PROXY STATEMENT
The Extraordinary General
Meeting (the “Extraordinary General Meeting”) of shareholders of Greencity Acquisition Corporation (“Greencity,”
“Company,” “we,” “us” or “our”), a Cayman Islands exempted company, will be held at 10:00
a.m. Eastern Time on April 18, 2022. The Extraordinary General Meeting will be a completely virtual meeting of shareholders, which
will be conducted via live webcast.
The Extraordinary
General Meeting is being held for the sole purpose of considering and voting upon the following proposals:
| 1. | a proposal to amend Greencity’s amended and restated memorandum
and articles of association (the “Amended and Restated Memorandum and Articles of Association”) to extend the date by which
Greencity must consummate its initial business combination (the “Extension”) to October 28, 2022 (the “Extended Date”),
by amending the Amended and Restated Memorandum and Articles of Association to delete the existing Article 48.7 and Article 48.8 thereof
and replacing them with the new Article 48.7 and Article 48.8 in the form set forth in Annex A of the accompanying proxy statement
(the “Extension Proposal”); |
| 2. | a proposal to direct the chairman of the
Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date
or dates, if necessary, to permit further solicitation and vote of proxies if, based upon
the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient
votes to approve the Extension Proposal (the “Adjournment Proposal”). |
The Extension
Proposal is essential to the overall implementation of the Board’s plan to extend the date by which Greencity must complete an
initial business combination. The purpose of the Extension Proposal is to allow Greencity more time to complete an initial business combination.
In the event that Greencity enters into a definitive agreement for a business combination prior to the Extraordinary General Meeting,
Greencity will issue a press release and file a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (“SEC”)
announcing the definitive agreement for the proposed business combination.
The affirmative vote of
the holders of at least two-thirds (2/3) of the Company’s ordinary shares entitled to vote which are present (in person or by proxy)
at the Extraordinary General Meeting and which vote on the Extension Proposal will be required to approve the Extension Proposal. The
affirmative vote of a majority of the Company’s ordinary shares entitled to vote which are present (in person or by proxy) at the
Extraordinary General Meeting and which vote on the Adjournment Proposal will be required to approve the Adjournment Proposal.
Holders (“public
shareholders”) of Greencity’s ordinary shares sold in its IPO (“Public Shares”) may elect to redeem their
Public Shares for their pro rata portion of the funds available in the trust account in connection with the
Extension Proposal (the “Election”) regardless of how such public shareholder votes in regard to the Extension Proposal,
or whether they were holders of Greencity ordinary shares on the record date or acquired such shares after such date. Greencity
believes that such redemption right protects Greencity’s public shareholders from having to sustain their investments for an
unreasonably long period if Greencity fails to find a suitable acquisition in the timeframe initially contemplated by its Amended
and Restated Memorandum and Articles of Association. If the Extension Proposal is approved and implemented, the remaining public
shareholders will retain their right to redeem their Public Shares for their pro rata portion of the funds
available in the trust account upon consummation of a business combination.
If the Extension
Proposal is approved, such approval will constitute consent for the Company to (i) remove from the trust account an amount (the “Withdrawal
Amount”) equal to the number of Public Shares properly redeemed in connection with the shareholder vote on the Extension Proposal
multiplied by the per-share price equal to the aggregate amount then on deposit in the trust account as of two (2) business days prior
to the Extraordinary General Meeting, including interest earned on the trust account deposits (which interest shall be net of taxes payable),
divided by the number of then outstanding Public Shares; and (ii) deliver to the holders of such redeemed Public Shares their portion
of the Withdrawal Amount. The remainder of such funds shall remain in the trust account and be available for use by the Company to complete
a business combination on or before the Extended Date. Holders of Public Shares who do not redeem their Public Shares now will retain
their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Proposal is approved.
To exercise
your redemption rights, you must tender your shares to the Company’s transfer agent at least two (2) business days prior to the
Extraordinary General Meeting. You may tender your shares by either delivering your share certificates to the transfer agent or by delivering
your shares electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your
shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order
to exercise your redemption rights.
The removal of the Withdrawal
Amount from the trust account in connection with the Election will reduce the amount held in the trust account following the redemption,
and the amount remaining in the trust account may be significantly reduced from the approximately $41,553,641.15 that was in the trust
account as of March 4, 2022. In such event, Greencity may need to obtain additional funds to complete a business combination and there
can be no assurance that such funds will be available on terms acceptable to the parties or at all.
If we are
unable to consummate our initial business combination by April 28, 2022, we will distribute the aggregate amount then on deposit in the
trust account (less up to $50,000 of the net interest earned thereon to pay dissolution expenses), pro rata to our public shareholders
by way of redemption and cease all operations except for the purposes of winding up of our affairs. Any redemption of public shareholders
from the trust account shall be effected automatically by function of our amended and restated memorandum and articles of association
prior to any voluntary winding up. If we are required to windup, liquidate the trust account and distribute such amount therein, pro
rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with
the applicable provisions of the Companies Law of the Cayman Islands. In that case, investors may be forced to wait beyond April 28,
2022 before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion
of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation
unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their
ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to
complete our initial business combination.
Our sponsor,
officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions
from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business
combination prior to April 28, 2022. There will be no redemption rights or liquidating distributions with respect to our warrants, which
will expire worthless if we fail to complete our initial business combination prior to April 28, 2022.
You are
also being asked to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later
date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the
Extraordinary General Meeting, there are not sufficient votes to approve the Extension Proposal.
The Record
Date for the Extraordinary General Meeting is March 4, 2022. Record holders of Greencity ordinary shares at the close of business on
the Record Date are entitled to vote or have their votes cast at the Extraordinary General Meeting. On the Record Date, there were 4,260,000
outstanding ordinary shares of Greencity, including 4,000,000 outstanding Public Shares. Greencity’s warrants do not have voting
rights.
This proxy
statement contains important information about the Extraordinary General Meeting and the proposals. Please read it carefully and vote
your shares.
This
proxy statement is dated March 22, 2022 and is first being mailed to shareholders on or about that date.
TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THE MEETING
These questions and answers
are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read
carefully this entire proxy statement.
Q.
Why am I receiving this proxy statement? |
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A. |
This proxy statement and the accompanying
materials are being sent to you in connection with the solicitation of proxies by the Board, for use at the Extraordinary General
Meeting to be held on April 18, 2022 at 10:00 a.m., Eastern Time on a virtual basis, or at any adjournments or postponements thereof.
This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the
Extraordinary General Meeting.
Greencity Acquisition Corporation is a blank
check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On July 28, 2020,
we consummated an initial public offering (“IPO”) of 4,000,000 units (“Units”) at a price of $10.00 per unit,
generating gross proceeds to the Company of $40,000,000. Simultaneously with the closing of the IPO, the Company completed the private
placement sale of an aggregate of 260,000 units (the “Private Placement Units”) to Cynthia Management Corporation at
a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,600,000. A total of $40,600,000
was placed in the trust account. Like most blank check companies, our Amended and Restated Memorandum and Articles of Association
provides for the return of the IPO proceeds held in trust to the public shareholders if there is no qualifying business combination
consummated on or before a certain date. The Board believes that it is in the best interests of the shareholders to continue Greencity’s
existence until the Extended Date in order to allow Greencity more time to complete an initial business combination. |
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Q.
What is being voted on? |
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A. |
You are being asked to consider and vote on the following proposals:
● a
proposal to amend Greencity’s Amended and Restated Memorandum and Articles
of Association to extend the date by which Greencity must consummate a business combination (the “Extension”) to October 28,
2022 (the “Extended Date”), by amending the Amended and Restated Memorandum and Articles of Association to delete the existing
Article 48.7 and Article 48.8 thereof and replacing them with the new Article 48.7 and Article 48.8 in the form set forth in Annex
A of the accompanying proxy statement (the “Extension Proposal”); and
● a
proposal to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or
dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary
General Meeting, there are not sufficient votes to approve the Extension Proposal (the “Adjournment Proposal”). |
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The
Extension Proposal is essential to the overall implementation of our Board’s plan to extend the date by which we have to complete
a business combination. Approval of the Extension Proposal is a condition to the implementation of the Extension. |
Q.
Why is the Company proposing the Extension Proposal? |
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A. |
Greencity’s Amended and Restated Memorandum
and Articles of Association provides for the return of the IPO proceeds held in trust to public shareholders if there is no qualifying
business combination consummated on or before April 28, 2022.
While Greencity is currently in discussions
with respect to business combination opportunities, Greencity has not yet executed a definitive agreement for an initial business
combination. Greencity does not expect be able to consummate such a business combination by April 28, 2022.
Because Greencity may not be able to conclude
an initial business combination within the permitted time period, Greencity has determined to seek shareholder approval to extend
the date by which Greencity must complete an initial business combination. |
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Q.
Why should I vote for the Extension Proposal? |
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A. |
The Board believes that given Greencity’s
expenditure of time, effort and money on finding an initial business combination, circumstances warrant providing public shareholders
an opportunity to consider an initial business combination to date. Accordingly, our Board is proposing the Extension Proposal to
extend the date by which Greencity must complete an initial business combination until the Extended Date and to allow for the Election.
Greencity’s Amended and Restated Memorandum
and Articles of Association require the affirmative vote of the holders of at least two-thirds (2/3) of the Company’s ordinary
shares which are present (in person or by proxy) and which vote at the Extraordinary General Meeting in order to effect an amendment
to certain of its provisions, including any amendment that would extend its corporate existence beyond April 28, 2022, except in
connection with, and effective upon consummation of, an initial business combination. We believe that these Amended and Restated
Memorandum and Articles of Association provisions were included to protect Greencity shareholders from having to sustain their investments
for an unreasonably long period if Greencity failed to find a suitable initial business combination in the timeframe contemplated
by the Amended and Restated Memorandum and Articles of Association. We also believe, however, that given Greencity’s expenditure
of time, effort and money on the potential business combinations with the targets it has identified, circumstances warrant providing
those who would like to consider whether a potential business combination with one or more of such targets is an attractive investment
with an opportunity to consider such transaction, inasmuch as Greencity is also affording shareholders who wish to redeem their Public
Shares the opportunity to do so, as required under its Amended and Restated Memorandum and Articles of Association. Accordingly,
we believe the Extension is consistent with Greencity’s Amended and Restated Memorandum and Articles of Association and IPO
prospectus. |
Q.
How do the Greencity insiders intend to vote their shares? |
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A. |
All of Greencity’s directors, executive
officers, initial shareholders and their respective affiliates are expected to vote any ordinary shares over which they have voting
control (including any Public Shares owned by them) in favor of the Extension Proposal and the Adjournment Proposal.
Greencity’s directors, executive officers,
initial shareholders and their respective affiliates are not entitled to redeem the founder shares which include 1,000,000 ordinary
shares initially issued to the Sponsor for an aggregate purchase price of $25,000. Public Shares purchased on the open market by
Greencity’s directors, executive officers and their respective affiliates may be redeemed. On the Record Date, Greencity’s
directors, executive officers, initial shareholders and their affiliates beneficially owned and were entitled to vote 1,000,000 founder
shares and 260,000 private placement units, representing approximately 29.57% of Greencity’s issued and outstanding ordinary
shares.
Greencity’s directors, executive officers,
initial shareholders and their affiliates may choose to buy Public Shares in the open market and/or through negotiated private purchases.
In the event that purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted
against the Extension Proposal. Any Public Shares held by or subsequently purchased by affiliates of Greencity may be voted in favor
of the Extension Proposal. |
Q.
Will you seek any further extensions to liquidate the trust account? |
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A. |
Other than the extension until the Extended
Date as described in this proxy statement, Greencity does not anticipate, but is not prohibited from, seeking the requisite shareholder
consent to any further extension to consummate a business combination. Greencity has provided that all holders of Public Shares,
whether they vote for or against the Extension Proposal, or whether they were holders of Greencity ordinary shares on the Record
Date or acquired such shares after such date, may elect to redeem their Public Shares into their pro rata portion of the trust account
and should receive the funds shortly after the Extraordinary General Meeting. Those holders of Public Shares who elect not to redeem
their shares now shall retain redemption rights with respect to the initial business combinations, or, if no future business combination
is brought to a vote of the shareholders or if a business combination is not completed for any reason, such holders shall be entitled
to the pro rata portion of the trust account on the Extended Date upon a liquidation of the Company.
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Q.
What happens if the Extension Proposal is not approved? |
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A. |
If the Extension Proposal is not approved
and we have not consummated an initial business combination by April 28, 2022, or if the Extension Proposal is approved and we have
not consummated an initial business combination by the Extended Date, we will (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Public Shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which
interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of
then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and
dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will
expire worthless if we fail to complete our initial business combination by April 28, 2022.
Our sponsor, officers and directors have
entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust
account with respect to their founder shares and private placement shares if we fail to complete our initial business combination
by April 28, 2022. |
Q.
If the Extension Proposal is approved, what happens next? |
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A. |
If the Extension Proposal is approved, the
Company has until the Extended Date to complete its initial business combination.
If the Extension Proposal is approved, we
will remove the Withdrawal Amount from the trust account, deliver to the holders of redeemed Public Shares their portion of the Withdrawal
Amount and retain the remainder of the funds in the trust account for our use in connection with consummating a business combination
on or before the Extended Date.
We may not implement the Extension if we
would not have at least $5,000,001 of net tangible assets following approval of the Extension Proposal, after taking into account
the Election.
If the Extension Proposal is approved and
the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will reduce
the amount held in the trust account following the Election. We cannot predict the amount that will remain in the trust account if
the Extension Proposal is approved and the amount remaining in the trust account may be only a small fraction of the current amount
that was in the trust account as of the Record Date. In such event, we may need to obtain additional funds to complete an initial
business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.
The Company will remain a reporting company
under the Securities Exchange Act of 1934 (the “Exchange Act”) and its units, ordinary shares, and warrants will remain
publicly traded.
If the Extension Proposal is approved and
public shareholders elect to redeem their Public Shares, the removal of the Withdrawal Amount from the trust account will reduce
the amount remaining in the trust account and increase the percentage interest of Greencity’s ordinary shares held by Greencity’s
officers, directors, initial shareholders and their affiliates. |
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Q.
Who bears the cost of soliciting proxies? |
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A. |
The
Company will bear the cost of soliciting proxies and will reimburse brokerage firms and others for expenses involved in forwarding
proxy materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, the Company, through their
respective directors and officers, may solicit proxies in person, by telephone or by electronic means. Such directors and officers
will not receive any Extraordinary General remuneration for these efforts. We have retained Advantage Proxy, Inc. (“Advantage
Proxy”) to assist us in soliciting proxies. If you have questions about how to vote or direct a vote in respect of your shares,
you may contact Advantage Proxy at (877) 870-8565 (toll free) or by email at ksmith@advantageproxy.com. The Company has agreed
to pay Advantage Proxy a fee and expenses, for its services in connection with the Extraordinary Annual Meeting. |
Q.
How do I change my vote? |
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A. |
If
you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy
card to Greencity’s Secretary prior to the date of the Extraordinary General Meeting or by voting online at the Extraordinary
General Meeting. Attendance at the Extraordinary General Meeting alone will not change your vote. You also may revoke your proxy
by sending a notice of revocation to 505 Eshan Road ,Floor 6, Pudong New District, Shanghai, 200120, Attn: Secretary. |
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If my shares are held in “street name,” will my broker automatically vote them for me? |
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A. |
No. If you do not give instructions to your
broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary”
items. We believe that each of the proposals are “non-discretionary” items.
Your broker can vote your shares with respect
to “non-discretionary items” only if you provide instructions on how to vote. You should instruct your broker to vote
your shares. Your broker can tell you how to provide these instructions. If you do not give your broker instructions, your shares
will be treated as broker non-votes and will have the effect of a vote “AGAINST” the Extension Proposal and will have
no effect on the other proposals.
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What is a quorum requirement? |
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A. |
A quorum of shareholders is necessary to
hold a valid Meeting. A quorum will be present for the Extraordinary General Meeting if there are present in person or by proxy not
less than a majority of the Company’s ordinary shares present at the Meeting in person or by proxy.
Your shares will be counted towards the quorum
only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you attend the
Extraordinary General Meeting online. Abstentions will be counted towards the quorum requirement. If there is no quorum, the chairman
of the Extraordinary General Meeting may adjourn the Extraordinary General Meeting to another date.
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Who can vote at the Extraordinary General Meeting? |
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A. |
Only holders of record of Greencity’s
ordinary shares at the close of business on March 4, 2022 (the “Record Date”) are entitled to have their vote counted at the
Extraordinary General Meeting and any adjournments or postponements thereof. On the Record Date, 4,260,000 ordinary shares were issued
and outstanding and entitled to vote.
Shareholder of Record: Shares Registered
in Your Name. If on the Record Date your shares were registered directly in your name with Greencity’s transfer agent, Continental
Stock Transfer & Trust Company, then you are a shareholder of record. As a shareholder of record, you may vote online at the
Extraordinary General Meeting or vote by proxy. Whether or not you plan to attend the Extraordinary General Meeting online, we urge
you to fill out and return the enclosed proxy card to ensure your vote is counted.
Beneficial Owner: Shares Registered in the
Name of a Broker or Bank. If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage
firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name”
and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your
broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting
online. However, since you are not the shareholder of record, you may not vote your shares online at the Extraordinary General Meeting
unless you request and obtain a valid proxy from your broker or other agent.
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Does
the Board recommend voting for the approval of the Extension Proposal and the Adjournment Proposal? |
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A. |
Yes. After careful consideration of the
terms and conditions of these proposals, the Board has determined that the Extension Proposal and the Adjournment Proposal are fair to
and in the best interests of Greencity and its shareholders. The Board recommends that Greencity’s shareholders vote “FOR”
the Extension Proposal and “FOR” the Adjournment Proposal. |
Q
What interests do the Company’s sponsor, directors and officers have in the approval of the proposals? |
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A. |
Greencity’s directors, officers,
initial shareholders and their affiliates have interests in the proposals that may be different from, or in addition to, your
interests as a shareholder. These interests include ownership of certain securities of the Company. See the Article entitled
“The Extension Proposal — Interests of Greencity’s Sponsor, Directors and Officers.”
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Q
What happens to the Greencity warrants if the Extension Proposal is not approved? |
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A. |
If the Extension Proposal is not approved,
we will automatically wind up, liquidate and dissolve effective starting on April 28, 2022. In such event, your warrants will become
worthless.
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What happens to the Greencity warrants if the Extension Proposal is approved? |
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A. |
If the Extension Proposal is approved, Greencity
will continue to attempt to consummate an initial business combination with potential targets until the Extended Date, and will retain
the blank check company restrictions previously applicable to it. The warrants will remain outstanding in accordance with their terms.
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What do I need to do now? |
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A. |
Greencity urges you to read carefully and
consider the information contained in this proxy statement, including Annex A, and to consider how the proposals will affect
you as a Greencity shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy
statement and on the enclosed proxy card.
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How do I attend a Virtual Annual Meeting? |
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A. |
You will need your control number for access.
If you are a registered holder and you do not have your control number, contact Continental Stock Transfer & Trust Company at
the phone number or e-mail address below. Beneficial investors who hold shares through a bank, broker or other intermediary, will
need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer & Trust Company
to have a control number generated. Continental Stock Transfer & Trust Company contact information is as follows: 917-262-2373,
or email proxy@continentalstock.com.
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How do I vote? |
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A. |
If you are a holder of record of Greencity
Public Shares, you may vote online at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting.
Whether or not you plan to attend the Extraordinary General Meeting online, we urge you to vote by proxy to ensure your vote is counted.
You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed
postage paid envelope. You may still attend the Extraordinary General Meeting and vote online if you have already voted by proxy.
If your shares of Greencity are held in “street
name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account.
You are also invited to attend the Extraordinary General Meeting online. However, since you are not the shareholder of record, you may
not vote your shares online at the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other
agent. |
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How do I exercise my redemption rights? |
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A. |
If the Extension is implemented, each public
shareholder may seek to redeem such shareholder’s Public Shares for its pro rata portion of the funds available in the trust
account, less any income taxes owed on such funds but not yet paid. You will also be able to redeem your Public Shares in connection
with any shareholder vote to approve a proposed business combination, or if the Company has not consummated an initial business combination
by the Extended Date.
To demand redemption of your Public Shares,
you must ensure your bank or broker complies with the requirements identified elsewhere herein.
In connection with tendering your shares for
redemption, you must elect either to physically tender your share certificates to Continental Stock Transfer & Trust Company,
the Company’s transfer agent, at Continental Stock Transfer & Trust Company, One State Street Plaza, 30th Floor, New York,
New York 10004-1561, at least two (2) business days prior to the Extraordinary General Meeting or to deliver your shares to the
transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which
election would likely be determined based on the manner in which you hold your shares.
Certificates that have not been tendered
in accordance with these procedures at least two (2) business days prior to the Extraordinary General Meeting will not be redeemed
for cash. In the event that a public shareholder tenders its shares and decides prior to the Extraordinary General Meeting that it
does not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your shares for redemption to our transfer
agent and decide prior to the Extraordinary General Meeting not to redeem your shares, you may request that our transfer agent return
the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above.
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What should I do if I receive more than one set of voting materials? |
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A. |
You may receive more than one set of voting
materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares
are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one
brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please
complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect
to all of your Greencity shares.
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Who can help answer my questions? |
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A. |
If you have questions about the proposals
or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:
Greencity Acquisition Corporation
505 Eshan Road, Floor 6,
Pudong New District,
Shanghai, 200120
Phone: (86) 21-2025 7919
Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Toll Free: (877) 870-8565
Collect: (206) 870-8565
You may also obtain additional information
about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More
Information.” |
FORWARD-LOOKING STATEMENTS
We believe that some of
the information in this proxy statement constitutes forward-looking statements. You can identify these statements by forward-looking
words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,”
“estimate,” “intends,” and “continue” or similar words. You should read statements that contain
these words carefully because they:
• discuss
future expectations;
• contain
projections of future results of operations or financial condition; or
• state
other “forward-looking” information.
We believe
it is important to communicate our expectations to our shareholders. However, there may be events in the future that we are not able
to predict accurately or over which we have no control. The cautionary language discussed in this proxy statement provide examples of
risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking
statements, including, among other things, claims by third parties against the trust account, unanticipated delays in the distribution
of the funds from the trust account and Greencity’s ability to finance and consummate any proposed business combination. You are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.
All forward-looking
statements included herein attributable to Greencity or any person acting on Greencity’s behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and
regulations, Greencity undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the
date of this proxy statement or to reflect the occurrence of unanticipated events.
BACKGROUND
We are a blank check company
incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses.
On July 28, 2020, we consummated
the IPO of 4,000,000 units (each, a “Unit” and collectively, the “Units”). Each Unit consists of one ordinary
share of the Company, par value $0.0001 per share, and one redeemable warrant of the Company, with each such warrant entitling the holder
thereof to purchase one-half of one ordinary share for $11.50 per share. The units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $40,000,000. Simultaneously with the closing of the IPO, the Company completed the private sale of an
aggregate of 260,000 units (the “Private Placement Units”) to Cynthia Management Corporation at a purchase price of
$10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,600,000.
On July 24, 2020, our
units commenced trading on the NASDAQ Capital Market, or NASDAQ, under the symbol “GRCYU”. Commencing August 28, 2020, the
ordinary shares and warrants are separately traded on NASDAQ under the symbols “GRCY” and “GRCYW,” respectively.
The aggregate
market value of the ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the Company, computed
by reference to the closing sales price for the ordinary shares on March 4, 2022 (Record Date), as reported on The Nasdaq Capital Market,
was approximately $10.36.
In February 2019, our
sponsor, Cynthia Management Corporation, purchased an aggregate of 1,150,000 founder shares for an aggregate purchase price of $25,000,
or approximately $0.02 per share. An aggregate of 150,000 ordinary shares were forfeited subsequently.
The net
proceeds of the IPO plus the proceeds of the sale of the private placement units were deposited in the trust account.
As of March 4, 2022 (the
Record Date), we had approximately $41,553,641.15 in the trust account. As of March 4, 2022, $11,329.75 of cash was held outside of the
trust account and is available for working capital purposes.
On July 28, 2020, Greencity
amended its Third Amended and Restated Promissory Note (the “Note”), dated June 10, 2020, in the principal amount up to $500,000
to Sponsor, pursuant to which the Maturity Date of the Note is extended to the consummation of our initial business combination. As of
August 3, 2020, $394,590 has been borrowed under the Note.
The mailing address of Greencity’s
principal executive office is 505 Eshan Road, Floor 6, Pudong New District, Shanghai, China 200120, and its telephone number is (+86)
21-20257919.
Greencity
is currently in discussions to complete a business combination that will qualify as an initial business combination under its Amended
and Restated Memorandum and Articles of Association. In the event that Greencity enters into a definitive agreement for a business combination
prior to the Extraordinary General Meeting, Greencity will issue a press release and file a Current Report on Form 8-K with the SEC announcing
the definitive agreement for the proposed business combination.
You are
not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your Public
Shares, you will retain the right to vote on any proposed business combination if and when it is submitted to shareholders and the right
to redeem your Public Shares for a pro rata portion of the trust account in the event such business combination is approved
and completed or the Company has not consummated a business combination by the Extended Date.
THE EXTENSION PROPOSAL
The Extension Proposal
Greencity
is proposing to amend its Amended and Restated Memorandum and Articles of Association to extend the date by which Greencity must consummate
an initial business combination from April 28, 2022 to October 28, 2022.
The Extension
Proposal is essential to the overall implementation of the Board’s plan to allow Greencity more time to complete its initial business
combination. Approval of the Extension Proposal is a condition to the implementation of the Extension.
If the Extension Proposal
is not approved and we have not consummated an initial business combination by April 28, 2022, or if the Extension Proposal is approved
and we have not consummated an initial business combination by the Extended Date, we will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Public Shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which
interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then
issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve,
subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we
fail to complete our initial business combination by April 28, 2022.
A copy of
the proposed amendment to the Amended and Restated Memorandum and Articles of Association of Greencity is attached to this proxy statement
as Annex A.
The full text of the Extension
Proposal resolution is set forth in Annex A.
Reasons for the Extension Proposal
The Company’s
IPO prospectus and Amended and Restated Memorandum and Articles of Association provide that the Company has until April 28, 2022 to effect
a business combination under its terms. While we are currently in discussions regarding initial business combination opportunities, our
Board currently believes that there will not be sufficient time before April 28, 2022 to complete such initial business combination.
The Company’s IPO prospectus and Amended and Restated Memorandum and Articles of Association provide that the affirmative vote
of the holders of at least two-thirds (2/3) of the Company’s ordinary shares entitled to vote which are present (in person or by
proxy) at the Extraordinary General Meeting and which vote on the Extension Proposal is required to extend our corporate existence for
an additional six (6) months to October 28, 2022, except in connection with, and effective upon, consummation of a business combination.
Additionally, our IPO prospectus and Amended and Restated Memorandum and Articles of Association provide for all public shareholders
to have an opportunity to redeem their Public Shares in the case our corporate existence is extended as described above. Because we continue
to believe that a business combination would be in the best interests of our shareholders, and because we will not be able to conclude
a business combination within the permitted time period, the Board has determined to seek shareholder approval to extend the date by
which we must complete a business combination beyond April 28, 2022 to the Extended Date. We intend to hold another shareholder meeting
prior to the Extended Date in order to seek shareholder approval of a proposed initial business combination.
We believe
that the foregoing Amended and Restated Memorandum and Articles of Association provision was included to protect the Company’s
public shareholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable
initial business combination in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association. We also
believe, however, that given the Company’s expenditure of time, effort and money on finding an initial business combination thus
far, circumstances warrant providing public shareholders an opportunity to consider an initial business combination.
If the Extension Proposal is Not Approved
If the Extension
Proposal is not approved and we do not consummate an initial business combination by April 28, 2022 in accordance with our Amended and
Restated Memorandum and Articles of Association, we will automatically wind up, dissolve and liquidate starting on April 28, 2022.
The holders
of the founder shares have waived their rights to participate in any liquidation distribution with respect to such founder shares. There
will be no distribution from the trust account with respect to Greencity’s warrants, which will expire worthless in the event we
wind up.
If the Extension Proposal is Approved
If the Extension
Proposal is approved, Greencity will file an amended and restated Memorandum and Articles of Association in accordance with the Cayman
Island law, incorporating the amendment set forth in Annex A hereto. Greencity will remain a reporting company under
the Exchange Act and its Units, issued and outstanding Public Shares, and warrants will remain publicly traded. Greencity will then continue
to work to execute a definitive agreement for an initial business combination and complete such a business combination by the Extended
Date.
If the Extension Proposal
is approved, but Greencity does not consummate an initial business combination by the Extended Date (October 28, 2022), we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided
by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate
and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire
worthless if we fail to complete our initial business combination by April 28, 2022.
Approval
of the Extension Proposal will constitute consent for the Company to (i) remove from the trust account the Withdrawal Amount; and (ii)
deliver to the holders of such redeemed Public Shares their portion of the Withdrawal Amount. The remainder of such funds shall remain
in the trust account and be available for use by the Company to complete an initial business combination on or before the Extended Date.
Holders of Public Shares who do not redeem their Public Shares now will retain their redemption rights and their ability to vote on a
business combination through the Extended Date if the Extension Proposal is approved.
You are
not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your Public
Shares, you will retain the right to vote on any proposed business combination when it is submitted to shareholders and the right to
redeem your Public Shares for a pro rata portion of the trust account in the event such business combination is approved
and completed or the Company has not consummated a business combination by the Extended Date.
If the Extension
Proposal is approved, and the Extension is implemented, the removal of the Withdrawal Amount from the trust account will reduce the amount
held in the trust account and Greencity’s net asset value based on the number of shares that seek redemption. Greencity cannot
predict the amount that will remain in the trust account if the Extension Proposal is approved. However, we will not proceed if we do
not have at least $5,000,001 of net tangible assets following approval of the Extension Proposal and the Election by public shareholders
to redeem their Public Shares.
Redemption Rights
If the Extension
Proposal is approved, the Company will provide the public shareholders making the Election, the opportunity to receive, at the time the
Extension Proposal becomes effective, and in exchange for the surrender of their shares, a pro rata portion of the funds
available in the trust account, less any income taxes owed on such funds but not yet paid. Greencity has provided that all holders of
Public Shares, whether they vote for or against the Extension Proposal, or whether they were holders of Greencity ordinary shares on
the record date or acquired such shares after such date, may elect to redeem their Public Shares into their pro rata portion of the trust
account and should receive the funds shortly after the Extraordinary General Meeting. You will also be able to redeem your Public Shares
in connection with any shareholder vote to approve a proposed business combination, or if the Company has not consummated a business
combination by the Extended Date.
TO DEMAND
REDEMPTION, YOU MUST ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR
SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION PROPOSAL. You will only be entitled to receive cash in connection
with a redemption of these shares if you continue to hold them until the effective date of the Extension Proposal.
In connection
with tendering your shares for redemption, you must elect either to physically tender your share certificates to Continental Stock Transfer
& Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, One State Street Plaza, 30th
Floor, New York, New York 10004-1561, Attn: Francis Wolf, at least two (2) business days prior to the vote for the Extension Proposal
or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At
Custodian) System, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical
or electronic delivery prior to the vote at the Extraordinary General Meeting ensures that a redeeming holder’s election is irrevocable
once the Extension Proposal are approved. In furtherance of such irrevocable election, shareholders making the Election will not be able
to tender their shares after the vote at the Extraordinary General Meeting.
Through the DWAC
system, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its shares
are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through
the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a
shareholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to
facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating
the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the
broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that
shareholders should generally allot at least two (2) weeks to obtain physical certificates from the transfer agent. The Company does
not have any control over this process or over the brokers or DTC, and it may take longer than two (2) weeks to obtain a physical
share certificate. Such shareholders will have less time to make their investment decision than those shareholders that deliver
their shares through the DWAC system. Shareholders who request physical share certificates and wish to redeem may be unable to meet
the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their
shares.
Certificates
that have not been tendered in accordance with these procedures prior to the vote for the Extension Proposal will not be redeemed for
a pro rata portion of the funds held in the trust account. In the event that a public shareholder tenders such holder’s shares
and decides prior to the vote at the Extraordinary General Meeting that it does not want to redeem its shares, the shareholder may withdraw
the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Extraordinary General
Meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may
make such request by contacting our transfer agent at the address listed above. In the event that a public shareholder tenders shares
and the Extension Proposal is not approved or are abandoned, these shares will not be redeemed and the physical certificates representing
these shares will be returned to the shareholder promptly following the determination that the Extension Proposal will not be approved
or will be abandoned. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote
to approve the Extension Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension
Proposal. The transfer agent will hold the certificates of public shareholders that make the election until such shares are redeemed
for cash or returned to such shareholders.
If properly
demanded, the Company will redeem each public share for a pro rata portion of the funds available in the trust account,
less any income taxes owed on such funds but not yet paid, calculated as of two (2) business days prior to the Extraordinary General
Meeting. The closing price of Geencity’s shares on the Record Date, March 4, 2022 was $10.36.
If you exercise
your redemption rights, you will be exchanging your Public Shares for cash and will no longer own such shares. You will be entitled to
receive cash for such shares only if you properly demand redemption and tender your share certificate(s) to the Company’s transfer
agent at least two (2) business days prior to the Extraordinary General Meeting. If the Extension Proposal is not approved or if they
are abandoned, such shares will be returned promptly following the Extraordinary General Meeting as described above.
The Board’s Reasons for the Extension Proposal
If the Extension
Proposal is approved by the requisite vote of shareholders, after the Withdrawal Amount has been removed from the trust account, the
remaining holders of Public Shares will retain their right to redeem their shares for a pro rata portion of the funds available in the
trust account upon consummation of the Company’s initial business combination. In addition, public shareholders who vote for the
Extension Proposal and do not elect to exercise their redemption rights will have the opportunity to participate in any liquidation distribution
if the Company has not completed such business combination by the Extended Date. However, the Company will not proceed with the Extension
Proposal, if after the Election, the Company fails to have net tangible assets greater than $5,000,001.
As discussed
above, after careful consideration of all relevant factors, our Board has determined that the Extension Proposal is fair to, and in the
best interests of, Greencity and its shareholders. The Board has approved and declared advisable adoption of the Extension Proposal and
recommends that you vote “FOR” such adoption. The Board expresses no opinion as to whether you should redeem your Public
Shares.
Interests of Greencity’s Sponsor, Directors
and Officers
When you
consider the recommendation of our Board, you should keep in mind that our sponsor, executive officers and members of our Board have
interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:
• the
fact that our sponsor holds 1,000,000 founder shares and 260,000 private placement units that would expire worthless if a business combination
is not consummated;
• In
order to finance transaction costs in connection with an intended initial business combination, our initial shareholders, officers, directors
or their affiliates may, but are not obligated to, loan us funds as may be required. In the event that the initial business combination
does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds
from our trust account would be used for such repayment. Such loans would be evidenced by promissory notes. Such promissory notes would
either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000
of the notes may be converted upon consummation of our business combination into additional private units at a price of $10.00
per unit (which, for example, would result in the holders being issued 150,000 ordinary shares if $1,500,000 of such notes were so converted,
as well as 150,000 warrants to purchase 75,000 shares).
• the
fact that, if the trust account is liquidated, including in the event we are unable to complete an initial business combination within
the required time period, the sponsor has agreed to indemnify us to ensure that the proceeds in the trust account are not reduced below
$10.00 per public share, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims
of any third party for services rendered or products sold to us, but only if such a third party or target business has not executed a
waiver of any and all rights to seek access to the trust account; and
All of the
current members of our Board are expected to continue to serve as directors of the Company at least through the date of the Extraordinary
General Meeting to vote on a proposed business combination and may even continue to serve following any potential business combination
and receive compensation thereafter.
Required Vote
Approval
of the Extension Proposal requires the affirmative vote of holders of at least two-thirds (2/3) of the Company’s ordinary shares
issued and outstanding and entitled to vote and which are present (in person or by proxy) at the Extraordinary General Meeting and which
voted on the Extension Proposal. Abstentions, which are not votes cast, will have no effect with respect to approval of this Proposal.
All of Greencity’s
directors, executive officers and their affiliates are expected to vote any shares owned by them in favor of the Extension Proposal.
On the Record Date, directors and executive officers of Greencity and their affiliates beneficially owned and were entitled to vote 1,260,000 ordinary
shares of Greencity representing approximately 29.57% of Greencity’s issued and outstanding ordinary shares.
In addition,
Greencity’s directors, executive officers and their affiliates may choose to buy Units or ordinary shares of Greencity in the open
market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares
from shareholders who would otherwise have voted against the Extension Proposal and elected to redeem their shares for a portion of the
trust account. Any shares of Greencity held by affiliates will be voted in favor of the Extension Proposal. As th Extension Proposal
is not a “routine” matter, brokers will not be permitted to exercise discretionary voting on this proposal.
Recommendation of the Board
The Board
recommends that you vote “FOR” the Extension Proposal. The Board expresses no opinion as to whether you should elect to redeem
your Public Shares.
THE ADJOURNMENT PROPOSAL
The Adjournment
Proposal, if adopted, will request the chairman of the Extraordinary General Meeting (who has agreed to act accordingly) to adjourn
the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will
only be presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the
Extraordinary General Meeting to approve the Extension Proposal. If the adjournment proposal is not approved by our shareholders, it
is agreed that the chairman of the Meeting shall not adjourn the Extraordinary General Meeting to a later date in the event, based
on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension
Proposal.
The full text of the Adjournment
Proposal is set forth in Annex A.
Required Vote
The affirmative
vote of a majority of the Company’s ordinary shares present (in person or by proxy) and voting on the Adjournment Proposal at the
Extraordinary General Meeting will be required to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary
General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated
vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Proposal. Abstentions
will have no effect with respect to approval of this Adjournment Proposal. As this proposal is not a “routine” matter, brokers
will not be permitted to exercise discretionary voting on this proposal.
Recommendation
The Board
recommends that you vote “FOR” the Adjournment Proposal.
THE EXTRAORDINARY GENERAL MEETING
Date,
Time and Place. The Extraordinary Annual Meeting of Greencity’s shareholders will be held at 10:00 a.m., Eastern Time on
April 18, 2022 on a virtual basis.
Voting
Power; Record Date. You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting, if you owned Greencity
ordinary shares at the close of business on March 4, 2022, the Record Date for the Extraordinary General Meeting. You will have one
(1) vote per proposal for each Greencity share you owned at that time. Greencity warrants do not carry voting rights.
Votes
Required. The affirmative vote of the holders of at least two-thirds (2/3) of the Company’s ordinary shares issued and outstanding
and entitled to vote which are present (in person or by proxy) at the Extraordinary General Meeting and which vote on the Extension Proposal
will be required to approve the Extension Proposal. The affirmative vote of a majority of the Company’s ordinary shares issued
and outstanding and entitled to vote which are present (in person or by proxy) at the Extraordinary General Meeting and are voted will
be required to approve the Adjournment Proposal. Abstentions, which are not votes cast, will have no effect with respect to approval
of these proposals. As these proposals are not “routine” matters, brokers will not be permitted to exercise discretionary
voting on these proposals.
At the close
of business on the Record Date, there were 4,260,000 issued and outstanding ordinary shares of Greencity each of which entitles its holder
to cast one (1) vote per proposal.
If you do
not want the Extension Proposal approved, you should vote against such Proposal. If you want to obtain your pro rata portion of the trust
account in the event the Extension is implemented, which will be paid within ten (10) business days after the shareholder Meeting which
is scheduled for April 18, 2022, you must vote for or against the Extension Proposal and demand redemption of your shares.
Proxies; Board Solicitation.
Your proxy is being solicited by the Board on the proposal to approve the Extension Proposal being presented to shareholders at the Extraordinary
General Meeting. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may be solicited in person
or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares online at the Extraordinary General Meeting.
We have retained
Advantage Proxy, Inc. (“Advantage Proxy”) to assist us in soliciting proxies. If you have questions about how to vote or
direct a vote in respect of your shares, you may contact Advantage Proxy at (877) 870-8565 (toll free). The Company has agreed to
pay Advantage Proxy a fee of $7,500 and expenses, for its services in connection with the Extraordinary General Meeting.
MANAGEMENT
Directors and Executive Officers
Our directors and officers are as follows:
Name | |
Age | |
Position |
Jinlong Liu | |
31 | |
Chairman and Chief Executive Officer |
Panyan Yu | |
31 | |
Chief Financial Officer |
Anxin Wang | |
47 | |
Director |
Zhijie Wang | |
36 | |
Director |
Chao Liu | |
38 | |
Director |
Jinlong
Liu, our Chairman since December 2019, has been serving as chairman of Shanghai Midai Investment Group, an investment group in Shanghai,
focusing on auto finance, real estate investment and investments relating to logistics, tourism and individual transportation, since
August 2016. Mr. Liu has also served as chief executive officer of Shanghai Midai Automobile Corp., a subsidiary of Shanghai Midai Investment
Group, dealing with auto sales, rental, finance and repairs, as well as gasoline trade, since June 2015. From 2009 to 2015, Mr. Liu served
as the manager of Ye Chiu Resources Ltd., Extraordinary Generalizing in the manufacturing and exportation of aluminum materials in China.
From 2010 to 2012, Mr. Liu was employed by Jianhua Group Ltd., a trade, finance, retail and construction company in China. From 2012
to 2015, Mr. Liu was employed by Pingan Group., a finance group in China. Mr. Liu received his Bachelor of Environmental Engineering
degree from Jiangsu University. We believe Mr. Liu is qualified to serve on our Board of Directors because of his extensive management,
investment and financial background.
Ms. Panyan
Yu, age 31, has been a certified public accountant since May 2020 in Shanghai Pujiang Certified Public Accountants, which focuses on
corporate and government audit. From March 2019 to April 2020, Ms. Yu served as a Senior Investment Manager at Tojoy Holding, which focuses
on investment and post-investment management. From July 2017 to March 2018, Ms. Yu joined Datong Securities, which focuses on IPO, re-finance
and bond issuance. Ms. Yu received her bachelor degree from The University of Nottingham, Ningbo China, and was licensed as a CPA since
2016. Ms. Yu’s professional career over pass eight years has been in accounting and investment management roles at both Chinese
and foreign companies. We believe Ms. Yu is well qualified to serve as our Chief Financial Officer because of her extensive experience
and strong expertise in finance and investment.
Dr. Anxin
Wang, age 47, has served as General Manager of Strategic Development Division of Zhenyan Asset Management Company, in China since July
2020. From March 2018 to July 2020, Dr. Wang served as the Chairman of the Investment and Financing Committee of Deepblue Technology
Company in China. From February 2017 to February 2018, Dr. Wang served as Director of Industry Research in Pengxin Global Resource Company,
a listed company in China (stock code:600470). From April 2016 to February 2017, Dr. Wang served as senior director of Strategic Development
Center of Xiexin Holding Group in China. From June 2014 to April 2016, Dr. Wang served as General Manager of Research and Development
Center of Zhongtai Trust Company Ltd. Dr. Wang received his Bachelor of Economics degree from Shanghai University in 1998, Master of
Financial degree from East China Normal University in 2001, and Doctor of Financial degree from Fudan University in 2006. We believe
Dr. Wang is well qualified to serve on our Board of Directors and Chairman of Audit Committee because of his extensive business and management
experience in China.
Mr. Zhijie Wang, age
36, has served as secretary of the board of Jiangsu China Federation Transportation Industry Group Co., Ltd. since July 2020. From
April 2019 to June 2020, Mr. Wang has served as the secretary of board of directors of CAR-T (Shanghai) Biotechnology Co., Ltd.
Previously, Mr. Wang was secretary of the board of directors and director of Huatai Jewelry Development (Shanghai) Co., Ltd. from
October 2015 to March 2019. Prior to that, Mr. Wang was a manager of Shanghai SASAC from July 2008 to September 2015. Mr. Wang
received his MBA degree from Shanghai Fudan University in 2018 and his Bachelor of Business Management degree from Shanghai Maritime
University in 2008. We believe Mr. Wang is well qualified to serve on our Board of Directors because of his extensive experience and
strong expertise in finance, investment and capital markets.
Chao Liu
has served as a member of our Board of Directors since the effective date of the registration statement for our IPO. Mr. Liu has served
as the director of Shanghai Midai Investment Group since December 2018. From August 2016 to December 2018, Mr. Liu served as General
Manager of Zhong Fei Finance & Leasing Corp. From August 2015 to August 2016, he served as South China General Manager at Zhong Rong
International Trust Corp. From August 2006 to July 2015, he served as General Manager of Chengdu Chaotuo Culture Media Corp. Mr. Liu
received a B.A. in Business Administration Science from South West University of Finance and Economics in China. We believe Mr. Liu is
well qualified to serve on our Board of Directors because of his extensive business and management experience in China.
Director Independence
The NASDAQ
listing standards require that a majority of our Board of Directors be independent. An “independent director” is defined
generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer
of an organization that has a relationship with the company). We currently have three “independent directors” as defined
in the NASDAQ listing standards and applicable SEC rules prior to completion of our initial public offering. Our Board has determined
that each of Zhijie Wang, Anxin Wang and Chao Liu are independent directors under applicable SEC and NASDAQ rules. Our independent directors
will have regularly scheduled Meetings at which only independent directors are present.
Committees of the Board of Directors
Our Board
of Directors has two (2) standing committees: an Audit Committee and a Compensation Committee. Each committee operates under a charter
that has been approved by our Board. Subject to phase-in rules and a limited exception, NASDAQ rules and Rule 10A-3 of
the Exchange Act require that the Audit Committee of a listed company be comprised solely of independent directors, and NASDAQ rules require
that the Compensation Committee of a listed company be comprised solely of independent directors.
The members
of our Audit Committee are Messrs. Zhijie Wang, Anxin Wang and Chao Liu. Mr. Anxin Wang serves as chairman of the Audit Committee.
The members
of our Compensation Committee are Messrs. Zhijie Wang, Anxin Wang and Chao Liu. Mr. Zhijie Wang serves as chairman of the Compensation
Committee.