UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2023
☐ TRANSITION REPORT PURSUANT TO SECTION 13
or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________to ____________
Commission File Number: 001-34449
PLANET GREEN HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Nevada | | 87-0430320 |
(State or other jurisdiction of | | (I.R.S. Employer |
incorporation or organization) | | Identification Number) |
130-30 31st Ave, Suite 512
Flushing, NY 11354
(Address of principal executive office and zip
code)
(718) 799-0380
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.001 per share | | PLAG | | NYSE American |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during
the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the registrant’s common stock,
par value $0.001 per share, held by non-affiliates of the registrant (using the NYSE American closing price of $0.505 as of June 30, 2023,
the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $28.85 million.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the registrant’s
classes of common stock (ordinary shares), as of the latest practicable date: As of April 1, 2024, there were 72,081,930 common stock
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference
and the Part of the Form 10-K/A (e.g., Part I, Part II, etc.) into which the document is incorporated:
None.
EXPLANATORY NOTE
The registrant is filing this Amendment No. 1 to Annual Report
on Form 10-K/A (this “Amendment”) to amend the Annual Report on Form 10-K for the year ended December 31, 2023 (Commission
File No. 001-34449) (the “2023 Annual Report”), as filed by the registrant with the U.S. Securities and Exchange Commission
(the “SEC”) on April 1, 2024. This Amendment No. 1 on Form 10-K/A is being filed solely to add condensed consolidating schedules
that disaggregate operations and depict financial position as of December 31, 2023 and 2022, results of operations and cash flows for
the years ended December 31, 2023 and 2022 in Item 1. Business. The schedules also disaggregate the parent company, its variable interest
entity (the “VIE”), the WFOE that is the primary beneficiary of the VIE, and an aggregation of other entities that are consolidated.
Any intercompany amounts are presented on a gross basis.
In addition,
as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the registrant’s principal
executive officer and principal financial officer are filed as exhibits to this Amendment. Except as otherwise expressly noted herein,
there have been no changes in any of the financial or other disclosure information contained in the 2023 Annual Report. This Amendment
does not reflect events occurring after the filing of the original report (i.e., those events occurring after April 1, 2024) or modify
or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction
with the Original Form 10-K and with our filings with the SEC subsequent to the Original Form 10-K.
TABLE OF CONTENT
PART I
Use of Certain Defined Terms
In this annual report on Form 10-K/A:
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“Allinyson” refers to Allinyson Ltd., a company incorporated in the State of Colorado. |
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“Anhui Ansheng” refers to Anhui Ansheng Petrochemical Equipment Co., Ltd., a PRC limited liability company. |
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“Bless Chemical” refers to Bless Chemical Co., Ltd., a company incorporated in Hong Kong. |
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“China” and “PRC” refer to the People’s Republic of China including Hong Kong and Macau. |
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“Fast Approach” refers to Fast Approach Inc., a corporation incorporated under the laws of Canada. |
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“Hubei Bulaisi” or “WFOE” Refers to Hubei Bulaisi Technology Co., Ltd., a PRC limited liability company. |
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“Jiayi Technologies” or “WFOE” refers to Jiayi Technologies (Xianning) Co., Ltd., a PRC limited liability company and a wholly foreign-owned enterprise, formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd. |
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“Jilin Chuangyuan” refers to Jilin Chuangyuan Chemical Co., Ltd., a PRC limited liability company. |
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“Jingshan Sanhe” refers to Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd., a PRC limited liability company. |
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“Promising Prospect” refers to Promising Prospect HK Limited, a company incorporated in Hong Kong. |
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“Planet Green” refers to Planet Green Holdings Corp., a Nevada holding company. |
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“Promising Prospect BVI” refers to Promising Prospect Limited, formerly known as Planet Green Holdings Corporation, a British Virgin Islands company. |
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“RMB” refers to Renminbi, the legal currency of China. |
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“Shanghai Shuning” refers to Shanghai Shuning Advertising Co., Ltd., a PRC limited liability company. |
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“Shandong Yunchu” Refers to Shandong Yunchu Supply Chain Co., Ltd., PRC limited liability company. |
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“U.S. dollar”, “$” and “US$” refer to the legal currency of the United States. |
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“VIE” refers to our variable interest entity Jilin Chuanyuan. |
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“We,” “us”, “our,” and the “Company” refer to Planet Green Holdings Corp., a Nevada corporation, and, except where the context requires otherwise, our wholly-owned subsidiaries and VIE. |
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“Xianning Bozhuang” refers to Xianning Bozhuang Tea Products Co., Ltd., a PRC limited liability company. |
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“Shine Chemical” refers to Shine Chemical Co., Ltd., a company incorporated
in Cayman Islands. |
This report contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (“Exchange
Act”), including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies that are signified
by the words “expect,” “anticipate,” “intend,” “believe,” or similar language. All forward-looking
statements included in this document are based on information available to us on the date hereof, and the Company assume no obligation
to update any such forward-looking statements. Our business and financial performance are subject to substantial risks and uncertainties.
Actual results could differ materially from those projected in the forward-looking statements. Readers are cautioned not to place undue
reliance on these forward-looking statements.
ITEM 1. BUSINESS
Overview of Our Business
Planet Green Holdings Corp.
(the “Planet Green”), headquartered in Flushing, NY, is not an operating company in the PRC but a Nevada holding company
with its operations conducted through its subsidiaries in the PRC, U.S., Hong Kong and Canada (the “Subsidiaries”) and through
contractual arrangements with its variable interest entity, Jilin Chuanyuan (the “VIE”), which is a company incorporated
in the PRC. Planet Green is engaged in a number of diverse business activities, including consumer products, chemical products, and online
advertising and mobile game. The VIE is consolidated for accounting purpose only and Planet Green does not own any equity interest in
the VIE. Investors may never directly hold equity interests in the VIE. The VIE structure is used to provide investors with exposure
to foreign investment in China-based companies where Chinese law prohibits or limits direct foreign investment in the operating companies.
However, our contractual arrangements with the VIE are not equivalent of an investment in the VIE. Investors of our securities thus are
not purchasing equity interest in the VIE and their subsidiaries in China but instead are purchasing equity interest in a Nevada holding
company. Such VIE arrangement is not identical to owning such entities directly, and investors will own shares in a holding company with
contracts with the VIE and will not have any equity ownership of such VIE itself. The VIE arrangement may not be as effective as direct
ownership in providing us with control over the VIE. Direct ownership would allow us, for example, to directly or indirectly exercise
our rights as a shareholder to effect changes in the boards of directors, which, in turn, could affect changes, subject to any applicable
fiduciary obligations at the management level. However, under the VIE arrangement, as a legal matter, if the VIE or its shareholders
fail to perform their respective obligations under the VIE arrangement, we may have to incur substantial costs and expend significant
resources to enforce those arrangements and resort to litigation or arbitration and rely on legal remedies under PRC laws. These remedies
may include seeking specific performance or injunctive relief and claiming damages, any of which may not be effective. In the event we
are unable to enforce these VIE Agreements or we experience significant delays or other obstacles in the process of enforcing the VIE
arrangement, we may lose control over the assets owned by the VIE.
The reconciliation of the Parent company, VIE and WFOE’s
assets and liabilities as of December 31, 2023 are as follows:
| |
Parent Company | | |
VIE | | |
WFOE | | |
Other Companies | | |
Elimination | | |
Consolidated | |
Assets | |
| | |
| | |
| | |
| | |
| | |
| |
Current assets | |
| | |
| | |
| | |
| | |
| | |
| |
Cash and cash equivalents | |
$ | 61,301 | | |
$ | 33,103 | | |
$ | 28,469 | | |
$ | 313,510 | | |
$ | - | | |
$ | 436,383 | |
Trades accounts receivable, net | |
| - | | |
| 132,013 | | |
| - | | |
| 3,028,312 | | |
| - | | |
| 3,160,325 | |
Inventories | |
| - | | |
| 528,624 | | |
| - | | |
| 1,424,439 | | |
| - | | |
| 1,953,063 | |
Advances to suppliers | |
| - | | |
| 106,971 | | |
| - | | |
| 5,209,224 | | |
| - | | |
| 5,316,195 | |
Other receivables | |
| - | | |
| 25,280 | | |
| 602 | | |
| 324,102 | | |
| - | | |
| 349,984 | |
Other receivables-related parties | |
| - | | |
| - | | |
| - | | |
| 315,724 | | |
| - | | |
| 315,724 | |
Intercompany receivable | |
| 24,482,275 | | |
| 1,553,080 | | |
| 7,869,768 | | |
| 6,674,618 | | |
| (40,579,741 | ) | |
| - | |
Prepaid expenses | |
| - | | |
| - | | |
| 356,638 | | |
| 622,165 | | |
| - | | |
| 978,803 | |
Total current assets | |
| 24,543,576 | | |
| 2,379,071 | | |
| 8,255,477 | | |
| 17,912,094 | | |
| (40,579,741 | ) | |
| 12,510,477 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Non-current assets | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Plant and equipment, net | |
| - | | |
| 7,991,576 | | |
| 6,530,058 | | |
| 5,750,210 | | |
| - | | |
| 20,271,844 | |
Intangible assets, net | |
| - | | |
| 1,854,099 | | |
| - | | |
| 980,003 | | |
| - | | |
| 2,834,102 | |
Construction in progress, net | |
| - | | |
| 7,342 | | |
| - | | |
| 23,606 | | |
| - | | |
| 30,948 | |
Long-term investments | |
| 42,789,713 | | |
| - | | |
| 2,963,871 | | |
| 1,995,995 | | |
| (45,491,653 | ) | |
| 2,257,926 | |
Goodwill | |
| - | | |
| - | | |
| - | | |
| - | | |
| 4,724,699 | | |
| 4,724,699 | |
Total non-current assets | |
| 42,789,713 | | |
| 9,853,017 | | |
| 9,493,929 | | |
| 8,749,814 | | |
| (40,766,954 | ) | |
| 30,119,519 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total assets | |
$ | 67,333,289 | | |
$ | 12,232,088 | | |
$ | 17,749,406 | | |
$ | 26,661,908 | | |
$ | (81,346,695 | ) | |
$ | 42,629,996 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Liabilities and Stockholders’ Equity | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Current liabilities | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Accounts payable | |
$ | 241,799 | | |
$ | 565,582 | | |
$ | 196,346 | | |
$ | 2,594,520 | | |
$ | - | | |
$ | 3,598,247 | |
Advance from customers | |
| - | | |
| 7,723 | | |
| - | | |
| 2,456,596 | | |
| - | | |
| 2,464,319 | |
Taxes payable | |
| - | | |
| 16,363 | | |
| - | | |
| 1,226,697 | | |
| - | | |
| 1,243,060 | |
Other payables and accrued liabilities | |
| 7,500 | | |
| 3,115,764 | | |
| 543,372 | | |
| 843,556 | | |
| - | | |
| 4,510,192 | |
Other payables-related parties | |
| 2,103,312 | | |
| 1,307,260 | | |
| 1,802,328 | | |
| 2,120,645 | | |
| - | | |
| 7,333,545 | |
Intercompany payable | |
| 1,726,764 | | |
| 3,031,415 | | |
| 15,524,329 | | |
| 18,993,049 | | |
| (39,275,557 | ) | |
| - | |
Deferred income | |
| - | | |
| 21,178 | | |
| - | | |
| 15,156 | | |
| - | | |
| 36,334 | |
Total current liabilities | |
| 4,079,375 | | |
| 8,065,285 | | |
| 18,066,375 | | |
| 28,250,219 | | |
| (39,275,557 | ) | |
| 19,185,697 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Non-current liabilities | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Other long-term liabilities | |
| - | | |
| 161,669 | | |
| - | | |
| 30,312 | | |
| - | | |
| 191,981 | |
Loans-noncurrent | |
| - | | |
| 3,812,106 | | |
| - | | |
| - | | |
| - | | |
| 3,812,106 | |
Total non-current liabilities | |
| - | | |
| 3,973,775 | | |
| - | | |
| 30,312 | | |
| - | | |
| 4,004,087 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total liabilities | |
$ | 4,079,375 | | |
$ | 12,039,060 | | |
$ | 18,066,375 | | |
$ | 28,280,531 | | |
$ | (39,275,557 | ) | |
$ | 23,189,784 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Commitments and contingencies | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stockholders’ equity | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Preferred stock: $0.001 par value, 5,000,000 shares authorized; none issued
and outstanding as of December 31, 2023 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock: $0.001 par value, 200,000,000 shares authorized; 72,081,930
shares issued and outstanding as of December 31, 2023 | |
$ | 72,082 | | |
$ | 9,280,493 | | |
$ | 2,000,000 | | |
$ | 11,721,906 | | |
$ | (23,002,399 | ) | |
$ | 72,082 | |
Additional paid-in capital | |
| 158,820,596 | | |
| - | | |
| - | | |
| 5,127,194 | | |
| (8,244,815 | ) | |
| 155,702,975 | |
Accumulated deficit | |
| (95,638,764 | ) | |
| (8,200,410 | ) | |
| (2,410,476 | ) | |
| (29,555,423 | ) | |
| (4,919,524 | ) | |
| (140,724,597 | ) |
Accumulated other comprehensive income | |
| - | | |
| (887,055 | ) | |
| 93,507 | | |
| 11,087,700 | | |
| (5,904,400 | ) | |
| 4,389,752 | |
Total stockholders’ equity | |
$ | 63,253,914 | | |
$ | 193,028 | | |
$ | (316,969 | ) | |
$ | (1,618,623 | ) | |
$ | (42,071,138 | ) | |
$ | 19,440,212 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total liabilities and stockholders’
equity | |
$ | 67,333,289 | | |
$ | 12,232,088 | | |
$ | 17,749,406 | | |
$ | 26,661,908 | | |
$ | (81,346,695 | ) | |
$ | 42,629,996 | |
The reconciliation of the Parent company, VIE and WFOE’s
assets and liabilities as of December 31, 2022 are as follows:
| |
Parent Company | | |
VIE | | |
WFOE | | |
Other Companies | | |
Elimination | | |
Consolidated | |
Assets | |
| | |
| | |
| | |
| | |
| | |
| |
Current assets | |
| | |
| | |
| | |
| | |
| | |
| |
Cash and cash equivalents | |
$ | 628 | | |
$ | 39,815 | | |
$ | 21,894 | | |
$ | 31,150 | | |
$ | - | | |
$ | 93,487 | |
Trades accounts receivable, net | |
| - | | |
| 730,341 | | |
| - | | |
| 2,266,297 | | |
| - | | |
| 2,996,638 | |
Inventories | |
| - | | |
| 947,466 | | |
| - | | |
| 3,206,214 | | |
| - | | |
| 4,153,680 | |
Advances to suppliers | |
| - | | |
| 187,708 | | |
| - | | |
| 5,229,741 | | |
| - | | |
| 5,417,449 | |
Other receivables | |
| - | | |
| 65,531 | | |
| 47,679 | | |
| 300,105 | | |
| - | | |
| 413,315 | |
Other receivables-related parties | |
| - | | |
| - | | |
| - | | |
| 180,578 | | |
| - | | |
| 180,578 | |
Intercompany receivable | |
| 22,329,915 | | |
| 1,579,416 | | |
| 5,117,194 | | |
| 6,799,813 | | |
| (35,826,338 | ) | |
| - | |
Prepaid expenses | |
| - | | |
| - | | |
| 360,916 | | |
| 218,910 | | |
| - | | |
| 579,826 | |
Total current assets | |
| 22,330,543 | | |
| 3,550,277 | | |
| 5,547,683 | | |
| 18,232,808 | | |
| (35,826,338 | ) | |
| 13,834,973 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Non-current assets | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Plant and equipment, net | |
| - | | |
| 9,115,598 | | |
| 6,911,116 | | |
| 6,542,411 | | |
| - | | |
| 22,569,125 | |
Intangible assets, net | |
| - | | |
| 1,932,386 | | |
| - | | |
| 1,137,786 | | |
| - | | |
| 3,070,172 | |
Construction in progress, net | |
| - | | |
| 20,963 | | |
| - | | |
| 12,297 | | |
| - | | |
| 33,260 | |
Long-term investments | |
| 56,406,205 | | |
| - | | |
| 2,871,665 | | |
| 2,000,835 | | |
| (44,790,548 | ) | |
| 16,488,157 | |
Goodwill | |
| - | | |
| - | | |
| - | | |
| - | | |
| 4,724,699 | | |
| 4,724,699 | |
Total non-current assets | |
| 56,406,205 | | |
| 11,068,947 | | |
| 9,782,781 | | |
| 9,693,329 | | |
| (40,065,849 | ) | |
| 46,885,413 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total assets | |
$ | 78,736,748 | | |
$ | 14,619,224 | | |
$ | 15,330,464 | | |
$ | 27,926,137 | | |
$ | (75,892,187 | ) | |
$ | 60,720,386 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Liabilities and Stockholders’ Equity | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Current liabilities | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Loans-current | |
$ | - | | |
$ | 3,589,582 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 3,589,582 | |
Accounts payable | |
| 45,000 | | |
| 540,371 | | |
| 209,511 | | |
| 2,733,175 | | |
| - | | |
| 3,528,057 | |
Advance from customers | |
| - | | |
| 14,395 | | |
| - | | |
| 2,609,675 | | |
| - | | |
| 2,624,070 | |
Taxes payable | |
| - | | |
| 18,005 | | |
| - | | |
| 1,065,488 | | |
| - | | |
| 1,083,493 | |
Other payables and accrued liabilities | |
| 22,500 | | |
| 2,590,572 | | |
| 485,726 | | |
| 1,314,035 | | |
| - | | |
| 4,412,833 | |
Other payables-related parties | |
| 1,762,612 | | |
| 1,535,974 | | |
| 392,607 | | |
| 591,648 | | |
| - | | |
| 4,282,841 | |
Intercompany payable | |
| 1,726,764 | | |
| 3,082,819 | | |
| 13,545,030 | | |
| 16,341,336 | | |
| (34,695,949 | ) | |
| - | |
Deferred income | |
| - | | |
| 37,332 | | |
| - | | |
| 14,756 | | |
| - | | |
| 52,088 | |
Total current liabilities | |
| 3,556,876 | | |
| 11,409,050 | | |
| 14,632,874 | | |
| 24,670,113 | | |
| (34,695,949 | ) | |
| 19,572,964 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Non-current liabilities | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Other long-term liabilities | |
| - | | |
| 244,245 | | |
| - | | |
| 29,512 | | |
| - | | |
| 273,757 | |
Loans-noncurrent | |
| - | | |
| 287,167 | | |
| - | | |
| - | | |
| - | | |
| 287,167 | |
Total non-current liabilities | |
| - | | |
| 531,412 | | |
| - | | |
| 29,512 | | |
| - | | |
| 560,924 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total liabilities | |
$ | 3,556,876 | | |
$ | 11,940,462 | | |
$ | 14,632,874 | | |
$ | 24,699,625 | | |
$ | (34,695,949 | ) | |
$ | 20,133,888 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Commitments and contingencies | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stockholders’ equity | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Preferred stock: $0.001 par value, 5,000,000 shares authorized; none issued
and outstanding as of December 31, 2022 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock: $0.001 par value, 200,000,000 shares authorized; 72,081,930
shares issued and outstanding as of December 31, 2022 | |
$ | 72,082 | | |
$ | 9,280,493 | | |
$ | 2,000,000 | | |
$ | 11,025,241 | | |
$ | (22,305,734 | ) | |
$ | 72,082 | |
Additional paid-in capital | |
| 158,820,596 | | |
| - | | |
| - | | |
| 5,127,194 | | |
| (8,244,815 | ) | |
| 155,702,975 | |
Accumulated deficit | |
| (83,712,806 | ) | |
| (5,746,889 | ) | |
| (1,402,431 | ) | |
| (24,099,151 | ) | |
| (4,919,524 | ) | |
| (119,880,801 | ) |
Accumulated other comprehensive income | |
| - | | |
| (854,842 | ) | |
| 100,021 | | |
| 11,173,228 | | |
| (5,726,165 | ) | |
| 4,692,242 | |
Total stockholders’ equity | |
$ | 75,179,872 | | |
$ | 2,678,762 | | |
$ | 697,590 | | |
$ | 3,226,512 | | |
$ | (41,196,238 | ) | |
$ | 40,586,498 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total liabilities and stockholders’ equity | |
$ | 78,736,748 | | |
$ | 14,619,224 | | |
$ | 15,330,464 | | |
$ | 27,926,137 | | |
$ | (75,892,187 | ) | |
$ | 60,720,386 | |
The operating results of the Parent company, VIE and WFOE’s
for the year ended December 31, 2023 are as follows:
| |
Parent Company | | |
VIE | | |
WFOE | | |
Other Companies | | |
Consolidated | |
Net revenues | |
$ | - | | |
$ | 7,183,569 | | |
$ | - | | |
$ | 19,936,667 | | |
$ | 27,120,236 | |
Cost of revenues | |
| - | | |
| 7,172,654 | | |
| - | | |
| 18,514,943 | | |
| 25,687,597 | |
Gross profit | |
| - | | |
| 10,915 | | |
| - | | |
| 1,421,724 | | |
| 1,432,639 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | | |
| | |
Selling and marketing expenses | |
| - | | |
| 803,707 | | |
| - | | |
| 95,153 | | |
| 898,860 | |
General and administrative expenses | |
| 1,077,326 | | |
| 1,031,051 | | |
| 439,419 | | |
| 6,488,801 | | |
| 9,036,597 | |
Research & Developing expenses | |
| - | | |
| 214,586 | | |
| - | | |
| 54,929 | | |
| 269,515 | |
Total operating expenses | |
| 1,077,326 | | |
| 2,049,344 | | |
| 439,419 | | |
| 6,638,883 | | |
| 10,204,972 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Operating loss | |
| (1,077,326 | ) | |
| (2,038,429 | ) | |
| (439,419 | ) | |
| (5,217,159 | ) | |
| (8,772,333 | ) |
Other (expenses) income | |
| | | |
| | | |
| | | |
| | | |
| | |
Interest income | |
| - | | |
| 160 | | |
| 99 | | |
| 940 | | |
| 1,199 | |
Interest expenses | |
| - | | |
| (486,304 | ) | |
| 232 | | |
| (11,234 | ) | |
| (497,306 | ) |
Other income | |
| - | | |
| 71,325 | | |
| 44 | | |
| 112,418 | | |
| 183,787 | |
Other expenses | |
| - | | |
| (273 | ) | |
| (257 | ) | |
| (305,934 | ) | |
| (306,464 | ) |
Loss on disposal of equity investments | |
| (10,848,632 | ) | |
| - | | |
| - | | |
| - | | |
| (10,848,632 | ) |
Share of losses from equity method
investments | |
| - | | |
| - | | |
| (568,744 | ) | |
| - | | |
| (568,744 | ) |
Total other expenses | |
| (10,848,632 | ) | |
| (415,092 | ) | |
| (568,626 | ) | |
| (203,810 | ) | |
| (12,036,160 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Loss before income taxes | |
| (11,925,958 | ) | |
| (2,453,521 | ) | |
| (1,008,045 | ) | |
| (5,420,969 | ) | |
| (20,808,493 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Income tax expenses | |
| - | | |
| - | | |
| - | | |
| (35,303 | ) | |
| (35,303 | ) |
Net loss | |
$ | (11,925,958 | ) | |
$ | (2,453,521 | ) | |
$ | (1,008,045 | ) | |
$ | (5,456,272 | ) | |
| (20,843,796 | ) |
The operating results of the Parent company, VIE and WFOE’s
for the year ended December 31, 2022 are as follows:
| |
Parent Company | | |
VIE | | |
WFOE | | |
Other Companies | | |
Elimination | | |
Consolidated | |
Net revenues | |
$ | - | | |
$ | 10,207,464 | | |
$ | - | | |
$ | 28,281,164 | | |
$ | 6,268,198 | | |
$ | 44,756,826 | |
Cost of revenues | |
| - | | |
| 9,973,470 | | |
| - | | |
| 26,385,055 | | |
| 4,046,471 | | |
| 40,404,996 | |
Gross profit | |
| - | | |
| 233,994 | | |
| - | | |
| 1,896,109 | | |
| 2,221,727 | | |
| 4,351,830 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Selling and marketing expenses | |
| - | | |
| 907,343 | | |
| - | | |
| 685,546 | | |
| 574,147 | | |
| 2,167,036 | |
General and administrative expenses | |
| 2,510,091 | | |
| 675,970 | | |
| (62,947 | ) | |
| 2,832,045 | | |
| 1,100,353 | | |
| 7,055,512 | |
Research & Developing expenses | |
| - | | |
| 231,091 | | |
| - | | |
| 61,954 | | |
| 109,684 | | |
| 402,729 | |
Total operating expenses | |
| 2,510,091 | | |
| 1,814,404 | | |
| (62,947 | ) | |
| 3,579,545 | | |
| 1,784,184 | | |
| 9,625,277 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Operating (loss) income | |
| (2,510,091 | ) | |
| (1,580,410 | ) | |
| 62,947 | | |
| (1,683,436 | ) | |
| 437,543 | | |
| (5,273,447 | ) |
Other (expenses) income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Interest income | |
| - | | |
| 340 | | |
| 469 | | |
| 586 | | |
| 7,995 | | |
| 9,390 | |
Interest expenses | |
| (665 | ) | |
| (483,005 | ) | |
| (233 | ) | |
| (10,031 | ) | |
| (139,853 | ) | |
| (633,787 | ) |
Other income | |
| 767,159 | | |
| 164,169 | | |
| - | | |
| 274,871 | | |
| 1,404 | | |
| 1,207,603 | |
Other expenses | |
| - | | |
| (29,473 | ) | |
| (58 | ) | |
| (76,076 | ) | |
| (2,757 | ) | |
| (108,364 | ) |
Loss on disposal of equity investments | |
| (11,767,005 | ) | |
| - | | |
| - | | |
| - | | |
| 11,683,497 | | |
| (83,508 | ) |
Impairment of goodwill | |
| - | | |
| - | | |
| - | | |
| - | | |
| (10,385,862 | ) | |
| (10,385,862 | ) |
Total other (expenses income | |
| (11,000,511 | ) | |
| (347,969 | ) | |
| 178 | | |
| 189,350 | | |
| 1,164,424 | | |
| (9,994,528 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
(Loss) income before income taxes | |
| (13,510,602 | ) | |
| (1,928,379 | ) | |
| 63,125 | | |
| (1,494,086 | ) | |
| 1,601,967 | | |
| (15,267,975 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Income tax expenses | |
| - | | |
| (403,215 | ) | |
| - | | |
| (1,071,954 | ) | |
| - | | |
| (1,475,169 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
(Loss) income from continuing operations | |
| (13,510,602 | ) | |
| (2,331,594 | ) | |
| 63,125 | | |
| (2,566,040 | ) | |
| 1,601,967 | | |
| (16,743,144 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Discontinued operations: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Loss from discontinued operations | |
| - | | |
| - | | |
| - | | |
| - | | |
| (9,191,791 | ) | |
| (9,191,791 | ) |
Net (loss) income | |
$ | (13,510,602 | ) | |
$ | (2,331,594 | ) | |
$ | 63,125 | | |
$ | (2,566,040 | ) | |
$ | (7,589,824 | ) | |
| (25,934,935 | ) |
The summarized cash flows of the Parent company, VIE and WFOE’s
for the year ended December 31, 2023 are as follows:
| |
Parent Company | | |
VIE | | |
WFOE | | |
Other Companies | | |
Consolidated | |
Net cash used in operating activities | |
$ | (3,047,887 | ) | |
$ | 364,669 | | |
$ | (1,416,919 | ) | |
$ | (1,182,206 | ) | |
$ | (5,282,343 | ) |
Net cash provided by investing activities | |
$ | 2,767,860 | | |
$ | (88,338 | ) | |
$ | - | | |
$ | (9,238 | ) | |
$ | 2,670,284 | |
Net cash provided by financing activities | |
$ | 340,700 | | |
$ | (283,043 | ) | |
$ | 1,423,494 | | |
$ | 1,407,073 | | |
$ | 2,888,224 | |
The summarized cash flows of the Parent company, VIE and WFOE’s
for the year ended December 31, 2022 are as follows:
| |
Parent Company | | |
VIE | | |
WFOE | | |
Other Companies | | |
Consolidated | |
Net cash used in operating activities | |
$ | (7,232,756 | ) | |
$ | 231,071 | | |
$ | (231,925 | ) | |
$ | (1,778,813 | ) | |
$ | (9,012,423 | ) |
Net cash used in investing activities | |
$ | (4,100,000 | ) | |
$ | - | | |
$ | - | | |
$ | 246,322 | | |
$ | (3,853,678 | ) |
Net cash provided by financing activities | |
$ | 11,100,000 | | |
$ | (259,205 | ) | |
$ | - | | |
$ | - | | |
$ | 10,840,795 | |
Our corporate structure is subject to risks relating
to our contractual arrangements with our VIE and its shareholders. Such contractual arrangements have not been tested in any of the PRC
courts. There are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations,
and rules relating to these contractual arrangements. If the PRC government finds these contractual arrangements non-compliant with the
restrictions on direct foreign investment in the relevant industries, or if the relevant PRC laws, regulations, and rules or the interpretation
thereof change in the future, we could be subject to severe penalties or be forced to relinquish our interests in the VIE or forfeit our
rights under the contractual arrangements. We and investors face uncertainty about potential future actions by the PRC government, which
could affect the enforceability of our contractual arrangements with our VIE and consequently, significantly affect the financial condition
and results of operations of us. If we are unable to claim our right to control the assets of the VIE, our common stock may decline in
value or become worthless. The PRC government could even disallow the VIE structure completely, which would likely result in a material
adverse change in our operations and our common stock may significantly decline in value or become worthless.
Under our corporate structure, our ability to pay
dividends and to service any debt we may incur and pay our operating expenses principally depends on dividends paid by our PRC subsidiaries
and VIE. Cash is transferred through our organization in the manner as follows: (1) we may transfer funds to our WFOEs through our Hong
Kong subsidiaries, Promising Prospect HK Limited, and Bless Chemical Co., Ltd. (HK) by additional capital contributions or shareholder
loans, as the case may be; (2) the VIE may pay service fees to our PRC subsidiaries for services rendered by our PRC subsidiaries; (3)
our PRC subsidiaries may pay service fees to the VIE for services rendered by the VIE; and (4) our PRC subsidiaries may make dividends
or other distributions to the Planet Green. We do not have cash management policies dictating how funds are transferred throughout our
organization. We may encounter difficulties in our ability to transfer cash between PRC subsidiaries and non-PRC subsidiaries largely
due to various PRC laws and regulations imposed on foreign exchange. If we intend to distribute dividends to the Planet Green, our WFOEs
will transfer the dividends to our Hong Kong subsidiaries in accordance with the laws and regulations of the PRC, and then our Hong Kong
subsidiaries will transfer the dividends to the Planet Green, and the dividends can be distributed from the Planet Green to all shareholders
respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries
or regions. However, there can be no assurance that the PRC government will not intervene or impose restrictions on the Company’s
ability to transfer cash out of China. In 2023, our PRC subsidiaries did not receive any cash benefits from the VIE for services rendered
to the VIE and its subsidiaries. As of December 31, 2023, the VIE owns $2,823,782 to our WFOE. As of December 31, 2023, we were not subject
to any actual foreign exchange restrictions. The foregoing cash flows include all distributions and transfers between Planet Green, our
PRC subsidiaries and the VIE as of the date of this annual report. As of the date of this annual report, none of our subsidiaries have
ever issued any dividends or made other distributions to the Planet Green nor have Planet Green ever paid dividends or made other distributions
to U.S. investors. We currently intend to retain all future earnings to finance the VIE’s and our subsidiaries’ operations
and to expand their business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Any limitation on the
ability of our subsidiaries to distribute dividends to us or on the ability of the VIE to make payments to us may restrict our ability
to satisfy our liquidity requirements. To the extent cash or assets in the business is in the PRC or Hong Kong or in a PRC or Hong Kong
entity, and may need to be used to fund operations outside of the PRC or Hong Kong, the funds and assets may not be available to fund
operations or for other uses outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations
by the government on our subsidiaries’ or the VIE’s ability to transfer cash and assets.
We face various legal and operational risks and
uncertainties related to being based in and having significant operations in mainland China. The PRC government has significant authority
to exert influence on the ability of a China-based company, such as us, to conduct its business, accept foreign investments or list on
U.S. or other foreign exchanges. For example, we face risks associated with regulatory approvals of offshore offerings, oversight on cybersecurity
and data privacy, as well as the lack of inspection by the Public Company Accounting Oversight Board (the “PCAOB”) on our
auditors. Such risks could result in a material change in our operations and/or the value of the common stock or could significantly limit
or completely hinder our ability to offer common stock and/or other securities to investors and cause the value of such securities to
significantly decline or be worthless. These regulatory risks and uncertainties could become applicable to our Hong Kong subsidiaries
if regulatory authorities in Hong Kong adopt similar rules and/or regulatory actions.
Because our operations are primarily located in
the PRC and Hong Kong through our subsidiaries and VIE, we are subject to certain legal and operational risks associated with our operations
in China and Hong Kong, including changes in the legal, political and economic policies of the Chinese government, the relations between
China and the United States, or Chinese or United States regulations may materially and adversely affect our business, financial condition
and results of operations. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore,
these risks may result in a material change in our operations and the value of our common stock, or could significantly limit or completely
hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline
or be worthless. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations
in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over
China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity
reviews, and expanding the efforts in anti-monopoly enforcement. We do not believe that our subsidiaries and VIE are directly subject
to these regulatory actions or statements, as we have not implemented any monopolistic behavior and our business does not involve the
collection of user data or implicate cybersecurity. As of the date of this annual report, no relevant laws or regulations in the PRC explicitly
require us to seek approval from the China Securities Regulatory Commission (the “CSRC”), Cyberspace Administration of China
(the “CAC”) or any other PRC governmental authorities for our offering, nor has our Nevada holding company or any of our subsidiaries
or our VIE received any inquiry, notice, warning or sanctions regarding our offering from the CSRC or any other PRC governmental authorities.
However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation
rules have not been issued, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what
existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential
impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments
and list on an U.S. or other foreign exchange. The Standing Committee of the National People’s Congress, or the SCNPC, or other
PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that requires our company or any of our
subsidiaries to obtain regulatory approval from Chinese authorities before offering in the U.S. In other words, although the Company is
currently not required to obtain permission from any of the PRC central or local government to obtain such permission and has not received
any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly; our ability to offer, or
continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly decline or
be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental
authorities, if we or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that
such permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain
such permissions or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little advance notice.
As of the date of this annual report, the two
Hong Kong subsidiaries of Planet Green do not have any material operation in Hong Kong and they have not collected, stored, or managed
any personal information in Hong Kong. Therefore, we have concluded that currently it does not expect that laws and regulations in Mainland
China on data security, data protection, cybersecurity or anti-monopoly to be applied to its Hong Kong subsidiaries or that the oversight
of the Cyberspace Administration of China will be extended to its operations outside of Mainland China.
In order to operate our business, in addition to
the required regular business licenses, Jingshan Sanhe is required to obtain Permit for Hazardous Chemical Products, Jilin Chuangyuan
is required to obtain Safe Production License, and Shandong Yunchu is required to obtain Permit for Food Products. As of the date of this
annual report, our subsidiaries, WFOEs and VIE have received from PRC authorities all requisite licenses, permissions, and approvals needed
to engage in the businesses currently conducted in the PRC, and no permission or approval has been denied. However, we cannot assure
you that any of these entities will be able to receive clearance of such compliance requirements in a timely manner, or at all in the
future. Any failure of these entities to fully comply with such compliance requirements may cause our PRC subsidiaries or the PRC operating
entities to be unable to begin their new businesses or operations in the PRC, subject them to fines, relevant new businesses or operations
suspension for rectification, or other sanctions.
As advised by our PRC counsel, Hubei Kaicheng Law
Offices, as of the date of this annual report, our subsidiaries, WFOEs and VIE, (i) are not required to obtain additional permissions
or approvals to operate their current business, (ii) are not required to obtain permission from the CSRC, the CAC, or any other Chinese
authorities to issue our securities to foreign investors based on PRC laws and regulations currently in effect, and (iii) have not
received or were denied such permission by any Chinese authorities. However, we cannot assure you that the PRC regulatory agencies, including
the CAC or the CSRC, would take the same view as we do, and there is no assurance that the VIE and its subsidiaries are always able to
successfully update or renew the licenses or permits required for the relevant business in a timely manner or that these licenses or permits
are sufficient to conduct all of their present or future business. If the VIE, WFOEs or any of its subsidiaries (i) does not receive
or maintain required permissions or approvals, (ii) inadvertently concludes that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and the VIE or any of its subsidiaries is required to obtain such
permissions or approvals in the future, it could be subject to fines, legal sanctions, or an order to suspend their relevant services,
which may materially and adversely affect our financial condition and results of operations and cause our securities to significantly
decline in value or become worthless.
In light of the recent statements and regulatory
actions by the PRC government, such as those related to the use of variable interest entities, data security, and anti-monopoly concerns,
Planet Green may be subject to the risks of uncertainty of any future actions of the PRC government in this regard, and if Chinese regulatory
authorities disallow the VIE structure, that may result in a material change in our operations and/or value of our securities, including
that the value of our securities to significantly decline or become worthless. Planet Green may also be subject to penalties and sanctions
imposed by the PRC regulatory agencies, including the CSRC, if it fails to comply with such rules and regulations, which could adversely
affect the ability of Planet Green to continue to be listed for trading on NYSE American or another foreign exchange, which may cause
the value of Planet Green’s securities to significantly decline or become worthless. The Holding Foreign Companies Accountable Act
(the “HFCA Act”) and related regulations call for additional and more stringent criteria to be applied to emerging market
companies upon assessing the qualification of their auditors and could add uncertainties to Planet Green’s offering that trading
in Planet Green’s securities may be prohibited under the HFCA Act. Planet Green’s auditor, YCM CPA Inc., is headquartered
in California and has been inspected by the Public Company Accounting Oversight Board (United States) (the “PCAOB”) on a regular
basis. Our auditor is not included in the list of PCAOB Identified Firms of having been unable to be inspected or investigated completely
by the PCAOB in the PCAOB Determination Report issued in December 2021. On June 22, 2021, the U.S. Senate passed the Accelerating Holding
Foreign Companies Accountable Act, which, if enacted, would reduce the number of consecutive non-inspection years required for triggering
the prohibitions under the HFCA Act from three years to two. On December 29, 2022, the President signed the Consolidated Appropriations
Act, 2023, which, among other things, amended the HFCAA to reduce the number of consecutive years an issuer can be identified as a Commission-Identified
Issuer before the Commission must impose an initial trading prohibition on the issuer’s securities from three years to two years.
Therefore, once an issuer is identified as a Commission-Identified Issuer for two consecutive years, the Commission is required under
the HCFAA to prohibit the trading of the issuer’s securities on a national securities exchange and in the over-the-counter market.
Although we believe that the HFCA Act and the related regulations do not currently affect us, we cannot assure you that there will not
be any further implementations and interpretations of the Holding Foreign Companies Accountable Act or the related regulations, which
might pose regulatory risks to and impose restrictions on us because of our operations in mainland China.
Planet Green is engaged in a number of diverse
businesses, including consumer products, chemical products, advertising and mobile game.
Consumer Products Business
The Company’s consumer products business
is conducted through two subsidiaries: Shandong Yunchu and Xianning Bozhuang.
Shandong Yunchu imports and distributes animal
proteins, mainly beef products in Chinese market. It markets and transports the best beef products from the world’s major agricultural
regions. Shandong Yunchu has the mature global purchasing network and has gained the trust and authority of many international brands
with more than 8 years of development and accumulation. Beef products are marketed domestically to food retailers, foodservice distributors,
restaurant operators, hotel chains and other food processors. Over the past few years, Yunchu develops into a professional integrated
company, which can manage import, storage, whole sale, retail and distribution.
Xianning Bozhuang produces and distributes a variety
of Chinese tea leaves broadly categories including Cyan brick tea, black tea and green tea in China.
Competition
Shandong Yunchu mainly purchased frozen beef from
six countries: Uruguay, Brazil, Chile, Argentina, Australia and New Zealand and 25 factories are involved. The top ten suppliers include:
Marrig, Minerva S.A., G & K O’Connor Pty Ltd, Frigorifico matadero Pando ontilcor S.A., Las Moras, Frigorifico de Osorno S.A.,
Ersinal S.A. ecoparks S.A., lorsinal S.A., and Minerva S.A. The Company has established a stable long term cooperative relationship with
these beef and mutton manufacturers. The stable supply provides competitive advantage for Company to procure various various beef products
with high quality and low price to meet the needs of domestic customers.
Our food products compete with those of other food
producers and processors and certain prepared food manufacturers. We seek to achieve a leading market position for our products via our
principal marketing and competitive strategy, which includes:
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identifying target markets for value-added products; |
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concentrating production, sales and marketing efforts to appeal to and enhance demand from those markets; and |
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utilizing our national distribution systems and customer support services. |
Past efforts indicate customer demand can be increased
and sustained through application of our marketing strategy, as supported by our distribution systems. The principal competitive elements
are price, product safety and quality, brand identification, innovation, breadth and depth of product offerings, availability of products,
customer service and credit terms.
Black tea is produced in Guangxi, Sichuan, Yunnan,
Hunan, Hubei, Shanxi and Anhui provinces in China. Our black tea products are processed in our factory in Hubei province and distributed
nationwide. There are few large players on the market but we face fierce competition from numerous small black tea manufactures and distributors.
However, as our brand has over hundreds of year’s history, we have accumulated loyal consumers and gained favorable market reputation
over years.
Chemical Business
Jilin Chuangyuan is a leading chemical enterprise
integrating R & D, production and sales. It is a large-scale enterprise in the production of formaldehyde and urea formaldehyde glue
in Chinese northeast provinces and it is the only enterprise in Jilin province to produce and sell formaldehyde. The main products are
sold to wood-based panel, chemical, pharmaceutical and construction enterprises in Jilin and Liaoning provinces. Jilin Chuangyuan has
two formaldehyde production lines, eight rubber production units, one methylal production line and one clean fuel oil production line,
which produces 270,000 tons of chemical products every year. Its products include mainly Industrial formaldehyde, E1 grade, E0 grade and
UF resin for waterproof particleboard.
Jingshan Sanhe has four production lines on an
11,000-square-meter facility and capacities to complete manufacturing, labeling, and packaging. Jingshan Sanhe researches, manufactures
and distributes ethanol fuel products in China.
Competition
The specialty chemical industry comprises a number
of companies similar in size to the Jilin Chuangyuan, as well as companies larger and smaller than Jilin Chuangyuan. The Company cannot
readily determine its precise competitive position in every industry it serves. However, the Company estimates it holds a leading regional
position in the market for production of formaldehyde and urea formaldehyde glue in Chinese northeast provinces. Competition in the industry
is based primarily on the ability to supply products that meet the needs of the customer and to a lesser extent, on price. Since its inception,
the company has developed rapidly relying on advanced enterprise management and safe, effective, exclusive patented products and strong
marketing strength. The production scale of formaldehyde is ranking top three among provinces in northeast China. The production scale
of urea-formaldehyde glue attains the first place in China. Our enterprise comprehensive strength is considered first tier among all companies
in northeast China.
There are many other companies operating in the
renewable energy. Evolving consumer preferences, regulatory conditions, ongoing industry trends, and project economics have a strong effect
on the competitive landscape. The clean energy markets are heavily fragmented. We believe we are in a strong position to compete for new
project development and supply opportunities. Competition for such opportunities, however, including the prices being offered for fuel
supply, affect the profitability of the opportunities we pursue, and may make opportunities unsuitable to pursue. Jingshan Sanhe is one
of the top ten private enterprises in the region of Jingshan with 12 patents, 17 sets of professional laboratory equipment and 2 advanced
and complete production lines.
The market for vehicle fuels is highly competitive.
The biggest competition for alcohol-based high clean fuel used as a vehicle fuel is gasoline and diesel because most vehicles in our key
markets are powered by these fuels. Many established businesses are in the market for alcohol-based high clean fuels and other alternatives
for use as vehicle fuel, including alternative vehicle and alternative fuel companies, refuse collectors, industrial gas companies, truck
stop and fuel station owners, fuel providers, utilities and their affiliates and other organizations.
If the alternative vehicle fuel market grows then
the number and type of participants in this market and their level of capital and commitments to alternative vehicle fuel programs will
increase. We compete for vehicle fuel users based on demand for the type of fuel, which may be affected by a variety of factors, including,
among others, cost, supply, availability, quality, cleanliness, and safety of the fuel; cost, availability and reputation of vehicles
and engines; convenience and accessibility of fueling stations; regulatory mandates and other requirements; and recognition of the brand.
We believe we compare favorably with our competitors based on these factors; however, some of our competitors have substantially greater
financial, marketing, and other resources than we have. As a result, these competitors may be able to respond more quickly to changes
in customer preferences, legal requirements or other industry or regulatory trends; devote greater resources to the development, promotion
and sale of their products; adopt more aggressive pricing policies, dedicate more effort to infrastructure and systems development in
support of their business or product development activities; implement more robust or creative initiatives to advance consumer acceptance
of their products; or exert more influence on the regulatory landscape that impacts the vehicle fuels market.
Advertising Business and Mobile Game Business
Fast Approach is a North America demand side platform
that directly connects to Chinese market without middleman and is supported by world class data science researchers among some well-respected
universities in North America. A demand-side platform is a system that allows buyers of digital advertising inventory to manage multiple
ad exchange and data exchange through one interface. Fast Approach builds full audience scale model, extracts audience features, optimizes
advertising campaign strategies.
Allinyson is an entrepreneurial game company which
has the capacity to conduct independent research, development, and operations, aiming to create the most popular and world-class influential
game products. The company adheres to the team building concept of “Small but Precise” and carries out the development and operation
of game business with the core R&D and operation backbone. It has developed and operated several fun and relaxing games which ranked
top in the Philippines in terms of downloads and users. Block Puzzle is the crown jewel among all the games with its top ranking in the
overall APP ranking in the Philippines.
Competition
The Trade Desk is the largest, independent programmatic
advertising DSP for digital media buyers in the world. The Trade Desk launched its programmatic ad buying platform in China, in 2019 facilitating
access to Chinese media companies, such as Alibaba, Tencent and Baidu Exchange Services. The Trade Desk is the major competitor in north
American.
The market for mobile game is fragmental
and competitive. We only provide limited number of mobile games which are recognized in Philippine mobile game market.
Raw Materials
Our business depends on obtaining a reliable supply
of various products, including tea, refined methanol, methanol, formaldehyde, polymer emulsion and beef products. Because of the diversity
of available sources of these raw materials, we believe that our raw materials are currently in adequate supply.
We obtain our raw materials primarily from domestic
procurement for our tea production, formaldehyde and methanol products.
Shandong Yunchu carries out our beef products business.
It mainly purchased frozen beef from six countries: Uruguay, Brazil, Chile, Argentina, Australia and New Zealand and 25 factories are
involved. The top ten suppliers include: Marrig, Minerva S.A., G & K O’Connor Pty Ltd, Frigorifico matadero Pando ontilcor S.A., Las
Moras, Frigorifico de Osorno S.A., Ersinal S.A. ecoparks S.A., lorsinal S.A., and Minerva S.A. The Company has established a stable long
term cooperative relationship with these beef and mutton manufacturers. The stable supply provides competitive advantage for Company to
procure various various beef products with high quality and low price to meet the needs of domestic customers.
We select suppliers based on price and product
quality. We typically rely on numerous domestic suppliers, including some with whom we have a long-term relationship. Our suppliers generally
include wholesale agricultural product companies, food production companies, tea bag processing companies and chemical products wholesale
company.
Our Customers
Our products are sold both in Chinese domestic
market. Shandong Yunchu distributes beef products in China including several major beef products providers and distributors in China,
such as: Henan Hengdu Food Co., Ltd, Shanxi Pingyao Beef Group, Shandong Delis Food Co., Ltd and Heilongjiang Binxi Group. When it comes
to manufacturing and sales of synthetic fuel products, we do business through direct sales, constructing refuel facilities and conducting
technical cooperation with other companies.
Our Sales and Marketing Efforts
We have not spent a significant amount of capital
on advertising in the past, and our advertising budget continues to be limited. In 2023, our marketing and branding efforts mainly focus
on internet advertising and long-term customers.
Organizational Structure
Planet Green was incorporated in Nevada on February
4, 1986 and effective on November 12, 2009, Planet Green reincorporated in Nevada from Delaware. Planet Green was formerly known as American
Lorain Corporation.
The following diagram illustrates our corporate
structure including our subsidiaries and our VIE.
Subsidiaries
On May 9, 2019, the Company and Shanghai Xunyang
Internet Technology Co., Ltd. (the “Shanghai Xunyang”), a subsidiary of the Company, entered into a Share Exchange Agreement
with Xianning Bozhuang, and each of the shareholders of Xianning Bozhuang, pursuant to which, among other things and subject to the terms
and conditions contained therein, Shanghai Xunyang agreed to effect an acquisition of Xianning Bozhuang by acquiring from the Sellers
all of the outstanding equity interests of Xianning Bozhuang. On May 14, 2019, the Company closed the acquisition transaction and Shanghai
Xunyang entered into a series of VIE agreements with Xianning Bozhuang and its shareholders. For company internal restructure purpose,
on December 20, 2019, Xianning Bozhuang terminated the VIE agreements with Shanghai Xunyang and entered into similar series of VIE agreements
with Jiayi Technologies on the same day. On August 2, 2021, as part of the internal restructure efforts to remove VIE arrangement, the
Company and its subsidiary terminated series of VIE agreements and acquired 100% equity ownership of Xianning Bozhuang.
On June 5, 2020, the Company entered into a share
exchange agreement with Fast Approach to acquire all outstanding shares of Fast Approach, a corporation incorporated under the laws of
Canada and in the business of operating a demand side platform. Upon completing the transaction, Fast Approach became a wholly owned subsidiary
of the Company. Fast Approach owns 100% equity of Shanghai Shuning.
On January 4, 2021, through Jiayi Technologies,
the Company entered into a series of VIE agreements with Jingshan Sanhe as well as its shareholders. The Company is considered the primary
beneficiary of Jingshan Sanhe and it consolidates its accounts as VIE. On September 10, 2021, as part of the internal restructure efforts
to remove VIE arrangement, Hubei Bulaisi acquired 85% equity ownership of Jingshan Sanhe and Jiayi Technologies terminated the VIE agreements
with Jingshan Sanhe on the same date.
On September 14, 2022, the Company and Hubei Bulaisi,
a subsidiary of the Company, entered into a Share Purchase Agreement with a shareholder of Jingshan Sanhe Luckysky acquiring the remaining
15% of the outstanding equity interests of Jingshan Sanhe Luckysky. Upon closing of the transaction, Hubei Bulaisi, acquired 100% equity
ownership of Jingshan Sanhe Luckysky.
On December 9, 2021, the Company and Jiayi Technologies,
a subsidiary of the Company, entered into a Share Exchange Agreement with Shandong Yunchu and each of shareholders of Shandong Yunchu.
Upon closing of the transaction, Jiayi Technologies acquired 100% equity ownership of Shandong Yunchu.
On April 8, 2022, the Company entered into a Share
Purchase Agreement with Allinyson Ltd. and each of shareholders of Allinyson. Upon closing of the transaction, the Company acquired 100%
equity ownership of Allinyson.
VIE Arrangements
We currently have Jilin Chuangyuan as VIE under
its corporate structure. The Company is considered the primary beneficiary of the VIE only for accounting purpose.
On March 9, 2021, through Jiayi Technologies, the
Company entered into a series of VIE agreements with Jilin Chuangyuan as well as its shareholders. The ordinary shares of Jilin Chuangyuan
are currently owned by Yongsheng Chen and Xiaodong Cai.
On July 15, 2021, through Jiayi Technologies, the
Company entered into a series of VIE agreements with Anhui Ansheng, as well as its shareholders. The ordinary shares of Anhui Ansheng
are currently owned by Xiaodong Cai.
On December 16, 2022, Jiayi Technologies, a subsidiary
of the Company, terminated the VIE agreements with Anhui Ansheng, a former VIE of Planet Green.
Each of the VIE Agreements is described in detail
below:
Consultation and Service Agreement. Pursuant
to the Consultation and Service Agreement, WFOE has the exclusive right to provide consultation and services to the operating entities
in China in the area of business management, human resource, technology and intellectual property rights. WFOE exclusively owns any intellectual
property rights arising from the performance of this Consultation and Service Agreement. The amount of service fees and payment term can
be amended by the WFOE and operating companies’ consultation and the implementation. The term of the Consultation and Service Agreement
is 20 years. WFOE may terminate this agreement at any time by giving 30 day’s prior written notice.
Business Cooperation Agreement. Pursuant
to the Business Cooperation Agreement, WFOE has the exclusive right to provide complete technical support, business support and related
consulting services, including but not limited to technical services, business consultations, equipment or property leasing, marketing
consultancy, system integration, product research and development, and system maintenance. WFOE exclusively owns any intellectual property
rights arising from the performance of this Business Cooperation Agreement. The rate of service fees may be adjusted based on the services
rendered by WFOE in that month and the operational needs of the operating entities. The Business Cooperation Agreement shall maintain
effective unless it was terminated or was compelled to terminate under applicable PRC laws and regulations. WFOE may terminate this Business
Cooperation Agreement at any time by giving 30 day’s prior written notice.
Equity Pledge Agreements. Pursuant to the
Equity Pledge Agreements among WFOE, operating entities and each of operating entities’ shareholder, shareholders of the operating
entities pledge all of their equity interests in the operating entities to WFOE to guarantee their performance of relevant obligations
and indebtedness under the Technical Consultation and Service Agreement and other control agreements. In addition, shareholders of the
operating entities are in the process of registering the equity pledge with the competent local authority.
Equity Option Agreements. Pursuant to the
Equity Option Agreements, WFOE has the exclusive right to require each shareholder of the operating companies to fulfill and complete
all approval and registration procedures required under PRC laws for WFOE to purchase, or designate one or more persons to purchase, each
shareholder’s equity interests in the operating companies, once or at multiple times at any time in part or in whole at WFOE’s
sole and absolute discretion. The purchase price shall be the lowest price allowed by PRC laws. The Equity Option Agreements shall remain
effective until all the equity interest owned by each operating entities shareholder has been legally transferred to WFOE or its designee(s).
Voting Rights Proxy Agreements. Pursuant
to the Voting Rights Proxy Agreements, each shareholder irrevocably appointed WFOE or WFOE’s designee to exercise all his or her
rights as the shareholders of the operating entities under the Articles of Association of each operating entity, including but not limited
to the power to exercise all shareholder’s voting rights with respect to all matters to be discussed and voted in the shareholders’
meeting. The term of each Voting Rights Proxy Agreement is 20 years. WFOE has the right to extend each Voting Proxy Agreement by giving
written notification.
As discussed above, we operate a portion of business
in China through the VIE and its subsidiaries, and rely on contractual arrangements among our WFOEs, the VIE, and their respective shareholders
to exert influence on the business operations of the VIE. The VIE structure provides our business operations in China with contractual
exposure to foreign investment. However, our contractual arrangements with the VIE are not equivalent of an investment in the VIE. Investors
are purchasing equity securities of our ultimate Nevada holding company rather than purchasing equity securities of the VIE. Chinese regulatory
authorities could disallow this structure, which would likely result in a material change in our and/or the VIE’s operations and/or
a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities
to significantly decline or become worthless. If the PRC government deems that the contractual arrangements with the consolidated VIE
domiciled in China do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations
or the interpretation of existing regulations change or are interpreted differently in the future, we, our subsidiaries and the VIE could
be subject to severe penalties or be forced to relinquish their interests in those operations. It is uncertain whether any new PRC laws
or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. In addition, to
the extent cash is located in the PRC or within a PRC domiciled entity and may need to be used to fund operations outside of the PRC,
the funds may not be available due to limitations placed on us, our subsidiaries and the VIE by the PRC government. To the extent cash
or assets in the business is in the PRC or Hong Kong or in a PRC or Hong Kong entity, and may need to be used to fund operations outside
of the PRC or Hong Kong, the funds and assets may not be available to fund operations or for other uses outside of the PRC or Hong Kong
due to interventions in or the imposition of restrictions and limitations by the government on us, our subsidiaries’ or the VIE’s
ability to transfer cash and assets.
Cash Flows through Our Organization:
Planet Green is a holding company with no material
operations of its own. We currently conduct our operations through our subsidiaries including our WFOEs, the VIE and their respective
subsidiaries. Cash is transferred through our organization in the manner as follows: (1) we may transfer funds to our WFOEs through our
Hong Kong subsidiaries, Promising Prospect HK Limited, and Bless Chemical Co., Ltd. (HK) by additional capital contributions or shareholder
loans, as the case may be; (2) the VIE may pay service fees to our PRC subsidiaries for services rendered by our PRC subsidiaries; (3)
our PRC subsidiaries may pay service fees to the VIE for services rendered by the VIE; and (4) our PRC subsidiaries may make dividends
or other distributions to Planet Green. We do not have cash management policies dictating how funds are transferred throughout our organization.
We may encounter difficulties in our ability to transfer cash between PRC subsidiaries and non-PRC subsidiaries largely due to various
PRC laws and regulations imposed on foreign exchange. If we intend to distribute dividends through Planet Green, our WFOEs will transfer
the dividends to our Hong Kong subsidiaries in accordance with the laws and regulations of the PRC, and then our Hong Kong subsidiaries
will transfer the dividends to the Planet Green, and the dividends will be distributed from the Planet Green to all shareholders respectively
in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions.
There can be no assurance the PRC government will not intervene or impose restrictions on the Company’s ability to transfer cash
out of China. In 2023 our PRC subsidiaries did not receive any cash benefits from the VIEs for services rendered to the VIEs and their
subsidiaries. As of December 31, 2023, our VIE owned $2,823,782 to our WOEFs as loan. As of December 31, 2023, we were not subject to
any actual foreign exchange restrictions.
We have no present plans to distribute earnings
or settle amounts owed under the VIE agreements which it plans to retain the retained earnings to continue to grow the business. No dividends
or distribution has been declared to paid to Planet Green from subsidiaries or its VIEs and no dividends or distribution was made to any
U.S. investors.
Effects of PRC foreign exchange regulations
on our ability to transfer assets within our organization
Current foreign exchange and other regulations
in the PRC may restrict our PRC subsidiaries and VIE in their ability to transfer their net assets to Planet Green and its subsidiaries
and to investors. The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases,
the remittance of currency out of China. Under our current corporate structure, Planet Green as the holding company may rely on dividend
payments from its subsidiaries to fund any cash and financing requirements Planet Green may have. Under existing PRC foreign exchange
regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign
exchange transactions, can be made in foreign currencies without prior approval of the State Administration of Foreign Exchange (the “SAFE”)
by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE,
cash generated from the operations of our PRC subsidiaries in China may be used to pay dividends to Planet Green. However, approval from
or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted
out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain
SAFE approval to use cash generated from the operations of our PRC subsidiaries and VIE to pay off their respective debt in a currency
other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than
Renminbi.
In light of the flood of capital outflows of China
in 2016 due to the weakening Renminbi, the PRC government has imposed more restrictive foreign exchange policies and stepped up scrutiny
of major outbound capital movement including overseas direct investment. More restrictions and substantial vetting process are put in
place by SAFE to regulate cross-border transactions falling under the capital account. If any of Planet Green’s shareholders regulated
by such policies fail to satisfy the applicable overseas direct investment filing or approval requirement timely or at all, it may be
subject to penalties from the relevant PRC authorities. The PRC government may at its discretion further restrict access in the future
to foreign currencies for current account transactions. If the foreign exchange control system prevents Planet Green from obtaining sufficient
foreign currencies to satisfy Planet Green’s foreign currency demands, Planet Green may not be able to pay dividends in foreign
currencies to its shareholders.
Recent Regulatory Development
As we conduct substantially all of our operations
in China, we are subject to legal and operational risks associated with having substantially all of our operations in China, including
changes in the legal, political and economic policies of the Chinese government, the relations between China and the United States, or
Chinese or United States regulations may materially and adversely affect our business, financial condition and results of operations.
PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these risks may result
in a material change in our operations and the value of our common stock or could significantly limit or completely hinder our ability
to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless.
Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business
operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision
over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts
in anti-monopoly enforcement. We have relied on the opinion of our PRC counsel, Hubei Kaicheng Law Office, that as of the date of this
Annual Report, we are not directly subject to these regulatory actions or statements, as we have not implemented any monopolistic behavior
and our business does not involve large-scale collection of user data, implicate cybersecurity, or involve any other type of restricted
industry. As further advised by our PRC counsel, Hubei Kaicheng Law Office, as of the date of this Annual Report, no relevant laws or
regulations in the PRC explicitly require us to seek approval from the China Securities Regulatory Commission (the “CSRC”)
or any other PRC governmental authorities for our overseas listing or securities offering plans, nor has our company or any of our subsidiaries
received any inquiry, notice, warning or sanctions regarding our offering of securities from the CSRC or any other PRC governmental authorities.
However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation
rules have not been issued, it is highly uncertain what potential impact such modified or new laws and regulations will have on our daily
business operations, or ability to accept foreign investments and list on a U.S. or other foreign exchange. The Standing Committee of
the National People’s Congress (the “SCNPC”) or other PRC regulatory authorities may in the future promulgate laws,
regulations or implementing rules that require our company or any of our subsidiaries to obtain regulatory approval from Chinese authorities
before offering securities in the U.S. In other words, although the Company is currently not required to obtain permission from any of
the PRC central or local government and has not received any denial to list on the U.S. exchange, our operations could be adversely affected,
directly or indirectly; our ability to offer, or continue to offer, securities to investors would be potentially hindered and the value
of our securities might significantly decline or be worthless, by existing or future laws and regulations relating to its business or
industry or by intervene or interruption by PRC governmental authorities, if we or our subsidiaries (i) do not receive or maintain such
permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, (iii) applicable laws, regulations,
or interpretations change and we are required to obtain such permissions or approvals in the future, or (iv) any intervention or interruption
by PRC governmental with little advance notice.
Enforcement of Civil Liabilities
Currently all our directors and majority of senior
executive officers either are physically reside in China for a significant portion of each year, and/or are PRC nationals. As a result,
it may be difficult for you to effect service of process upon us or those persons inside mainland China. In addition, there is uncertainty
as to whether the PRC courts would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil
liability provisions of U.S. securities laws or those of any U.S. state.
The recognition and enforcement of foreign judgments
are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the
requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made
or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of written arrangement with the
U.S. that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures
Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates
the basic principles of PRC laws or national sovereignty, security, or public interest. As a result, it is uncertain whether and on what
basis a PRC court would enforce a judgment rendered by a court in the U.S.
It may also be difficult for you or overseas regulators
to conduct investigations or collect evidence within China. For example, in China, there are significant legal and other obstacles to
obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities.
Although the authorities in China may establish a regulatory cooperation mechanism with its counterparts of another country or region
to monitor and oversee cross-border securities activities, such regulatory cooperation with the securities regulatory authorities in the
U.S. may not be efficient in the absence of a practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities
Law, or “Article 177,” which became effective in March 2020, no overseas securities regulator is allowed to directly conduct
investigations or evidence collection activities within the territory of the PRC. Article 177 further provides that Chinese entities and
individuals are not allowed to provide documents or materials related to securities business activities to foreign agencies without prior
consent from the securities regulatory authority of the PRC State Council and the competent departments of the PRC State Council. While
detailed interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability for an overseas securities
regulator to directly conduct an investigation or evidence collection activities within China may further increase difficulties faced
by you in protecting your interests.
Our Manufacturing Facilities
General
We currently manufacture our products and provide
services in Meihekou City of Jilin Province, Jingshan City and Xianning City of Hubei Province, Qingdao City of Shandong Province, and
Toronto in Canada.
The following table indicates the year that operations
commenced at each of the facilities and the size of the facilities.
Facility | |
Year Operations Commenced | | |
Facility Size (square meters) | |
Xianning Bozhuang* | |
| 2013 | | |
| 33,333 | |
Jingshan Sanhe** | |
| 2018 | | |
| 11,018 | |
Jilin Chuangyuan*** | |
| 2013 | | |
| 59,690 | |
| * | Became
a VIE in May 2019 and a subsidiary in August 2021. |
| ** | Became
a subsidiary in September 2021. |
| *** | Became
a VIE in March 2021. |
Production Lines
We currently manufacture our products using production lines.
The production process for our cyan brick tea
products involves, primary processing of fresh leaves, piling and fermenting, storing and aging, picking, pressing, and baking. The production
process for our black tea products involves selecting and sorting the fresh leaves, withering, rolling, fermenting, baking and drying,
grading according to color, prompting fragrance, packing and warehousing. The production process for our green tea products involves
selecting and sorting the fresh leaves, airing, fixating, cooling, rolling, stir drying, selecting and grading, prompting fragrance,
packing and warehousing.
The production process for our formaldehyde products
is illustrated as follows. The raw material methanol, after being injected into the high position tank, enters the methanol evaporator
through the filter, mixes with the air from the roots blower to form the binary mixture, and then adds steam to form the ternary mixture,
which is heated by the superheater to 120 ℃ and enters the oxidizer, carries out oxidation and dehydrogenation reaction through
the silver catalyst to form the formaldehyde gas, and then absorbs the formaldehyde solution through the first absorption tower and the
second absorption tower. The excess waste gas is burned out by the exhaust gas boiler.
The production process for our methyl starting
with the raw materials methanol and formaldehyde are pumped into the reaction distillation tower according to the proportion. At the bottom
of the tower, formaldehyde and methanol are indirectly heated by steam. The reaction liquid vapor from the tower upwards through the catalyst
reaction to produce methyl acetal, and then through the distillation tower separation, cooling, the final product methyl acetal.
The production process for our urea-formaldehyde
glue is demonstrated as follows. Formaldehyde is pumped from the formaldehyde workshop into the tank of formaldehyde storage, and then
pumped into the metering tank through the feed pump of formaldehyde. After the PH value is adjusted by adding alkali, it is sent into
the reaction kettle. At the same time, urea is also added into the kettle according to the corresponding proportion, heating the reaction
kettle. After heating up the kettle, melamine is added, so that the material can undergo addition reaction in the kettle. After the PH
value is adjusted by dropping formic acid in the kettle, the material is sent into the condensation kettle through the transfer pump.
Urea and additives are added into the condensation kettle according to a certain proportion for condensation reaction, and the finished
product is formed after cooling treatment.
The production process for our clean fuel
oil is illustrated as follows. The self-control design of the facilities for storage of raw materials and addition of additives shall,
in accordance with the requirements of the process, conduct centralized indication and adjustment of the temperature, flow rate and liquid
level of the raw oil tanks, raw oil metering tanks, product oil allocation tanks and finished oil tanks during the fuel blending process;
realize remote monitoring of the whole fuel production process, and conduct on-the-spot indication of pressure and partial flow rate.
The production process for our construction rubber
powder (re-dispersible latex powder) is demonstrated as follows. Using polymer emulsion (VAE emulsion) as raw material, all kinds of additives
are added, and then transported to the reaction kettle through diaphragm pump to warm up and mix evenly, and then transported to the mixing
kettle with additives through diaphragm pump to mix evenly, then transported to the high-speed reactor through diaphragm pump to emulsify,
emulsified and then transported to the spare material tank through the diaphragm pump, and then transported to the spray drying tower
through the spare material tank through the diaphragm pump to form polymer powder after spray drying, and the polymer powder and various
additives are mixed and screened through the mixer to be packed into the warehouse.
The following table shows the number and types
of production lines, the types of products produced and the production capacity as of the date of this report:
Facility | |
Production Lines | |
Product Portfolio | |
Capacity |
Xianning Bozhuang | |
There are six production lines: the production line of cyan brick tea with traditional handicraft; the production line of cyan brick tea; the production line of teabag; the production line of green tea and the production line of black tea | |
Cyan brick tea, black tea and green tea | |
Production line with 5,020 tons of production capacity |
| |
| |
| |
|
Jingshan Sanhe | |
There are two production lines: the production line of ethanol fuel and the production line of fuel additive | |
Alcohol based clean fuel, liquid wax, arene and biomass fuel | |
Two production lines with a total production capacity of 300,000 tons/year for ethanol fuel, and 3000 tons/year for fuel additive |
| |
| |
| |
|
Jilin Chuangyuan | |
The company has two formaldehyde production lines, eight rubber production units, one methylal production line and one clean fuel oil production line | |
Formaldehyde, urea formaldehyde adhesive, methylal and clean fuel oil | |
Annual production capacity of 120,000 tons of formaldehyde, 100,000 tons of urea formaldehyde glue, 3,0000 tons of methylal and 20,000 tons of clean fuel oil |
We operate our production lines year-round.
Raw Materials
Our Supply Sources
Our business depends on obtaining a reliable supply
of various products, including tea, refined methanol, methanol, formaldehyde, polymer emulsion and beef products. Because of the diversity
of available sources of these raw materials, we believe that our raw materials are currently in adequate supply.
We obtain our raw materials primarily from domestic
procurement for our tea production, formaldehyde and methanol products. When it comes to our beef products, we rely on overseas suppliers
to import the raw materials.
Shandong Yunchu carries out our beef products business.
It mainly purchased frozen beef from six countries: Uruguay, Brazil, Chile, Argentina, Australia and New Zealand and 25 factories are
involved. The top ten suppliers include: Marrig, Minerva S.A., G & K O’Connor Pty Ltd, Frigorifico matadero Pando ontilcor S.A.,
Las Moras, Frigorifico de Osorno S.A., Ersinal S.A. ecoparks S.A., lorsinal S.A., and Minerva S.A. The Company has established a stable
long term cooperative relationship with these beef and mutton manufacturers. The stable supply provides competitive advantage for Company
to procure various beef products with high quality and low price to meet the needs of domestic customers.
We select suppliers based on price and product
quality. We typically rely on numerous domestic suppliers, including some with whom we have a long-term relationship. Our suppliers generally
include wholesale agricultural product companies, food production companies, tea bag processing companies and chemical products wholesale
company.
Our Customers
Our products are sold in Chinese domestic market.
As to our formaldehyde products, vehicles gasoline
and diesel products, we are a leading regional chemical products provider in north-eastern China area, and we are the sole provider of
formaldehyde in Jilin Province, China.
When it comes to manufacturing and sales of synthetic
fuel products, we do business through direct sales, constructing refuel facilities and conducting technical cooperation with other companies.
Shandong Yunchu distributes beef products in China
including several major beef products providers and distributors in China, such as Henan Hengdu Food Co., Ltd., Shanxi Pingyao Beef Group,
Shandong Delis Food Co., Ltd. and Heilongjiang Binxi Group.
Our Sales and Marketing Efforts
We have not spent a significant amount of capital
on advertising in the past, and our advertising budget continues to be limited. In 2023, our marketing and branding efforts mainly focus
on internet advertising and long-term customers.
Intellectual Property
Patents
The company vigorously implements scientific and
technological innovation. Jingshan Sanhe obtains 12 practical patent certificates from the State Intellectual Property Office of the PRC,
which includes a diesel exhaust cleaner and its preparation method, a kind of automobile exhaust cleaner and preparation method, a kind
of filtering device for exhaust port of cleaning liquid production plant, a kind of automobile cleaner dispensing device, a kind of liquid
dispensing equipment, a kind of mixing and stirring tank, a kind of cleaning brush for cleaning agent storage tank, a kind of reactor
for producing auto cleaner, a kind of cleaning brush for cleaning agent mixing kettle, a kind of mixing tank, a cleaning tool for cleaning
the reactor for detergent production and a kind of mixing and defoaming tank. The company will give full play to the advantages of independent
intellectual property rights, continue to innovate, maintain the leading technology and enhance the core competitiveness of the company.
We take reasonable steps to protect our proprietary
information and trade secrets, such as limiting disclosure of proprietary plans, methods and other similar information on a need-to-know
basis and requiring employees with access to our proprietary technology to enter into confidentiality arrangements. We believe that our
proprietary technology and trade secrets are adequately protected.
Our Employees
As of December 31, 2023, we had a total of 143
employees. Approximately 143 of our full-time employees are directly employed by our subsidiaries and VIE.
The following table sets forth the allocation of
employees, both direct and leased, by job function.
| |
Number of | |
Department | |
Employees | |
Production | |
| 49 | |
Purchasing | |
| 3 | |
Research and Development | |
| 5 | |
Quality Control | |
| 6 | |
Sales | |
| 26 | |
Finance | |
| 13 | |
Management | |
| 23 | |
Administration | |
| 18 | |
Total | |
| 143 | |
We have not experienced any significant problems
or disruption to our operations due to labor disputes, nor have we experienced any difficulties in recruitment and retention of experienced
staff.
We compensate our production line employees by
unit produced (piece work) and compensate other employees with a base salary and bonus based on performance. We also provide training
for our staffs from time to time to enhance their technical and product knowledge, including knowledge of industry quality standards.
Our employees participate in state pension scheme
and various types of social insurance organized by municipal and provincial governments. Outsourcing agents are responsible for contributions
on behalf of the leased employees.
Our Research and Development Activities
We have research and development staffs at each
of our facilities. In total, 5 employees are dedicated to research and development.
Jingshan Sanhe owns a professional laboratory which
includes 17 sets of professional experimental equipment operated by 2 high-end scientific research experts to ensure the high quality
of raw materials and products.
Jilin Chuanyuan was jointly awarded by Jilin Provincial
Department of education and Jilin Provincial Department of industry and information technology as Jilin University enterprise joint technology
innovation laboratory by 3 high-end scientific research experts. The company currently carries out a project of transformation of scientific
and technological achievements with Beihua University. Specifically, it is a kind of urea formaldehyde resin adhesive with ultra-low formaldehyde
emission and its preparation process, ZL 201510055885x. At the same time, as a participant, the project is applying for the national science
and technology progress award. Beihua University has set up a teaching and research practice base in our company. On top of that, the
company also successfully developed the urea formaldehyde resin for E1 grade waterproof particleboard, E0 grade and F grade particleboard,
as well as the UF resin for E0 grade and F grade particleboard with UFC.
We rely heavily on customer feedback to assist
us in the modification and development of our products. We also utilize customer feedback to assist us in the development of new products.
The amount we spent on research and development
activities during the years ended December 31, 2023 and 2022 was not a material portion of our total expenses for those years.
Government Regulation
As a company that continuously strives to create
new value, we have been doing business in five areas: tea product cultivation, packaging, and sales; manufacturing and sales of synthetic
fuel products, formaldehyde products, vehicles gasoline and diesel products; manufacturing of insulation type explosion-proof skid-mounted
refueling equipment and SF double-layer buried type storage tank products business; importing and distribution of beef products and multimedia
design, advertising business.
Our tea product cultivation, packaging, and sales
business is subject to regulations of China’s Agricultural Ministry and Ministry of Health. This regulatory scheme governs the manufacture
(including composition and ingredients), labeling, packaging and safety of food. It also regulates manufacturing practices, including
quality assurance programs, for foods through its current manufacturing practice regulations, and specifies the standards of identity
for certain foods. We have obtained approvals from Chinese authorities for products that requires the approval under regulations, including
quality safety approval from government.
Our manufacturing and sales of chemical products
business is subject to multiple regulations under PRC law. We have complete certificates, including the work safety license, production
license and emission license. We have passed the environmental assessment acceptance and currently works on the promotion to the second
level of work safety standardization from the third level. Our operation meets the requirements of relevant national laws, regulations,
standards and specifications, as well as other the requirements of national management departments at all levels.
Our importing and distribution of beef products
business is carried out by Shandong Yunchu and we have obtained relevant certifications including the record registration form of foreign
trade operators and food business license.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required
to include risk factors in this Annual Report. Investment in our securities involves a high degree of risk. You should consider carefully
all of the risks described on the Registration Statement on Form S-3 filed by the Company on September 17, 2021, and as subsequently amended,
together with the other information contained in this report, before making a decision to invest in our units. If any of the events descripted
in the risk factors occur, our business, financial condition and operating results may be materially adversely affected. In that event,
the trading price of our securities could decline, and you could lose all or part of your investment.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
We do not consider that we
face significant cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity
risk. We depend on the digital technologies of third parties, and any sophisticated and deliberate attacks on, or security breaches in,
systems or infrastructure or the cloud that we utilize, including those of third parties, could lead to corruption or misappropriation
of our assets, proprietary information and sensitive or confidential data and could have a material adverse effect on our business, financial
condition or reputation. Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes
of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose. As a company
without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack
sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible
that any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial
loss.
Our board of directors is
generally responsible for the oversight of risks from cybersecurity threats, if there is any. Our management will promptly report to the
board of directors on incidents of material cybersecurity risks facing us and any third parties and the measures that may be taken to
mitigate such risks. As of the date of this annual report, we have not encountered any cybersecurity incidents that have materially affected,
or that we believe are reasonably likely to materially affect, us, including our business strategy, results of operations or financial
condition. We do, however, face risks from cybersecurity threats.
ITEM 2. PROPERTIES
Our primary facilities, which are owned except
where otherwise indicated, are as follows:
Facility | |
Location | |
Approximate
Size (Square Meters) | | |
Owned or Leased |
Xianning Bozhuang * | |
Xianning City, Hubei Province, PRC | |
| 33,333 | | |
Land Use Rights Obtained |
Jingshan Sanhe ** | |
Jingshan City, Hubei Province, PRC | |
| 11,018 | | |
Leased |
Jilin Chuangyuan *** | |
Meihekou City, Jilin Province, PRC | |
| 59,690 | | |
Land Use Rights Obtained |
Shandong Yunchu**** | |
Qingdao City, Shandong Province | |
| 178.16 | | |
Leased |
| * | Became
a VIE in May 2019 and became a subsidiary in August 2021. |
| ** | Became
a subsidiary in September 2021. |
| *** | Became
a VIE in July 2021. |
| **** | Become
a subsidiary in December 2021. |
In the aggregate, we currently have land use rights
to, or lease, 4 properties with approximately 104,219.16 square meters, consisting of manufacturing facilities and office buildings for
future expansion. We believe our current facilities provide adequate capacity for our current and projected needs.
All land in China is owned by the government. Individuals
and companies are permitted to acquire land use rights for specific purposes. In the case of land used for industrial purposes, the land
use rights are granted for a period of up to 50 years. This period may be renewed at the expiration of the initial and any subsequent
terms. Granted land use rights are transferable and may be used as security for borrowings and other obligations.
ITEM 3. LEGAL PROCEEDINGS
On July 27, 2023, Daqi Cui,
a former employee, filed a complaint against the Company in Queens County, the Supreme Court of the State of New York, asserting claims
of breach of employment contract, seeking $609,145.05 in damages as well as attorneys’ fees and costs. On November 6, 2023, the
Company filed a motion to move the case to the United States District Courthouse, Eastern District of New York for an Order to dismiss
with prejudice.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market for our Common Stock
Our common stock is quoted on the NYSE American under the
symbol “PLAG”.
Approximate Number of Holders of Our Common Stock
As of December 31, 2023, there were 322 stockholders
of record of our common stock. This does not include the holders whose shares are held in a depository trust in “street” name.
Dividend
We have not declared or paid cash dividends other
than the payment of a dividend in April 2007 in connection with our reverse merger. Any future decisions regarding dividends will be made
by our Board of Directors. We currently intend to retain and use any future earnings for the development and expansion of our business
and do not anticipate paying any cash dividends in the foreseeable future.
Issuances of Unregistered Securities
On May 9, 2019, we and Shanghai Xunyang entered
into a share exchange agreement with Xianning Bozhuang and each of the original shareholders of Xianning Bozhuang. Such transaction closed
on May 14, 2019. Pursuant to the share exchange agreement, we issued an aggregate of 1,080,000 shares of common stock of the Company to
the Sellers in exchange for the transfer of all of the equity interest of Xianning Bozhuang to Shanghai Xunyang.
On June 17, 2019, the Company entered into a securities
purchase agreement, pursuant to which five individuals residing in the PRC agreed to purchase an aggregate of 1,300,000 shares of the
Company’s common stock, par value $0.001 per share, for an aggregate purchase price of $5,460,000, representing a purchase price
of $4.20 per share. The transaction closed on June 19, 2019.
On January 26, 2021, the Company entered into a
securities purchase agreement, pursuant to which three individuals residing in the PRC agreed to purchase an aggregate of 2,700,000 shares
of the Company’s common stock, par value $0.001 per share, for an aggregate purchase price of $6,750,000, representing a purchase
price of $2.50 per share. The transaction closed on January 29, 2021.
On March 9, 2021, the Company entered into a share
exchange agreement with Jilin Chuangyuan and each of the original shareholders of Jilin Chuangyuan. Pursuant to the share exchange agreement,
we issued an aggregate of 3,300,000 shares of common stock of the Company to the Sellers in exchange for the transfer of 75% of the equity
interest of Jilin Chuangyuan.
On April 24, 2021, the Company entered into a securities
purchase agreement, pursuant to which three individuals residing in the PRC agreed to purchase an aggregate of 4,000,000 shares of the
Company’s common stock, par value $0.001 per share, for an aggregate purchase price of $7,600,000, representing a purchase price
of $1.90 per share. The transaction closed on May 20, 2021.
On July 15, 2021, the Company entered into a share
exchange agreement with Anhui Ansheng and each of the original shareholders of Anhui Ansheng. Pursuant to the share exchange agreement,
we issued an aggregate of 4,800,000 shares of common stock of the Company to the Sellers in exchange for the transfer of 66% of the equity
interest of Anhui Ansheng.
On December 9, 2021, the Company entered into a
share exchange agreement with Shandong Yunchu and each of the original shareholders of Shandong Yunchu. Pursuant to the share exchange
agreement, we issued an aggregate of 5,900,000 shares of common stock of the Company to the Sellers in exchange for the transfer of all
of the equity interest of Shandong Yunchu.
On January 13, 2022, the Company entered into a
securities purchase agreement, pursuant to which three individuals residing in the PRC agreed to purchase an aggregate of 7,000,000 shares
of the Company’s common stock for an aggregate purchase price of $7,000,000, representing a purchase price of $1.00 per share. The
transaction closed on January 14, 2022.
On April 8, 2022, the Company enterted into a share
exchange agreement with Allinyson and each of the orginial shareholders of Allinyson. including its wholly-owned subsidiary Baokuan Technology
(Hongkong) Limited.Pursuant to the share exchange agreement, we issued an aggregate of 7,500,000 shares of common stock of the Company
to the Sellers in exchange for the transfer of all of the equity interest of Allinyson.
On May 19, 2022, the Company entered into a Securities
Purchase Agreement with two investors residing in the People’s Republic of China, pursuant to which the purchasers agreed to invest
an aggregate of $4,100,000 in the Company in exchange for an aggregate of 10,000,000 shares of the Company’s common stock, representing
a purchase price of $0.41 per share. The transaction closed on May 27, 2022.
On July 15, 2022, the Company enerted into a share
exchange agreement with Xiangtian Energy and the the shareholder of Xiantian Energy. Pursuant to the Share Exchange Agreement, in exchange
for the acquisition of the 30% equity interest of Xiangtian Energy, the Company issued an aggregate of 12,000,000 shares of common stock,
par value $0.001 per share, of the Company to the Seller.
Securities Authorized for Issuance under Equity Compensation
Plans
We did not issue any shares under our equity compensation
plan in the fiscal year of 2023.
ITEM 6. RESERVED
Not applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
We are headquartered in Flushing, New York. After
a series of acquisitions and dispositions in 2023 and 2022, our primary business, which is carried out by Shandong Yunchu, Jingshan Sanhe,
Jilin Chuangyuan, Fast Approach Inc and Xianning Bozhuang, is:
| ● | To sell black tea product cultivation, packaging, and sales; |
| | |
| ● | To sell high-grade synthetic fuel products; |
| ● | To sell formaldehyde,
urea-formaldehyde glue, methylal, and clean fuel oil; |
| | |
| ● | Online advertising services and mobile game. |
Results of Operations
The following discussion should be read in conjunction
with the company’s audited consolidated financial statement for the years ended December 31, 2023, and 2022 and related notes to
that.
| |
Years Ended | | |
Increase / | | |
Increase / | |
| |
December 31, | | |
Decrease | | |
Decrease | |
(In Thousands of USD) | |
2023 | | |
2022 | | |
($) | | |
(%) | |
Net revenues | |
| 27,120 | | |
| 44,757 | | |
| (17,637 | ) | |
| (39 | ) |
Cost of revenues | |
| 25,688 | | |
| 40,405 | | |
| (14,717 | ) | |
| (36 | ) |
Gross profit | |
| 1,432 | | |
| 4,352 | | |
| (2,920 | ) | |
| (67 | ) |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Selling and marketing expenses | |
| 898 | | |
| 2,167 | | |
| (1,269 | ) | |
| (59 | ) |
General and administrative expenses | |
| 9,036 | | |
| 7,056 | | |
| 1,980 | | |
| 28 | |
Research & Developing expenses | |
| 269 | | |
| 403 | | |
| (134 | ) | |
| (33 | ) |
Operating loss | |
| (8,771 | ) | |
| (5,273 | ) | |
| (3,498 | ) | |
| 66 | |
Interest expense | |
| (496 | ) | |
| (624 | ) | |
| 128 | | |
| (21 | ) |
Other income (expense) | |
| (123 | ) | |
| 1,099 | | |
| (1,222 | ) | |
| (111 | ) |
Impairment of goodwill | |
| - | | |
| (10,386 | ) | |
| 10,386 | | |
| (100 | ) |
Share of losses from equity method investments | |
| (569 | ) | |
| (84 | ) | |
| (485 | ) | |
| 577 | |
Loss on disposal of equity investments | |
| (10,849 | ) | |
| - | | |
| (10,849 | ) | |
| N/A | |
Loss before tax | |
| (20,808 | ) | |
| (15,268 | ) | |
| (5,540 | ) | |
| 36 | |
Income tax expense | |
| (35 | ) | |
| (1,475 | ) | |
| 1,440 | | |
| (98 | ) |
Loss from continuing operations | |
| (20,843 | ) | |
| (16,743 | ) | |
| (4,100 | ) | |
| 24 | |
Net loss from discontinuing operations | |
| - | | |
| (9,192 | ) | |
| 9,192 | | |
| (100 | ) |
Net (loss) income | |
| (20,843 | ) | |
| (25,935 | ) | |
| 5,092 | | |
| (20 | ) |
Net Revenues. Our net revenues for the
fiscal year ending on December 31, 2023 amounted to $27.12 million, reflecting a decline of approximately $17.64 million or 39% compared
to the previous year’s figure of $44.76 million (ending on December 31, 2022). In the previous fiscal year, 50% of our total revenue was
generated from the sale of a diverse range of food products to restaurants. However, this segment has been significantly impacted by the
adverse effects of COVID-19, leading to a decline in sales from $23.34 million in 2022 to $14.32 million in 2023. The residual decrease
was attributable to disposal of certain subsidiaries in late 2022.
Cost of Revenues. During the year ended
December 31, 2023, we experienced a decrease in cost of revenue of $14.72 million or 36%, in comparison to the year ended December 31,
2022, from approximately $40.41 million to $25.69 million. This change was mainly due to a decrease in sales of revenue, as discussed
above, and disposal of certain subsidiaries in late 2022.
Gross Profit. Our gross profit
declined by $2.92 million, representing a decrease of 67% to $1.43 million for the fiscal year ended December 31, 2023 compared to
$4.35 million for the fiscal year ended December 31, 2022. This decline can be primarily attributed to the aforementioned factors,
namely a decrease in sales revenue and the divestiture of certain subsidiaries towards the end of 2022. Additionally, another
contributing factor was a slight increase in the average combined cost per unit of our products. The gross profit margin decreased
from 10.77% in 2022 to 5.57% in 2023, representing a decrease of 5.2%. This decline is primarily attributed to the significant
reduction in sales of cold chain food mentioned earlier, as well as a notable increase in associated warehousing costs.
Operating Expenses
Selling and Marketing Expenses. Our selling
and marketing expenses decreased by $1.27 million, or 59%, to $0.90 million for the year ended December 31, 2023 from $2.17 million for
the year ended December 31, 2022. This decrease was mainly due to the aforementioned reasons, attributable to a decrease in sales of revenue
and the disposal of certain subsidiaries in 2022.
General and Administrative Expenses. Our
general and administrative expenses for the year ended December 31, 2023 increased by $1.98 million, or 28%, to $9.04 million compared
to the previous year’s $7.06 million. After adjusting for the impact of $1.10 million from last year’s General and Administrative
Expenses generated by the disposed subsidiary, the increase in fiscal 2023 is approximately $3.03 million. The primary reason for this
increase is attributed to inadequate inventory management, resulting in a loss of inventory of approximately $1.97 million and an expected
credit loss of $2.76 million on trade receivables, partially offset by a decrease of $1.70 million attributed to cost control during 2023.
Net Loss
Our net loss decreased by $5.09 million, or 20%,
to a net loss of $20.84 million for the year ended December 31, 2023 from $25.94 million in net loss for the year ended December 31, 2022.
This decrease was mainly due to the aforementioned reasons, attributable to a decrease in sales of revenue and the disposal of certain
subsidiaries in 2022.
Liquidity and Capital Resources
In assessing our liquidity, we monitor and analyze
our cash-on-hand and operating and capital expenditure commitments. Our liquidity needs meet our working capital requirements, operating
expenses, and capital expenditure obligations. In the reporting period in the fiscal year 2023, our primary sources of financing have
been cash generated from operations and private placements.
As of December 31, 2023, we had cash and cash equivalents
of $436.38 thousand compared to $93.49 thousand as of December 31, 2022. The debt to assets ratio was 54.40% and 33.16% as of December
31, 2023 and December 31, 2022, respectively. We expect to continue to finance our operations and working capital needs in 2023 from cash
generated from operations and, if needed, private financings. Suppose available liquidity is insufficient to meet our operating and loan
obligations as they come due. In that case, our plans include pursuing alternative financing arrangements or reducing expenditures as
necessary to meet our cash requirements. However, there is no assurance that we will raise additional capital or reduce discretionary
spending to provide liquidity if needed. We cannot be sure of the availability or terms of any alternative financing arrangements.
Going Concern
The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern; however, the Company has incurred a net loss of $20,843,796
attributable to common shareholders for the year ended December 31, 2023. As of December 31, 2023, the Company had an accumulated deficit
of $140,724,597, a working capital deficit of $6,675,220, its net cash used in operating activities for the year ended December 31, 2023
was $ 5,282,343.
These factors raise substantial doubt on the Company’s ability
to continue as a going concern. The accompanying audited consolidated financial statements do not include any adjustments that might result
from the outcome of this uncertainty. Management’s plan for the Company’s continued existence is dependent upon management’s
ability to execute the business plan, develop the plan to generate profit; additionally, Management may need to continue to rely on private
placements or certain related parties to provide funding for investment, for working capital and general corporate purposes. If management
is unable to execute its plan, the Company may become insolvent.
The following table provides detailed information
about our net cash flow for all financial statement periods presented in this report.
Cash Flows Data:
| |
For the years ended December 31 | |
(In thousands of U.S. dollars) | |
2023 | | |
2022 | |
Net cash flows used in operating activities | |
| (5,282 | ) | |
| (9,012 | ) |
Net cash flows provided by investing activities | |
| 2,670 | | |
| (3,854 | ) |
Net cash flows provided by financing activities | |
| 2,888 | | |
| 10,841 | |
Operating Activities
Net cash used in operating activities decreased by $3.73 million to
$5.28 million during the year ended December 31, 2023 from $9.01 million during the year ended December 31, 2022. This decrease was primarily
due to the decrease in net loss excluding non-cash expenses, gains and losses of $1.42 million and changes in net operating assets and
liabilities of $5.15 million.
Investing Activities
Net cash provided by investing activities for
the year ended December 31, 2023 was $2.67 million, representing an increase of $6.52 million from the $3.85 million used in investing
activities for the same period in 2022. This increase is primarily attributed to the disposal of a certain subsidiary amounting to $2.77
million and a decrease in long-term investments totaling $4.10 million compared to the previous year.
Financing Activities
Net cash provided by financing activities for the year ended December
31, 2023, amounted to $2.88 million, indicating a decrease of $7.95 million compared to the corresponding period in 2022. This decline
primarily stems from a reduction of $11.10 million in proceeds generated from the issuance of common stock as opposed to 2022, partially
offset by an increase of $2.97 million attributed to changes involving related parties during 2023.
Critical Accounting Policies
The preparation of financial statements in conformity
with the United States generally accepted accounting principles requires our management to make assumptions, estimates, and judgments
that affect the amounts reported in the financial statements, including the notes to that, and related disclosures of commitments contingencies,
if any.
We consider our critical accounting policies to
require the more significant judgments and estimates in preparing financial statements, including those outlined in Note 2 to the financial
statements included herein.
The Company has evaluated the timing and the impact
of the guidance above on the financial statements.
As of December 31, 2023, there were no other recently
issued accounting standards not yet adopted that would or could have a material effect on the Company’s consolidated financial statements.
Off-Balance Sheet Arrangements
We do not have any off-balance arrangements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA
The full text of our audited consolidated financial
statements as of December 31, 2023, begins on page F-1 of this annual report on Form 10-K/A.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We
maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information
required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in
the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As
required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated
the effectiveness of our disclosure controls and procedures as of December 31, 2023. Based on that evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that as of December 31, 2023, our disclosure controls and procedures were not effective due to
the material weakness in our internal control over financial reporting described below.
Internal
Controls over Financial Reporting
Management’s
Annual Report on Internal Control over Financial Reporting.
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive
Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting
based upon the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on that evaluation, our management concluded that, as of December 31, 2023, our internal controls over financial
reporting were not effective.
The significant deficiency identified by our management as of December
31, 2023, relates to the ability of the Company to record transactions and provide disclosures in accordance with generally accepted accounting
principles in the United States (“U.S. GAAP”). We did not have sufficient and skilled accounting personnel with an appropriate
level of experience in the application of U.S. GAAP commensurate with our financial reporting requirements. For example, our staff members
do not hold licenses such as Certified Public Accountant or Certified Management Accountant in the U.S., have not attended U.S. institutions
for training as accountants, and have not attended extended educational programs that would provide sufficient relevant education relating
to U.S. GAAP. Our staff will require substantial training to meet the demands of a U.S. public company and our staff’s understanding
of the requirements of U.S. GAAP-based reporting are inadequate.
Remediation
Initiative
We
plan to provide U.S. GAAP training sessions to our accounting team. The training sessions will be organized to help our corporate accounting
team gain experience in U.S. GAAP reporting and to enhance their awareness of new and emerging pronouncements with potential impact on
our financial reporting. We plan to continue to recruit experienced and professional accounting and financial personnel and participate
in educational seminars, tutorials, and conferences and employ more qualified accounting staff in the future.
Changes
in Internal Controls over Financial Reporting
Other
than as described above, during the fiscal year ended December 31, 2023, there were no material changes in our internal control over
financial reporting identified in connection with the evaluation performed during the fiscal year covered by this annual report that
has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent
Limitations over Internal Controls.
Our
internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes under U.S. GAAP. Our internal control over financial reporting includes
those policies and procedures that:
| (i) | pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; |
| (ii) | provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements under U.S. GAAP, and that
our receipts and expenditures are being made only under authorizations of our management and directors; and |
| (iii) | provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could
affect the financial statements. |
Management,
including our Chief Executive Officer and Chief Financial Officer, does not expect our internal controls to prevent or detect all misstatements.
No matter how well designed and operated, a control system can provide only reasonable, not absolute, assurance that the objectives of
the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the
benefits of such controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no
evaluation of internal controls can provide absolute assurance that all control issues and instances of misstatements, if any, have been
detected or prevented. Also, projections of any evaluation of the effectiveness of controls in future periods are subject to the risk
that those internal controls may become inadequate because of changes in conditions or that the degree of compliance with the policies
or procedures may deteriorate.
ITEM 9B.
OTHER INFORMATION.
None.
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not
Applicable.
PART
III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors
and Officers
The
following table sets forth the name, age and position of each of our current directors and officers.
Name
|
|
Age
|
|
Position
|
Bin Zhou |
|
34 |
|
Chairman and Chief Executive Officer |
Lili Hu |
|
46 |
|
Chief Financial Officer |
Luojie Pu |
|
36 |
|
Director |
King Fai Leung |
|
51 |
|
Director |
Yang Cao |
|
31 |
|
Director |
Mr.
Bin Zhou has served as a director of the Company since May 2019 and served as our Chief Executive Officer and Chairman since October
2020. He has served as chairman of the board of directors of Xianning Bozhuang since March 2019. Mr. Zhou was the general manager and
legal representative of Hubei Qianding Equipment Manufacturing Co., Ltd., a mechanical equipment manufacturing company, from March 2016
to March 2019. He also served as supervisor of Hubei Henghao Real Estate Development Co., Ltd., a real estate development company, from
April 2014 to June 2018. Mr. Zhou received his Bachelor of Law degree from National Judges College in Beijing, China.
Ms.
Lili Hu has served as the Chief Financial Officer of the Company since June 2019. She has over ten years of accounting experiences.
Ms. Hu has served as the financial director of Xianning Bozhuang Tea Products Co., Ltd., a wholly-owned subsidiary of the Company, since
July 2018. From June 2016 to June 2018, Ms. Hu worked as an audit project manager with Hubei Puhua Lixin LLP, an audit firm in Hubei,
China. From May 2014 to May 2016, Ms. Hu was a financial manager of Houfu Medical Device Co., Ltd., a medical device company in China.
From January 2009 to December 2013, Ms. Hu served as the financial director of Hebei Rentian Gaopeng Mechanical Co., Ltd., a manufacturing
company in China. From January 2006 to June 2008, Ms. Hu was the Chief Financial Officer of Hubei Hongfa Telecommunications Co., Ltd.,
a telecommunications company in China. Ms. Hu graduated from Hubei University of Science and Technology with a major in accounting. Ms.
Hu is a Certified Public Accountant in China.
Ms.
Luojie Pu has served as a director of the Company since August 2022. Ms. Pu has served as the vice general manager of Jinan Hehui
financial software service Co., Ltd. since April 2018. From October 2013 to March 2018, Ms. Pu served as an associate marketing director
for Jinan Hengxin Weiye Telecommunication Equipment Co., Ltd. Ms. Pu received her bachelor’s degree in finance from Shandong University
in July 2013. We believe Ms. Pu is well qualified to serve on the Board because of her extensive finance and management experience.
Mr.
King Fai Leung has served as a director of the Company since July 2019. He has over 20 years’ experience in finance and accounting.
He has been the executive director of Maxima Energy Limited, an energy company in Hong Kong, since December 2018. Mr. Leung has also
served as an independent director since November 2017 and was re-designated in March 2019 as an executive director and Chief Financial
Officer of Chineseinvestors.com, Inc., a financial information website for Chinese-speaking investors (OTCQB: CIIX). He has also served
as an independent director, chairman of the audit committee and a member of the remuneration and nomination committee of Daisho Microline
Holdings Ltd., a Hong Kong-based investment holding company principally engaged in the manufacture and sales of printed circuit boards
(HKG: 0567), since June 2015. In addition, Mr. Leung served as directors in various public companies, including Kirin Group Holdings
Limited, an investment holding company principally engaged in the financial related business (HKG: 8109), Biostar Pharmaceuticals, Inc.,
a pharmaceutical and medical nutrient products company (OTC Pink: BSPM), and Hao Wen Holdings Limited, an investment holding company
principally engaged in the manufacture and trading of biomass fuel in China (HKG: 8019). Mr. Leung earned his Bachelor of Commerce in
Accounting and Finance from Deakin University in Victoria, Australia. He is a Certified Public Account in both Hong Kong and Australia.
Ms.
Yang Cao has served as a director of the Company since March 2020. She has been practicing commercial law as an attorney with Hubei
Zhonghe Law Office. Prior to that, she served as a legal counsel to Xianning High-Tech Industrial Zone, a municipal government authority
providing infrastructure and resources to high-tech companies, from November 2016 to November 2019. From October 2015 to November 2016,
Ms. Cao worked as a compliance officer at Qingdao Inter-Credit Group Wuhan Branch, a business consulting company. Ms. Cao received her
LL.B. degree from Hankou College and an LL.M. degree from Central China Normal University
There
are no arrangements or understandings between any of our directors, officers and any other person pursuant to which any director was
selected to serve as a director or officers of our company. Directors are elected until their successors are duly elected and qualified.
Our executive officers are appointed by our Board and serve at their discretion. There are no family relationships among our directors
or officers.
Board
of Directors
Our
Board met on twelve occasions during fiscal year 2023. Each of the members of our Board attended more than 75% of the total number of
meetings held by our Board and the committees on which each director served during fiscal year 2023.
Committees
of the Board
Audit
Committee
The
Audit Committee assists our Board in monitoring:
|
- |
our accounting, auditing,
and financial reporting processes; |
|
|
|
|
- |
the integrity of our financial
statements; |
|
|
|
|
- |
internal controls and procedures
designed to promote our compliance with accounting standards and applicable laws and regulations; and |
|
|
|
|
- |
the appointment and evaluation
of the qualifications and independence of our independent auditors. |
King
Fai Leung, Yang Cao and Luojie Pu, all of whom are independent directors under SEC rules and the rules of NYSE American, are currently
serving as members of the Audit Committee. Mr. Leung is the chairman of the Audit Committee and is our audit committee financial expert.
The
Audit Committee has adopted a written charter, a copy of which is available on our website at www.planetgreenholdings.com, and a printed
copy of which is available to any stockholder requesting a copy by writing to: Planet Green Holdings Corp., c/o Board of Director Office,
130-30 31st Ave, Suite 512, Flushing, NY, 11354. During the fiscal year ended December 31, 2023, our Audit Committee held
three meetings.
Compensation
Committee
The
functions of the Compensation Committee are as follows:
|
● |
to assist our Board in discharging
its responsibilities with respect to compensation of our executive officers and directors; |
|
● |
to evaluate the performance
of our executive officers; |
|
● |
to assist our Board in developing
succession plans for executive officers; and |
|
● |
to administer our stock and
incentive compensation plans and recommend changes in such plans to our Board as needed. |
The
current members of the Compensation Committee are Luojie Pu, King Fai Leung and Yang Cao. Ms. Pu is the chairman of the Compensation
Committee. All current members of the Compensation Committee are independent directors, and all past members were independent directors
at all times during their service on such Committee. None of the past or present members of our Compensation Committee are present or
past employees or officers of the Company or any of our subsidiaries. No member of the Compensation Committee has had any relationship
with us requiring disclosure under Item 404 of Regulation S-K. None of our executive officers serves on the Board of Directors or compensation
committee of a company that has an executive officer that serves on our Board of Directors or Compensation Committee.
The
Compensation Committee may not delegate its responsibilities to another committee, individual director or member of management.
The
Compensation Committee meets on an annual basis and holds special meetings as needed. The Compensation Committee meetings may be called
by the Committee chairman, the Chairman of the Board of Directors or a majority of Committee members. The Chief Executive Officer and
Chief Financial Officer also provide recommendations to the Compensation Committee relating to compensation of other executive officers.
The Compensation Committee held one meeting in fiscal year 2023.
Nominating
and Corporate Governance
The
Nominating and Corporate Governance assists the Board of Directors in identifying individuals qualified to become our directors and in
determining the composition of the Board of Directors and its committees. The Nominating and Corporate Governance is responsible for,
among other things:
|
● |
to make recommendations to
the Board of Directors with respect to the size and composition of the Board of Directors; |
|
● |
to make recommendations to
the Board of Directors on the minimum qualifications and standards for director nominees and the selection criteria for the Board
members; |
|
● |
to review the qualifications
of potential candidates for the Board of Directors; |
|
● |
to make recommendations to
the Board of Directors on nominees to be elected at the annual meeting of stockholders; and |
|
● |
to seek and identify a qualified
director nominee, in the event that a director vacancy occurs, to be recommended to the Board of Directors for either appointment
by the Board of Directors to serve the remainder of the term of a director position that is vacant or election at the annual meeting
of the stockholders. |
The
current members of the Nominating and Corporate Governance are Yang Cao, Luojie Pu and King Fai Leung. Ms. Cao is the chairman of the
Nominating and Corporate Governance Committee. During the fiscal year 2023, our Nominating and Corporate Governance Committee held one
meeting.
Stockholder
Nominations for Director
Stockholders
may propose candidates for board membership by writing to: Planet Green Holdings Corp., c/o Board of Director Office, 130-30 31st
Ave, Suite 512, Flushing, NY, 11354. Any such proposal shall contain the name, holdings of our securities and contact information
of the person making the nomination; the candidate’s name, address and other contact information; any direct or indirect holdings
of our securities by the nominee; any information required to be disclosed about directors under applicable securities laws and/or stock
exchange requirements; information regarding related party transactions with our company and/or the stockholder submitting the nomination;
any actual or potential conflicts of interest; the nominee’s biographical data, current public and private company affiliations,
employment history and qualifications and status as “independent” under applicable securities laws and stock exchange requirements.
Nominees proposed by stockholders will receive the same consideration as other nominees.
Compensation
Committee Interlocks and Insider Participation
None
of our officers currently serves, or in the past year has served, as a member of the Board of Directors or compensation committee of
any entity that has one or more officers serving on our Board of Directors.
Code
of Ethics
Our
Board adopted a Code of Ethics that applies to all of our directors, executive officers, including our principal executive officer, principal
financial officer and principal accounting officer, and employees. The Code of Ethics addresses, among other things, honesty and ethical
conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities
laws, confidentiality, trading on inside information, and reporting of violations of the code. The Code of Ethics is available on our
website at http://www.planetgreenholdings.com, and a copy of the Code of Ethics is available to any stockholder requesting a copy by
writing to: Planet Green Holdings Corp., c/o Board of Director Office, 130-30 31st Ave, Suite 512, Flushing, NY, 11354. We
intend to disclose on our website, in accordance with all applicable laws and regulations, amendments to, or waivers from, our Code of
Ethics.
Legal
Proceedings
To
the Company’s knowledge, other than the litigation brought by Daqi Cui against the Company, there are no material proceedings to
which any of our directors and officers or affiliates of the Company is a party adverse to the Company or has a material interest adverse
to the Company.
ITEM 11.
EXECUTIVE COMPENSATION
Summary
Compensation Table
The
following table sets forth information concerning all forms of compensation earned by our named executive officers during the fiscal
years ended December 31, 2022 and 2023 for services provided to us and our subsidiaries and VIEs. None of our current executive officers
earned compensation that exceeded $100,000 during the fiscal years ended December 31, 2022 or 2023.
Name and Principal Position | |
Year | | |
Salary | | |
Bonus | | |
Stock
Awards | | |
Option
Awards | | |
All Other
Compensation | | |
Total | |
(a) | |
(b) | | |
(c) | | |
(d) | | |
(e) | | |
(f) | | |
(g) | | |
(h) | |
Bin Zhou, | |
| 2023 | | |
$ | 96,000 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 96,000 | |
Chairman, Chief Executive
Officer and Director | |
| 2022 | | |
$ | 96,000 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 96,000 | |
| |
| | | |
| | | |
| - | | |
| - | | |
| - | | |
| - | | |
| | |
Lili Hu, | |
| 2023 | | |
$ | 84,000 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 84,000 | |
Chief Financial Officer
Director | |
| 2022 | | |
$ | 84,000 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 84,000 | |
| |
| | | |
| | | |
| - | | |
| - | | |
| - | | |
| - | | |
| | |
Luojie Pu, | |
| 2023 | | |
$ | 24,000 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 24,000 | |
Director | |
| 2022 | | |
$ | 8,000 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 8,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
King Fai Leung, | |
| 2023 | | |
$ | 21,600 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 21,600 | |
Director | |
| 2022 | | |
$ | 21,600 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 21,600 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Yang Cao, | |
| 2023 | | |
$ | 24,000 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 24,000 | |
Director | |
| 2022 | | |
$ | 24,000 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 24,000 | |
In
October 2020, the Board appointed Bin Zhou as a member of the Board and the Chief Executive Officer. Pursuant to the employment agreement
with Mr. Zhou dated October 25, 2022, we are obligated to pay Mr. Zhou a compensation of $96,000 per year.
In
June 2020, the Board appointed Lili Hu to serve as the Chief Financial Officer. Pursuant to the employment agreement dated June 24, 2022
with Ms. Hu, we are obligated to pay Ms. Hu a compensation of $84,000 per year.
In
August 2022, the Board appointed Luojie Pu to serve as the Director. Pursuant to the employment agreement with Ms. Pu, we are obligated
to pay Ms. Pu a compensation of $24,000 per year.
In
July 2019, the Board appointed King Fai Leung to serve as the Director. Pursuant to the employment agreement with Mr. Leung, we are obligated
to pay Mr. Leung a compensation of $21,600 per year.
In
March 2020 the Board appointed Yang Cao to serve as the Director. Pursuant to the employment agreement with Ms. Cao, we are obligated
to pay Ms. Cao a compensation of $24,000 per year.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The
following table sets forth information regarding beneficial ownership of our common stock as of March 31, 2023 (i) by each person who
is known by us to beneficially own more than 5% of our common stock; (ii) by each of our named executive officers and directors and (iii)
by all of our officers and directors as a group. Beneficial ownership is determined in accordance with the rules of the SEC that deem
shares to be beneficially owned by any person who has voting or investment power with respect to such shares. Except as otherwise indicated,
the persons listed below have advised us that they have direct sole voting and investment power with respect to the shares listed as
owned by them.
Unless
otherwise specified, the address of each of the persons set forth below is c/o Planet Green Holdings Corp., 130-30 31st Ave,
Suite 512, Flushing, NY 11354.
In
the table below, percentage ownership is based on 72,081,930 shares of our common stock outstanding as of December 31, 2023.
Name and
title of beneficial owner | |
Amount
and nature of beneficial ownership | | |
Percent
of class | |
5% or Greater Stockholders | |
| | |
| |
| |
| | |
| |
Bin Zhou, Chairman, Chief Executive
Officer and Director | |
| 14,942,000 | | |
| 20.72 | % |
Lili Hu, Chief Financial Officer | |
| - | | |
| - | |
Luojie Pu, Director | |
| - | | |
| - | |
King Fai Leung, Director | |
| - | | |
| - | |
Yang Cao, Director | |
| - | | |
| - | |
All executive officers,
directors and director nominees as a group (seven individuals) | |
| 14,942,000 | | |
| 20.72 | % |
Changes
in Control
There
are currently no arrangements which would result in a change in control of us.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Related
Party Transactions
None.
Policy
for Approval of Related Party Transactions
Our
Audit Committee Charter provides that all related party transactions required to be disclosed under SEC rules are to be reviewed by the
Audit Committee.
Director
Independence
NYSE
American listing standards require that a majority of our Board of Directors be independent. An “independent director” is
defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship
which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment
in carrying out the responsibilities of a director. Our Board of Directors has determined that Luojie Pu, King Fai Leung, Yang Cao are
“independent directors” as defined in the NYSE American listing standards and applicable SEC rules.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Accounting fees consisted of the following as of December 31, 2023
and December 31, 2022:
| |
12/31/2022 | | |
12/31/2023 | |
Accounting fees | |
$ | 765,000 | | |
$ | 400,000 | |
Total | |
$ | 765,000 | | |
$ | 400,000 | |
WWC, P.C. is the Company’s independent registered
public accounting firm for the fiscal years ended December 31, 2022 and the accounting fees such period were $665,000 Such fees related
to audit services provided by WWC, P.C.,No audit-related or tax services were provided by WWC, P.C. during such periods. YCM CPA Inc.
is the Company’s independent registered public accounting firm for the fiscal years ended December 31, 2022 and the accounting fees
such period were $100,000.YCM CPA Inc. is the Company’s independent registered public accounting firm for the fiscal years ended
December 31, 2023 and the accounting fees such period were $400,000. Such fees related to audit services provided by YCM CPA Inc. No audit-related
or tax services were provided by YCM CPA Inc. during such periods.
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)
(1 and 2) Financial Statement and Schedules
The financial statements contained in the “Audited
Financial Statements” beginning on page F-1 of this annual report on Form 10-K/A.
(b)
Exhibits
Exhibit
No. |
|
Description |
3.1 |
|
Articles
of Incorporation of the registrant, as filed with the Nevada Secretary of State on June 15, 2009. Incorporated by reference to Exhibit
3.1 to the registrant’s registration statement on Form S-3 filed on January 29, 2010. |
3.2 |
|
Certificate
of Amendment of the registrant, as filed with the Nevada Secretary of State on September 28, 2018. Incorporated by reference to Exhibit
3.1 to the registrant’s current report on Form 8-K filed on October 2, 2018. |
3.3 |
|
Bylaws
of the registrant. Incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form S-3 filed on
January 29, 2010. |
4.1* |
|
Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. |
10.1 |
|
Securities
Purchase Agreement, dated as of June 27, 2023, by and among Planet Green Holdings Corp. and Bochuang (Hubei) New Energy Co., Ltd.
Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on June 27, 2023. |
10.2 |
|
Termination
Agreement. Incorporated by reference to Exhibit 10.2 to the registrant’s current report on Form 8-K filed on June 27, 2023. |
14.1 |
|
Business
Ethics Policy and Code of Conduct, adopted on April 30, 2007. Incorporated by reference to Exhibit 14 to the registrant’s current
report on Form 8-K filed on May 9, 2007. |
21.1* |
|
List of subsidiaries of the registrant. |
31.1** |
|
Certification
of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2** |
|
Certification
of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1*** |
|
Certification
of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2*** |
|
Certification
of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
97.1* |
|
Planet
Green Holdings Corp. Clawback Policy |
101.INS |
|
Inline XBRL Instance Document. |
101.SCH |
|
Inline XBRL Taxonomy Extension
Schema Document. |
101.CAL |
|
Inline XBRL Taxonomy Extension
Calculation Linkbase Document. |
101.DEF |
|
Inline XBRL Taxonomy Extension
Definition Linkbase Document. |
101.LAB |
|
Inline XBRL Taxonomy Extension
Label Linkbase Document. |
101.PRE |
|
Inline XBRL Taxonomy Extension
Presentation Linkbase Document. |
104 |
|
Cover Page Interactive
Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* |
Previously filed |
** |
Filed herewith |
*** |
Furnished herewith |
ITEM
16. FORM 10-K/A SUMMARY
Not
applicable.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
|
PLANET GREEN
HOLDINGS CORP. |
|
|
|
Date: December 13, 2024 |
By: |
/s/ Bin Zhou |
|
|
Bin Zhou, Chief Executive Officer and Chairman |
|
|
(Principal Executive Officer) |
|
By: |
/s/
Lili Hu |
|
|
Lili Hu, Chief Financial Officer |
|
|
(Principal Financial and Accounting
Officer) |
Pursuant
to the requirements of the Securities Exchange Act of 1934, this annual report has been signed by the following persons in the capacities
and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Bin
Zhou |
|
Chief Executive Officer and Chairman |
|
December 13, 2024 |
Bin Zhou |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Lili
Hu |
|
Chief Financial Officer and Director |
|
December 13,
2024 |
Lili Hu |
|
(Principal Financial Officer and Principal
Accounting Officer) |
|
|
|
|
|
|
|
/s/ Luojie
Pu |
|
Director |
|
December 13, 2024 |
Luojie Pu |
|
|
|
|
|
|
|
|
|
/s/ King
Fai Leung |
|
Director |
|
December 13, 2024 |
King Fai Leung |
|
|
|
|
|
|
|
|
|
/s/ Yang
Cao |
|
Director |
|
December 13, 2024 |
Yang Cao |
|
|
|
|
PLANET GREEN HOLDINGS
CORP.
CONSOLIDATED FINANCIAL
STATEMENTS
(Stated in US Dollars)
Report of Independent
Registered Public Accounting Firm
To the Board of Directors and the shareholders
of
Planet Green Holdings Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated
balance sheets of Planet Green Holdings Corp. and its subsidiaries (collectively, the “Company”) as of December 31, 2023 and
2022, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholder’s equity, and
cash flows for the years ended December 31, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company
as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022,
in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated
financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated
financial statements, the Company records an accumulated deficit as of December 31, 2023, and the Company currently has a working
capital deficit, continued net losses and negative cash flows from operations. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. These consolidated
financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Basis for Opinion
These consolidated financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial
statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is
matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated
to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and
(2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Impairment
of goodwill - evaluation of the carrying value of goodwill
Description
of the Matter
As discussed in Note 2 and Note 14 to the consolidated
financial statements, the Company’s goodwill balance was $4.72 million as of December 31, 2023. the Company performs a goodwill
impairment test on an annual basis or whenever events or changes in circumstances indicate that the carrying value of a reporting unit
might exceed its fair value. The Company utilizes a discounted cash flow methodology
to calculate the fair value of its reporting units, which requires management to make significant estimates and assumptions related to
projected revenue growth rates, discount rates, and earnings before interest, taxes, depreciation and amortization (“EBITDA”).
Changes in these assumptions could have a significant impact on the fair value of the reporting unit and the amount of any goodwill impairment
charge. In the year of 2023, the Company performed an annual goodwill impairment test in response to the decline in current market
conditions because of the persistent operating losses. The goodwill was determined to be not impaired.
How We
Addressed the Matter in Our Audit
Addressing the matter involved evaluating the
Company’s assessment of the value of the reporting unit under the discounted cash flow method. These procedures included (i) We
performed a retrospective review comparing actual revenue and EBITDA results of the reporting unit for 2023 to the forecasted results
from 2024. (ii) We performed a retrospective review comparing management’s estimates and assumptions relating to revenue, EBITDA,
and EBITDA margin projections for the reporting unit used for the purpose of current year’s annual impairment test to the projections
previously used in connection with the prior year annual impairment test. (iii) We evaluated the consistency of estimates and assumptions
relating to revenue and EBITDA growth inherent in the discounted cash flow model for the reporting unit to those used by management in
other annual forecasting activities. (iv) With the assistance of our fair value specialists, we evaluated (1) the valuation methodology
used and (2) the projections of long-term revenue growth and the discount rates by testing the underlying source information, and by developing
a range of independent estimates and comparing those to the rates selected by management. (v) We performed sensitivity analysis.
Inventory
Valuation
Description
of the Matter
At December 31, 2023, the Company’s net
inventory balance was $1.95 million. As discussed in Note 2 to the consolidated financial statements, the Company adjusts the inventory
carrying value to the lower of actual cost or the estimated net realizable value after completing ongoing reviews of on-hand inventory
quantities exceeding forecasted demand, and by considering recent historical activity as well as anticipated demand.
Auditing management’s inventory excess and
obsolescence reserves involved significant judgment because the estimates are based on several factors that are affected by market, industry,
and competitive conditions outside the Company’s control. In estimating excess and obsolescence reserves, management developed certain
assumptions, including forecasted demand which are sensitive to the competitiveness of product offerings, customer requirements, and product
life cycles. These significant assumptions are forward-looking and could be affected by future economic and market conditions.
How We
Addressed the Matter in Our Audit
We obtained an understanding of internal controls
over the Company’s inventory excess and obsolescence reserves estimation process, including the basis for developing the above-described
assumptions and management’s judgments.
Our audit procedures included, among others, with
the assistance of our fair value specialists, testing the reasonableness of management’s key assumptions and judgments and testing
the accuracy and completeness of the underlying data used to determine the amount of excess and obsolescence reserves. We compared the
quantities and carrying value of on-hand inventories to related unit sales. We also evaluated industry and market factors and performed
sensitivity analysis over the forecasted demand used by management to determine necessary changes in the inventory excess and obsolescence
reserves.
/s/ YCM CPA, Inc.
We have served as the Company’s auditor
since 2022.
PCAOB ID 6781
Irvine, California
April 1, 2024
Planet Green Holdings Corp.
Consolidated Balance
Sheets
| |
December 31, | | |
December 31, | |
| |
2023 | | |
2022 | |
Assets | |
| | |
| |
Current assets | |
| | |
| |
Cash and cash equivalents | |
$ | 436,383 | | |
$ | 93,487 | |
Trade accounts receivable, net | |
| 3,160,325 | | |
| 2,996,638 | |
Inventories | |
| 1,953,063 | | |
| 4,153,680 | |
Advances to suppliers | |
| 5,316,195 | | |
| 5,417,449 | |
Other receivables | |
| 349,984 | | |
| 413,315 | |
Other receivables-related parties | |
| 315,724 | | |
| 180,578 | |
Prepaid expenses | |
| 978,803 | | |
| 579,826 | |
Total current assets | |
| 12,510,477 | | |
| 13,834,973 | |
| |
| | | |
| | |
Non-current assets | |
| | | |
| | |
Plant and equipment, net | |
| 20,271,844 | | |
| 22,569,125 | |
Intangible assets, net | |
| 2,834,102 | | |
| 3,070,172 | |
Construction in progress, net | |
| 30,948 | | |
| 33,260 | |
Long-term investments | |
| 2,257,926 | | |
| 16,488,157 | |
Goodwill | |
| 4,724,699 | | |
| 4,724,699 | |
Total non-current assets | |
| 30,119,519 | | |
| 46,885,413 | |
| |
| | | |
| | |
Total assets | |
$ | 42,629,996 | | |
$ | 60,720,386 | |
| |
| | | |
| | |
Liabilities and Stockholders’ Equity | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Loans-current | |
$ | - | | |
$ | 3,589,582 | |
Accounts payable | |
| 3,598,247 | | |
| 3,528,057 | |
Advance from customers | |
| 2,464,319 | | |
| 2,624,070 | |
Taxes payable | |
| 1,243,060 | | |
| 1,083,493 | |
Other payables and accrued liabilities | |
| 4,510,192 | | |
| 4,412,833 | |
Other payables-related parties | |
| 7,333,545 | | |
| 4,282,841 | |
Deferred income | |
| 36,334 | | |
| 52,088 | |
Total current liabilities | |
| 19,185,697 | | |
| 19,572,964 | |
| |
| | | |
| | |
Non-current liabilities | |
| | | |
| | |
Other long-term liabilities | |
| 191,981 | | |
| 273,757 | |
Loans-noncurrent | |
| 3,812,106 | | |
| 287,167 | |
Total non-current liabilities | |
| 4,004,087 | | |
| 560,924 | |
| |
| | | |
| | |
Total liabilities | |
| 23,189,784 | | |
| 20,133,888 | |
Commitments and contingencies | |
| | | |
| | |
Stockholders’ equity | |
| | | |
| | |
Preferred stock: $0.001 par value, 5,000,000 shares authorized; none issued and outstanding as of December 31, 2023 and 2022 | |
| - | | |
| - | |
Common stock: $0.001 par value, 200,000,000 shares authorized; 72,081,930 shares issued and outstanding as of December 31, 2023 and 2022, respectively. | |
| 72,082 | | |
| 72,082 | |
Additional paid-in capital | |
| 155,702,975 | | |
| 155,702,975 | |
Accumulated deficit | |
| (140,724,597 | ) | |
| (119,880,801 | ) |
Accumulated other comprehensive income | |
| 4,389,752 | | |
| 4,692,242 | |
| |
| | | |
| | |
Total stockholders’ equity | |
$ | 19,440,212 | | |
$ | 40,586,498 | |
| |
| | | |
| | |
Total liabilities and stockholders’ equity | |
$ | 42,629,996 | | |
$ | 60,720,386 | |
See Accompanying Notes to the Financial
Statements
Planet Green Holdings Corp.
Consolidated Statements
of Operations and Comprehensive (Loss) Income
| |
For the Years Ended December 31, | |
| |
2023 | | |
2022 | |
Net revenues | |
$ | 27,120,236 | | |
$ | 44,756,826 | |
Cost of revenues | |
| 25,687,597 | | |
| 40,404,996 | |
Gross profit | |
| 1,432,639 | | |
| 4,351,830 | |
| |
| | | |
| | |
Operating expenses: | |
| | | |
| | |
Selling and marketing expenses | |
| 898,860 | | |
| 2,167,036 | |
General and administrative expenses | |
| 9,036,597 | | |
| 7,055,512 | |
Research & Developing expenses | |
| 269,515 | | |
| 402,729 | |
Total operating expenses | |
| 10,204,972 | | |
| 9,625,277 | |
| |
| | | |
| | |
Operating loss | |
| (8,772,333 | ) | |
| (5,273,447 | ) |
| |
| | | |
| | |
Other (expenses) income | |
| | | |
| | |
Interest income | |
| 1,199 | | |
| 9,390 | |
Interest expenses | |
| (497,306 | ) | |
| (633,787 | ) |
Other income | |
| 183,787 | | |
| 1,207,603 | |
Other expenses | |
| (306,464 | ) | |
| (108,364 | ) |
Share of losses from equity method investments | |
| (568,744 | ) | |
| (83,508 | ) |
Impairment of goodwill | |
| - | | |
| (10,385,862 | ) |
Loss on disposal of equity investments | |
| (10,848,632 | ) | |
| - | |
Total other expenses | |
| (12,036,160 | ) | |
| (9,994,528 | ) |
| |
| | | |
| | |
Loss before income taxes | |
| (20,808,493 | ) | |
| (15,267,975 | ) |
| |
| | | |
| | |
Income tax expenses | |
| (35,303 | ) | |
| (1,475,169 | ) |
| |
| | | |
| | |
Loss from continuing operations | |
| (20,843,796 | ) | |
| (16,743,144 | ) |
| |
| | | |
| | |
Discontinued operations: | |
| | | |
| | |
(Loss) income from discontinued operations | |
| - | | |
| (9,191,791 | ) |
| |
| | | |
| | |
Net (loss) income | |
| (20,843,796 | ) | |
| (25,934,935 | ) |
| |
| | | |
| | |
Less: Net loss attributable to non-controlling interest | |
| - | | |
| (126,517 | ) |
| |
| | | |
| | |
Net loss attributable to common shareholders | |
$ | (20,843,796 | ) | |
$ | (25,808,418 | ) |
| |
| | | |
| | |
Net loss | |
| (20,843,796 | ) | |
| (25,934,935 | ) |
| |
| | | |
| | |
Foreign currency translation adjustment | |
| (302,490 | ) | |
| (3,018,815 | ) |
| |
| | | |
| | |
Total comprehensive loss | |
| (21,146,286 | ) | |
| (28,953,750 | ) |
| |
| | | |
| | |
Loss per share of common stock - basic and diluted | |
| | | |
| | |
Continuing operations | |
$ | (0.29 | ) | |
$ | (0.28 | ) |
Discontinued operations | |
$ | | | |
$ | (0.15 | ) |
Basic and diluted weighted average shares outstanding | |
| 72,081,930 | | |
| 59,502,478 | |
See Accompanying Notes to the Financial
Statements
Planet Green Holdings Corp.
Consolidated Statements of Changes
in Stockholders’ Equity
For the Years Ended December
31, 2023 and 2022
| |
Number of Shares | | |
Amount | | |
Additional Paid-in Capital | | |
Accumulated Deficit | | |
Accumulated Other Comprehensive Income | | |
Non- Controlling Interests | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance, January 1, 2022 | |
| 35,581,930 | | |
$ | 35,582 | | |
$ | 133,232,224 | | |
$ | (94,072,383 | ) | |
$ | 7,711,057 | | |
$ | 4,349,870 | | |
$ | 51,256,350 | |
Net (loss) income | |
| - | | |
| - | | |
| - | | |
| (25,808,418 | ) | |
| - | | |
| - | | |
| (25,808,418 | ) |
Issuance of common stock for cash | |
| 17,000,000 | | |
| 17,000 | | |
| 11,083,000 | | |
| - | | |
| - | | |
| - | | |
| 11,100,000 | |
Issuance of shares for acquisition | |
| 7,500,000 | | |
| 7,500 | | |
| 7,422,000 | | |
| - | | |
| - | | |
| - | | |
| 7,429,500 | |
Issuance of shares for long-term investment | |
| 12,000,000 | | |
| 12,000 | | |
| 9,588,000 | | |
| - | | |
| - | | |
| - | | |
| 9,600,000 | |
Acquiring non-controling interests | |
| - | | |
| - | | |
| (2,721,507 | ) | |
| - | | |
| - | | |
| (468,686 | ) | |
| (3,190,193 | ) |
Deconsolidation of discontinued operations | |
| - | | |
| - | | |
| (2,900,742 | ) | |
| - | | |
| - | | |
| (3,881,184 | ) | |
| (6,781,926 | ) |
Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| (3,018,815 | ) | |
| - | | |
| (3,018,815 | ) |
Balance, December 30, 2022 | |
| 72,081,930 | | |
$ | 72,082 | | |
| 155,702,975 | | |
$ | (119,880,801 | ) | |
$ | 4,692,242 | | |
$ | - | | |
$ | 40,586,498 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, January 1, 2023 | |
| 72,081,930 | | |
$ | 72,082 | | |
| 155,702,975 | | |
$ | (119,880,801 | ) | |
$ | 4,692,242 | | |
$ | - | | |
$ | 40,586,498 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| (20,843,796 | ) | |
| - | | |
| - | | |
| (20,843,796 | ) |
Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| (302,490 | ) | |
| - | | |
| (302,490 | ) |
Balance, December 31, 2023 | |
| 72,081,930 | | |
$ | 72,082 | | |
| 155,702,975 | | |
$ | (140,724,597 | ) | |
$ | 4,389,752 | | |
$ | - | | |
$ | 19,440,212 | |
See Accompanying Notes to the Financial Statements
Planet Green Holdings Corp.
Consolidated Statements of Cash Flows
For the Years Ended December 31,
2023 and 2022
(Stated in US Dollars)
| |
2023 | | |
2022 | |
CASH FLOWS FROM OPFRATING ACTIVITIFS: | |
| | |
| |
Net loss | |
$ | (20,843,796 | ) | |
$ | (25,808,418 | ) |
Adjustments to reconcile net loss to cash (used in) provided by operating activities: | |
| | | |
| | |
Depreciation | |
| 2,030,122 | | |
| 1,354,218 | |
Amortization | |
| 185,877 | | |
| 129,144 | |
Impairment of inventories | |
| - | | |
| 206,263 | |
Impairment of goodwill | |
| - | | |
| 10,385,862 | |
Loss on disposal of equity investments | |
| 10,848,632 | | |
| - | |
Share of losses from equity method investments | |
| 568,744 | | |
| 83,508 | |
Allowance for doubtful accounts | |
| 1,801,908 | | |
| 58,294 | |
Loss (gain) on disposal of subsidiaries | |
| - | | |
| 9,572,558 | |
Other non-cash expenses | |
| - | | |
| 26,501 | |
Changes in operating assets and liabilities, net of effects of acquisitions and disposals: | |
| | | |
| | |
Trade receivables, net | |
| (1,964,000 | ) | |
| (665,659 | ) |
Inventories | |
| 2,142,229 | | |
| - | |
Prepayments and deposit | |
| (419,717 | ) | |
| 849,187 | |
Other receivables | |
| 56,728 | | |
| 139,638 | |
Accounts payable | |
| 120,720 | | |
| (364,035 | ) |
Advance from customer | |
| (110,009 | ) | |
| (99,388 | ) |
Other payables and accrued liabilities | |
| 167,561 | | |
| (2,971,689 | ) |
Other payables-related parties | |
| - | | |
| (1,908,407 | ) |
Taxes payable | |
| 148,268 | | |
| - | |
Deferred income | |
| (15,610 | ) | |
| - | |
Lease liability | |
| - | | |
| - | |
Net cash used in operating activities | |
| (5,282,343 | ) | |
| (9,012,423 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
Purchase of plant and equipment | |
| (97,576 | ) | |
| - | |
Purchase of long-term investment | |
| - | | |
| (4,100,000 | ) |
Proceeds from diposal of equity method investments | |
| 2,767,860 | | |
| - | |
Net increase in cash from acquisition subsidiaries | |
| - | | |
| 246,322 | |
Net cash provided by (used in) investing activities | |
| 2,670,284 | | |
| (3,853,678 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
Payments of short-term loan | |
| - | | |
| (3,232,472 | ) |
Proceeds from long-term loans | |
| (78,904 | ) | |
| 2,973,267 | |
Changes in related party balances, net | |
| 2,967,128 | | |
| - | |
Proceeds from issuance of common stock | |
| - | | |
| 11,100,000 | |
Net cash provided by financing activities | |
| 2,888,224 | | |
| 10,840,795 | |
| |
| | | |
| | |
Net increase (decrease) in cash and cash equivalents | |
| 276,165 | | |
| (2,025,306 | ) |
| |
| | | |
| | |
EFFECT OF EXCHANGE RATE ON CASH | |
| 66,731 | | |
| 987,385 | |
| |
| | | |
| | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | |
| 93,487 | | |
| 1,131,408 | |
| |
| | | |
| | |
CASH AND CASH EQUIVALENTS AT END OF YEAR | |
$ | 436,383 | | |
$ | 93,487 | |
| |
| | | |
| | |
SUPPLEMENTARY OF CASH FLOW INFORMATION | |
| | | |
| | |
Interest received | |
$ | 1,199 | | |
$ | 9,390 | |
Interest paid | |
$ | 497,306 | | |
$ | 633,787 | |
| |
| | | |
| | |
NON-CASH TRANSACTIONS | |
| | | |
| | |
Issuance of shares for acquisition | |
$ | - | | |
$ | 7,429,500 | |
Issuance of shares for long-term investment | |
$ | - | | |
$ | 9,600,000 | |
See Accompanying Notes to the Financial
Statements
PLANET GREEN HOLDINGS CORP.
NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(Stated in US Dollars)
1. Organization and Principal Activities
Planet Green Holdings Corp. (the “Company”
or “PLAG”) is a holding company incorporated in Nevada. We are engaged in various businesses through our subsidiaries and
controlled entities in China.
On May 18, 2018, the Company incorporated Promising Prospect BVI Limited
(“Planet Green BVI”), a limited company incorporated in the British Virgin Islands.
On September 28, 2018, Planet Green BVI acquired Lucky Sky HK through
the Company’s restructuring plans.
On May 9, 2019, the Company issued an aggregate of 1,080,000 shares
of Planet Green Holdings Corporation’s common stock to the BoZhuang Shareholders, in exchange for BoZhuang Shareholders’ agreement
to enter into VIE Agreements (the “BoZhuang VIE Agreements”). On August 1, 2021, the VIE agreements with Xianning Bozhuang
Tea Products Co., Ltd was terminated and the company acquired 100% equity of Xianning Bozhuang Tea Products Co., Ltd.
On August 12, 2019, through Lucky Sky HK, the Company established Lucky
Sky Petrochemical, a wholly foreign-owned enterprise incorporated in Xianning City, Hubei Province, China. On December 9, 2020, Lucky
Sky Petrochemical Technology (Xianning) Co., Ltd. changed its name to Jiayi Technologies (Xianning) Co., Ltd. (“Jiayi Technologies”
or “WFOE”)
On May 29, 2020, the Promising Prospect BVI Limited incorporated Lucky
Sky Planet Green Holdings Co., Limited, a limited company incorporated in Hong Kong.
On June 5, 2020, the Promising Prospect BVI Limited acquired all of
the outstanding equity interests of Fast Approach Inc. It was incorporated under Canada’s laws and the operation of a demand-side
platform targeting the Chinese education market in North America.
On June 16, 2020, Lucky Sky Holdings Corporations (H.K.) transferred
its 100% equity interest in Lucky Sky Petrochemical to Lucky Sky Planet Green Holdings Co., Limited (H.K.).
On August 10, 2020, Promising Prospect BVI Limited disposed of its
100% equity interest in Lucky Sky Holdings Corporations (H.K.).
On January 6, 2021, Planet Green Holdings Corporation (Nevada) issued
an aggregate of 2,200,000 shares of common stock of the Company to the equity holders of Jingshan Sanhe Luckysky New Energy Technologies
Co., Ltd in exchange for the transfer of 85% of the equity interest of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd to the
Jiayi Technologies (Xianning) Co., Ltd.
On March 9, 2021, Planet Green Holdings Corporation (Nevada) issued
an aggregate of 3,300,000 shares of common stock of the Company to the equity holders of Jilin Chuangyuan Chemical Co., Ltd in exchange
for the transfer of 75% of the equity interest of Jilin Chuangyuan Chemical Co., Ltd to the Jiayi Technologies (Xianning) Co., Ltd.
On July 15, 2021, Planet Green Holdings Corporation (Nevada) issued
an aggregate of 4,800,000 shares of common stock of the Company to the equity holders of Anhui Ansheng Petrochemical Equipment Co., Ltd
for the transfer to 66% of the equity interest if Anhui Ansheng Petrochemical Equipment Co., Ltd to the Jiayi Technologies (Xianning)
Co., Ltd. On December 12, 2022, Anhui Ansheng Petrochemical Equipment Co., Ltd was disposed.
On August 3, 2021, the Planet Green Holding Corp has acquired 8,000,000
ordinary shares of the Shine Chemical Co., Ltd. As a result, Shine Chemical Co., Ltd, Bless Chemical Co., Ltd and Hubei Bryce Technology
Co., Ltd have been wholly-owned subsidiaries of the Planet Green Holding Corp.
On September 1st, 2021, Jingshan Sanhe Luckysky New Energy Technologies
Co., Ltd has changed its major shareholder from Mr.Feng Chao to Hubei Bryce Technology Co., Ltd and Hubei Bryce Technology Co., Ltd has
hold 85% shares of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd after the alteration of shareholders.
On December 9, 2021, Planet Green Holdings Corporation(Nevada) issued
an aggregate of 5,900,000 shares of common stock to the equity holders of A Shandong Yunchu Supply Chain Co., Ltd for the transfer to
100% of the equity interest of Shandong Yunchu Supply Chain Co., Ltd to the Jiayi Technologies (Xianning) Co., Ltd.
On April 8, 2022, Planet Green Holdings Corporation (Nevada) issued
an aggregate of 7,500,000 shares of common stock to the equity holders of Allinyson Ltd. for the acquisition of 100% of
the equity interest of Allinyson Ltd., including its wholly-owned subsidiary Baokuan Technology (Hongkong) Limited.
On September 14, 2022, Planet Green Holdings Corp. and Hubei Bulaisi
Technology Co., Ltd. a subsidiary of the Company, entered into a Share Purchase Agreement with Xue Wang, a shareholder of Jingshan Sanhe
Luckysky New Energy Technologies Co., Ltd., pursuant to which, among other things and subject to the terms and conditions contained therein, the
Purchaser agreed to effect share purchase from the Seller of 15% of the outstanding equity interests of Jingshan, and the Company shall
pay to the Seller an aggregate of U.S. $3,000,000 in exchange for 15% of the issued and outstanding shares. Before the closing of this
Share Purchase transaction, the Company owns 85% equity interest of Jingshan through the Purchaser. On September 14, 2022, the Company
closed the Share Purchase transaction. As of September 30, 2022, Hubei Bryce Technology Co., Ltd. has hold 100% shares
of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. after the alteration of shareholders.
Consolidation of Variable Interest Entity
On March 9, 2021, through Jiayi Technologies (Xianning) Co., Ltd, formerly
known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd, the Company entered into exclusive VIE agreements (“VIE Agreements”)
with Jilin Chuangyuan Chemical Co., Ltd, as well as their shareholders, which give the Company the ability to substantially influence
those companies’ daily operations and financial affairs and appoint their senior executives. The Company is considered the primary
beneficiary of these operating companies, and it consolidates their accounts as VIEs.
The VIE Agreement is described in detail below
Consultation and Service Agreement
Under the Consultation and Service Agreement, WFOE has the exclusive right to provide consultation and services to the operating entities
in China in business management, human resource, technology, and intellectual property rights. WFOE exclusively owns any intellectual
property rights arising from the performance of this Consultation and Service Agreement. The number of service fees and payment terms
can be amended by the WFOE and operating companies’ consultation and implementation. The duration of the Consultation and Service
Agreement is 20 years. WFOE may terminate this agreement at any time by giving 30 day’s prior written notice.
Business Cooperation Agreement
Pursuant to the Business Cooperation Agreement, WFOE has the exclusive
right to provide complete technical support, business support, and related consulting services, including but not limited to specialized
services, business consultations, equipment or property leasing, marketing consultancy, system integration, product research and development,
and system maintenance. WFOE exclusively owns any intellectual property rights arising from the performance of this Business Cooperation
Agreement. The rate of service fees may be adjusted based on the services rendered by WFOE in that month and the operational needs of
the operating entities. The Business Cooperation Agreement shall maintain effective unless it was terminated or was compelled to release
under applicable PRC laws and regulations. WFOE may terminate this Business Cooperation Agreement at any time by giving 30 day’s
prior written notice.
Equity Pledge Agreements
According to the Equity Pledge Agreements among WFOE, operating entities,
and each of operating entities’ shareholders, shareholders of the operating entities pledge all of their equity interests in the
functional entities to WFOE to guarantee their performance of relevant obligations and indebtedness under the Technical Consultation and
Service Agreement and other control agreements.
Equity Option Agreements
According to the Equity Option Agreements, WFOE has the exclusive right
to require each shareholder of the operating companies to fulfill and complete all approval and registration procedures required under
PRC laws for WFOE to purchase or designate one or more persons to buy, each shareholder’s equity interests in the operating companies,
once or at multiple times at any time in part or in whole at WFOE’s sole and absolute discretion. The purchase price shall be the
lowest price allowed by PRC laws. The Equity Option Agreements shall remain effective until all the equity interest owned by each operating
entity shareholder has been legally transferred to WFOE or its designee(s).
Voting Rights Proxy Agreements
According to the Voting Rights Proxy Agreements, each shareholder irrevocably
appointed WFOE or WFOE’s designee to exercise all his or her rights as the shareholders of the operating entities under the Articles
of Association of each operating entity, including but not limited to the power to exercise all shareholder’s voting rights concerning
all matters to be discussed and voted in the shareholders’ meeting. The term of each Voting Rights Proxy Agreement is 20 years.
WOFE has the right to extend each Voting Proxy Agreement by giving written notification.
Based on the foregoing contractual arrangements, The Company consolidates
the accounts of Xianning Bozhuang Tea Products Co., Ltd, Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd and Jilin Chuangyuan
Chemical Co., Ltd in accordance with Regulation S-X-3A-02 promulgated by the Securities Exchange Commission (“SEC”), and Accounting
Standards Codification (“ASC”) 810-10, Consolidation.
Enterprise-Wide Disclosure
The Company’s chief operating decision-makers (i.e. chief executive
officer and her direct reports) review financial information presented on a consolidated basis, accompanied by disaggregated information
about revenues by business lines for purposes of allocating resources and evaluating financial performance. There are no segment managers
who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. Based
on qualitative and quantitative criteria established by Accounting Standards Codification (“ASC”) 280, “Segment Reporting”,
the Company considers itself to be operating within one reportable segment.
Going Concern
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern; however, the Company has incurred a net loss of $20,843,796 for the year ended
December 31, 2023. As of December 31, 2023, the Company had an accumulated deficit of $140,724,597, a working capital deficit of $6,675,220,
its net cash used in operating activities for the year ended December 31, 2023 was $ 5,282,343.
These factors raise substantial doubt on the Company’s
ability to continue as a going concern. The accompanying audited consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty. Management’s plan for the Company’s continued existence is dependent upon
management’s ability to execute the business plan, develop the plan to generate profit; additionally, Management may need to continue
to rely on private placements or certain related parties to provide funding for investment, for working capital and general corporate
purposes. If management is unable to execute its plan, the Company may become insolvent.
2. Summary of Significant Accounting Policies
Basis of Presentation
Management has prepared the accompanying financial
statements and these notes according to generally accepted accounting principles in the United States (“GAAP”). The Company
maintains its general ledger and journals with the accrual method accounting.
Principles of Consolidation
Details of the Subsidiaries of the Company as of December 31, 2023
are set below:
Name of Company | | Place of
incorporation | | Attributable equity interest % | | | Registered capital | |
Promising Prospect BVI Limited | | The British Virgin Islands | | | 100 | | | $ | 10,000 | |
Promising Prospect HK Limited | | Hong Kong | | | 100 | | | | 1 | |
Jiayi Technologies (Xianning) Co., Ltd. | | PRC | | | 100 | | | | 2,000,000 | |
Fast Approach Inc. | | Canada | | | 100 | | | | 79 | |
Shanghai Shuning Advertising Co., Ltd. (a subsidiary of FAST) | | PRC | | | 100 | | | | - | |
Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. | | PRC | | | 100 | | | | 4,710,254 | |
Xianning Bozhuang Tea Products Co., Ltd. | | PRC | | | 100 | | | | 6,277,922 | |
Jilin Chuangyuan Chemical Co., Ltd | | PRC | | | VIE | | | | 9,280,493 | |
Bless Chemical Co., Ltd (a subsidiary of Shine Chemical) | | Hong Kong | | | 100 | | | | 10,000 | |
Hubei Bryce Technology Co., Ltd. (a subsidiary of Bless Chemical) | | PRC | | | 100 | | | | 30,000,000 | |
Shandong Yunchu Supply Chain Co., Ltd | | PRC | | | 100 | | | | 5,000,000 | |
Allinyson Ltd | | The United States | | | 100 | | | | 100,000 | |
Shine Chemical Co., Ltd | | Cayman | | | 100 | | | | 8,000 | |
Guangzhou Haishi Technology Co., Ltd | | PRC | | | 100 | | | | 156,250 | |
Baokuan Technology (Hongkong) Limited(a subsidiary of Allinyson Ltd) | | Hong Kong | | | 100 | | | | 1,250 | |
Management has eliminated all significant inter-company
balances and transactions in preparing the accompanying consolidated financial statements. Ownership interests of subsidiaries that the
Company does not wholly own are accounted for as non-controlling interests.
Noncontrolling Interests
The noncontrolling interests of the Company represent the ownership
stakes held by minority shareholders in the Company’s subsidiaries, and are presented separately from the equity attributable to the Company’s
shareholders on the consolidated balance sheets. Noncontrolling interests in the Company’s results are disclosed on the consolidated statement
of operations and comprehensive loss as allocations of total income or loss for the year between noncontrolling interest holders and the
Company’s shareholders.
Use of Estimates
The financial statements preparation requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting
periods. Management evaluates estimates, including the allowance for credit losses of accounts receivable, amounts due from related parties
and equity investments, the useful lives of our property and equipment, impairment of long-lived assets, long-term investments and goodwill,
etc.. Management bases the estimates on historical experience and on various other assumptions that are believed to be reasonable, the
results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ
from these estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with
original maturities of three months or less to be cash equivalents. As of December 31, 2023, the Company had cash and cash equivalents
of $436,383 compared to $93,487 as of December 31, 2022.
Accounts Receivables, Net
Accounts receivables are recognized and carried at the original invoice
amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when the amount is not expected to be collected.
Delinquent amount balances are written off against the allowance for doubtful amounts after the management has determined that the likelihood
of collection is not probable.
Inventories
Inventories consist of raw materials and finished goods, stated at
the lower of cost or market value. Finished goods are comprised of direct materials, direct labor, inbound shipping costs, and allocated
overhead. An annual impairment test will be performed on inventory, and any excess of the recoverable amount over the carrying amount
will be recognized as impairment losses in the current period.
Advances and Prepayments to Suppliers
The Company makes an advance payment to suppliers and vendors for the
procurement of raw materials. Upon physical receipt and inspection of the raw materials from suppliers, the applicable amount is reclassified
from advances and prepayments to suppliers to inventory. At the end of each fiscal year, we undertake a thorough examination of prepaid
expenses and contractual terms, analyze the causes of delayed receipt of corresponding valuable goods, calculate recoverable amounts using
a probability-weighted average method for unrecoverable amounts, and make provisions for impairment as deemed necessary.
Plant and Equipment
Plant and equipment are carried at cost less accumulated
depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. The Company typically applies
a salvage value of 0% to 10%. The estimated useful lives of the plant and equipment are as follows:
Buildings | |
| 20-40 years | |
Machinery and equipment | |
| 1-10 years | |
Motor vehicles | |
| 5-10 years | |
Office equipment | |
| 5-20 years | |
The cost and related accumulated depreciation
of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss is included in the Company’s results of operations.
The costs of maintenance and repairs are recognized as incurred; significant renewals and betterments are capitalized.
Intangible Assets
Intangible assets are carried at cost less accumulated
amortization. Amortization is provided over their useful lives, using the straight-line method. The estimated useful lives of the intangible
assets are as follows:
Land use rights | | 50 years |
Software licenses | | 2 years |
Trademarks | | 10 years |
Construction in Progress and Prepayments for
Equipment
Construction in progress and prepayments for equipment
represent direct and indirect acquisition and construction costs for plants and fees of purchase and installation of related equipment.
Amounts classified as construction in progress and prepayments for equipment are transferred to plant and equipment when substantially
all the activities necessary to prepare the assets for their intended use are completed. Depreciation is not provided for assets classified
in this account.
Goodwill
Goodwill represents the excess of the purchase
price over the fair value of the net identifiable assets acquired in a business combination. The Company conducts an annual assessment
of its goodwill for impairment. If the carrying value of its goodwill exceeds its fair value, then impairment has been incurred; accordingly,
a charge to the Company’s operations results will be recognized during the period. Impairment losses on goodwill are not reversed. Fair
value is generally determined using a discounted expected future cash flow analysis.
Impairment of Long-lived Assets
The Company annually reviews its long-lived assets
for impairment or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment
may become obsolete from a difference in the industry, introduction of new technologies, or if the Company has inadequate working capital
to utilize the long-lived assets to generate adequate profits. Impairment is present if the carrying amount of an asset is less than its
expected future undiscounted cash flows.
If an asset is considered impaired, a loss is
recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported
lower the carrying amount or fair value fewer costs to selling.
Statutory Reserves
Statutory reserves refer to the amount appropriated
from the net income following laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be
used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on
an annual basis, an amount equal to 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum equal to
50% of the enterprise’s PRC registered capital.
Foreign Currency Translation
The accompanying financial statements are presented
in United States dollars. The functional currency of the Company is the Renminbi (RMB). The Company’s assets and liabilities are translated
into United States dollars from RMB at year-end exchange rates. Its revenues and expenses are translated at the average exchange rate
during the period. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.
| |
12/31/2023 | | |
12/31/2022 | | |
12/31/2021 | |
Period-end US$: CDN$ exchange rate | |
| 1.3196 | | |
| 1.3554 | | |
| 1.2740 | |
Period-end US$: RMB exchange rate | |
| 7.0827 | | |
| 6.9646 | | |
| 6.3757 | |
Period-end US$: HK exchange rate | |
| 7.8157 | | |
| 7.7967 | | |
| 7.7981 | |
Period average US$: CDN$ exchange rate | |
| 1.3452 | | |
| 1.3012 | | |
| 1.2531 | |
Period average US$: RMB exchange rate | |
| 7.0467 | | |
| 6.7261 | | |
| 6.4515 | |
Period average US$: HK exchange rate | |
| 7.8282 | | |
| 7.8310 | | |
| 7.7729 | |
The RMB is not freely convertible into foreign
currencies, and all foreign exchange transactions must be conducted through authorized financial institutions.
Revenue Recognition
The Company adopted ASC 606 “Revenue Recognition.”
It recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration
we expect to be entitled to in exchange for those goods or services.
The Company derives its revenues from selling
explosion-proof skid-mounted refueling device, SF double-layer buried oil storage tank, high-grade synthetic fuel products, industrial
formaldehyde solution, urea-formaldehyde pre-condensate (UFC), methylal, urea-formaldehyde glue for environment-friendly artificial board
chemicals, food products like frozen fruits, beef & mutton products and vegetables and tea products. The Company recognize product revenue at a point in time when the control
of the products has been transferred to customers. The Company applies the following
five steps to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
| ● | identify the contract with a customer; |
| ● | identify the performance obligations in the contract; |
| ● | determine the transaction price; |
| ● | allocate the transaction price to performance obligations
in the contract; and; |
| ● | Recognize revenue as the performance obligation is satisfied. |
Advertising
All advertising costs are expensed as incurred.
Shipping and Handling
All outbound shipping and handling costs are expensed
as incurred.
Research and Development
All research and development costs are expensed
as incurred.
Retirement Benefits
Retirement benefits in the form of mandatory government-sponsored
defined contribution plans are charged to either expense as incurred or allocated to inventory as part of overhead.
Income Taxes
The Company accounts for income tax using an asset
and liability approach and recognizes deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are
provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets. If it is more likely
than not, these items will either expire before the Company can realize their benefits or uncertain future realization.
Comprehensive Income
The Company uses Financial Accounting Standards
Board (“FASB”) ASC Topic 220, “Reporting Comprehensive Income.” Comprehensive income is comprised of net income and
all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to
investments by stockholders.
Earnings Per Share
The Company computes earnings per share (“EPS”)
following ASC Topic 260, “Earnings per share.” Basic EPS is measured as the income or loss available to common shareholders
divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per-share basis
from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive impacts of potentially
convertible securities are calculated using the as-if method; the potentially dilutive effect of options or warranties are computed using
the treasury stock method. Potentially anti-dilutive securities (i.e., those that increase income per share or decrease loss per share)
are excluded from diluted EPS calculation.
Fair Value Measurements of Financial Instruments
The Company’s financial instruments, including
cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities, and short-term debt, have carrying
amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,”
requires disclosing the Company’s fair value of financial instruments. ASC Topic 825, “Financial Instruments,” defines
fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements
for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities qualify
as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such
instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined
as follows:
| ● | Level 1 - inputs to the valuation methodology used quoted
prices for identical assets or liabilities in active markets. |
| ● | Level 2 - inputs to the valuation methodology include quoted
prices for similar assets and liabilities in active markets and information that are observable for the asset or liability, either directly
or indirectly, for substantially the financial instrument’s full term. |
| ● | Level 3 - inputs to the valuation methodology are unobservable
and significant to the fair value measurement. |
Lease
Effective December
31, 2018, Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. adopted ASU 2016-02, “Leases” (Topic 842), and elected
the practical expedients that do not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2)
lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms
of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities.
The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single
lease component.
Lease terms
used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as
the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers
the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected
the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve
months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives.
Lease expense is recognized on a straight-line basis over the lease term.
The Company
reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the
recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset
may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from
the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount
of operating lease liabilities in any tested asset group and it includes the associated operating lease payments in the undiscounted future
pre-tax cash flows.
As of December 31, 2023, the lease agreement with JSSH has lapsed and
the company does not have any current lease agreements exceeding 12 months.
Equity investments
In January 2016, the FASB issued
ASU 2016-01 (“ASU 2016-01”), Recognition and Measurement of Financial Assets and Financial Liabilities,
which, among other things, generally requires companies to measure investments in other entities, except those accounted for under the
equity method, at fair value and to recognize any changes in fair value in net income. ASU 2016-01 also simplifies the impairment
assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment.
ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, and the guidance should be applied by means
of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The guidance related to equity
investments without readily determinable fair values (including disclosure requirements) is applied prospectively to equity investments
that exist as of the date of adoption. ASU 2016-01, which the Company adopted on January 1, 2018, did not have a material
impact on the consolidated financial statements.
Investments in entities over
which the Company does not have significant influence are recorded as equity investments and are accounted for either at fair value with
any changes recognized in net income, or for those without readily determinable fair values, at cost less impairment, adjusted for subsequent
observable price changes. Under the equity method, the Company’s share of the post-acquisition profits or losses of equity investments
is recognized in the Company’s consolidated statements of comprehensive income; and the Company’s share of post-acquisition
movements in equity is recognized in equity in the Company’s consolidated balance sheets. Unrealized gains on transactions between
the Company and an entity in which the Company has recorded an equity investment are eliminated to the extent of the Company’s interest
in the entity. To the extent of the Company’s interest in the investment, unrealized losses are eliminated unless the transaction
provides evidence of an impairment of the asset transferred. When the Company’s share of losses in an entity in which the Company
has recorded an equity investment equals or exceeds its interest in the entity, the Company does not recognize further losses, unless
the Company has incurred obligations or made payments on behalf of the equity investee.
Commitments and Contingencies
From time to time, the Company is a party to various
legal actions arising in the ordinary course of business. The majority of these claims and proceedings related to or arise from commercial
disputes. The Company first determine whether a loss from a claim is probable, and if it is reasonable to estimate the potential loss.
The Company accrues costs associated with these matters when they become probable, and the amount can be reasonably estimated. Legal costs
incurred in connection with loss contingencies are expensed as incurred. Also, the Company disclose a range of possible losses, if a loss
from a claim is probable but the amount of loss cannot be reasonably estimated, which is in line with the applicable requirements of Accounting
Standard Codification 450. The Company’s management does not expect any liability from the disposition of such claims and litigation
individually or in the aggregate would have a material adverse impact on the Company’s consolidated financial position, results
of operations and cash flows.
Recent Accounting Pronouncements
In May 2019, the FASB issued ASU 2019-05, which
is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured
at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial
Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting
for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized
cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities.
The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option
for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase
comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets.
Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13
while still providing financial statement users with decision-useful information. ASU 2019-05 is effective for the Company for annual
and interim reporting periods beginning January 1st, 2020. The Company has implemented the new standard, and as of December 31, 2023,
there was no material effect of this current standard on its consolidated financial statements and related disclosures.
Other recent accounting pronouncements issued
by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and
Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial
statements.
3. Variable Interest Entity (“VIE”)
A VIE is an entity that has either a total equity
investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose
equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected
residual returns of the entity or obligation to absorb the expected losses of the entity. If any, the variable interest holder with a
controlling financial interest in a VIE is deemed the primary beneficiary and must consolidate the VIE. PLAG WOFE is deemed to have the
controlling financial interest and be the primary beneficiary of Jilin Chuangyuan Chemical Co., Ltd because it has both of the following
characteristics:
1) | The power to direct activities at Jilin Chuangyuan Chemical
Co., Ltd that most significantly impact such entity’s economic performance, and |
2) | The obligation to absorb losses and the right to receive
benefits from Jilin Chuangyuan Chemical Co., Ltd that could potentially be significant to such entity. Under the Contractual Arrangements,
Jilin Chuangyuan Chemical Co., Ltd pay service fees equal to all of its net income to PLAG WFOE. At the same time, PLAG WFOE is obligated
to absorb all of the Jilin Chuangyuan Chemical Co., Ltd’s losses. The Contractual Arrangements are designed to operate Jilin Chuangyuan
Chemical Co., Ltd for the benefit of PLAG WFOE and ultimately, the Company. Accordingly, the accounts of Jilin Chuangyuan Chemical Co.,
Ltd are consolidated in the accompanying consolidated financial statements. In addition, those financial positions and results of operations
are included in the Company’s consolidated financial statements. |
The carrying amount of VIE’s consolidated assets and liabilities
as of December 31, 2023 and 2022 are as follows:
| |
12/31/2023 | | |
12/31/2022 | |
Assets | |
| | |
| |
Current assets | |
| | |
| |
Cash and cash equivalents | |
$ | 33,103 | | |
$ | 39,815 | |
Trade accounts receivable, net | |
| 132,013 | | |
| 730,341 | |
Inventories | |
| 528,624 | | |
| 947,466 | |
Advances to suppliers | |
| 106,971 | | |
| 187,708 | |
Other receivables | |
| 25,280 | | |
| 65,531 | |
Inter company receivable | |
| 1,553,080 | | |
| 1,579,416 | |
Total current assets | |
| 2,379,071 | | |
| 3,550,277 | |
| |
| | | |
| | |
Non-current assets | |
| | | |
| | |
Plant and equipment, net | |
| 7,991,576 | | |
| 9,115,598 | |
Intangible assets, net | |
| 1,854,099 | | |
| 1,932,386 | |
Construction in progress, net | |
| 7,342 | | |
| 20,963 | |
Total non-current assets | |
| 9,853,017 | | |
| 11,068,947 | |
| |
| | | |
| | |
Total assets | |
$ | 12,232,088 | | |
$ | 14,619,224 | |
| |
| | | |
| | |
Liabilities and Stockholders’ Equity | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Short-term bank loans | |
$ | - | | |
$ | 3,589,582 | |
Accounts payable | |
| 565,582 | | |
| 540,371 | |
Advance from customers | |
| 7,723 | | |
| 14,395 | |
Taxes payable | |
| 16,363 | | |
| 18,005 | |
Other payables and accrued liabilities | |
| 3,115,764 | | |
| 2,590,572 | |
Intercompany payable | |
| 3,031,415 | | |
| 3,082,819 | |
Other payables-related parties | |
| 1,307,260 | | |
| 1,535,974 | |
Deferred income | |
| 21,178 | | |
| 37,332 | |
Total current liabilities | |
| 8,065,285 | | |
| 11,409,050 | |
| |
| | | |
| | |
Non-current liabilities | |
| | | |
| | |
Other long-term liabilities | |
| 161,669 | | |
| 244,245 | |
Loans-noncurrent | |
| 3,812,106 | | |
| 287,167 | |
Total non-current liabilities | |
| 3,973,775 | | |
| 531,412 | |
| |
| | | |
| | |
Total Liabilities | |
$ | 12,039,060 | | |
$ | 11,940,462 | |
| |
| | | |
| | |
Stockholders’ equity | |
| | | |
| | |
Additional paid-in capital | |
$ | 9,280,493 | | |
$ | 9,280,493 | |
Accumulated deficit | |
| (8,200,410 | ) | |
| (5,746,889 | ) |
Accumulated other comprehensive income | |
| (887,055 | ) | |
| (854,842 | ) |
| |
| | | |
| | |
Total stockholders’ equity | |
$ | 193,028 | | |
$ | 2,678,762 | |
| |
| | | |
| | |
Total liabilities and stockholders’ equity | |
$ | 12,232,088 | | |
$ | 14,619,224 | |
The summarized operating results of the VIE’s for the years
ended December 31, 2023 and 2022 are as follows:
| |
12/31/2023 | | |
12/31/2022 | |
Operating revenues | |
$ | 7,183,569 | | |
$ | 10,207,464 | |
Gross profit | |
$ | 10,915 | | |
$ | 233,994 | |
Income from operations | |
$ | (2,453,521 | ) | |
$ | (1,928,379 | ) |
Net income (loss) | |
$ | (2,453,521 | ) | |
$ | (2,331,594 | ) |
4. Business Combination
Acquisition of Jilin Chuangyuan Chemical Co.,
Ltd.
On March 9, 2021, the Company and its wholly-owned
subsidiary Jiayi Technologies (Xianning) Co., Ltd, formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd., entered
into a series of VIE agreements with Jilin Chuangyuan Chemical Co., Ltd and its equity holders to obtain control and become the primary
beneficiary of Jilin Chuangyuan Chemical Co., Ltd. The Company consolidated Jilin Chuangyuan Chemical Co., Ltd’s accounts as its VIE.
Under the VIE agreements, the Company issued an aggregate of 3,300,000 shares of common stock of the Company to the equity holders of
Jilin Chuangyuan Chemical Co., Ltd in exchange for the transfer of 75% of the equity interest of Jilin Chuangyuan Chemical Co., Ltd to
the Jiayi Technologies (Xianning) Co., Ltd. The significant terms of these VIE agreements are summarized in “Note 2 - Summary of
Significant Accounting Policies” above.
The Company’s acquisition of Jilin Chuangyuan
Chemical Co., Ltd was accounted for as a business combination following ASC 805. The Company has allocated the purchase price of Jilin
Chuangyuan based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company
estimated the fair values of the assets acquired and liabilities taken at the acquisition date following the business combination standard
issued by the FASB with the valuation methodologies using level 3 inputs, except for other current assets and current liabilities were
valued using the cost approach. Management of the Company is responsible for determining the fair value of assets acquired, liabilities
assumed, and intangible assets identified as of the acquisition date and considering several other available factors. Acquisition-related
costs incurred for the acquisitions are not material and expensed as incurred in general and administrative expenses.
The following table summarizes the fair value
of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation
at the date of the acquisition of Jilin Chuangyuan Chemical Co., Ltd:
Total consideration at fair value | | $ | 8,085,000 | |
| |
Fair
Value | |
Cash | |
$ | 95,237 | |
Accounts receivable, net | |
| 868,874 | |
Inventories, net | |
| 581,569 | |
Advances to suppliers | |
| 388,349 | |
Other receivables | |
| 123,969 | |
Other receivables-RP | |
| 212,594 | |
Plant and equipment, net | |
| 11,109,220 | |
Intangible assets, net | |
| 2,149,910 | |
Deferred tax assets | |
| 415,154 | |
Goodwill | |
| 3,191,897 | |
Total assets | |
$ | 19,136,773 | |
| |
| | |
Short-term loan - bank | |
| (3,826,934 | ) |
Long term payable | |
| (1,162,355 | ) |
Accounts payable | |
| (575,495 | ) |
Advance from customers | |
| (291,655 | ) |
Other payables and accrued liabilities | |
| (2,815,356 | ) |
Other payables-RP | |
| (765,387 | ) |
Income taxes payable | |
| (1,073 | ) |
Total liabilities | |
| (9,438,255 | ) |
Non controlling interest | |
| (1,613,518 | ) |
Net assets acquired | |
$ | 8,085,000 | |
Approximately $3.19 million of goodwill arising from the acquisition
consists mainly of synergies expected from combining the operations of the Company and Jilin Chuangyuan Chemical Co., Ltd. None of the
goodwill is expected to be deductible for income tax purposes and the figure was completely impaired during 2022.
Acquisition of Shandong Yunchu Trading Co.,
Ltd.
On December
9, 2021, the Company and its wholly-owned subsidiary Jiayi Technologies (Xianning) Co., Ltd,
formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd., entered into a
Share Exchange Agreement with Shandong Yunchu Supply Chain Co., Ltd, and each of shareholders of Shandong Yunchu Supply Chain Co., Ltd.
The Company issued an aggregate of 5,900,000 shares of common stock to the equity
holders of A Shandong Yunchu Supply Chain Co., Ltd for the transfer to 100% of the equity
interest of Shandong Yunchu Supply Chain Co., Ltd to the Jiayi Technologies (Xianning) Co.,
Ltd.
The Company’s acquisition of Shandong
Yunchu Supply Chain Co., Ltd was accounted for as a business combination following ASC 805. The Company has allocated the purchase
price of Shandong Yunchu Supply Chain Co., Ltd based upon the fair value of the identifiable
assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities
taken at the acquisition date following the business combination standard issued by the FASB with the valuation methodologies using level
3 inputs, except for other current assets and current liabilities were valued using the cost approach. Management of the Company is responsible
for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date and
considered several other available factors. Acquisition-related costs incurred for the acquisitions are not material and expensed as incurred
in general and administrative expenses.
The following table summarizes the fair value
of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation
at the date of the acquisition of Shandong Yunchu Supply Chain Co., Ltd:
The following table summarizes the fair value
of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation
at the date of the acquisition of Shandong Yunchu Supply Chain Co., Ltd:
Total consideration at fair value | | $ | 5,420,920 | |
| |
Fair Value | |
Cash and cash equivalents, and Restricted Cash | |
$ | 77,427 | |
Trade receivable and Note receivable | |
| 780,556 | |
Inventories | |
| - | |
Related party receivable | |
| 86,448 | |
Other current assets | |
| 4,899,559 | |
Plant and equipment, net | |
| - | |
Intangible assets, net | |
| - | |
Goodwill | |
| 4,724,698 | |
Total assets | |
$ | 10,568,688 | |
| |
| | |
Short-term loan-bank | |
| - | |
Related party payable | |
| - | |
Accounts payable | |
| (992,424 | ) |
Other current liabilities | |
| (4,155,344 | ) |
Total liabilities | |
| (5,147,768 | ) |
Non controlling interest | |
| - | |
Net assets acquired | |
$ | 5,420,920 | |
Approximately $4.72 million of goodwill arising
from the acquisition consists mainly of synergies expected from combining the operations of the Company and Shandong
Yunchu Supply Chain Co., Ltd. None of the goodwill is expected to be deductible for income tax purposes.
5. Trade Accounts Receivable, Net
The Company extends credit terms of 15 to 60 days
to the majority of its domestic customers, which include third-party distributors, supermarkets, and wholesalers
| |
12/31/2023 | | |
12/31/2022 | |
Trade accounts receivable | |
$ | 5,262,452 | | |
$ | 3,362,939 | |
Less: Allowance for credit losses | |
| (2,102,127 | ) | |
| (366,301 | ) |
| |
$ | 3,160,325 | | |
$ | 2,996,638 | |
Allowance for credit losses | |
| | | |
| | |
Beginning balance: | |
| (366,301 | ) | |
| (1,662,516 | ) |
Additions to allowance | |
| (1,735,826 | ) | |
| (64,899 | ) |
Bad debt written-off | |
| - | | |
| 1,361,114 | |
Ending balance | |
$ | (2,102,127 | ) | |
$ | (366,301 | ) |
6. Advances and Prepayments to Suppliers
Prepayments include investment deposits to guarantee
investment contracts and advance payment to suppliers and vendors to procure raw materials. Prepayments consist of the following:
| |
12/31/2023 | | |
12/31/2022 | |
Payment to suppliers and vendors | |
| 5,448,324 | | |
| 5,500,128 | |
Allowance for credit losses | |
| (132,129 | ) | |
| (82,679 | ) |
Total | |
$ | 5,316,195 | | |
$ | 5,417,449 | |
7. Inventories
Inventories
consisted of the following as of December 31, 2023 and December 31, 2022:
| |
12/31/2023 | | |
12/31/2022 | |
Raw materials | |
$ | 1,957,942 | | |
$ | 1,965,389 | |
Work in progress | |
| 1,394,569 | | |
| 1,455,229 | |
Finished goods | |
| 697,733 | | |
| 932,261 | |
Allowance for inventory reserve | |
| (2,097,181 | ) | |
| (199,199 | ) |
Total | |
$ | 1,953,063 | | |
$ | 4,153,680 | |
8. Plant and Equipment
Plant and equipment consisted of the following as of December 31, 2023
and 2022:
| |
12/31/2023 | | |
12/31/2022 | |
At Cost: | |
| | |
| |
Buildings | |
$ | 19,604,604 | | |
$ | 19,924,811 | |
Machinery and equipment | |
| 11,181,032 | | |
| 11,322,085 | |
Office equipment | |
| 767,094 | | |
| 765,413 | |
Motor vehicles | |
| 1,465,662 | | |
| 1,465,225 | |
| |
| 33,018,392 | | |
| 33,477,534 | |
Less: Impairment | |
| (750,317 | ) | |
| (759,201 | ) |
Less: Accumulated depreciation | |
| (11,996,231 | ) | |
| (10,149,207 | ) |
| |
| 20,271,844 | | |
| 22,569,125 | |
Construction in progress | |
| 30,948 | | |
| 33,260 | |
| |
$ | 20,302,792 | | |
$ | 22,602,385 | |
Depreciation
expense for the year ended December 31, 2023 and 2022 was $ 1,847,024 and $ 1,307,839, respectively.
9. Intangible Assets
| |
12/31/2023 | | |
12/31/2022 | |
At Cost: | |
| | |
| |
Land use rights | |
| 3,000,857 | | |
| 3,051,744 | |
Software licenses | |
| 68,573 | | |
| 67,464 | |
Trademark | |
| 901,674 | | |
| 916,963 | |
| |
$ | 3,971,104 | | |
$ | 4,036,171 | |
| |
| | | |
| | |
Less:
Accumulated amortization | |
| (1,137,002 | ) | |
| (966,000 | ) |
| |
$ | 2,834,102 | | |
$ | 3,070,171 | |
Amortization
expense for the year ended December 31, 2023 and 2022 was $171,002 and $124,721 respectively.
As of December 31, 2023, the estimated
future amortization expenses of the intangible assets were as follow:
12 months ending December 31, | | |
Amortization
expenses | |
| | |
| |
2024 | | |
$ | 181,950 | |
2025 | | |
| 181,950 | |
2026 | | |
| 96,064 | |
2027 | | |
| 78,978 | |
2028 | | |
| 76,063 | |
Thereafter | | |
| 2,219,097 | |
Total | | |
$ | 2,834,102 | |
10. Long Term Investment
During fiscal
year 2022, the Company entered into an investment agreement with Xianning Xiangtian Energy Holdings Group Co., Ltd to acquire 40%
of the equity interests in the company, with total consideration of $13.62 million, which was paid in 2022.
The balance of the investment was totally been sold in 2023.
In 2020, the Company made an initial investment of $2.87 million in
exchange for a 19% limited partner interest in Shandong Ningwei New Energy Technology Co., Ltd. The investment was accounted for using
the cost method due to the lack of readily determinable fair value in 2023.
As of December 31, 2023 and December 31, 2022, the balance of long
term investment was $2,257,926 and $16,488,157.
11. Other Payable
As of December 31, 2023 and 2022, the balance of other payable was
$4,510,192 and $4,412,833. Other payables – third parties are those non-trade payables arising from transactions between the Company
and certain third parties.
12. Advance From Customer
For our operation, the proceeds received from sales are initially
recorded as advance from customers, which was usually related to unsatisfied performance obligations at the end of an applicable reporting
period. As of December 31, 2023, and December 31, 2022, the outstanding balance of the Advance from customers was $2,464,319 and $2,624,070
respectively. Due to the generally short-term duration of the relevant contracts, most of the performance obligations are satisfied in
the following reporting period.
13. Related Parties Transaction
As of December 31, 2023 and December 31, 2022,
the outstanding balance due from related parties was $315,724 and $180,578, respectively. Significant related parties comprised much of
the total outstanding balance as of December 31, 2023 are stated below:
| | | | As of December 31, | |
Amounts due from related parties: | | | | 2023 | | | 2022 | |
Mr.Chen Xing | | the management of the Shandong Yunchu | | $ | 294,210 | | | $ | 127,196 | |
Mr.Lu Jun | | the management of the Jingshan Sanhe | | $ | 21,514 | | | $ | 16,853 | |
These above nontrade receivables arising from
transactions between the Company and certain related parties, such as loans to these related parties. These loans are unsecured, non-interest
bearing and due on demand.
As of December 31, 2023 and December 31, 2022, the outstanding balance
due to related parties was $7,333,545 and $4,282,841, respectively. The balance was advanced for working capital of the Company, non-interest
bearing, and unsecured unless further disclosed.
Significant parties comprised much of the total
outstanding balance as of December 31, 2023 are stated below:
| | | | As of December 31, | |
Amounts due to related parties: | | | | 2023 | | | 2022 | |
Ms. Yan Yan | | the spouse of the legal representative of Jilin Chuangyuan | | $ | 899,241 | | | $ | 986,417 | |
Mr. Bin Zhou | | Chief Executive Officer and Chairman of the Company | | $ | 1,393,529 | | | $ | 1,073,867 | |
Hubei shuang new energy Technology Co., LTD. | | significant impact | | $ | 442,216 | | | | - | |
Shandong Ningwei New Energy Technology Co., Ltd. | | significant impact | | $ | 1,496,040 | | | | - | |
Anhui Ansheng equipment Co., LTD | | Previous subsidiary | | $ | 1,177,836 | | | $ | 1,180,796 | |
Senior managements | | significant impact | | $ | 1,815,624 | | | $ | 779,371 | |
14. Goodwill
The changes in the carrying amount of goodwill
by reportable segment are as follows:
| |
Ansheng | | |
Baokuan | |
JLCY | | |
SDYC | |
Balance as of December 31, 2021 | |
$ |
1,026,337 | | |
$ |
- | |
$ |
3,191,897 | | |
$ |
4,724,699 | |
Goodwill acquired | |
| - | | |
| 7,193,965 | |
| - | | |
| - | |
Goodwill impairment | |
| - | | |
| (7,193,965 | ) |
| (3,191,897 | ) | |
| - | |
Disposal of subsidiaries | |
| (1,026,337 | ) | |
| - | |
| - | | |
| - | |
Balance as of December 31, 2022 | |
$ | - | | |
$ | - | |
$ | - | | |
$ | 4,724,699 | |
Goodwill acquired | |
| - | | |
| - | |
| - | | |
| - | |
Goodwill impairment | |
| - | | |
| - | |
| - | | |
| - | |
Balance as of March 31, 2023 | |
$ | - | | |
$ | - | |
$ | - | | |
$ | 4,724,699 | |
At December 31, 2023, the Company performed its
annual impairment tests as prescribed by ASC 350 on the carrying value of its goodwill and no instances of impairment were identified
in our December 31, 2023 test.
At December 31, 2023 and 2022, the carrying amount of the Company’s
goodwill was $4,724,699 and $4,724,699, respectively.
15. Bank
Loans
The outstanding balances on short-term bank loans
consisted of the following:
Lender | | Maturities | | Weighted average interest rate | | | 12/31/2023 | | | 12/31/2022 | |
Rural Credit Cooperatives of Jilin Province, Jilin Branch | | Due in November 2026 | | | 7.83 | % | | $ | 3,529,727 | | | $ | 3,589,582 | |
Tonghua Dongchang Yuyin Village Bank Co., LTD | | Due in June 2025 | | | 8.00 | % | | $ | 282,378 | | | $ | 287,167 | |
Buildings and land use rights in the amount of $11,112,104 are
used as collateral for Jiling Branch. The short-term bank loan which is denominated in Renminbi was primarily obtained for general working
capital.
The loan
from Tonghua Dongchang Yuyin Village Bank, as a three years long-term debt, was denominated in Renminbi and was primarily obtained for
general working capital. On June 15, 2022, Mr.Chen Yongsheng and Mr.Cai Xiaodong pledged 28,465,000 stocks of Jilin Chuangyuan Chemical
Co., Ltd to the pledgee-Tonghua Dongchang Yuyin Village Bank. As the pledgee, Tonghua Dongchang Yuyin Village Bank shall have custody
of these stocks, which accounted for approximately 71.43% of the total share during the entire term of pledge set forth in this agreement.
Interest expense for the years
ended December 31, 2023 and 2022 was $ 298,967 and $291,032 respectively.
16. Equity
On January
13, 2022, the Company entered into a Securities Purchase Agreement, pursuant to which three individuals residing in the People’s
Republic of China agreed to purchase an aggregate of 7,000,000 shares of the Company’s common stock, par value $0.001 per
share, for an aggregate purchase price of $7,000,000, representing a purchase price of $1.00 per Share.
On April
8, 2022, Planet Green Holdings Corporation (Nevada) issued an aggregate of 7,500,000 shares of common stock to the equity holders
of Allinyson Ltd. for the acquisition of 100% of the equity interest of Allinyson Ltd.
On May 19,
2022, the Company entered into a Securities Purchase Agreement, pursuant to which two investors agreed to purchase an aggregate of 10,000,000 shares
of the Company’s common stock, par value $0.001 per share, for an aggregate purchase price of $4,100,000, representing a purchase
price of $0.41 per Share.
On July
20, 2022, the Company acquired 30% equity interest of the Xianning Xiangtian Energy Holdings Group Co., Ltd. and the Company issued 12,000,000 shares
of common stock to the Sellers.
As of December
31, 2023, the number of common stock remained unchanged at 72,081,930 with no new issuances recorded during the year, consistent with
the figure reported as at December 31, 2022.
17. Income Taxes
United States
On December 22, 2017, the “Tax Cuts and
Jobs Act” (the “Act”) was enacted. Under the provisions of the Act, the U.S. corporate tax rate decreased from 34% to
21%. As the Company has a December 31 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory
federal rate of 21% for the Company’s fiscal year ending December 31, 2023 and 2022, respectively. Accordingly, the Company has
remeasured the Company’s deferred tax assets on net operating loss carryforwards (“NOLs”) in the U.S at the lower enacted
cooperated tax rate of 21%. However, this remeasurement has no effect on the Company’s income tax expenses as the Company has provided
a 100% valuation allowance on its deferred tax assets previously.
Additionally, the Act imposes a one-time transition
tax on deemed repatriation of historical earnings of foreign subsidiaries, and future foreign earnings are subject to U.S. taxation. The
change in rate has caused the Company to remeasure all U.S. deferred income tax assets and liabilities for temporary differences and NOLs
and recorded one time income tax payable to be paid in 8 years. However, this one-time transition tax has no effect on the Company’s
income tax expenses as the Company has no undistributed foreign earnings prior to December 31, 2023 which the Company has foreign cumulative
losses at December 31, 2023.
British Virgin Islands
Planet Green Holdings Corporation BVI is incorporated
in the British Virgin Islands and is not subject to tax on income or capital gains under current British Virgin Islands law. In addition,
upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.
Hong Kong
Lucky Sky Planet Green Holdings Co., Limited (H.K.)
is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements
adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong. The Company did not make any provisions
for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Under Hong Kong tax
law, Lucky Sky Planet Green Holdings Co., Limited (H.K.) is exempted from income tax on its foreign-derived income and there are no withholding
taxes in Hong Kong on remittance of dividends.
PRC
The Company PRC subsidiaries and VIEs and their
controlled entities are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is
calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices
in respect thereof. Under the Enterprise Income Tax Laws of the PRC, Chinese enterprises are subject to income tax at a rate of 25% after
appropriate tax adjustments.
Significant components of the income tax expense
consisted of the following for the years ended December 31, 2023 and 2022:
| |
12/31/2023 | | |
12/31/2022 | |
Loss attributed to PRC operations | |
$ | (8,809,372 | ) | |
$ | (2,778,634 | ) |
Loss attributed to U.S. operations | |
| (12,034,102 | ) | |
| (12,212,918 | ) |
Income attributed to Canada operations | |
| 34,981 | | |
| (276,423 | ) |
Income attributed to BVI | |
| - | | |
| - | |
Loss before tax | |
$ | (20,808,493 | ) | |
$ | (15,267,975 | ) |
| |
| | | |
| | |
PRC Statutory Tax at 25% Rate | |
| (2,202,343 | ) | |
| (694,659 | ) |
Effect of tax exemption granted | |
| - | | |
| - | |
Valuation allowance | |
| 2,237,646 | | |
| 2,169,828 | |
Income tax | |
$ | 35,303 | | |
$ | 1,475,169 | |
Per Share Effect of Tax Exemption | |
| | | |
| | |
Effect of tax exemption granted | |
$ | - | | |
$ | - | |
Weighted-Average Shares Outstanding Basic | |
| 72,081,930 | | |
| 59,502,478 | |
Per share effect | |
$ | - | | |
$ | - | |
The Company evaluated the provisions of ASC 740
related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes
a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects
to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized
and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount
of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s
potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions
of ASC 740.
Reconciliation of effective income tax rate from
continuing operations is as follows for the years ended December 31, 2023 and 2022:
| |
12/31/2023 | | |
12/31/2022 | |
U.S. federal statutory income tax rate | |
| 21 | % | |
| 21 | % |
Higher (lower) rates in PRC, net | |
| 4 | % | |
| 4 | % |
Non-recognized deferred tax benefits in the PRC | |
| (25.17 | )% | |
| (25.10 | )% |
The Company’s effective tax rate | |
| (0.17 | )% | |
| (0.10 | )% |
18. Earnings/(Loss) Per Share
| |
For the years ended | |
| |
December 31, | |
| |
2023 | | |
2022 | |
Loss from operations attributable to common stockholders | |
$ | (20,843,796 | ) | |
$ | (25,808,418 | ) |
| |
| | | |
| | |
Basic and diluted (loss) earnings per share denominator: | |
| | | |
| | |
Original Shares at the beginning: | |
| 72,081,930 | | |
| 35,581,930 | |
Additions from Actual Events -issuance of common stock for cash | |
| - | | |
| 5,506,849 | |
Additions from Actual Events – issuance of common stock for acquisition | |
| - | | |
| 12,989,041 | |
Additions from Actual Events –issuance of shares for long-term investment | |
| - | | |
| 5,424,658 | |
Basic Weighted Average Shares Outstanding | |
| 72,081,930 | | |
| 59,502,478 | |
| |
| | | |
| | |
(Loss) income per share from continuing operations - Basic and diluted | |
$ | (0.29 | ) | |
$ | (0.28 | ) |
(Loss) income per share from discontinued operations-Basic and diluted | |
$ | | | |
$ | (0.15 | ) |
(Loss) income per common shareholders - Basic and diluted | |
$ | (0.29 | ) | |
$ | (0.43 | ) |
Basic and diluted weighted average shares outstanding | |
| 72,081,930 | | |
| 59,502,478 | |
19. Concentrations
Customers
Concentrations:
The following table sets forth information about
each customer that accounted for 10% or more of the Company’s revenues for the years ended December 31, 2023 and 2022.
| |
For the years ended | |
Customers | |
31-Dec-23 | | |
31-Dec-22 | |
| |
Amount $ | | |
% | | |
Amount $ | | |
% | |
A | |
| 3,972,964 | | |
| 15 | | |
| - | | |
| - | |
B | |
| 3,605,934 | | |
| 13 | | |
| - | | |
| - | |
C | |
| - | | |
| - | | |
| - | | |
| - | |
Suppliers Concentrations
The following table sets forth information about
each supplier that accounted for 10% or more of the Company’s purchase for the years ended December 31, 2023 and 2022.
| |
For the years ended | |
Suppliers | |
31-Dec-23 | | |
31-Dec-22 | |
| |
Amount $ | | |
% | | |
Amount $ | | |
% | |
A | |
| - | | |
| - | | |
| 8,512,372 | | |
| 23 | |
B | |
| 4,888,270 | | |
| 19 | | |
| 6,996,696 | | |
| 19 | |
C | |
| 2,503,225 | | |
| 10 | | |
| 6,297,657 | | |
| 17 | |
20. Risks
A. Credit risk
The Company’s deposits are made with banks located in the PRC. They do not carry federal deposit insurance and may be subject to loss of the banks become insolvent.
Since the Company’s inception, the age of account receivables has been less than one year, indicating that the Company is subject to the minimal risk borne from credit extended to customers.
B.
Interest risk
The
Company is subject to interest rate risk when short-term loans become due and require refinancing.
C.
Economic and political risks
The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in the PRC.
21. Contingencies
The Group records accruals for certain of its outstanding
legal proceedings or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated.
The Group evaluates, on a quarterly basis, developments in legal proceedings or claims that could affect the amount of any accrual, as
well as any developments that would make a loss contingency both probable and reasonably estimable. The Group discloses the amount of
the accrual if it is material.
When a loss contingency is not both probable and estimable, the Group
does not record an accrued liability but discloses the nature and the amount of the claim, if material. However, if the loss (or an additional
loss in excess of the accrual) is at least reasonably possible, then the Group discloses an estimate of the loss or range of loss, unless
it is immaterial or an estimate cannot be made. The assessment of whether a loss is probable or reasonably possible, and whether the loss
or a range of loss is estimable, often involves complex judgments about future events. Management is often unable to estimate the loss
or a range of loss, particularly where (i) the damages sought are indeterminate, (ii) the proceedings are in the early stages,
or (iii) there is a lack of clear or consistent interpretation of laws specific to the industry-specific complaints among different
jurisdictions. In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including
eventual loss, fine, penalty or business impact, if any. The Company has analyzed its operations
subsequent to December 31, 2023 to the date these audited consolidated financial statements were issued, and has determined that it does
not have any material contingency events to disclose.
22. Subsequent Events
The Company evaluates subsequent
events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent
events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the dates of the balance
sheets, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide
evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company
has analyzed its operations subsequent to December 31, 2023 to the date these audited consolidated financial statements were issued, and
has determined that it does not have any material events to disclose.
F-26
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1. I have reviewed this Annual Report on Form 10-K/A of Planet Green
Holdings Corp.
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows
of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this report is being prepared;
b. Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
c. Evaluated the effectiveness of the Registrant’s
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Registrant’s
internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee
of the Registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s
ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the Registrant’s internal control over financial reporting.
1. I have reviewed this Annual Report on Form 10-K of Planet Green
Holdings Corp.
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows
of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this report is being prepared;
b. Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
c. Evaluated the effectiveness of the Registrant’s
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the Registrant’s
internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee
of the Registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s
ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the Registrant’s internal control over financial reporting.
In connection with the Annual Report of Planet Green Holdings Corp.
(the “Company”) on Form 10-K/A for the period ended December 31, 2023 as filed with the Securities and Exchange Commission on
the date hereof (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operation of the Company.
A signed original of this written statement required by Section 906
of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities
and Exchange Commission or its staff upon request.
In connection with the Annual Report of Planet Green Holdings Corp.
(the “Company”) on Form 10-K/A for the period ended December 31, 2023 as filed with the Securities and Exchange Commission
on the date hereof (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to her knowledge:
1. The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operation of the Company.
A signed original of this written statement required by Section 906
of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities
and Exchange Commission or its staff upon request.