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   1
ITEM 1.   BUSINESS   2
ITEM 1A.   RISK FACTORS   21
ITEM 1B.   UNRESOLVED STAFF COMMENTS   21
ITEM 1C.  

CYBERSECURITY

  21
ITEM 2.   PROPERTIES   22
ITEM 3.   LEGAL PROCEEDINGS   22
ITEM 4.   MINE SAFETY DISCLOSURES   22
    PART II   23
ITEM 5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES   23
ITEM 6.   [RESERVED]   24
ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   25
ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   28
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA   28
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE   28
ITEM 9A   CONTROLS AND PROCEDURES.   29
ITEM 9B.   OTHER INFORMATION   30
ITEM 9C.   DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.   30
    PART III   31
ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE   31
ITEM 11.   EXECUTIVE COMPENSATION   34
ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS   34
ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE   35
ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES   35
    PART IV   36
ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES   36
ITEM 16.   FORM 10-K/A SUMMARY   36

 

i

 

 

PART I

 

Use of Certain Defined Terms

 

In this annual report on Form 10-K/A:

 

  “Allinyson” refers to Allinyson Ltd., a company incorporated in the State of Colorado.
     
  “Anhui Ansheng” refers to Anhui Ansheng Petrochemical Equipment Co., Ltd., a PRC limited liability company.
     
  “Bless Chemical” refers to Bless Chemical Co., Ltd., a company incorporated in Hong Kong.
     
  “China” and “PRC” refer to the People’s Republic of China including Hong Kong and Macau.

 

  “Fast Approach” refers to Fast Approach Inc., a corporation incorporated under the laws of Canada.
     
  “Hubei Bulaisi” or “WFOE” Refers to Hubei Bulaisi Technology Co., Ltd., a PRC limited liability company.
     
  “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.

 

  “Jilin Chuangyuan” refers to Jilin Chuangyuan Chemical Co., Ltd., a PRC limited liability company.

 

  “Jingshan Sanhe” refers to Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd., a PRC limited liability company.

 

  “Promising Prospect” refers to Promising Prospect HK Limited, a company incorporated in Hong Kong.

 

  “Planet Green” refers to Planet Green Holdings Corp., a Nevada holding company.
     
  “Promising Prospect BVI” refers to Promising Prospect Limited, formerly known as Planet Green Holdings Corporation, a British Virgin Islands company.

 

  “RMB” refers to Renminbi, the legal currency of China.

 

  “Shanghai Shuning” refers to Shanghai Shuning Advertising Co., Ltd., a PRC limited liability company.

 

  ●  “Shandong Yunchu” Refers to Shandong Yunchu Supply Chain Co., Ltd., PRC limited liability company.

 

  “U.S. dollar”, “$” and “US$” refer to the legal currency of the United States.

 

  “VIE” refers to our variable interest entity Jilin Chuanyuan.

 

  “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.

 

  “Xianning Bozhuang” refers to Xianning Bozhuang Tea Products Co., Ltd., a PRC limited liability company.
     
  “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.

 

1

 

 

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 

  

2

 

 

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 

 

3

 

 

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)

4

 

 

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.

 

5

 

 

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.

 

6

 

 

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.

 

7

 

 

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.

 

8

 

 

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:

 

  identifying target markets for value-added products;

 

  concentrating production, sales and marketing efforts to appeal to and enhance demand from those markets; and

 

  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.

 

9

 

 

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.

 

10

 

 

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.

 

11

 

 

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. 

 

12

 

 

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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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)

 

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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.

 

26

 

 

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.

 

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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.

 

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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.

 

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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.

 

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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

 

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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.

 

32

 

 

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.

 

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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.

 

34

 

 

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.

 

35

 

 

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.

 

36

 

 

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        

 

37

 

 

PLANET GREEN HOLDINGS CORP.

CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

 

CONTENTS   PAGES
Report of Independent Registered Public Accounting Firm (PCAOB ID #6781)   F-2
     
Consolidated Balance Sheets as of December 31, 2023 and 2022   F-5
     
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2023 and 2022   F-6
     
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022   F-8
     
Notes to Consolidated Financial Statements   F-9 to F-26

 

F-1

 

 

 

 

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.

 

F-2

 

 

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.

 

F-3

 

 

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

 

F-4

 

 

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

 

F-5

 

 

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

 

F-6

 

 

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

 

F-7

 

 

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

 

F-8

 

 

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.

 

F-9

 

 

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.

 

F-10

 

 

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.

 

F-11

 

 

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

 

F-12

 

 

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.

 

F-13

 

 

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.

 

F-14

 

 

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.

 

F-15

 

 

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.

 

F-16

 

 

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)

 

F-17

 

 

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.

 

F-18

 

 

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.

 

F-19

 

 

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.

 

F-20

 

 

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.

 

F-21

 

 

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.

 

F-22

 

 

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.

 

F-23

 

 

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.

 

F-24

 

 

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   
-
    
-
    
-
    
-
 

 

F-25

 

 

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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Exhibit 31.1

 

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302

 

I, Bin Zhou, certify that:

 

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.

 

Date: December 13, 2024 By:  /s/ Bin Zhou
    Bin Zhou,
    Chief Executive Officer and Chairman
    (Principal Executive Officer)

 

 

Exhibit 31.2

 

CERTIFICATIONS OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302

 

I, Lili Hu, certify that:

 

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.

 

Date: December 13, 2024 By:  /s/ Lili Hu
    Lili Hu,
Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

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.

 

Date: December 13, 2024 By: /s/ Bin Zhou
    Bin Zhou,
    Chief Executive Officer and Chairman
    (Principal Executive Officer)

 

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.

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

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.

 

Date: December 13, 2024 By:  /s/ Lili Hu 
    Lili Hu,
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

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.

 

v3.24.3
Cover - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Apr. 01, 2024
Jun. 30, 2023
Document Information [Line Items]      
Document Type 10-K/A    
Document Annual Report true    
Document Transition Report false    
Document Financial Statement Error Correction [Flag] false    
Entity Interactive Data Current Yes    
ICFR Auditor Attestation Flag false    
Amendment Flag true    
Amendment Description 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.    
Document Period End Date Dec. 31, 2023    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Documents Incorporated by Reference [Text Block]

None.

   
Entity Information [Line Items]      
Entity Registrant Name PLANET GREEN HOLDINGS CORP.    
Entity Central Index Key 0001117057    
Entity File Number 001-34449    
Entity Tax Identification Number 87-0430320    
Entity Incorporation, State or Country Code NV    
Current Fiscal Year End Date --12-31    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Shell Company false    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company false    
Entity Public Float     $ 28,850
Entity Contact Personnel [Line Items]      
Entity Address, Address Line One 130-30 31st Ave    
Entity Address, Address Line Two Suite 512    
Entity Address, City or Town Flushing    
Entity Address, State or Province NY    
Entity Address, Postal Zip Code 11354    
Entity Phone Fax Numbers [Line Items]      
City Area Code (718)    
Local Phone Number 799-0380    
Entity Listings [Line Items]      
Title of 12(b) Security Common Stock, par value $0.001 per share    
Trading Symbol PLAG    
Security Exchange Name NYSEAMER    
Entity Common Stock, Shares Outstanding   72,081,930  
v3.24.3
Audit Information
12 Months Ended
Dec. 31, 2023
Auditor [Table]  
Auditor Name YCM CPA, Inc.
Auditor Firm ID 6781
Auditor Location Irvine, California
v3.24.3
Consolidated Balance Sheets - USD ($)
Dec. 31, 2023
Dec. 31, 2022
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
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
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
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
Related Party    
Current assets    
Other receivables-related parties 315,724 180,578
Current liabilities    
Other payables-related parties $ 7,333,545 $ 4,282,841
v3.24.3
Consolidated Balance Sheets (Parentheticals) - $ / shares
Dec. 31, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Preferred stock, par value (in Dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 72,081,930 72,081,930
Common stock, shares outstanding 72,081,930 72,081,930
v3.24.3
Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Income Statement [Abstract]    
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 (in Dollars per share) $ (0.29) $ (0.28)
Continuing operations -diluted (in Dollars per share) (0.29) (0.28)
Discontinued operations (in Dollars per share) (0.15)
Discontinued operations -diluted (in Dollars per share) $ (0.15)
Basic and diluted weighted average shares outstanding (in Shares) 72,081,930 59,502,478
Diluted weighted average shares outstanding (in Shares) 72,081,930 59,502,478
v3.24.3
Consolidated Statements of Changes in Stockholders’ Equity - USD ($)
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Accumulated Other Comprehensive Income
Non- Controlling Interests
Total
Balance at Dec. 31, 2021 $ 35,582 $ 133,232,224 $ (94,072,383) $ 7,711,057 $ 4,349,870 $ 51,256,350
Balance (in Shares) at Dec. 31, 2021 35,581,930          
Net (loss) income (25,808,418) (25,808,418)
Issuance of common stock for cash $ 17,000 11,083,000 11,100,000
Issuance of common stock for cash (in Shares) 17,000,000          
Issuance of shares for acquisition $ 7,500 7,422,000 7,429,500
Issuance of shares for acquisition (in Shares) 7,500,000          
Issuance of shares for long-term investment $ 12,000 9,588,000 9,600,000
Issuance of shares for long-term investment (in Shares) 12,000,000          
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 at Dec. 31, 2022 $ 72,082 155,702,975 (119,880,801) 4,692,242 40,586,498
Balance (in Shares) at Dec. 31, 2022 72,081,930          
Net (loss) income (20,843,796) (20,843,796)
Foreign currency translation adjustment (302,490) (302,490)
Balance at Dec. 31, 2023 $ 72,082 $ 155,702,975 $ (140,724,597) $ 4,389,752 $ 19,440,212
Balance (in Shares) at Dec. 31, 2023 72,081,930          
v3.24.3
Consolidated Statements of Cash Flows - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 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
(Recovery of) 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:    
Note and account 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
v3.24.3
Organization and Principal Activities
12 Months Ended
Dec. 31, 2023
Organization and Principal Activities [Abstract]  
Organization and Principal Activities

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.

v3.24.3
Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

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.

v3.24.3
Variable Interest Entity (“VIE”)
12 Months Ended
Dec. 31, 2023
Variable Interest Entity (“VIE”) [Abstract]  
Variable Interest Entity (“VIE”)

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)
v3.24.3
Business Combination
12 Months Ended
Dec. 31, 2023
Business Combination [Abstract]  
Business Combination

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.

v3.24.3
Trade Accounts Receivable, Net
12 Months Ended
Dec. 31, 2023
Trade Accounts Receivable, Net [Abstract]  
Trade Accounts Receivable, Net

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)
v3.24.3
Advances and Prepayments to Suppliers
12 Months Ended
Dec. 31, 2023
Advances and Prepayments to Suppliers [Abstract]  
Advances and Prepayments to Suppliers

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 
v3.24.3
Inventories
12 Months Ended
Dec. 31, 2023
Inventories [Abstract]  
Inventories

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 
v3.24.3
Plant and Equipment
12 Months Ended
Dec. 31, 2023
Plant and Equipment [Abstract]  
Plant and Equipment

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.

v3.24.3
Intangible Assets
12 Months Ended
Dec. 31, 2023
Intangible Assets [Abstract]  
Intangible Assets

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 
v3.24.3
Long Term Investment
12 Months Ended
Dec. 31, 2023
Long Term Investment [Abstract]  
Long Term Investment

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.

v3.24.3
Other Payable
12 Months Ended
Dec. 31, 2023
Other Payable [Abstract]  
Other Payable

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.

v3.24.3
Advance From Customer
12 Months Ended
Dec. 31, 2023
Advance From Customer [Abstract]  
Advance From Customer

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.

v3.24.3
Related Parties Transaction
12 Months Ended
Dec. 31, 2023
Related Parties Transaction [Abstract]  
Related Parties Transaction

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 
v3.24.3
Goodwill
12 Months Ended
Dec. 31, 2023
Goodwill [Abstract]  
Goodwill

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.

v3.24.3
Bank Loans
12 Months Ended
Dec. 31, 2023
Bank Loans [Abstract]  
Bank Loans

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.

v3.24.3
Equity
12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Equity

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.

v3.24.3
Income Taxes
12 Months Ended
Dec. 31, 2023
Income Taxes [Abstract]  
Income Taxes

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)%
v3.24.3
Earnings/(Loss) Per Share
12 Months Ended
Dec. 31, 2023
Earnings/(Loss) Per Share [Abstract]  
Earnings/(Loss) Per Share

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 
v3.24.3
Concentrations
12 Months Ended
Dec. 31, 2023
Concentrations [Abstract]  
Concentrations

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 
v3.24.3
Risks
12 Months Ended
Dec. 31, 2023
Risks [Abstract]  
Risks

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.

v3.24.3
Contingencies
12 Months Ended
Dec. 31, 2023
Contingencies [Abstract]  
Contingencies

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.

v3.24.3
Subsequent Events
12 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
Subsequent Events

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.

v3.24.3
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure    
Net Income (Loss) $ (20,843,796) $ (25,808,418)
v3.24.3
Insider Trading Arrangements
3 Months Ended
Dec. 31, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Accounting Policies, by Policy (Policies)
12 Months Ended
Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]  
Basis of Presentation

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

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

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

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

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, 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

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

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

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

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

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

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

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

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

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

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

Advertising

All advertising costs are expensed as incurred.

Shipping and Handling

Shipping and Handling

All outbound shipping and handling costs are expensed as incurred.

Research and Development

Research and Development

All research and development costs are expensed as incurred.

Retirement Benefits

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

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

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

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

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

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

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

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

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.

v3.24.3
Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]  
Schedule of Consolidated Financial Statements 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 
Schedule of Estimated Useful Lives of Plant and Equipment 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 
Schedule of Estimated Useful Lives 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

 

Schedule of Average Exchange Rates 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 
v3.24.3
Variable Interest Entity (“VIE”) (Tables)
12 Months Ended
Dec. 31, 2023
Variable Interest Entity (“VIE”) [Abstract]  
Schedule of Consolidated Assets and Liabilities 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 
Schedule of Consolidated Income Statement 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)
v3.24.3
Business Combination (Tables) - Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd [Member]
12 Months Ended
Dec. 31, 2023
Business Combination (Tables) [Line Items]  
Schedule of Fair Value of the Identifiable Assets Acquired and Liabilities Assumed at the Acquisition 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 
Total consideration at fair value  $5,420,920 
Schedule of Fair Value of the Identifiable Assets Acquired and Liabilities Assumed at the Acquisition 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:
   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 
   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 
v3.24.3
Trade Accounts Receivable, Net (Tables)
12 Months Ended
Dec. 31, 2023
Trade Accounts Receivable, Net [Abstract]  
Schedule of Trade Accounts Receivable 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)
v3.24.3
Advances and Prepayments to Suppliers (Tables)
12 Months Ended
Dec. 31, 2023
Advances and Prepayments to Suppliers [Abstract]  
Schedule of Advance Payment to Suppliers and Vendors to Procure Raw Materials 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 
v3.24.3
Inventories (Tables)
12 Months Ended
Dec. 31, 2023
Inventories [Abstract]  
Schedule of 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 
v3.24.3
Plant and Equipment (Tables)
12 Months Ended
Dec. 31, 2023
Plant and Equipment [Abstract]  
Schedule of 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 
v3.24.3
Intangible Assets (Tables)
12 Months Ended
Dec. 31, 2023
Intangible Assets [Line Items]  
Schedule of 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 
Schedule of Amortization Expenses Intangible Assets 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 
v3.24.3
Related Parties Transaction (Tables)
12 Months Ended
Dec. 31, 2023
Related Parties Transaction [Abstract]  
Schedule of Amounts Due to Related Parties 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 
Schedule of Amounts Due to Related Parties 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 
v3.24.3
Goodwill (Tables)
12 Months Ended
Dec. 31, 2023
Goodwill [Abstract]  
Schedule of 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 
v3.24.3
Bank Loans (Tables)
12 Months Ended
Dec. 31, 2023
Bank Loans [Abstract]  
Schedule of Short-Term 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 
v3.24.3
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2023
Income Taxes [Abstract]  
Schedule of Income Tax Expense 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  $
-
   $
-
 
Schedule of Effective Income Tax Rate From Continuing Operations 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)%
v3.24.3
Earnings/(Loss) Per Share (Tables)
12 Months Ended
Dec. 31, 2023
Earnings/(Loss) Per Share [Abstract]  
Schedule of 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 
v3.24.3
Concentrations (Tables)
12 Months Ended
Dec. 31, 2023
Concentrations [Abstract]  
Schedule of 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   
-
    
-
    
-
    
-
 

 

Schedule of 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 
v3.24.3
Organization and Principal Activities (Details)
12 Months Ended
Sep. 14, 2022
USD ($)
Apr. 08, 2022
shares
May 09, 2019
shares
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
shares
Sep. 30, 2023
Aug. 04, 2022
Dec. 09, 2021
shares
Sep. 01, 2021
Aug. 03, 2021
shares
Aug. 01, 2021
Jul. 15, 2021
shares
May 09, 2021
shares
Mar. 09, 2021
Jan. 06, 2021
shares
Aug. 10, 2020
Jun. 16, 2020
Organization and Principal Activities [Line Items]                                  
Aggregate share amount (in Shares) | shares     1,080,000                            
Aggregate shares of common stock (in Shares) | shares               5,900,000   8,000,000   4,800,000 3,300,000   2,200,000    
Issued and outstanding percentage 15.00%                                
Share purchase percentage 85.00%                                
Duration of the onsultation and service agreement       20 years                          
Voting rights proxy agreement       20 years                          
Number of reportable segment       1                          
Net loss (in Dollars)       $ (20,843,796) $ (25,934,935)                        
Accumulated deficit (in Dollars)       (140,724,597) (119,880,801)                        
Working capital deficit (in Dollars)       6,675,220                          
Net cash used in operating activities (in Dollars)       $ (5,282,343) $ (9,012,423)                        
Jingshan [Member]                                  
Organization and Principal Activities [Line Items]                                  
Aggregate amount (in Dollars) $ 3,000,000                                
Xianning Bozhuang Tea Products Co., Ltd. [Member]                                  
Organization and Principal Activities [Line Items]                                  
Equity interest, ownership percentage                     100.00%            
Lucky Sky Petrochemical to Lucky Sky Planet Green Holdings Co., Limited (H.K.) [Member]                                  
Organization and Principal Activities [Line Items]                                  
Equity interest, ownership percentage                                 100.00%
Rui Tang [Member]                                  
Organization and Principal Activities [Line Items]                                  
Equity interest, ownership percentage                               100.00%  
Shandong Yunchu Supply Chain Co., Ltd [Member]                                  
Organization and Principal Activities [Line Items]                                  
Equity interest, ownership percentage               100.00%                  
Allinyson Ltd [Member]                                  
Organization and Principal Activities [Line Items]                                  
Equity interest, ownership percentage             100.00%                    
Hubei Bryce Technology Co., Ltd [Member]                                  
Organization and Principal Activities [Line Items]                                  
Equity interest, ownership percentage           100.00%                      
Jiayi Technologies (Xianning) Co., Ltd. [Member]                                  
Organization and Principal Activities [Line Items]                                  
Equity interest, ownership percentage                       66.00%   75.00% 85.00%    
Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd [Member]                                  
Organization and Principal Activities [Line Items]                                  
Equity interest, ownership percentage                 85.00%                
Jingshan [Member]                                  
Organization and Principal Activities [Line Items]                                  
Equity interest, ownership percentage 15.00%                                
Common Stock [Member]                                  
Organization and Principal Activities [Line Items]                                  
Issuance of shares for acquisition (in Shares) | shares   7,500,000     7,500,000                        
v3.24.3
Summary of Significant Accounting Policies (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Summary of Significant Accounting Policies [Line Items]    
Cash and cash equivalents (in Dollars) $ 436,383 $ 93,487
Lease term 12 months  
Minimum [Member]    
Summary of Significant Accounting Policies [Line Items]    
Property plant and equipment salvage rate 0.00%  
Statutory reserve, percentage 10.00%  
Maximum [Member]    
Summary of Significant Accounting Policies [Line Items]    
Property plant and equipment salvage rate 10.00%  
Statutory reserve, percentage 50.00%  
v3.24.3
Summary of Significant Accounting Policies (Details) - Schedule of Consolidated Financial Statements
12 Months Ended
Dec. 31, 2023
USD ($)
Promising Prospect BVI Limited [Member]  
Schedule of Consolidated Financial Statements [Line Items]  
Place of incorporation The British Virgin Islands
Attributable equity interest % 100.00%
Registered capital $ 10,000
Promising Prospect HK Limited [Member]  
Schedule of Consolidated Financial Statements [Line Items]  
Place of incorporation Hong Kong
Attributable equity interest % 100.00%
Registered capital $ 1
Jiayi Technologies (Xianning) Co., Ltd. [Member]  
Schedule of Consolidated Financial Statements [Line Items]  
Place of incorporation PRC
Attributable equity interest % 100.00%
Registered capital $ 2,000,000
Fast Approach Inc. [Member]  
Schedule of Consolidated Financial Statements [Line Items]  
Place of incorporation Canada
Attributable equity interest % 100.00%
Registered capital $ 79
Shanghai Shuning Advertising Co., Ltd. (a subsidiary of FAST) [Member]  
Schedule of Consolidated Financial Statements [Line Items]  
Place of incorporation PRC
Attributable equity interest % 100.00%
Registered capital
Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. [Member]  
Schedule of Consolidated Financial Statements [Line Items]  
Place of incorporation PRC
Attributable equity interest % 100.00%
Registered capital $ 4,710,254
Xianning Bozhuang Tea Products Co., Ltd. [Member]  
Schedule of Consolidated Financial Statements [Line Items]  
Place of incorporation PRC
Attributable equity interest % 100.00%
Registered capital $ 6,277,922
Jilin Chuangyuan Chemical Co., Ltd [Member]  
Schedule of Consolidated Financial Statements [Line Items]  
Place of incorporation PRC
Attributable equity interest %
Registered capital $ 9,280,493
Bless Chemical Co., Ltd (a subsidiary of Shine Chemical) [Member]  
Schedule of Consolidated Financial Statements [Line Items]  
Place of incorporation Hong Kong
Attributable equity interest % 100.00%
Registered capital $ 10,000
Hubei Bryce Technology Co., Ltd. (a subsidiary of Bless Chemical) [Member]  
Schedule of Consolidated Financial Statements [Line Items]  
Place of incorporation PRC
Attributable equity interest % 100.00%
Registered capital $ 30,000,000
Shandong Yunchu Supply Chain Co., Ltd [Member]  
Schedule of Consolidated Financial Statements [Line Items]  
Place of incorporation PRC
Attributable equity interest % 100.00%
Registered capital $ 5,000,000
Allinyson Ltd [Member]  
Schedule of Consolidated Financial Statements [Line Items]  
Place of incorporation The United States
Attributable equity interest % 100.00%
Registered capital $ 100,000
Shine Chemical Co., Ltd [Member]  
Schedule of Consolidated Financial Statements [Line Items]  
Place of incorporation Cayman
Attributable equity interest % 100.00%
Registered capital $ 8,000
Guangzhou Haishi Technology Co., Ltd [Member]  
Schedule of Consolidated Financial Statements [Line Items]  
Place of incorporation PRC
Attributable equity interest % 100.00%
Registered capital $ 156,250
Baokuan Technology (Hongkong) Limited(a subsidiary of Allinyson Ltd) [Member]  
Schedule of Consolidated Financial Statements [Line Items]  
Place of incorporation Hong Kong
Attributable equity interest % 100.00%
Registered capital $ 1,250
v3.24.3
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Plant and Equipment
Dec. 31, 2023
Minimum [Member] | Buildings [Member]  
Schedule of Estimated Useful Lives of Plant and Equipment [Line Items]  
Estimated useful lives of the plant and equipment 20 years
Minimum [Member] | Machinery and equipment [Member]  
Schedule of Estimated Useful Lives of Plant and Equipment [Line Items]  
Estimated useful lives of the plant and equipment 1 year
Minimum [Member] | Motor vehicles [Member]  
Schedule of Estimated Useful Lives of Plant and Equipment [Line Items]  
Estimated useful lives of the plant and equipment 5 years
Minimum [Member] | Office equipment [Member]  
Schedule of Estimated Useful Lives of Plant and Equipment [Line Items]  
Estimated useful lives of the plant and equipment 5 years
Maximum [Member] | Buildings [Member]  
Schedule of Estimated Useful Lives of Plant and Equipment [Line Items]  
Estimated useful lives of the plant and equipment 40 years
Maximum [Member] | Machinery and equipment [Member]  
Schedule of Estimated Useful Lives of Plant and Equipment [Line Items]  
Estimated useful lives of the plant and equipment 10 years
Maximum [Member] | Motor vehicles [Member]  
Schedule of Estimated Useful Lives of Plant and Equipment [Line Items]  
Estimated useful lives of the plant and equipment 10 years
Maximum [Member] | Office equipment [Member]  
Schedule of Estimated Useful Lives of Plant and Equipment [Line Items]  
Estimated useful lives of the plant and equipment 20 years
v3.24.3
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives Intangible Assets
12 Months Ended
Dec. 31, 2023
Land use rights [Member]  
Schedule of Estimated Useful Lives Intangible Assets [Line Items]  
Estimated useful lives of the intangible assets 50 years
Software licenses [Member]  
Schedule of Estimated Useful Lives Intangible Assets [Line Items]  
Estimated useful lives of the intangible assets 2 years
Trademarks [Member]  
Schedule of Estimated Useful Lives Intangible Assets [Line Items]  
Estimated useful lives of the intangible assets 10 years
v3.24.3
Summary of Significant Accounting Policies (Details) - Schedule of Average Exchange Rates
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
CDN$ exchange rate [Member]      
Schedule of Average Exchange Rates [Line Items]      
Period end average exchange rate 1.3196 1.3554 1.274
RMB exchange rate [Member]      
Schedule of Average Exchange Rates [Line Items]      
Period end average exchange rate 7.0827 6.9646 6.3757
HK exchange rate [Member]      
Schedule of Average Exchange Rates [Line Items]      
Period end average exchange rate 7.8157 7.7967 7.7981
CDN$ exchange rate [Member]      
Schedule of Average Exchange Rates [Line Items]      
Period end average exchange rate 1.3452 1.3012 1.2531
RMB exchange rate [Member]      
Schedule of Average Exchange Rates [Line Items]      
Period end average exchange rate 7.0467 6.7261 6.4515
HK exchange rate [Member]      
Schedule of Average Exchange Rates [Line Items]      
Period end average exchange rate 7.8282 7.831 7.7729
v3.24.3
Variable Interest Entity (“VIE”) (Details) - Schedule of Consolidated Assets and Liabilities - VIE’s [Member] - USD ($)
Dec. 31, 2023
Dec. 31, 2022
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
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
v3.24.3
Variable Interest Entity (“VIE”) (Details) - Schedule of Consolidated Income Statement - VIE’s [Member] - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Condensed Income Statements, Captions [Line Items]    
Operating revenues $ 7,183,569 $ 10,207,464
Gross profit 10,915 233,994
Income from operations (2,453,521) (1,928,379)
Net (loss) income $ (2,453,521) $ (2,331,594)
v3.24.3
Business Combination (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 09, 2021
Mar. 09, 2021
Business Combination [Member]      
Business Combination [Line Items]      
Equity interest rate     75.00%
Shandong Yunchu Supply Chain Co., Ltd [Member]      
Business Combination [Line Items]      
Equity interest rate   100.00%  
Jilin Chuangyuan Chemical Co., Ltd [Member]      
Business Combination [Line Items]      
Goodwill $ 3,190    
Shandong Yunchu Trading Co Ltd [Member]      
Business Combination [Line Items]      
Aggregate shares of common stock   5,900,000  
Goodwill $ 4,720    
Common Stock [Member] | Jilin Chuangyuan Chemical Co., Ltd [Member]      
Business Combination [Line Items]      
Aggregate shares of common stock     3,300,000
v3.24.3
Business Combination (Details) - Schedule of Fair Value of the Identifiable Assets Acquired and Liabilities Assumed at the Acquisition
12 Months Ended
Dec. 31, 2023
USD ($)
Jilin Chuangyuan Chemical Co., Ltd [Member]  
Business Combination (Details) - Schedule of Fair Value of the Identifiable Assets Acquired and Liabilities Assumed at the Acquisition [Line Items]  
Total consideration at fair value $ 8,085,000
Shandong Yunchu Supply Chain Co., Ltd [Member]  
Business Combination (Details) - Schedule of Fair Value of the Identifiable Assets Acquired and Liabilities Assumed at the Acquisition [Line Items]  
Total consideration at fair value $ 5,420,920
v3.24.3
Business Combination (Details) - Schedule of Fair Value of the Identifiable Assets Acquired and Liabilities Assumed at the Acquisition - USD ($)
Mar. 09, 2021
Jan. 04, 2021
Schedule Of Fair Value Of The Identifiable Assets Acquired And Liabilities Assumed At The Acquisition Abstract    
Cash and cash equivalents, and Restricted Cash $ 77,427 $ 95,237
Accounts receivable, net 780,556 868,874
Inventories, net 581,569
Related party receivable 86,448  
Other current assets 4,899,559  
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 4,724,698 3,191,897
Total assets 10,568,688 19,136,773
Short-term loan - bank (3,826,934)
Related party payable  
Lease payable-current portion   (1,162,355)
Accounts payable (992,424) (575,495)
Other current liabilities (4,155,344)  
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 (5,147,768) (9,438,255)
Noncontrolling interest (1,613,518)
Net assets acquired $ 5,420,920 $ 8,085,000
v3.24.3
Trade Accounts Receivable, Net (Details)
12 Months Ended
Dec. 31, 2023
Trade Accounts Receivable, Net [Abstract]  
Credit terms description 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
v3.24.3
Trade Accounts Receivable, Net (Details) - Schedule of Trade Accounts Receivable - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Schedule of Trade Accounts Receivable [Abstract]    
Trade accounts receivable $ 5,262,452 $ 3,362,939
Less: Allowance for credit losses (2,102,127) (366,301)
Trade receivables, net 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)
v3.24.3
Advances and Prepayments to Suppliers (Details) - Schedule of Advance Payment to Suppliers and Vendors to Procure Raw Materials - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Schedule of Advance Payment to Suppliers and Vendors to Procure Raw Materials [Abstract]    
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
v3.24.3
Inventories (Details) - Schedule of Inventories - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Schedule of Inventories [Abstract]    
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
v3.24.3
Plant and Equipment (Details) - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Plant and Equipment [Abstract]    
Depreciation expense $ 1,847,024 $ 1,307,839
v3.24.3
Plant and Equipment (Details) - Schedule of Plant and Equipment - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
At Cost:    
Plant and equipment, At Cost $ 33,018,392 $ 33,477,534
Less: Impairment (750,317) (759,201)
Less: Accumulated depreciation (11,996,231) (10,149,207)
Plant and equipment, gross 20,271,844 22,569,125
Construction in progress 30,948 33,260
Plant and equipment, net 20,302,792 22,602,385
Buildings [Member]    
At Cost:    
Plant and equipment, At Cost 19,604,604 19,924,811
Machinery and equipment [Member]    
At Cost:    
Plant and equipment, At Cost 11,181,032 11,322,085
Office equipment [Member]    
At Cost:    
Plant and equipment, At Cost 767,094 765,413
Motor vehicles [Member]    
At Cost:    
Plant and equipment, At Cost $ 1,465,662 $ 1,465,225
v3.24.3
Intangible Assets (Details) - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Indefinite-Lived Intangible Assets [Line Items]    
Amortization expense $ 171,002 $ 124,721
v3.24.3
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Indefinite-Lived Intangible Assets [Line Items]    
Gross intangible assets $ 3,971,104 $ 4,036,171
Less: Accumulated amortization (1,137,002) (966,000)
Net intangible assets 2,834,102 3,070,171
Land use rights [Member]    
Indefinite-Lived Intangible Assets [Line Items]    
Gross intangible assets 3,000,857 3,051,744
Software licenses [Member]    
Indefinite-Lived Intangible Assets [Line Items]    
Gross intangible assets 68,573 67,464
Trademark [Member]    
Indefinite-Lived Intangible Assets [Line Items]    
Gross intangible assets $ 901,674 $ 916,963
v3.24.3
Intangible Assets (Details) - Schedule of Amortization Expenses Intangible Assets - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Schedule of Amortization Expenses Intangible Assets [Line Items]    
2024 $ 181,950  
2025 181,950  
2026 96,064  
2027 78,978  
2028 76,063  
Thereafter 2,219,097  
Total $ 2,834,102 $ 3,070,171
v3.24.3
Long Term Investment (Details) - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2023
Jul. 20, 2022
Long Term Investment [Line Items]      
Total consideration $ 13,620,000    
Partnership interest percentage 19.00%    
Long term investment $ 16,488,157 $ 2,257,926  
Xianning Xiangtian Energy Holdings Group Co., Ltd [Member]      
Long Term Investment [Line Items]      
Equity interest rate 40.00%   30.00%
Shandong Ningwei New Energy Technology Co., Ltd. [Member]      
Long Term Investment [Line Items]      
Investment return $ 2,870,000    
v3.24.3
Other Payable (Details) - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Other Payable [Abstract]    
Balance of other payable $ 4,510,192 $ 4,412,833
v3.24.3
Advance From Customer (Details) - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Advance From Customer [Line Items]    
Advance from customers $ 2,464,319 $ 2,624,070
v3.24.3
Related Parties Transaction (Details) - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Significant Related Parties [Member]    
Related Parties Transaction [Line Items]    
Outstanding balance due from related parties $ 315,724 $ 180,578
Related Party [Member]    
Related Parties Transaction [Line Items]    
Outstanding balance due to related party $ 7,333,545 $ 4,282,841
v3.24.3
Related Parties Transaction (Details) - Schedule of Amounts Due from Related Parties - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Mr.Chen Xing [Member]    
Schedule of Amounts Due from Related Parties [Line Items]    
Description of related parties the management of the Shandong Yunchu  
Amounts due from related parties $ 294,210 $ 127,196
Mr.Lu Jun [Member]    
Schedule of Amounts Due from Related Parties [Line Items]    
Description of related parties the management of the Jingshan Sanhe  
Amounts due from related parties $ 21,514 $ 16,853
v3.24.3
Related Parties Transaction (Details) - Schedule of Amounts Due to Related Parties - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Ms. Yan Yan [Member]    
Related Parties Transaction (Details) - Schedule of Amounts Due to Related Parties [Line Items]    
Amounts due to related parties, description the spouse of the legal representative of Jilin Chuangyuan  
Amounts due to related parties $ 899,241 $ 986,417
Mr. Bin Zhou [Member]    
Related Parties Transaction (Details) - Schedule of Amounts Due to Related Parties [Line Items]    
Amounts due to related parties, description Chief Executive Officer and Chairman of the Company  
Amounts due to related parties $ 1,393,529 1,073,867
Hubei shuang new energy Technology Co., LTD [Member]    
Related Parties Transaction (Details) - Schedule of Amounts Due to Related Parties [Line Items]    
Amounts due to related parties, description significant impact  
Amounts due to related parties $ 442,216  
Shandong Ningwei New Energy Technology Co., Ltd. [Member]    
Related Parties Transaction (Details) - Schedule of Amounts Due to Related Parties [Line Items]    
Amounts due to related parties, description significant impact  
Amounts due to related parties $ 1,496,040  
Anhui Ansheng equipment Co., LTD [Member]    
Related Parties Transaction (Details) - Schedule of Amounts Due to Related Parties [Line Items]    
Amounts due to related parties, description Previous subsidiary  
Amounts due to related parties $ 1,177,836 1,180,796
Senior Managements [Member]    
Related Parties Transaction (Details) - Schedule of Amounts Due to Related Parties [Line Items]    
Amounts due to related parties, description significant impact  
Amounts due to related parties $ 1,815,624 $ 779,371
v3.24.3
Goodwill (Details) - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Goodwill [Member]    
Goodwill [Line Items]    
Goodwill $ 4,724,699 $ 4,724,699
v3.24.3
Goodwill (Details) - Schedule of Goodwill - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2023
Dec. 31, 2022
Ansheng [Member]    
Goodwill [Line Items]    
Balance at beginning $ 1,026,337
Balance ending
Goodwill acquired
Goodwill impairment
Disposal of subsidiaries   (1,026,337)
Baokuan [Member]    
Goodwill [Line Items]    
Balance at beginning
Balance ending
Goodwill acquired 7,193,965
Goodwill impairment (7,193,965)
Disposal of subsidiaries  
JLCY [Member]    
Goodwill [Line Items]    
Balance at beginning 3,191,897
Balance ending
Goodwill acquired
Goodwill impairment (3,191,897)
Disposal of subsidiaries  
SDYC [Member]    
Goodwill [Line Items]    
Balance at beginning 4,724,699 4,724,699
Balance ending 4,724,699 4,724,699
Goodwill acquired
Goodwill impairment
Disposal of subsidiaries  
v3.24.3
Bank Loans (Details) - USD ($)
12 Months Ended
Jun. 15, 2022
Dec. 31, 2023
Dec. 31, 2022
Bank Loans [Line Items]      
Buildings and land used as collateral   $ 11,112,104  
Stock shares (in Shares) 28,465,000    
Approximately total share percentage   71.43%  
Jilin Branch [Member]      
Bank Loans [Line Items]      
Interest expense   $ 298,967 $ 291,032
v3.24.3
Bank Loans (Details) - Schedule of Short-Term Bank Loans - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Rural Credit Cooperatives of Jilin Province, Jilin Branch [Member]    
Schedule of Short-Term Bank Loans [Line Items]    
Maturities Due in November 2026  
Weighted average interest rate 7.83%  
Short-term bank loans $ 3,529,727 $ 3,589,582
Tonghua Dongchang Yuyin Village Bank Co., LTD [Member]    
Schedule of Short-Term Bank Loans [Line Items]    
Maturities Due in June 2025  
Weighted average interest rate 8.00%  
Short-term bank loans $ 282,378 $ 287,167
v3.24.3
Equity (Details) - USD ($)
12 Months Ended
May 19, 2022
Jan. 13, 2022
Dec. 31, 2022
Dec. 31, 2023
Jul. 20, 2022
Apr. 08, 2022
Equity [Line Items]            
Common stock, par value (in Dollars per share)     $ 0.001 $ 0.001    
Aggregate purchase price (in Dollars)     $ 11,100,000      
Number of common stock remained unchanged     72,081,930 72,081,930    
Allinyson Ltd [Member]            
Equity [Line Items]            
Equity interest rate           100.00%
Xianning Xiangtian Energy Holdings Group Co., Ltd. [Member]            
Equity [Line Items]            
Equity interest rate     40.00%   30.00%  
Securities Purchase Agreement [Member]            
Equity [Line Items]            
Aggregate shares of common stock 10,000,000          
Common stock, par value (in Dollars per share) $ 0.001          
Aggregate purchase price (in Dollars) $ 4,100,000          
Purchase price per share (in Dollars per share) $ 0.41          
Securities Purchase Agreement [Member] | People’s Republic of China [Member]            
Equity [Line Items]            
Aggregate shares of common stock   7,000,000        
Common stock, par value (in Dollars per share)   $ 0.001        
Aggregate purchase price (in Dollars)   $ 7,000,000        
Purchase price per share (in Dollars per share)   $ 1        
Nevada [Member] | Planet Green Holdings Corporation [Member]            
Equity [Line Items]            
Aggregate shares of common stock           7,500,000
Common Stock [Member]            
Equity [Line Items]            
Aggregate purchase price (in Dollars)     $ 17,000      
Common Stock [Member] | Xianning Xiangtian Energy Holdings Group Co., Ltd. [Member]            
Equity [Line Items]            
Issuance of common stock         12,000,000  
v3.24.3
Income Taxes (Details)
1 Months Ended 12 Months Ended
Dec. 22, 2017
Dec. 31, 2023
Dec. 31, 2022
Income Taxes [Line Items]      
U.S. corporate tax rate percentage   25.00% 25.00%
Valuation allowance on deferred tax 100.00%    
U.S [Member]      
Income Taxes [Line Items]      
Statutory federal rate   21.00% 21.00%
Cooperated tax rate percentage 21.00%    
Hong Kong [Member]      
Income Taxes [Line Items]      
Statutory federal rate   16.50%  
PRC [Member]      
Income Taxes [Line Items]      
Income tax rate   25.00%  
Maximum [Member] | U.S [Member]      
Income Taxes [Line Items]      
U.S. corporate tax rate percentage 34.00%    
Minimum [Member] | U.S [Member]      
Income Taxes [Line Items]      
U.S. corporate tax rate percentage 21.00%    
v3.24.3
Income Taxes (Details) - Schedule of Income Tax Expense - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Schedule of Income Tax Expense [Line Items]    
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 (in Shares) 72,081,930 59,502,478
Per share effect
Loss attributed to U.S. operations (12,034,102) (12,212,918)
PRC operations [Member]    
Schedule of Income Tax Expense [Line Items]    
Loss attributed to operations (8,809,372) (2,778,634)
Canada operations [Member]    
Schedule of Income Tax Expense [Line Items]    
Loss attributed to operations 34,981 (276,423)
BVI & Hong Kong operation [Member]    
Schedule of Income Tax Expense [Line Items]    
Loss attributed to operations
v3.24.3
Income Taxes (Details) - Schedule of Income Tax Expense (Parentheticals)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Schedule of Income Tax Expense [Line Items]    
PRC Statutory Tax Rate 25.00% 25.00%
v3.24.3
Income Taxes (Details) - Schedule of Effective Income Tax Rate From Continuing Operations
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Schedule of Effective Income Tax Rate From Continuing Operations [Line Items]    
U.S. federal statutory income tax rate 21.00% 21.00%
Higher (lower) rates in PRC, net 4.00% 4.00%
Non-recognized deferred tax benefits in the PRC (25.17%) (25.10%)
The Company’s effective tax rate (0.17%) (0.10%)
v3.24.3
Earnings/(Loss) Per Share (Details) - Schedule of Earnings/(Loss) Per Share - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Schedule of Earnings/(Loss) Per Share [Abstract]    
Net loss attributable to common shareholders (in Dollars) $ (20,843,796) $ (25,808,418)
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 (in Dollars per share) $ (0.29) $ (0.28)
(Loss) income per share from discontinued operations-Basic (in Dollars per share) (0.15)
(Loss) income per share from discontinued operations- diluted (in Dollars per share) (0.15)
(Loss) income per common shareholders - Basic (in Dollars per share) (0.29) (0.43)
(Loss) income per common shareholders -Diluted (in Dollars per share) $ (0.29) $ (0.43)
Basic weighted average shares outstanding 72,081,930 59,502,478
Diluted weighted average shares outstanding 72,081,930 59,502,478
v3.24.3
Concentrations (Details) - Schedule of Customers Concentrations - Customer Concentration Risk [Member] - Revenue Benchmark [Member] - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Customers A [Member]    
Concentration Risk [Line Items]    
Customers revenue, amount $ 3,972,964
Percentage of customers revenue 15.00%
Customers B [Member]    
Concentration Risk [Line Items]    
Customers revenue, amount $ 3,605,934
Percentage of customers revenue 13.00%
Customers C [Member]    
Concentration Risk [Line Items]    
Customers revenue, amount
Percentage of customers revenue
v3.24.3
Concentrations (Details) - Schedule of Suppliers Concentrations - Supplier Concentration Risk [Member] - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Purchase [Member] | Suppliers A [Member]    
Schedule of Suppliers Concentrations [Line Items]    
Suppliers revenue, amount $ 8,512,372
Purchase [Member] | Suppliers B [Member]    
Schedule of Suppliers Concentrations [Line Items]    
Suppliers revenue, amount 4,888,270 6,996,696
Purchase [Member] | Suppliers C [Member]    
Schedule of Suppliers Concentrations [Line Items]    
Suppliers revenue, amount $ 2,503,225 $ 6,297,657
Cost of Goods and Service Benchmark [Member] | Suppliers A [Member]    
Schedule of Suppliers Concentrations [Line Items]    
Percentage of suppliers revenue 23.00%
Cost of Goods and Service Benchmark [Member] | Suppliers B [Member]    
Schedule of Suppliers Concentrations [Line Items]    
Percentage of suppliers revenue 19.00% 19.00%
Cost of Goods and Service Benchmark [Member] | Suppliers C [Member]    
Schedule of Suppliers Concentrations [Line Items]    
Percentage of suppliers revenue 10.00% 17.00%

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