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What changed in Greenland Technologies Holding Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Greenland Technologies Holding Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+390 added−349 removedSource: 10-K (2026-03-23) vs 10-K (2025-03-26)

Top changes in Greenland Technologies Holding Corp.'s 2025 10-K

390 paragraphs added · 349 removed · 261 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

81 edited+32 added−17 removed146 unchanged
Biggest changeSee “Risk Factors — Risks Related to Doing Business in China — A recent joint statement by the SEC and the PCAOB, proposed rule changes submitted by Nasdaq, and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.” 8 Trading in our securities may be prohibited under the HFCA Act if the PCAOB determines that it cannot inspect or fully investigate our auditor, and that as a result, an exchange may determine to delist our securities.
Biggest changeAdditionally, any inability of the PCAOB to conduct inspections deprives our investors with the benefits of such inspections .” Trading in our securities may be prohibited under the HFCA Act if the PCAOB determines that it cannot inspect or fully investigate our auditor, and that as a result, an exchange may determine to delist our securities.
The Company received $6.88 million in gross proceeds from that registered direct offering, before deducting placement agent fees and other related offering expenses. July 2022 Private Placement On July 25, 2022, the Company entered into another securities purchase agreement with an investor for a private placement offering of 616,026 pre-funded warrants and 4,530,000 common warrants.
The Company received $6.88 million in gross proceeds from that registered direct offering, before deducting placement agent fees and other related offering expenses. 6 July 2022 Private Placement On July 25, 2022, the Company entered into another securities purchase agreement with an investor for a private placement offering of 616,026 pre-funded warrants and 4,530,000 common warrants.
Greenland was incorporated on December 28, 2017 as a British Virgin Islands company with limited liability. As a result of the consummation of the Business Combination, Greenland serves as the ultimate holding company of its subsidiaries. Greenland Holding was incorporated in the State of Delaware on August 28, 2023.
Greenland was incorporated on December 28, 2017 as a British Virgin Islands business company with limited liability. As a result of the consummation of the Business Combination, Greenland serves as the ultimate holding company of its subsidiaries. Greenland Holding was incorporated in the State of Delaware on August 28, 2023.
There is a new trend that OEMs would rather use an integrated powertrain than separate electric motor, speed reduction gearbox, and driving axles, particularly in electric forklift trucks. Currently, Greenland makes two tons to three and a half-tons integrated powertrains for few electric forklift truck OEMs.
There is a new trend that OEMs would rather use an integrated powertrain than separate electric motor, speed reduction gearbox, and driving axles, particularly in electric forklift trucks. Currently, Greenland makes two tons to three and a half-tons integrated powertrains for a few electric forklift truck OEMs.
Its 141 kWh 620V CATL-sourced lithium battery produces the power to support nine hours of operation time and can be charged in as little as one and a half hours. GEX-8000 The GEX-8000 is a 18,739 lb. lithium powered all-electric excavator capable of supporting an 8.0-ton rated load.
GEX-8000 The GEX-8000 is a 18,739 lb. lithium powered all-electric excavator capable of supporting an 8.0-ton rated load. Its 141 kWh 620V CATL-sourced lithium battery produces the power to support nine hours of operation time and can be charged in as little as one and a half hours.
The PCAOB has been able to inspect our auditor, Enrome LLP, an independent registered public accounting firm with its headquarters in Singapore.
The PCAOB has been able to inspect our auditor, Enrome LLP, an independent registered public accounting firm with its headquarters in Singapore.
According to such regulations, a domestic enterprise that issues and lists its securities outside of the PRC shall comply with the filing procedures and report the relevant information to the CSRC.
According to such regulations, a domestic enterprise that issues and lists its securities outside of the PRC shall comply with the filing procedures and report the relevant information to the CSRC.
Furthermore, in the event that an approval from Chinese authorities is required for our future offerings or continued listing on Nasdaq, if we and/or our PRC subsidiaries do not receive or maintain required approvals, or we inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change such that we and/or our PRC subsidiaries are required to obtain approval in the future, we and/or our PRC subsidiaries may be subject to an investigation by Chinese regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of our 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.
Furthermore, in the event that an approval from Chinese authorities is required for our future offerings or continued listing on Nasdaq, if we and/or our PRC subsidiaries do not receive or maintain required approvals, or we inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change such that we and/or our PRC subsidiaries are required to obtain approval in the future, we and/or our PRC subsidiaries may be subject to an investigation by Chinese regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of our Class A ordinary shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.
See “Risk Factors — Risks Related to Doing Business in China — We may rely on dividends paid by our subsidiaries for our cash needs, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct business.” In addition, the PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China.
See “Risk Factors — Risks Related to Doing Business in China — We may rely on dividends paid by our subsidiaries for our cash needs, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct business.” 10 In addition, the PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China.
However, there can be no assurance that Greenland could precisely estimate any increase in raw material price or pass on such increase to its customers. 11 HEVI purchases components, electronics, battery systems and metal-based parts for use in the assembly of its electric industrial heavy equipment from various suppliers based in the PRC.
However, there can be no assurance that Greenland could precisely estimate any increase in raw material price or pass on such increase to its customers. HEVI purchases components, electronics, battery systems and metal-based parts for use in the assembly of its electric industrial heavy equipment from various suppliers based in the PRC.
For accounting and financial reporting purposes, Zhongchai Holding is considered the acquirer based on the following facts and circumstances: ● Zhongchai Holding’s operations comprise the ongoing operations of the combined entity; ● The officers of the newly combined company consist of Zhongchai Holding’s executives, including the Chief Executive Officer, Chief Financial Officer, and General Counsel; and ● The former shareholders of Zhongchai Holding own a majority voting interests in the combined entity.
For accounting and financial reporting purposes, Zhongchai Holding is considered the acquirer based on the following facts and circumstances: ● Zhongchai Holding’s operations comprise the ongoing operations of the combined entity; ● The officers of the combined company consist of Zhongchai Holding’s executives, including the Chief Executive Officer, Chief Financial Officer, and General Counsel; and ● The former shareholders of Zhongchai Holding own a majority voting interests in the combined entity.
PRC laws and regulations governing our PRC subsidiaries’ current business operations are sometimes vague and uncertain and, as a result, these risks may result in material changes in the operations of our PRC subsidiaries, significant depreciation of the value of our ordinary shares, or a complete hindrance of our ability to offer or continue to offer our securities to investors.
PRC laws and regulations governing our PRC subsidiaries’ current business operations are sometimes vague and uncertain and, as a result, these risks may result in material changes in the operations of our PRC subsidiaries, significant depreciation of the value of our Class A ordinary shares, or a complete hindrance of our ability to offer or continue to offer our securities to investors.
Any gain realized on the transfer of ordinary shares by such investors is also subject to PRC tax at a current rate of 10%, which in case of dividends will be withheld at source if such gain is regarded as income derived from sources within the PRC.
Any gain realized on the transfer of Class A ordinary shares by such investors is also subject to PRC tax at a current rate of 10%, which in case of dividends will be withheld at source if such gain is regarded as income derived from sources within the PRC.
As of the date of this Report, we and our PRC subsidiaries have not received any inquiry, notice, warning, or sanctions from the CSRC or any other PRC governmental authorities regarding the offering of our securities outside of the PRC. 7 On February 17, 2023, the CSRC published the Regulations of Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and its accompanying guidelines and instructions, which came into effect on March 31, 2023, and will apply if a domestic enterprise issues shares, depositary receipts, corporate bonds convertible into shares, or other securities of an equity nature outside of the PRC, or lists its securities for trading outside of the PRC.
As of the date of this Report, we and our PRC subsidiaries have not received any inquiry, notice, warning, or sanctions from the CSRC or any other PRC governmental authorities regarding the offering of our securities outside of the PRC. 8 On February 17, 2023, the CSRC published the Regulations of Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and its accompanying guidelines and instructions, which came into effect on March 31, 2023, and will apply if a domestic enterprise issues shares, depositary receipts, corporate bonds convertible into shares, or other securities of an equity nature outside of the PRC, or lists its securities for trading outside of the PRC.
We and our PRC subsidiaries are also subject to the risks and uncertainties about any future actions of the PRC government. If any future actions of the PRC government result in a material change in our PRC subsidiaries’ operations, the value of our ordinary shares may depreciate significantly or become worthless.
We and our PRC subsidiaries are also subject to the risks and uncertainties about any future actions of the PRC government. If any future actions of the PRC government result in a material change in our PRC subsidiaries’ operations, the value of our Class A ordinary shares may depreciate significantly or become worthless.
If the Chinese government significantly regulates the business operations of our PRC subsidiaries in the future and our PRC subsidiaries are not able to substantially comply with such regulations, the business operations of our PRC subsidiaries may be materially and adversely affected and the value of our ordinary shares may significantly decrease.” Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act, or the HFCA Act, if Public Company Accounting Oversight Board (United States) (the “PCAOB”) determines that it cannot inspect or fully investigate our auditor, and that as a result, an exchange may determine to delist our securities.
If the Chinese government significantly regulates the business operations of our PRC subsidiaries in the future and our PRC subsidiaries are not able to substantially comply with such regulations, the business operations of our PRC subsidiaries may be materially and adversely affected and the value of our Class A ordinary shares may significantly decrease.” 9 Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act, or the HFCA Act, if Public Company Accounting Oversight Board (United States) (the “PCAOB”) determines that it cannot inspect or fully investigate our auditor, and that as a result, an exchange may determine to delist our securities.
No step-up basis of intangible assets or goodwill was recorded in the Business Combination transaction, which is consistent with the treatment of the transaction as a reverse recapitalization of Zhongchai Holding. 2 Incorporation of HEVI Corp.
No step-up basis of intangible assets or goodwill was recorded in the Business Combination transaction, which is consistent with the treatment of the transaction as a reverse recapitalization of Zhongchai Holding. Incorporation of HEVI Corp.
Furthermore, emergency measures shall be established by an enterprise to prepare for the occurrence of any accidents threatening safe production. 15 Law and Regulation Relating to Environmental Protection The laws and regulations governing the environmental requirements for all units that cause environmental pollution and other public hazards in the PRC include, but are not limited to, the Environmental Protection Law of the People’s Republic of China, the Environmental Impact Assessment Law of the People’s Republic of China, and the Administrative Regulations on Environmental Protection for Construction Projects.
Furthermore, emergency measures shall be established by an enterprise to prepare for the occurrence of any accidents threatening safe production. 18 Law and Regulation Relating to Environmental Protection The laws and regulations governing the environmental requirements for all units that cause environmental pollution and other public hazards in the PRC include, but are not limited to, the Environmental Protection Law of the People’s Republic of China, the Environmental Impact Assessment Law of the People’s Republic of China, and the Administrative Regulations on Environmental Protection for Construction Projects.
Through its PRC subsidiaries, Greenland designs and develops new and distinctive powertrains, which integrates electric motor, speed reduction gearbox, and driving axles into a combined integral module, in order to meet a growing demand for advanced electric forklift trucks. This integrated powertrain will enable the OEMs to significantly shorten design cycle, improve machinery efficiency, and simplify manufacturing process.
Through its PRC subsidiaries, Greenland designs and develops new and distinctive powertrains, which integrate electric motor, speed reduction gearbox, and driving axles into a combined integral module, in order to meet growing demand for advanced electric forklift trucks. This integrated powertrain will enable the OEMs to significantly shorten design cycle, improve machinery efficiency, and simplify manufacturing process.
(“HEVI”) to focus on the production and sale of electric industrial vehicles to meet the increasing demand for electric industrial vehicles and machinery powered by sustainable energy in order to reduce air pollution and lower carbon emissions. HEVI is a wholly owned subsidiary of Greenland incorporated under the laws of the State of Delaware.
(“HEVI”) to focus on the production and sale of electric industrial vehicles to meet the increasing demand for electric industrial vehicles and machinery powered by sustainable energy to reduce air pollution and lower carbon emissions. HEVI is a wholly owned subsidiary of Greenland incorporated under the laws of the State of Delaware.
Ltd., and Ganzhou Wuhuan Machine Co., Ltd. 13 Electric Industrial Heavy Equipment Industry Utilizing Greenland’s expertise in manufacturing and R&D, it established HEVI in January 2020 to create clean and sustainable products and services in the heavy industrial equipment industry that help organizations pursue a carbon neutral operation.
Ltd., and Ganzhou Wuhuan Machine Co., Ltd. 15 Electric Industrial Heavy Equipment Industry Utilizing Greenland’s expertise in manufacturing and R&D, it established HEVI in January 2020 to create clean and sustainable products and services in the heavy industrial equipment industry that help organizations pursue a carbon neutral operation.
In the event that such approval is required in the future and we and/or our PRC subsidiaries do not receive or maintain such approval, our ordinary shares may significantly decline in value or become worthless, and our ability to offer or continue to offer securities to investors may be significantly limited or completely hindered.
In the event that such approval is required in the future and we and/or our PRC subsidiaries do not receive or maintain such approval, our Class A ordinary shares may significantly decline in value or become worthless, and our ability to offer or continue to offer securities to investors may be significantly limited or completely hindered.
Through Zhongchai Holding and its subsidiaries, Greenland develops and manufactures traditional transmission products for material handling machineries in the PRC. Greenland was incorporated on December 28, 2017 as a British Virgin Islands company with limited liability.
Through Zhongchai Holding and its subsidiaries, Greenland develops and manufactures traditional transmission products for material handling machinery in the PRC. Greenland was incorporated on December 28, 2017 as a British Virgin Islands business company with limited liability.
He has over 30 years of experience in technology and management, along with a unique background in research and development, operation, finance and management. Mr. Wang is the chief executive officer of Cenntro Electric Group Limited (Nasdaq: CENN) and the co-founder of Unitech Telecom (now a part of UTStarcom, Nasdaq: UTSI). ● Raymond Z.
He has over 30 years of experience in technology and management, along with a unique background in research and development, operation, finance and management. Mr. Wang is the chief executive officer of Cenntro Inc. (Nasdaq: CENN) and the co-founder of Unitech Telecom (now a part of UTStarcom, Nasdaq: UTSI). ● Raymond Z.
We also sold to Chardan (and its designees), for $100, an option to purchase up to 240,000 units exercisable at $11.50 per unit (or an aggregate exercise price of $2,760,000) commencing on consummation of the Business Combination (as defined below).
We also sold to Chardan (and its designees), for $100, an option to purchase up to 240,000 units exercisable at $11.50 per unit (or an aggregate exercise price of $2,760,000) commencing on consummation of the Business Combination (as defined below). On February 18, 2021, Chardan exercised its option to purchase 120,000 units.
(“Greenland Holding”), a holding company formed in the State of Delaware on August 28, 2023, which in turn acts as the holding company for Zhongchai Holding (Hong Kong) Limited, a holding company formed under the laws of the Hong Kong Special Administrative Region (“Hong Kong”) on April 23, 2009 (“Zhongchai Holding”). Zhongchai Holding’s subsidiaries include Zhejiang Zhongchai Machinery Co.
(“Greenland Holding”), a holding company formed in the State of Delaware on August 28, 2023, which in turn acts as the holding company for Zhongchai Holding (Hong Kong) Limited, a holding company formed under the laws of Hong Kong on April 23, 2009 (“Zhongchai Holding”). Zhongchai Holding’s subsidiaries include Zhejiang Zhongchai Machinery Co.
The technology center is made up of a product development and design department, a research center, three research departments that focuses on design, application, and manufacturing of internal combustion engines, and a post-doctoral workstation certified by the PRC Ministry of Human Resource and Social Security.
The transmission technology center is accredited by the Zhejiang provincial government. The technology center is made up of a product development and design department, a research center, three research departments that focuses on design, application, and manufacturing of internal combustion engines, and a post-doctoral workstation certified by the PRC Ministry of Human Resource and Social Security.
Favorable Market Trends Greenland believes that a number of key industry trends in the PRC will continue to benefit Greenland and its subsidiaries and continue to drive its growth, including: ● increasingly stringent regulations over carbon emission, which urge market participants to adopt low or zero-emission material handling and construction equipment; ● increasing demand for a safer work environment and better healthy worker’s condition will drive growth of electric material handling equipment or industry vehicle, which generates no exhausts and a low level of noise in operation; ● increasing labor cost, which accelerates labor substitution with machinery in material handling and logistic activities; ● strong competitiveness of U.S. branded products in the U.S., in which the next generation of electric industrial vehicles will be assembled and sold; ● increasing government support for improving efficiency in the PRC’s logistics industry, which is a key market for material handling machinery such as forklifts and loaders; and ● increasing government support for logistic mechanization, including in the form of subsidies.
Favorable Market Trends Greenland believes that a number of key industry trends in the PRC will continue to benefit Greenland and its subsidiaries and continue to drive its growth, including: ● increasingly stringent regulations over carbon emission, which urge market participants to adopt low or zero-emission material handling and construction equipment; ● increasing demand for a safer work environment and better healthy worker’s condition will drive growth of electric material handling equipment or industry vehicle, which generates no exhausts and a low level of noise in operation; ● increasing labor cost, which accelerates labor substitution with machinery in material handling and logistic activities; ● increasing government support for improving efficiency in the PRC’s logistics industry, which is a key market for material handling machinery such as forklifts and loaders; and ● increasing government support for logistic mechanization, including in the form of subsidies.
Broadly, our obligation to comply with applicable US-NJ Employment Laws, includes laws and rules relating to: (i) Wage and hour standards, such as paying required overtime for employees who do not meet exemption requirements and work in excess of 40 hours in a week, paying minimum wage, and paying wages when due; (ii) Providing leave and leave benefits to eligible employees, including requirements that unpaid family leave and unpaid leave for reasons including domestic violence or sexual assault shall be provided by covered employers; (iii) Non-discrimination and anti-retaliation; (iv) Providing reasonable accommodations to and engaging in the interactive process with employees with disabilities, religious needs, or other protected characteristics; (v) Ensuring employees are eligible to be employed in the United States; and (vi) Occupational safety.
Employers have a right to discharge an employee at any time, for any reason, or for no reason, provided the termination is not for a reason prohibited by law. 22 Broadly, our obligation to comply with applicable US-NJ Employment Laws, includes laws and rules relating to: (i) Wage and hour standards, such as paying required overtime for employees who do not meet exemption requirements and work in excess of 40 hours in a week, paying minimum wage, and paying wages when due; (ii) Providing leave and leave benefits to eligible employees, including requirements that unpaid family leave and unpaid leave for reasons including domestic violence or sexual assault shall be provided by covered employers; (iii) Non-discrimination and anti-retaliation; (iv) Providing reasonable accommodations to and engaging in the interactive process with employees with disabilities, religious needs, or other protected characteristics; (v) Ensuring employees are eligible to be employed in the United States; and (vi) Occupational safety.
The following table sets forth the number of its full-time employees by function as of December 31, 2024: Function Number Management 9 Administration 12 Production 283 Research and development 17 Sales and marketing 16 Other 8 Total 345 Greenland maintains mandatory social security insurance for its employees pursuant to Chinese laws.
The following table sets forth the number of its full-time employees by function as of December 31, 2025: Function Number Management 8 Administration 16 Production 275 Research and development 17 Sales and marketing 15 Other 9 Total 340 Greenland maintains mandatory social security insurance for its employees pursuant to Chinese laws.
For the years ended December 31, 2024 and 2023, Greenland’s single largest customer, Hangcha Group, accounted for 14.19% and 14.98%, respectively, of Greenland’s total revenue, and Greenland’s second largest customer, Longgong Forklift Truck, accounted for 11.94% and 11.75%, respectively, of Greenland’s total revenue. Suppliers Greenland purchases its raw materials from various suppliers for use in the manufacture of its products.
For the years ended December 31, 2025 and 2024, Greenland’s single largest customer, Hangcha Group, accounted for 15.07% and 14.19%, respectively, of Greenland’s total revenue, and Greenland’s second largest customer, Longgong Forklift Truck, accounted for 10.05% and 11.94%, respectively, of Greenland’s total revenue. Suppliers Greenland purchases its raw materials from various suppliers for use in the manufacture of its products.
Its 282 kWh 620V lithium battery sourced from Contemporary Amperex Technology Co., Limited (“CATL”) produces the power to support eight hours of operation time and can be charged in as little as two hours. GEL-1800 The GEL-1800 is a 11,464 lb. lithium powered all-electric wheeled front loader capable of supporting a 1.8-ton rated load.
GEL-5000 The GEL-5000 is a 39,683 lb. lithium powered all-electric wheeled front loader capable of supporting a 5.0-ton rated load. Its 282 kWh 620V lithium battery sourced from Contemporary Amperex Technology Co., Limited (“CATL”) produces the power to support eight hours of operation time and can be charged in as little as two hours.
As of December 31, 2024, our Company provided a loan of $4,287,589 to Zhongchai Holding. 9 Competitive Strengths Greenland believes that it is in the right position and the right time to supply a new generation of industrial heavy equipment, including electric industrial vehicles, that is green, safe, and cost-effective. The following is a summary of Greenland’s competitive strengths.
As of December 31, 2024 and 2025, our Company provided a loan of $4,287,589 and $2,447,492 to Zhongchai Holding, respectively. Competitive Strengths Greenland believes that it is in the right position and the right time to supply a new generation of industrial heavy equipment, including electric industrial vehicles, that is green, safe, and cost-effective.
In August 2024, HEVI launched its H55L all-electric wheeled front-end loader, which can lift up to six tons in indoor and outdoor applications without the mess and emissions of diesel, and the H65L all-electric wheeled front-end loader, the largest lithium battery powered electric wheel loader commercially available in North America. Fast Growing Market .
In August 2024, HEVI launched its H55L all-electric wheeled front-end loader, which can lift up to six tons in indoor and outdoor applications without the mess and emissions of diesel, and the H65L all-electric wheeled front-end loader, a lithium battery wheeled front-end loader. Fast Growing Market .
Our key competitors in the industrial heavy equipment industry are the traditional diesel-powered industrial heavy equipment manufacturers such as Caterpillar, Volvo CE and John Deere. 14 Employees As of December 31, 2024, the total number of full-time employees employed at Greenland and its subsidiaries was 345, with 337 employees located in the PRC and 8 employees located in the U.S.
Our key competitors in the industrial heavy equipment industry are the traditional diesel-powered industrial heavy equipment manufacturers such as Caterpillar, Volvo CE and John Deere. 16 Employees As of December 31, 2025, the total number of full-time employees employed at Greenland and its subsidiaries was 340, with 336 employees located in the PRC and four employees located in the U.S.
HEVI’s electric industrial vehicle products currently include GEF-series electric forklifts, a series of lithium powered forklifts with three models ranging in size from 1.8 tons to 3.5 tons, GEL-1800, a 1.8 ton rated load lithium powered electric wheeled front loader, GEX-8000, an all-electric 8.0 ton rated load lithium powered wheeled excavator, and GEL-5000, an all-electric 5.0 ton rated load lithium wheeled front loader.
HEVI’s electric industrial vehicle products (which it are not currently being offered as a result of the suspension of its operations) include GEF-series electric forklifts, a series of lithium powered forklifts with three models ranging in size from 1.8 tons to 3.5 tons, GEL-1800, a 1.8-ton rated load lithium powered electric wheeled front loader, GEX-8000, an all-electric 8.0 ton rated load lithium powered wheeled excavator, and GEL-5000, an all-electric 5.0 ton rated load lithium wheeled front loader.
In the fiscal years ended December 31, 2024 and 2023, Greenland sold an aggregate of 149,597 and 149,543 sets of transmission products, respectively, to more than 100 forklift manufacturers in the PRC. In January 2020, Greenland formed HEVI Corp.
Greenland sells these transmission products directly to forklift-truck manufacturers. In the fiscal years ended December 31, 2025 and 2024, Greenland sold an aggregate of 166,317 and 149,597 sets of transmission products, respectively, to more than 100 forklift manufacturers in the PRC. In January 2020, Greenland formed HEVI Corp.
Trademarks As of December 31, 2024, Greenland had been granted two trademarks registered with the CNIPA. Copyrights As of December 31, 2024, Greenland had registered two copyrights in China with the CNIPA. As of the date of this Report, Greenland has not registered any intellectual properties in the U.S.
These patents relate to the manufacturing of products. 14 Trademarks As of December 31, 2025, Greenland had been granted two trademarks in China registered with the CNIPA. Copyrights As of December 31, 2025, Greenland had registered two copyrights in China with the CNIPA. As of the date of this Report, Greenland has not registered any intellectual properties in the U.S.
The infringer also may be subject to fines or even criminal punishment. 17 Domain Names The domain names are protected under the Administrative Measures for Internet Domain Names promulgated by Ministry of Industry and Information Technology, or the MIIT, on August 24, 2017, the effective date of which was November 1, 2017.
Domain Names The domain names are protected under the Administrative Measures for Internet Domain Names promulgated by Ministry of Industry and Information Technology, or the MIIT, on August 24, 2017, the effective date of which was November 1, 2017.
Product liability legal actions and recall campaigns in the United States (“Product Liability Matters”) could involve personal injury and property damage and could involve claims for substantial monetary damages.
Product liability legal actions and recall campaigns in the United States (“Product Liability Matters”) could involve personal injury and property damage and could involve claims for substantial monetary damages. The results of any future litigation and claims involving product liability in the United States are inherently unpredictable.
As a result of these favorable industry trends, Greenland believes that it is well-positioned to capitalize on the increasing market demand for transmission products in the PRC as well as on the growing demand for emission-free and labor substitution by electric vehicles in the United States.
As a result of these favorable industry trends, Greenland believes that it is well-positioned to capitalize on the increasing market demand for transmission products in the PRC as well as on the growing demand over the long term for emission-free and labor substitution by electric vehicles in the United States. 11 Well-Developed Manufacturing Capabilities Leading to Higher Efficiency Greenland’s well-developed manufacturing process contributes to manufacturing efficiency and cost-effectiveness.
These transmission systems are key components for material handling machinery assembly. To meet this increasing demand, Greenland is able to providing these transmission systems to major forklift truck original equipment manufacturers (“OEMs”) as well as certain global branded manufacturers. Integrated Powertrain.
To meet this increasing demand, Greenland is able to provide these transmission systems to major forklift truck original equipment manufacturers (“OEMs”) as well as certain global branded manufacturers. Integrated Powertrain.
The results of any future litigation and claims involving product liability in the United States are inherently unpredictable. 18 Employment and Labor Law Private businesses operating in the United States are subject to employment laws of the federal governments, state government, and, to a lesser extent, local counties or municipalities.
Employment and Labor Law Private businesses operating in the United States are subject to employment laws of the federal governments, state government, and, to a lesser extent, local counties or municipalities.
Further, pursuant to the Notice on the Issues concerning the Application of the Dividend Clauses of Tax Agreements issued by the SAT on February 20, 2009, the preferential tax rate under the relevant tax treaties shall only apply to a tax resident from the other side that directly holds at least 25% of the interest of a PRC company for a period of consecutive 12 months prior to receiving the dividends. 16 Value Added Tax The Provisional Regulations of the PRC Concerning Value Added Tax (the “VAT Regulations”) was promulgated on December 13, 1993 and amended by the State Council and became effect on November 19, 2017.
Further, pursuant to the Notice on the Issues concerning the Application of the Dividend Clauses of Tax Agreements issued by the SAT on February 20, 2009, the preferential tax rate under the relevant tax treaties shall only apply to a tax resident from the other side that directly holds at least 25% of the interest of a PRC company for a period of consecutive 12 months prior to receiving the dividends.
Patent Law Pursuant to the Patent Law of the PRC which was amended on October 17, 2020 and became effective on June 1, 2021, the patent administration departments of the State Council are responsible for the administration of patents across the nation.
Copyright owners shall enjoy various kinds of rights, including the right of publication, right of authorship and right of reproduction. 20 Patent Law Pursuant to the Patent Law of the PRC which was amended on October 17, 2020 and became effective on June 1, 2021, the patent administration departments of the State Council are responsible for the administration of patents across the nation.
Charging Solutions DCH-480-30 Mobile Direct Current (“DC”) Charger HEVI has developed a line of DC mobile charging solutions that are designed for easy, flexible and cost-effective charging integration to support a DC-powered electric vehicle (“EV”) fleet at any powered work site.
GEF-Series Forklifts HEVI offers the GEF-series of lithium powered electric forklifts that range in power from 1.5-ton to 3.5-ton rated load. 4 Charging Solutions DCH-480-30 Mobile Direct Current (“DC”) Charger HEVI has developed a line of DC mobile charging solutions that are designed for easy, flexible and cost-effective charging integration to support a DC-powered electric vehicle (“EV”) fleet at any powered work site.
In August 2024, HEVI launched its H55L all-electric wheeled front-end loader, which can lift up to six tons in indoor and outdoor applications without the mess and emissions of diesel, and the H65L all-electric wheeled front-end loader, the largest lithium battery powered electric wheel loader commercially available in North America.
In August 2024, HEVI launched its H55L all-electric wheeled front-end loader, which can lift up to six tons in indoor and outdoor applications without the mess and emissions of diesel, and the H65L all-electric wheeled front-end loader, a lithium battery wheeled front-end loader. Greenland is the parent company of HEVI and Greenland Holding Enterprises Inc.
Components of such products, in general, are sourced, from third parties, assembled, and integrated to form finished products. The finished products then undergo further adjustments, fine tunings, testing, and quality inspections. At the end of the inspection process and prior to shipment to our warehouses for storage and distribution, the finished products are coated and painted.
Components of such products, in general, are sourced, from third parties, assembled, and integrated to form finished products. The finished products then undergo further adjustments, fine tunings, testing, and quality inspections.
According to the implementation rules of the PRC EIT Law, “de facto management body” refers to a managing body that exercises, in substance, overall management and control over the manufacture and business, personnel, accounting and assets of an enterprise.
According to the implementation rules of the PRC EIT Law, “de facto management body” refers to a managing body that exercises, in substance, overall management and control over the manufacture and business, personnel, accounting and assets of an enterprise. 19 Withholding Tax The PRC EIT Law removes the prior tax exemption and imposes a 10% withholding tax on dividends paid by foreign-invested enterprises to foreign investors.
The remaining 37.5% of the capital stock of Hengyu Capital Limited is owned by Peter Zuguang Wang, the chairman of our board of directors. Products Greenland manufactures transmission systems and integrated powertrains for the various industries, particularly for material handling machineries.
The remaining 37.5% of the capital stock of Hengyu Capital Limited is owned by Peter Zuguang Wang, the chairman of our board of directors. Products Greenland manufactures transmission systems and integrated powertrains for various industries, particularly for material handling machinery. In addition, Greenland is a provider of high tech sustainable heavy machinery including all-electric construction machinery and related charging accessories.
Zhejiang Zhongchai, an 89.47% owned subsidiary of Zhongchai Holding, was formed in the PRC on November 21, 2005 and engages in the business of designing, manufacturing, and selling transmission products mainly for forklift trucks.
HEVI promotes sales of sustainable alternative products for the heavy industrial equipment industry, including electric industrial vehicles, in the North American market. 2 Zhejiang Zhongchai, an 89.47% owned subsidiary of Zhongchai Holding, was formed in the PRC on November 21, 2005 and engages in the business of designing, manufacturing, and selling transmission products mainly for forklift trucks.
As a holding company with no material operations of our own, we conduct our operations through our U.S. subsidiary, HEVI, and our PRC subsidiaries. We hold equity interests in our subsidiaries and do not currently use a variable interest entity (“VIE”) structure. Investors in our ordinary shares are purchasing equity interest in a British Virgin Islands holding company.
We hold equity interests in our subsidiaries and do not currently use a variable interest entity (“VIE”) structure. Investors in our Class A ordinary shares are purchasing equity interest in a British Virgin Islands holding company.
As of December 31, 2024, Greenland’s sales and marketing team consisted of 16 employees, with thirteen (13) members in the PRC and three (3) in the U.S. Members of Greenland’s sales and marketing teams have extensive experience and knowledge in the material handling equipment sector of the manufacturing industry.
As of December 31, 2025, Greenland’s sales and marketing team consisted of 15 employees, all of them were in the PRC. Members of Greenland’s sales and marketing teams have extensive experience and knowledge in the material handling equipment sector of the manufacturing industry.
Generally, industries with the largest demand for forklifts include the transportation, warehousing logistics, electrical machinery, and automobile industries. Greenland’s transmission products are used in 1-ton to 15-tons forklift trucks, some with mechanical shift and some with automatic shift. Greenland sells these transmission products directly to forklift-truck manufacturers.
Forklifts play an important role in the logistic systems of many companies across different industries in China and globally. Generally, industries with the largest demand for forklifts include the transportation, warehousing logistics, electrical machinery, and automobile industries. Greenland’s transmission products are used in 1-ton to 18-tons forklift trucks, some with mechanical shift and some with automatic shift.
Well-Developed Manufacturing Capabilities Leading to Higher Efficiency Greenland’s well-developed manufacturing process contributes to manufacturing efficiency and cost-effectiveness. Specifically, a combination of modern operational and management systems, advanced manufacturing equipment, experienced manufacturing know-hows, skilled workforce, and flexible manufacturing system allows Greenland to shorten the “time to market” for its new products.
Specifically, a combination of modern operational and management systems, advanced manufacturing equipment, experienced manufacturing know-hows, skilled workforce, and flexible manufacturing system allows Greenland to shorten the “time to market” for its new products. Moreover, the combination allows Greenland to timely adjust its lines of products in anticipation of changes in market demands.
Its 141 kWh 620V CATL-sourced lithium battery produces the power to support nine hours of operation time and can be charged in as little as one and a half hours.
GEL-1800 The GEL-1800 is a 11,464 lb. lithium powered all-electric wheeled front loader capable of supporting a 1.8-ton rated load. Its 141 kWh 620V CATL-sourced lithium battery produces the power to support nine hours of operation time and can be charged in as little as one and a half hours.
The infringer must undertake to cease the infringement, take remedial action and pay damages.
The infringer must undertake to cease the infringement, take remedial action and pay damages. The infringer also may be subject to fines or even criminal punishment.
Users of Greenland’s products are able to reach Greenland through a service line, through which Greenland is able to provide prompt on-site technical services. 10 Experienced Management Team with Successful Track Records Greenland’s senior management team is comprised of individuals who have operational experience, market knowledge, international management skill, and technical expertise.
Experienced Management Team with Successful Track Records Greenland’s senior management team is comprised of individuals who have operational experience, market knowledge, international management skill, and technical expertise.
In the event of a domain name dispute, the disputed parties may lodge a complaint to the designated domain name dispute resolution institution to trigger the domain name dispute resolution procedure in accordance with the CNNIC Measures on Resolution of the Top-Level Domains Disputes, file a suit to the People’s Court or initiate an arbitration procedure.
In the event of a domain name dispute, the disputed parties may lodge a complaint to the designated domain name dispute resolution institution to trigger the domain name dispute resolution procedure in accordance with the CNNIC Measures on Resolution of the Top-Level Domains Disputes, file a suit to the People’s Court or initiate an arbitration procedure. 21 Law and Regulation Relating to Foreign Currency Exchange The principal regulations governing foreign currency exchange in the PRC are the Foreign Exchange Administrative Regulations (the “SAFE Regulations”) which was promulgated by the State Council and last amended on August 5, 2008.
As a result, Greenland Holding has become a wholly owned subsidiary of the Company, which in turn holds 100% of the equity interests in Zhongchai Holding. 3 Corporate Structure The following diagram illustrates the current corporate structure of Greenland, including the jurisdiction of formation and ownership interest of each of its subsidiaries.
As a result, Greenland Holding has become a wholly owned subsidiary of the Company, which in turn holds 100% of the equity interests in Zhongchai Holding.
Greenland, through HEVI, continues to focus its research and development efforts on its next generation of electric industrial heavy equipment along with supporting products such as mobile charging units and attachments that will increase the value of its portfolio. 12 Intellectual Property Greenland relies on a combination of trademark, copyright, patent, software registration, and trade secret laws to protect its intellectual property rights.
HEVI intends to resume operations once the policy environment stabilizes. In the long run, Greenland, through HEVI, intends to focus its research and development efforts on its next generation of electric industrial heavy equipment along with supporting products such as mobile charging units and attachments that will increase the value of its portfolio.
Following the Business Combination (as described and defined below) in October 2019, the Company changed its name from Greenland Acquisition Corporation to Greenland Technologies Holding Corporation. As of December 31, 2024, Cenntro Holding Limited owned 45.69% of our outstanding ordinary shares. Cenntro Holding Limited is controlled and beneficially owned by Mr.
Following the Business Combination (as described and defined below) in October 2019, the Company changed its name from Greenland Acquisition Corporation to Greenland Technologies Holding Corporation. Implications of Being a “Controlled Company” Mr.
Peter Zuguang Wang, the chairman of the board of directors of the Company. 1 Significant Activities since Inception Initial Public Offering On July 27, 2018, we consummated our initial public offering of 4,400,000 units, including a partial exercise by the underwriters of their over-allotment option in the amount of 400,000 units.
These solutions create a seamless adoption of HEVI’s electric heavy equipment or any compatible DC-powered EV into any existing fleet operation. Significant Activities since Inception Initial Public Offering On July 27, 2018, we consummated our initial public offering of 4,400,000 units, including a partial exercise by the underwriters of their over-allotment option in the amount of 400,000 units.
Greenland believes that its customers include some of the leading manufacturers in their respective market segments. Greenland also supplies transmission products to the PRC subsidiaries of a number of blue-chip international brands based in Europe and Asia. During the years ended December 31, 2024 and 2023, Greenland’s five largest customers contributed 40.60% and 45.06%, respectively, of its total revenues.
Its customer bases are primarily in the businesses of material handling equipment and forklift trucks. Greenland believes that its customers include some of the leading manufacturers in their respective market segments. Greenland also supplies transmission products to the PRC subsidiaries of a number of blue-chip international brands based in Europe and Asia.
Moreover, the combination allows Greenland to timely adjust its lines of products in anticipation of changes in market demands. Robust Research and Product Development Capabilities Research and product development capabilities have been critical to Greenland’s historical growth and current market position. Greenland’s research and development team is comprised of more than 17 professionals, or over 5% of Greenland’s employees.
Robust Research and Product Development Capabilities Research and product development capabilities have been critical to Greenland’s historical growth and current market position. Greenland’s research and development team is comprised of more than 17 professionals, or over 5% of Greenland’s employees. Greenland’s research and development facilities consist of a transmission technology center and an electric industry vehicle center.
Accordingly, Greenland, through its subsidiaries, has operated an in-house service center and retained service providers that conduct businesses predominantly in these regions.
Accordingly, Greenland, through its subsidiaries, has operated an in-house service center and retained service providers that conduct businesses predominantly in these regions. Users of Greenland’s products are able to reach Greenland through a service line, through which Greenland is able to provide prompt on-site technical services.
Greenland has not had any labor strikes or other labor disturbances that have materially interfaced with its operations, and it believes that it has maintained a good work relationship with its employees.
Greenland has not had any labor strikes or other labor disturbances that have materially interfaced with its operations, and it believes that it has maintained a good work relationship with its employees. Properties and Facilities The address of our principal executive offices and corporate offices is 50 Millstone Road, Building 400, Suite 130, East Windsor, New Jersey 08512.
HEVI was incorporated in the state of Delaware on January 14, 2020 as a wholly owned subsidiary of Greenland. HEVI promotes sales of sustainable alternative products for the heavy industrial equipment industry, including electric industrial vehicles, in the North American market.
HEVI was incorporated in the state of Delaware on January 14, 2020 as a wholly owned subsidiary of Greenland.
The range of the transmission systems covers machineries from one ton to fifteen tons. Most transmission systems contain auto transmission features. This feature allows for easy machine operations. In addition, Greenland provides transmission system for internal combustion powered machineries as well as for electrical powered machineries. Greenland has recently experienced an increasing demand for electric powered transmission systems.
This feature allows for easy machine operations. In addition, Greenland provides transmission system for internal combustion powered machinery as well as for electrical powered machinery. Greenland has recently experienced increasing demand for electric powered transmission systems. These transmission systems are key components for material handling machinery assembly.
The Business Combination was accounted for as a reverse recapitalization (the “Recapitalization Transaction”) in accordance with Accounting Standard Codification (“ASC”) 805, Business Combinations.
The Business Combination was documented as a reverse merger effected by the Share Exchange Agreement, where Zhongchai Holding is considered the acquirer for accounting and financial reporting purposes. 5 The Business Combination was documented as a reverse recapitalization (the “Recapitalization Transaction”) in accordance with Accounting Standard Codification (“ASC”) 805, Business Combinations.
In addition, Greenland is a provider of high tech sustainable heavy machineries including all-electric construction machinery and related charging accessories. 4 Transmission products for material handling machineries Transmission Systems. For 15 years, Greenland, along with its subsidiaries, specializes in designing, developing, and manufacturing a wide range of transmission systems for material handling machineries, in particular forklift trucks.
Transmission products for material handling machinery Transmission Systems. For 15 years, Greenland, along with its subsidiaries, specializes in designing, developing, and manufacturing a wide range of transmission systems for material handling machinery, in particular forklift trucks. The range of the transmission systems covers machinery from one ton to 18 tons. Most transmission systems contain auto transmission features.
ITEM 1. BUSINESS General Greenland Technologies Holding Corporation (the “Company” or “Greenland”) designs, develops, manufactures and sells components and products for the global material handling industries.
ITEM 1. BUSINESS General Greenland Technologies Holding Corporation (the “Company” or “Greenland”) designs, develops, manufactures and sells components and products for the global material handling industries. Through its subsidiaries in the PRC, Greenland offers transmission products, which are key components for forklift trucks used in manufacturing and logistic applications, such as factories, workshops, warehouses, fulfilment centers, shipyards, and seaports.
In August 2022, Greenland launched a 54,000 square foot industrial electric vehicle assembly site in Baltimore, Maryland to support local services, assembly and distribution of its electric industrial heavy equipment products line. In July 2024, HEVI announced a partnership with Lonking Holdings Limited to develop and distribute heavy electric machinery and related technology specialized for the U.S. market.
In addition, in April 2023, HEVI introduced a line of mobile DC battery chargers that support DC powered EV applications in the North America market. In July 2024, HEVI announced a partnership with Lonking Holdings Limited to develop and distribute heavy electric machinery and related technology specialized for the U.S. market.
As a result, the Seller became the controlling shareholder of Greenland, and Zhongchai Holding became a directly and wholly owned subsidiary of Greenland. The Business Combination was accounted for as a reverse merger effected by the Share Exchange Agreement, where Zhongchai Holding is considered the acquirer for accounting and financial reporting purposes.
As a result, the Seller became the controlling shareholder of Greenland, and Zhongchai Holding became a directly and wholly owned subsidiary of Greenland.
Greenland’s electric industrial heavy equipment is manufactured and assembled in its 54,000 square foot industrial electric vehicle assembly site in Baltimore, Maryland. Inventory and Warehousing Greenland undertakes inventory control in order to reduce the risks of under and over-stocking. On average, Greenland typically maintains a 30-day stock piles for production needs.
At the end of the inspection process and prior to shipment to our warehouses for storage and distribution, the finished products are coated and painted. 13 Inventory and Warehousing Greenland undertakes inventory control in order to reduce the risks of under and over-stocking. On average, Greenland typically maintains a 30-day stock piles for production needs.
Despite these precautions, it may be possible for third parties to infringe our Company’s intellectual property rights. Patents As of December 31, 2024, Greenland held 141 registered patents with the PRC National Intellectual Property Administration (“CNIPA”), 124 of which are utility patents and 17 of which are invention patents. These patents relate to the manufacturing of products.
Patents As of December 31, 2025, Greenland held 109 registered patents with the PRC National Intellectual Property Administration (“CNIPA”), 82 of which are utility patents and 21 of which are invention patents and six (6) of which are design patents.
Electric Industrial Heavy Equipment GEL-5000 Electric Wheel Loader Offering all-electric clean and sustainable alternatives to traditional heavy-emission systems in the industrial heavy equipment industry, HEVI sells equipment that produce no operating emissions and reduced noise pollution while offering the strength and power for many applications.
Prior to 2025, HEVI had been selling equipment that produce no operating emissions and reduced noise pollution while offering the strength and power for many applications. HEVI’s first product line includes the GEL-5000 and GEL-1800 electric wheeled front loader, the GEX-8000 electric excavator and the GEF-series of electric lithium forklifts.
The unit purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expired on July 24, 2023. On February 18, 2021, Chardan exercised its option to purchase 120,000 units.
The unit purchase option expired on July 24, 2023 and the remaining 120,000 units lapsed.
Greenland is in the process of adding more integrated powertrain products for electric forklift truck OEMs with different sizes.
Greenland is in the process of adding more integrated powertrain products for electric forklift truck OEMs with different sizes. 3 Electric Industrial Heavy Equipment GEL-5000 Electric Wheel Loader Substantially all of HEVI’s business operations have been suspended since 2025 due to uncertainty regarding tariff policy. HEVI intends to resume operations once the policy environment stabilizes.
Under the VAT Regulations and its implementation regulations, value added tax, or the VAT, is imposed on the sales of goods and provision of processing, repair and replacement services within the PRC and the importation of goods into the PRC.
Value Added Tax Under the Value-added Tax Law of the PRC and its Implementation Regulations, both effective from January 1, 2026, VAT is levied on a wide range of activities within China.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAdditionally, any inability of the PCAOB to conduct inspections deprives our investors with the benefits of such inspections.” Risks Related to Our Ordinary Shares For more detailed discussions of the following risks, see “Risk Factors—Risks Related to Our Ordinary Shares” on pages 34 through 35. ● Future sales of our ordinary shares, whether by us or our shareholders, could cause the price of our ordinary shares to decline; ● Because we do not expect to pay dividends in the foreseeable future, you must rely on the price appreciation of our ordinary shares for return on your investment; and ● Techniques employed by short sellers may drive down the market price of our ordinary shares.
Biggest changeAdditionally, any inability of the PCAOB to conduct inspections deprives our investors with the benefits of such inspections.” 25 Risks Related to Our Class A Ordinary Shares For more detailed discussions of the following risks, see “Risk Factors—Risks Related to Our Class A Ordinary Shares” on pages 43 through 47.
See “Risk Factors—Risks Related to Doing Business in China—The PRC government exerts substantial influence over the manner in which we must conduct our business activities.
See “Risk Factors—Risks Related to Doing Business in China—The PRC government exerts substantial influence over the manner in which we must conduct our business activities.
If our these entities incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Our cash dividends, if any, will be paid in U.S. dollars.
If these entities incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Our cash dividends, if any, will be paid in U.S. dollars.
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.” and “Risk Factors—Risks Related to Doing Business in China—We 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”; 20 ● 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; ● You may have difficulty enforcing judgments against us; ● Under the PRC Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of China.
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.” and “Risk Factors—Risks Related to Doing Business in China—We 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”; ● 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; ● You may have difficulty enforcing judgments against us; ● Under the PRC Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of China.
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 ordinary shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.
In addition, 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.
Pursuant to the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act 2023, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our Ordinary Shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
Pursuant to the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act 2023, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our Class A ordinary shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
Finally, it is possible that future guidance issued with respect to the new “resident enterprise” classification could result in a situation in which the dividends we pay with respect to our ordinary shares, or the gain our non-PRC shareholders may realize from the transfer of our ordinary shares, may be treated as PRC-sourced income and may therefore be subject to a 10% PRC withholding tax.
Finally, it is possible that future guidance issued with respect to the new “resident enterprise” classification could 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 may 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% PRC withholding tax.
If we are required under the PRC EIT Law to withhold PRC income tax on dividends payable to our non-PRC shareholders, should there be a determination in the future to pay dividends, or if non-PRC shareholders are required to pay PRC income tax on gains on the transfer of their ordinary shares, our business could be negatively impacted and the value of your investment may be materially reduced.
If we are required under the PRC EIT Law to withhold PRC income tax on dividends payable to our non-PRC shareholders, should there be a determination in the future to pay dividends, or if non-PRC shareholders are required to pay PRC income tax on gains on the transfer of their Class A ordinary shares, our business could be negatively impacted and the value of your investment may be materially reduced.
Accordingly, unless and until our subsidiaries diversify and expand their customer base, our future success will significantly depend upon the timing and volume of business from our subsidiaries’ largest customers and the financial and operational success of these customers. As our subsidiaries expand their operations, they may need to establish a more diverse supplier network for raw materials.
Accordingly, unless and until our subsidiaries diversify and expand their customer base, our future success will significantly depend upon the timing and volume of business from our subsidiaries’ largest customers and the financial and operational success of these customers. 27 As our subsidiaries expand their operations, they may need to establish a more diverse supplier network for raw materials.
As of the date of this Report, our PRC subsidiaries have not been ordered to pay outstanding contributions or related penalties. 24 If labor costs in the PRC increase substantially, our PRC subsidiaries’ business and our costs of operations may be adversely affected. In recent years, the Chinese economy has experienced inflation and labor cost increases.
As of the date of this Report, our PRC subsidiaries have not been ordered to pay outstanding contributions or related penalties. If labor costs in the PRC increase substantially, our PRC subsidiaries’ business and our costs of operations may be adversely affected. In recent years, the Chinese economy has experienced inflation and labor cost increases.
According to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security. In December 2021, the CAC and other related authorities promulgated the revised Cybersecurity Review Measures, which came into effect on February 15, 2022.
According to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security. 37 In December 2021, the CAC and other related authorities promulgated the revised Cybersecurity Review Measures, which came into effect on February 15, 2022.
A prohibition of being able to trade in the United States would substantially impair or completely hinder your ability to sell or purchase our ordinary shares when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our ordinary shares or render them worthless.
A prohibition of being able to trade in the United States would substantially impair or completely hinder your ability to sell or purchase our Class A ordinary shares when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our Class A ordinary shares or render them worthless.
A protracted conflict between Ukraine and Russia or between Israel and Hamas, any escalation of either conflict, and the wider global economy and market conditions could, in turn, have a material adverse impact on our business, financial condition, cash flows and results of operations and could cause the market value of our ordinary shares to decline.
A protracted conflict between Ukraine and Russia or between Israel and Hamas, any escalation of either conflict, and the wider global economy and market conditions could, in turn, have a material adverse impact on our business, financial condition, cash flows and results of operations and could cause the market value of our Class A ordinary shares to decline.
Because we do not expect to pay dividends in the foreseeable future, you must rely on the price appreciation of our ordinary shares for a return on your investment. We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business.
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 a return on your investment. We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business.
If PRC income tax is imposed on gains realized through the transfer of our ordinary shares or on dividends paid to our non-resident investors, should there be a determination in the future to pay dividends, the value of your investment in our ordinary shares may be materially and adversely affected.
If PRC income tax is imposed on gains realized through the transfer of our Class A ordinary shares or on dividends paid to our non-resident investors, should there be a determination in the future to pay dividends, the value of your investment in our Class A ordinary shares may be materially and adversely affected.
This volatility can significantly affect the availability and cost of raw materials. 23 Our subsidiaries’ suppliers, like many other processed metal parts and components manufacturers, maintain substantial inventories of steel to accommodate the short lead times and just-in-time delivery requirements of customers.
This volatility can significantly affect the availability and cost of raw materials. Our subsidiaries’ suppliers, like many other processed metal parts and components manufacturers, maintain substantial inventories of steel to accommodate the short lead times and just-in-time delivery requirements of customers.
However, our PRC subsidiaries have limited insurance coverage for their operations in China, and our PRC subsidiaries are therefore exposed to risks associated with product liability claims against our PRC subsidiaries or otherwise against their operations in the PRC in the event that the use of our PRC subsidiaries’ products results in property damage or personal injury.
Our PRC subsidiaries have limited insurance coverage for their operations in China, and our PRC subsidiaries are therefore exposed to risks associated with product liability claims against our PRC subsidiaries or otherwise against their operations in the PRC in the event that the use of our PRC subsidiaries’ products results in property damage or personal injury.
As a result, our liquidity and our ability to fund and expand our business may be negatively affected. 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.
As a result, our liquidity and our ability to fund and expand our business may be negatively affected. 40 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.
To the extent our subsidiaries are unable to pass on future price increases in raw materials to their customers, the revenues and profitability of our business could be adversely affected. We are subject to various risks and uncertainties that might affect our subsidiaries’ ability to procure raw materials .
To the extent our subsidiaries are unable to pass on future price increases in raw materials to their customers, the revenues and profitability of our business could be adversely affected. 29 We are subject to various risks and uncertainties that might affect our subsidiaries’ ability to procure raw materials .
If any future actions of the PRC government result in a material change in our operations, and the value of our ordinary shares may depreciate significantly or become worthless. The PRC government exerts substantial influence over the manner in which our PRC subsidiaries must conduct their business activities.
If any future actions of the PRC government result in a material change in our operations, and the value of our Class A ordinary shares may depreciate significantly or become worthless. The PRC government exerts substantial influence over the manner in which our PRC subsidiaries must conduct their business activities.
Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us.
Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our Class A ordinary shares or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us.
You should carefully consider all of the information in this Report before making an investment in the ordinary shares. The following list summarizes some, but not all, of these risks. Please read the information in this section for a more thorough description of these and other risks.
You should carefully consider all of the information in this Report before making an investment in the Class A ordinary shares. The following list summarizes some, but not all, of these risks. Please read the information in this section for a more thorough description of these and other risks.
Therefore, as of the date of this Report, we and our PRC subsidiaries have not applied for any permission or approval from any PRC governmental authority in connection with our offshore listing or offering and, as such, no such permission or approval has been granted or denied.
Therefore, as of the date of this Report, we and our PRC subsidiaries have not applied for any permission or approval from any PRC governmental authority in connection with our offshore listing and, as such, no such permission or approval has been granted or denied.
Securities analysts may not cover our ordinary shares and this may have a negative impact on the market price of our ordinary shares. The trading market for our ordinary shares will depend, in part, on the research and reports that securities or industry analysts publish about us or our business.
Securities analysts may not cover our Class A ordinary shares and this may have a negative impact on the market price of our Class A ordinary shares. The trading market for our Class A ordinary shares will depend, in part, on the research and reports that securities or industry analysts publish about us or our business.
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 ordinary shares may significantly decrease” and “Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us and our PRC subsidiaries”; ● 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.
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” and “Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us and our PRC subsidiaries”; ● 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.
Failure to meet delivery deadlines could result in the loss of customers and damage to our reputation and goodwill; ● Our subsidiaries face intense competition, and if we are unable to compete effectively, we may not be able to maintain profitability; 19 ● Our revenues are highly dependent on a limited number of customers and the loss of any one of our subsidiaries’ major customers could materially and adversely affect our growth and revenues; ● As our subsidiaries expand their operations, they may need to establish a more diverse supplier network for raw materials.
Failure to meet delivery deadlines could result in the loss of customers and damage to our reputation and goodwill; ● Our subsidiaries face intense competition, and if we are unable to compete effectively, we may not be able to maintain profitability; ● Our revenues are highly dependent on a limited number of customers and the loss of any one of our subsidiaries’ major customers could materially and adversely affect our growth and revenues; 23 ● As our subsidiaries expand their operations, they may need to establish a more diverse supplier network for raw materials.
Relevant mainland PRC laws and regulations permit the companies in mainland China to pay dividends only out of their respective retained earnings, if any, as determined in accordance with mainland China accounting standards and regulations.
Relevant mainland PRC laws and regulations permit companies in mainland China to pay dividends only out of their respective retained earnings, if any, as determined in accordance with mainland China accounting standards and regulations.
PRC regulators, including the CAC, the Ministry of Industry and Information Technology, and the Ministry of Public Security, have been increasingly focused on regulation in data security and data protection. 30 The PRC regulatory requirements regarding cybersecurity are evolving.
PRC regulators, including the CAC, the Ministry of Industry and Information Technology, and the Ministry of Public Security, have been increasingly focused on regulation in data security and data protection. The PRC regulatory requirements regarding cybersecurity are evolving.
You may not realize a return on your investment in our ordinary shares and you may even lose your entire investment in our ordinary shares. Techniques employed by short sellers may drive down the market price of our ordinary shares.
You may not realize a return on your investment in our Class A ordinary shares and you may even lose your entire investment in our Class A ordinary shares. Techniques employed by short sellers may drive down the market price of our Class A ordinary shares.
To protect our parents, trademarks and other proprietary rights, we reply on and expect to continue to rely on a combination of physical and electronic security measures and trademark, patent and trade secret protection laws.
To protect our parents, trademarks and other proprietary rights, we rely on and expect to continue to rely on a combination of physical and electronic security measures and trademark, patent and trade secret protection laws.
Summary of Risk Factors An investment in our ordinary shares is subject to a number of risks, including risks related to our business and industry, risks related to our corporate structure, risks related to doing business in China and risks related to our ordinary shares.
Summary of Risk Factors An investment in our Class A ordinary shares is subject to a number of risks, including risks related to our business and industry, risks related to our corporate structure, risks related to doing business in China and risks related to our Class A ordinary shares.
If the accounts receivable cannot be collected in time, or at all, a significant amount of expected credit losses will occur, and our business, financial condition and results of operation will likely be materially and adversely affected. 21 Our subsidiaries face short lead-times for delivery of products to customers.
If the accounts receivable cannot be collected in time, or at all, a significant amount of expected credit losses will occur, and our business, financial condition and results of operation will likely be materially and adversely affected. 26 Our subsidiaries face short lead-times for delivery of products to customers.
Many of the companies with which we and our subsidiaries compete for experienced employees have greater resources than we and our subsidiaries have and may be able to offer more attractive terms of employment. 25 In addition, we and our subsidiaries invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them.
Many of the companies with which we and our subsidiaries compete for experienced employees have greater resources than we and our subsidiaries have and may be able to offer more attractive terms of employment. 31 In addition, we and our subsidiaries invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them.
Risks Related to Doing Business in China For more detailed discussions of the following risks, see “Risk Factors—Risks Related to Doing Business in China” on pages 27 through 35. ● Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations; ● 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.
Risks Related to Doing Business in China For more detailed discussions of the following risks, see “Risk Factors—Risks Related to Doing Business in China” on pages 33 through 43. ● Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations; ● 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.
We do not have any control over independent analysts (provided that we have engaged various non-independent analysts). We do not currently have and may never obtain research coverage by independent securities and industry analysts. If no independent securities or industry analysts commence coverage of us, the trading price for our ordinary shares would be negatively impacted.
We do not have any control over independent analysts (provided that we have engaged various non-independent analysts). We do not currently have and may never obtain research coverage by independent securities and industry analysts. If no independent securities or industry analysts commence coverage of us, the trading price for our Class A ordinary shares would be negatively impacted.
In addition, the issuance and sale by us of additional ordinary shares, or securities convertible into or exercisable for our ordinary shares, or the perception that we will issue such securities, could reduce the trading price for our ordinary shares as well as make future sales of equity securities by us less attractive or not feasible.
In addition, the issuance and sale by us of additional Class A ordinary shares, or securities convertible into or exercisable for our Class A ordinary shares, or the perception that we will issue such securities, could reduce the trading price for our Class A ordinary shares as well as make future sales of equity securities by us less attractive or not feasible.
If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our ordinary shares could decrease and we could lose visibility in the financial markets, which could cause the price and trading volume of our ordinary shares to decline.
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 shares could decrease and we could lose visibility in the financial markets, which could cause the price and trading volume of our Class A ordinary shares to decline.
If we obtain independent securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our ordinary shares, changes their opinion of our shares or publishes inaccurate or unfavorable research about our business, the price of our ordinary shares would likely decline.
If we obtain independent securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our Class A ordinary shares, changes their opinion of our shares or publishes inaccurate or unfavorable research about our business, the price of our Class A ordinary shares would likely decline.
See “Risk Factors—Risks Related to Doing Business in China—Our 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.
See “Risk Factors—Risks Related to Doing Business in China—Our Class A ordinary shares may be delisted and prohibited from being traded under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors.
Accordingly, the return on your investment in our ordinary shares will likely depend entirely upon any future price appreciation of our ordinary shares. There is no guarantee that our ordinary shares will appreciate in value or even maintain the price at which you purchased the ordinary shares.
Accordingly, the return on your investment in our Class A ordinary shares will likely depend entirely upon any future price appreciation of our Class A ordinary shares. There is no guarantee that our Class A ordinary shares will appreciate in value or even maintain the price at which you purchased the Class A ordinary shares.
If the Chinese government significantly regulates the business operations of our PRC subsidiaries in the future and our PRC subsidiaries are not able to substantially comply with such regulations, the business operations of our PRC subsidiaries may be materially and adversely affected and the value of our ordinary shares may significantly decrease.
If the Chinese government significantly regulates the business operations of our PRC subsidiaries in the future and our PRC subsidiaries are not able to substantially comply with such regulations, the business operations of our PRC subsidiaries may be materially and adversely affected and the value of our Class A ordinary shares may significantly decrease.
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 ordinary shares may significantly decrease”; ● 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.
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”; 24 ● 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.
In addition, our non-PRC shareholders may be subject to PRC tax on gains realized on the sale or other disposition of our ordinary shares, if such income is treated as sourced from within China.
In addition, our non-PRC shareholders may be subject to PRC tax on gains realized on the sale or other disposition of our Class A ordinary shares, if such income is treated as sourced from within China.
As a result of the above, to the extent cash in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, such funds or assets may not be available to fund operations or for other use outside of the PRC/Hong Kong, due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the competent government to the transfer of cash.
As a result of the above, to the extent cash in the 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 operations or for other use outside of the mainland China/Hong Kong, due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the competent government to the transfer of cash.
Risks Related to Our Business and Industry For more detailed discussions of the following risks, see “Risk Factors—Risks Related to our Business and Industry” on pages 21 through 27. ● Our subsidiaries’ business operations are cash intensive, and our subsidiaries’ business could be adversely affected if we fail to maintain sufficient levels of liquidity and working capital; ● We grant relatively long payment terms for accounts receivable which can adversely affect our cash flow; ● Our subsidiaries face short lead-times for delivery of products to customers.
Risks Related to Our Business and Industry For more detailed discussions of the following risks, see “Risk Factors—Risks Related to our Business and Industry” on pages 26 through 33. ● Our subsidiaries’ business operations are cash intensive, and our subsidiaries’ business could be adversely affected if we fail to maintain sufficient levels of liquidity and working capital; ● We grant relatively long payment terms for accounts receivable which can adversely affect our cash flow; ● Our subsidiaries face short lead-times for delivery of products to customers.
U.S. and global markets are experiencing volatility and disruption as a result of the outbreak or escalation of wards including Russia’s launch of a full-scale military invasion of Ukraine, conflicts between Israel and Hamas.
U.S. and global markets are experiencing volatility and disruption as a result of the outbreak or escalation of wars including Russia’s launch of a full-scale military invasion of Ukraine, conflicts between Israel and Hamas.
Such a situation could be costly and time- consuming and could distract our management from growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business operations and shareholder’s equity, and the value of any investment in our ordinary shares could be greatly reduced or rendered worthless. ITEM 1B.
Such a situation could be costly and time- consuming and could distract our management from growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business operations and shareholder’s equity, and the value of any investment in our Class A ordinary shares could be greatly reduced or rendered worthless.
Further, an inactive market may also impair our ability to raise capital by selling ordinary shares, or may impair our ability to enter into strategic partnerships or acquire companies or products by using our ordinary shares as consideration.
Further, an inactive market may also impair our ability to raise capital by selling Class A ordinary shares, or may impair our ability to enter into strategic partnerships or acquire companies or products by using our Class A ordinary shares as consideration.
On June 10, 2021, the Standing Committee of the National People’s Congress of China, or the SCNPC, promulgated the PRC Data Security Law, which took effect in September 2021.
On June 10, 2021, the Standing Committee of the National People’s Congress of China promulgated the PRC Data Security Law, which took effect in September 2021.
You may be subject to PRC income tax on dividends from us or on any gain realized on the transfer of our ordinary shares.
You may be subject to PRC income tax on dividends from us or on any gain realized on the transfer of our Class A ordinary shares.
The sale of ordinary shares issued upon the exercise of our outstanding warrants could further dilute the holdings of our then existing shareholders.
The sale of Class A ordinary shares issued upon the exercise of our outstanding warrants could further dilute the holdings of our then existing shareholders.
Our revenues are highly dependent on a limited number of customers and the loss of any one of our subsidiaries’ major customers could materially and adversely affect our growth and revenues. During the fiscal years ended December 31, 2024 and 2023, our subsidiaries’ five largest customers contributed 40.60% and 45.06% of our revenues, respectively.
Our revenues are highly dependent on a limited number of customers and the loss of any one of our subsidiaries’ major customers could materially and adversely affect our growth and revenues. During the fiscal years ended December 31, 2025 and 2024, our subsidiaries’ five largest customers contributed 40.32% and 40.60% of our revenues, respectively.
The delisting and the cessation of trading of our ordinary shares, or the treat of their being delisted and prohibited from being traded, may materially and adversely affect the value of your investment.
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.
In addition, some of our directors and officers are nationals or residents of the PRC, including our chief financial officer, Mr. Jing Jin, and independent directors, Mr. Ming Zhao and Mr. Zheng He, and a substantial majority of their assets are located outside the United States.
In addition, some of our directors and officers are nationals or residents of the PRC, including our acting chief financial officer, Ms. Chenyang Wang, and independent directors, Mr. Ming Zhao and Mr. Zheng He, and a substantial majority of their assets are located outside the United States.
Our current auditor, Enrome LLP, is headquartered in Singapore and subject to inspect by the PCAOB.
Enrome LLP is headquartered in Singapore and subject to inspect by the PCAOB.
Risks Related to our Business and Industry Our subsidiaries’ business operations are cash intensive, and our subsidiaries’ business could be adversely affected if we fail to maintain sufficient levels of liquidity and working capital. As of December 31, 2024, we had approximately $29.08 million of cash and cash equivalents.
Risks Related to our Business and Industry Our subsidiaries’ business operations are cash intensive, and our subsidiaries’ business could be adversely affected if we fail to maintain sufficient levels of liquidity and working capital. As of December 31, 2024 and 2025, we had approximately $8.61 million and $7.85 million of cash and cash equivalents, respectively.
According to the Notice on Filing Management Arrangements for Overseas Listings of Domestic Enterprises issued and implemented by the CSRC on February 17, 2023, since the date of effectiveness of the Trial Measures, the domestic enterprises falling within the scope of filing that have been listed overseas or met the following circumstances are existing enterprises: Before the effectiveness of the Trial Measures, the application for indirect overseas issuance and listing has been agreed by the overseas regulators or overseas stock exchanges (such as having passed the hearing on the Hong Kong market or registration become effective as agreed on the U.S. market, etc.), and it is not required to perform issuance and listing supervision procedures of the overseas regulators or overseas stock exchanges (such as rehearing on the Hong Kong market, etc.), and the overseas issuance and listing shall have been completed by September 30, 2023.
The Trial Measures changes the management of licensing to record management, strengthen the supervision in the aftermath, create a more transparent and predictable institutional environment, and support the standardized development of enterprises using the overseas capital market. 35 According to the Notice on Filing Management Arrangements for Overseas Listings of Domestic Enterprises issued and implemented by the CSRC on February 17, 2023, since the date of effectiveness of the Trial Measures, the domestic enterprises falling within the scope of filing that have been listed overseas or met the following circumstances are existing enterprises: Before the effectiveness of the Trial Measures, the application for indirect overseas issuance and listing has been agreed by the overseas regulators or overseas stock exchanges (such as having passed the hearing on the Hong Kong market or registration become effective as agreed on the U.S. market, etc.), and it is not required to perform issuance and listing supervision procedures of the overseas regulators or overseas stock exchanges (such as rehearing on the Hong Kong market, etc.), and the overseas issuance and listing shall have been completed by September 30, 2023.
We do not know whether a market for the ordinary shares will be sustained or what the trading price of the ordinary shares will be and as a result it may be difficult for you to sell your ordinary shares. Although our ordinary shares trade on Nasdaq, an active trading market for the ordinary shares may not be sustained.
We do not know whether a market for the Class 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 for you to sell your Class A ordinary shares.
Additionally, we cannot assure you whether the national securities exchange we are listed on or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach, or experience as it relates to our audit. 35 Risks Related to Our Ordinary Shares Future sales of our ordinary shares, whether by us or our shareholders, could cause the price of our ordinary shares to decline.
Additionally, we cannot assure you whether the national securities exchange we are listed on or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach, or experience as it relates to our audit.
For the years ended December 31, 2024 and 2023, Greenland’s single largest customer, Hangcha Group, accounted for 14.19% and 14.98%, respectively, of Greenland’s total revenue, and Greenland’s second largest customer, Longgong Forklift Truck, accounted for 11.94% and 11.75%, respectively, of Greenland’s total revenue.
For the years ended December 31, 2025 and 2024, Greenland’s single largest customer, Hangcha Group, accounted for 15.07% and 14.19%, respectively, of Greenland’s total revenue, and Greenland’s second largest customer, Longgong Forklift Truck, accounted for 10.05% and 11.94%, respectively, of Greenland’s total revenue.
As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our ordinary shares as a source for any future dividend income. 36 Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of British Virgin Islands law.
Therefore, you should not rely on an investment in our Class A ordinary shares as a source for any future dividend income. 45 Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of British Virgin Islands law.
If such approval is withheld or the PRC government imposes other restrictions on the convertibility of Renminbi into foreign currencies, we may not be able to utilize our revenues effectively, and as a result, our business and results of operations may be materially adversely affected, and the value of our ordinary shares may decrease. 34 U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China.
If such approval is withheld or the PRC government imposes other restrictions on the convertibility of Renminbi into foreign currencies, we may not be able to utilize our revenues effectively, and as a result, our business and results of operations may be materially adversely affected, and the value of our Class A ordinary shares may decrease.
If our existing shareholders sell, or indicate an intent to sell, substantial amounts of our ordinary shares in the public market, the trading price of our ordinary shares could decline significantly. Similarly, the perception in the public market that our shareholders might sell our ordinary shares could also depress the market price of our shares.
If our existing shareholders sell, or indicate an intent to sell, substantial amounts of our Class A ordinary shares in the public market, the trading price of our Class A ordinary shares could decline significantly.
In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates basic principles of PRC law or national sovereignty, security, or the public interest.
In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates basic principles of PRC law or national sovereignty, security, or the public interest. 39 Under the PRC Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of China.
Under the PRC EIT Law, an enterprise established outside of China with “de facto management bodies” within China is considered a “resident enterprise,” meaning that it can be subject to an enterprise income tax, or EIT, rate of 25.0% on its global income.
Any classification as such will likely result in unfavorable tax consequences to us and our non-PRC shareholders. Under the PRC EIT Law, an enterprise established outside of China with “de facto management bodies” within China is considered a “resident enterprise,” meaning that it can be subject to an enterprise income tax, or EIT, rate of 25.0% on its global income.
Inflation may also affect our ability to enter into future traditional debt financing, as high inflation may result in an increase in cost. 26 The outcome of litigation, inquiries, investigations, examinations, or other legal proceedings in which we are involved, in which we may become involved, or in which our clients or competitors are involved could distract management, increase our expenses, or subject us to significant monetary damages or restrictions on our ability to do business.
The outcome of litigation, inquiries, investigations, examinations, or other legal proceedings in which we are involved, in which we may become involved, or in which our clients or competitors are involved could distract management, increase our expenses, or subject us to significant monetary damages or restrictions on our ability to do business.
Although Circular 82 and Bulletin 45 explicitly provide that the above standards apply to enterprises that are registered outside China and controlled by PRC enterprises or PRC enterprise groups, Circular 82 may reflect the SAT’s criteria for determining the tax residence of foreign enterprises in general. 32 If the PRC tax authorities determine that we are a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow.
Although Circular 82 and Bulletin 45 explicitly provide that the above standards apply to enterprises that are registered outside China and controlled by PRC enterprises or PRC enterprise groups, Circular 82 may reflect the SAT’s criteria for determining the tax residence of foreign enterprises in general.
Accordingly, government actions in the future, including regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.
Accordingly, government actions in the future, including regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties. 34 We believe that our PRC subsidiaries’ operations in China are in material compliance with all applicable legal and regulatory requirements.
First, 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 tax reporting obligations. In our case, this would mean that income such as non-China source income would be subject to PRC enterprise income tax at a rate of 25%.
In our case, this would mean that income such as non-China source income would be subject to PRC enterprise income tax at a rate of 25%.
Any such allegations may be followed by periods of instability in the market price of our ordinary shares and negative publicity. If and when we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could be required to expend a significant amount of resources to investigate such allegations and/or defend ourselves.
If and when we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could be required to expend a significant amount of resources to investigate such allegations and/or defend ourselves.
If these efforts are not successful, our results of operations may be materially and adversely affected; ● New lines of business, including the production and sale of electric industrial heavy equipment, may subject us and our subsidiaries to additional risks; ● Volatile steel prices can cause significant fluctuations in our operating results.
If these efforts are not successful, our results of operations may be materially and adversely affected; ● New lines of business, including the production and sale of electric industrial heavy equipment, may subject us and our subsidiaries to additional risks; ● 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; ● Volatile steel prices can cause significant fluctuations in our operating results.
Our PRC subsidiaries have limited insurance coverage for their operations in China and may incur losses resulting from product liability claims, business interruption or natural disasters. HEVI, an operating subsidiary of ours in the U.S., maintains commercial general liability insurance for its business operations.
Our PRC subsidiaries have limited insurance coverage for their operations in China and may incur losses resulting from product liability claims, business interruption or natural disasters.
As such, any natural disaster or man-made disaster could result in substantial losses and diversion of our subsidiaries’ resources to address the effects of such an occurrence, which could materially and adversely affect our subsidiaries’ business and our financial condition and results of operations.
As such, any natural disaster or man-made disaster could result in substantial losses and diversion of our subsidiaries’ resources to address the effects of such an occurrence, which could materially and adversely affect our subsidiaries’ business and our financial condition and results of operations. 30 Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties.
Accordingly, without governmental approval in China, no entity or individual in China may provide documents and information relating to securities business activities to overseas regulators when it is under direct investigation or evidence discovery conducted by overseas regulators, which could present significant legal and other obstacles to obtaining information needed for investigations and litigation conducted outside of China.
Accordingly, without governmental approval in China, no entity or individual in China may provide documents and information relating to securities business activities to overseas regulators when it is under direct investigation or evidence discovery conducted by overseas regulators, which could present significant legal and other obstacles to obtaining information needed for investigations and litigation conducted outside of China. 42 Our Class A ordinary shares may be delisted and prohibited from being traded under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors.
A decline in the price of our ordinary shares might impede our ability to raise capital through the issuance of additional ordinary shares or other equity securities.
Similarly, the perception in the public market that our shareholders might sell our Class A ordinary shares could also depress the market price of our shares. A decline in the price of our Class A ordinary shares might impede our ability to raise capital through the issuance of additional Class A ordinary shares or other equity securities.
It may be difficult for you to sell your ordinary shares without depressing the market price for the ordinary shares. As a result of these and other factors, you may not be able to sell your ordinary shares.
As a result of these and other factors, you may not be able to sell your Class A ordinary shares.
Any interruptions to, or decline in, the amount or quality of our subsidiaries’ raw materials supply could materially disrupt our subsidiaries’ production and adversely affect our subsidiaries’ business and our financial condition and financial prospects. 22 To remain competitive, our subsidiaries have introduced new lines of business, including the production and sale of electric industrial heavy equipment.
Any interruptions to, or decline in, the amount or quality of our subsidiaries’ raw materials supply could materially disrupt our subsidiaries’ production and adversely affect our subsidiaries’ business and our financial condition and financial prospects.
In the event that our PRC subsidiaries are not able to substantially comply with any existing or newly adopted laws and regulations, our business operations may be materially adversely affected and the value of our ordinary shares may significantly decrease. 28 Furthermore, the PRC government authorities may strengthen oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers like us.
In the event that our PRC subsidiaries are not able to substantially comply with any existing or newly adopted laws and regulations, our business operations may be materially adversely affected and the value of our Class A ordinary shares may significantly decrease.
However, if it fails to comply with the Trial Measures during future issuance of securities or listing on other stock exchanges outside of China, we may be subjected sanctions imposed by the PRC regulatory authorities, and our reputation, financial condition, and results of operations may be materially and adversely affected. 29 To the extent cash in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of our Company or our subsidiaries by the PRC government to transfer cash.
However, if it fails to comply with the Trial Measures during future issuance of securities or listing on other stock exchanges outside of China, we may be subjected sanctions imposed by the PRC regulatory authorities, and our reputation, financial condition, and results of operations may be materially and adversely affected.
The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data an information. 31 As of the date of this Report, we do not expect that the current PRC laws on cybersecurity or data security would have a material adverse impact on our business operations.
As of the date of this Report, we do not expect that the current PRC laws on cybersecurity or data security would have a material adverse impact on our business operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Audit Committee regularly reviews and discusses with management the strategies, processes, procedures and controls pertaining to the management of our information technology operations, including cyber risks and cybersecurity. The Audit Committee regularly and management the strategies continuously analyzes cybersecurity and resiliency risks to our business, considers industry trends and implements controls, as appropriate, to mitigate these risks. 37
Biggest changeThe Audit Committee regularly reviews with management the strategies and continuously analyzes cybersecurity and resiliency risks to our business, considers industry trends and implements controls, as appropriate, to mitigate these risks. 47
Added
The Audit Committee regularly reviews and discusses with management the strategies, processes, procedures and controls pertaining to the management of our information technology operations, including cyber risks and cybersecurity.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeProperties Leased by us As of December 31, 2024, Greenland leased an office space with an aggregate floor area of approximately 1,440 square feet in New Jersey and a monthly rent of $2,910.
Biggest changeProperty Leased by us As of December 31, 2025, Greenland leased an office space with an aggregate floor area of approximately 1,440 square feet in New Jersey and a monthly rent of $2,910. The Company believes that the properties we currently own and lease for our business operations are adequate to meet our needs for the foreseeable future.
ITEM 2. PROPERTIES The address of our principal executive offices and corporate offices is 50 Millstone Road, Building 400, Suite 130, East Windsor, NJ 08512, USA. Our office in China is located at 11-F, Building #12, Sunking Plaza, Gaojiao Road, Hangzhou, Zhejiang Province, China, 311122. Our manufacturing and R&D facilities are all located in Xinchang County, Zhejiang Province, China.
ITEM 2. PROPERTIES The address of our principal executive offices and corporate offices is 50 Millstone Road, Building 400, Suite 130, East Windsor, NJ 08512. Our office in China is located at 11-F, Building #12, Sunking Plaza, Gaojiao Road, Hangzhou, Zhejiang Province, China, 311122. Our manufacturing and R&D facilities are all located in Xinchang County, Zhejiang Province, China.
Properties Owned by us As of December 31, 2024, Greenland held land use rights of four parcels of land with an aggregate site area of approximately 81,171 square meters, located in Xinchang County, Zhejiang Province, PRC. The terms of these land use rights are due to expire on November 14, 2062.
Properties Owned by us As of December 31, 2025, Greenland held land use rights of four parcels of land with an aggregate site area of approximately 81,171 square meters, located in Xinchang County, Zhejiang Province, PRC. The terms of these land use rights are due to expire on November 14, 2062.
As of December 31, 2024, Greenland held three building ownership certificates for three buildings with an aggregate gross floor area of approximately 44,751 square meters. These properties are primarily used for production and office purposes.
As of December 31, 2025, Greenland held three building ownership certificates for three buildings with an aggregate gross floor area of approximately 44,751 square meters. These properties are primarily used for production and office purposes.
Removed
As of December 31, 2024, Greenland leased an assembly space with an aggregate floor area of approximately 54,121 square feet in Maryland and a monthly rent of $48,292. Greenland will continue to pursue additional properties to further support the expansion of its HEVI business in the United States.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeLitigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. There are currently no legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results, except the following matter. ITEM 4.
Biggest changeITEM 3. LEGAL PROCEEDINGS From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
Removed
LEGAL PROCEEDINGS On April 26, 2024, all of the Company’s current directors, the Company’s chief executive officer, and the Company’s controlling shareholder, Cenntro Holding Limited, were named as defendants (collectively, the “Defendants”), and the Company was named as a nominal defendant in a shareholder derivate action filed in the United States District Court for the District of New Jersey.
Added
We are not party to, and our property is not the subject of, any material legal proceedings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 48 PART II
Removed
The complaint assets, inter alia, that Defendants breached their fiduciary duties owed to the Company, committed waste and violated Section 16(a) of the Securities and Exchange Act of 1934, as amended. The complainant seeks: (i) on behalf of the Company, monetary damages of no less than $38,060,365; (ii) to restrict Mr.
Removed
Peter Wang, the chairman of the Company’s board of directors from selling ordinary shares of the Company until Cenntro Holding Limited has paid off its amount due to the Company and setting up a trust over any future funds from sales of the Company’s ordinary shares by Mr.
Removed
Peter Wang or Cenntro Holding Limited; (iii) that the Defendants disgorge profits obtained as a result of their wrongful conduct; (iv) to enjoin of the Company’s proposed spin-off transaction; (v) attorney fees and costs; and (vi) any other relief the court may deem just and proper.
Removed
On June 28, 2024, the Company’s board of directors held a board meeting, during which the directors of the Company unanimously approved a decision to terminate its previously announced plan of spinning off its drivetrain systems segment.
Removed
After due diligence review, the Company’s board of directors has identified that the spin-off would likely not generate significant value to its shareholders due to changing market conditions. On July 8, 2024, the Defendants filed a motion to dismiss the shareholder derivative action.
Removed
On February 28, 2025, the court granted the Defendants’ motion to dismiss, and the complainant’s complaint was dismissed without prejudice. From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.
Removed
MINE SAFETY DISCLOSURES Not applicable. 38 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeTransfer Agent The transfer agent for our ordinary shares is Continental Stock Transfer & Trust Company, located at 1 State Street 30th Floor, New York, NY 10004-1561. The telephone number of Continental Stock Transfer & Trust Company is (212) 509-4000.
Biggest changeThis number excludes any estimate by us of the number of beneficial owners of shares held in street name, the accuracy of which cannot be guaranteed. Transfer Agent The transfer agent for our Class A ordinary shares and Class B ordinary shares is Continental Stock Transfer & Trust Company, located at 1 State Street 30th Floor, New York, NY 10004-1561.
In addition, broad market fluctuations, as well as general economic, business, and political conditions, may adversely affect the market for our ordinary shares, regardless of our actual or projected performance. We cannot assure you that there will be a market for our ordinary shares in the future.
In addition, broad market fluctuations, as well as general economic, business, and political conditions, may adversely affect the market for our Class A ordinary shares, regardless of our actual or projected performance. We cannot assure you that there will be a market for our Class A ordinary shares in the future.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.” Recent Sales of Unregistered Securities During the fiscal years ended December 31, 2024 and 2023, we did not have sales of unregistered securities other than those already disclosed in the quarterly reports on Form 10-Q and the current reports on Form 8-K.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.” Recent Sales of Unregistered Securities During the fiscal years ended December 31, 2025 and 2024, we did not have sales of unregistered securities other than those already disclosed in the quarterly reports on Form 10-Q and the current reports on Form 8-K.
The market price of our ordinary shares is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no control.
The market price of our Class A ordinary shares is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no control.
As of March 25, 2025, the last sale price reported on the Nasdaq Capital Market for our ordinary shares was approximately $1.29 per share. Dividend Policy We intend to retain all of our available funds and any future earnings to fund the development and growth of our subsidiaries’ business.
As of March 19, 2026, the last sale price reported on the Nasdaq Capital Market for our Class A ordinary shares was approximately $0.709 per share. Dividend Policy We intend to retain all of our available funds and any future earnings to fund the development and growth of our subsidiaries’ business.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. 39 ITEM 6. [RESERVED]
Purchases of Equity Securities by the Issuer and Affiliated Purchasers None.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information for Ordinary Shares Our ordinary shares are traded on the Nasdaq Capital Market under the symbol “GTEC.” Our ordinary shares commenced public trading on August 8, 2018.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information for Class A Ordinary Shares Our Class A ordinary shares are traded on the Nasdaq Capital Market under the symbol “GTEC.” Our ordinary shares were publicly traded on the Nasdaq Capital Market from August 8, 2018 through February 23, 2026, and our Class A ordinary shares have been publicly traded on the Nasdaq Capital Market since February 24, 2026.
Equity Compensation Plan Information For information on the securities authorized for issuance under our equity compensation plan, please see “Item 12.
The telephone number of Continental Stock Transfer & Trust Company is (212) 509-4000. Equity Compensation Plan Information For information on the securities authorized for issuance under our equity compensation plan, please see “Item 12.
As such, we do not expect to pay any cash dividends in the foreseeable future. Shareholders of Record As of March 26, 2025, we had 10 recorded holders of our ordinary shares. This number excludes any estimate by us of the number of beneficial owners of shares held in street name, the accuracy of which cannot be guaranteed.
As such, we do not expect to pay any cash dividends in the foreseeable future. Shareholders of Record As of March 20, 2026, we had ten (10) record holders of our Class A ordinary shares.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFollowing the Business Combination (as described and defined below) in October 2019, the Company changed its name from Greenland Acquisition Corporation to Greenland Technologies Holding Corporation. 40 Results of Operations For the fiscal years ended December 31, 2024 and 2023 Overview For the Fiscal Years Ended December 31, 2024 2023 $ Change % Variance Revenues $ 83,944,661 $ 90,333,240 $ (6,388,579 ) (7.1 ) Cost of Goods Sold 61,411,693 65,757,237 (4,345,544 ) (6.6 ) Gross Profit 22,532,968 24,576,003 (2,043,035 ) (8.3 ) Selling expenses 2,148,659 2,319,835 (171,176 ) (7.4 ) General and administrative expenses 4,853,768 6,052,541 (1,198,773 ) (19.8 ) Research and development expenses 2,936,399 5,424,400 (2,488,001 ) (45.9 ) Total Operating Expenses 9,938,826 13,796,776 (3,857,950 ) (28.0 ) Income from operations 12,594,142 10,779,227 1,814,915 16.8 Interest income 864,390 143,094 721,296 504.1 Interest expenses (84,243 ) (250,410 ) 166,167 (66.4 ) Loss (gain) on disposal of property and equipment 5,863 (31,072 ) 36,935 (118.9 ) Impairment for investments - (300,000 ) 300,000 (100.0 ) Change in fair value of the warrant liability 1,746,382 1,398,774 347,608 24.9 Allowance for expected credit loss-related parties receivable - (34,462,992 ) 34,462,992 (100.0 ) Remeasurement gain from change in functional currency - (2,490,646 ) 2,490,646 (100.0 ) Government subsidies income 881,175 692,443 188,732 27.3 Other income 659,204 1,212,354 (553,150 ) (45.6 ) Income(Loss) before income tax 16,666,913 (23,309,228 ) 39,976,141 (171.5 ) Income tax 1,512,758 1,708,262 (195,504 ) (11.4 ) Net income(Loss) $ 15,154,155 $ (25,017,490 ) $ 40,171,645 (160.6 ) Components of Results of Operations For the Fiscal Years ended December 31, Component of Results of Operations 2024 2023 Revenues $ 83,944,661 $ 90,333,240 Cost of Goods Sold 61,411,693 65,757,237 Gross Profit 22,532,968 24,576,003 Operating Expenses 9,938,826 13,796,776 Net Income(Loss) $ 15,154,155 $ (25,017,490 ) Revenue Greenland’s revenue decreased by approximately $6.39 million, or approximately 7.1%, to approximately $83.94 million for the fiscal year ended December 31, 2024, from approximately $90.33 million for the fiscal year ended December 31, 2023.
Biggest changeFollowing the Business Combination (as described and defined below) in October 2019, the Company changed its name from Greenland Acquisition Corporation to Greenland Technologies Holding Corporation. 50 Results of Operations For the fiscal years ended December 31, 2025 and 2024 Overview For the Fiscal Years Ended December 31, 2025 2024 $ Change % Variance Revenues $ 90,694,007 $ 83,944,661 $ 6,749,346 8.0 Cost of Goods Sold 62,248,455 61,411,693 836,762 1.4 Gross Profit 28,445,552 22,532,968 5,912,584 26.2 Selling expenses 1,735,358 2,148,659 (413,301 ) (19.2 ) General and administrative expenses 15,267,842 4,853,768 10,414,074 214.6 Research and development expenses 3,920,274 2,936,399 983,875 33.5 Total Operating Expenses 20,923,474 9,938,826 10,984,648 110.5 Income from operations 7,522,078 12,594,142 (5,072,064 ) (40.3 ) Interest income 677,386 864,390 (187,004 ) (21.6 ) Interest expenses (111,663 ) (84,243 ) (27,420 ) 32.5 Loss (gain) on disposal of property and equipment (3,999 ) 5,863 (9,862 ) (168.2 ) Change in fair value of the warrant liability 2,267,313 1,746,382 520,931 29.8 Government subsidies income 812,873 881,175 (68,302 ) (7.8 ) Other income 946,097 659,204 286,893 43.5 Income before income tax 12,110,085 16,666,913 (4,556,828 ) (27.3 ) Income tax 3,511,822 1,512,758 1,999,064 132.1 Net income $ 8,598,263 $ 15,154,155 $ (6,555,892 ) (43.3 ) Components of Results of Operations For the Fiscal Years ended December 31, Component of Results of Operations 2025 2024 Revenues $ 90,694,007 $ 83,944,661 Cost of Goods Sold 62,248,455 61,411,693 Gross Profit 28,445,552 22,532,968 Operating Expenses 20,923,474 9,938,826 Net Income $ 8,598,263 $ 15,154,155 Revenue Greenland’s revenue increased by approximately $6.75 million, or approximately 8.0%, to approximately $90.69 million for the fiscal year ended December 31, 2025, from approximately $83.94 million for the fiscal year ended December 31, 2024.
Since HEVI was established in 2020, the one-time transition tax did not have any impact on the Company’s tax provision and there was no undistributed accumulated earnings and profits as of December 31, 2024. On March 26, 2024, the Company entered into a share exchange agreement with Greenland Holding Enterprises Inc. and Zhongchai Holding (the “2024 Share Exchange Agreement”).
Since HEVI was established in 2020, the one-time transition tax did not have any impact on the Company’s tax provision and there was no undistributed accumulated earnings and profits as of December 31, 2025. On March 26, 2024, the Company entered into a share exchange agreement with Greenland Holding Enterprises Inc. and Zhongchai Holding (the “2024 Share Exchange Agreement”).
In January 2020, Greenland formed HEVI to focus on the production and sale of electric industrial vehicles to meet the increasing demand for electric industrial vehicles and machinery powered by sustainable energy in order to reduce air pollution and lower carbon emissions. HEVI is a wholly owned subsidiary of Greenland incorporated under the laws of the State of Delaware.
In January 2020, Greenland formed HEVI to focus on the production and sale of electric industrial vehicles to meet the increasing demand for electric industrial vehicles and machinery powered by sustainable energy to reduce air pollution and lower carbon emissions. HEVI is a wholly owned subsidiary of Greenland incorporated under the laws of the State of Delaware.
The adoption of ASC 606 had no impact on the Company’s beginning balance of retained earnings. 46 The Company’s contracts are all short-term in nature with a contract term of one year or less. Receivables are recorded when the Company has an unconditional right to consideration.
The adoption of ASC 606 had no impact on the Company’s beginning balance of retained earnings. The Company’s contracts are all short-term in nature with a contract term of one year or less. Receivables are recorded when the Company has an unconditional right to consideration.
Such status allows Zhejiang Zhongchai to enjoy a reduced statutory income tax rate of 15%, rather than the standard PRC corporate income tax rate of 25%. Income tax for both fiscal years 2024 and 2023 were calculated based on a rate of 15%. The “high-tech enterprise” status is reevaluated by relevant Chinese government agencies every three years.
Such status allows Zhejiang Zhongchai to enjoy a reduced statutory income tax 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 based on a rate of 15%. The “high-tech enterprise” status is reevaluated by relevant Chinese government agencies every three years.
Greenland Holding Enterprises Inc. is a holding company registered on August 28, 2023 in the State of Delaware with no material operations. Since Greenland Holding Enterprises Inc. was established in 2023, the one-time transition tax did not have any impact on the Company’s tax provision and there was no undistributed accumulated earnings and profits as of December 31, 2024.
Greenland Holding Enterprises Inc. is a holding company registered on August 28, 2023 in the State of Delaware with no material operations. Since Greenland Holding Enterprises Inc. was established in 2023, the one-time transition tax did not have any impact on the Company’s tax provision and there was no undistributed accumulated earnings and profits as of December 31, 2025.
As a result, Cenntro Holding Limited became the then controlling shareholder of Greenland, and Zhongchai Holding became a directly and wholly owned subsidiary of Greenland. The Business Combination was accounted for as a reverse merger effected by a share exchange, wherein Zhongchai Holding is considered the acquirer for accounting and financial reporting purposes.
As a result, Cenntro Holding Limited became the then controlling shareholder of Greenland, and Zhongchai Holding became a directly and wholly owned subsidiary of Greenland. The Business Combination was documented as a reverse merger effected by a share exchange, wherein Zhongchai Holding is considered the acquirer for accounting and financial reporting purposes.
Historically, we have expended considerable resources on building a new factory and paid off a considerable amount of debt, resulting in less available cash. However, we anticipate that our cash flow will continue to improve for the remainder of fiscal year 2025.
Historically, we have expended considerable resources on building a new factory and paid off a considerable amount of debt, resulting in less available cash. However, we anticipate that our cash flow will continue to improve for the remainder of fiscal year 2026.
As of December 31, 2024, the Company did not have any liability for unrecognized tax benefits. It is the Company’s policy to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary.
As of December 31, 2025, the Company did not have any liability for unrecognized tax benefits. It is the Company’s policy to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary.
Pursuant to that certain finder agreement with Hanyi Zhou dated May 29, 2019 (the “Finder Agreement”), 50,000 newly issued ordinary shares issued to Hanyi Zhou as a finder fee for the Business Combination.
Pursuant to that certain finder agreement with Hanyi Zhou dated May 29, 2019 (the “Finder Agreement”), 50,000 ordinary shares were issued to Hanyi Zhou as a finder fee for the Business Combination.
Total government subsidies recorded under long-term liabilities were $1.26 million and $1.53 million as of December 31, 2024 and 2023, respectively. The Company currently plans to fund its operations mainly through cash flow from its operations, renewal of bank borrowings, additional equity financing, and continuation of financial support from its shareholders and affiliates controlled by its principal shareholders, if necessary.
Total government subsidies recorded under long-term liabilities were $1.08 million and $1.26 million as of December 31, 2025 and 2024, respectively. The Company currently plans to fund its operations mainly through cash flow from its operations, renewal of bank borrowings, additional equity financing, and continuation of financial support from its shareholders and affiliates controlled by its principal shareholders, if necessary.
Nevertheless, based on the revenues for the fiscal years ended December 31, 2024 and 2023, Greenland believes that it is one of the major developers and manufacturers of transmission products for small and medium-sized forklift trucks in China. Greenland’s transmission products are used in 1-ton to 15-tons forklift trucks, some with mechanical shift and some with automatic shift.
Based on its revenues for the fiscal years ended December 31, 2025 and 2024, Greenland believes that it is one of the major developers and manufacturers of transmission products for small and medium-sized forklift trucks in China. Greenland’s transmission products are used in 1-ton to 15-tons forklift trucks, some with mechanical shift and some with automatic shift.
On December 22, 2017, the U.S. federal government enacted the 2017 Tax Act. The 2017 Tax Act includes a number of changes in existing tax law impacting businesses, including the transition tax, a one-time deemed repatriation of cumulative undistributed foreign earnings and a permanent reduction in the U.S. federal statutory rate from 35% to 21%, effective on January 1, 2018.
The 2017 Tax Act includes a number of changes in existing tax law impacting businesses, including the transition tax, a one-time deemed repatriation of cumulative undistributed foreign earnings and a permanent reduction in the U.S. federal statutory rate from 35% to 21%, effective on January 1, 2018.
Income Taxes Greenland’s income tax was approximately $1.51 million for the fiscal year ended December 31, 2024, compared to approximately $1.71 million for the fiscal year ended December 31, 2023. Zhejiang Zhongchai obtained a “high-tech enterprise” status near the end of the fiscal year of 2022.
Income Taxes Greenland’s income tax was approximately $3.51 million for the fiscal year ended December 31, 2025, compared to approximately $1.51 million for the fiscal year ended December 31, 2024. Zhejiang Zhongchai obtained a “high-tech enterprise” status near the end of the fiscal year of 2022.
Greenland recorded approximately nil million and $0.87 million of allowance for expected credit losses as of December 31, 2024 and 2023, respectively. Greenland conducted an aging analysis of each customer’s delinquent payments to determine whether allowance for expected credit losses is adequate.
Greenland recorded approximately 0.02 million and nil of allowance for expected credit losses as of December 31, 2025 and 2024, respectively. Greenland conducted an aging analysis of each customer’s delinquent payments to determine whether allowance for expected credit losses is adequate.
Greenland sells these transmission products directly to forklift-truck manufacturers. In the fiscal years ended December 31, 2024 and 2023, Greenland sold an aggregate of 149,597 and 149,543 sets of transmission products, respectively, to more than 100 forklift manufacturers in the PRC.
Greenland sells these transmission products directly to forklift-truck manufacturers. In the fiscal years ended December 31, 2025 and 2024, Greenland sold an aggregate of 166,317 and 149,597 sets of transmission products, respectively, to more than 100 forklift manufacturers in the PRC.
Change in fair value of the warrant liability Greenland recognized a gain of approximately $1.75 million for the investor warrant from a change in fair value of the warrant liability for the fiscal year ended December 31, 2024, as compared to a gain of approximately $1.40 million for the investor warrant, from a change in fair value of the warrant liability for the fiscal year ended December 31, 2023.
Change in fair value of the warrant liability Greenland recognized a gain of approximately $2.27 million for the investor warrant from a change in fair value of the warrant liability for the fiscal year ended December 31, 2025, as compared to a gain of approximately $1.75 million for the investor warrant, from a change in fair value of the warrant liability for the fiscal year ended December 31, 2024.
Greenland believes that its collection policies are generally in line with the transmissions industry’s standard in the PRC. 44 Due from Related Party Due from related party was $0.24 million and $0.23 million as of December 31, 2024 and December 31, 2023, respectively.
Greenland believes that its collection policies are generally in line with the transmissions industry’s standard in the PRC. 55 Due from Related Party Due from related party was $1.11 million and $0.24 million as of December 31, 2025 and December 31, 2024, respectively.
The decrease in selling expenses was mainly due to a decrease in the after-sales service fees and advertising and marketing expenses for the year ended December 31, 2024 compared to the year ended December 31, 2023.
The decrease in selling expenses was mainly due to a decrease in the after-sales service fees for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Financing Activities Financing activities resulted a cash outflow of approximately $30.90 million for the fiscal year ended December 31, 2024, which was mainly attributable to approximately $16.58 million in notes payable and approximately $8.56 million in repayment of short-term bank loans.
Financing activities resulted a cash outflow of approximately $30.90 million for the fiscal year ended December 31, 2024, which was mainly attributable to approximately $16.58 million in notes payable and approximately $8.56 million in repayment of short-term bank loans. Such amounts were further offset by approximately $5.56 million in proceeds from short-term bank loans.
HEVI’s electric industrial vehicle products currently include GEF-series electric forklifts, a series of lithium powered forklifts with three models ranging in size from 1.8 tons to 3.5 tons, GEL-1800, a 1.8 ton rated load lithium powered electric wheeled front loader, GEX-8000, an all-electric 8.0 ton rated load lithium powered wheeled excavator, and GEL-5000, an all-electric 5.0 ton rated load lithium wheeled front loader.
HEVI’s electric industrial vehicle products (which it are not currently being offered as a result of the suspension of its operations) include GEF-series electric forklifts, a series of lithium powered forklifts with three models ranging in size from 1.8 tons to 3.5 tons, GEL-1800, a 1.8-ton rated load lithium powered electric wheeled front loader, GEX-8000, an all-electric 8.0 ton rated load lithium powered wheeled excavator, and GEL-5000, an all-electric 5.0 ton rated load lithium wheeled front loader.
Investing Activities Investing activities resulted a cash outflow of approximately $1.87 million for the fiscal year ended December 31, 2024. Cash provided by investing activities for the fiscal year ended December 31, 2024 was mainly due to approximately $0.44 million in repayment of loans lent to third parties, offset by approximately $1.96 million used for purchases of long-term assets.
Cash used in investing activities for the fiscal year ended December 31, 2024 was mainly due to approximately $1.96 million used for purchases of long-term assets and approximately $0.70 million in lend to third parties, offset by approximately $0.69 million in repayment of loans lent to third parties.
The increase in interest income was because more cash was deposited in banks during the fiscal year ended December 31, 2024 as compared to the fiscal year ended December 31, 2023.
The decrease in interest income was because less cash was deposited in banks during the fiscal year ended December 31, 2025 as compared to the fiscal year ended December 31, 2024.
The increase was primarily due to an increase in policy incentive income for the fiscal year ended December 31, 2024 as compared to the fiscal year ended December 31, 2023.
The decrease was primarily due to a decrease in policy incentive income for the fiscal year ended December 31, 2025 as compared to the fiscal year ended December 31, 2024.
For the fiscal year ended December 31, 2024, a PRC subsidiary of ours, Zhejiang Zhongchai, paid off approximately $8.56 million in bank loans and maintained $31.03 million cash on hand. We plan to maintain the current debt structure and rely on governmentally supported loans with lower cost, if necessary.
For the fiscal year ended December 31, 2025, a PRC subsidiary of ours, Zhejiang Zhongchai, paid off approximately $6.41 million of loans from related parties and maintained $39.69 million cash on hand. We plan to maintain the current debt structure and rely on governmentally supported loans with lower cost, if necessary.
Business Combination On October 24, 2019, we consummated our Business Combination with Zhongchai Holding following a special meeting of the shareholders, where the shareholders of Greenland considered and approved, among other matters, a proposal to adopt and entered into the Share Exchange Agreement, dated as of July 12, 2019, among (i) Greenland, (ii) Zhongchai Holding, (iii) the Sponsor in the capacity as the Purchaser Representative, and (iv) Cenntro Holding Limited, the sole member of Zhongchai Holding.
Business Combination On October 24, 2019, we consummated our Business Combination with Zhongchai Holding following a special meeting of the shareholders, where the shareholders of Greenland considered and approved, among other matters, a proposal to adopt and entered into the Share Exchange Agreement, dated as of July 12, 2019, among (i) Greenland, (ii) Zhongchai Holding, (iii) the Sponsor in the capacity as the Purchaser Representative, and (iv) Cenntro Holding Limited, the sole member of Zhongchai Holding. 58 Pursuant to the Share Exchange Agreement, Greenland acquired from Cenntro Holding Limited all of the issued and outstanding equity interests of Zhongchai Holding in exchange for 7,500,000 newly issued ordinary shares, no par value of Greenland, to Cenntro Holding Limited.
The write down of inventory using net realizable value impairment test is also recorded in cost of goods sold. The total cost of goods sold decreased by approximately $4.35 million, or approximately 6.6%, to approximately $61.41 million for the fiscal year ended December 31, 2024, from approximately $65.76 million for the fiscal year ended December 31, 2023.
The write down of inventory using net realizable value impairment test is also recorded in cost of goods sold. The total cost of goods sold increased by approximately $0.84 million, or approximately 1.4%, to approximately $62.25 million for the fiscal year ended December 31, 2025, from approximately $61.41 million for the fiscal year ended December 31, 2024.
Hangzhou Greenland, the wholly owned subsidiary of Zhongchai Holding, is subject to the 25% standard income tax rate Greenland is a holding company registered in the British Virgin Islands and is not subject to tax on income or capital gains under the current British Virgin Islands law.
Greenland is a holding company registered in the British Virgin Islands and is not subject to tax on income or capital gains under the current British Virgin Islands law.
The Company might implement a stricter policy on sales to less creditworthy customers and plans to continue to improve its collection efforts on accounts with outstanding balances. The Company is actively working with customers and suppliers and expects to fully collect the remaining balance.
The Company might implement a stricter policy on sales to less creditworthy customers and plans to continue to improve its collection efforts on accounts with outstanding balances.
Investing activities resulted a cash inflow of approximately $1.07 million for the fiscal year ended December 31, 2023.
Investing activities resulted a cash outflow of approximately $1.87 million for the fiscal year ended December 31, 2024.
However, excluding the impact of exchange rate fluctuation, our revenue for the fiscal year ended December 31, 2024 decreased by approximately 5.6% compared to the fiscal year ended December 31, 2023.
However, excluding the impact of exchange rate fluctuation, our revenue for the fiscal year ended December 31, 2025 increased by approximately 8.9% compared to the fiscal year ended December 31, 2024.
Actual results and the timing of the events may differ materially from those contained in these forward-looking statements due to many factors, including those discussed in the “Cautionary Note Regarding Forward-Looking Statements” set forth elsewhere in this Report.
Actual results and the timing of the events may differ materially from those contained in these forward-looking statements due to many factors, including those discussed in the “Cautionary Note Regarding Forward-Looking Statements” set forth elsewhere in this Report. Overview Greenland designs, develops, manufactures and sells components and products for the global material handling industries.
The decrease in revenue was primarily a result of the decrease of approximately $6.17 million in the Company’s sales volume of transmission products for the year ended December 31, 2024.
The increase in revenue was primarily a result of the increase of approximately $8.07 million in the Company’s sales volume of transmission products for the year ended December 31, 2025.
In August 2024, HEVI launched its H55L all-electric wheeled front-end loader, which can lift up to six tons in indoor and outdoor applications without the mess and emissions of diesel, and the H65L all-electric wheeled front-end loader, the largest lithium battery powered electric wheel loader commercially available in North America.
In August 2024, HEVI launched its H55L all-electric wheeled front-end loader, which can lift up to six tons in indoor and outdoor applications without the mess and emissions of diesel, and the H65L all-electric wheeled front-end loader, a lithium battery wheeled front-end loader. Greenland is the parent company of HEVI and Greenland Holding Enterprises Inc.
Government subsidies income Greenland’s government subsidies income was approximately $0.88 million for the fiscal year ended December 31, 2024, an increase of approximately $0.19 million, as compared to approximately $0.69 million of government subsidies income for the fiscal year ended December 31, 2023.
Government subsidies income Greenland’s government subsidies income was approximately $0.81 million for the fiscal year ended December 31, 2025, a decrease of approximately $0.07 million, as compared to approximately $0.88 million of government subsidies income for the fiscal year ended December 31, 2024.
We may also need additional cash resources, if the Company wishes to pursue opportunities for investment, acquisition, strategic cooperation, or other similar actions. If the Company’s management and its board of directors determine that the cash required for specific corporate activities exceed Greenland’s cash and cash equivalents on hand, the Company may issue debt or equity securities to raise cash.
If the Company’s management and its board of directors determine that the cash required for specific corporate activities exceed Greenland’s cash and cash equivalents on hand, the Company may issue debt or equity securities to raise cash.
Selling expenses decreased by $0.17 million, or 7.4%, to approximately $2.15 million for the fiscal year ended December 31, 2024, from approximately $2.32 million for the fiscal year ended December 31, 2023.
Selling expenses decreased by $0.41 million, or 19.2%, to approximately $1.74 million for the fiscal year ended December 31, 2025, from approximately $2.15 million for the fiscal year ended December 31, 2024.
Cash provided by investing activities for the fiscal year ended December 31, 2023 was mainly due to approximately $0.44 million in proceeds from sale of short-term investment and approximately $1.84 million repayment of loans lent to third parties, offset by approximately $0.74 million used for purchases of long-term assets.
Cash used in investing activities for the fiscal year ended December 31, 2025 was mainly due to approximately $0.53 million used for purchases of long-term assets and approximately $0.70 million in lend to third parties, offset by approximately $0.28 million in repayment of loans lent to third parties.
In addition, upon payment of dividends to its shareholders, the Company will not be subject to any British Virgin Islands withholding tax. On January 14, 2020, Greenland established HEVI, its wholly owned subsidiary in the state of Delaware. HEVI promotes sales of sustainable alternative products for the heavy industrial equipment industry, including electric industrial vehicles, in the North American market.
In addition, upon payment of dividends to its shareholders, the Company will not be subject to any British Virgin Islands withholding tax. 53 On January 14, 2020, Greenland established HEVI, its wholly owned subsidiary in the state of Delaware.
Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations.
Liquidity and Capital Resources Greenland is a holding company incorporated in the British Virgin Islands. Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations.
Cost of goods sold decreased in fiscal year 2024 compared to fiscal year 2023 due to the decrease in our sales volume. Gross Profit Greenland’s gross profit decreased by approximately $2.04 million, or 8.3%, to approximately $22.53 million for the fiscal year ended December 31, 2024, from approximately $24.58 million for the fiscal year ended December 31, 2023.
Cost of goods sold increased in fiscal year 2025 compared to fiscal year 2024 due to the increase in our sales volume. Gross Profit Greenland’s gross profit increased by approximately $5.91 million, or 26.2%, to approximately $28.45 million for the fiscal year ended December 31, 2025, from approximately $22.53 million for the fiscal year ended December 31, 2024.
Accounts Receivable As of December 31, 2024, Greenland had approximately $15.80 million of accounts receivables, a decrease of approximately $1.55 million, or 8.96%, as compared to approximately $17.35 million as of December 31, 2023. The decrease in accounts receivables was due to the decrease in our sales volume.
Accounts Receivable As of December 31, 2025, Greenland had approximately $17.26 million of accounts receivables, an increase of approximately $1.46 million, or 9.24%, as compared to approximately $15.80 million as of December 31, 2024. The increase in accounts receivables was due to the increase in our sales volume.
Zhejiang Zhongchai’s current “high-tech enterprise” will be reevaluated near the end of 2025. Greenland’s other PRC subsidiaries are subject to different income tax rates.
Zhejiang Zhongchai’s current “high-tech enterprise” will be reevaluated near the end of 2028. Greenland’s other PRC subsidiaries are subject to different income tax rates. Hangzhou Greenland, the wholly owned subsidiary of Zhongchai Holding, is subject to the 25% standard income tax rate.
Cost of Goods Sold Greenland’s cost of goods sold consists primarily of material costs, freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, wages, employee compensation, amortization, depreciation and related costs, which are directly attributable to Greenland’s production activities.
The sales volume growth was driven by sustained demand from the Company’s customer base in the material handling sector. 51 Cost of Goods Sold Greenland’s cost of goods sold consists primarily of material costs, freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, wages, employee compensation, amortization, depreciation and related costs, which are directly attributable to Greenland’s production activities.
As of December 31, 2024, Greenland had approximately $1.95 million of restricted cash, a decrease of approximately $3.26 million, or 62.51%, as compared to approximately $5.21 million as of December 31, 2023. The decrease of restricted cash was due to a decrease in notes payable.
As of December 31, 2025, Greenland had approximately $0.07 million of restricted cash, a decrease of approximately $1.88 million, as compared to approximately $1.95 million as of December 31, 2024. The decrease of restricted cash was due to a decrease in notes payable collateralized by cash.
Interest Income and Interest Expenses Greenland’s interest income was approximately $0.86 million for the fiscal year ended December 31, 2024, representing an increase of approximately $0.72 million, or 504.1%, from approximately $0.14 million for the fiscal year ended December 31, 2023.
Interest Income and Interest Expenses Greenland’s interest income was approximately $0.68 million for the fiscal year ended December 31, 2025, representing a decrease of approximately $0.19 million, or 21.6%, from approximately $0.86 million for the fiscal year ended December 31, 2024.
The decrease in operating expenses was primarily due to a decrease in the after-sales service fees, research and development expenses and allowance for credit losses in fiscal year 2024 compared to fiscal year 2023. Selling Expenses Greenland’s selling expenses mainly include operating expenses such as sales staff payroll, traveling expenses and transportation expenses.
The increase in operating expenses was primarily due to an increase in the stock-based compensation expense, research and development expenses and provision for inventory in fiscal year 2025 compared to fiscal year 2024. Selling Expenses Greenland’s selling expenses mainly include operating expenses such as sales staff payroll, traveling expenses and transportation expenses.
General and administrative expenses decreased by approximately $1.20 million, or approximately 19.8%, to approximately $4.85 million for the fiscal year ended December 31, 2024, from approximately $6.05 million for the fiscal year ended December 31, 2023.
General and administrative expenses increased by approximately $10.41 million, or approximately 214.6%, to approximately $15.27 million for the fiscal year ended December 31, 2025, from approximately $4.85 million for the fiscal year ended December 31, 2024.
Greenland’s interest expenses were approximately $0.08 million for the fiscal year ended December 31, 2024, a decrease of approximately $0.17 million, or 66.4%, as compared to approximately $0.25 million for the fiscal year ended December 31, 2023.
Greenland’s interest expenses were approximately $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 $0.08 million for the fiscal year ended December 31, 2024.
Other Income Greenland’s other income was approximately $0.66 million for the fiscal year ended December 31, 2024, a decrease of approximately $0.55 million, or 45.6%, as compared to approximately $1.21 million of other income for the fiscal year ended December 31, 2023.
Other Income Greenland’s other income was approximately $0.95 million for the fiscal year ended December 31, 2025, an increase of approximately $0.29 million, as compared to approximately $0.66 million of other income for the fiscal year ended December 31, 2024.
Notes Receivable As of December 31, 2024, Greenland had approximately $22.74 million of notes receivables, which will be collected by us within twelve months. The decrease was approximately $4.40 million, or 16.21%, as compared to approximately $27.14 million as of December 31, 2023.
Notes Receivable As of December 31, 2025, Greenland had approximately $14.70 million of notes receivables, which we expect will be collected within twelve months from the date of receipt of such notes. The decrease was approximately $8.03 million, or 35.33%, as compared to approximately $22.74 million as of December 31, 2024.
The balance of due from related parties as of December 31, 2024 and December 31, 2023 consisted primarily of other receivable from Zhuhai Hengzhong Industrial Investment Fund (Limited Partnership) of $0.24 million and $0.23 million as of December 31, 2024 and December 31, 2023, respectively, representing a loan to the related party with an annual interest rate of 4.785%.
The balance of due from related parties as of December 31, 2025 and December 31, 2024 consisted primarily of the following: (i) other receivable from Zhuhai Hengzhong Industrial Investment Fund (Limited Partnership) of $0.25 million and $0.24 million as of December 31, 2025 and December 31, 2024, respectively, representing a loan 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 of December 31, 2025 and December 31, 2024, respectively, representing a loan with an annual interest rate of 7.5% that will mature before April 14, 2026; and (iii) other receivable from Cenntro Enterprise Limited was $0.02 million and nil as of December 31, 2025 and December 31, 2024, respectively, representing expenses paid on behalf of the related party.
Such amounts were further offset by approximately $5.56 million in proceeds from short-term bank loans. 45 Financing activities resulted a cash inflow of approximately $2.87 million for the fiscal year ended December 31, 2023, which was mainly attributable to approximately $6.72 million in proceeds from short-term bank loans and approximately $9.27 million in notes payable.
Financing Activities Financing activities resulted a cash outflow of approximately $15.61 million for the fiscal year ended December 31, 2025, which was mainly attributable to approximately $7.25 million in notes payable and approximately $6.41 million in repayment of loans from related parties. Such amounts were further offset by approximately $0.27million in proceeds from related parties.
(“Hangzhou Greenland”), an operating company formed under the laws of the PRC in 2019, and Hengyu Capital Limited, a company formed in Hong Kong on August 16, 2022 (“Hengyu Capital”). Through Zhongchai Holding and its subsidiaries, Greenland develops and manufactures traditional transmission products for material handling machineries in the PRC.
Ltd., an operating company formed under the laws of the PRC in 2005, Hangzhou Greenland Energy Technologies Co., Ltd. (“Hangzhou Greenland”), an operating company formed under the laws of the PRC in 2019, and Hengyu Capital Limited, a company formed in Hong Kong on August 16, 2022 (“Hengyu Capital”).
Overview Greenland Technologies Holding Corporation (the “Company” or “Greenland”) designs, develops, manufactures and sells components and products for the global material handling industries. Through its PRC subsidiaries, Greenland offers transmission products, which are key components for forklift trucks used in manufacturing and logistic applications, such as factories, workshops, warehouses, fulfilment centers, shipyards, and seaports.
Through its subsidiaries in the PRC, Greenland offers transmission products, which are key components for forklift trucks used in manufacturing and logistic applications, such as factories, workshops, warehouses, fulfilment centers, shipyards, and seaports. Forklifts play an important role in the logistic systems of many companies across different industries in China and globally.
Such decrease was primarily attributable to a significant decrease in the Company’s R&D activities for the fiscal year ended December 31, 2024.
Such increase was primarily attributable to a significant increase in the Company’s R&D activities for the fiscal year ended December 31, 2025. 52 Income from Operations As a result of the foregoing, income from operations for the fiscal year ended December 31, 2025 was approximately $7.52 million, representing a decrease of approximately $5.07 million, from approximately $12.59 million for the fiscal year ended December 31, 2024.
As of December 31, 2024, Greenland had approximately $6.66 million of cash and cash equivalents, a decrease of approximately $16.32 million, or 71.02%, as compared to approximately $22.98 million as of December 31, 2023. The decrease of cash and cash equivalents was mainly due to an increase in short term investment, as compared to that as of December 31, 2023.
As of December 31, 2025, Greenland had approximately $7.78 million of cash and cash equivalents, an increase of approximately $1.12 million, as compared to approximately $6.66 million as of December 31, 2024. The increase of cash and cash equivalents was mainly due to an increase in our sales volume, as compared to that as of December 31, 2024.
We remain confident and expect to continue to generate positive cash flow from our operations. We may need additional cash resources in the future, if the Company experiences failure in collecting account receivables, changes in business condition, changes in financial condition, or other developments.
We may need additional cash resources in the future, if the Company experiences failure in collecting account receivables, changes in business condition, changes in financial condition, or other developments. We may also need additional cash resources, if the Company wishes to pursue opportunities for investment, acquisition, strategic cooperation, or other similar actions.
For the fiscal years ended December 31, 2024 and 2023, Greenland’s gross margin was approximately 26.8% and 27.2%, respectively.
For the fiscal years ended December 31, 2025 and 2024, Greenland’s gross margin was approximately 31.4% and 26.8%, respectively. The increase in gross profit in fiscal year 2025 compared to fiscal year 2024 was primarily due to the increase in our sales volume.
Greenland’s revenue decreased from approximately $90.33 million for the fiscal year ended December 31, 2023 to $83.94 million for the fiscal year ended December 31, 2024. The decrease in revenue was primarily the result of a decrease of approximately $6.17 million in the Company’s sales volume of transmission products for the fiscal year ended December 31, 2024.
The increase in revenue was primarily the result of an increase of approximately $8.07 million in the Company’s sales volume of transmission products for the fiscal year ended December 31, 2025.
Working Capital Our working capital was approximately $35.11 million as of December 31, 2024, as compared to $27.27 million as of December 31, 2023. The increase in working capital of $7.84 million was primarily contributed to a decrease in notes payable.
Working Capital Our working capital was approximately $46.97 million as 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 primarily contributed to an increase in accounts receivable and short-term investment.
We believe that the Company has sufficient cash, even with uncertainty in the Company’s manufacturing and sale of electric industrial heavy equipment in the future and decline on sale of transmission products. However, our capital contribution from existing funding sources, to operate for the next 12 months will be sufficient.
The Company is actively working with customers and suppliers and expects to fully collect the remaining balance. 54 We believe that the Company has sufficient cash, even with uncertainty in the Company’s manufacturing and sale of electric industrial heavy equipment in the future and decline on sale of transmission products.
Income from Operations As a result of the foregoing, income from operations for the fiscal year ended December 31, 2024 was approximately $12.59 million, representing an increase of approximately $1.81 million, from approximately $10.78 million for the fiscal year ended December 31, 2023.
Net Income As a result of the foregoing, Greenland’s net income was approximately $8.60 million for the fiscal year ended December 31, 2025, representing a decrease of approximately $6.56 million, from the net income of approximately $15.15 million for the fiscal year ended December 31, 2024.
The decrease was primarily due to a decrease of deduction in value-added taxes (“VAT”) for the fiscal year ended December 31, 2024 as compared to the fiscal year ended December 31, 2023.
The increase was primarily due to an increase in gain on forfeiture of customer advance for the fiscal year ended December 31, 2025 as compared to the fiscal year ended December 31, 2024.
In August 2022, Greenland launched a 54,000 square foot industrial electric vehicle assembly site in Baltimore, Maryland to support local services, assembly and distribution of its electric industrial heavy equipment products line. In July 2024, HEVI announced a partnership with Lonking Holdings Limited to develop and distribute heavy electric machinery and related technology specialized for the U.S. market.
In addition, in April 2023, HEVI introduced a line of mobile DC battery chargers that support DC powered EV applications in the North America market. In July 2024, HEVI announced a partnership with Lonking Holdings Limited to develop and distribute heavy electric machinery and related technology specialized for the U.S. market.
Greenland was incorporated on December 28, 2017 as a British Virgin Islands company with limited liability.
Through Zhongchai Holding and its subsidiaries, Greenland develops and manufactures traditional transmission products for material handling machinery in the PRC. Greenland was incorporated on December 28, 2017 as a British Virgin Islands business company with limited liability.
Greenland’s operating expenses were $9.94 million for the fiscal year ended December 31, 2024, representing a decrease of 28.0% from $13.80 million for the fiscal year ended December 31, 2023.
Operating Expense Greenland’s operating expenses consist of selling expenses, general and administrative expenses and research and development expenses. Greenland’s operating expenses were $20.92 million for the fiscal year ended December 31, 2025, representing an increase of 110.5% from $9.94 million for the fiscal year ended December 31, 2024.
The decrease in general and administrative expenses was mainly due to the decrease of approximately $0.98 million in allowance for credit losses for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
The increase in general and administrative expenses was mainly due to the increase in stock-based compensation expense, uncollectible accounts written off and provision for inventory for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
(“Greenland Holding”), a company incorporated in the State of Delaware and a wholly-owned subsidiary of Greenland, which in turns holds 100% of the equity interests in Zhongchai Holding (Hong Kong) Limited, a holding company formed under the laws of the Hong Kong Special Administrative Region (“Hong Kong”) on April 23, 2009 (“Zhongchai Holding”).
(“Greenland Holding”), a holding company formed in the State of Delaware on August 28, 2023, which in turn acts as the holding company for Zhongchai Holding (Hong Kong) Limited, a holding company formed under the laws of Hong Kong on April 23, 2009 (“Zhongchai Holding”). Zhongchai Holding’s subsidiaries include Zhejiang Zhongchai Machinery Co.
The decrease was primarily due to a decrease of our short-term loans for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
The increase was primarily due to an increase in interest expense on the discounted note for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
Research and Development Expenses R&D expenses consist of R&D personnel compensation, costs of materials used in R&D projects, and depreciation costs for research-related equipment. R&D expenses decreased by approximately $2.49 million, or 45.9%, to approximately $2.94 million for the fiscal year ended December 31, 2024, from approximately $5.42 million for the fiscal year ended December 31, 2023.
R&D expenses increased by approximately $0.98 million, or 33.5%, to approximately $3.92 million for the fiscal year ended December 31, 2025, from approximately $2.94 million for the fiscal year ended December 31, 2024.
Cash Flow For the Fiscal Year Ended December 31, 2024 2023 Net cash provided by operating activities $ 13,341,886 $ 2,449,040 Net cash provided by(used in) investing activities $ (1,868,246 ) $ 1,070,907 Net cash provided by(used in) financing activities $ (30,900,924 ) $ 2,865,814 Net increase(decrease) in cash and cash equivalents and restricted cash $ (19,427,284 ) $ 6,385,761 Effect of exchange rate changes on cash and cash equivalents $ (150,308 ) $ 2,074,570 Cash and cash equivalents and restricted cash at beginning of year $ 28,189,387 $ 19,729,056 Cash and cash equivalents and restricted cash at end of year $ 8,611,795 $ 28,189,387 Operating Activities Greenland’s net cash provided by operating activities was approximately $13.34 million and $2.45 million for the fiscal years ended December 31, 2024 and 2023, respectively.
Cash Flow For the Fiscal Year Ended December 31, 2025 2024 Net cash provided by operating activities $ 15,608,957 $ 13,341,886 Net cash used in investing activities $ (919,593 ) $ (1,868,246 ) Net cash used in financing activities $ (15,609,560 ) $ (30,900,924 ) Net decrease in cash and cash equivalents and restricted cash $ (920,196 ) $ (19,427,284 ) Effect of exchange rate changes on cash and cash equivalents $ 155,271 $ (150,308 ) Cash and cash equivalents and restricted cash at beginning of year $ 8,611,795 $ 28,189,387 Cash and cash equivalents and restricted cash at end of year $ 7,846,870 $ 8,611,795 Operating Activities Net cash provided by operating activities for the year ended December 31, 2025 was approximately $15.61 million, primarily attributable to net income of approximately $8.60 million, adjusted for non-cash item of depreciation and amortization expenses of approximately $2.41 million, stock-based compensation expense of approximately $5.55 million, change in fair value of warrant liability of approximately $(2.27) million and changes in operating assets and liabilities including: (i) an increase of approximately $1.45 million in accounts payable because we extended the payment cycle, (ii) a decrease of approximately $8.78 million in notes receivables because we prioritized collecting cash rather than accepting notes receivables, and (iii) an increase of approximately $9.34 million in other current and non-current assets because we deposited cash into short-term investment.
Removed
Forklifts play an important role in the logistic systems of many companies across different industries in China and globally. Generally, industries with the largest demand for forklifts include the transportation, warehousing logistics, electrical machinery, and automobile industries.
Added
Generally, industries with the largest demand for forklifts include the transportation, warehousing logistics, electrical machinery, and automobile industries. Greenland’s revenue increased from approximately $83.94 million for the fiscal year ended December 31, 2024 to $90.69 million for the fiscal year ended December 31, 2025.
Removed
In addition, HEVI introduced a line of mobile DC battery chargers that support DC powered EV applications in the North America market. These products are available for purchase in the United States (“U.S.”) market.
Added
Prior to 2025, HEVI had been manufacturing and selling electric industrial vehicle products. However, substantially all of HEVI’s business operations have been suspended since 2025 due to uncertainty regarding tariff policy. HEVI intends to resume operations once the policy environment stabilizes.
Removed
Greenland serves as the parent company of HEVI and Greenland Holding Enterprises Inc.
Added
For the fiscal year ended December 31, 2025, the Company sold an aggregate of 166,317 sets of transmission products, compared to 149,597 sets sold in the fiscal year ended December 31, 2024. This represents an increase of approximately 16,720 units, or approximately 11.2%.
Removed
Zhongchai Holding’s subsidiaries include Zhejiang Zhongchai Machinery Co. Ltd., an operating company formed under the laws of the People’s Republic of China (the “PRC” or “China”) in 2005, Hangzhou Greenland Energy Technologies Co., Ltd.
Added
On April 17, 2025, we issued a total of 3,799,696 ordinary shares and recorded stock-based compensation of approximately $5.55 million. Research and Development Expenses R&D expenses consist of R&D personnel compensation, costs of materials used in R&D projects, and depreciation costs for research-related equipment.

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