
\u00a0<\/p>\n
In January 2025, the FASB issued ASU 2025-01,
\nIncome Statement\u2014Reporting Comprehensive Income\u2014Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU
\n2024-03 on November 4, 2024. ASU 2024-03 states that the amendments are effective for public business entities for annual reporting periods
\nbeginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03,
\nthe FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December
\n31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity
\nmay have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period,
\nrather than in an annual reporting period. The FASB\u2019s intent in the basis for conclusions of ASU 2024-03 is clear that all public
\nbusiness entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15,
\n2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.<\/p>\n
\u00a0<\/p>\n
In February 2025, the FASB issued ASU 2025-02,
\nLiabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122 (\u201cASU 2025-02\u201d), which
\namends the Accounting Standards Codification to remove the text of SEC Staff Accounting Bulletin (\u201cSAB\u201d) 121, \u201cAccounting
\nfor Obligations to Safeguard Crypto-Assets an Entity Holds for its Platform Users,\u201d as it has been rescinded by the issuance of SAB
\n122. ASU 2025-02 is effective immediately and is not expected to have a material impact on the Company\u2019s consolidated financial
\nstatements.<\/p>\n
\u00a0<\/p>\n
In April 2025, the FASB issued ASU 2025-04, Compensation\u2014Stock
\nCompensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to
\na Customer, which revises the definition of \u201cperformance condition\u201d for share-based consideration payable to a customer, eliminates
\nthe forfeiture policy election for awards granted to customers (unless granted in exchange for a distinct good or service), and clarifies
\nthe applicability of the variable consideration constraint. The amendments are effective for annual reporting periods (including interim
\nperiods within annual reporting periods) beginning after December 15, 2026, for all entities. Early adoption is permitted for both interim
\nand annual consolidated financial statements that have not yet been issued. The Company is currently evaluating the impact of the adoption
\nof this guidance.<\/p>\n
\u00a0<\/p>\n
In July 2025, the FASB issued ASU 2025-05, Financial
\nInstruments\u2014Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces
\na practical expedient for all entities and an accounting policy election for entities other than public business entities to simplify
\nthe estimation of expected credit losses for current accounts receivable and current contract assets arising from revenue contracts under
\nTopic 606. The practical expedient allows entities to assume that current conditions as of the balance sheet date remain unchanged for
\nthe remaining life of the asset, thereby reducing the need for complex macroeconomic forecasts. The amendments are effective for annual
\nperiods beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the impact of the adoption
\nof this guidance.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 2 \u2013 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)<\/p>\n
\u00a0<\/p>\n
In September 2025, the FASB issued ASU 2025-06,
\nIntangibles\u2014Goodwill and Other\u2014Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use
\nSoftware (\u201cASU 2025-06\u201d). ASU 2025-06 modernizes the accounting for internal-use software costs by removing all references to
\nprescriptive software development stages and introducing a single capitalization threshold based on management\u2019s authorization of
\nand commitment to fund the project and the probability of its completion. The amendments also incorporate website development cost guidance
\ninto Subtopic 350-40 and clarify the related disclosure requirements. The new guidance is effective for annual periods beginning after
\nDecember 15, 2027, with early adoption permitted. Entities may apply the amendments prospectively, retrospectively, or using a modified
\ntransition approach. The Company is currently evaluating the impact of the adoption of ASU 2025-06 on its financial statements and disclosures.<\/p>\n
\u00a0<\/p>\n
In November 2025, the FASB issued ASU 2025-08,
\nFinancial Instruments\u2014Credit Losses (Topic 326): Purchased Loans, which expands the gross-up approach to most acquired loans. Effective
\nfor fiscal years beginning after December 15, 2026. Early adoption permitted. The Company is evaluating the impact.<\/p>\n
\u00a0<\/p>\n
In December 2025, the FASB issued ASU 2025-10,
\nGovernment Grants (Topic 832): Accounting for Government Grants Received by Business Entities. Effective for fiscal years beginning after
\nDecember 15, 2029. Early adoption permitted. The Company is evaluating the impact.<\/p>\n
\u00a0<\/p>\n
In December 2025, the FASB issued ASU 2025-11,
\n*Interim Reporting (Topic 270): Narrow-Scope Improvements*. Effective for interim periods within fiscal years beginning after December
\n15, 2028. Early adoption permitted. The Company is evaluating the impact.<\/p>\n
\u00a0<\/p>\n
In December 2025, the FASB issued ASU 2025-13,
\n*Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification
\nfor Share-Based Noncash Consideration from a Customer in a Revenue Contract*. Effective for fiscal years beginning after December 15,
\n2026. Early adoption permitted. The Company is evaluating the impact.<\/p>\n
\u00a0<\/p>\n
Other accounting standards that have been issued
\nby FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements
\nupon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on, or are unrelated to,
\nits consolidated financial condition, results of operations, cash flows or disclosures.<\/p>\n
\u00a0<\/p>\n
NOTE 3 \u2013 SHORT TERM INVESTMENT<\/p>\n
\u00a0<\/p>\n
As of December 31, 2025 and 2024, the Company\u2019s
\nshort term investment amounted to $24,454,701 and $18,535,354, respectively. During the year ended December 31, 2025, the Company purchased
\nbank management products in a total amount of $23,652,174 (RMB170,000,000). As of December 31, 2025, the fair value of the Company\u2019s
\nbank management products was $24,454,701 (RMB171,014,172).<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 4 \u2013 CONCENTRATION ON REVENUES AND
\nCOST OF GOODS SOLD<\/p>\n
\u00a0<\/p>\n
Concentration of major customers and suppliers:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n For the years ended December 31,\u00a0<\/p>\n
\u00a0\u00a0
\n 2025\u00a0\u00a0
\n 2024\u00a0<\/p>\n
Major customers representing more than 10% of the Company\u2019s revenues\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0<\/p>\n
Company A\u00a0
\n $13,665,436\u00a0\u00a0
\n \u00a015.07%\u00a0
\n $11,908,185\u00a0\u00a0
\n \u00a014.19%<\/p>\n
Company B\u00a0
\n \u00a09,112,940\u00a0\u00a0
\n \u00a010.05%\u00a0
\n \u00a010,021,669\u00a0\u00a0
\n \u00a011.94%<\/p>\n
Total Revenue\u00a0
\n $22,778,376\u00a0\u00a0
\n \u00a025.12%\u00a0
\n $21,929,854\u00a0\u00a0
\n \u00a026.13%<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n As of\u00a0<\/p>\n
\u00a0\u00a0
\n December 31, 2025\u00a0\u00a0
\n December 31,\u00a02024\u00a0<\/p>\n
Major customers of the Company\u2019s accounts receivable, net\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0<\/p>\n
Company A\u00a0
\n \u00a01,939,540\u00a0\u00a0
\n \u00a011.24%\u00a0
\n \u00a01,631,916\u00a0\u00a0
\n \u00a010.33%<\/p>\n
Company B\u00a0
\n \u00a01,766,799\u00a0\u00a0
\n \u00a010.24%\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
%<\/p>\n
Company C\u00a0
\n \u00a01,745,719\u00a0\u00a0
\n \u00a010.12%\u00a0
\n \u00a02,018,589\u00a0\u00a0
\n \u00a012.78%<\/p>\n
Company D\u00a0
\n \u00a01,380,095\u00a0\u00a0
\n \u00a08.00%\u00a0
\n \u00a0985,379\u00a0\u00a0
\n \u00a06.24%<\/p>\n
Company E\u00a0
\n \u00a0799,392\u00a0\u00a0
\n \u00a04.63%\u00a0
\n \u00a01,008,343\u00a0\u00a0
\n \u00a06.38%<\/p>\n
Company F\u00a0
\n \u00a0723,683\u00a0\u00a0
\n \u00a04.19%\u00a0
\n \u00a0409,073\u00a0\u00a0
\n \u00a02.59%<\/p>\n
Company G\u00a0
\n \u00a0717,674\u00a0\u00a0
\n \u00a04.16%\u00a0
\n \u00a0546,310\u00a0\u00a0
\n \u00a03.46%<\/p>\n
Total\u00a0
\n $9,072,902\u00a0\u00a0
\n \u00a052.58%\u00a0
\n $6,599,610\u00a0\u00a0
\n \u00a041.78%<\/p>\n
\u00a0<\/p>\n
Accounts receivable from the Company\u2019s major
\ncustomers accounted for 52.58% and 41.78% of total accounts receivable balances as of December 31, 2025 and December 31, 2024, respectively.<\/p>\n
\u00a0<\/p>\n
There was no supplier representing more than 10%
\nof the Company\u2019s total purchases for the years ended December 31, 2025 and 2024, respectively.<\/p>\n
\u00a0<\/p>\n
NOTE 5 \u2013 ACCOUNTS RECEIVABLE<\/p>\n
\u00a0<\/p>\n
Accounts receivable is net of allowance for expected
\ncredit losses.<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n As of\u00a0<\/p>\n
\u00a0\u00a0
\n December\u00a031,
2025\u00a0\u00a0
\n December\u00a031,
2024\u00a0<\/p>\n
Accounts receivable\u00a0
\n $17,272,509\u00a0\u00a0
\n $15,796,423\u00a0<\/p>\n
Less: allowance for expected credit losses\u00a0
\n \u00a0(16,030)\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0<\/p>\n
Accounts receivable, net\u00a0
\n $17,256,479\u00a0\u00a0
\n $15,796,423\u00a0<\/p>\n
\u00a0\u00a0\u00a0<\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 5 \u2013 ACCOUNTS RECEIVABLE (CONTINUED)<\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0
Changes in the allowance for expected credit losses are as follows:<\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/p>\n
\u00a0\u00a0<\/p>\n
For the Years Ended <\/p>\n
December\u00a031,<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n 2025\u00a0\u00a0
\n 2024\u00a0<\/p>\n
Beginning balance\u00a0
\n $<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n $867,865\u00a0<\/p>\n
Additional provision charged to expense\u00a0
\n \u00a015,596\u00a0\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0<\/p>\n
Reversal of provision charged to expense\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n \u00a0(856,311)<\/p>\n
Effect of foreign exchange change\u00a0
\n \u00a0434\u00a0\u00a0
\n \u00a0(11,554)<\/p>\n
Ending balance\u00a0
\n $16,030\u00a0\u00a0
\n $<\/p>\n
–<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
NOTE 6 \u2013 INVENTORIES, NET<\/p>\n
\u00a0<\/p>\n
As of December 31, 2025 and 2024, inventories
\nconsisted of the following<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n As of\u00a0<\/p>\n
\u00a0\u00a0
\n December\u00a031,
2025\u00a0\u00a0
\n December\u00a031,
2024\u00a0<\/p>\n
Raw materials\u00a0
\n $10,165,798\u00a0\u00a0
\n $9,686,506\u00a0<\/p>\n
Revolving material\u00a0
\n \u00a01,172,449\u00a0\u00a0
\n \u00a01,096,125\u00a0<\/p>\n
Consigned processing material\u00a0
\n \u00a028,671\u00a0\u00a0
\n \u00a027,998\u00a0<\/p>\n
Work-in-progress\u00a0
\n \u00a02,334,681\u00a0\u00a0
\n \u00a01,739,535\u00a0<\/p>\n
Finished goods\u00a0
\n \u00a012,290,156\u00a0\u00a0
\n \u00a011,369,347\u00a0<\/p>\n
Less: inventory impairment\u00a0
\n \u00a0(1,614,719)\u00a0
\n \u00a0(541,421)<\/p>\n
Inventories, net\u00a0
\n $24,377,036\u00a0\u00a0
\n $23,378,090\u00a0<\/p>\n
\u00a0<\/p>\n
Changes in the inventory reserves are as follows:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0<\/p>\n
For the Years Ended<\/p>\n
December\u00a031,<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n 2025\u00a0\u00a0
\n 2024\u00a0<\/p>\n
Beginning balance\u00a0
\n $541,421\u00a0\u00a0
\n $638,932\u00a0<\/p>\n
Inventory write-downs\u00a0
\n \u00a01,042,942\u00a0\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0<\/p>\n
Carry forward\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n \u00a0(88,966)<\/p>\n
Effect of foreign exchange change\u00a0
\n \u00a030,356\u00a0\u00a0
\n \u00a0(8,545)<\/p>\n
Ending balance\u00a0
\n $1,614,719\u00a0\u00a0
\n $541,421\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 7 \u2013 NOTES RECEIVABLE <\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n As of\u00a0<\/p>\n
\u00a0\u00a0
\n December\u00a031,
2025\u00a0\u00a0
\n December\u00a031,
2024\u00a0<\/p>\n
Bank notes receivable:\u00a0
\n $12,547,551\u00a0\u00a0
\n $21,377,522\u00a0<\/p>\n
Commercial notes receivable\u00a0
\n \u00a02,156,528\u00a0\u00a0
\n \u00a01,359,178\u00a0<\/p>\n
Total\u00a0
\n $14,704,079\u00a0\u00a0
\n $22,736,700\u00a0<\/p>\n
\u00a0<\/p>\n
Bank notes and commercial notes are means of payment
\nfrom customers for the purchase of the Company\u2019s products and are issued by financial institutions or business entities, respectively,
\nthat entitle the Company to receive the full nominal amount from the issuers at maturity, which bear no interest and generally range from
\nthree to nine months from the date of issuance. As of December 31, 2025, the Company pledged notes receivable for an aggregate amount
\nof $3.43 million to Bank of Hangzhou as a means of security for issuance of bank acceptance notes in an aggregate amount of $2.47 million.
\nAs of December 31, 2024, the Company pledged notes receivable for an aggregate amount of $13.85 million to Bank of Hangzhou as a means
\nof security for issuance of bank acceptance notes in an aggregate amount of $12.86 million. The Company expects to collect notes receivable
\nwithin 6 months after the issuance date of bank acceptance notes.<\/p>\n
\u00a0<\/p>\n
Due to the short term, high-quality credit rating
\nof these commercial banks and no losses have occurred in history, for the years ended December 31, 2025 and 2024, the Company had no allowance
\nfor expected credit losses for notes receivable.<\/p>\n
\u00a0<\/p>\n
NOTE 8 \u2013 PROPERTY, PLANT AND EQUIPMENT AND CONSTRUCTION IN
\nPROGRESS\u00a0<\/p>\n
\u00a0<\/p>\n
(a) As of December 31, 2025 and December 31, 2024, property, plant
\nand equipment consisted of the following:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n As of\u00a0<\/p>\n
\u00a0\u00a0
\n December\u00a031,
2025\u00a0\u00a0
\n December\u00a031,
2024\u00a0<\/p>\n
Buildings\u00a0
\n $11,619,695\u00a0\u00a0
\n $11,132,258\u00a0<\/p>\n
Machinery\u00a0
\n \u00a023,471,775\u00a0\u00a0
\n \u00a022,220,209\u00a0<\/p>\n
Motor vehicles\u00a0
\n \u00a0342,931\u00a0\u00a0
\n \u00a0327,514\u00a0<\/p>\n
Electronic equipment\u00a0
\n \u00a0289,246\u00a0\u00a0
\n \u00a0242,630\u00a0<\/p>\n
Total property plant and equipment, at cost\u00a0
\n \u00a035,723,647\u00a0\u00a0
\n \u00a033,922,611\u00a0<\/p>\n
\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
Less: accumulated depreciation\u00a0
\n \u00a0(23,834,500)\u00a0
\n \u00a0(20,787,963)<\/p>\n
Property, plant and equipment, net\u00a0
\n $11,889,147\u00a0\u00a0
\n $13,134,648\u00a0<\/p>\n
Construction in process\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n \u00a05,886\u00a0<\/p>\n
Total\u00a0
\n $11,889,147\u00a0\u00a0
\n $13,140,534\u00a0<\/p>\n
\u00a0<\/p>\n
For the years ended December 31, 2025 and 2024,
\ndepreciation expense amounted to $2.25 million and $2.06 million, respectively, of which $1.14 million and $1.27 million, respectively,
\nwas included in cost of revenue and inventories, and the remainder was included in general and administrative expense, respectively.<\/p>\n
\u00a0<\/p>\n
For the years ended December 31, 2025 and 2024,
\n$0.01 million and $0.39 million of construction in progress were converted into property, plant and equipment.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 9 \u2013 LAND USE RIGHTS, NET<\/p>\n
\u00a0<\/p>\n
Land use rights consisted of the following:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n As of\u00a0<\/p>\n
\u00a0\u00a0
\n December\u00a031,
2025\u00a0\u00a0
\n December\u00a031,
2024\u00a0<\/p>\n
Land use rights, cost\u00a0
\n $4,399,566\u00a0\u00a0
\n $4,215,007\u00a0<\/p>\n
Less: Accumulated amortization\u00a0
\n \u00a0(1,074,378)\u00a0
\n \u00a0(945,008)<\/p>\n
Land use rights, net\u00a0
\n $3,325,188\u00a0\u00a0
\n $3,269,999\u00a0<\/p>\n
\u00a0<\/p>\n
Estimated future amortization expense is as follows
\nas of December 31, 2025:<\/p>\n
\u00a0<\/p>\n
Years ending December 31,\u00a0
\n Amortization
expense\u00a0<\/p>\n
2026\u00a0
\n $85,611\u00a0<\/p>\n
2027\u00a0
\n \u00a085,611\u00a0<\/p>\n
2028\u00a0
\n \u00a085,611\u00a0<\/p>\n
2029\u00a0
\n \u00a085,611\u00a0<\/p>\n
2030\u00a0
\n \u00a085,611\u00a0<\/p>\n
Thereafter\u00a0
\n \u00a02,897,133\u00a0<\/p>\n
Total\u00a0
\n $3,325,188\u00a0<\/p>\n
\u00a0<\/p>\n
NOTE 10 \u2013 FIXED DEPOSITS<\/p>\n
\u00a0<\/p>\n
As of December 31, 2025 and 2024, fixed deposits
\nconsisted of the following:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n As of\u00a0<\/p>\n
\u00a0\u00a0
\n December\u00a031,
2025\u00a0\u00a0
\n December\u00a031,
2024\u00a0<\/p>\n
Three-year bank deposit-current\u00a0
\n $2,966,386\u00a0\u00a0
\n $<\/p>\n
–<\/p>\n
\u00a0<\/p>\n
Three-year bank deposit-non current\u00a0
\n \u00a04,421,828\u00a0\u00a0
\n \u00a04,130,514\u00a0<\/p>\n
Total\u00a0
\n $7,388,214\u00a0\u00a0
\n $4,130,514\u00a0<\/p>\n
\u00a0<\/p>\n
All fixed deposits were deposited in local banks
\nin the PRC, each with a deposit term of three years. As of December 31, 2025, the Company had four outstanding term deposits with the
\nfollowing maturity dates and annual interest rates:<\/p>\n
\u00a0<\/p>\n
(1)approximately $1.50 million with China Zheshang Bank, maturing on February 17, 2026, bearing
\ninterest at 3.25% per annum;<\/p>\n
\u00a0<\/p>\n
(2)approximately $1.48 million with China Zheshang Bank, maturing on June 27, 2027, bearing
\ninterest at 2.60% per annum;<\/p>\n
\u00a0<\/p>\n
(3)approximately $2.95 million with China Zheshang Bank, maturing on September 27, 2027, bearing
\ninterest at 2.40% per annum;<\/p>\n
\u00a0<\/p>\n
(4)approximately $1.47 million with Bank of Ningbo, maturing on September 20, 2026, bearing
\ninterest at 3.00% per annum.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 11 \u2013 NOTES PAYABLE <\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n As of\u00a0<\/p>\n
\u00a0\u00a0
\n December\u00a031,
2025\u00a0\u00a0
\n December\u00a031,
2024\u00a0<\/p>\n
Bank acceptance notes\u00a0
\n $12,759,720\u00a0\u00a0
\n $19,366,241\u00a0<\/p>\n
Total\u00a0
\n $12,759,720\u00a0\u00a0
\n $19,366,241\u00a0<\/p>\n
\u00a0<\/p>\n
The interest-free notes payable, ranging from
\nsix months to one year from the date of issuance, were secured by $0.07 million and $1.95 million of restricted cash and $3.43 million
\nand $13.85 million of notes receivable as of December 31, 2025 and 2024, respectively.<\/p>\n
\u00a0<\/p>\n
All the notes payable are subject to bank charges of 0.05% of the principal
\namount as commission, included in the financial expenses in the statement of operations, on each loan transaction.\u00a0The notes payable
\nbears no interests.<\/p>\n
\u00a0<\/p>\n
NOTE 12 \u2013 ACCOUNTS PAYABLE <\/p>\n
\u00a0<\/p>\n
Accounts payable are summarized as follow:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n As of\u00a0<\/p>\n
\u00a0\u00a0
\n December\u00a031,
2025\u00a0\u00a0
\n December\u00a031,
2024\u00a0<\/p>\n
Procurement of Materials\u00a0
\n $25,213,713\u00a0\u00a0
\n $22,804,612\u00a0<\/p>\n
Infrastructure& Equipment\u00a0
\n \u00a0113,793\u00a0\u00a0
\n \u00a0209,899\u00a0<\/p>\n
Freight fee\u00a0
\n \u00a0277,411\u00a0\u00a0
\n \u00a088,433\u00a0<\/p>\n
Total\u00a0
\n $25,604,917\u00a0\u00a0
\n $23,102,944\u00a0<\/p>\n
\u00a0<\/p>\n
NOTE 13 \u2013 OTHER CURRENT LIABILITIES<\/p>\n
\u00a0<\/p>\n
Other current liabilities are summarized as follow:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n As of\u00a0<\/p>\n
\u00a0\u00a0
\n December\u00a031,
2025\u00a0\u00a0
\n December\u00a031,
2024\u00a0<\/p>\n
Employee payables\u00a0
\n \u00a0909,168\u00a0\u00a0
\n \u00a01,049,994\u00a0<\/p>\n
Other tax payables\u00a0
\n \u00a0178,399\u00a0\u00a0
\n \u00a0272,632\u00a0<\/p>\n
Other payable*\u00a0
\n \u00a0248,565\u00a0\u00a0
\n \u00a0834,753\u00a0<\/p>\n
Accrued expenses\u00a0
\n \u00a0301,134\u00a0\u00a0
\n \u00a0177,566\u00a0<\/p>\n
Accrued after-sales service fee\u00a0
\n \u00a01,304,605\u00a0\u00a0
\n \u00a01,650,063\u00a0<\/p>\n
Total\u00a0
\n $2,941,871\u00a0\u00a0
\n $3,985,008\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 14 \u2013 DEFERRED REVENUE<\/p>\n
\u00a0<\/p>\n
Deferred revenue is summarized as follow:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n As of\u00a0<\/p>\n
\u00a0\u00a0
\n December\u00a031,
2025\u00a0\u00a0
\n December\u00a031,
2024\u00a0<\/p>\n
Subsidy\u00a0
\n \u00a01,083,784\u00a0\u00a0
\n \u00a01,263,180\u00a0<\/p>\n
Total\u00a0
\n $1,083,784\u00a0\u00a0
\n $1,263,180\u00a0<\/p>\n
\u00a0<\/p>\n
Changes in the deferred revenue are as follows:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0<\/p>\n
For
\n the Years Ended<\/p>\n
December\u00a031,<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n 2025\u00a0\u00a0
\n 2024\u00a0<\/p>\n
Beginning balance\u00a0
\n $1,263,180\u00a0\u00a0
\n $1,529,831\u00a0<\/p>\n
Recognized as revenue during the year\u00a0
\n \u00a0(228,357)\u00a0
\n \u00a0(228,097)<\/p>\n
Effect of foreign exchange change\u00a0
\n \u00a048,961\u00a0\u00a0
\n \u00a0(38,554)<\/p>\n
Ending balance\u00a0
\n $1,083,784\u00a0\u00a0
\n $1,263,180\u00a0<\/p>\n
\u00a0<\/p>\n
Subsidy mainly consists of an incentive granted
\nby the Chinese government to encourage transformation of fixed assets in China and other miscellaneous subsidy from the Chinese government.\u00a0As
\nof December 31, 2025, grant income decreased by $0.18 million, as compared to December 31, 2024. The change was mainly due to timing of
\nincurring qualifying expenses.<\/p>\n
\u00a0<\/p>\n
NOTE 15 \u2013 LEASES<\/p>\n
\u00a0<\/p>\n
The Company leases its assembly site under operating
\nleases, with initial terms of 5.58 years. Usually within four months prior to the expiration date of a lease, the Company is required
\nto notify the lessor and has a priority to continue renting the lease property if a lessor intends to lease property. The lease itself
\ndoes not have restrictions or covenants. Any damage, if made by the lessee, to the property and equipment within the property has to been
\nfixed or reimbursed by the lessee. As of December 31, 2025, this lease was terminated and no longer has any right-of-use asset or lease
\nliability outstanding.<\/p>\n
\u00a0<\/p>\n
Supplemental balance sheet information related
\nto leases as of\u00a0December 31, 2025 and 2024\u00a0is as follows:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0 As of\u00a0 \u00a0\u00a0 December\u00a031,
2025\u00a0\u00a0 December\u00a031,
2024\u00a0 Assets:\u00a0 \u00a0\u00a0\u00a0 \u00a0\u00a0 Right-of-use assets\u00a0 $<\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0–<\/p>\n
\u00a0\u00a0 $1,624,290\u00a0 Liabilities:\u00a0 \u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0 Lease liabilities\u00a0 $<\/p>\n
–<\/p>\n
\u00a0\u00a0 $516,673\u00a0 Lease liabilities\u00a0 \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0 \u00a01,167,941\u00a0 Total operating lease liabilities\u00a0 $<\/p>\n
–<\/p>\n
\u00a0\u00a0 $1,684,614\u00a0 Lease term and discount rate\u00a0 \u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0 Weighted average remaining lease term (in years)\u00a0 \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0 \u00a02.92\u00a0 Weighted average discount rate\u00a0 \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0 \u00a04.36\u00a0 <\/p>\n
\u00a0\u00a0\u00a0\u00a0<\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 15 \u2013 LEASES (CONTINUED)<\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0
The following summarizes the components of operating lease expense and provides supplemental cash flow information for operating leases:<\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/p>\n
\u00a0\u00a0<\/p>\n
For the years ended<\/p>\n
December\u00a031,<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n 2025\u00a0\u00a0
\n 2024\u00a0<\/p>\n
Components of lease expense:\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0<\/p>\n
Operating lease expense\u00a0
\n $254,594\u00a0\u00a0
\n $419,315\u00a0<\/p>\n
Total lease expense\u00a0
\n $254,594\u00a0\u00a0
\n $419,315\u00a0<\/p>\n
\u00a0<\/p>\n
NOTE 16 \u2013 WARRANT LIABILITY<\/p>\n
\u00a0<\/p>\n
The Company accounts for warrants as either equity-classified
\nor liability-classified instruments based on an assessment of the warrant\u2019s specific terms and applicable authoritative guidance
\nin FASBASC 480, Distinguishing Liabilities from Equity (\u201cASC 480\u201d) and ASC 815. The assessment considers whether the warrants
\nare freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants
\nmeet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company\u2019s
\nown ordinary shares and whether the warrant holders could potentially require \u201cnet cash settlement\u201d in a circumstance outside
\nof the Company\u2019s control, among other conditions for equity classification. This assessment, which requires the use of professional
\njudgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.<\/p>\n
\u00a0<\/p>\n
For issued or modified warrants that meet all
\nof the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the
\ntime of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required
\nto be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair
\nvalue of the warrants are recognized as a non-cash gain or loss on the statements of operations.<\/p>\n
\u00a0<\/p>\n
In connection with the registered direct offering
\nclosed on July 27, 2022, the Company issued to an investor a warrant to purchase up to 4,530,000 ordinary shares at an exercise price
\nof $4.49 per share. The warrant became exercisable on January 27, 2023 and will expire on January 26, 2028.<\/p>\n
\u00a0<\/p>\n
The warrants meet the definition of a derivative
\nunder FASB ASC 815, as the Company cannot avoid a net cash settlement under certain circumstances. The fair value of the warrant liabilities
\nwas measured using a Black\u2013Scholes model. Significant inputs into the model as of the reporting period begin remeasurement dates,
\nand as of the reporting period end remeasurement dates are as follows:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n Ordinary Share
Warrants\u00a0\u00a0
\n Ordinary Share
Warrants\u00a0<\/p>\n
\u00a0\u00a0
\n December\u00a031,
2025\u00a0\u00a0
\n December\u00a031,
2024\u00a0<\/p>\n
\u00a0\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0<\/p>\n
Share price\u00a0
\n $0.61\u00a0\u00a0
\n $1.94\u00a0<\/p>\n
Exercise price\u00a0
\n $4.49\u00a0\u00a0
\n $4.49\u00a0<\/p>\n
Expected term (years)\u00a0
\n \u00a01.04\u00a0\u00a0
\n \u00a01.54\u00a0<\/p>\n
Risk-free interest rate\u00a0
\n \u00a03.5%\u00a0
\n \u00a04.2%<\/p>\n
Expected volatility\u00a0
\n \u00a0100.00%\u00a0
\n \u00a0100.00%<\/p>\n
\u00a0<\/p>\n
The warrants outstanding and fair values at each
\nof the respective valuation dates are summarized below:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n As of\u00a0<\/p>\n
\u00a0
\n December\u00a031,
2025\u00a0\u00a0
\n December\u00a031,
2024\u00a0<\/p>\n
Number of ordinary share warrants\u00a0
\n \u00a04,530,000\u00a0\u00a0
\n \u00a04,530,000\u00a0<\/p>\n
Fair value of the warrants\u00a0
\n $70,910\u00a0\u00a0
\n $2,338,223\u00a0<\/p>\n
\u00a0<\/p>\n
The fair value of the warrants was classified
\nas a liability of $2,338,223 as of December 31, 2024. For the year ended December 31, 2025, the Company recognized a gain of $2,267,313
\nfor the investor warrant from the change in fair value of the warrant liability. As a result, the warrant liability is carried on the
\nconsolidated balance sheets at the fair value of $70,910 for the investor warrant, collectively, as of December 31, 2025.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 17 \u2013 SHAREHOLDERS\u2019 EQUITY<\/p>\n
\u00a0<\/p>\n
Preferred Shares \u2014 The Company
\nis authorized to issue an unlimited number of no par value preferred shares, divided into five classes, Class A through Class E, each
\nwith such designation, rights and preferences as may be determined by a resolution of the Company\u2019s board of directors to amend
\nthe Memorandum and Articles of Association to create such designations, rights and preferences. The Company has five classes of preferred
\nshares 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
\nthe same rights and obligations. Accordingly, starting with five classes of preferred shares will allow the Company to issue shares at
\ndifferent times on different terms. As of December 31, 2025 and December 31, 2024, there were no preferred shares designated, issued or
\noutstanding.<\/p>\n
\u00a0<\/p>\n
Ordinary Shares \u2014 The Company
\nis authorized to issue an unlimited number of no par value ordinary shares. Holders of the Company\u2019s ordinary shares are entitled
\nto one vote for each share. As of December 31, 2025 and 2024, there were 17,394,226 and 13,594,530 ordinary shares issued and outstanding,
\nrespectively.<\/p>\n
\u00a0<\/p>\n
On April 17, 2025, the Company granted a total of 997,300 and 2,802,396
\nordinary shares to its key employees under the Company\u2019s 2020 Equity Incentive Plan and 2021 Equity Incentive Plan, respectively.<\/p>\n
\u00a0<\/p>\n
Warrants \u2014\u00a0Redeemable warrants sold
\nas part of the units in the Company\u2019s initial public offering, or the Public Warrants (together with the Private Warrants (as defined
\nbelow), the \u201cWarrants\u201d) may only be exercised for a whole number of shares. No fractional shares were issued upon exercise
\nof the Public Warrants. The Public Warrants were exercisable from October 24, 2019 to October 24, 2024, a total of five years from the
\nconsummation of the Business Combination.<\/p>\n
\u00a0<\/p>\n
Private warrants included (i) the 282,000 warrants
\nunderlying the units issued to Greenland Asset Management Corporation (the \u201cSponsor\u201d) and Chardan Capital Markets, LLC (\u201cChardan\u201d)
\nin a private placement in connection with our initial public offering (\u201cPrivate Unit Warrants\u201d), and (ii) 120,000 warrants
\nheld by Chardan upon the exercise of its unit purchase option to purchase 120,000 units in March 2021 (\u201cOption Warrants,\u201d
\ntogether with Private Unit Warrants, the \u201cPrivate Warrants\u201d). The Private Warrants are identical to the Public Warrants underlying
\nthe units sold in the Initial Public Offering, except that the Private Warrants and the ordinary shares issuable upon the exercise of
\nthe Private Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject
\nto certain limited exceptions. Additionally, the Private Warrants were exercisable on a cashless basis and are non-redeemable so long
\nas they are held by the initial purchasers or their permitted transferees. If the Private Warrants were held by someone other than the
\ninitial purchasers or their permitted transferees, the Private Warrants would be redeemable by the Company and exercisable by such holders
\non the same basis as the Public Warrants.<\/p>\n
\u00a0<\/p>\n
As of December 31, 2025, there were no warrants
\noutstanding.<\/p>\n
\u00a0<\/p>\n
Subsequent Event \u2014 Dual-Class Share
\nStructure<\/p>\n
\u00a0<\/p>\n
As further described in Note 24 \u2013 Subsequent
\nEvents, on January 30, 2026, the Company\u2019s shareholders approved the implementation of a dual-class share structure. Upon effectiveness
\nof such approval, the Company\u2019s existing ordinary shares were re-designated as follows:<\/p>\n
\u00a0<\/p>\n
Shareholder\u00a0
\n \u00a0Shares Held as of
December 31, 2025\u00a0\u00a0
\n Reclassification\u00a0
\n Shares Held After
January 30, 2026<\/p>\n
Trendway Capital Limited\u00a0
\n \u00a06,011,740 Ordinary Shares\u00a0\u00a0
\n \u2192 Class B Ordinary Shares\u00a0
\n 6,011,740 Class B Ordinary Shares<\/p>\n
All other shareholders\u00a0
\n \u00a011,382,486 Ordinary Shares\u00a0\u00a0
\n \u2192 Class A Ordinary Shares\u00a0
\n 11,382,486 Class A Ordinary Shares<\/p>\n
Total\u00a0
\n \u00a017,394,226 Ordinary Shares\u00a0\u00a0
\n \u2014\u00a0
\n 17,394,226 Ordinary Shares<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 17 \u2013 SHAREHOLDERS\u2019 EQUITY (CONTINUED)<\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0
The following table sets forth the pro forma effect of the Reorganization on the Company\u2019s share capital as of December 31, 2025,
\nas if the Reorganization had been effected on such date (unaudited):<\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/p>\n
\u00a0\u00a0
\n As of
December 31,
2025\u00a0\u00a0
\n Pro Forma
(Unaudited)\u00a0<\/p>\n
Ordinary shares\u00a0
\n \u00a017,394,226\u00a0Shares\u00a0\u00a0
\n \u00a0<\/p>\n
\u2014<\/p>\n
\u00a0<\/p>\n
Class A Ordinary Shares\u00a0
\n \u00a0<\/p>\n
\u2014<\/p>\n
\u00a0\u00a0
\n \u00a011,382,486\u00a0Shares\u00a0<\/p>\n
Class B Ordinary Shares\u00a0
\n \u00a0<\/p>\n
\u2014<\/p>\n
\u00a0\u00a0
\n \u00a06,011,740\u00a0Shares\u00a0<\/p>\n
Total shareholders\u2019 equity\u00a0
\n \u00a067,457,279\u00a0\u00a0
\n \u00a067,457,279\u00a0<\/p>\n
\u00a0<\/p>\n
The pro forma information is for illustrative
\npurposes only and does not reflect the actual share capital structure as of December 31, 2025. The Reorganization will be reflected in
\nthe Company\u2019s consolidated financial statements beginning in the first quarter of 2026.<\/p>\n
\u00a0<\/p>\n
As of January 30, 2026, all Class B Ordinary Shares
\nwere held by Trendway Capital Limited, an entity controlled by Mr. Peter Zuguang Wang, the Chairman of the Company\u2019s Board of Directors.
\nClass B Ordinary Shares carry 25 votes per share, while Class A Shares carry one vote per share. Both classes have identical economic
\nrights.<\/p>\n
\u00a0<\/p>\n
NOTE 18 \u2013 EARNINGS PER SHARE<\/p>\n
\u00a0<\/p>\n
The Company reports earnings per share in accordance
\nwith the provisions of the FASB\u2019s related accounting standard. This standard requires presentation of basic and diluted earnings
\nper share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes
\ndilution, but includes vested restricted stocks and is computed by dividing income available to shareholders by the weighted average ordinary
\nshares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities
\nor other contracts to issue ordinary shares were exercised and converted into ordinary shares.<\/p>\n
\u00a0<\/p>\n
The following is a reconciliation of the basic
\nand diluted earnings per share computation:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n Years ended
December 31,\u00a0<\/p>\n
\u00a0\u00a0
\n 2025\u00a0\u00a0
\n 2024\u00a0<\/p>\n
Net income attributable to the Greenland Technologies Holding Corporation and subsidiaries\u00a0
\n $4,931,543\u00a0\u00a0
\n $14,066,972\u00a0<\/p>\n
Weighted average basic and diluted computation shares outstanding:\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
Weighted average shares used in basic computation\u00a0
\n \u00a016,145,011\u00a0\u00a0
\n \u00a013,594,530\u00a0<\/p>\n
Diluted effect of stock options and warrants\u00a0
\n \u00a0<\/p>\n
\u2014<\/p>\n
\u00a0\u00a0
\n \u00a0<\/p>\n
\u2014<\/p>\n
\u00a0<\/p>\n
Weighted average shares used in diluted computation\u00a0
\n \u00a016,145,011\u00a0\u00a0
\n \u00a013,594,530\u00a0<\/p>\n
Basic and diluted net income per share\u00a0
\n $0.31\u00a0\u00a0
\n $1.03\u00a0<\/p>\n
\u00a0<\/p>\n
For the years ended December 31, 2025 and 2024,
\n4,530,000 shares underlying outstanding warrants to an investor were excluded from the calculation of diluted loss per share as the warrants
\nwere anti-dilutive. The exercise price of the warrants is higher than the average price of ordinary shares during the periods, so the
\nwarrants is \u201cout-of-the-money\u201d and result in an anti-dilutive effect on earnings per share.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 19 \u2013 GEOGRAPHICAL SALES AND SEGMENTS <\/p>\n
\u00a0<\/p>\n
All of the Company\u2019s operations are considered
\nby the chief operating decision maker to be aggregated in one reportable operating segment.<\/p>\n
\u00a0<\/p>\n
Information for the Company\u2019s sales by geographical
\narea for the years ended December 31, 2025 and 2024 are as follows:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n For the years ended
December\u00a031,\u00a0<\/p>\n
\u00a0\u00a0
\n 2025\u00a0\u00a0
\n 2024\u00a0<\/p>\n
Domestic Sales\u00a0
\n $88,734,230\u00a0\u00a0
\n $82,249,656\u00a0<\/p>\n
International Sales\u00a0
\n \u00a01,959,777\u00a0\u00a0
\n \u00a01,695,005\u00a0<\/p>\n
Total\u00a0
\n $90,694,007\u00a0\u00a0
\n $83,944,661\u00a0<\/p>\n
\u00a0<\/p>\n
NOTE 20 \u2013 INCOME TAXES<\/p>\n
\u00a0<\/p>\n
The Company is subject to income taxes on an entity
\nbasis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.<\/p>\n
\u00a0<\/p>\n
British Virgin Islands<\/p>\n
\u00a0<\/p>\n
Greenland was incorporated in the British Virgin Islands and is not
\nsubject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities
\nto their shareholders, no British Virgin Islands withholding tax will be imposed.<\/p>\n
\u00a0<\/p>\n
United States<\/p>\n
\u00a0<\/p>\n
HEVI and Greenland Holding are subject to U.S.
\nfederal tax laws. On December 22, 2017, the \u201cTax Cuts and Jobs Act\u201d was enacted. Under its provisions, the U.S. corporate
\ntax rate decreased from\u00a034% to\u00a021%. Accordingly, we have remeasured our deferred tax assets on our net operating loss carry
\nforwards in the U.S. at the lower enacted tax rate of\u00a021%. However, this remeasurement had no effect on our income tax expense as
\nwe have provided a\u00a0100% valuation allowance on our deferred tax assets previously.<\/p>\n
\u00a0<\/p>\n
Hong Kong<\/p>\n
\u00a0<\/p>\n
Zhongchai Holding and Hengyu Capital was incorporated
\nin Hong Kong and is subject to Hong Kong profits tax at a tax rate of\u00a016.5%. Since Zhongchai Holding and Hengyu Capital had no taxable
\nincome during the reporting period, it has not paid Hong Kong profits taxes. Zhongchai Holding and Hengyu Capital has not recognized an
\nincome tax benefit for its operating losses in Hong Kong because the Company does not expect to commence active operations in Hong Kong.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 20 \u2013 INCOME TAXES (CONTINUED)<\/p>\n
\u00a0<\/p>\n
PRC<\/p>\n
\u00a0<\/p>\n
Zhejiang Zhongchai and Hangzhou Greenland are
\ngoverned by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable
\ntax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Hangzhou
\nGreenland, the wholly owned subsidiary of Zhongchai Holding, is subject to the 25% standard income tax rate. Zhejiang Zhongchai obtained
\na \u201chigh-tech enterprise\u201d status near the end of the fiscal year of 2022. The \u201chigh-tech enterprise\u201d status is
\nreevaluated by relevant Chinese government agencies every three years. Zhejiang Zhongchai\u2019s current \u201chigh-tech enterprise\u201d
\nwill be reevaluated near the end of 2028. Such status allows Zhejiang Zhongchai to enjoy a reduced statutory income tax rate of 15%, rather
\nthan the standard PRC corporate income tax rate of 25%.<\/p>\n
\u00a0<\/p>\n
For the years ended December 31, 2025 and 2024,
\nthe components of income tax expense consist of the following:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n For the years ended
December\u00a031,\u00a0<\/p>\n
\u00a0\u00a0
\n 2025\u00a0\u00a0
\n 2024\u00a0<\/p>\n
Current income tax\u00a0
\n $3,513,237\u00a0\u00a0
\n $1,692,244\u00a0<\/p>\n
Deferred income tax\u00a0
\n \u00a0(1,415)\u00a0
\n \u00a0(179,486)<\/p>\n
Total Income tax\u00a0
\n $3,511,822\u00a0\u00a0
\n $1,512,758\u00a0<\/p>\n
\u00a0<\/p>\n
Below is a reconciliation of the statutory tax
\nrate to the effective tax rate:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0<\/p>\n
For the years ended <\/p>\n
December\u00a031,<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n 2025\u00a0\u00a0
\n 2024\u00a0<\/p>\n
PRC statutory income tax rates*\u00a0
\n \u00a025.00%\u00a0
\n \u00a025.00%<\/p>\n
Permanent difference\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
%\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
%<\/p>\n
Super deduction on eligible R&D expenditure\u00a0
\n \u00a0(6.72)%\u00a0
\n \u00a0(3.76)%<\/p>\n
\u201cHigh-tech enterprise\u201d tax deduction\u00a0
\n \u00a0(17.67)%\u00a0
\n \u00a0(10.67)%<\/p>\n
Effect of different tax jurisdiction\u00a0
\n \u00a00.53%\u00a0
\n \u00a0(1.20)%<\/p>\n
Effect of adjusting income tax for prior periods\u00a0
\n \u00a0(1.46)%\u00a0
\n \u00a0(0.62)%<\/p>\n
Effect of internal withholding of income tax and internal offsetting\u00a0
\n \u00a032.09%\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0<\/p>\n
Change in valuation allowance\u00a0
\n \u00a0(2.77)%\u00a0
\n \u00a00.33%<\/p>\n
Actual income tax rate\u00a0
\n \u00a029.00%\u00a0
\n \u00a09.08%<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Deferred tax assets consist of the following:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n As of\u00a0<\/p>\n
\u00a0\u00a0
\n December\u00a031,
2025\u00a0\u00a0
\n December\u00a031,
2024\u00a0<\/p>\n
Allowance\u00a0
\n $117,969\u00a0\u00a0
\n $39,236\u00a0<\/p>\n
Accrued expense\u00a0
\n \u00a0328,644\u00a0\u00a0
\n \u00a0387,249\u00a0<\/p>\n
Net operating losses carried forward in the PRC\u00a0
\n \u00a0389,035\u00a0\u00a0
\n \u00a0278,989\u00a0<\/p>\n
Net operating losses carried forward in the U.S.\u00a0
\n \u00a02,507,106\u00a0\u00a0
\n \u00a01,858,265\u00a0<\/p>\n
Net operating losses carried forward in the Hong Kong\u00a0
\n \u00a0522\u00a0\u00a0
\n \u00a0150,280\u00a0<\/p>\n
Totals\u00a0
\n \u00a03,343,276\u00a0\u00a0
\n \u00a02,714,019\u00a0<\/p>\n
Less: Valuation allowance\u00a0
\n \u00a0(2,896,663)\u00a0
\n \u00a0(2,287,534)<\/p>\n
Deferred tax assets, net\u00a0
\n $446,613\u00a0\u00a0
\n $426,485\u00a0<\/p>\n
\u00a0<\/p>\n
The Company has recorded nil unrecognized benefit
\nas of December\u00a031, 2025 and December\u00a031, 2024, respectively. On the information currently available, the Company does not anticipate
\na significant increase or decrease to its unrecognized benefit within the next 12 months.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 21 \u2013 COMMITMENTS AND CONTINGENCIES<\/p>\n
\u00a0<\/p>\n
Lease Commitments<\/p>\n
\u00a0<\/p>\n
The Company has leased premises for its assembly
\nsite under operating leases since June 2022. Rent expense is recognized on a straight-line basis over the terms of the operating leases
\naccordingly and the Company records the difference between cash rent payments and the recognition of rent expense as a deferred rent liability.\u00a0<\/p>\n
\u00a0<\/p>\n
The following are the aggregate non-cancellable
\nfuture minimum lease payments under operating leases as of December 31, 2025:\u00a0<\/p>\n
\u00a0<\/p>\n
For the year ending December 31,\u00a0
\n Operating
Leases\u00a0<\/p>\n
2026\u00a0
\n $14,085\u00a0<\/p>\n
Total lease payments\u00a0
\n $14,085\u00a0<\/p>\n
\u00a0<\/p>\n
NOTE 22 \u2013 RELATED PARTY TRANSACTIONS<\/p>\n
\u00a0<\/p>\n
(a) Names and Relationship of Related Parties: <\/p>\n
\u00a0<\/p>\n
\u00a0 Existing Relationship with the Company Cenntro Holding Limited Under common control of Peter Zuguang Wang Cenntro Smart Manufacturing Tech. Co., Ltd. Under common control of Peter Zuguang Wang Zhuhai Hengzhong Industrial Investment Fund (Limited Partnership) Under common control of Peter Zuguang Wang Peter Zuguang Wang Chairman of the Board of Directors of the Company Xinchang County Jiuhe Investment Management Partnership (LP) Under control of Mr. Mengxing He, the General Manager of Zhejiang Zhongchai Xinchang County Jiuxin Investment Management Partnership (LP) Under control of Mr. Mengxing He, the General Manager and one of the directors of Zhejiang Zhongchai\/Non-controlling interest of Zhejiang Zhongchai Raymond Z. Wang Chief Executive Officer and President Cenntro Inc. Under common control of Peter Zuguang Wang Cenntro Enterprise Limited Under common control of Peter Zuguang Wang <\/p>\n
\u00a0<\/p>\n
(b) Summary of Balances with Related Parties: <\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u00a0
\n As of
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n December\u00a031,
2025
\n \u00a0
\n \u00a0
\n December\u00a031,
2024
\n \u00a0<\/p>\n
Due to related parties:
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
Cenntro Smart Manufacturing Tech. Co., Ltd.1
\n \u00a0
\n $
\n –
\n \u00a0
\n \u00a0
\n $
\n 2,534
\n \u00a0<\/p>\n
Zhuhai Hengzhong Industrial Investment Fund (Limited Partnership)2
\n \u00a0
\n \u00a0
\n \u00a094,442
\n \u00a0
\n \u00a0
\n \u00a0
\n 94,442
\n \u00a0<\/p>\n
Cenntro Holding Limited3
\n \u00a0
\n \u00a0
\n 1,341,627
\n \u00a0
\n \u00a0
\n \u00a0
\n 1,341,627
\n \u00a0<\/p>\n
Peter Zuguang Wang4
\n \u00a0
\n \u00a0
\n 2,392,961
\n \u00a0
\n \u00a0
\n \u00a0
\n 2,392,961
\n \u00a0<\/p>\n
Xinchang County Jiuhe Investment Management Partnership (LP)5
\n \u00a0
\n \u00a0
\n –
\n \u00a0
\n \u00a0
\n \u00a0
\n 5,205,979
\n \u00a0<\/p>\n
Xinchang County Jiuxin Investment Management Partnership (LP)6
\n \u00a0
\n \u00a0
\n 1,429,981\u00a0\u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0<\/p>\n
Raymond Z. Wang7
\n \u00a0
\n \u00a0
\n 16,000
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0<\/p>\n
Total
\n \u00a0
\n $
\n 5,275,011
\n \u00a0
\n \u00a0
\n $
\n 9,037,543
\n \u00a0<\/p>\n
\u00a0<\/p>\n
All balances of due to related parties as of December
\n31, 2025 and 2024 were unsecured, interest-free and had no fixed terms of repayments.<\/p>\n
\u00a0<\/p>\n
The balance of due to related parties as of December
\n31, 2025 and December 31, 2024 consisted of:<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 22 \u2013 RELATED PARTY TRANSACTIONS (CONTINUED)<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n As of\u00a0<\/p>\n
\u00a0\u00a0
\n December\u00a031,\u00a0\u00a0
\n December\u00a031,\u00a0<\/p>\n
\u00a0\u00a0
\n 2025\u00a0\u00a0
\n 2024\u00a0<\/p>\n
Due from related parties-current:\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0<\/p>\n
Cenntro Inc.\u00a0
\n \u00a0840,000\u00a0\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0<\/p>\n
Zhuhai Hengzhong Industrial Investment Fund (Limited Partnership)\u00a0
\n \u00a0245,017\u00a0\u00a0
\n \u00a0235,497\u00a0<\/p>\n
Cenntro Enterprise Limited\u00a0
\n \u00a021,400\u00a0\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0<\/p>\n
Total\u00a0
\n $1,106,417\u00a0\u00a0
\n $235,497\u00a0<\/p>\n
\u00a0<\/p>\n
The balance of due from related parties as of
\nDecember 31, 2025 and December 31, 2024 consisted of:<\/p>\n
\u00a0<\/p>\n
Due from Cenntro Inc. was $0.84 million and nil
\nas of December\u00a031, 2025 and December 31, 2024, respectively. The amount of due from this related party represents a loan with an
\nannual interest rate of 7.5% and will mature before April 14, 2026. Pursuant to a supplementary agreement between the parties, the period
\nbefore April 15, 2025 shall be an interest-free period for the Advanced Funds.<\/p>\n
\u00a0<\/p>\n
Due from Zhuhai Hengzhong Industrial Investment
\nFund (Limited Partnership) was $0.25 million as of December\u00a031, 2025 and December 31, 2024. The amount of due from this related party
\nrepresents a loan with annual interest rate of 4.785%.<\/p>\n
\u00a0<\/p>\n
Due from Cenntro Enterprise limited was $0.02
\nmillion and nil as of December\u00a031, 2025 and December 31, 2024, respectively. The amount of due from this related party represents
\nexpenses paid on behalf of the related party.<\/p>\n
\u00a0<\/p>\n
(c)
\n Summary of Related Party Dividend Payment:<\/p>\n
\u00a0<\/p>\n
A summary of dividend payment declared by Zhejiang
\nZhongchai to related parties for the years ended December 31, 2025 and 2024 are listed below:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n For the years ended
December 31,\u00a0<\/p>\n
\u00a0\u00a0
\n 2025\u00a0\u00a0
\n 2024\u00a0<\/p>\n
Dividend payment to related parties:\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0<\/p>\n
Xinchang County Jiuxin Investment Management Partnership (LP)\u00a0
\n \u00a02,221,760\u00a0\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0<\/p>\n
Xinchang County Jiuhe Investment Management Partnership (LP)\u00a0
\n \u00a0<\/p>\n
–<\/p>\n
\u00a0\u00a0
\n \u00a05,934,100\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
GREENLAND TECHNOLOGIES HOLDING CORPORATION AND
\nSUBSIDIARIES<\/p>\n
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<\/p>\n
\u00a0<\/p>\n
NOTE 23 \u2013FINANCIAL STATEMENT RECLASSIFICATION<\/p>\n
\u00a0<\/p>\n
Certain balances in the prior period consolidated
\nfinancial statements have been reclassified for comparison purposes to conform to the presentation in the current period consolidated
\nfinancial statements. These reclassifications had no effect on the reported results of operations or financial position.<\/p>\n
\u00a0<\/p>\n
NOTE 24 \u2013 SUBSEQUENT EVENTS<\/p>\n
\u00a0<\/p>\n
Management has evaluated subsequent events through
\nthe date that the financial statements were available to be issued, which is March 23, 2026. All subsequent events requiring recognition
\nas of December\u00a031, 2025 have been incorporated into these financial statements, and there are no other subsequent events that require
\ndisclosure in accordance with FASB ASC Topic 855.<\/p>\n
\u00a0<\/p>\n
On January 30, 2026, the Company\u2019s shareholders
\napproved two resolutions to implement a dual-class share structure (the \u201cReorganization\u201d), effective immediately upon such
\napproval:<\/p>\n
\u00a0<\/p>\n
1. Share Capital Reorganization Proposal:
\nTo implement a dual-class structure for the Company\u2019s ordinary shares in accordance with Clause 6.4 of the Company\u2019s Memorandum of Association,
\npursuant to which the existing ordinary shares of no par value were re-designated into:<\/p>\n
\u00a0<\/p>\n
Class A Ordinary Shares: No
\npar value, each carrying one (1) vote per share.<\/p>\n
\u00a0<\/p>\n
Class B Ordinary Shares: No
\npar value, each carrying twenty-five (25) votes per share.<\/p>\n
\u00a0<\/p>\n
2\u3001Share Re-classification Proposal:<\/p>\n
\u00a0<\/p>\n
All issued ordinary shares
\nheld by Trendway Capital Limited (an entity controlled by Mr. Peter Zuguang Wang, Chairman of the Board) be reclassified as Class B Ordinary
\nShares.<\/p>\n
\u00a0<\/p>\n
All remaining outstanding ordinary
\nshares be reclassified as Class A Ordinary Shares.<\/p>\n
\u00a0<\/p>\n
Key Terms of the Reorganization<\/p>\n
\u00a0<\/p>\n
Item \u00a0 Description Effective Date \u00a0 January 30, 2026 Legal Authority \u00a0 Clause 6.4 of the Company\u2019s Memorandum of Association Class A Ordinary Shares \u00a0 One (1) vote per share; not convertible into Class B Ordinary Shares. Class B Ordinary Shares \u00a0 Twenty-five (25) votes per share; convertible into Class A Ordinary Shares at any time at the election of the holder; automatically converts into Class A Ordinary Shares upon transfer to a non-affiliate. Economic Rights \u00a0 Both classes have identical rights to dividends, distributions, and liquidation proceeds. Authorized Shares \u00a0 Unlimited number of authorized shares for both classes <\/p>\n
\u00a0<\/p>\n
Allocation of Shares<\/p>\n
\u00a0<\/p>\n
Upon effectiveness of the Reorganization, Trendway
\nCapital Limited held all Class B Ordinary Shares, and all remaining shareholders held Class A Ordinary Shares.<\/p>\n
\u00a0<\/p>\n
The Reorganization constitutes a reclassification
\nwithin equity in accordance with ASC 505-20 and does not affect total shareholders\u2019 equity, assets, liabilities, or results of operations.<\/p>\n
\u00a0<\/p>\n
On January 28, 2026, the Company entered into
\nan underwriting agreement with Joseph Stone Capital, LLC, as sole underwriter, pursuant to which the Company agreed to sell 5,083,330
\nunits (the \u201cUnits\u201d) at a public offering price of $1.20 per Unit. Each Unit consisted of one (1) ordinary share of the Company
\nand four-fifths (4\/5) of one warrant (each whole warrant, a \u201cJanuary 2026 Warrant\u201d), with each whole January 2026 Warrant
\nexercisable for one (1) ordinary share at an exercise price of $1.20 per share, or by means of a zero price exercise, and expiring three
\n(3) years from the date of issuance. The ordinary shares and January 2026 Warrants included in the Units were immediately separable and
\nwere issued separately. The offering closed on January 29, 2026, and the Company received gross proceeds of approximately $6.1 million,
\nbefore deducting underwriting discounts and other offering expenses.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
\nACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE<\/p>\n
\u00a0<\/p>\n
None.<\/p>\n
\u00a0<\/p>\n
ITEM 9A. CONTROLS AND PROCEDURES<\/p>\n
\u00a0<\/p>\n
Evaluation of Disclosure Controls and Procedures<\/p>\n
\u00a0<\/p>\n
Disclosure controls, as defined under Rule 13a-15(e) and 15d-15(e)
\npromulgated under the Exchange Act, are procedures that are designed with the objective of ensuring that information required to be disclosed
\nin our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time specified
\nin the SEC\u2019s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated
\nand communicated to our management, including the Chief Executive Officer and Acting Chief Financial Officer, as appropriate to allow
\ntimely decisions regarding required disclosure.<\/p>\n
\u00a0\u00a0<\/p>\n
As of December 31, 2025, the end of the fiscal
\nyear covered by this Report, our management, under the supervision and with the participation of our Chief Executive Officer and Acting
\nChief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures.<\/p>\n
\u00a0<\/p>\n
Based on the evaluation, our Chief Executive Officer
\nand Acting Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were ineffective. They
\nreached this conclusion due to the presence of material weakness in internal controls over financial reporting as described below. Greenland\u2019s
\nmanagement anticipates that the Company\u2019s disclosure controls and procedures will remain ineffective until such material weaknesses
\nare remediated.<\/p>\n
\u00a0<\/p>\n
Management\u2019s Annual Report on Internal
\nControl over Financial Reporting<\/p>\n
\u00a0<\/p>\n
Our management is responsible for establishing
\nand maintaining adequate internal control over financial reporting, as such item is defined in Rules 13a-15(f) and 15d-15(f) under the
\nExchange Act, for the Company. Internal control over financial reporting includes those policies and procedures that (1) pertain to the
\nmaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2)
\nprovide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
\ngenerally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations
\nof its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
\nuse, or disposition of our assets that could have a material effect on the financial statements.<\/p>\n
\u00a0<\/p>\n
Under the supervision and with the participation
\nof our Chief Executive Officer, we conducted an evaluation on the effectiveness of our internal control over financial reporting as of
\nDecember 31, 2025 based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring
\nOrganizations of the Treadway Commission (COSO). Based on the evaluation under this framework, Greenland\u2019s management concluded
\nthat the Company\u2019s internal control over financial reporting was ineffective as of the evaluation date due to the following material
\nweakness:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n The lack of sufficient and competent financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to prepare consolidated financial statements and related disclosures in accordance with U.S. GAAP and SEC reporting requirements.<\/p>\n
\u00a0<\/p>\n
Based on the above factors, management concluded
\nthat our insufficient knowledge of U.S. GAAP and SEC rules represents a material weakness in the Company\u2019s internal control over
\nfinancial reporting as of December 31, 2025.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
As a result, the Company has developed a remedial
\nplan to strengthen its accounting and financial reporting functions. To strengthen the Company\u2019s internal control over financial
\nreporting, the Company expects to implement the following remedial actions during fiscal year ending December 31, 2026:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n developing and formalizing of key accounting and financial reporting policies and procedures;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n recruiting more financial reporting and accounting personnel who have adequate U.S. GAAP knowledge; <\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n initiating a targeted training program for key accounting personnel, focusing on complex U.S. GAAP topics and SEC disclosure requirements;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n planning to acquire additional resources to strengthen the financial reporting function and set up a financial and system control framework; and<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n implementing a new review protocol requiring that all non-recurring or complex transactions be reviewed by both management and the external consultants prior to finalization, to ensure proper accounting treatment and disclosure in accordance with U.S. GAAP. <\/p>\n
\u00a0<\/p>\n
Inherent Limitations on Disclosure Controls
\nand Procedures and Internal Control over Financial Reporting<\/p>\n
\u00a0<\/p>\n
The effectiveness of any system of internal control
\nover financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing,
\noperating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of
\ninternal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not
\nabsolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
\nmay become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
\nWe intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you
\nthat such improvements will be sufficient to provide us with effective internal control over financial reporting.<\/p>\n
\u00a0<\/p>\n
Notwithstanding the material weakness in our internal
\ncontrol over financial reporting, the consolidated financial statements included in this Report fairly present, in all material respects,
\nour financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally
\naccepted in the United States of America.<\/p>\n
\u00a0<\/p>\n
Attestation Report of the Registered Public
\nAccounting Firm\u00a0<\/p>\n
\u00a0<\/p>\n
This Report does not include an attestation report
\nof our independent registered public accounting firm regarding internal control over financial reporting because we do not qualify as
\neither a large accelerated filer nor an accelerated filer. Our management\u2019s report was not subject to attestation by our independent
\nregistered public accounting firm pursuant to the rules of the SEC that permit us to provide only management\u2019s report in this Report.<\/p>\n
\u00a0<\/p>\n
Changes in Internal Control over Financial
\nReporting<\/p>\n
\u00a0<\/p>\n
There was no change in our internal control over
\nfinancial reporting during the fiscal year ended December 31, 2025 that has materially affected, or is reasonably likely to materially
\naffect, our internal control over financial reporting.<\/p>\n
\u00a0<\/p>\n
ITEM 9B.\u00a0OTHER INFORMATION<\/p>\n
\u00a0<\/p>\n
None.<\/p>\n
\u00a0<\/p>\n
ITEM 9C.\u00a0DISCLOSURE REGARDING FOREIGN JURISDICTIONS
\nTHAT PREVENT INSPECTIONS<\/p>\n
\u00a0<\/p>\n
Not Applicable.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
PART III<\/p>\n
\u00a0<\/p>\n
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE<\/p>\n
\u00a0<\/p>\n
The following table sets forth information regarding
\neach of our current directors and executive officers:<\/p>\n
\u00a0<\/p>\n
Name
\n \u00a0
\n Age
\n \u00a0
\n Position<\/p>\n
Peter Zuguang Wang(5)
\n \u00a0
\n 71
\n \u00a0
\n Chairman of the Board of Directors<\/p>\n
Raymond Z. Wang
\n \u00a0
\n 41
\n \u00a0
\n Chief Executive Officer and President<\/p>\n
Chenyang Wang
\n \u00a0
\n 38
\n \u00a0
\n Acting Chief Financial Officer<\/p>\n
Ming Zhao(1)(4)
\n \u00a0
\n 49
\n \u00a0
\n Independent Director<\/p>\n
Charles Athle Nelson(1)(2)(3)(4)
\n \u00a0
\n 73
\n \u00a0
\n Independent Director<\/p>\n
Zheng He(2)(3)(4)
\n \u00a0
\n 57
\n \u00a0
\n Independent Director<\/p>\n
Bo (Frank) Shen(1)(2)(3)(5)
\n \u00a0
\n 56
\n \u00a0
\n Independent Director<\/p>\n
\u00a0<\/p>\n
(1)
\n Member of the audit committee<\/p>\n
\u00a0
\n \u00a0<\/p>\n
(2)
\n Member of the compensation committee<\/p>\n
\u00a0
\n \u00a0<\/p>\n
(3)
\n Member of the nominating and corporate governance committee<\/p>\n
\u00a0
\n \u00a0<\/p>\n
(4)
\n Class I director<\/p>\n
\u00a0
\n \u00a0<\/p>\n
(5)
\n Class II director<\/p>\n
\u00a0<\/p>\n
Mr. Peter Zuguang
\nWang\u00a0has served as the chairman of the board of directors of the Company since October 24, 2019. In addition, Mr. Wang has served
\nas Zhongchai Holding\u2019s sole director since its inception in April 2009. He has also served as the Chief Executive Officer of Cenntro
\nAutomotive Group, a company that designs and manufactures all-electric\u00a0utility vehicles for sale in the United States, Europe and
\nthe PRC, since February 2013. Mr. Peter Wang has served as the president of Shangri-La Plantation LLC since August 2002. Mr. Peter Wang
\nhas served as the chief executive officer and chairman of the board of directors of Cenntro Inc., a Nasdaq listed company (Nasdaq: CENN)
\nsince its inception in May 2017. Mr. Wang has also served as the managing director of Cenntro Holding Limited and Cenntro Enterprises
\nLimited since December 2005 and October 2020, respectively. Mr.\u00a0Wang earned his dual Bachelor of Science degrees in Mathematics and
\nComputer Science and Master of Science degree in Electrical Engineering from University of Illinois at Chicago in 1983. He received a
\nMaster of Business Administration degree in Marketing from Nova South-eastern University. Mr. Peter Wang\u2019s extensive experience
\nin the electric vehicle industry, his leadership of multiple companies in this sector, and his technical background in engineering and
\nbusiness administration make him well-qualified to serve as the chairman of the board of directors and provide strategic guidance to the
\nCompany in light of its business operations in the electric vehicle market.<\/p>\n
\u00a0<\/p>\n
Mr. Raymond Z. Wang\u00a0has
\nserved as our chief executive officer and president since October 2019, the chief executive officer of Zhongchai Holding since April 2019,
\nand the chief executive officer of HEVI since January 2020. From February 2019 to November 2020, Mr. Wang served as Chairman of the board
\nof ONE Project, a non-profit organization that unifies local communities to collectively tackle social issues such as hunger. From November
\n2017 to March 2019, Mr. Wang was the President of Devirra Corporation, a warehousing management and logistic company. From August 2007
\nto July 2017, Mr. Wang worked as the Vice President at Bank of America Merrill Lynch, developing a client acquisition channel for an online
\nplatform. From December 2005 to March 2007, Mr. Wang served as the Financial Advisor at Cowan Financial Group, a full-service financial
\nplanning and consulting firm, in New York. Mr. Wang received his Bachelor\u2019s degree in Economics from Rutgers University.<\/p>\n
\u00a0<\/p>\n
Ms. Chenyang Wang\u00a0has
\nserved as our Acting Chief Financial Officer since April\u00a02025. Ms. Wang served as a manager in the securities affairs department
\nat a\u00a0publicly listed agriculture services company\u00a0from May\u00a02018 to February\u00a02025. Ms. Wang served as an investment
\nmanager at Zhejiang Yangzhechen Asset Management Co., Ltd. from October\u00a02016 to April\u00a02018. From October\u00a02010 to April\u00a02012,
\nMs. Wang worked as a research analyst at Zhejiang Hanbo Investment Management Co., Ltd., where she was responsible for investment analysis-related\u00a0work.
\nMs. Wang received a Bachelor\u2019s degree in Financial Engineering from South-Central\u00a0Minzu University in China in 2011, a Master\u2019s
\ndegree in Finance from Nankai University in China in 2018, and a Bachelor\u2019s degree in Financial Management from Renmin University
\nof China in 2021.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Mr. Ming Zhao\u00a0has
\nserved as our independent director since December 2020. Mr. Zhao has served as the chief financial officer at China Jo-Jo\u00a0Drugstores
\nInc (Nasdaq: CJJD) since August 2011. Mr.\u00a0Zhao is a licensed certified public accountant. He received his bachelor\u2019s degree
\nin accounting from Central University of Finance and Economic in Beijing in July 1999 and his master\u2019s degree in professional accounting
\nfrom the University of Washington in December 2002. Mr. Zhao\u2019s experience as chief financial officer of a publicly listed company,
\nhis credentials as a licensed certified public accountant, and his expertise in financial reporting and accounting matters qualify him
\nto serve as an independent director and contribute valuable financial oversight to the board of directors.<\/p>\n
\u00a0<\/p>\n
Mr.\u00a0Charles Athle
\nNelson\u00a0has served as our independent director since December 2020. Mr. Nelson has been active in the capital markets for the
\npast 35 years. He began his financial career as a market representative with American International Group and in 1979 joined Dean Witter
\nReynolds as a Financial Advisor, working with high net worth and institutional clients. In 1980, he joined Drexel Burnham and Lambert,
\nand subsequently, at Ladenberg, Thalmann and then at Auerbach Pollack and Richardson originated equity and investment banking transactions.
\nOver the last 20 years, Mr.\u00a0Nelson has been involved with financing companies in the fintech, healthcare and bio-pharma\u00a0spaces
\nthrough private equity and public financing including listings on the Nasdaq and the NYSE. Mr.\u00a0Nelson holds a bachelor\u2019s degree
\nin arts from Villanova University and an MBA from Rutgers University. Mr. Nelson\u2019s 35 years of experience in capital markets, his
\nexpertise in equity and investment banking transactions, and his knowledge of public company financing and listings on major exchanges
\nqualify him to serve as an independent director and provide valuable guidance on the Company\u2019s capital raising activities and public
\nmarket strategies.<\/p>\n
\u00a0<\/p>\n
Mr.\u00a0Zheng He\u00a0has
\nserved as our director since December 2024. Since April\u00a02018, Mr.\u00a0Zheng He has served as the vice president of Hengyuan Technology
\nGroup in China, responsible for overseeing the company\u2019s asset management practices, mergers and acquisitions, and project investments.
\nCurrently, Mr.\u00a0Zheng He also serves as the director of Jiangsu Tuniu New Energy Co., Ltd. and Hangzhou Zhaoheng Intelligent Vehicles
\nCo., Ltd., companies specializing in the manufacture and sale of electric vehicles in China. Mr.\u00a0Zheng He received his bachelor\u2019s
\ndegree in Industrial and Civil Architecture from Zhejiang University of Technology in China in 1990, and received his master\u2019s degree
\nin business administration from Zhejiang University in China in 1999. Mr. He\u2019s experience in asset management, mergers and acquisitions,
\nand project investments, together with his current director roles at electric vehicle manufacturing companies in China, provide him with
\nrelevant industry knowledge and strategic expertise that qualify him to serve as a director and contribute to the Company\u2019s growth
\ninitiatives in the electric vehicle sector.<\/p>\n
\u00a0<\/p>\n
Mr.\u00a0Bo (Frank)
\nShen\u00a0has served as our independent director since December 2020. Mr. Shen has more than 20 years of research and development
\nand operation experience in telecommunication and networking technology. Since March 2013, Mr. Shen has served as an engineer at Mitel
\nNetworks, a well-known telecommunications company. Mr.\u00a0Shen received his bachelor\u2019s degree in electrical & computer engineering
\nin 1991 and his master of telecommunication from Zhejiang University. Mr. Shen\u2019s more than 20 years of research and development
\nexperience in telecommunication and networking technology, and his engineering background, provide him with technical expertise that qualifies
\nhim to serve as an independent director and contribute valuable insights on the Company\u2019s technology development and operations.<\/p>\n
\u00a0<\/p>\n
Family Relationships<\/p>\n
\u00a0<\/p>\n
Mr. Peter Zuguang Wang and Mr. Raymond Z. Wang
\nare father and son, respectively. None of our other directors or executive officers has a family relationship as defined in Item 401 of
\nRegulation S-K.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Involvement in Certain Legal Proceedings<\/p>\n
\u00a0<\/p>\n
To the best of our knowledge, none of our directors
\nor executive officers has, during the past ten years:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a) (26) of the Exchange Act), any registered entity (as defined in Section 1(a) (29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.<\/p>\n
\u00a0<\/p>\n
Director Independence<\/p>\n
\u00a0<\/p>\n
Rule 5605 of the Nasdaq Listing Rules requires
\na majority of a listed company\u2019s board of directors to be comprised of independent directors within one year of listing. In addition,
\nthe Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company\u2019s audit, compensation, and
\nnominating and corporate governance committees be independent, that audit committee members also satisfy independence criteria set forth
\nin Rule 10A-3 under the\u00a0Exchange Act, and that compensation committee members also satisfy heightened independence requirements contained
\nin the Nasdaq Listing Rules as well as Rule 10C-1 under the\u00a0Exchange Act.<\/p>\n
\u00a0<\/p>\n
Under Nasdaq Rule 5605(a) (2), a director will
\nonly qualify as an \u201cindependent director\u201d if, in the opinion of our board of directors, that person does not have a relationship
\nthat would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered
\nindependent for purposes of 10A-3 under the Exchange Act, a member of an audit committee of a listed company may not, other than in his
\nor her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly,
\nany consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person
\nof the listed company or any of its subsidiaries. When determining the independence of the members of our compensation committee under
\nthe heightened independence requirements contained in the Nasdaq Listing Rules and Rule 10C-1 under the\u00a0Exchange Act, our board of
\ndirectors is required to consider all factors specifically relevant to determining whether a director has a relationship with us that
\nis material to that director\u2019s ability to be independent from management in connection with the duties of a compensation committee
\nmember, including, but not limited to: (1) the source of compensation of that director, including any consulting, advisory, or other compensatory
\nfee paid by us to that director; and (2) whether that director is affiliated with our Company, a subsidiary of our Company, or an affiliate
\nof a subsidiary of our Company.<\/p>\n
\u00a0<\/p>\n
Our board of directors has reviewed the composition
\nof our board of directors and its committees and the independence of each director. Based upon information requested from and provided
\nby each director concerning his or her background, employment, and affiliations, including family relationships, our board of directors
\nhas determined that Mr. Ming Zhao, Mr. Charles Athle Nelson, Mr. Zheng He and Mr. Bo (Frank) Shen are \u201cindependent directors\u201d
\nas defined under Rule 5605(a) (2) of the Nasdaq Listing Rules.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Our board of directors also determined that Mr.
\nMing Zhao, Mr. Charles Athle Nelson, and Mr. Bo (Frank) Shen, who comprise our audit committee, and Mr. Zheng He, Mr. Charles Athle Nelson
\nand Mr. Bo (Frank) Shen, who comprise our compensation committee, satisfy the independence standards for such committees established by
\nthe SEC and the Nasdaq Listing Rules, as applicable. In making such determinations, our board of directors considered the relationships
\nthat each such non-employee director has with our Company and all other facts and circumstances our board of directors deemed relevant
\nin determining independence, including the beneficial ownership of our share capital by each non-employee director.<\/p>\n
\u00a0<\/p>\n
Number and Terms of Office of Officers and
\nDirectors<\/p>\n
\u00a0<\/p>\n
The directors of the board of directors consist
\nof two classes, being the class I directors (the \u201cClass I Directors\u201d) and the class II directors (the\u00a0\u201cClass II
\nDirectors\u201d).\u00a0The term of office of the first class of directors, consisting of Mr. Ming Zhao, Mr. Charles Athle Nelson, and
\nMr. Zheng He, will expire at the annual general meeting in 2026. The term of office of the second class of directors, consisting of Mr.
\nPeter Zuguang Wang and Mr. Bo (Frank) Shen, will expire at the annual general meeting in 2027. Directors elected to succeed those directors
\nwhose terms expire shall be elected for a term of office to expire at the second annual meeting following their election. Except as the
\nBVI Business Companies Act, 2004 (the \u201cAct\u201d) or any applicable law may otherwise require, in the interim between an annual
\ngeneral meeting, or general meeting called for the election of directors, and the removal of one or more directors, any vacancy on the
\nboard of directors may be filled by the majority vote of the remaining directors.<\/p>\n
\u00a0<\/p>\n
Each director holds office for the term, if any,
\nfixed by the Resolution of Members or Resolution of Directors appointing him or pursuant to Regulation 9.1 or 9.8 of our amended and restated
\nMemorandum of Association and Articles of Association, or until his earlier death, resignation or removal. If no term is fixed on the
\nappointment of a director, the director serves indefinitely until his earlier death, resignation or removal.<\/p>\n
\u00a0<\/p>\n
The minimum number of directors shall be one and
\nthere shall be no maximum number of directors.<\/p>\n
\u00a0<\/p>\n
Board Meetings<\/p>\n
\u00a0<\/p>\n
No meetings of the board of directors were held
\nduring the fiscal year ended December 31, 2025. However, the Board acted by unanimous written consent eight times in lieu of meetings.<\/p>\n
\u00a0<\/p>\n
Committees of the Company\u2019s Board of
\nDirectors<\/p>\n
\u00a0<\/p>\n
Our board of directors has three standing committees:
\nan audit committee, a compensation committee, and a corporate governance committee. All the directors consisting of the audit committee,
\nthe compensation committee, and the corporate governance committee are independent.<\/p>\n
\u00a0<\/p>\n
Audit Committee<\/p>\n
\u00a0<\/p>\n
We have established an audit committee of the
\nboard of directors. Mr.\u00a0Ming Zhao, Mr.\u00a0Bo (Frank) Shen and Mr.\u00a0Charles Athle Nelson serve as members of our audit committee.
\nMr. Ming Zhao serves as chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required
\nto have three members of the audit committee all of whom must be independent. Mr.\u00a0Ming Zhao, Mr.\u00a0Bo (Frank) Shen and Mr.\u00a0Charles
\nAthle Nelson are independent.<\/p>\n
\u00a0<\/p>\n
Each member of the audit committee is financially
\nliterate, and our board of directors has determined that Mr. Ming Zhao qualifies as an \u201caudit committee financial expert\u201d
\nas defined in applicable SEC rules.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
The Company\u2019s audit committee will be responsible
\nfor, among other things:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n selecting a qualified firm to serve as the independent registered public accounting firm to audit the Company\u2019s financial statements;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n helping to ensure the independence and performance of the independent registered public accounting firm;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and the independent registered public accounting firm, the Company\u2019s interim and year-end\u00a0financial statements;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n reviewing the Company\u2019s policies on and oversees risk assessment and risk management, including enterprise risk management;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n reviewing the adequacy and effectiveness of internal control policies and procedures and the Company\u2019s disclosure controls and procedures;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n reviewing related person transactions; and<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n approving or, as required, pre-approving, all audit and all permissible non-audit\u00a0services, other than de minimis non-audit\u00a0services, to be performed by the independent registered public accounting firm.<\/p>\n
\u00a0<\/p>\n
Compensation Committee<\/p>\n
\u00a0<\/p>\n
Subject to the requirement of law or the Nasdaq
\nlisting rules, we have established a compensation committee of the board of directors. The members of our compensation committee are Mr.
\nZheng He, Mr.\u00a0Bo (Frank) Shen and Mr.\u00a0Charles Athle Nelson. Mr. Charles Athle Nelson serves as chairman of the compensation
\ncommittee. The Company\u2019s compensation committee will be responsible for, among other things:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n reviewing, approving and determining the compensation of the Company\u2019s officers and key employees;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n reviewing, approving and determining compensation and benefits, including equity awards, to directors for service on the board of directors or any committee thereof;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n administering the Company\u2019s equity compensation plans;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n reviewing, approving and making recommendations to the board of directors regarding incentive compensation and equity compensation plans; and<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n establishing and reviewing general policies relating to compensation and benefits of the Company\u2019s employees.<\/p>\n
\u00a0<\/p>\n
Compensation Committee Interlocks and Insider Participation<\/p>\n
\u00a0<\/p>\n
None of the Company\u2019s officers currently
\nserves, and in the past year has not served, (i) as a member of the compensation committee or the board of another entity, one of whose
\nofficers served on the Company\u2019s compensation committee, or (ii) as a member of the compensation committee of another entity, one
\nof whose officers served on our board of directors.\u00a0<\/p>\n
\u00a0<\/p>\n
Nominating and Corporate Governance Committee<\/p>\n
\u00a0<\/p>\n
Subject to the requirement of law or the Nasdaq
\nlisting rules, we have established a nominating and corporate governance committee of the board of directors. The members of our nominating
\nand corporate governance committee are Mr. Zheng He, Mr.\u00a0Bo (Frank) Shen and Mr.\u00a0Charles Athle Nelson. Mr. Bo (Frank) Shen serves
\nas chairman of the nominating and corporate governance committee. We have adopted a nominating and corporate governance committee charter,
\nwhich details the principal functions of the nominating and corporate governance committee.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Each of the members of the nominating and corporate
\ngovernance committee will meet the requirements for independence under the applicable rules and regulations of the SEC and rules of Nasdaq.
\nThe nominating and corporate governance committee is responsible for, among other things:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n identifying, evaluating and selecting, or making recommendations to the board of directors regarding, nominees for election to the board of directors and its committees;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n evaluating the performance of the board of directors and of individual directors;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n considering, and making recommendations to the board of directors regarding, the composition of the board of directors and its committees;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n reviewing developments in corporate governance practices;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n evaluating the adequacy of the corporate governance practices and reporting;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n reviewing related person transactions; and<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n developing, and making recommendations to the board of directors regarding, corporate governance guidelines and matters.<\/p>\n
\u00a0<\/p>\n
Code of Ethics<\/p>\n
\u00a0<\/p>\n
We have adopted a code of ethics that applies
\nto all of our executive officers, directors and employees. The code of ethics codifies the business and ethical principles that govern
\nall aspects of our business. Our code of ethics is filed as an exhibit attached to the Form 8-K we filed with the SEC on October 30, 2019.
\nIf we amend or grant a waiver of one or more of the provisions of our code of ethics, we intend to satisfy the requirements under Item
\n5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our code of ethics that apply to our principal
\nexecutive officer, principal financial officer and principal accounting officer by posting the required information on our website at
\nthe above address.<\/p>\n
\u00a0<\/p>\n
Compensation\u00a0Recovery\u00a0Policy\u00a0<\/p>\n
\u00a0<\/p>\n
We have adopted a\u00a0compensation\u00a0recovery\u00a0policy\u00a0to
\nprovide for the recovery of erroneously-awarded incentive compensation, as required by the\u00a0Dodd-Frank Wall Street Reform and Consumer
\nProtection Act, final SEC rules and applicable listing standards.<\/p>\n
\u00a0<\/p>\n
Delinquent Section 16(a) Reports<\/p>\n
\u00a0<\/p>\n
Section 16(a) of the Exchange Act requires our
\ndirectors, executive officers, and greater than 10% beneficial owners of any class of our equity securities to file reports of ownership
\nand changes in ownership with the SEC. Directors, executive officers, and greater than 10% shareholders are required by the rules and
\nregulations of the SEC to furnish us with copies of all Section 16(a) reports they file.<\/p>\n
\u00a0<\/p>\n
Based solely on the Company\u2019s review of
\nthe copies of such forms it has received and written representations from certain reporting persons, the Company believes that all of
\nits officers, directors and greater than 10% beneficial owners, complied with all Section 16(a) filing requirements applicable to them
\nduring the Company\u2019s most recently completed fiscal year.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
ITEM 11.\u00a0EXECUTIVE COMPENSATION<\/p>\n
\u00a0<\/p>\n
Compensation of Executive Officers<\/p>\n
\u00a0<\/p>\n
The following table presents summary information
\nconcerning compensation that was paid for services rendered by our named executive officers during the fiscal years ended December 31,
\n2025 and 2024.<\/p>\n
\u00a0<\/p>\n
Name and Principal Position\u00a0
\n Year\u00a0\u00a0
\n Salary
($)\u00a0\u00a0
\n Bonus
($)\u00a0\u00a0
\n Stock
Awards
($)\u00a0\u00a0
\n Option
Awards
($)\u00a0\u00a0
\n Non-Equity
Incentive
Plan
Compensation
($)\u00a0\u00a0
\n Nonqualified
deferred
compensation
earnings
($)\u00a0\u00a0
\n All Other
Compensation
($)\u00a0\u00a0
\n Total
($)\u00a0<\/p>\n
Raymond\u00a0Z. Wang,\u00a0
\n \u00a02025\u00a0\u00a0
\n \u00a0200,000\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0–\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0–\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0–\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0–\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0–\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0–\u00a0\u00a0
\n \u00a0200,000\u00a0<\/p>\n
Chief Executive Officer and President(1)\u00a0
\n \u00a02024\u00a0\u00a0
\n \u00a0200,000\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0200,000\u00a0<\/p>\n
\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
Jing Jin,\u00a0
\n \u00a02025\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0<\/p>\n
Former Chief Financial Officer(2)\u00a0
\n \u00a02024\u00a0\u00a0
\n \u00a0150,000\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0150,000\u00a0<\/p>\n
\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
Chenyang Wang,\u00a0
\n \u00a02025\u00a0\u00a0
\n \u00a037,900\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a037,900\u00a0<\/p>\n
Acting Chief Financial Officer(3)\u00a0
\n \u00a02024\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0<\/p>\n
\u00a0<\/p>\n
(1)
\n Mr. Wang has served as the Chief Executive Officer and President of the Company since October 24, 2019.<\/p>\n
\u00a0
\n \u00a0<\/p>\n
(2)
\n Mr. Jin served as the Chief Financial Officer of the Company since October 24, 2019 to April 18, 2025.<\/p>\n
\u00a0
\n \u00a0<\/p>\n
(3)
\n Ms. Chenyang Wang has served as the Acting Chief Financial Officer of the Company since April 19, 2025.<\/p>\n
\u00a0<\/p>\n
Employment Agreements<\/p>\n
\u00a0<\/p>\n
On October 24, 2019, the Company entered into
\nan employment agreement with Mr. Raymond Z. Wang and on April 22, 2025, the Company entered into an employment agreement (each an \u201cEmployment
\nAgreement,\u201d collectively, the \u201cEmployment Agreements\u201d) with Ms. Chenyang Wang (each an \u201cofficer,\u201d collectively,
\n\u201cOfficers\u201d). The Employment Agreement with Mr. Raymond Z. Wang was filed as an exhibit to the Form 8-K the Company filed with
\nthe SEC on October 30, 2019 and the Employment Agreement with Ms. Chenyang Wang was filed as an exhibit to the Form 8-K the Company filed
\nwith the SEC on April 23, 2025.<\/p>\n
\u00a0<\/p>\n
Under the Employment
\nAgreements, each Officer is employed for a specific period. We may terminate the employment with any Officer for cause, at any time, without
\nadvance notice or remuneration, for certain acts of the Officer, including, but not limited to, conviction or plea of guilty to a crime,
\ngross negligence, dishonest act that has caused detriment to the Company, or a failure to perform agreed duties. The Company may terminate
\nthe employment with the Officer without cause, at any time, upon one-month\u00a0prior written notice. Upon termination without cause,
\nthe Company shall provide certain severance payments and benefits to the executive specified in the Employment Agreements. Mr.\u00a0Raymond
\nZ.\u00a0Wang may terminate his Employment Agreement at any time with a one-month\u00a0prior written notice to the Company, if (1)\u00a0there
\nis a material reduction in his authority, duties and responsibilities, or (2)\u00a0there is a material reduction in his annual salary.
\nMs. Chenyang Wang may terminate her Employment Agreement at any time with a one-month\u00a0prior written notice to the Company.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Each of the Officers
\nhas agreed, at all times during the term of the employment and after the termination, to hold in the strictest confidence, and not to
\nuse, except for the benefit of the Company, or to disclose to any person, corporation or other entity without prior written consent of
\nthe Company, any confidential information defined therein.<\/p>\n
\u00a0<\/p>\n
Summary of the Equity
\nIncentive Plans<\/p>\n
\u00a0<\/p>\n
2021 Equity Incentive
\nPlan (the \u201c2021 Plan\u201d)<\/p>\n
\u00a0<\/p>\n
Administration.\u00a0Our
\nboard of directors will administer the 2021 Plan. The board of directors may appoint a committee as the administrator of the 2021 Plan
\nin accordance with applicable laws. The board of directors will have the authority to determine the terms and conditions of any agreements
\nevidencing any Awards granted under the 2021 Plan and to adopt, alter and repeal rules, guidelines and practices relating to the 2021
\nPlan. Our Compensation Committee will have full discretion to administer and interpret the 2021 Plan and to adopt such rules, regulations
\nand procedures as it deems necessary or advisable.<\/p>\n
\u00a0<\/p>\n
Eligibility.\u00a0Current
\nor prospective employees, directors, officers, advisors or consultants of the Company or its affiliates are eligible to participate in
\nthe 2021 Plan.<\/p>\n
\u00a0<\/p>\n
Number of Shares Authorized.\u00a0The
\n2021 Plan provides for an aggregate of 1,000,000 Class A ordinary shares to be available for awards, which amount is subject to automatic
\nincrease by a certain amount each calendar year pursuant to the terms of the 2021 Plan. If an award is forfeited, the Class A ordinary
\nshares subject to such award will again be made available for future grant. Class A ordinary shares that are withheld to satisfy the participant\u2019s
\ntax withholding obligation will not be available for re-grant\u00a0under the 2021 Plan.<\/p>\n
\u00a0<\/p>\n
Each Class A ordinary
\nshare subject to an option or share appreciation right will reduce the number of Class A ordinary shares available for issuance by one
\nshare, and each Class A ordinary share underlying an award of shares and restricted share units\u00a0will reduce the number of Class A
\nordinary shares available for issuance under the 2021 Plan by one share.<\/p>\n
\u00a0<\/p>\n
If there is any change
\nin our corporate capitalization, the compensation committee of the Board (the \u201cCompensation Committee\u201d) in its sole discretion
\nmay make substitutions or adjustments to the number of shares reserved for issuance under our 2021 Plan, the number of shares covered
\nby awards then outstanding under our Plan, the limitations on awards under our 2021 Plan, the exercise price of outstanding options and
\nsuch other equitable substitution or adjustments as it may determine appropriate.<\/p>\n
\u00a0<\/p>\n
The 2021 Plan has a term
\nof ten (10)\u00a0years and no further awards may be granted under the 2021 Plan after that date.<\/p>\n
\u00a0<\/p>\n
Awards Available for
\nGrant.\u00a0Our Compensation Committee may grant awards of shares, restricted share units, options, share appreciation rights, dividend
\nequivalents, other share-based\u00a0awards, or any combination of the foregoing.<\/p>\n
\u00a0<\/p>\n
Share Awards.\u00a0Our
\nBoard shall have full power and authority, exercisable in its sole discretion, to grant share awards either as vested or unvested Class
\nA ordinary shares, through direct and immediate issuances. Each share award shall be evidenced by an award agreement in the form approved
\nby the Board. Unless our board of directors determines otherwise or specifies otherwise in an award agreement, if the participant terminates
\nemployment or services during the restricted period, then any unvested share awards is forfeited.<\/p>\n
\u00a0\u00a0<\/p>\n
Restricted Share Unit
\nAwards.\u00a0Our Board has the full power and authority, exercisable in its sole discretion, to grant restricted share unit awards
\nevidenced by an award agreement in the form approved by the Board. Unless our Board determines otherwise or specifies otherwise in an
\naward agreement, if the participant terminates employment or services during the period of time over which all or a portion of the units
\nare to be earned, then any unvested units will be forfeited.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
2020 Equity Incentive
\nPlan (the \u201c2020 Plan\u201d)<\/p>\n
\u00a0<\/p>\n
Administration.\u00a0Our
\nCompensation Committee administers the 2020 Plan. The Compensation Committee has the authority to determine the terms and conditions of
\nany agreements evidencing any awards granted under the 2020 Plan and to adopt, alter and repeal rules, guidelines and practices relating
\nto the 2020 Plan. Our Compensation Committee has full discretion to administer and interpret the 2020 Plan and to adopt such rules, regulations
\nand procedures as it deems necessary or advisable.<\/p>\n
\u00a0<\/p>\n
Eligibility.\u00a0Current
\nor prospective employees, directors, officers, advisors or consultants of the Company or its affiliates are eligible to participate in
\nthe 2020 Plan. Our Compensation Committee has the sole and complete authority to determine who will be granted an award under the 2020
\nPlan, however, it may delegate such authority to one or more officers of the Company under the circumstances set forth in the 2020 Plan.<\/p>\n
\u00a0<\/p>\n
Number of Shares Authorized.\u00a0The
\n2020 Plan provides for an aggregate of One Million (1,000,000) Class A ordinary shares to be available for awards. If an award is forfeited,
\nthe Class A ordinary shares subject to such award will again be made available for future grant. Class A ordinary shares that are withheld
\nto satisfy the participant\u2019s tax withholding obligation will not be available for re-grant\u00a0under the 2020 Plan.<\/p>\n
\u00a0<\/p>\n
Each Class A ordinary
\nshare underlying an award of restricted stock, restricted stock units and stock bonus awards will reduce the number of Class A ordinary
\nshares available for issuance under the 2020 Plan by one share.<\/p>\n
\u00a0<\/p>\n
If there is any change
\nin our corporate capitalization, the Compensation Committee in its sole discretion may make substitutions or adjustments to the number
\nof shares reserved for issuance under the 2020 Plan, the number of shares covered by awards then outstanding under the 2020 Plan, the
\nlimitations on awards under the 2020 Plan, the exercise price of outstanding options and such other equitable substitution or adjustments
\nas it may determine appropriate.<\/p>\n
\u00a0<\/p>\n
The 2020 Plan has a term
\nof ten (10) years and no further awards may be granted under the 2020 Plan after that date.<\/p>\n
\u00a0<\/p>\n
Awards Available for
\nGrant.\u00a0Our Compensation Committee may grant awards of restricted stock, restricted stock units, stock bonus awards, or any combination
\nof the foregoing.<\/p>\n
\u00a0<\/p>\n
Restricted Stock.\u00a0Our
\nCompensation Committee is authorized to award restricted stock under the 2020 Plan. Our Compensation Committee will determine the terms
\nof such restricted stock awards. Restricted stock are Class A ordinary shares that generally are non-transferable\u00a0and subject to
\nother restrictions determined by our Compensation Committee for a specified period. Unless our Compensation Committee determines otherwise
\nor specifies otherwise in an award agreement, if the participant terminates employment or services during the restricted period, then
\nany unvested restricted stock is forfeited.<\/p>\n
\u00a0<\/p>\n
Restricted Stock Unit
\nAwards.\u00a0Our Compensation Committee will be authorized to award restricted stock unit awards. Our Compensation Committee will
\ndetermine the terms of such restricted stock units. Unless our Compensation Committee determines otherwise or specifies otherwise in an
\naward agreement, if the participant terminates employment or services during the period of time over which all or a portion of the units
\nare to be earned, then any unvested units will be forfeited.<\/p>\n
\u00a0<\/p>\n
Stock Bonus Awards.\u00a0Our
\nCompensation Committee will be authorized to grant awards of unrestricted Class A ordinary shares or other awards denominated in Class
\nA ordinary shares, either alone or in tandem with other awards, under such terms and conditions as our Compensation Committee may determine.<\/p>\n
\u00a0<\/p>\n
Transferability.\u00a0Each
\naward may be exercised during the participant\u2019s lifetime only by the participant or, if permissible under applicable law, by the
\nparticipant\u2019s guardian or legal representative and may not be otherwise transferred or encumbered by a participant other than by
\nwill or by the laws of descent and distribution. Our Compensation Committee, however, may permit awards to be transferred to family members,
\na trust for the benefit of such family members, a partnership or limited liability company whose partners or shareholders are the participant
\nand his or her family members or anyone else approved by it.<\/p>\n
\u00a0<\/p>\n
Change in Control.\u00a0Except
\nto the extent otherwise provided in an award agreement or as determined by the Compensation Committee in its sole discretion, in the event
\nof a change in control, all outstanding equity awards issued under the 2020 Plan will become fully vested and performance compensation
\nawards will vest, as determined by our Compensation Committee, based on the level of attainment of the specified performance goals.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Outstanding Equity Awards at Fiscal Year-End<\/p>\n
\u00a0<\/p>\n
None.<\/p>\n
\u00a0<\/p>\n
Option Exercise and Stock Vested Table<\/p>\n
\u00a0<\/p>\n
In the fiscal year ended December 31, 2025, there
\nwas no exercise of share options, share appreciation rights or similar instruments, or vesting of shares, including restricted shares,
\nrestricted share units and similar instruments by our executive officers.<\/p>\n
\u00a0<\/p>\n
Pension Benefits<\/p>\n
\u00a0<\/p>\n
We do not offer our executive officers or employees
\nany pension plan or similar plan that provides for payments or other benefits at, following or in connection with retirement.<\/p>\n
\u00a0<\/p>\n
Potential Payments Upon Termination or Change
\nin Control<\/p>\n
\u00a0<\/p>\n
None.<\/p>\n
\u00a0<\/p>\n
Compensation of Directors<\/p>\n
\u00a0<\/p>\n
We do not pay our directors in connection with
\nattending individual board meetings, but we reimburse our directors for expenses incurred in connection with such meetings. In addition
\nto reimbursement for reasonable expenses incurred in connection with serving on the board of directors, we paid our directors who served
\nduring the fiscal year ended December 31, 2025 compensation as follows:<\/p>\n
\u00a0<\/p>\n
Director Compensation Table<\/p>\n
Name\u00a0
\n Fees
earned or
paid in
cash
($)\u00a0\u00a0
\n Stock
awards
($)\u00a0\u00a0
\n Option
awards
($)\u00a0\u00a0
\n Non-equity
incentive
plan
compensation
($)\u00a0\u00a0
\n Nonqualified
deferred
compensation
earnings
($)\u00a0\u00a0
\n All other
compensation
($)\u00a0\u00a0
\n Total
($)\u00a0<\/p>\n
Peter Zuguang Wang\u00a0
\n \u00a025,000\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a025,000\u00a0<\/p>\n
Ming Zhao\u00a0
\n \u00a025,000\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a025,000\u00a0<\/p>\n
Charles Athle Nelson\u00a0
\n \u00a025,000\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a025,000\u00a0<\/p>\n
Frank Shen\u00a0
\n \u00a025,000\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a025,000\u00a0<\/p>\n
Zheng He\u00a0
\n \u00a025,000\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a025,000\u00a0<\/p>\n
\u00a0<\/p>\n
ITEM 12.\u00a0SECURITY OWNERSHIP
\nOF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS<\/p>\n
\u00a0<\/p>\n
The following table sets forth the beneficial
\nownership of our ordinary shares by:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u25cf
\n each person known to us to beneficially own more than 5% of any class of our outstanding voting securities based on our review of filings with the SEC;<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n each of our directors, persons chosen to become a director and named executive officers; and<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u25cf
\n our directors and named executive officers as a group.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
The numbers of ordinary shares outstanding and the percentage of beneficial
\nownership are based on 19,033,149 Class A ordinary shares and 6,011,740 Class B ordinary shares issued and outstanding as of March 20,
\n2026. Beneficial ownership is in each case determined in accordance with the rules of the SEC, and includes equity securities of which
\nthat person has the right to acquire beneficial ownership within 60 days. These securities, however, are not included in the computation
\nof the percentage ownership of any other person. Under these rules, more than one person may be deemed a beneficial owner of the same
\nsecurities and a person may be deemed a beneficial owner of securities as to which he has no economic interest. The business address of
\neach of our directors and named executive officers is 50 Millstone Road, Building 400, Suite 130, East Windsor, NJ 08512.<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n Class\u00a0A
\n Ordinary
Shares\u00a0\u00a0
\n Class\u00a0B
\n Ordinary
Shares\u00a0\u00a0
\n Total
\n Ordinary
Shares\u00a0\u00a0
\n Percentage
\n of Total
Ordinary
Shares\u00a0\u00a0
\n Percentage
\n of Votes
Held\u00a0<\/p>\n
Directors
\n and Executive Officers:**\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0<\/p>\n
Peter
\n Zuguang Wang (1)\u00a0
\n \u00a02,500\u00a0\u00a0
\n \u00a06,011,740\u00a0\u00a0
\n \u00a06,014,240\u00a0\u00a0
\n \u00a024.00%\u00a0
\n \u00a088.76%<\/p>\n
Raymond
\n Z. Wang (2)\u00a0
\n \u00a0186,500\u00a0\u00a0
\n \u00a0\u2014\u00a0\u00a0
\n \u00a0186,500\u00a0\u00a0
\n \u00a0*\u00a0\u00a0
\n \u00a0*\u00a0<\/p>\n
Chenyang
\n Wang\u00a0
\n \u00a0\u2014\u00a0\u00a0
\n \u00a0\u2014\u00a0\u00a0
\n \u00a0\u2014\u00a0\u00a0
\n \u00a0\u2014\u00a0\u00a0
\n \u00a0\u2014\u00a0<\/p>\n
Zheng
\n He\u00a0
\n \u00a0\u2014\u00a0\u00a0
\n \u00a0\u2014\u00a0\u00a0
\n \u00a0\u2014\u00a0\u00a0
\n \u00a0\u2014\u00a0\u00a0
\n \u00a0\u2014\u00a0<\/p>\n
Bo
\n (Frank) Shen\u00a0
\n \u00a02,500\u00a0\u00a0
\n \u00a0\u2014\u00a0\u00a0
\n \u00a02,500\u00a0\u00a0
\n \u00a0*\u00a0\u00a0
\n \u00a0*\u00a0<\/p>\n
Charles
\n Athle Nelson\u00a0
\n \u00a02,500\u00a0\u00a0
\n \u00a0\u2014\u00a0\u00a0
\n \u00a02,500\u00a0\u00a0
\n \u00a0*\u00a0\u00a0
\n \u00a0*\u00a0<\/p>\n
Ming
\n Zhao\u00a0
\n \u00a02,500\u00a0\u00a0
\n \u00a0\u2014\u00a0\u00a0
\n \u00a02,500\u00a0\u00a0
\n \u00a0*\u00a0\u00a0
\n \u00a0*\u00a0<\/p>\n
\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
All
\n directors and executive officers as a group:\u00a0
\n \u00a0196,500\u00a0\u00a0
\n \u00a06,011,740\u00a0\u00a0
\n \u00a06,208,240\u00a0\u00a0
\n \u00a024.79%\u00a0
\n \u00a088.88%<\/p>\n
5%
\n Shareholders:\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0\u00a0
\n \u00a0\u00a0\u00a0<\/p>\n
Peter
\n Zuguang Wang and his affiliated entity (10)\u00a0
\n \u00a02,500\u00a0\u00a0
\n \u00a06,011,740\u00a0\u00a0
\n \u00a06,014,240\u00a0\u00a0
\n \u00a024.00%\u00a0
\n \u00a088.76%<\/p>\n
\u00a0<\/p>\n
*
\n Aggregate number of shares accounts for less than 1% of our total ordinary shares outstanding or 1% of the total outstanding votes as of the date of this Report.<\/p>\n
\u00a0
\n \u00a0<\/p>\n
**
\n Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all such shares shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table.<\/p>\n
\u00a0
\n \u00a0<\/p>\n
(1)
\n Represents 2,500 Class A ordinary shares directly owned by Peter Zuguang Wang and 6,011,740 Class B ordinary shares held by Trendway Capital Limited, a company incorporated in Hong Kong and wholly owned by Peter Zuguang Wang.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Securities Authorized for Issuance under Equity
\nCompensation Plans<\/p>\n
\u00a0<\/p>\n
The following table provides certain information
\nabout ordinary shares that may be issued under our existing equity compensation plans as of December 31, 2025.<\/p>\n
\u00a0<\/p>\n
Plan Category\u00a0
\n \u00a0(a)
Number\u00a0of
securities\u00a0to
be issued
upon the
exercise of
outstanding
options,
warrants
and\u00a0rights\u00a0\u00a0
\n \u00a0(b)
Weighted-
average
exercise
price\u00a0of
outstanding
options,
warrants
and\u00a0rights\u00a0\u00a0
\n \u00a0(c)
Number\u00a0of
securities
remaining
available for
future
issuance
under equity
compensation
plans
(excluding
securities
reflected\u00a0in
column\u00a0(a))\u00a0<\/p>\n
Equity compensation plans approved by security holders\u00a0
\n \u00a0\u2014\u00a0\u00a0
\n $\u2014\u00a0\u00a0
\n \u00a0\u2014\u00a0<\/p>\n
Equity compensation plans not approved by security holders\u00a0
\n \u00a0\u2014\u00a0\u00a0
\n \u00a0\u2014\u00a0\u00a0
\n \u00a0\u2014\u00a0<\/p>\n
Total\u00a0
\n \u00a0\u2014\u00a0\u00a0
\n $\u2014\u00a0\u00a0
\n \u00a0\u2014\u00a0<\/p>\n
\u00a0<\/p>\n
ITEM 13.\u00a0CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
\nAND DIRECTOR INDEPENDENCE<\/p>\n
\u00a0<\/p>\n
Material Transactions with Related Parties<\/p>\n
\u00a0<\/p>\n
The relationship and the nature of related party
\ntransactions are summarized as follows:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u00a0
\n Existing Relationship with the Company<\/p>\n
Cenntro Holding Limited
\n \u00a0
\n Under common control of Peter Zuguang Wang<\/p>\n
Cenntro Smart Manufacturing Tech. Co., Ltd.
\n \u00a0
\n Under common control of Peter Zuguang Wang<\/p>\n
Zhuhai Hengzhong Industrial Investment Fund (Limited Partnership)
\n \u00a0
\n Under common control of Peter Zuguang Wang<\/p>\n
Peter Zuguang Wang
\n \u00a0
\n Chairman of the Board of Directors of the Company<\/p>\n
Xinchang County Jiuhe Investment Management Partnership (LP)
\n \u00a0
\n Under control of Mr. Mengxing He, the General Manager of Zhejiang Zhongchai<\/p>\n
Xinchang County Jiuxin Investment Management Partnership (LP)
\n \u00a0
\n Under control of Mr. Mengxing He, the General Manager and one of the directors of Zhejiang Zhongchai\/Non-controlling interest of Zhejiang Zhongchai<\/p>\n
Raymond Z. Wang
\n \u00a0
\n Chief Executive Officer and President<\/p>\n
Cenntro Inc.
\n \u00a0
\n Under common control of Peter Zuguang Wang<\/p>\n
Cenntro Enterprise Limited
\n \u00a0
\n Under common control of Peter Zuguang Wang<\/p>\n
\u00a0<\/p>\n
Summary of Balances with Related Parties<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n As of\u00a0<\/p>\n
\u00a0\u00a0
\n December\u00a031,
2025\u00a0\u00a0
\n December\u00a031,
2024\u00a0<\/p>\n
Due to related parties:\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0<\/p>\n
Cenntro Smart Manufacturing Tech. Co., Ltd.1\u00a0
\n $-\u00a0\u00a0
\n $2,534\u00a0<\/p>\n
Zhuhai Hengzhong Industrial Investment Fund (Limited Partnership)2\u00a0
\n \u00a094,442\u00a0\u00a0
\n \u00a094,442\u00a0<\/p>\n
Cenntro Holding Limited3\u00a0
\n \u00a01,341,627\u00a0\u00a0
\n \u00a01,341,627\u00a0<\/p>\n
Peter Zuguang Wang4\u00a0
\n \u00a02,392,961\u00a0\u00a0
\n \u00a02,392,961\u00a0<\/p>\n
Xinchang County Jiuhe Investment Management Partnership (LP)5\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a05,205,979\u00a0<\/p>\n
Xinchang County Jiuxin Investment Management Partnership (LP)6\u00a0
\n \u00a01,429,981\u00a0\u00a0
\n \u00a0–\u00a0<\/p>\n
Raymond Z. Wang7\u00a0
\n \u00a016,000\u00a0\u00a0
\n \u00a0–\u00a0<\/p>\n
Total\u00a0
\n $5,275,011\u00a0\u00a0
\n $9,037,543\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
All balances of due to related parties as of December
\n31, 2025 and 2024 were unsecured, interest-free and had no fixed terms of repayments.<\/p>\n
\u00a0<\/p>\n
The balance of due to related parties as of December
\n31, 2025 and December 31, 2024 consisted of:<\/p>\n
\u00a0<\/p>\n
\u00a0
\n 1
\n Employee wages paid by Cenntro Smart Manufacturing Tech. Co., Ltd. on the Company\u2019s behalf;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n 2
\n Temporary borrowings from Zhuhai Hengzhong Industrial Investment Fund (Limited Partnership);<\/p>\n
\u00a0<\/p>\n
\u00a0
\n 3
\n Total dividend payment of $7.6 million declared by Zhongchai Holding to Cenntro Holding Limited. As of December\u00a031, 2019, the balance was $1.34 million, and no further payments had been made since then;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n 4
\n Payable to Peter Zuguang Wang for capital reduction due to the dissolution of Shanghai Hengyu Business Management Consulting Co., Ltd. on July 10, 2023;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n 5
\n Total dividend payment of $4.7 million declared by Zhejiang Zhongchai to Xinchang County Jiuhe Investment Management Partnership (LP) and refund by Zhejiang Zhongchai to Xinchang County Jiuhe Investment Management Partnership (LP) of $5.85 million due to its termination of investment in Zhejiang Zhongchai. As of December\u00a031, 2025, the balance was nil;<\/p>\n
\u00a0<\/p>\n
\u00a0
\n 6
\n Total dividend payment of $1.43 million declared by Zhejiang Zhongchai to Xinchang County Jiuxin Investment Management Partnership (LP). As of December\u00a031, 2025, the balance was $1.43 million; and<\/p>\n
\u00a0<\/p>\n
\u00a0
\n 7
\n Temporary borrowings from Raymond Z. Wang.<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u00a0
\n As of
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n December\u00a031,
\n \u00a0
\n \u00a0
\n December\u00a031,
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n 2025
\n \u00a0
\n \u00a0
\n 2024
\n \u00a0<\/p>\n
Due from related parties-current:
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
Cenntro Inc.
\n \u00a0
\n \u00a0
\n 840,000
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0<\/p>\n
Zhuhai Hengzhong Industrial Investment Fund (Limited Partnership)
\n \u00a0
\n \u00a0
\n 245,017
\n \u00a0
\n \u00a0
\n \u00a0
\n 235,497
\n \u00a0<\/p>\n
Cenntro Enterprise Limited
\n \u00a0
\n \u00a0
\n 21,400
\n \u00a0
\n \u00a0
\n \u00a0
\n –
\n \u00a0<\/p>\n
Total
\n \u00a0
\n $
\n 1,106,417
\n \u00a0
\n \u00a0
\n $
\n 235,497
\n \u00a0<\/p>\n
\u00a0<\/p>\n
The balance of due from related parties as of
\nDecember 31, 2025 and December 31, 2024 consisted of:<\/p>\n
\u00a0<\/p>\n
Due from Cenntro Inc. was $0.84 million and nil
\nas of December\u00a031, 2025 and December 31, 2024, respectively. The amount of due from this related party represents a loan with an
\nannual interest rate of 7.5% and will mature before April 14, 2026. Pursuant to a supplementary agreement between the parties, the period
\nbefore April 15, 2025 shall be an interest-free period for the Advanced Funds.<\/p>\n
\u00a0<\/p>\n
Due from Zhuhai Hengzhong Industrial Investment
\nFund (Limited Partnership) was $0.25 million as of December\u00a031, 2025 and December 31, 2024. The amount of due from this related party
\nrepresents a loan with annual interest rate of 4.785%.<\/p>\n
\u00a0<\/p>\n
Due from Cenntro Enterprise limited was $0.02
\nmillion and nil as of December\u00a031, 2025 and December 31, 2024, respectively. The amount of due from this related party represents
\nexpenses paid on behalf of the related party.<\/p>\n
\u00a0<\/p>\n
Summary of Related Party Dividend Payment\u00a0<\/p>\n
\u00a0<\/p>\n
A summary of dividend payment declared by Zhejiang
\nZhongchai to related parties for the years ended December 31, 2025 and 2024 are listed below:<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n For the years ended
December 31,\u00a0<\/p>\n
\u00a0\u00a0
\n 2025\u00a0\u00a0
\n 2024\u00a0<\/p>\n
Dividend payment to related parties:\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0<\/p>\n
Xinchang County Jiuxin Investment Management Partnership (LP)\u00a0
\n \u00a02,221,760\u00a0\u00a0
\n \u00a0–\u00a0<\/p>\n
Xinchang County Jiuhe Investment Management Partnership (LP)\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a05,934,100\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Employment Agreements<\/p>\n
\u00a0<\/p>\n
See \u201cItem 11. Executive Compensation \u2014
\nEmployment Agreements.\u201d<\/p>\n
\u00a0<\/p>\n
Director Independence<\/p>\n
\u00a0<\/p>\n
See \u201cItem 10. Directors, Executive Officers
\nand Corporate Governance\u2014Director Independence\u201d for details.<\/p>\n
\u00a0<\/p>\n
ITEM 14.\u00a0PRINCIPAL ACCOUNTING FEES AND SERVICES<\/p>\n
\u00a0<\/p>\n
The following table provides information about
\nthe fees billed to us for professional services rendered by external accounting firms during fiscal years ended December 31, 2025 and
\n2024:<\/p>\n
\u00a0<\/p>\n
Enrome LLP\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0\u00a0
\n Year ended
December\u00a031,
\u00a02025\u00a0\u00a0
\n Year ended
December\u00a031,
\u00a02024\u00a0<\/p>\n
\u00a0\u00a0
\n \u00a0\u00a0\u00a0
\n \u00a0\u00a0<\/p>\n
Audit Fees (1)\u00a0
\n $280,000\u00a0\u00a0
\n $280,000\u00a0<\/p>\n
Audit-Related Fees (2)\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0<\/p>\n
Tax Fees (3)\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0<\/p>\n
All Other Fees (4)\u00a0
\n \u00a0–\u00a0\u00a0
\n \u00a0–\u00a0<\/p>\n
Total\u00a0
\n $280,000\u00a0\u00a0
\n $280,000\u00a0<\/p>\n
\u00a0<\/p>\n
(1)
\n Audit Fees. Audit fees consist of fees for the audit of our annual financial statements or services that are normally provided in connection with statutory and regulatory annual and quarterly filings or engagements.<\/p>\n
\u00a0<\/p>\n
(2)
\n Audit-Related Fees. Audit-related fees consist of fees for accounting, assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported as Audit Fees.<\/p>\n
\u00a0<\/p>\n
(3)
\n Tax Fees. Tax fees consist of fees for tax compliance services, tax advice and tax planning.<\/p>\n
\u00a0<\/p>\n
(4)
\n All Other Fees. Any other fees not included in Audit Fees, Audit-Related Fees, or Tax Fees.<\/p>\n
\u00a0<\/p>\n
Pre-Approval Policy<\/p>\n
\u00a0<\/p>\n
Pursuant to audit committee charter, our audit
\ncommittee has approved in advance all audit and non-audit related services to be provided by our independent registered public accounting
\nfirm in accordance with the audit and non-audit related services pre-approval policy.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
PART IV<\/p>\n
\u00a0<\/p>\n
ITEM 15.\u00a0EXHIBITS, FINANCIAL STATEMENT SCHEDULES<\/p>\n
\u00a0<\/p>\n
(a) Financial Statements<\/p>\n
\u00a0<\/p>\n
We have filed the financial statements in Item
\n8. Financial Statements and Supplementary Data as a part of this Annual Report on Form 10-K.<\/p>\n
\u00a0<\/p>\n
(b) Exhibits<\/p>\n
\u00a0<\/p>\n
Exhibit
\n \u00a0
\n Exhibit Description<\/p>\n
3.1*
\n \u00a0
\n Amended and Restated Memorandum and Articles of Association of the Registrant<\/p>\n
4.1*
\n \u00a0
\n Description of Securities<\/p>\n
4.2
\n \u00a0
\n Form of Warrant (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1, as amended (File Number: 333-292412, initially filed with the Securities and Exchange Commission on December 23, 2025)<\/p>\n
10.1
\n \u00a0
\n Registration Rights Agreement, dated as of July 12, 2019, by and among the Company, Greenland Asset Management Corporation, in the capacity as the Purchaser Representative, and Cenntro Holding Limited (incorporated herein by reference to Exhibit 10.2 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on July 12, 2019)<\/p>\n
10.2
\n \u00a0
\n Non-Competition and Non-Solicitation Agreement, dated as of July 12, 2019, executed and delivered by\u00a0Cenntro Holding Limited in favor of and for the benefit of the Company, Zhongchai Holding (Hong Kong) Limited and each of Greenland Acquisition Corporation\u2019s and\/or Zhongchai Holding (Hong Kong) Limited Purchaser\u2019s respective present and future affiliates, successors and direct and indirect subsidiaries (incorporated herein by reference to Exhibit 10.4 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on July 12, 2019)<\/p>\n
10.3
\n \u00a0
\n Employment Agreement, dated October 24, 2019 by and between the Company and Raymond Z. Wang ((incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on October 30, 2019)<\/p>\n
10.4
\n \u00a0
\n Employment Agreement, dated April 22, 2025 by and between the Company and Chenyang Wang (incorporated herein by reference to Exhibit 10.4 to the Registration Statement on Form S-1, as amended, initially filed with the Securities and Exchange Commission on December 23, 2025)<\/p>\n
10.5*
\n \u00a0
\n Employment Agreement, dated March 21, 2026 by and between the Company
\nand Chenyang Wang<\/p>\n
10.6
\n \u00a0
\n Indemnification Agreement dated April 22, 2025 by and between Chenyang Wang and the Company (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 23, 2025)<\/p>\n
10.7
\n \u00a0
\n Greenland Technologies Holding Corporation 2020 Equity Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the registration statement on Form S-8 (File Number: 333-285640) filed with the Securities and Exchange Commission on March 7, 2025)<\/p>\n
10.8
\n \u00a0
\n Greenland Technologies Holding Corporation 2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 99.2 to the registration statement on Form S-8 (File Number: 333-285640) filed with the Securities and Exchange Commission on March 7, 2025)<\/p>\n
10.9
\n \u00a0
\n Lease Agreement dated April 1, 2021 by and between SFA 50 Millstone Road, LLC and Greenland Technologies Corp., as amended (incorporated herein by reference to Exhibit 10.8 to the Registration Statement on Form S-1, as amended, initially filed with the Securities and Exchange Commission on December 23, 2025)<\/p>\n
10.10
\n \u00a0
\n At the Market Offering Agreement by and between Greenland Technologies Holding Corporation and H.C. Wainwright & Co., LLC, dated November 19, 2021 (incorporated herein by reference to Exhibit 10.1 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on November 22, 2021)<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
10.11
\n \u00a0
\n Loan Agreement, dated as of April 15, 2025, entered into by and between Zhongchai Holding (Hong Kong) Limited and Cenntro Inc. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 18, 2025)<\/p>\n
10.12
\n \u00a0
\n Promissory Note, dated as of April 15, 2025, issued by Cenntro Inc. to Zhongchai Holding (Hong Kong) Limited (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 18, 2025)<\/p>\n
10.13*
\n \u00a0
\n Supplementary Agreement to the Loan Agreement, dated as of April 15, 2025, entered into by and between Zhongchai Holding (Hong Kong) limited and Cenntro Inc.<\/p>\n
14.1
\n \u00a0
\n Form of Code of Business Conduct and Ethics (incorporated herein by reference to Exhibit 14.1 to the current report on Form 8-K (File Number: 001-38605) filed with the Securities and Exchange Commission on October 30, 2019)<\/p>\n
19.1*
\n \u00a0
\n Insider Trading Policy of the Registrant<\/p>\n
21.1
\n \u00a0
\n Subsidiaries of the Registrant (incorporated herein by reference to Exhibit 21.1 to the annual report on Form 10-K (File Number: 001-38605) filed with the Securities and Exchange Commission on April 16, 2024)<\/p>\n
23.1*
\n \u00a0
\n Consent of Enrome LLP,
\n independent registered public accounting firm<\/p>\n
31.1*
\n \u00a0
\n Certification of Principal Executive Officer pursuant to pursuant to Section 302 of the Sarbanes-Oxley Act of 2002<\/p>\n
31.2*
\n \u00a0
\n Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002<\/p>\n
32.1**
\n \u00a0
\n Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002<\/p>\n
32.2**
\n \u00a0
\n Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002<\/p>\n
97.1
\n \u00a0
\n Compensation Recovery Policy of the Registrant (incorporated herein by reference to Exhibit 97.1 to the annual report on Form 10-K (File Number: 001-38605) filed with the Securities and Exchange Commission on April 16, 2024)<\/p>\n
101.INS*
\n \u00a0
\n Inline XBRL Instance Document.<\/p>\n
101.SCH*
\n \u00a0
\n Inline XBRL Taxonomy Extension Schema Document.<\/p>\n
101.CAL*
\n \u00a0
\n Inline XBRL Taxonomy Extension Calculation Linkbase Document.<\/p>\n
101.DEF*
\n \u00a0
\n Inline XBRL Taxonomy Extension Definition Linkbase Document.<\/p>\n
101.LAB*
\n \u00a0
\n Inline XBRL Taxonomy Extension Label Linkbase Document.<\/p>\n
101.PRE*
\n \u00a0
\n Inline XBRL Taxonomy Extension Presentation Linkbase Document.<\/p>\n
104*
\n \u00a0
\n Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)<\/p>\n
\u00a0<\/p>\n
*
\n Filed herewith. <\/p>\n
\u00a0
\n \u00a0<\/p>\n
**
\n Furnished herewith.<\/p>\n
\u00a0<\/p>\n
ITEM 16.\u00a0FORM 10-K SUMMARY<\/p>\n
\u00a0<\/p>\n
None.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
SIGNATURES<\/p>\n
\u00a0<\/p>\n
Pursuant to the requirements of Section 13 or
\n15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned,
\nthereunto duly authorized, on March 23, 2026.<\/p>\n
\u00a0<\/p>\n
\u00a0
\n GREENLAND TECHNOLOGIES HOLDING CORPORATION<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n By:
\n \/s\/ Raymond Z. Wang<\/p>\n
\u00a0
\n Name:
\n Raymond Z. Wang<\/p>\n
\u00a0
\n Title:
\n Chief Executive Officer<\/p>\n
\u00a0\u00a0<\/p>\n
Pursuant to the requirements of the Securities
\nExchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
\non the dates indicated:<\/p>\n
\u00a0<\/p>\n
Signatures
\n \u00a0
\n Title
\n \u00a0
\n Date<\/p>\n
\u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
\/s\/ Raymond Z. Wang
\n \u00a0
\n Chief Executive Officer and President
\n \u00a0
\n March 23, 2026<\/p>\n
Raymond Z. Wang
\n \u00a0
\n (Principal Executive Officer)
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
\/s\/ Chenyang Wang
\n \u00a0
\n Acting Chief Financial Officer
\n \u00a0
\n March 23, 2026<\/p>\n
Chenyang Wang
\n \u00a0
\n (Principal Financial Officer and Principal Accounting Officer)
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
\/s\/ Peter Zuguang Wang
\n \u00a0
\n Chairman of the Board and Director
\n \u00a0
\n March 23, 2026<\/p>\n
Peter Zuguang Wang
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
\/s\/ Zheng He
\n \u00a0
\n Director
\n \u00a0
\n March 23, 2026<\/p>\n
Zheng He
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
\/s\/ Ming Zhao
\n \u00a0
\n Director
\n \u00a0
\n March 23, 2026<\/p>\n
Ming Zhao
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
\/s\/ Charles Athle Nelson
\n \u00a0
\n Director
\n \u00a0
\n March 23, 2026<\/p>\n
Charles Athle Nelson
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
\/s\/ Bo (Frank) Shen
\n \u00a0
\n Director
\n \u00a0
\n March 23, 2026<\/p>\n
Bo (Frank) Shen
\n \u00a0
\n \u00a0
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