Greenland Technologies Holding Corp.

DEF 14A 1 ea0267198-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant To Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

Greenland Technologies Holding Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

GREENLAND TECHNOLOGIES HOLDING CORPORATION

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

To be Held Virtually on December 29, 2025, at 9:00 a.m. EST

To the Shareholders of Greenland Technologies Holding Corporation:

This proxy statement is furnished in connection with the solicitation of proxies by the board of directors (the “Board”) of Greenland Technologies Holding Corporation, a British Virgin Islands company (the “Company”) for use at the 2025 annual meeting of shareholders of the Company (the “Meeting”) and at all adjournments and postponements thereof. The Meeting will be held virtually on December 29, 2025, at 9:00 a.m. EST. The Company will hold the Meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will not be able to attend the Meeting in person. Shareholders will have an equal opportunity to participate at the Meeting and engage with the directors, management, and other shareholders of the Company online, regardless of their geographic location. Inside this document, you can find important information and detailed instructions about how to participate in the Meeting.

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting atwww.virtualshareholdermeeting.com/GTEC2025. Beneficial shareholders who hold their ordinary shares of the Company through a broker, investment dealer, bank, trust corporation, custodian, nominee or other intermediary who have not duly appointed themselves as proxyholder will be able to attend as guest and view the webcast, but will not be able to participate in or vote at the Meeting.

The Meeting and any or all adjournments thereof will be held to consider and vote upon the following proposals (the “Proposals”, each a “Proposal”):

1. To approve, as a Resolution of Members, the adoption of new Memorandum of Association and new Articles of Association in the form presented to the meeting and annexed hereto as Annex A (the “New M&A Adoption Proposal”);

2. To approve, as a Resolution of Members, the implementation of a dual class structure to the ordinary shares in the Company, under which the ordinary shares of no par value in the Company (the “ordinary shares”) will be re-designated (the “Re-designation”) into class A ordinary shares of no par value which will carry one vote each (the “Class A Ordinary Shares”) and class B ordinary shares of no par value which will carry 25 votes per share (the “Class B Ordinary Shares”) in accordance with clause 6.4 of the Memorandum of Association of the Company (the “Memorandum”) (the “Share Capital Reorganization Proposal”);

3. To approve, as a Resolution of Members, that each of the issued Ordinary Shares held by Trendway Capital Limited be reclassified as Class B Ordinary Shares and the remaining outstanding Ordinary Shares be reclassified as Class A Ordinary Shares (the “Share Re-classification Proposal”);

4. To approve, as a Resolution of Members, the appointment of each of Peter Zuguang Wang and Bo (Frank) Shen (the “Director Nominees” and each, a “Director Nominee”) as a Class II director, as defined in the Articles of Association of the Company (the “Articles”), to hold office for a term expiring at the Company’s second annual general meeting following their election in accordance with regulation 9.2 of the Articles (the “Director Election Proposal”);

5. To confirm, ratify and approve, as a Resolution of Members, the appointment of Enrome LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 pursuant to regulation 20.6(a) of the Articles (the “Auditor Ratification Proposal”); and

6. To approve, as a Resolution of Members, for the chairperson of the Meeting (the “Chairperson”) to adjourn the Meeting to a later date, if necessary for the purpose of soliciting additional proxies in favor of the foregoing resolutions and/or in the event that the Company does not receive the requisite majorities to approve the same in accordance with regulation 8.15 of the Articles (the “Adjournment Proposal”).

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF BOTH OF THE DIRECTOR NOMINEES LISTED UNDER PROPOSAL 4 AND “FOR” EACH OF THE OTHER PROPOSALS.

Holders of record of the Company’s ordinary shares at the close of business on December 8, 2025 (the“Record Date”) will be entitled to notice of, and to vote at, this Meeting and any adjournment or postponement thereof. Each ordinary share entitles the holder thereof to one vote.

Your vote is important, regardless of the number of ordinary shares you own. Shareholders who are unable to attend the Meeting or any adjournment thereof and who wish to ensure that their ordinary shares will be voted are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the proxy statement accompanying this Notice and (i) vote it online atwww.proxyvote.com, (ii) vote it by phone at 1-800-690-6903, or (iii) mail it or deposit it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

A complete list of shareholders of record entitled to vote at the Meeting will be available for ten days before the Meeting at the principal executive office of the Company for inspection by shareholders during ordinary business hours for any purpose germane to the Meeting.

This notice and the enclosed proxy statement are first being mailed to shareholders on or about December 8, 2025.

You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.

By order of the Board,

/s/ Raymond Z. Wang

Raymond Z. Wang

Chief Executive Officer and President

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” BOTH OF THE NOMINEES LISTED UNDER PROPOSAL 4 AND “FOR” EACH OF THE OTHER PROPOSALS.

Important Notice Regarding the Availability of Proxy Materials

for the Annual Shareholder Meeting to be Held Virtually on December 29, 2025 at 9:00 a.m. EST

The Notice of Annual Meeting, proxy statement and the Annual Report on Form 10-K for the year ended December 31, 2024 are available atwww.proxyvote.com.