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 ☐

~~Yes [X] 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 ☐

~~Yes [X] No []~~

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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~~“large accelerated filer,~~" "accelerated~~” “accelerated filer,~~" "smaller~~” “smaller reporting company,"” and ~~"emerging~~“emerging growth ~~company"~~company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ~~[ ]~~	☐	Accelerated filer ~~[ ]~~	☐
Non-accelerated filer ~~[X]~~	☒	Smaller reporting company ~~[X]~~	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

~~Yes [ ] No [X]~~

The number of shares and aggregate market value of common stock held by non-affiliates as of the last business day of the ~~registrant's~~registrant’s most recently completed second fiscal quarter were ~~64,824,490 (on a post-split basis)~~3,881,060 and ~~$10,513,378~~$18,163,361, respectively.

There were ~~5,497,765~~20,009,930 shares of common stock outstanding as of ~~April 11, 2019.~~March 29, 2021.

Documents Incorporated by Reference: None.

EXPLANATORY NOTE

The registrant is relying on the Securities and Exchange Commission’s Order under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies (Release No. 34-88465 dated March 25, 2020), which concerns exemptions from certain filing deadlines in light of COVID-19. The registrant could not file this Annual Report on Form 10-K for the fiscal year ended December 31, 2019 on a timely basis because the outbreak of COVID-19 in China and restrictions on travel and operations, which included, among others, finance team were unable to complete the preparation of the registrant’s consolidated financial statements for the fiscal year ended December 31, 2019, caused delays in completing the required work.

FORM 10-K INDEX

	PART I
~~ITEM 1.~~	~~BUSINESS~~	4
ITEM ~~1A.~~ 1.	~~RISK FACTORS~~ BUSINESS	9	2
ITEM 1A.	RISK FACTORS		10
ITEM 1B.	UNRESOLVED STAFF COMMENTS	9	10
ITEM 2.	PROPERTIES	9	10
ITEM 3.	LEGAL PROCEEDINGS		10
ITEM 4.	MINE SAFETY DISCLOSURES		10
	~~PART II~~
	PART II

ITEM 5.	MARKET FOR ~~REGISTRANT'S~~REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		11
ITEM 6.	SELECTED FINANCIAL DATA	12	11
ITEM 7.	~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12	11
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15	17
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	15	17
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	15	17
ITEM 9A	CONTROLS AND PROCEDURES.	15	17
ITEM 9B.	OTHER INFORMATION	16	18
	~~PART III~~
	PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	17	19
ITEM 11.	EXECUTIVE COMPENSATION	21	22
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	21	23
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	23	24
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	23	24
	~~PART IV~~
	PART IV

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	24	25
ITEM 16.	FORM 10-K SUMMARY	25	26

ITEM 1. BUSINESS

Overview of Our Business

Planet Green is a Nevada company established in 1986 and is headquartered in Flushing, New York. We are ~~headquartered~~a diversified technology and consumer products company with presence in ~~Shanghai, China. Since the restructuring of our company in September 2018, our primary business, which is carried out by Taishan Muren, our newly acquired business, is:~~

~~to develop~~North America and ~~market products, such as sauces, from herbs and spices that we grow in China; and~~
~~to sell brown rice syrup and tea bags developed using our unique recipes in China.~~

~~In addition, we sold certain convenience food products produced by our historical businesses in~~ China in the follow businesses: Chemical Products, Tea Products and Online Advertising Services.

Planet Green manages its operation in three business segments which include:

●

to grow, produce and distribute Cyan brick tea, black tea and green tea in China; and

●

to research, develop, manufacture and sell chemical products including formaldehyde, urea formaldehyde adhesive, methylal, ethanol fuel, fuel additives and clean fuel in China; and

●

to develop and operate a demand side platform which empowers buyers of advertising to manage and optimize their digital advertising across different real-time bidding networks in North America and China

Coronavirus (COVID-19) Update

Recently, there is an ongoing outbreak of a novel strain of coronavirus (COVID-19) first identified in China and has since spread rapidly globally. The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and business facilities globally for the past few months. In March 2020, the World Health Organization declared the COVID-19 as a pandemic. Given the rapidly expanding nature of the COVID-19 pandemic, and because substantially all of our business operations and our workforce are concentrated in China, our business, results of operations and financial condition have been and will continue to be adversely affected. Potential impact to our results of operations will also depend on future developments and new information that may emerge regarding the duration and severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19 or mitigate its impact, almost all of which are beyond our control.

The impacts of COVID-19 on our business, financial condition, and results of operations include, but are not limited to, the following:

●

We temporally closed our offices and production facilities to adhere to the policy from February 2020 until April 2020, as required by relevant PRC regulatory authorities. Our offices are slowly reopening pursuant to local guidelines. In the first quarter of 2020, the COVID-19 outbreak has caused disruptions in our manufacturing operations, which have resulted in delays in the shipment of products to certain of our customers.

●

Some of our employees were in mandatory self-quarantine from January 2020 to April 2020.

●

Our customers have been negatively impacted by the outbreak, which may reduce the demand of our products. As a result, our revenue and income may be negatively impacted in 2020.

●

The situation may worsen if the COVID-19 pandemic continues. We continued to closely monitor our collections throughout 2020.

A prolonged disruption or any further unforeseen delay in our operations of the manufacturing, delivery and assembly process within any of our production facilities could continue to result in delays in the shipment of products to our customers, increased costs and reduced revenue.

We cannot foresee whether the outbreak of COVID-19 will be effectively contained, nor can we predict the severity and duration of its impact. If the outbreak of COVID-19 is not effectively and timely controlled, our business operations and financial condition may be materially and adversely affected as a result of the deteriorating market outlook, the slowdown in regional and national economic growth, weakened liquidity and financial condition of our customers or other factors that we cannot foresee. Any of these factors and other factors beyond our control could have an adverse effect on the overall business environment, cause uncertainties in the regions where we conduct business, cause our business to suffer in ways that we cannot predict and materially and adversely impact our business, financial condition and results of operations. Now that we are closer to containment of the COVID-19 pandemic with the emergence of several very effective vaccines, market participants expect the economy will fully recover over the next year ~~ended December 31, 2018 and discontinued the offering of convenience food products on December 10, 2018.~~or two.

Organizational Structure

PLAG ~~is a Nevada corporation that~~ was incorporated on February 4, 1986 and was formerly known as ~~"American~~“American Lorain Corporation."” Effective November 12, 2009, PLAG reincorporated in Nevada from Delaware.

The following diagram illustrates our corporate structure as of the date of this annual report on Form 10-K, including our subsidiaries and our VIEs.

~~VIE Arrangement~~Subsidiary

We are a company that continuously strives to create new value and relentlessly to capture new opportunities, which is why we are growing and strengthening the internet-based business as another pillar towards the next growth stage. In addition to our Chinese domestic business, we set out for global market by acquiring 100% shares of Fast Approach in Canada on June 5, 2020 to embark on demand-side platform (DSP) business in North America. A demand-side platform is a system that allows buyers of digital advertising inventory to manage multiple advertisement exchange and data exchange through one interface. Fast Approach is the first 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. Fast Approach owns 100% equity of Shanghai Shuning in China. We believe this acquisition will accelerate our global business growth, leading to further increasing the Planet Green enterprise value as well.

On ~~December 14, 2017,~~May 29, 2020, the ~~Company formed Shenzhen Lorain as~~Planet Green Holdings Corporation (BVI) incorporated Lucky Sky Planet Green Holdings Co., Limited, a limited company ~~under the laws~~incorporated in Hong Kong. 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, as part of the ~~PRC. Through Shandong Greenpia, the Company entered into exclusive~~ reorganization, Planet Green Holdings Corporation (BVI) transferred its 100% equity interest in Lucky Sky Holdings Corporations (H.K.) Limited to Rui Tang, a unrelated party, at nominal price.

VIE agreements with Shenzhen Lorain and its shareholders that give the Company the ability to substantially influence Shenzhen Lorain's daily operations and financial affairs and appoint its senior executives. The Company is considered the primary beneficiary of Shenzhen Lorain and it consolidates its accounts as a VIE. On September 27, 2018, the agreements were terminated due to the Company's restructuring and Shenzhen Lorain was no longer a variable interest entity under Shandong Greenpia.Arrangement

4

On September 27, 2018, through Shanghai Xunyang, the Company entered into exclusive VIE agreements ~~("VIE Agreements")~~ with Beijing Lorain, Luotian Lorain, Shandong Greenpia, Taishan Muren, and Shenzhen Lorain and their shareholders that give the Company the ability to substantially influence those ~~companies'~~companies’ daily operations and financial affairs and appoint their senior executives. The Company is considered the primary beneficiary of these operating companies.

On May 14, 2019, through Shanghai Xunyang, the Company entered into a series of VIE agreements with Xianning Bozhuang and its equity holders to obtain control and became the primary beneficiary of Xianning Bozhuang. The Company consolidated Xianning Bozhuang’s accounts as its VIE.

On December 20, 2019, we sold 100% of equity interest in Shanghai Xunyang and terminated its VIE agreements with Xianning Bozhuang, Shenzhen Lorain and Taishan Muren.

On December 20, 2019, through Lucky Sky Petrochemical, the Company entered into exclusive VIE agreements (“VIE Agreements”) with Taishan Muren, Xianning Bozhuang and Shenzhen Lorain, 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.

On September 8, 2020, the Company’s Board of Directors resolved to discontinue the operation of Shenzhen Lorain and Taishan Muren due to the continued loss of such two subsidiaries. On September 15, 2020, Lucky Sky Petrochemical terminated the VIE agreements with Shenzhen Lorain and Taishan Muren.

On January 4, 2021, through Jiayi Technologies, formerly known as Lucky Sky Petrochemical, the Company entered into a series of VIE agreements with Jingshan Sanhe Luckysky as well as its shareholders, which gives the Company the ultimate control of Jingshan Sanhe Luckysky and its shareholders, making it operate in accordance with the will of the Company. The Company is considered the primary beneficiary of Jingshan Sanhe Luckysky and it consolidates its accounts as VIEs.

On March 9, 2021, through Jiayi Technologies, the Company entered into a ~~VIE.~~series of VIE agreements with Jilin Chuangyuan as well as its shareholders, which gives the Company the ultimate control of Jilin Chuangyuan and its shareholders, making it operate in accordance with the will of the Company. The Company is considered the primary beneficiary of Jilin Chuangyuan and it consolidates its accounts as VIEs. 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'~~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~~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~~day’s prior written notice.

Equity Pledge Agreements. Pursuant to the Equity Pledge Agreements among WFOE, operating entities and each of operating ~~entities'~~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 ("Control Agreement").~~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~~shareholder’s equity interests in the operating companies, once or at multiple times at any time in part or in whole at ~~WFOE's~~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~~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~~shareholder’s voting rights with respect to all matters to be discussed and voted in the ~~shareholders'~~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.

~~Recent Developments~~

~~On September 28, 2018, we sold 100%~~As of ~~equity interest in ILH and purchased 50%~~December 31, 2020, the following entities were de-consolidated from the structure as a result of the ~~issued and outstanding shares of Shandong Greenpia, 30% of Beijing Lorain and 100% of the issued and outstanding shares of Luotian Lorain from ILH.~~

~~On September 28, 2018, we acquired Taishan Muren, a limited liability company in China.~~

5

On September 28, 2018, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to: (i) change the Company's name from "American Lorain Corporation" to "Planet Green Holdings Corp." and (ii) effect a reverse stock split of its common stock at a ratio of twenty-five-for-one (25-for-1).

~~On December 10, 2018, we discontinued the operations of~~termination agreements: Beijing Lorain, Luotian Lorain, Shandong Greenpia, Shenzhen Lorain and ~~Shandong Greenpia.~~ Taishan Muren. Shanghai Xunyang was sold to one unrelated party in the company reorganization process.

Products

We ~~grew 32 herbs~~grow, produce and spices on farmland that we lease in Guangdong Province, China. We sell sauces and other products developed from these herbs and spices. Customers use these products for seasoning, refining of foods and odor elimination, among other uses.

~~We also offer a variety of food and beverage products, including packaged sauce,~~distribute Cyan brick tea, black tea and ~~brown rice syrup, to consumers~~green tea in China. In addition, we also research, develop, manufacture and ~~foodservice businesses.~~sell products of formaldehyde, urea formaldehyde adhesive, methylal, ethanol fuel, fuel additives and clean fuel.

Our ~~spice, sauce, beverage~~ethanol fuel and ~~tea~~fuel additives products business is ~~held~~carried on by our newly acquired VIE company, Jingshan Sanhe Luckysky.

Our formaldehyde, urea formaldehyde adhesive, methylal, and clean fuel products business is carried out by our newly acquired VIE company, Jilin Chuangyuan.

Service

We provide a demand-side platform which allows buyers of digital advertising inventory to manage multiple advertisement exchange and data exchange through one interface.

Our digital service is provided by our newly acquired company, ~~Taishan Muren.~~Fast Approach.

~~We also offered convenience food products in 2018 and discontinued this offering on December 10, 2018.~~

Our Manufacturing Facilities

General

We currently manufacture our products in ~~Taishan~~Meihekou City, ~~Guangdong Province.~~Jilin Province, Jingshan City and Xianning City, Hubei Province, China.

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)
Taishan Muren * 2016 9,500
Shandong Greenpia ** 2010 9,179
Luotian Lorain ** 2003 9,558
* Acquired in September 2018.
Facility Year
Operations
Commenced Facility Size
(square meters)
Xianning Bozhuang * 2013 33,333
Jingshan Sanhe Luckysky ** 2018 11,018
Jilin Chuangyuan*** 2013 59,690
* Became a VIE in May 2019.
** Became a VIE in January 2021
*** Became a VIE in March 2021.

** Operations discontinued in December 2018.
Production Lines
We currently manufacture our different products using production ~~lines.~~ lines operated through our subsidiaries.
The production process for our ~~sauce~~cyan brick tea products involves, ~~sorting, cleaning the raw spice, mixing the spice based on our special formula,~~primary processing of fresh leaves, piling and ~~grinding, boiling~~fermenting, storing and ~~final packaging.~~aging, picking, pressing, and baking. The production process for our ~~dry spice~~black tea products involves selecting and sorting ~~cleaning~~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 ~~spice~~materials methanol and ~~drying. We outsource~~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 ~~brown rice syrup~~formaldehyde storage, and ~~tea bag~~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 ~~third party factories,~~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 ~~we provide~~additives are added into the ~~manufacturer~~condensation kettle according to a certain proportion for condensation reaction, and the finished product is formed after cooling treatment.
The production process for our clean fuel oil is illustrated as follows. The self-control design of the facilities for storage of raw materials and addition of additives shall, in accordance with the ~~recipe~~requirements of the process, conduct centralized indication and ~~products standards.~~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:
6

Facility
Production Lines
~~Product~~
~~Portfolio~~
Product Portfolio
Capacity
~~Taishan Muren~~
Jingshan Sanhe Luckysky
~~1 sauce line and 1 drying~~
There are two production lines: the production line
of ethanol fuel and the production line of fuel additive
~~Sauce~~
Alcohol based clean fuel, liquid wax, arene and ~~dried spice~~
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
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 105,020 tons of production capacity ~~and herb drying~~
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 25120,000 tons of ~~production capacity.~~
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.~~year-round.
~~Agricultural Operations~~
~~We began growing herbs and spices by leasing land of 1,949 acres in Taishan City since 2016. We grow 32 species spices including roselle, mint, curry, pandan leave, lemon, citronella and others.~~
Raw Materials
Our Supply Sources
Our business depends on obtaining a reliable supply of various ~~agricultural~~ products, including tea, refined methanol, methanol, formaldehyde and polymer emulsion. Because of ~~spice. We~~the diversity of available sources of these raw materials, we believe that our raw materials are currently in adequate supply.
We
For our tea operation, we obtain our ~~agricultural~~ raw materials primarily from ~~our self-supply.~~domestic procurement. We ~~produced~~purchase approximately ~~440 metric tons and 270~~400 tons of ~~spice~~tea from suppliers in 2020. For our ~~own agricultural operations~~business lines of ethanol fuel and fuel additive, we purchased approximately 710 tons of additive material from suppliers in ~~2018~~2020. For our business lines of formaldehyde, rubber and ~~2017, respectively.~~methylal products, we purchased approximately 18,547 tons of methanol and 146 tons of urea from suppliers in 2020.
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, ~~and~~ tea bag processing ~~companies. Our top ten suppliers accounted for 81.2%~~companies and 12.1% of the total procurement in 2018 and 2017 in value terms, respectively. We purchase rice syrup and tea bags from suppliers and farmers pursuant to supply contracts and underlying purchase orders. We have not entered into any long-term contracts with any of our suppliers.chemical products wholesale companies.
Our Customers
Our tea and chemical products are sold exclusively in Chinese domestic markets. ~~Our top ten customers contributed 61% and 15.9% of our total revenues in 2018 and 2017, respectively.~~
We sell our products in first-tier cities in China, including Beijing, Shanghai, Tianjin and Guangzhou. Our sales team sells our products directly to supermarket chains, mass merchandisers, large wholesalers, restaurants and others in these markets. In second-tier and third-tier cities, we currently sell ourtea products to third-party distributors, such as ~~food companies or~~ trading companies with established distribution ~~channels in such regions, rather than through our own sales team.~~channels. The terms of a typical sales contract between us and our distributors provide that we are responsible for transportation costs and the distributors are responsible for storage costs. Furthermore, the distributors have the right to return products that fail to satisfy specified quality standards, at our cost. The majority of such contracts require the distributors to pay us in cash in full upon delivery, and the remaining contracts provide for short-term credit, usually two to three weeks.

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. We sell such products to end user directly and through local distributors.
When it comes to the sales of synthetic fuel products, we do business through direct sales, constructing refuel facilities and conducting technical cooperation with other companies.
For our DSP business line, we obtain clients through advertising agents from China and Canada.
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 ~~2018,~~2020, our marketing and branding efforts mainly focus on internet advertising.
7

Competition and Market Position

The overall food market is diverse, both globally and in China. We do not have a significant market share in China.

Black tea is produced in Guangxi, Sichuan, Yunnan, Hunan, Hubei, Shanxi and Anhui provinces in China. Our ~~spice, sauce~~black tea products are processed in our factory in Hubei province and ~~beverage products compete with both~~distributed nationwide. There are few large ~~agribusiness companies~~players on the market but we face fierce competition from numerous small black tea manufactures and ~~natural~~distributors. However, as our brand has over hundreds of year’s history, we have accumulated loyal consumers and organic packaged foods companies. Many of these competitors have significantly greater resources. Large agribusiness companies include Guangzhou Baihua Spice Corp. and natural and organic packaged foods companies include Shanghai House Food Corp. and Ankee Food Corporation. Given limited retailer shelf space and merchandising events, competitors actively support their respective brands with marketing, advertising and promotional spending. In addition, most retailersgained favorable market ~~similar items under their own private label, which compete for the same shelf space.~~reputation over years.

Competitive factors in our industry include product innovation, product quality, price, brand recognition and loyalty, product variety and ingredients, product packaging and package design, effectiveness of marketing and promotional activity, and our ability to identify and satisfy consumer tastes and preferences.

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.

We sell clean fuel and fuel additive in local reginal market. We compete with other reginal players and national players.

Intellectual Property

Patents

The company vigorously implements scientific and technological innovation and obtains 12 practical patent certificates from the State Intellectual Property Office of the PRC. These patents are registered under Jingshan Sanhe Luckysky, which includes a diesel exhaust cleaner and its preparation method, a kind of automobile exhaust cleaner and preparation method, a kind of filtering device for exhaust port of cleaning liquid production plant, a kind of automobile cleaner dispensing device, a kind of liquid dispensing equipment, a kind of mixing and stirring tank, a kind of cleaning brush for cleaning agent storage tank, a kind of reactor for producing auto cleaner, a kind of cleaning brush for cleaning agent mixing kettle, a kind of mixing tank, a cleaning tool for cleaning the reactor for detergent production and a kind of mixing and defoaming tank. The company will give full play to the advantages of independent intellectual property rights, continue to innovate, maintain the leading technology and enhance the core competitiveness of the company.

We take reasonable steps to protect our proprietary information and trade secrets, such as limiting disclosure of proprietary plans, methods and other similar information on a need-to-know basis and requiring employees with access to our proprietary technology to enter into confidentiality arrangements. We believe that our proprietary technology and trade secrets are adequately protected.

Our Employees

As of December 31, ~~2018,~~2020, we had a total of ~~160~~148 employees. Approximately 70148 of our full-time employees are directly employed by our subsidiaries and ~~VIEs and the remaining employees are employed by outsourcing agents that we use to meet our staffing needs.~~VIEs. Compared to ~~2017,~~2019, the total employees decreased by ~~85%~~36% due to ~~bad operating performance~~disposal of Taishan Muren, Shanzhen Lorain and ~~recent company restructure.~~acquisition of Fast Approach.

The following table sets forth the allocation of employees ~~both direct and leased,~~ by job function.

	Number of
Department	Employees
Production	~~119~~	42
Human Resources	2	3
Research and Development	2	19
Sales	19	35
Finance	3	9
Procurement	3	4
Administration	12	36
Total	~~160~~	148

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.

8

Our Research and Development Activities

We have research and development staffs at each of our facilities. In total, 219 employees are dedicated to research and ~~development.~~development for different business lines.

Jingshan Sanhe Luckysky contains a professional laboratory which includes 17 sets of professional experimental equipment operated by 6 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. 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, ~~2018~~2020 and ~~2017~~2019 was not a material portion of our total expenses for those years.

Government Regulation

As a ~~manufacturer~~company that continuously strives to create new value. We have been doing business in three areas: tea product cultivation, packaging, and ~~distributor~~sales; manufacturing and sales of ~~food~~synthetic fuel products, ~~we are~~formaldehyde products, vehicles gasoline and diesel products in Chinese market and providing on-line advertising services in Canada and China.

Our tea product cultivation, packaging, and sales business is subject to regulations of ~~China's~~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 online advertising business line is operated in Canada and we meet the requirement of related regulations in Canada.

ITEM 1A. RISK FACTORS

Not required byfor smaller reporting companies.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our primary facilities, which are owned except where otherwise indicated, are as follows:

Facility	~~Location~~	Location		Approximate Size (Square Meters)		Owned or Leased
Xianning Bozhuang *		~~(Square Meters)~~
Taishan Muren *	~~Taishan, Guangdong, PRC~~	~~9,500~~	~~Leased~~

Luotian Lorain **	~~Luotian County,~~	~~54,251~~	~~Owned~~
	Xianning City, Hubei Province, PRC		33,333		Land Use Rights Obtained
Jingshan Sanhe Luckysky**		Jingshan City, Hubei Province, PRC		11,018		Leased
~~Shandong Greenpia~~Jilin Chuangyuan ** *	~~Junan County,~~	~~33,332~~	~~Owned~~
	~~Shandong~~Meihekou City, Jilin Province, PRC		59,690		Land Use Rights Obtained

* Acquired in September 2018.

** Operations discontinued in December 2018.

*

Became a VIE in May 2019.

**

Became a VIE in January 2021.

***

Became a VIE in March 2021.

In the aggregate, we currently have land use rights to, or lease, 3 properties with approximately ~~97,083~~104,041 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.

9

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

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

10

PART II

ITEM 5. MARKET FOR ~~REGISTRANT'S~~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 (formerly known as the American Stock Exchange, the NYSE Amex Equities Exchange and the NYSE MKT) under the symbol ~~"PLAG"~~“PLAG”.

Approximate Number of Holders of Our Common Stock

As of ~~April 11, 2019,~~March 29, 2021, there were ~~319 shareholders~~341 stockholders of record of our common stock. This does not include the holders whose shares are held in a depository trust in ~~"street"~~“street” name.

Dividend ~~Policy~~

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 ~~December 28, 2017, we~~February 10, 2020, the Company entered into a ~~securities purchase agreement,~~Securities Purchase Agreement, pursuant to which ~~Yi Li and Beili Zhu, each an individual~~two individuals residing in the ~~People's~~People’s Republic of China agreed to ~~invest~~purchase an aggregate of ~~$1.275 million in~~1,350,000 shares of the ~~Company in exchange~~Company’s common stock, par value $0.001 per share, for an aggregate purchase price of ~~7,500,000 shares of our common stock,~~$3,510,000, representing a purchase price of ~~$0.17 per Share. The transaction closed on January 23, 2018.~~

On April 14, 2018, the Company entered into a securities purchase agreement with eight individuals residing in China, who agreed to invest an aggregate of $1.6 million in the Company in exchange for an aggregate of 9,050,000 shares of the Company's common stock, representing a purchase price of $0.18$2.60 per share. The transaction was closed on ~~April 20, 2018.~~February 28, 2020.

On ~~April 24, 2018,~~June 5, 2020, the Company has entered into a ~~securities purchase agreement~~Share Exchange Agreement with ~~Xiuping Cai, who agreed~~Fast Approach Inc. and each shareholder of Fast Approach. Pursuant to ~~invest an aggregate of $1.8 million in~~the Share Exchange Agreement, the Company ~~in exchange for an aggregate of 10,000,000 shares of the Company's common stock, representing a purchase price of $0.18 per share. The transaction was closed on April 27, 2018.~~

On May 23, 2018, the Company entered into a securities purchase agreement with Hongxiang Yu, President, Chief Executive Officer and Chairman, and Yimin Jin, Chief Strategy Officer and Director of the Company, who agreed to invest an aggregate of $5.0 million in the Company in exchange for 29,411,765 shares of the Company's common stock, representing a purchase price of $0.17 per share. On August 8, 2018, the Company entered into an amended and restated securities purchase agreement with Hongxiang Yu and Yimin Jin, who agreed to invest an aggregate of $10 million in the Company in exchange for an aggregate of 2,352,942 shares of common stock, representing a purchase price of approximately $4.25 per share (taking into account the reverse stock split subsequently effected by the Company). This financing closed on October 16, 2018.

On July 12, 2018, the Company entered into a securities purchase agreement with Yunpeng Zhang and Zhongquan Sun, individuals residing in the People's Republic of China, who agreed to invest an aggregate of $750,000 in the Company in exchange for an aggregate of 150,000 shares of the Company's common stock, representing a purchase price of $5 per share (taking into account the reverse stock split subsequently effected by the Company). This financing closed on August 2, 2018.

11

On September 25, 2018, the Company and Shanghai Xunyang entered into a share exchange agreement with Taishan Muren and the sole shareholder of Taishan Muren, pursuant to which, among other things and subject to the terms and conditions contained therein, Shanghai Xunyang agreed to effect an acquisition of Taishan Muren by acquiringwill acquire all outstanding equity interests of ~~Taishan Muren~~Target. The acquisition closed on June 5, 2020. At the closing, the Company issued an aggregate of 1,800,000 shares of common stock of the Company to the original shareholders of Fast Approach in exchange for ~~Company's issuance~~the transfer of ~~400,000 shares~~all of the ~~Company's common stock (taking into account~~equity interests of the ~~reverse stock split subsequently effected by~~Fast Approach to the ~~Company) to Taishan Muren's sole shareholder. On September 28, 2018, the Company closed this transaction.~~Company.

Securities Authorized for Issuance under Equity Compensation Plans

~~The information in Item 12~~

On November 24, 2020, shareholders approved the 2020 Equity Incentive Plan, under which there is 1,654,165 shares of ~~this report is incorporated herein by reference.~~common available for issuance. On December 30, 2020, Company issued 782,165 common shares to its employees under the 2020 Equity Incentive Plan.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. ~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are headquartered in ~~Shanghai, China. Since~~Flushing, NY. For the ~~restructuring of our company in September 2018,~~fiscal year 2020, our primary business, which is carried out by Fast Approach Inc and Xianning Bozhuang, is:

●

Black tea product cultivation, packaging, and sales;

●

Multimedia design and online advertising services;

Reorganization

On May 18, 2018, the Company incorporated Planet Green Holdings Corporation, a limited company incorporated in the British Virgin Islands. On September 28, 2018, Planet Green BVI acquired JianShi Technology Holding Limited, a limited company incorporated in Hong Kong on February 21, 2012, and Shanghai Xunyang Internet Tech Co., Ltd., a wholly-owned foreign entity incorporated in Shanghai, PRC, on August 29, 2012 (“Shanghai Xunyang”).

On May 9, 2019, the Company entered into a share exchange agreement to acquire Xianning Bozhuang Tea Products Co., Ltd, Then the Company’s business activities added the production line of green tea and black tea and sales of tea products, of which business activities are carried out in Xianning City, Hubei Province, China.

On August 12, 2019, through Lucky Sky Holdings Corporations (H.K.) Limited, formerly known as JianShi Technology Holding Limited, Company established Lucky Sky Petrochemical Technology (Xianning) Co., Ltd., a wholly foreign-owned enterprise incorporated in Xianning City, Hubei Province, China.

On December 20, 2019, The Lucky Sky Holdings Corporations (H.K.) Limited sold 100% of equity interest in Shanghai Xunyang.

On May 29, 2020, the Planet Green Holdings Corporation (BVI) incorporated Lucky Sky Planet Green Holdings Co., Limited, a limited company incorporated in Hong Kong.

On June 5, 2020, the Company issued an aggregate of 1,800,000 shares of our common stock to acquire all of the outstanding equity interest of Fast Approach Inc. As a result, the Planet Green Holdings Corporation (BVI) acquired all of the outstanding equity interests of Fast Approach Inc. It was incorporated under Canada’s laws and the business of operation of a demand-side platform targeting the Chinese education market in North America, besides, Shanghai Shuning Advertising Co., Ltd, a PRC entity as the subsidiary of Fast Approach Inc, conducted the multimedia design, advertising, import, and export business in China.

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, Planet Green Holdings Corporation (BVI) transferred its 100% equity interest in Lucky Sky Holdings Corporations (H.K.) Limited to Rui Tang, an unrelated party, at nominal price.

On September 15, 2020, Lucky Sky Petrochemical terminated the VIE agreements with Shenzhen Lorain and Taishan ~~Muren,~~Muren.

On December 9, 2020, Lucky Sky Petrochemical Technology (Xianning) Co., Ltd. changed its name to Jiayi Technologies (Xianning) Co., Ltd.

On January 4, 2021, the Company and Jiayi Technologies (Xianning) Co., Ltd. (the “Subsidiary”), a subsidiary of the Company, entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. (“Target”), and each of shareholders of the Target (collectively, the “Sellers”), pursuant to which, among other things and subject to the terms and conditions contained therein, the Subsidiary agreed to effect an acquisition of the Target by acquiring from the Sellers 85% of the outstanding equity interests of the Target (the “Acquisition”). Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd, engaged in researching, manufacturing, and selling high-grade synthetic fuel products. Jingshan Sanhe has four production lines on an 11,000-square-meter facility and capacities to complete manufacturing, labeling, and packaging. It is the primary facility for Green Energy products. Besides, this facility also serves research and sales purpose with an office space of 3,400 square meters. On January 4, 2021, the Company closed the Acquisition.

On March 9, 2021, Planet Green Holdings Corp. (the “Company”) and Jiayi Technologies (Xianning) Co., Ltd. (the “Subsidiary”), a subsidiary of the Company, entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Jilin Chuangyuan Chemical Co., Ltd. (“Target”). Each of shareholders of the Target (collectively, the “Sellers”), under which, among other things and subject to the terms and conditions contained therein, the subsidiary agreed to effect an acquisition of the Target by acquiring from the Sellers 75% of the outstanding equity interests of the Target (the “Acquisition”). Jilin Chuangyuan Chemical Co., Ltd’s main products are formaldehyde, urea-formaldehyde glue, methylal, and clean fuel oil; it has two formaldehyde production lines, eight rubber production lines methylal production line, and one clean fuel oil production line. There are 367 sets of leading production equipment, the entire plant covering an area of 43,661 square meters, construction area of 16,090 square meters. On March 10, 2021, the Company closed the acquisition.

After that, through Jiayi Technologies (Xianning) Co., Ltd, the Company entered into a new variable interest entity agreement. Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd and Jilin Chuangyuan Chemical Co., Ltd became the Company’s new contractually controlled affiliate. The New VIE Agreements allow us to:

a.

exercise effective control over Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd and Jilin Chuangyuan Chemical Co., Ltd;

b.

receive 85% of the economic benefits of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd and receive 75% of the economic benefits of Jilin Chuangyuan Chemical Co., Ltd substantially;

c.

have an exclusive option to purchase all or part of the equity interests in Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd and Jilin Chuangyuan Chemical Co., Ltd when and to the extent permitted by the laws of the PRC;

As a result of the New VIE Agreements, The Company has become the primary beneficiary of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd and Jilin Chuangyuan Chemical Co., Ltd; They treat these above entities as its variable interest entity under U.S. GAAP. The Company will continue to consolidate the financial results of Xianning Bozhuang Tea Products Co., Ltd in our ~~newly acquired~~consolidated financial statements following U.S. GAAP.

The table below illustrates the business ~~is:~~the Company conduct through our subsidiaries and consolidated affiliated entities:

		Attributable equity	Place of
Name of Company	Principal Business	interest %	incorporation
Shanghai Shuning Advertising Co., Ltd	Multimedia design, advertising, import, and export business	100	PRC
Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd	Manufacturing and sales of Synthetic fuel products	85% VIE	PRC
Jilin Chuangyuan Chemical Co., Ltd	Production and sales of formaldehyde products, vehicles gasoline and diesel products	75% VIE	PRC
Xianning Bozhuang Tea Products Co., Ltd.	Tea product cultivation, packaging, and sales	100% VIE	PRC
Fast Approach Inc.	Multiple media design and online advertising	100	Canada

The above reorganization which occurred during the subsequent period after December 31, 2020 does not affect the Company’s consolidated financial statements for the current period.

Coronavirus (COVID-19) Update

Recently, an ongoing outbreak of a novel strain of coronavirus (COVID-19) was first identified in China and has since spread rapidly globally. The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and business facilities globally for the past few months. In March 2020, the World Health Organization declared the COVID-19 as a pandemic. Given the rapidly expanding nature of the COVID-19 pandemic, and because substantially all of our business operations and workforce are concentrated in China, our business, results of operations, and financial condition have been and will continue to ~~develop~~be adversely affected. Potential impact to the results of our operations will also depend on future developments and new information that may emerge regarding the duration and severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19 or mitigate its impact, almost all of which are beyond our control.

1)

The impacts of COVID-19 on our business, financial condition, and results of operations include, but are not limited to, the following:

2)

We temporally closed our offices and production facilities to adhere to the policy from February 2020 until April 2020, as required by relevant PRC regulatory authorities. Our offices are slowly reopening pursuant to local guidelines. During the past 12 months in the fiscal year 2020, the COVID-19 outbreak had caused disruptions in our manufacturing operations, which had resulted in delays in the shipment of products to certain of our customers.

3)

Some of our employees were in mandatory self-quarantine from January 2020 to April 2020.

4)

Our customers have been negatively impacted by the outbreak, which may reduce the demand for our products. As a result, our revenue and income have been being negatively impacted in 2020.

5)

The situation may worsen if the COVID-19 pandemic continues. We will continue to closely monitor our collections throughout 2021.

A prolonged disruption or any further unforeseen delay in our operations of the manufacturing, delivery, and assembly process within any of our production facilities could continue to result in delays in the shipment of products to our customers, increased costs, and reduced revenue.

We cannot foresee whether the outbreak of COVID-19 will be effectively contained, nor can we predict the severity and duration of its impact. If the outbreak of COVID-19 is not effectively and timely controlled, our business operations and financial condition may be materially and adversely affected as a result of the deteriorating market ~~products, such as sauces, from herbs~~outlook, the slowdown in regional and ~~spices~~national economic growth, weakened liquidity, and financial condition of our customers or other factors that we ~~grow~~cannot foresee. Any of these factors and other factors beyond our control could have an adverse effect on the overall business environment, cause uncertainties in ~~China;~~the regions where we conduct business, cause our business to suffer in ways that we cannot predict, and

~~to sell brown rice syrup~~ materially and ~~tea bags developed using~~adversely impact our ~~unique recipes in China.~~

business, financial condition and results of operations.
Results of Operations
The following ~~tables set forth key components of our results of operations~~discussion should be read in conjunction with the company’s audited consolidated financial statement for the ~~periods indicated,~~years ended December 31, 2020, and ~~the differences between the two periods expressed in dollars~~2019 and ~~percentages.~~related notes to that.

Year Ended

December 31,

Increase/(Decrease)

Increase/(Decrease)

(In thousands of U.S. dollars)

2018 ($)

2017 ($)

($)

(%)

Net Revenue

6,829

5,110

1,719

33.6%

Cost of Revenue

6,524

5,465

1,509

19.4%

Gross profit

305

(355
)

660

185.9%

Operating Expenses:

Selling and Marketing

14

432

(418
)

(96.8%
)
General and administrative

875

40,566

(39,691
)

(97.8%
)
(Loss)/Income from continuing operations

(149
)

(47,191
)

(47,042
)

99%

Non-operating Income (Expenses):

Government grant

-

-

-

-

Interest income

-

-

-

-

Other income

435

740

(305
)

(41.2%
)
Other expense

(.227
)

(2,501
)

(2,500
)

99%

Interest Expense

-

(4,076
)

4,076

(100.0%
)
Income Taxes

164

161

3

1.9%

(Loss)/income from continuing operations

(313
)

(47,352
)

(47,039
)

99%

Discontinued operations:

Income/(loss) from discontinued operations

(24,049
)

(30,953
)

(55,002
)

(177%
)
Provision for income taxes

-

-

-

0%

Income/(loss) from discontinued operations, net of taxes

17,144

(30,953
)

48,097

133%

Net Income(Loss)

16,831

(78,305
)

95,136

121.4%

Non-Controlling Interest

(3,758
)

(15,073
)

11,315

(75.1%
)
Net Income/(Loss) of common stockholders

20,589

(63,232
)

83,821

132.5%

Increase / Increase /
Decrease Decrease
2020 2019 ($) (%)
Net revenues 3,638,801 1,106,482 2,532,319 229
Cost of revenues 2,369,736 464,402 1,905,334 410
Gross profit 1,269,065 642,080 626,985 98
Operating expenses:
Selling and marketing expenses 160,109 40,069 120,040 300
General and administrative expenses 3,896,489 904,913 2,991,576 331
Total operating expenses 4,056,598 944,982 3,111,616 329

Operating loss (2,787,533 ) (302,902 ) (2,484,631 ) 820

Interest income (expenses), net. (23,407 ) (9,725 ) (13,682 ) 141
Other income (expenses), net. 27,318 68,376 (41,058 ) (60 )
Impairment of goodwill (2,339,829 ) - (2,339,829 ) -
Write off receivables from the disposal of former subsidiaries (6,078,623 ) 8,783,848 (14,862,471 ) (169 )
Total other (expenses) income (8,414,541 ) 8,842,499 (17,257,040 ) (195 )

Loss before taxes (11,202,074 ) (8,539,597 ) (19,741,671 ) (231 )
Discontinued Operations:
Income (loss) from continuing operations 150,911 (5,592,401 ) 5,743,312 (103 )

Net income(loss)from discontinuing operations 150,911 (5,592,401 ) 5,743,312 (103 )

Net income(loss) (11,051,163 ) 2,947,196 (13,998,359 ) (475 )

Year Ended December 31, ~~2018~~2020, Compared to Year Ended December 31, ~~2017~~2019
12

~~Revenue~~

Net Revenues. ~~Net~~Our net revenues amounted to $3.64 million in 2020, representing an increase of approximately $2.53 million, from 2019, in which our net revenue was $1.11 million. This increase was attributable to the fact that the Company has acquired Xianning Bozhuang Tea Products Co., Ltd in May 2019 and expanded enterprise sales distribution channel in the fiscal year 2020.

Cost of Revenues. In 2020, we experienced an increase in the cost of revenues of $1.91 million compared to 2019, from approximately $0.46 million to $2.37 million. This soaring in cost of goods sold was in line with the increase in sales in the fiscal year 2020.

Gross Profit. Our gross profit increased by ~~$1.7~~$0.63 million, or ~~approximately 33.6%~~98%, to ~~$6.8~~$1.27 million in ~~2018~~2020 from ~~$5.1~~$0.64 million in ~~2017.~~2019, For the years ended December 31, 2020, and 2019, our overall gross margin was 35% and 58%, respectively. The decrease in gross margin was primarily due to the reshaping of the brand and the adjustment of the product lines.

Operating Expenses

Selling and Marketing Expenses. Our selling and marketing expenses increased by $0.12 million or 300%, to $0.16 million in 2020, compared to $0.04 million in 2019. The increase ~~of net revenue~~in our selling and marketing expenses is mainly due to the ~~acquisition transaction~~development of ~~Taishan Muren Agriculture Co. Ltd., which closed on September 28, 2018.~~new sales channels; it includes the adjustment of promotion strategies, marketing strategies, and Channel strategies. Specifically, in the fiscal year 2020, the Company began to engage in online wholesales business.

~~Cost of Revenues.~~ ~~Our cost of revenues increased $1.5 million, or approximately 19.4%, to $6.5 million in 2018 from $5.5 million in 2017, as a result of increase of net revenue.~~

~~Gross Profit~~. Our gross profit increased $0.6 million, or 185.9%, to $0.3 million in 2018 from negative $0.4 million in 2017, mainly attributed to the fact that revenues increased by $1.7 million. The gross profit ratio increased from negative 6.9% to negative 4.5% in 2018, mainly because of the acquisition of Taishan Muren Agriculture Co. Ltd.

~~Operating Expenses~~

~~Selling and Marketing Expenses~~. Our selling and marketing expenses decreased approximately $0.4 million, or 96.8%, to $0.01 million in 2018 from $0.4 million in 2017. The decrease is attributable to decreases of employee salary, travel expense, entertainment expense, transportation fee and storage charge in 2018.

General and Administrative Expenses. ~~Our~~We experienced an increase in general and administrative expenses ~~decreased~~of $2.99 million from $0.90 million to approximately ~~$39.7 million, or 97.8%, to $ 0.9~~$3.90 million in ~~2018 from $40.6 million in 2017.~~2020, compared to 2019. The ~~decrease~~increase was mainly ~~due~~because the Company incurred approximately $1.75million on stock compensation expense concerning our ordinary shares issued to the ~~spinning off~~management.

Net Income

For the ~~chestnut business and acquiring new business of spice plants and fruit trees~~12 months ended December 31, 2020, our net loss amounted to approximately $11 million, comparing approximately 3 million net income in ~~2018.~~

~~Income Before Taxation and Non-Controlling Interest~~

~~Income before taxation and non-controlling interest increased $95.1 million, or 121.4%, to $17.0 million~~the fiscal year 2019. This decrease in ~~2018 from negative $78.3 million in 2017, mainly due to gain from discontinued operations. This increase is~~net income was attributable to the ~~sales transaction~~outbreak of ~~some direct and indirect subsidiaries~~COVID-19 and the ~~acquisition transaction~~disposal of ~~Taishan Muren Agriculture Co. Ltd.~~certain VIEs.

~~Income Taxes~~

~~Income taxes decreased approximately $0.003 million, or 1.9%, to $0.2 million in 2018, as compared to $0.2 million in 2017, almost remain the same comparing to the past year.~~

~~Non-Controlling Interest~~

~~Si Chen holds 50% of the issued and outstanding shares of Shandong Greenpia, which is reflected in the non-controlling interest of negative $3.7 million in 2018 and negative $15.1 million in 2017.~~

~~Discontinued operations~~

Our income before tax from discontinued operations increased by 48,097, or approximately 155%, to $17,144 in 2018 from negative $31.0 million in 2017. The increase is attributable to the spinning off the chestnut business.

~~Income/Loss attributable to common stockholders~~

Income attributable to common stockholders increased approximately $84.0 million, or 132.5%, to $20.6 million in 2018 from negative $63.2 million in 2017, mainly due to the sale or discontinuation of our historical business operations and acquiring new business of spice plants and fruit trees in 2018.

13

Liquidity and Capital Resources

~~General~~

In assessing our liquidity, we monitor and analyze our cash-on-hand and our operating and capital expenditure commitments. Our liquidity needs are to meet our working capital requirements, operating expenses, and capital expenditure obligations. In the reporting period in the fiscal year 2020, our primary sources of financing have been cash generated from operations and private placements.

On February 10, 2020, we entered into a securities purchase agreement with Mengru Xu and Zhichao Du, pursuant to which Mr. Xu and Mr. Du agreed to invest an aggregate of $3.51 million in the Company in exchange for an aggregate of 1,350,000 shares of our common stock, representing a purchase price of approximately $2.60 per share.

Management anticipates that our existing capital resources and anticipated cash flows from operations are adequate to satisfy our liquidity requirements ~~through 2019.~~for the next 12 months. Our primary capital needs have been to fund our working capital requirements. In the past, our primary sources of financing have been cash generated from operations and ~~short-term loans from banks in China.~~financing activities.

As of December 31, ~~2018 and 2017,~~2020, we had cash and cash equivalents (including restricted cash) ~~were $1.1~~of $3.42 million ~~and $0.09~~compared to $7.4 million ~~respectively.~~as of December 31, 2019. The debt to assets ratio was ~~57.7%~~16.7% and ~~113.3%~~19.9% as of December 31, ~~2018~~2020, and ~~2017, respectively.~~2019. We expect to continue to finance our operations and working capital needs in ~~2019~~2021 from cash generated from operations and, if needed, private financings. If available liquidity is not sufficient to meet our operating and loan obligations as they come ~~due,~~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 ~~be able to~~ 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.

The following table provides detailed information about our net cash flow for all financial statement periods presented in this report.

Cash Flows Data:

For year ended December 31,

(In thousands of U.S. dollars)

2018

2017

Net cash flows (used in)/provided by operating activities

(14,153
)

(360
)
Net cash flows used in investing activities

(492
)

751

Net cash flows (used in)/provided by financing activities

15,487

(754
)
Cash Flows Data:
For the year ended December 31,
(In thousands of U.S. dollars) 2020 2019
Net cash flows used in operating activities (3,499 ) (5,419 )
Net cash flows used in investing activities (853 ) (516 )
Net cash flows provided by financing activities 238 13,203
Operating Activities
~~Net~~
For the year ended December 31, 2020, net cash used in operating activities ~~for 2018 and 2017~~ was ~~approximately $14.1~~$3.5 million, which consisted primarily of net loss of $11.1 million, and was adjusted by depreciation and amortization of $0.4 million, ~~respectively.~~ write off receivables of $6.1 million, impairment of goodwill of $2.3 million and exchange loss of $1.8 million.
The Company had an increase of ~~approximately $17.9~~$1.5 million in accounts and other receivables, an increase of $4.1 million in prepayments and other current assets and an increase of $0.9 million in payables and other current liabilities.
For the year ended December 31, 2019, net cash ~~flows~~ used in operating activities ~~resulted~~was $5.4 million, which consisted primarily ~~from~~of net income of $8.5 million, and was adjusted by depreciation and amortization of $0.2 million, gain ~~of approximately $13.7 million, the gain and adjustment to retained earnings as a result of~~from disposal of ~~subsidies~~investment and subsidiaries of ~~approximately negative $41.1~~$8.8 million.
The Company had an increase of $1.5 million in prepayments and ~~$24~~other current assets and a reduction of $3.5 million ~~respectively~~ in ~~2018.~~payables and other current liabilities.
Investing Activities
Net cash used in investing activities for ~~2018 and 2017 were $0.5~~2020 was $0.9 million, ~~and $0.8~~representing an increase of $0.4 million ~~respectively, with the decrease of approximately $0.3 million~~in net cash ~~provided~~used in investing activities ~~primarily~~ from ~~a decrease in restricted cash~~$0.5 million for the same period of ~~$1.0 million, and~~2019. This is mainly due to the ~~purchase~~purchasing of plant and equipment ~~the sale of~~and intangible ~~assets and the payment for deposits all for $0.5 million in 2018.~~assets.
Financing Activities
Net cash provided by ~~(used in)~~ financing activities for ~~2018 and 2017 were approximately $15.5 million and negative $0.8 million, respectively, with~~ the year ended December 31, 2020, was $0.2million, representing a decrease of ~~$16.2~~$13.0 million in net cash provided by financing activities from ~~proceeds~~$13.2 million for the same period of 2019. This is mainly due to repayment to related party and decrease from proceed from issuance of common ~~stock and the increase in additional paid in capital for approximately $6.0 million and $9.5 million respectively in 2018.~~stock.
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 ~~thereto,~~to that, and related disclosures of commitments ~~and~~ contingencies, if any.
14

We consider our critical accounting policies to ~~be those that~~ require the more significant judgments and estimates in the preparation of financial statements, including those ~~set forth~~outlined in Note 2 to the financial statements included herein.

The Company has evaluated the timing and the impact of the ~~aforesaid~~ guidance above on the financial statements.

As of December 31, ~~2018,~~2020, there were no other recently issued accounting standards not yet adopted that would or could have a material effect on the ~~Company's~~Company’s consolidated financial statements.

~~Off Balance~~

Off-Balance Sheet Arrangements

We do not have any ~~off balance~~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 Asas of December 31, ~~2018~~2020, begins on page F-1 of this ~~Annual Report~~annual report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the ~~Securities and~~ Exchange ~~Act of 1934 ("Exchange Act"))~~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~~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, ~~2018.~~2020. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, ~~2018,~~2020, 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~~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, Asas of December 31, ~~2018,~~2020, our internal controls over financial reporting ~~are~~were not effective.

15

The material weakness and significant deficiency identified by our management Asas of December 31, ~~2018~~2020, 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.~~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~~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 ~~over~~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.~~Reporting

Other than as described above, during the fiscal year ended December 31, ~~2017,~~2020, 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~~annual report that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations over Internal Controls.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes ~~in accordance with~~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;~~

(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 in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(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 have a material effect on~~

(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 ~~that~~ our internal controls ~~will~~to prevent or detect all misstatements. ~~A control system, no~~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.

16

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 ~~as well as the date they began their service as a director.~~and officers.

Name
Age
Position
Director Since
Hongxiang Yu
38
President, Chief Executive Officer and Chairman
2016
Yimin Jin
47
Chief Strategy Officer and
Director
2017
Yuguo Zhang
61
Director
2017
Yilei Shao
41
Director
2018
Guangming Fang
54
Director
2018
Name Age Position
Bin Zhou 30 Chairman and Chief Executive Officer
Lili Hu 41 Chief Financial Officer
Chao Chen 34 Director
King Fai Leung 48 Director
Yang Cao 28 Director
~~MR. HONGXIANG YU.~~Mr. YuBin Zhou has served as a director of the Company since ~~August~~May 2019. 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 ~~and~~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 was appointed to serve as the Chief ~~Executive~~Financial Officer ~~and President~~of the Company in June 2019. She has over ten years of accounting experience. Ms. Hu has served as the financial director of Xianning Bozhuang Tea Products Co., Ltd., a wholly-owned subsidiary of the Company, since ~~September~~July 2018. ~~Mr. Yu has served~~From June 2016 to June 2018, Ms. Hu worked as ~~the head~~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 ~~the internal auditing department of Hongrun Construction Group~~Houfu Medical Device Co., Ltd., a medical device company ~~listed on~~in China. From January 2009 to December 2013, Ms. Hu served as the ~~Shenzhen Stock Exchange, and as general manager for Hongrun's foundation engineering subsidiary, since August 2006. In September 2015, Mr. Yu established, and has been the Chairman~~financial director of ~~Shanghai Highlights Asset Management~~Hebei Rentian Gaopeng Mechanical Co., Ltd., a manufacturing company ~~engaged in assets management and private equity investment~~ in China. ~~Since April 2016, Mr. Yu has also served as~~From January 2006 to June 2008, Ms. Hu was the ~~Vice Chairman~~Chief Financial Officer of ~~Tianjin Dragon Film Limited,~~Hubei Hongfa Telecommunications Co., Ltd., a telecommunications company ~~engaged in investment in film industry including the both upstream and downstream chain of film production business~~ in China. ~~Mr. Yu received his Bachelor degree in International Trade in 2004~~Ms. Hu graduated from Hubei University of Portsmouth in the United Kingdom and his Master degree in International Human Resources Management in 2006 from University of Portsmouth. Mr. Yu is well qualified to serve on the Board because of his extensive management experience.
~~MR. YIMIN JIN~~. Mr. Jin became our Chief Strategy Officer and a director in November 2017. From 1995 to 2001, Mr. Jin served as the General Manager in Shanghai Pudong Development Bank, and from 2001-2017, Mr. Jin served as the Managing Director of Shanghai Xiefeng Science and Technology ~~Investment Co., Ltd. Mr. Jin received his college diploma from Shanghai Shanda College~~with a major in ~~1993 and received his Bachelor of Finance degree from Shanghai Television University~~accounting. Ms. Hu is a Certified Public Accountant in ~~1998. Mr. Jin obtained his MSBA degree from Madonna University in 2001.~~China.
~~MR. YUGUO ZHANG.~~ Mr. Zhang was appointed as one of our directors of the Board and as a member of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee on November 8, 2017. He has served as the president of Jiangsu Siyuan Port Co, Ltd. from 2014 to 2016. From 2012 to 2014, Mr. Zhang served as the president of Jiangsu Xinmin Port Co., Ltd., and from 2008 to 2012, Mr. Zhang served as the president of Rugao Port Group. Mr. Zhang received his Bachelor of Chinese Language degree from Huadong Normal University in 1991 and obtained his MSBA degree from Madonna University in 1999.
~~MR. YILEI SHAO.~~Ms. Shao became a director of the Company in September 2018. She has served as founder and chief executive officer of Shanghai Jianshi Management Consulting Limited, focusing on cross-border advisory services for Chinese companies and strategic consulting, since 2011. Ms. Shao served as Vice President in the Credit Derivatives Department of Goldman Sachs in New York from 2005 to 2010. Ms. Shao received a bachelor degree in computer science from Shanghai Jiao Tong University and a Ph.D. in Computer Science from Princeton University. We believe that Ms. Shao is well qualified to serve on our Board of Directors because of her extensive experience with strategic corporate matters.
~~MR. GUANGMING FANG~~Chao Chen~~. Mr. Fang was appointed as one of our directors of the Board in September 2018. He~~ has served as a director of ~~Hongkong Zhuangyuanlou Food~~the Company since April 2019. She has been an attorney at Beijing QianCheng law firm since August 2019. Prior to that, she was an attorney at Beijing Lanpeng Law Firm from May 2015 to August 2019. Her practice includes litigation, mergers and acquisitions and general corporate representation. Ms. Chen served as the legal manager of LightInTheBox Holding Co., Ltd. ~~since~~, an international online retail company that is listed on New York Stock Exchange, from November 2018 to January 2019. From September ~~2014. He~~2013 to May 2015, Ms. Chen served as ~~chief executive officer~~the senior project manager of ~~Yueyuxing International Trade~~China Aviation Supplies Holding Company, ~~in Thailand~~a company that provides aircraft procurement and support services on aviation supplies, and was responsible for the planning, procurement and execution of cross-border projects. Ms. Chen received her Master of Law degree from ~~1986 to 1999. He~~Beijing Institute of Technology and her Bachelor of Law degree from Southwest University for Nationalities.
Mr. King Fai Leung has served as ~~chief~~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. 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), Chineseinvestors.com, Inc., a financial information website for Chinese-speaking investors (OTCQB: CIIX).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 Kaicheng Law Office since November 2019. 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 ~~of Beijing Zhongqiao Culture Development Company from 1999 to August 2014, Mr. Fang~~at Qingdao Inter-Credit Group Wuhan Branch, a business consulting company. Ms. Cao received ~~his bachelor of accounting~~her LL.B. degree from ~~Payap~~Hankou College and an LL.M. degree from Central China Normal University ~~of Thailand in 1986. We believe Mr. Fang is well qualified to serve on our Board of Directors because of his extensive management experience in the food industry.~~
17

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. ~~There are no family relationships among our directors or officers.~~

~~Executive Officers~~

Our executive officers are appointed by our Board and serve at their discretion. ~~The following table sets forth the name, age and position of each of~~There are no family relationships among our ~~current executive officers as well as the date they began their service as an executive officer.~~

Name
Age
Position
Executive Officer Since
Hongxiang Yu
38
President, Chief Executive Officer and Chairman
2018
Yu Li
26
Chief Financial Officer
2018
Yimin Jin
47
Chief Strategy Officer and Director
2017
~~See "Directors" above for information on Mr. Yu and Mr. Jin.~~directors or officers.
~~MS. YU LI.~~ Ms. Li was appointed to serve as the Chief Financial Officer of the Company in September 2018. She has been as an asset management intern at Shenwan Hongyuan Securities since December 2017. In August and September 2017, she was an associate intern at China Investment Consulting. From November 2014 to June 2015, she was a part time assistant at McKinsey & Company. She received her Bachelor degree in Accounting and Financial Studies in 2014 from University of Central Lancashire in the UK and her Master degree in Management in 2017 from Warwick University.
Board of Directors
Our Board met on five occasions during fiscal year ~~2018.~~2020. 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 ~~2018.~~2020.
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.
18

~~Yuguo Zhang, Yilei Shao,~~

King Fai Leung, Yang Cao and ~~Guangmig Fang,~~Chao Chen, all of whom are independent directors under SEC rules and the rules of NYSE American, are currently serving as members of the Audit Committee. ~~Ms. Shao~~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 ~~shareholder~~stockholder requesting a copy by writing to: Planet Green Holdings Corp., c/o Board of Director Office, ~~Suite 901, Building 6, No. 1678 Jinshajiang Road, Putuo District, Shanghai, China 200333.~~36-10 Union St. 2nd Floor, Flushing, NY, 11345. During the fiscal year ~~2018,~~ended December 31, 2020, our Audit Committee held ~~five~~5 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 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 evaluate the performance of our executive officers;

~~• to assist our Board in developing succession plans for executive officers; and~~

●

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.~~

●

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 ~~Messrs. Zhang, Shao~~Chao Chen, King Fai Leung and ~~Fang. Mr. Zhang~~Yang Cao. Ms. Chen is the chairman of the Compensation Committee. All current members of the Compensation Committee are independent directors, and all past members were independent directors at all times during their service on such Committee. None of the past or present members of our Compensation Committee are present or past employees or officers of the Company or any of our subsidiaries. No member of the Compensation Committee has had any relationship with us requiring disclosure under Item 404 of Regulation S-K. None of our executive officers serves on the Board of Directors or compensation committee of a company that has an executive officer that serves on our Board of Directors or Compensation Committee.

The Compensation Committee may not delegate its responsibilities to another committee, individual director or member of management.

The Compensation Committee meets on an annual basis and holds special meetings as needed. The Compensation Committee meetings may be called by the Committee chairman, the Chairman of the Board of Directors or a majority of Committee members. The Chief Executive Officer and Chief Financial Officer also provide recommendations to the Compensation Committee relating to compensation of other executive officers. The Compensation Committee held five meetings in fiscal year ~~2018.~~2020.

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 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 make recommendations to the Board of Directors on the minimum qualifications and standards for director nominees and the selection criteria for the Board members;

19

●

to review the qualifications of potential candidates for the Board of Directors;

~~• 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 make recommendations to the Board of Directors on nominees to be elected at the Annual Meeting of Shareholders; 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.

• 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 Shareholders.

The current members of the Nominating and Corporate Governance are ~~Messrs. Zhang, Shao~~Yang Cao, Chao Chen and ~~Fang. Mr. Fang~~King Fai Leung. Ms. Cao is the chairman of the Compensation Committee. During the fiscal year ~~2018,~~2020, our Nominating and Corporate Governance Committee held five meetings.

~~Shareholder~~Stockholder Nominations for Director

~~Shareholders~~

Stockholders may propose candidates for board membership by writing toto: Planet Green Holdings Corp., c/o Board of Director Office, ~~Suite 901, Building 6, No. 1678 Jinshajiang Road, Putuo District, Shanghai, China 200333.~~36-10 Union St. 2nd Floor, Flushing, NY, 11345. Any such proposal shall contain the name, holdings of our securities and contact information of the person making the nomination; the ~~candidate's~~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 ~~shareholder~~stockholder submitting the nomination; any actual or potential conflicts of interest; the ~~nominee's~~nominee’s biographical data, current public and private company affiliations, employment history and qualifications and status as ~~"independent"~~“independent” under applicable securities laws and stock exchange requirements. Nominees proposed by ~~shareholders~~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.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of our common stock to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission, which we also refer to throughout this report as the SEC. Based solely on our review of the copies of such forms furnished to us and written representations from our executive officers, directors and such beneficial owners, we believe that all filing requirements of Section 16(a) of the Exchange Act were timely complied with during the fiscal year ended December 31, 2018.

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 ~~the Corporate Governance page of~~ our website ~~under the Investor link~~ at http://www.planetgreenholdings.com, and a copy of the Code of Ethics is available to any ~~shareholder~~stockholder requesting a copy by writing to: Planet Green Holdings Corp., c/o Board of Director Office, ~~Suite 901, Building 6, No. 1678 Jinshajiang Road, Putuo District, Shanghai, China 200333.~~36-10 Union St. 2nd Floor, Flushing, NY, 11345. We intend to disclose on our website, in accordance with all applicable laws and regulations, amendments to, or waivers from, our Code of Ethics.

20

Legal Proceedings

To the Company’s knowledge, there are no material proceedings to which any of our directors and officers or affiliates of the Company is a party adverse to the Company or has a material interest adverse to the Company.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning all forms of compensation earned by our named executive officers during the fiscal years ended December 31, ~~2018~~2019 and ~~2017~~2018 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, ~~2018~~2019 or ~~2017.~~2018.

Name and Principal

Stock

Option

All Other

Position

Year

Salary

Bonus

Awards

Awards

Compensation

Total

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

Hongxiang Yu,

2018

$

President, Chief Executive Officer and Chairman

2017

$
16,154

$
-0-

$
-0-

$
-0-

$
-0-

$
-0-

Yu Li,

2018

$

Chief Financial Officer

2017

$
16,164

$
-0-

$
-0-

$
-0-

$
-0-

$
-0-

Yimin Jin,

2018

$

Chief Strategic Officer and Director

2017

$
16,154

$
-0-

$
-0-

$
-0-

$
-0-

$
16,154

Stock Option All Other
Name and Principal Position Year Salary Bonus Awards Awards Compensation Total
(a) (b) (c) (d) (e) (f) (g) (h)
Bin Zhou, 2020 $ 96,000 $ - $ - $ - $ - $ 96,000
Chairman, Chief Executive Officer 2019 $ 96,000 $ - $ - $ - $     - $ 48,000
and Director
- - - -
Lili Hu, 2020 $ 48,000 $ - $ - $ - $ - $ 48,000
Chief Financial Officer 2019 $ 48,000 $ - $ - $ - $ - $ 48,000
- - - -
Daqi Cui, 2020 $ 96,000 $ - $ - $ - $ - $ 96,000
Chief Operating Officer 2019 $ 96,000 $ - $ - $ - $ - $ 96,000
On ~~September 27, 2018,~~June 24, 2019, the Board appointed ~~Hongxiang Yu~~Lili Hu to serve ~~as the Chief Executive Officer and President of the Company and Yu Li~~ as the Chief Financial Officer. Pursuant to the employment agreement with Ms. Hu, we are obligated to pay Ms. Hu a compensation of $48,000 per year.
On June 18, 2019, the Board appointed Daqi Cui to serve as the Chief Operating Officer. Pursuant to the employment agreement with Mr. ~~Yu's engagement letter,~~Cui, we are obligated to pay Mr. YuCui a compensation of ~~$16,154~~$96,000 per year. ~~Pursuant~~Mr. Cui resigned as Chief Operating Office on October 21, 2020 due to ~~Ms. Li's engagement letter, we are obligated~~his personal health reason and he continued to ~~pay Ms. Li a compensation of $16,154 per year.~~be employed by the Company.
On ~~November 8, 2017,~~May 14 and October 25, 2019, the Board appointed ~~Yimin Jin~~Bin Zhou as a member of the Board and the Chief ~~strategic officer.~~Executive Officer, respectively. Pursuant to the employment agreement with Mr. ~~Jin's engagement letter,~~Zhou, we are obligated to pay Mr. ~~Jin~~Zhou a compensation of ~~$16,154~~$96,000 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 ~~April 11, 2019~~May 13, 2020 (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., ~~Suite 901, Building 6, No. 1678 Jinshajiang Road, Putuo District, Shanghai, China 200333.~~c/o Board of Director Office, 36-10 Union St. 2nd Floor, Flushing, NY, 11345.
In the table below, percentage ownership is based on ~~5,497,765~~20,009,930 shares of our common stock outstanding as of ~~April 11, 2019.~~March 29, 2021.
21
Name and title of beneficial owner Amount and nature of beneficial ownership Percent of
class
5% or Greater Stockholders
Xiaodong Cai ⁽¹⁾ 1,320,000 6.5 %
Yongsheng Chen⁽¹⁾ 1,980,000 9.8 %
Zhichao Du⁽²⁾ 1,200,000 5.9 %
Xue Wang ⁽²⁾ 1,320,000 6.5 %

Executive Officers, Directors and Director Nominees
Bin Zhou, Chairman, Chief Executive Officer and Director ⁽³⁾ 1,622,000 8.1 %
Lili Hu, Chief Financial Officer - -
Chao Chen, Director - -
King Fai Leung, Director - -
Yang Cao, Director - -
All executive officers, directors and director nominees as a group (five individuals) 1,622,000 8.1 %

Amount and nature Percent

of of
Name and title of beneficial owner beneficial ownership class

5% or Greater Shareholders
DEG-Deutsche Investitions- und Entwicklungsgesellschaft mbH ⁽¹⁾ 431,763 7.85%
Xiuping Cai 400,000 7.28%
Shenzhen Jiamingrui New Agriculture Co Ltd. 400,000 7.28%

Executive Officers, Directors and Director Nominees
Hongxiang Yu, President, Chief Executive Officer and Chairman⁽²⁾ 1,176,471 21.4%
Yu Li, Chief Financial Officer - -
Yimin Jin, Chief Strategic Officer and Director⁽²⁾ 1,176,471 21.4%
Yuguo Zhang, Director - -
Yilei Shao, Director - -
Guangming Fang, Director - -

All directors, director nominees and executive officers as a group (six individuals) 2,352,942 42.8%

⁽¹⁾
On March 9, 2021, the Company entered into a Share Exchange Agreement with Jilin Chuangyuan Chemical and Mr. Xiaodong Cai and Mr. Yongsheng Chen, shareholders of Jilin Chuangyuan Chemical Co., Ltd. Pursuant to the Share Exchange Agreement, among other things and subject to the terms and conditions contained therein, the Company agreed to effect an acquisition of the Jilin Chuangyuan by acquiring from the sellers 75% of the outstanding equity interests of the Jilin Chuanyuan in exchange of 3,300,000 common shares. On March 10, 2021, the Company closed the Acquisition.
⁽²⁾
~~Deutsche Investitions- und Entwicklungsgesellschaft mbH ("DEG") is~~On January 4, 2021, the Company entered into a ~~German limited liability company located at Kaemmergasse 22, 50676 Koeln, Germany.~~Share Exchange Agreement with Jingshan Sanhe Luckysky and Ms. Xue Wang and Mr. Zhichao Du, shareholders of Jingshan Sanhe Luckysky. Pursuant to the Share Exchange Agreement, among other things and subject to the terms and conditions contained therein, the Company agreed to effect an acquisition of the Jingshan Sanhe Luckysky by acquiring from the sellers 85% of the outstanding equity interests of the Jingshan Sanhe Luckysky in exchange of 2,200,000 common shares. On March 10, 2021, the Company closed the Acquisition. Company closed the transaction on the January 4 2021.
~~10,794,066~~
⁽³⁾ 972,000 shares of common stock, ~~(without taking into account of the reverse stock split subsequently effected by the Company) that has been pledged under the Share Pledge Agreement, dated October 19, 2010 and amended~~which were acquired on ~~November 15, 2012, for the benefit of DEG in order to secure the obligations of the Company and Junan Hongrun under a Loan Agreement, dated~~ May 31, 2010, among the Company, DEG and Mr. Si Chen (the "Loan Agreement"). On September 7, 2016, DEG notified the agent under the Pledge Agreement that the Company was in default under the Loan Agreement. As of October 19, 2018, DEG entered into a Stock Purchase Agreement with Mr. Yimin Jin and agreed to sell and Mr. Jin agreed to purchase all of DEG's 10,794,066 shares of common stock of the Company in consideration for the purchase price of Eight Hundred and Sixty Thousand United States Dollars ($860,000.00) (the "Purchase Price"). Mr. Jin is obligated to pay a down payment of $86,000 within five business days and the remainder of the purchase price within three weeks of October 19, 2018, after which DEG is obligated to ship the stock certificates with stock powers to Mr. Jin for transfer. The transfer of share of common stock of the Company has not been closed as of the date of this report.
It should be noted that the number of 10,794,066 shares of common stock of the Company being sold from DEG to Mr. Jin reflect the number of shares prior to the conversion of shares in accordance with the amendment to the Company's articles of incorporation dated September 28, 2018, pursuant to which every 25 shares of common stock of Planet Green Holdings Corp. that were issued and outstanding as of October 1, 2018 shall be automatically combined and converted into one share of common stock of the Company.
⁽²⁾
On August 8, 2018, the Company entered into an amended and restated securities purchase agreement with Hongxiang Yu and Yimin Jin, pursuant to which Mr. Yu and Mr. Jin agreed to invest an aggregate of $10 million in the Company14, 2019 in exchange for Bin Zhou’s 90% equity ownership in Xianning Bozhuang, pursuant to a share exchange agreement, dated as of May 9, 2019. Mr. Zhou acquired 650,000 shares from an ~~aggregate of 2,352,942 shares of common stock, representing a purchase~~existing shareholder at the price of approximately $4.25 per share (taking into account the reverse stock split subsequently effected by the Company). On October 16, 2018, the Company closed the transaction. Mr. Jin disclaims beneficial ownership of any shares held by Mr. Yu. Mr. Yu disclaims beneficial ownership of any shares held by Mr. Jin.
$2.6.
22
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
On ~~August 8, 2018,~~May 14, 2019, Bin Zhou, the ~~Company entered into an amended and restated securities purchase agreement with Hongxiang Yu, the President,~~ Chief Executive Officer and Chairman of the Company and Yimin Jin, the Chief Strategic Officer and Director of the Company, pursuant to which Mr. Yu and Mr. Jin agreed to invest an aggregate of $10 million in the Company in exchange for an aggregate of 2,352,942acquired 972,000 shares of common stock, ~~representing~~in exchange for Mr. Zhou’s 90% equity ownership in Xianning Bozhuang, pursuant to a ~~purchase price~~share exchange agreement, dated as of approximately $4.25 per share (taking into account the reverse stock split subsequently effected by the Company). On October 16, 2018, the Company closed the transaction and received gross proceeds of $10,000,000 in the aggregate.May 9, 2019.
On September 28, we sold 100% of equity interest in ILH to Si Chen, our former President, Chief Executive Officer and Chairman. We have included discussions of the transaction in our Current Report on Form 8-K, filed on October 2, 2018.
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"~~“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~~company’s board of directors, would interfere with the ~~director's~~director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors has determined that ~~Messrs. Zhang, Shao, Fang~~Chao Chen, King Fai Leung, Yang Cao are ~~"independent directors"~~“independent directors” as defined in the NYSE American listing standards and applicable SEC rules.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
WWC, P.C. is the ~~Company's~~Company’s independent registered public accounting firm for the fiscal years ended December 31, ~~2017~~2019 and ~~2018~~2020 and the accounting fees in each such period were ~~$170,000~~$160,000 and ~~$140,000.~~$180,000. 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.
23

PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) (1 and 2) Financial Statement and Schedules
The financial statements contained in the ~~"Audited~~“Audited Financial ~~Statements"~~Statements” beginning on page F-1 of this ~~Annual Report~~annual report on Form 10-K.
(b) Exhibits
Exhibit
No.
~~Description~~
~~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~~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~~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~~registrant’s registration statement on Form S-3 filed on January 29, 2010.
~~10.1~~
4.1*
Description of securities registered pursuant to Section 12 of the Securities ~~Purchase~~Exchange Act of 1934, as amended
10.1 Consultation and Service Agreement, dated December ~~28, 2017, by and among American Lorain Corporation and Yi Li and Beili Zhu. Incorporated by reference to Exhibit 10.1 to registrant's Form 8-K filed on May 21, 2018.~~
~~10.2~~
Securities Purchase Agreement, dated April 14, 2018, by and among American Lorain Corporation and the investors named therein. Incorporated by reference to Exhibit 10.2 to registrant's Form 8-K filed on May 21, 2018.
~~10.3~~
~~Securities Purchase Agreement, dated April 24, 2018,~~20, 2019, , by and between ~~American Lorain Corporation~~Lucky Sky Petrochemical and ~~Xiuping Cai.Incorporated by reference to Exhibit 10.3 to registrant's Form 8-K filed on May 21, 2018.~~
~~10.4~~
Securities Purchase Agreement, dated July 12, 2018, by and among American Lorain Corporation, Yunpeng Zhang and Zhongquan Sun. Incorporated by reference to Exhibit 10.1 to registrant's Form 10-Q filed on August 14, 2018.
~~10.5~~
~~Amended and Restated Securities Purchase Agreement, dated August 8, 2018, by and among American Lorain Corporation, Yimin Jin and Hongxiang Yu.Incorporated by reference to Exhibit 10.2 to registrant's Form 10-Q filed on August 14, 2018.~~
~~10.6~~
Share Exchange Agreement, dated August 8, 2018, by and among American Lorain Corporation, Si Chen, Planet Green Holdings Corp.,Junan Hongrun Foodstuff Co., Ltd., Shandong Lorain Co., Ltd., International Lorain Holdings, Inc., Shandong Greenpia Foodstuff Co., Ltd., Beijing Lorain Co., Ltd. and Luotian LorainXianning Bozhuang Tea Products Co., Ltd. Incorporated by reference to Exhibit ~~10.3~~10.21 to ~~registrant's~~the registrant’s annual report on Form ~~10-Q~~10K filed on ~~August~~May 14, ~~2018.~~2020.
~~10.7~~
10.2
~~Share Exchange~~Business Cooperation Agreement, dated ~~as of September 25, 2018,~~December 20, 2019, by and ~~among American Lorain Corporation, Shanghai Xunyang Internet Technology Co., Ltd., Taishan Muren Agriculture Co. Ltd.~~between Lucky Sky Petrochemical and ~~Shenzhen Jiamingrui New Agriculture~~Xianning Bozhuang Tea Products Co., Ltd. Incorporated by reference to Exhibit ~~10.1~~10.22 to ~~registrant's~~the registrant’s annual report on Form ~~8-K~~10K filed on ~~September 26, 2018.~~May 14, 2020.
24

~~10.8~~
10.3 ~~Form of Lock-Up~~Equity Pledge Agreement, dated December 20, 2019, by and ~~between American Lorain Corporation~~among Lucky Sky Petrochemical and ~~Shenzhen Jiamingrui New Agriculture~~Xianning Bozhuang Tea Products Co., ~~Ltd.~~Ltd.. Incorporated by reference to Exhibit ~~10.2~~10.23 to ~~registrant's~~the registrant’s annual report on Form ~~8-K~~10K filed on ~~September 26, 2018.~~May 14, 2020.
~~10.9~~
10.4
Consultation and Service Agreement, dated September 27, 2018, by and between Shanghai Xunyang Interment Technology Co., Ltd. and Taishan Muren Farming Co., Ltd. *
~~10.10~~
Business Cooperation Agreement, dated September 27, 2018, by and between Shanghai Xunyang Interment Technology Co., Ltd. and Taishan Muren Farming Co., Ltd. *
~~10.11~~
Equity Pledge Agreement, dated September 27, 2018, by and among Shanghai Xunyang Interment Technology Co., Ltd., Shenzhen Jiamingrui Xinnong Co., Ltd. and Taishan Muren Farming Co., Ltd. *
~~10.12~~
Equity Option Agreement, dated ~~September 27, 2018,~~December 20, 2019, by and among ~~Shanghai Xunyang Interment Technology Co., Ltd., Shenzhen Jiamingrui Xinnong Co., Ltd.~~Lucky Sky Petrochemcial, Bin Zhou, Wuyuan Zuo, Gongwei Lu and Taishan Muren Farming Co., Ltd. *Xianning Bozhuang. Incorporated by reference to Exhibit 10.24 to the registrant’s annual report on Form 10K filed on May 14, 2020.
~~10.13~~
10.5
Voting Rights Proxy and Financial Supporting Agreement, dated ~~September 27, 2018,~~December 20, 2019, by and among ~~Shenzhen Jiamingrui Xinnong Co., Ltd., Shanghai Xunyang Interment Technology Co., Ltd.~~Lucky Skey Petrochemical, Bin Zhou, Wuyuan Zuo, Gongwei Lu and Taishan Muren Farming Co., Ltd. *Xianning Bozhuang. Incorporated by reference to Exhibit 10.25 to the registrant’s annual report on Form 10K filed on May 14, 2020.

~~10.14~~
10.6
Share Exchange Agreement, dated as of June 5, 2020, by and among Planet Green Holdings Corp., Fast Approach Inc. and sellers named therein. Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on June 10, 2020.
10.7 Lock-Up Agreement, dated as of June 5, 2020, by and among Planet Green Holdings Corp. and the persons named therein. Incorporated by reference to Exhibit. 10.2 to the registrant’s current report on Form 8-K filed on June 10, 2020.
10.8 Non-Competition and Non-Solicitation Agreement, dated as of June 5, , 2020, by and among ~~American Lorain Corporation, Taishan Muren Agriculture Co. Ltd.~~Planet Green Holdings Corp., ~~Shenzhen Jiamingrui New Agriculture Co., Ltd.,~~Fast Approach Inc. and the persons named therein. Incorporated by reference to Exhibit 10.3 to ~~registrant's~~the registrant’s current report on Form 8-K filed on ~~September 26, 2018.~~June 10, 2020.
~~14.1~~
10.9
Securities Purchase Agreement, dated as of February 10, 2020, by and among Planet Green Holdings Corp. and the purchasers named therein. Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on February 11, 2020.
10.10 Employment Agreement, dated as of October 25, 2019, by and between Planet Green Holdings Corp. and Bin Zhou. Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on October 30, 2019.

Exhibit No. Description
14.1 Business Ethics Policy and Code of Conduct, adopted on April 30, 2007. Incorporated by reference to Exhibit 14 to the ~~registrant's~~registrant’s current report on Form 8-K filed on May 9, 2007.
~~21.1~~
21.1*
List of subsidiaries of the registrant *
~~31.1~~
31.1*
Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
~~31.2~~
31.2*
Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
~~32.1~~
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~~
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 **
~~101.INS~~
101.INS*
XBRL Instance Document*
Document
~~101.SCH~~
101.SCH*
XBRL Taxonomy Extension Schema*
Schema
~~101.CAL~~
101.CAL*
XBRL Taxonomy Calculation Linkbase*
Linkbase

~~101.LAB~~
101.LAB* XBRL Taxonomy Label Linkbase*
Linkbase
~~101.PRE~~
101.PRE*
XBRL Definition Linkbase Document*
Document
~~101.DEF~~
101.DEF*
XBRL Definition Linkbase Document*
Document

*
Filed herewith
**
**
Furnished herewith
†
~~Management contract, compensatory plan or arrangement.~~
ITEM 16. FORM 10-K SUMMARY
Not applicable.
25

SIGNATURES
~~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: ~~April 15, 2019~~
March 31, 2021
By:
/s/ ~~Hongxiang Yu~~
Bin Zhou

~~Hongxiang Yu,~~
Bin Zhou, Chief Executive Officer ~~President~~ and Chairman
(Principal Executive Officer)
By: /s/ Lili Hu
~~By:~~ ~~/s/ Yu Li~~
~~Yu Li,~~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~~
Title
Date

/s/ Bin Zhou Chief Executive Officer ~~President~~
and Chairman
March 31, 2021

Bin Zhou
~~and Chairman~~

~~/s/ Hongxiang Yu~~
(Principal Executive Officer)
~~April 15, 2019~~
~~Hongxiang Yu~~

/s/ Lili Hu

Chief Financial Officer
and Director
March 31, 2021

Lili Hu
(Principal Financial Officer and

~~/s/ Yu Li~~
Principal Accounting Officer)
~~April 15, 2019~~
~~Yu Li~~

/s/ Chao Chen
Director March 31, 2021
~~/s/ Yimin Jin~~
Chao Chen
~~Chief Strategy Officer and Director~~
~~April 15, 2019~~
~~Yimin Jin~~

/s/ King Fai Leung
Director March 31, 2021
~~/s/ Yuguo Zhang~~
King Fai Leung
~~Director~~
~~April 15, 2019~~
~~Yuguo Zhang~~

/s/ Yang Cao
Director March 31, 2021
~~/s/ Yilei Shao~~
Yang Cao
~~Director~~
~~April 15, 2019~~
~~Yilei Shao~~

~~/s/ Guangming Fang~~
~~Director~~
~~April 15, 2019~~
~~Guangming Fang~~

26

~~ITEM 1. Financial Statements~~
PLANET GREEN HOLDINGS CORP.
~~(FORMERLY KNOWN AS AMERICAN LORAIN CORPORATION)~~
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, ~~2018~~2020 AND ~~2017~~2019
(Stated in US Dollars)

CONTENTS PAGES
Report of Independent Registered Public Accounting Firm F-2

Audited Consolidated Balance Sheets ~~F- 3~~ F-3

Audited Consolidated Statements of Operations and Comprehensive Loss F-4

Audited Consolidated Statements of Cash Flows ~~F-5~~ F-6

Notes to Consolidated Financial Statements ~~F-6~~ F-7 to ~~F-20~~F-23
F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: The Board of Directors and Stockholders of
Planet Green Holdings Corp.
~~(f/k/a American Lorain Corporation)~~
~~Report of Independent Registered Public Accounting Firm~~
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Planet Green Holdings Corp. ~~(formerly known as American Lorain Corporation)~~and its subsidiaries (the Company) as of December 31, ~~2018~~2020 and ~~2017,~~2019, and the related consolidated statements of operations and comprehensive ~~loss, stockholders’ equity/(deficit),~~income, changes in shareholders’ equity, and cash flows for ~~each of the years in~~ the two-year period ended December 31, ~~2018,~~2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2018~~2020 and ~~2017,~~2019, and the results of its operations and its cash flows for ~~each of the years in~~ the two-year period ended December 31, ~~2018,~~2020, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 audit to obtain reasonable assurance about whether the 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 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters
The critical audit matter communicated below is matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Evaluation of the carrying value of goodwill in the Canadian reporting unit
As discussed in Note 2 to the consolidated financial statements, 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 discount rate applied to projected cash flows is important elements used by the Company in determining the fair value of the reporting unit and the amount of goodwill impairment losses. In the last quarter of 2020, the Company performed an annual goodwill impairment test in response to the decline in current market conditions as a result of the COVID-19 pandemic. The goodwill was determined to be impaired, and impairment losses of $2.34 million was recorded.
We identified the evaluation of the discount rate applied to projected cash flows used in the assessment of the carrying value of goodwill for the reporting unit, for which such assumptions are used by the Company in the determination of goodwill impairment losses, as a critical audit matter. Specifically, the evaluation of these assumptions required the application of subjective auditor judgment because changes to these assumptions may have a substantial impact on the determination of fair value of the reporting unit. We gathered data and evidence to performed sensitivity analyses to determine the significance of the assumptions used to determine the fair value of the reporting unit, which required a higher degree of auditor judgment.
Addressing the matter involved evaluating the Company’s assessment of the value of the reporting unit under the discounted cash flow method. We gathered data and evidence, performed independent analysis, and exercised professional judgment during our evaluation process.
/s/ WWC, P.C.
WWC, P.C.
Certified Public Accountants
~~San Mateo, California~~
~~April 15, 2019~~
We have served as the Company’s auditor since ~~2007.~~2007
~~F-2~~
San Mateo, California
March 31, 2021

PLANET GREEN HOLDINGS CORP.
~~(F/K/A AMERICAN LORAIN CORPORATION)~~
NOTES TO AUDITED CONSOLIDATED ~~BALANCE SHEETS~~FINANCIAL STATEMENTS
~~AS OF~~FOR THE YEARS ENDED DECEMBER 31, ~~2018~~2020 AND ~~2017~~2019
(Stated in USU.S. Dollars)

2018

2017

Assets

Current assets

Cash and cash equivalents
$
1,062,643

$
85,493

Trade receivables, net

6,528,072

729,919

Inventories

-

10,593,403

Advances and prepayments to suppliers

7,381,785

3,129,435

Other receivables and other current assets

16,316

1,612,682

Related party receivable

2,208

-

Discontinued operations - current assets held for sale

-

790,550

Total current assets
$
14,991,024

$
16,941,482

Non-current assets

Investments

-

-

Plant and equipment, net

1,371,518

36,663,290

Intangible assets, net

-

13,167,870

Construction in progress, net

846,441

819,301

Deposits

1,477

Discontinued operations - long term assets held for sale

-

896,099

Total Assets
$
17,210,460

$
68,488,042

Liabilities and Stockholders' Equity

Current liabilities

Short-term bank loans
$
-

$
23,773,780

Long-term debt - current portion

-

30,511,656

Capital lease - current portion

-

1,074,829

Accounts payable

579,228

4,150,604

Taxes payable

155,135

355,142

Accrued liabilities and other payables

496,799

9,317,038

Customers deposits

3,499

485,295

Related party payable

78,656

-

Discontinued operations - liabilities

8,607,813

9,610,994

Total current liabilities
$
9,921,130

$
79,279,338

Stockholders' Equity/(Deficiency)

Preferred Stock, $0.001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2018 and 2017, respectively
$
-

$
-

Common Stock, $0.001 par value, 200,000,000 shares authorized; 5,497,765 and 1,530,980 shares issued and outstanding as of December 31, 2018 and 2017, respectively

5,498

1,531

Additional paid-in capital

74,739,031

57,888,993

Statutory reserves

2,810,953

25,103,354

Accumulated deficit

(79,038,883
)

(99,628,547
)
Accumulated other comprehensive income

9,792,283

13,588,726

Non-controlling interests

(1,019,552
)

(7,745,353
)
Total Stockholders' Equity/(Deficiency)
$
7,289,330

$
(10,791,296
)
Total Liabilities and Stockholders' Equity
$
17,210,460

$
68,488,042

2020 2019
Assets
Current assets
Cash and cash equivalents $ 3,415,751 $ 7,272,510
Trade receivables, net 835,384 66,673
Inventories 2,251,628 1,939,025
Advances and prepayments to suppliers 5,922,562 1,558,922
Other receivables and other current assets 1,091,815 270,421
Related party receivable - -
Discontinued operations - current assets - 7,050,047
Total current assets $ 13,517,140 $ 18,157,598

Non-current assets
Property, plant and equipment, net 4,596,637 4,152,708
Intangible assets, net 1,516,467 1,533,927
Construction in progress, net - -
Goodwill 2,340,111 -
Discontinued operations – non-current assets - 2,053,865
Total non-current assets 8,453,215 7,740,500

Total Assets $ 21,970,355 $ 25,898,098

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable $ 1,302,850 $ 765,427
Taxes payable 198,683 106,315
Accrued liabilities and other payables 1,848,598 1,485,365
Customers deposits 241,893 52,722
Related party payables 19,850 2,003,390
Deferred income 15,682 -
Discontinued operations - current liabilities - 376,645
Total current liabilities $ 3,627,556 $ 4,789,864

Non-current liabilities
Long-term payables 31,364 -
Discontinued operations – non-current liabilities - 373,728
Total non-current liabilities $ 31,364 $ 373,728

Total Liabilities $ 3,658,919 $ 5,163,592

Stockholders’ Equity
Preferred Stock, $0.001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2020 and 2019, respectively - -
Common Stock, $0.001 par value, 200,000,000 shares authorized; 11,809,930 and 7,877,765 shares issued and outstanding as of December 31, 2020 and 2019, respectively 11,810 7,878
Additional paid-in capital 95,659,360 85,803,421
Accumulated deficit (84,331,897 ) (73,280,734 )
Accumulated other comprehensive income 6,972,163 8,203,941
Total Stockholders’ Equity $ 18,311,436 $ 20,734,506
Total Liabilities and Stockholders’ Equity $ 21,970,355 $ 25,898,098
See Accompanying Notes to the Financial Statements
~~F-3~~

PLANET GREEN HOLDINGS CORP.
~~(F/K/A AMERICAN LORAIN CORPORATION)~~
AUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, ~~2018~~2020 AND ~~2017~~2019
(Stated in US Dollars)

2018 2017

Net revenues $ 6,828,887 $ 5,109,998
Cost of revenues 6,524,228 5,464,979
Gross profit 304,659 (354,981 )

Operating expenses:

Selling and marketing expenses 14,409 431,921
General and administrative expenses 874,675 40,566,439
Total operating expenses 889,084 40,998,360

Operating (loss) income (584,425) (41,353,341)

Other income (expenses):

Interest income 369 -
Interest expense (13) (4,076,495)
Other income 11,877 739,725
Other expenses (227) (2,500,799)
Gain on acquisition 423,338 -

435,344 (5,837,569)

Loss before taxes from continuing operations (149,081) (47,190,910)

Income tax expense 164,384 161,192

Loss from continuing operations (313,465) (47,352,102)

Discontinued operations:

Loss from discontinued operations (24,049,343) (30,953,252)
Gain on disposal, net of taxes 41,194,029 -
Income/(loss) from discontinued operations, net of taxes 17,144,686 (30,953,252)

Net income (loss) $16,831,221 $ (78,305,354)

Net income available (loss attributable) to:

- Common shareholders 20,589,664 (63,232,092)
- Non-controlling interests (3,758,443) (15,073,262)

Other comprehensive income:

Foreign currency translation gain (loss) (3,796,445) 1,417,720
Comprehensive income (loss)      $ 13,034,776 $ (76,887,634)

Income/(loss) per share from continuing operations
- Basic and diluted $ (0.11) (30.93)

Income (loss) per share from discontinued operations

- Basic and diluted $ 7.02 $ (20.22)

Income (loss) per share available to common shareholders
- Basic and diluted $ 6.91 $ (41.30)

Basic and diluted weighted average shares outstanding 2,978,233 1,530,980
2020 2019
Net revenues $ 3,638,801 $ 1,106,482
Cost of revenues 2,369,736 464,402
Gross profit 1,269,065 642,080

Operating expenses: - -
Selling and marketing expenses 160,109 40,069
General and administrative expenses 3,896,489 904,913
Total operating expenses 4,056,598 944,982

Operating loss (2,787,533 ) (302,902 )

Other income (expenses):
Interest income(expenses), net. (23,407 ) (9,725 )
Other income(expenses), net. 27,318 68,376
Impairment of goodwill (2,339,829 ) -
Write off receivables from disposal of former subsidiaries (6,078,623 ) 8,783,848
Total other (expenses) income (8,414,541 ) 8,842,499

Loss before taxes (11,202,074 ) 8,539,597

Income tax expense - -

Income (loss) from continuing operations (11,202,074 ) 8,539,597

Discontinued Operations:
Income (loss) from discontinued operations 150,911 (5,592,401 )

Net income (loss) from discontinuing operations 150,911 (5,592,401 )

Net (loss) income (11,051,163 ) 2,947,196

Other comprehensive income:
Foreign currency translation adjustment (1,231,778 ) (1,588,342 )
Comprehensive (loss) income (12,282,941 ) $ 1,358,854

(Loss) income per share from continuing operations - Basic and diluted (1.11 ) 1.24

Income (loss) per share from discontinued operations-Basic and diluted 0.01 (0.81 )

(Loss) income per share - Basic and diluted (1.09 ) 0.43

Basic and diluted weighted average shares outstanding 10,112,648 6,897,710
See Accompanying Notes to the Financial Statements
~~F-4~~

~~American~~ ~~Lorain~~~~Corporation~~PLANET GREEN HOLDINGS CORP.
ConsolidatedStatements ofStockholders’~~Equity/(Deficiency)~~ Equity
For the years endedDecember 31, ~~2018~~2020 and ~~2017~~2019

Accumulated

Number

Additional

Other

Non-

of

Common

Paid-in

Statutory

Accumulated

Comprehensive

Controlling

Shares

Stock

Capital

Reserves

Deficit

Income

Interests

Total

Balance, January 1, 2017

1,530,980

1,531

57,888,993

25,103,354

(36,396,455
)

12,171,006

7,327,909

66,096,338

Net loss

-

-

-

-

(78,305,354
)

-

-

(78,305,354
)
Allocation to non-controlling interests

-

-

-

-

15,073,262

-

(15,073,262
)

-

Foreign currency translation adjustment

-

-

-

-

-

1,417,720

-

1,417,720

Balance, December 31, 2017

1,530,980

1,531

57,888,993

25,103,354

(99,628,547
)

13,588,726

(7,745,353
)

(10,791,296
)

Balance, January 1, 2018

1,530,980

1,531

57,888,993

25,103,354

(99,628,547
)

13,588,726

(7,745,353
)

(10,791,296
)
Rounding from reverse split

1,843

2

-

-

-

-

-

2

Net income

-

-

-

-

16,831,221

-

-

16,831,221

Issuance of common stock for cash

3,564,942

3,565

15,450,438

-

-

-

-

15,454,003

Issuance of common stock for acquisition of subsidiary

400,000

400

1,399,600

-

-

-

-

1,400,000

Disposition of subsidiaries

-

-

-

(22,292,401
)

-

-

7,745,353

(14,547,048
)
Reorganization

-

-

-

-

-

-

2,738,891

2,738,891

Allocation to non-controlling interests

-

-

-

-

3,758,443

-

(3,758,443
)

-

Foreign currency translation adjustment

-

-

-

-

-

(3,796,443
)

-

(3,796,443
)
Balance, December 31, 2018

5,497,765

5,498

74,739,031

2,810,953

(79,038,883
)

9,792,283

(1,019,552
)

7,289,330

Accumulated
Additional Other Non-
Number Common Paid-in Statutory Accumulated Comprehensive Controlling
of Shares Stock Capital Reserves Deficit Income Interests Total
Balance, January 1, 2019 5,497,765 $ 5,498 $ 74,739,031 $ 2,810,953 $ (79,038,883 ) $ 9,792,283 $ (1,019,552 ) $ 7,289,330
Net income - - - - 2,947,196 - - 2,947,196
Issuance of shares for acquisition 1,080,000 1,080 4,783,212 - - - - 4,784,292
Issuance of common stock for cash 1,300,000 1,300 5,458,700 - - - - 5,460,000
Disposition - - - (2,810,953 ) 2,810,953 - 1,019,552 1,019,552
Acquiring corporation - - 822,478 - - - - 822,478
Foreign currency translation adjustment - - - - - (1,588,342 ) - (1,588,342 )
Balance, December 31, 2019 7,877,765 7,878 85,803,421 - (73,280,734 ) 8,203,941 - 20,734,506

Balance, January 1, 2020 7,877,765 $ 7,878 $ 85,803,421 $ - $ (73,280,734 ) $ 8,203,941 $ - $ 20,734,506
Net income - - - - (11,051,163 ) - - (11,051,163 )
Issuance of shares for acquisition 1,800,000 1,800 4,588,200 - - - - 4,590,000
Issuance of common stock for cash 1,350,000 1,350 3,508,650 - - - - 3,510,000
Issuance of common stock for employee stock compensation
782,165 782 1,759,089 - - - - 1,759,871
Foreign currency translation adjustment - - - - - (1,231,778 ) - (1,231,778 )
Balance, December 31, 2020 11,809,930 $ 11,810 $ 95,659,360 $ - $ (84,331,897 ) $ 6,972,163 $ - $ 18,311,436
See Accompanying Notes to the Financial Statements
~~F-5~~

~~PLANET GREEN HOLDINGS CORP.~~
~~(F/K/A AMERICAN LORAIN CORPORATION)~~
AUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, ~~2018~~2020 AND ~~2017~~2019
(STATED IN US DOLLARS)

2018

2017

Cash flows from operating activities

Net income/(loss)
$
16,831,221

$
(47,352,102
)
Adjustments to reconcile net income to net cash sourced (used) in operating activities:

Gain on disposal

(41,145,631
)

-

Write down of assets in discontinued operations

24,049,343

-

Gain on acquisition

(423,338
)

-

Write-off of fixed assets

-

16,567,001

Depreciation and amortization expense

793,191

2,110,403

Decrease in accounts and other receivables

(6,416,399
)

421,806

Decrease /(increase) in inventories

21,548

2,009,657

Decrease/(increase) in advance and prepayments to suppliers

(7,657,937
)

28,286,858

Increase/(decrease) in accounts and other payables

(287,048
)

(2,403,764
)
Increase in deferred tax asset

81,769

-

Net cash provided by (used in) operating activities

(14,153,281
)

(360,141
)

Cash flows from investing activities

Decrease/(increase) in restricted cash

-

1,020,002

Purchase of short-term investments

-

-

Purchase of plant and equipment

(490,694
)

(314,187
)
Payment for deposits

(1,534
)

44,957

Net cash (used in) provided by investing activities
$
(492,228
)
$
750,772

Cash flows from financing activities

Proceeds from issuance of common stock

15,454,005

-

Proceeds from bank borrowings

-

30,242

Repayment of bank borrowings

-

(784,093
)
Proceeds from related party receivables

32,977

-

Net cash provided by financing activities
$
15,486,982

$
(753,851
)

Net decrease in cash and cash equivalents

841,473

(363,220
)

Effect of foreign currency translation on cash and cash equivalents

131,958

22,659

Cash and cash equivalents-beginning of year

89,212

426,054

Cash and cash equivalents-end of year
$
1,062,643

$
85,493

Supplementary cash flow information:

Interest received
$
369

$
-

Interest paid
$
-

$
1,160,864

Income taxes paid
$
198

$
563,453

2020 2019
Cash flows from operating activities
Net (Loss) income $ (11,051,163 ) $ 8,539,597
Gain from disposal of investment and subsidiaries - (8,783,848 )
Write off receivables 6,078,623 -
Exchange loss 1,830,579 -
Impairment of goodwill 2,339,829 -
Stock base compensation 1,759,871 -
Bad debt expenses 43,694 -
Amortization 173,825 13,319
Depreciation 275,228 200,727
Accounts and other receivables (1,526,888 ) 58,127
Inventory (295,975 ) (434,411 )
Prepayments and other current assets (4,065,395 ) (1,486,828 )
Payables and other current liabilities 938,670 (3,525,853 )

Net cash used in operating activities $ (3,499,103 ) $ (5,419,170 )

Cash flows from investing activities
Purchase of plant and equipment and construction in progress (695,544 ) (578,595 )
Purchase of intangible assets (157,293 ) 62,274
Net cash used in investing activities $ (852,837 ) $ (516,321 )

Cash flows from financing activities
Proceeds from issuance of common stock 3,016,204 12,319,834
Repayment of borrowings - (1,108,584 )
(Repayment to) proceeds from related party (2,777,808 ) 1,991,296
Net cash provided by financing activities $ 238,396 $ 13,202,546

Net (decrease) increase in cash (4,113,544 ) 7,267,055

Effect of foreign currency translation on cash 256,785 (11,432 )

Cash and cash equivalents–beginning of year 7,272,510 16,887

Cash and cash equivalents–end of year $ 3,415,751 $ 7,272,510

Supplementary cash flow information:
Interest received $ - $ 186
Interest paid $ 23,407 $ 9,911
Income taxes paid $ - $ -
See Accompanying Notes to the Financial Statements

~~F-6~~
PLANET GREEN HOLDINGS CORP.
~~(F/K/A AMERICAN LORAIN CORPORATION)~~
NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, ~~2018~~2020 AND ~~2017~~2019
(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.
2.
Planet Green Holdings Corp. formerly known as American Lorain Corporation (the “Company” or “PLAG”) is registered as a corporation in the state of Nevada. The Company conducts its primary business activities through its subsidiaries located in the People’s Republic of China, including its new acquired operating subsidiary Taishan Muren Agriculture Co. Ltd. The subsidiaries grow herbs and spices, sell sauces and other products developed from these herbs and spices, and offer a variety of food and beverage products, including packaged sauce, tea and brown rice syrup, to consumers and foodservice businesses. The Company also offered convenience food products, which were discontinued in December 2018.
2.
Summary of Significant Accounting Policies
~~Method of accounting~~
Management has prepared the accompanying financial statements and these notes in accordance to generally accepted accounting principles in the United States of America; the Company maintains its general ledger and journals with the accrual method accounting.
~~Principles of consolidation~~
~~The accompanying consolidated financial statements include the assets, liabilities, and results of operations of the Company, and its subsidiaries, which are listed below:~~

Place of Attributable equity Registered
Name of Company incorporation interest % capital
Planet Green Holdings Corporation British Virgin Islands 100 $                     10,000
JianShi Technology Holding Limited Hong Kong 100 1,277
Shanghai Xunyang Internet Technology Co. Ltd. PRC 100 669,919
Beijing Lorain Co., Ltd. PRC VIE 1,540,666
Luotian Lorain Co., Ltd. PRC VIE 3,797,774
Shandong Greenpia Foodstuff Co., Ltd. PRC VIE 2,303,063
Taishan Muren Agriculture Co. Ltd. PRC VIE 1,913,049
Lorain Foodstuff (Shenzhen) Co., Ltd. PRC VIE 500,000
Method of accounting
Management has prepared the accompanying financial statements and these notes in accordance 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
The accompanying consolidated financial statements reflect the activities of Planet Green Holdings Corp. and each of the following entities:
Place of Attributable equity Registered
Name of Company incorporation interest % capital
Planet Green Holdings Corporation British Virgin Islands 100 $ 10,000
Lucky Sky Planet Green Holdings Co., Limited (H.K.) 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 -
Lorain Food Stuff (Shenzhen) Co., Ltd (terminated the VIE) PRC VIE 1,913,049
Taishan Muren Agriculture Co. Ltd. (terminated the VIE) PRC VIE 80,000
Xianning Bozhuang Tea Products Co., Ltd. PRC VIE 6,277,922
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~~noncontrolling interests.
On May 18, 2018, the Company incorporated Planet Green Holdings Corporation, ~~(“Planet Green BVI”),~~ a limited company incorporated in the British Virgin Islands. On September 28, 2018, Planet Green BVI acquired JianShi Technology Holding Limited, a limited company ~~incorporated~~inc orporated in Hong Kong on February 21, 2012, and Shanghai Xunyang Internet Tech Co., Ltd., a wholly-owned foreign entity incorporated in Shanghai, PRC, on August 29, ~~2012.~~2012 (“Shanghai Xunyang”).
On August 12, 2019, through Lucky Sky Holdings Corporations (H.K.) Limited, formerly known as JianShi Technology Holding Limited, Company established Lucky Sky Petrochemical Technology (Xianning) Co., Ltd., a wholly foreign-owned enterprise incorporated in Xianning City, Hubei Province, China.
On December 20, 2019, The ~~formation~~Lucky Sky Holdings Corporations (H.K.) Limited sold 100% of equity interest in Shanghai Xunyang.
On May 29, 2020, the Planet Green Holdings Corporation (BVI) incorporated Lucky Sky Planet Green Holdings Co., Limited, a limited company incorporated in Hong Kong.
On June 5, 2020, the Planet Green Holdings Corporation (BVI) acquired all of the outstanding equity interests of Fast Approach Inc. It was incorporated under Canada’s laws and ~~acquisition~~the business of ~~these companies was~~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 ~~implement the Company’s restructuring plans.~~Lucky Sky Planet Green Holdings Co., Limited (H.K.).
On September ~~28, 2018,~~15, 2020, Lucky Sky Petrochemical terminated the ~~Company was restructured by disposing~~VIE agreements with Shenzhen Lorain and Taishan Muren
On August 10, 2020, Planet Green Holdings Corporation(BVI) transferred its 100% equity interest in ~~International Lorain and~~Lucky Sky Holdings Corporations (H.K.) Limited to Rui Tang.
On December 9, 2020, Lucky Sky Petrochemical Technology (Xianning) Co., Ltd. changed its ~~subsidiaries~~name to ~~the former Chairman, Mr. Si Chen, and re-acquiring certain equity interest in certain~~Jiayi Technologies (Xianning) Co., Ltd.
Consolidation of ~~these subsidiaries,; namely, Shandong Greenpia, Beijing Lorain, and Luotian Lorain, indirectly~~Variable Interest Entity
On September 27, 2018, through ~~Planet Green BVI. Please refer to Form 8-K filed on October 2, 2018. The~~Shanghai Xunyang, the Company entered into exclusive ~~arrangements~~VIE agreements with Beijing Lorain, Luotian Lorain, Shandong Greenpia, ~~Luotian Lorain,~~ Taishan Muren, and Shenzhen Lorain and ~~its~~their shareholders that give the Company the ability to substantially influence its daily operations and financial affairs. The Company entered into exclusive arrangements with Beijing Lorain; however, the Company does not have significant influence over Beijing Lorain and Beijing Lorain is accounted for as equity method investment.
In December 2018, the Company's management determined that it would discontinue the operations of Shandong Greenpia and Luotian Lorain. Accordingly, the Company has recorded full impairment related to the value of those ~~assets.~~
In December 2018, the Company was no longer able to exercise significant influence over Beijing Lorain, and management did not believe that the Company would be able recover the value of its investment; accordingly, the Company recognized full impairment of its investment in Beijing Lorain.
~~Consolidation of Variable Interest Entity~~
VIEs are entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-making ability. Any VIE with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. Management makes ongoing reassessments of whether the Company is the primary beneficiary.
On December 14, 2017, the Company formed Shenzhen Lorain as a limited company under the laws of the PRC. Through Shandong Greenpia, the Company entered into exclusive VIE agreements with Lorain Food (Shenzhen) Co., Ltd. (“Shenzhen Lorain”) and its shareholders that give the Company the ability to substantially influence Shenzhen Lorain’scompanies’ daily operations and financial affairs and appoint its senior executives. The Company is considered the primary beneficiary of Shenzhen Lorain and it consolidates its accounts as a VIE. On September 27, 2018, the agreements were terminated due to the Company’s restructuring and Shenzhen Lorain was no longer a variable interest entity under Shandong Greenpia.
On September 27, 2018, through Shanghai Xunyang Internet Technology Co. Ltd., the Company entered into exclusive arrangements with Beijing Lorain Co., Ltd., Luotian Lorain Co., Ltd., Shandong Greenpia Foodstuff Co., Ltd., Taishan Muren Agriculture Co. Ltd., and Lorain Foodstuff (Shenzhen) Co., Ltd. and its shareholders that give the Company the ability to substantially influence Shenzhen Lorain’s daily operations and financial affairs and appoint itstheir senior executives. The Company is considered the primary beneficiary of these operating companies.
On May 14, 2019, through Shanghai Xunyang, the Company entered into a series of VIE agreements with Xianning Bozhuang and its equity holders to obtain control and became the primary beneficiary of Xianning Bozhuang. The Company consolidated Xianning Bozhuang’s accounts as its VIE.
On December 20, 2019, we sold 100% of equity interest in Shanghai Xunyang and terminated its VIE agreements with Xianning Bozhuang, Shenzhen Lorain and Taishan Muren.
On December 20, 2019, through Lucky Sky Petrochemical, the Company entered into exclusive VIE agreements (“VIE Agreements”) with Taishan Muren, Xianning Bozhuang and Shenzhen Lorain, 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 ~~its~~their accounts as ~~a VIE.~~VIEs.

As of December 31, ~~2018,~~2020, the following entities were de-consolidated from the structure as a result of the sale agreement executed on September ~~28, 2018:~~
Place of Attributable equity Registered
Name of Company incorporation interest % capital
International Lorain Holding Inc. Cayman Islands 100.0 $ 46,659,135
Junan Hongrun Foodstuff Co., Ltd. PRC 100.0 44,861,741
Shandong Lorain Co., Ltd. PRC 80.2 12,123,985
Dongguan Lorain Co., Ltd. PRC 100.0 149,939
~~Discontinued operations~~15, 2020:
~~In 2017, the Company discontinued the operations in Shandong Lorain Co. Ltd. and Dongguan Lorain Co., Ltd.~~
Name Place of incorporation Ownership
Taishan Muren Agriculture Co., Ltd. PRC VIE of Jiayi Technologies (Xianning) Co., Ltd
Lorain Food Stuff (Shenzhen) Co., Ltd PRC VIE of Jiayi Technologies (Xianning) Co., Ltd
As a result of sale agreement, the ~~financial results~~accumulated deficit of ~~these two subsidiaries~~Taishan Muren Agriculture Co., Ltd. and Lorain Food Stuff (Shenzhen) Co., Ltd with total amount of $6,479,978 are ~~presented as discontinued operations.~~
written off, and it also had a net loss of $12,407,690 due to the waiver of receivables. In ~~the first quarter of 2018, the Company’s board of directors resolved to discontinue the operations of Junan Hongrun Foodstuff Co. Ltd.~~
~~As of September 30, 2018,~~addition, the Company ~~disposed International Lorain Holding Inc. and its subsidiaries: Junan Hongrun Foodstuff Co., Ltd., Shandong Lorain Co., Ltd., Dongguan Lorain Co., Ltd. as~~also recognized a ~~result~~long-term investment loss with total amount of $2,153,111. The net effect is a loss on disposal of VIEs with the total amount of $5,927,712.
Discontinued operations
See financial note 16.
Each of the ~~sale agreement.~~VIE Agreements is described in detail below:
In
Consultation and Service Agreement
Under the ~~fourth quarter~~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 ~~2018,~~this Consultation and Service Agreement. The number of service fees and payment terms can be amended by the ~~Company’s board~~WFOE and operating companies’ consultation and implementation. The duration of ~~directors resolved~~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 ~~discontinue~~ the ~~operations~~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 ~~Beijing Lorain Co, Ltd., Luotian Lorain Co., Ltd.,~~this Business Cooperation Agreement. The rate of service fees may be adjusted based on the services rendered by WFOE in that month and ~~Shandong Greenpia Foodstuff Co., Ltd.~~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. Besides, shareholders of the operating entities are in the process of registering the equity pledge with the competent local authority.
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.
Use of estimates
The ~~preparation of the~~ financial ~~statements~~statements’ preparation requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 makes these estimates using the best information available atwhen the ~~time the estimates~~calculations are made; however, actual results could differ materially from those 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.
Investment securities
The Company classifies securities it holds for investment purposes into trading or available-for-sale. Trading securities are bought and held principally for the purpose of selling them in the near term. All ~~securities~~deposits not included in trading securities are classified as available-for-sale.

Trading and available-for-sale securities are recorded at fair value. Unrealized holding gains and losses on trading securities are included in the net income. Unrealized holding gains and losses, net of the related tax effect, on available for sale securities are excluded from net ~~income and~~income. They are reported as a separate component of other comprehensive income until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a ~~specific-identification~~specific identification basis.
A decline in the market value of any available-for-sale security below cost that is deemed to be other-than-temporary results in a reduction in carrying amount to fair value. The impairment is charged as an expense to the statement of income and comprehensive income, and a new cost basis for the security is established. To determine whether the impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and ~~considers~~believes whether evidence indicating the cost of the ~~investment~~asset is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the impairment, changes in value ~~subsequent to year end,~~after year-end, and forecasted performance of the investee.
Premiums and discounts are amortized or accreted over the life of the related available-for-sale security as an adjustment to yield using the effective-interest method. Dividend and interest income are recognized when earned.
Trade receivables
Trade 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 collection of the ~~full~~total amount is no longer probable. Bad debts are written off as incurred.
Inventories
Inventories consist of raw materials and finished goods, ~~which are~~ stated at the lower of cost or market value. Finished goods are comprised of direct materials, direct labor, inbound shipping costs, and allocated overhead. The Company applies the weighted average cost method to its inventory.
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.
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
Landscaping, plant, and tree 30 years
Machinery and equipment 1-10 years
Motor vehicles 10 5-10 years
Office equipment 5 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 are included in the Company’s results of operations. The costs of maintenance and repairs are recognized ~~to expenses~~ 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 ~~costs~~fees of ~~acquisition~~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.
~~Land use rights~~
~~Land use rights are carried at cost and amortized on a straight-line basis over a specified period. Amortization is provided using the straight-line method over 40-50 years.~~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 incurred; accordingly, a charge to the Company’s operations results ~~of operations~~ 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.In 2020, the Company recorded approximately $2.34 million in impairment to its Canadian operating units Fast Approach. Fast Approach’s main business is operated in China in which were materially adversely impacted by the COVID 19 virus.
Accounting for the 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 ~~be the result of becoming~~become obsolete from a ~~change~~difference in the industry, introduction of new technologies, or if the Company has inadequate working capital to utilize the long-lived assets to generate ~~the~~ 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 ~~at the~~ lower of the carrying amount or fair value ~~less~~fewer costs to ~~sell.~~selling.
Statutory reserves
Statutory reserves are referring to the amount appropriated from the net income ~~in accordance with~~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 that is 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, and its~~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.
12/31/2018 12/31/2017
Period/year end RMB: US$ exchange rate 6.8764 6.5067
Period/annual average RMB: US$ exchange rate 6.5137 6.6133
12/31/2020 12/31/2019
Period-end US$: CDN$ exchange rate 1.2754 1.2988
Period-end US$: RMB exchange rate 6.5326 6.9762
Period average US$: CDN$ exchange rate 1.3409 1.3269
Period average US$: RMB exchange rate 6.8996 6.8967
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 ~~recognizes~~adopted ASC 606 “Revenue Recognition” and recognized revenue when ~~persuasive evidence of arrangement exists, the price has been fixed or is determinable, the delivery has been completed and no other significant obligations~~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 ~~exists,~~derives its revenues from selling fresh foods, spices, convenience foods, and ~~collectability~~tea products. The Company applies the following five steps to determine the appropriate amount of ~~payment is reasonably assured. Payments received prior~~revenue to ~~all~~be recognized as it fulfills its obligations under each of ~~the foregoing criteria are recorded as customer deposits. Recorded revenue is derived from the value of goods invoiced less value-added tax (VAT).~~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~~government-sponsored defined contribution plans are charged to ~~the~~ either ~~expenses~~expense as incurred or allocated to inventory as part of overhead.
Stock-based compensation
The Company records stock compensation expense for employees at fair value on the grant date and recognizes the expense one time because there is no employee’s requisite service period requirement. On December 30, 2020, 782,165 shares of common stocks are granted to six employees of the Company for stock compensation. The closing stock price on December 30, 2020 is $2.25 per share. Total amount of $1,759,871 are recorded as stock compensation expenses.
Income taxes
The Company accounts for income tax using an asset and liability approach and ~~allows for recognition of~~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~~assets. If it is more likely than not, these items will either expire before the Company ~~is able to~~can realize their benefits or that future realization is uncertain.
Comprehensive income
The Company uses ~~FASB~~Financial Accounting Standards Board (“FASB”) ASC Topic 220, “Reporting Comprehensive ~~Income”.~~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”) ~~in accordance with~~following ASC Topic 260, “Earnings per ~~share”.~~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~~per-share basis from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive ~~effects~~impacts of potentially convertible securities are calculated using the as-if method; the potentially dilutive effect of options or ~~warrants~~warranties are ~~calculated~~computed using the treasury stock method. Securities that are potentially an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from ~~the calculation of~~ diluted ~~EPS.~~EPS calculation.

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 ~~disclosure of~~disclosing the fair value of financial instruments held by the Company. 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 each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period ~~of time~~ 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 ~~inputs~~information that are observable for the asset or liability, either directly or indirectly, for substantially the financial instrument’s full ~~term of the financial instrument.~~
term.
•●
Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.
Commitments and contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
Recent accounting pronouncements
In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this Update affect any entity required to apply the provisions of Topic 220, Income Statement – Reporting Comprehensive Income and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income required by GAAP. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not however been made available for issuance. The amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company does not believe the adoption of this ASU would affect the Company’s financial statements.
In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820), – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which makes several changes meant to add, modify or remove specific disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. The amendments in this Update modify the disclosure requirements on fair value measurements based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The modifications are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption, permitted. The Company does not believe the adoption of this ASU would have a material effect on the Company’s condensed financial statements.
The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s balance sheets, statements of income and comprehensive income and statements of cash flows.
3.
~~The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.~~
~~Commitments and contingencies~~
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
~~Recent accounting pronouncements~~
In January 2017, the FASB issued guidance which simplifies the accounting for goodwill impairment. The updated guidance eliminates Step 2 of the impairment test, which requires entities to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value, determined in Step 1. The Company is currently evaluating the impact on the financial statements of this guidance.
In January 2017, the FASB amended the existing accounting standards for business combinations. The amendments clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses.
~~The Company has evaluated the timing and the impact of the aforesaid guidance on the financial statements.~~
3.
Restricted Cash
Restricted cash represents interest bearing deposits placed with banks to secure banking facilities in the form of loans and notes payable. The funds are restricted from immediate use and are designated for settlement of loans or notes when they become due.
Restricted cash represents interest-bearing deposits placed with banks to secure banking facilities in the form of loans and notes payable. The funds are restricted from immediate use and are designated for settlement of loans or notes when they become due.

4.
~~Trade Receivables~~
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; international customers are typically extended 90 days credit.
Variable interest entity (“VIE”)

12/31/2018 12/31/2017
Trade accounts receivable $ 6,528,072 $ 1,534,856
Less:Allowance for doubtful accounts - (804,937 )
$ 6,528,072 $ 729,919

Allowance for doubtful accounts:
Beginning balance $ (804,937 ) $ (695,547 )
Reclassified to discontinued operations 804,937 -
Additions to allowance - 109,390
Bad debt written-off - -
Ending balance $ - $ (804,937 )

5.
~~Inventories~~
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 that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. PLAG WOFE is deemed to have the controlling financial interest and be the primary beneficiary of Xianning Bozhuang Tea Products Co., Ltd because it has both of the following characteristics:
~~Inventories consisted of the following as of December 31, 2018 and 2017.~~

12/31/2018 12/31/2017
Raw materials $ - $ 2,846,507
Finished goods - 7,746,896
$ - $ 10,593,403

6.
~~Investment~~
As of December 31, 2018, the Company has provided provision to impairment of the investment of 30% of equity interest in Beijing Lorain as a result of management’s determination that there will be no economic return or benefit from such investment. The amount impaired was approximately $975,164.
7.
~~Plant and Equipment~~
~~Property, plant, and equipment consisted of the following as of December 31, 2018 and 2017:~~

12/31/2018 12/31/2017
At Cost:
Buildings $ 1,116,941 $ 47,004,352
Machinery and equipment 31,066 6,096,099
Office equipment - 433,451
Motor vehicles - 162,330
Biological assets 2,078,012 -
$ 3,226,018 $ 53,696,232

Less: Accumulated depreciation (1,854,500 ) (17,032,942 )

$ 1,371,518 $ 36,663,290

~~Depreciation expense for~~1)
The power to direct activities at Xianning Bozhuang Tea Products Co., Ltd that most significantly impact such entity’s economic performance, and
2) The obligation to absorb losses of, and the ~~years ended December 31, 2018 and 2017 was $59,821 and $1,850,685, respectively.~~
right to receive benefits from Xianning Bozhuang Tea Products Co., Ltd that could potentially be significant to such entity.
Pursuant to the Contractual Arrangements, Xianning Bozhuang Tea Products Co., Ltd pays service fees equal to all of its net income to PLAG WFOE. At the same time, PLAG WFOE is obligated to absorb all of Xianning Bozhuang Tea Products Co., Ltd’s losses. The Contractual Arrangements are designed so that Xianning Bozhuang Tea Products Co., Ltd operate for the benefit of PLAG WFOE and ultimately, the Company. Accordingly, the accounts of Xianning Bozhuang Tea Products Co., Ltd are consolidated in the accompanying consolidated financial statements. In addition, its 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 are as follows:
12/31/2020 12/31/2019
Cash and cash equivalents $ 528,048 $ 5,269,076
Note and Accounts receivable, net 835,384 66,673
Other receivables - third party 7,726,607 270,421
Inventories, net 2,251,628 1,939,025
Prepayments 1,215,089 1,558,922
TOTAL CURRENT ASSETS 12,556,756 9,104,117

Plan and equipment, net 4,592,615 4,152,708
Intangible assets, net 1,491,614 1,533,927
Total Non-Current Assets 6,084,229 5,686,635
TOTAL ASSETS $ 18,640,985 $ 14,790,752
　　
Accounts payable $ 1,017,373 $ 486,241
Accounts payable - related party - -
Advance from customer 213,469 52,722
Other payables and accrued liabilities 8,951,117 8,963,091
Other payables - related party 2,716,537 -
Taxes payable 171,231 106,315
Deferred income - -
TOTAL CURRENT LIABILITIES 13,069,728 9,608,369

Long term payable - -
TOTAL LIABILITIES $ 13,069,728 $ 9,608,369

Paid-in capital 6,314,908 6,314,908
Retained earnings (793,601 ) (834,993 )
Accumulated other comprehensive income 49,950 (297,532 )
Total Equity 5,571,257 5,182,383
　　
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 18,640,985 $ 14,790,752

The summarized operating results of the VIE’s are as follows:
　 12/31/2020 12/31/2019
Operating revenues $ 3,804,595 $ 1,106,482
Gross profit 　1,336,228 　706,292
Income from operations 41,392 (244,194 )
Net income (loss) $ 41,392 $ (244,194 )
8.5.
~~Intangible Assets~~
Business Combination

On June 5, 2020, the Company and its wholly owned subsidiary the Planet Green Holdings Corporation (BVI) acquired all of the outstanding equity interests of Fast Approach Inc. It was incorporated under Canada’s laws and the business of operation of a demand-side platform targeting the Chinese education market in North America.
The Company’s acquisition of Fast Approach Inc. was accounted for as a business combination in accordance with ASC 805. The Company has allocated the purchase price of Fast Approach Inc. based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. 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, plant and equipment, and intangible assets identified as of the acquisition date and considered a number of factors including valuations from independent appraisers. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expense.
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 Fast Approach Inc.:
~~12/31/2018~~ ~~12/31/2017~~
~~At Cost:~~
~~Land use rights~~ - ~~15,366,444~~
~~Utilities rights~~ - -
$ -Total consideration at fair value $ ~~15,366,444~~
~~Less~~~~: Accumulated amortization~~ - ~~(2,198,574~~ )
$ - $ ~~13,167,870~~

~~All land is owned by the government in China. Land use rights represent the Company’s purchase of usage rights for a parcel of land for a specified duration of time, typically 50 years.~~
~~As of December 31, 2018, the Company did not have any land use rights. Amortization expense for the years ended December 31, 2018 and 2017 was $0 and $259,718, respectively.~~

9.
~~Bank Loans~~
~~Bank loans include bank overdrafts, short-term bank loans, and current portion of long-term loan, which consisted of the following as of December 31, 2018 and 2017:~~

~~Short-term Bank Loans~~ ~~12/31/2018~~ ~~12/31/2017~~
~~Loan from Industrial and Commercial Bank of China,~~
~~• Interest rate at 6.955% per annum; due 4/20/2016~~ - ~~3,838,005~~
~~• Interest rate at 4.30% per annum; due 4/30/2017~~ - ~~1,152,658~~
~~• Interest rate at 4.30% per annum; due 5/30//2017~~ - ~~1,211,059~~
~~• Interest rate at 4.30% per annum; due 6/29/2017~~ - ~~1,152,658~~
~~• Interest rate at 4.30% per annum; due 8/2/2017~~ - ~~1,014,339~~
~~Loan from China Minsheng Bank Corporation, Linyi Branch~~
~~•Interest rate at 5.98% per annum due 9/22/2016~~ - ~~1,535,340~~
~~Loan from Agricultural Bank of China, Luotian Branch~~
~~• Interest rate at 5.65% per annum due 4/22/2017~~ - ~~1,536,877~~
~~Luotian Sanliqiao Credit Union,~~
~~• Interest rate at 9.72% per annum due 1/14/2017~~ - ~~1,536,877~~
~~• Interest rate at 9.72% per annum due 2/4/2017~~ - ~~461,063~~
~~• Interest rate at 9.72% per annum due 9/7/2017~~ - ~~92,213~~
~~Bank of Ningbo,~~
~~• Interest rate at 7.80% per annum due 10/27/2016~~ - ~~1,229,502~~
~~Hankou Bank, Guanggu Branch,~~
~~• Interest rate at 6.85% per annum due 10/24/2016~~ - ~~1,391,820~~
~~Postal Savings Bank of China,~~
~~• Interest rate at 9.72% per annum due 7/27/2016~~ - ~~399,588~~
~~China Construction Bank,~~
~~• Interest rate at 6.18% per annum due 11/29/2016~~ - ~~768,439~~
~~Huaxia Bank,~~
~~• Interest rate at 5.66% per annum due 5/19/2017~~ - ~~1,536,877~~
~~City of Linyi Commercial Bank, Junan Branch,~~
~~• Interest rate at 8.4% per annum due 2/16/2016~~ - ~~1,535,334~~
~~• Interest rate at 8.4% per annum due 11/24/2016~~ - ~~3,073,756~~
~~Hubei Jincai Credit and Financial Services Co. Ltd.~~
~~• Interest rate at 9.00% per annum due 1/12/2017~~ - ~~307,375~~
$ - $ ~~23,773,780~~4,679,940
Fair Value
Cash $ 3,936
Other current assets 2,260
Plant and equipment 1,037
Other noncurrent assets 43,777
Total asset 51,010
Total liabilities (140,950 )
Net asset acquired $ (89,940 )
As of the date of the acquisition, the net asset acquired negative $89,940 is less than total consideration at fair value $4,679,940. The ~~short-term loans,~~difference of $4,679,940 will be added to the goodwill and additional paid in capital.
6. Trade Receivables
The Company extends credit terms of 15 to 60 days to the majority of its domestic customers, which are denominated in Renminbi, were primarily obtained for general working capital. If not otherwise specifically indicated above, short-term bank loans are guaranteed either by other companies within the group, or by personnel in senior management positions within the group. Asinclude third-party distributors, supermarkets, and wholesalers
12/31/2020 12/31/2019
Trade accounts receivable $ 881,533 $ 66,673
Less: Allowance for doubtful accounts (46,149 ) -
$ 835,384 $ 66,673

Allowance for doubtful accounts:
Beginning balance $ - $ -
Additions to allowance (46,149 ) -
Bad debt written-off - -
Ending balance $ (46,149 ) $ -
7. Advances to suppliers
The advances to suppliers balance of $5,922,562 and $1,558,922 as of December 31, ~~2018, all short-term loans have been in default~~2020 and ~~have not been repaid. The Company~~December 31, 2019, respectively, mainly represents the advanced payment to the suppliers for raw materials.

8. Inventories
Inventories consisted of the following as of December 31, 2020, and 2019.
12/31/2020 12/31/2019
Raw materials $ 240,468 $ 640,990
Inventory of supplies 13,873 12,489
Work in progress 1,991,749 1,071,363
Finished goods 5,538 214,183
Total $ 2,251,628 $ 1,939,025
9. Plant and Equipment
Plant, and equipment consisted of the following as of December 31, 2020, and 2019:
12/31/2020 12/31/2019
At Cost:
Buildings $ 3,952,207 $ 3,616,207
Machinery and equipment 1,103,152 785,487
Office equipment 82,670 42,772
Motor vehicles 161,590 120,534
$ 5,299,619 $ 4,565,000

Less: Accumulated depreciation (702,982 ) (412,292 )

$ 4,596,637 $ 4,152,708
Depreciation expense for the years ended December 31, 2020, and 2019 was $290,690 and $193,399 respectively.
10. Intangible Assets
12/31/2020 12/31/2019
At Cost:
Land use rights 801,170 750,224
Software licenses 56,949 2,552
Trademark 955,974 895,187
$ 1,814,093 $ 1,647,963

Less: Accumulated amortization (297,626 ) (114,036 )
$ 1,516,467 $ 1,533,927
Land use rights: the land use rights of a parcel of industrial land of 31,585 square meters was obtained on April 15, 2019 with a consideration of $750,224, located at Xianning City, Hubei Province, China with the land use right until June 12, 2068.
Trademark: a tea brand trademark was obtained on March 28, 2014 with a consideration of $895,187, registered with the China National Intellectual Property Administration, registration number is ~~in negotiations to renew these loans or modify~~16964992A.
Amortization expense for the ~~repayment terms~~years ended December 31, 2020 and principal amount due. The short-term loans, which are denominated in Renminbi, were primarily obtained for general working capital. If not otherwise specifically indicated above, short-term bank loans are guaranteed either by other companies within the group, or by personnel in senior management positions within the group.2019 was $183,590 and $10,127, respectively.
11. Related Parties Transaction
As of December 31, ~~2018, as a result of~~2020 and 2019, the ~~disposal of International Lorain Holding Inc.~~outstanding balance due to related parties is $19,850 and its subsidiaries: Junan Hongrun Foodstuff Co., Ltd., Shandong Lorain Co., Ltd., Dongguan Lorain Co., Ltd., the Company is no longer liable for all bank loans as they have been transferred to Mr. Si Chen, the former chairman.$2,003,390, respectively.

~~10.~~
~~Current Portion – Long Term Debt~~
~~Current portions of notes payable, debentures, and long-term debt consisted of the following as of December 31, 2018 and 2017:~~

~~12/31/2018~~ ~~12/31/2017~~
~~Debenture issued by 5 private placement holders underwritten by~~~~Guoyuan Securities Co., Ltd.~~
~~• Interest rate at 10% per annum due 8/28/2016~~ $ - $ ~~9,517,882~~
~~Debenture issued by 2 private placement holders underwritten by Daiwa~~~~SSC Securities Co. Ltd.~~
~~• Interest rate at 9.5% per annum due 11/8/2015~~ - ~~15,368,774~~
~~Loans from Deutsche Investitions-und Entwicklungsgesellschaft mbH~~~~(“DEG”)~~
~~• Interest rate at 5.510% per annum due 3/15/2015~~ - ~~1,875,000~~
~~• Interest rate at 5.510% per annum due 9/15/2015~~ - ~~1,875,000~~
~~• Interest rate at 5.510% per annum due 3/15/2016~~ - ~~1,875,000~~
$ - $ ~~30,511,656~~
~~The Company began repaying principal and interest on the loan with DEG in semi-annual installments on December 15, 2012.~~ As of December 31, ~~2018~~2020 and ~~2017,~~2019, the outstanding balance of $19,850 and $Nil, respectively. The balance as of December 31, 2020 due to Yong Yang, an executive of a subsidiary, was advances for working capital of the Company, ~~had not repaid any principal nor interest.~~non-interest bearing, and unsecured, unless further disclosed.
As of December 31, 2020 and 2019, the outstanding balance was $Nil and $2,003,390 due to Mr. Bin Zhou, Chief Executive Officer and Chairman of the Company, respectively, is advances for working capital of the Company which are fully paid off as of December 31, 2020.

12. Equity
On May 9, 2019, the Company and its wholly owned subsidiary Shanghai Xunyang Internet Technology Co., Ltd. (“Subsidiary”) entered into a Share Exchange Agreement with Xianning Bozhuang Tea Products Co., Ltd. (“Target”) and each of the shareholders of Target (collectively, “Sellers”). Such transaction closed on May 14, 2019. Pursuant to the Share Exchange Agreement, the Subsidiary acquired all outstanding equity interests of Target, a company that produces tea products and sells such products in China. Pursuant to the Share Exchange Agreement, the Company 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 the Target to the Subsidiary.
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 ~~loan~~transaction closed on June 19, 2019.
On February 10, 2020, the Company entered into a securities purchase agreement with Mengru Xu and Zhichao Du, pursuant to which Ms. Xu and Mr. Du agreed to invest an aggregate of $3.51 million in the Company in exchange for an aggregate of 1,350,000 shares of common stock, representing a purchase price of approximately $2.60 per share. On February 28, 2020, the Company closed the transaction.
On June 5, 2020, the Company issued an aggregate of 1,800,000 shares of its common stock to acquire all the outstanding equity interest of Fast Approach Inc., a corporation incorporated under the laws of Canada and in the business of operating a demand side platform targeting the Chinese education market in North America.
On December 30, 2020, the Company issued a total of 782,165 ordinary shares to six employees of the Company. Total fair value of these ordinary shares was ~~collateralized with~~approximately $1.75 million and the ~~following terms:~~compensation expenses are to be recognized in the fiscal year 2020 because there is no employee’s requisite service period requirement.
As of December 31, 2020, there were 11,809,930 shares of common stock outstanding.
~~(a.)~~13.
~~A first ranking mortgage in the amount of about USD $12,000,000 on the Company’s land and building in favor of DEG.~~
~~(b.)~~
A share pledge, by Mr. Si Chen (a major shareholder, and Chairman and CEO of the Company) as the sponsor of the loan, to secure approximately USD $12,000,000 of the loan. The Company defaulted on its loan with DEG; accordingly, on December 7, 2016, DEG exercised its rights to foreclose on 10,794,066 shares pledged by Mr. Si Chen. The loan remains outstanding.
~~(c.)~~
The total amount of the first ranking mortgage as indicated in the Loan Agreement (Article 12(1)(a)) and the value of the pledged shares by Mr. Si Chen (Loan Agreement (Article 12(1)(a))) should be at least USD 24,000,000 in aggregate.
~~(d.)~~
~~A personal guarantee by Mr. Si Chen in form and substance satisfactory to DEG.~~Income Taxes
The Company’s primary operations are located in Canada and the PRC. The corporate income tax rate was 13% in Canada and 25% in the PRC as of December 31, 2020.
The following tables provide the reconciliation of the differences between the statutory and effective tax expenses following as of December 31, 2020 and 2019.
12/31/2020 12/31/2019
Loss attributed to PRC continuing operations $ (34,348 ) $ (5,836,652 )
Loss attributed to Canada operations (417,271 ) -
Income attributed to BVI 9,779,542 8,783,848
Loss attributed to U.S. operations (20,529,997 ) -
(Loss) income before tax $ (11,202,074 ) $ 2,947,196

PRC Statutory Tax at 25% - -
Canada Statutory Tax at 13% - -
U.S. Federal Statutory Income Tax at 21% - -
Effect of tax exemption granted -
Income tax $ - $ -

Per Share Effect of Tax Exemption - -

Effect of tax exemption granted $ - $ -
Weighted-Average Shares Outstanding Basic 10,112,648 6,897,710
Per share effect $ - $ -

As of December 31, 2018, as a result of the disposal of International Lorain Holding Inc. and its subsidiaries: Junan Hongrun Foodstuff Co., Ltd., Shandong Lorain Co., Ltd., Dongguan Lorain Co., Ltd., the Company is no longer liable for all bank loans as they have been transferred to Mr. Si Chen, the former chairman.
~~11.~~
~~Equity~~
On December 28, 2017, the Company entered into a securities purchase agreement, pursuant to which Yi Li and Beili Zhu, each an individual residing in the People’s Republic of China, agreed to invest an aggregate of $1.275 million in the Company in exchange for an aggregate of 300,000 shares of the Company’s common stock, representing a pre-reverse stock split purchase price of $0.17 per share. The transaction closed on January 23, 2018.
On April 14, 2018, the Company entered into a securities purchase agreement, pursuant to which Zongqi Shi, Aidi Zhang, Qiong Chen, Yi Li, Beili Zhu, Yanbo Wang, Jinhui Chen and Guoyang Zeng, each an individual residing in the People’s Republic of China, agreed to invest an aggregate of $1.629 million in the Company in exchange for an aggregate of 362,000 shares of the Company’s common stock, representing a pre-reverse stock split purchase price of $0.18 per share. The transaction closed on August 10, 2018.
On April 24, 2018, the Company entered into a securities purchase agreement, pursuant to which Xiupin Cai, an individual residing in the People’s Republic of China, agreed to invest an aggregate of $1,800,000 million in the Company in exchange for an aggregate of 400,000 shares of the Company’s common stock, representing a pre-reverse stock split purchase price of $0.18 per share. The transaction closed on August 10, 2018.

On July 12, 2018, the Company entered into a securities purchase agreement, pursuant to which Yunpeng Zhang and Zhongquan Sun, individuals residing in the People’s Republic of China, agreed to invest an aggregate of $750,000 in the Company in exchange for an aggregate of 150,000 shares of the Company’s common stock, par value $0.001 per share, representing a pre-reverse stock split purchase price of $0.20 per share. The transaction closed on August 2, 2018.
On September 25, 2018, the Company and Shanghai Xunyang Internet Technology Co., Ltd., a subsidiary of the Company, entered into a Share Exchange Agreement with Taishan Muren Agriculture Co. Ltd., a limited liability company registered in China, and Shenzhen Jiamingrui New Agriculture Co., Ltd., a limited liability company registered in China, the sole shareholder of the Taishan Muren Agriculture Co. Ltd., pursuant to which, among other things and subject to the terms and conditions contained therein, the Subsidiary agreed to effect an acquisition of Taishan Muren Agriculture Co. Ltd. by acquiring from Shenzhen Jiamingrui New Agriculture Co., Ltd. all outstanding equity interests of Taishan Muren Agriculture Co. Ltd.
Pursuant to the Share Exchange Agreement, in exchange for the transfer of all of the outstanding shares of Taishan Muren Agriculture Co. Ltd, the Company agreed to issue 400,000 shares, a post-reverse stock split amount, of the Company’s common stock to Shenzhen Jiamingrui New Agriculture Co., Ltd. The share issuance was accounted for as of September 30, 2018 although the shares for subsequently issued on October 1, 2018.
On September 28, 2018, the Company filed a Certificate of Amendment with the Secretary of State of the State of Nevada to effect a reverse stock split of its common stock at a ratio of twenty-five-for-one (25-for-1). The financing transactions listed above are presented as of the reverse stock split had already taken place.
On August 8, 2018, the Company entered into an amended and restated securities purchase agreement with Yimin Jin, the Company’s chief strategy officer and director, and Hongxiang Yu, the Company’s chairman (collectively, the “Purchasers”), pursuant to which the Purchasers agreed to invest an aggregate of $10 million in the Company in exchange for an aggregate of 14,705,883 shares, a post-reverse stock split amount, of the Company’s common stock, representing a purchase price of $0.17 per share. The transaction closed on October 19, 2018.
~~As of December 31, 2018, there were 5,497,765 shares of common stock outstanding.~~
~~For the years ended December 31, 2018 and 2017, the Company did not issued shares as stock compensation to employees.~~
~~12.~~
~~Income Taxes~~
~~All of the Company’s continuing operations are located in the PRC. The corporate income tax rate in the PRC is 25%.~~
~~The following tables provide the reconciliation of the differences between the statutory and effective tax expenses following as of December 31, 2018 and 2017:~~

12/31/2018

12/31/2017

Loss attributed to PRC continuing operations
$
(492,419
)
$
(46,791,320
)

Income attributed to BVI

423,338

-

Loss attributed to U.S. operations

(80,000
)

(399,590
)

Loss before tax
$
(149,081
)
$
(47,190,910
)

PRC Statutory Tax at 25% Rate

(123,105)

(11,697,830)

Non-deductible GAAP expenses in the PRC

287,489

11,859,022

Income tax
$
164,384

$
161,192

Per Share Effect of Tax Exemption
12/31/2018 12/31/2017
Effect of tax exemption granted $ - $ -
Weighted-Average Shares Outstanding Basic 2,978,233 1,530,980
Per share effect $ - $ -
The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate was as follows as of December 31, ~~2018~~2020 and ~~2017:~~2019:
12/31/2018 12/31/2017
U.S. federal statutory income tax rate 21.00% 35%
Higher (lower) rates in PRC, net 4.00% -10%
Non-recognized deferred tax benefits in the PRC -25.00% -25.21%
The Company’s effective tax rate 0.00% -0.21%
~~F-14~~

12/31/2020 12/31/2019
U.S. federal statutory income tax rate 21 % 21 %
Higher (lower) rates in PRC, net 4 % 4 %
Expenses not deductible to taxable income (25 )% (25 )%
The Company’s effective tax rate 0 % 0 %
Deferred tax assets
Bad debt allowances must be approved by the Chinese tax authority prior to being deducted as an expense item on the tax return. Therefore, deferred tax assets are not likely realized.
~~13.~~14.
Earnings/(Loss) Per Share
~~Components of basic and diluted earnings per share were as follows:~~

For the years ended

December 31,

2018

2017

Basic and diluted (loss) earnings per share numerator:

Loss from continuing operations attributable to common stockholders
$
(313,465)

$
(47,352,102
)

Income/(loss) from discontinued operations available to (attributable to) common stockholders
$
20,903,129

$
(30,953,252
)

Income/(loss) available to (attributable to) common stockholders
$
20,589,664

$
(63,232,092
)

Basic and diluted (loss) earnings per share denominator:

Original Shares:

1,530,980

1,530,980

Additions from Actual Events -Issuance of Common Stock

3,964,942

-

Basic Weighted Average Shares Outstanding

2,978,233

1,530,980

Loss per share from continuing operations - Basic and diluted
$
(0.11
)
$
(30.93
)

Income/(loss) per share from discontinued operations - Basic and diluted
$
7.02

$
(20.22
)

Income/(loss) per share - Basic and diluted
$
6.91

$
(41.30
)

Weighted Average Shares Outstanding - Basic and diluted

2,978,233

1,530,980

~~F-15~~
~~Planet Green Holdings Corporation~~
~~(f/k/a American Lorain Corporation)~~
~~Notes to Financial Statements~~
Components of basic and diluted earnings per share were as follows:
For the years ended
December 31,
2020 2019
(Loss) income from continuing operations $ (11,202,074 ) $ 8,539,597
Income (loss) from discontinued operations $ 150,911 $ (5,592,401 )

Basic and diluted (loss) earnings per share denominator:
Original Shares: 7,877,765 5,497,765
Additions from Actual Events -issuance of common stock for cash 1,202,055 701,644
Additions from Actual Events – issuance of common stock for acquisition 1,030,685 698,301
Additions from Actual Events – issuance of common stock for stock compensation 2,143 -
Basic Weighted Average Shares Outstanding 10,112,648 6,897,710

(Loss) income per share from continuing operations - Basic and diluted $ (1.11 ) $ 1.24
Income (loss) per share from discontinued operations-Basic and diluted $ 0.01 $ (0.81 )
(Loss) income per share - Basic and diluted $ (1.09 ) $ 0.43
~~14.~~15.
~~Lease Commitments~~
For the year ended December 31, 2017, Taishan Muren Agriculture Co. Ltd. entered into four operating lease agreements leasing two plots of land where biological assets are grown, two offices, and farming facilities. For the year ended December 31, 2018, Taishan Muren Agriculture Co. Ltd. entered into three operating lease agreements leasing three additional plots of land where biological assets are grown.
~~The leases entered and expires as follows:~~
Concentrations

~~Lease~~ ~~Date Commenced~~ ~~Date of expiration~~
~~Lease #1~~ ~~March 1, 2016~~ ~~February 28, 2031~~
~~Lease #2~~ ~~March 1, 2016~~ ~~February 28, 2031~~
~~Lease #3~~ ~~March 1, 2016~~ ~~February 28, 2031~~
~~Lease #4~~ ~~November 1, 2016~~ ~~November 1, 2019~~
~~Lease #5~~ ~~January 1, 2017~~ ~~February 28, 2031~~
~~Lease #6~~ ~~January 1, 2017~~ ~~February 28, 2031~~
~~Lease #7~~ ~~January 1, 2018~~ ~~February 28, 2031~~
Customers Concentrations
The ~~minimum future lease payments~~following table sets forth information as to each customer that accounted for ~~these properties at December 31, 2018 are as follows:~~
~~Period~~ ~~Lease Payable~~
~~Year 1~~ $ ~~220,382~~
~~Year 2~~ ~~220,222~~
~~Year 3~~ ~~220,222~~
~~Year 4~~ ~~220,222~~
~~Year 5~~ ~~220,222~~
~~Thereafter~~ ~~1,578,255~~
$ ~~2,679,524~~
~~The outstanding lease commitments for~~10% or more of the ~~leases listed above~~Company’s revenues as of December 31, ~~2018 was $2,679,524.~~2020 and 2019.
For the years ended
Customers December 31, 2020 December 31, 2019
Amount $ % Amount $ %
A 3,161,520 88 - -
B - - 283,822 27
C - - 210,716 20
D - - 207,273 20
E - - 277,302 25

Suppliers Concentrations
The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchase as of December 31, 2020 and December 31, 2019.
For the periods ended
Suppliers December 31, 2020 December 31, 2019
Amount $ % Amount $ %
A 307,817 50 - -
B 225,577 37 - -
C - - 196,899 36
D - - 79,878 15

~~15.~~
16.
~~Other Expenses~~
Discontinued Operations
~~Other expenses consisted of the following:~~

12/31/2018

12/31/2017

Other expense:

Impairment of property and equipment
$
-

$
2,229,451

Other

227

271,348

$
227

$
2,500,799

~~16.~~
~~Discontinued Operations~~
As of December 31, ~~2018,~~2020, the Company has reclassified the results of operations and the financial position of ~~Luotian~~Taishan Muren and Shenzhen Lorain ~~and Shandong Greenpia~~ as discontinued operations. Selected details regarding those discontinued operations are provided below. As
For the years ended
December 31
Results of Operations 2020 2019
Net revenues $ 38,748 $ 3,006,595
Cost of revenues 33,111 2,515,326
Gross profit 5,637 491,269

Operating expenses:
Selling and marketing expenses - 224
General and administrative expenses 152,104 1,013,542
Total operating expenses 152,104 1,013,766

Operating loss (146,467 ) (522,497 )

Other income (expenses):
Interest income(expenses), net. (4,444 ) 169
Other income(expenses), net. - (45,039 )
Impairment for goodwill - -
Write off receivables from disposal of former subsidiaries - (5,025,034 )
Total other (expenses) income (4,444 ) (5,069,904 )

Loss before taxes (150,911 ) (5,592,401 )

Taxes - -

Net income(loss) $ (150,911 ) $ (5,592,401 )

As of December 31,
Financial Position 2020 2019
Assets
Current assets
Cash and cash equivalents $ - $ 130,813
Trade receivables, net - 1,049,538
Inventories - 7,523
Advances and prepayments to suppliers - 5,855,144
Other receivables and other current assets - 4,867
Related party receivable - 2,162
Total current assets $ - $ 7,050,047

Non-current assets
Property, plant and equipment, net - 819,992
Construction in progress, net - 834,337
Deposits - 1,454
Right-of-use assets - 398,082
Total non-current assets - 2,053,865

Total Assets $ - $ 9,103,912

Liabilities and Stockholders’ Equity
Current liabilities
Short-term bank loans $ - $ 136,044
Accounts payable - 187,093
Taxes payable - 108
Accrued liabilities and other payables - 4,300
Customers deposits - -
Related party otherpayables - 24,339
Lease payable-current portion - 24,761
Total current liabilities $ - $ 376,645

Lease payable- non-current - 373,728
Total non-current liabilities $ - $ 373,728

Total Liabilities $ - $ 750,373

Net Assets $ - $ 8,353,539
17. Segment Reporting
The Company follows ASC 280, Segment Reporting, which requires that companies disclose segment data based on how management makes decision about allocating resources to segments and evaluating their performance. The Company’s management evaluates performance and determines resource allocations based on a number of ~~December 31, 2017,~~factors, the ~~Company has reclassified the~~primary measure being income from operations.
The Company’s main business segment and operations are Xianning Bozhuang and Fast Approach. The Company’s consolidated results of operations and ~~the~~consolidated financial position ~~of Shandong Lorain, Dongguan Lorain, and the Minerve Group as discontinued operations. Selected details regarding those discontinued~~from continuing operations are ~~provided below.~~almost all attributable to Xianning Bozhuang and Fast Approach. Accordingly, management believes that the consolidated balance sheets and statement of operations provide the relevant information to assess Xianning Bozhuang and Fast Approach’s performance.

For the years ended December 31,

Results of Operations

2018

2017

Sales
$
2,072,253

$
331,050

Cost of sales

1,305,382

382,788

Gross profit

475,177

(51,738

Operating expenses

632,640

28,829,757

Other expenses

(24,232,157)

(2,071,757
)

Loss before Taxes

(24,097,926)

(30,953,252
)

Taxes

(48,583)

-

Net loss
$
(24,049,343)

$
(30,953,252
)

For the years ended December 31，

Other Income (Expenses)

2018

2017

Other income
$
-

$
608,198

Write-off of accounts receivable and other current assets

(1,266,022)

-

Write-off of inventory

(6,338,588)

-

Impairment of property and equipment and land use rights

(9,877,127)

(2,127,694
)

Other

(6,750,420)

(552,261
)

$
(24,232,157)

$
(2,071,757
)

As of December 31,

Financial Position

2018

2017

Current Assets
$
-

$
790,550

Non-Current Assets

-

896,099

Total Assets
$
-

$
1,686,649

Current Liabilities
$
8,607,813

$
9,610,994

Total Long-Term Liabilities

-

-

Total Liabilities
$
8,607,813

$
9,610,994

Net Assets
$
(8,607,813
)
$
(7,924,345

Total Liabilities & Net Assets
$
(8,607,813
)
$
1,686,649

As of December 31,

Financial Position

2018

2017

Current Assets
$
-

$
790,550

Non-Current Assets

-

896,099

Total Assets
$
-

$
1,686,649

Current Liabilities
$
8,607,813

$
9,610,994

Total Long-Term Liabilities

-

-

Total Liabilities
$
8,607,813

$
9,610,994

Net Assets
$
(8,607,813
)
$
(7,924,345

Total Liabilities & Net Assets
$
(8,607,813
)
$
1,686,649

Plant and equipment

2018

2017

At Cost:

Buildings
$
-

$
2,537,134

Machinery and equipment

-

4,721,021

Office equipment

-

-

Motor vehicles

-

300,916

$
-

$
7,559,071

Less: Accumulated depreciation

-

(7,559,071
)

$
-

$
-

Intangible assets

2018

2017

At Cost:

Land use rights

-

1,210,297

Software

-

109,664

Patent

-

1,449

$
-

$
1,321,410

Less: Accumulated amortization

-

(425,311
)

$
-

$
896,099

The following represents assets by division as of:
Total assets as of
December 31,
2020

December 31,
2019

Fast Approach and Shanghai Xunyang $ 572,509 $ -
Xianning Bozhuang 11,968,553 14,790,752
Jiayi Technologies (Xianning) Co., Ltd. 6,563,580 2,003,135
Planet Green Holdings Corporation (BVI) - -
Planet Green Holdings Corporation 853,486 100
Lucky Sky Planet Green Holdings Co., Limited (H.K.). 2,012,228 2,012,228
Total Assets $ 21,970,355 $ 19,331,066

~~17.~~18.
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 minimal risk borne from credit extended to customers.

B.
Interest risk
��

The ~~company~~Company is subject to interest rate risk when short term loans become due and require refinancing.
C. Economic and political risks

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.

The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

D.
Environmental risks

The Company has procured environmental licenses required by the PRC government. The Company has both a water treatment facility for water used in its production process and secure transportation to remove waste off site. In the event of an accident, the Company has purchased insurance to cover potential damage to employees, equipment, and local environment.

E.
Inflation Risk

Management monitors changes in prices levels. Historically inflation has not materially impacted the ~~company’s~~Company’s financial statements; however, significant increases in the price of raw materials and labor that cannot be passed to the Company’s customers could adversely impact the Company’s results of operations.

19.
~~18.~~ Subsequent Events
~~On April 10, 2019, the~~ ~~Company's executive officers determined to~~ ~~dispose the discontinued~~ ~~subsidiaries,~~ ~~Luotian Green~~ ~~Foodstuff Co.,~~ ~~Ltd. and~~ ~~Shandong Greenpia Foodstuff Co.,~~ ~~Ltd. for the interests of the Company and its stockholders.~~
~~F-18~~
Acquisition of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd
In January 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 Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd and its equity holders to obtain control and become the primary beneficiary of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. The Company consolidated Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd’s accounts as its VIE. According to the VIE agreements, the Company 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. The significant terms of these VIE agreements are summarized in “Note 2 - Summary of Significant Accounting Policies” above.
The Company’s acquisition of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd was accounted for as a business combination following ASC 805. The Company has allocated the purchase price of Jingshan Sanhe 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 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 expense.
Acquisition of Jilin Chuangyuan Chemical Co., Ltd
In March 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 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 sets forth the unaudited pro forma condensed combined balance sheet for the purpose of providing a brief description of the respective identifiable assets and liabilities of the two companies and the impact on the overall statement of PLAG assuming that the merger date was on December 31, 2020.

Planet Green Holdings Corp.
Unaudited Pro Forma Condensed Combined Balance Sheet
AS OF DECEMBER 31, 2020
(Stated in US Dollars)
PLAG JSSH JLCY Adjustments Combined
ASSETS
Cash $ 3,415,751 $ 21,973 $ 95,237 $ - $ 3,532,961
Accounts receivable 835,384 - 868,874 - 1,704,258
Advances and prepayments to suppliers 5,922,562 298,381 388,349 - 6,609,292
Other receivables and other current assets 1,091,815 282878 123,969 - 1,498,663
Due from related parties - - 212,594 - 212,594
Inventory 2,251,628 400,012 581,569 - 3,233,209

Total Current Assets 13,517,140 1,003,245 2,270,593 - 16,790,977

Property, plant and equipment, net. 4,596,637 4,021,195 11,109,220 - 19,727,053
Intangible assets, net 1,516,467 12,893 2,149,910 - 3,679,269
Right-of-use assets - 976,605 - - 976,605
Other assets and goodwill 2,340,111 - - 4,220,888 6,560,999
Deferred Tax Asset - 728,743 415,154 - 1,143,897

Total Non-Current Assets 8,453,215 5,739,436 13,674,284 4,220,888 32,087,823

Total Assets $ 21,970,355 $ 6,742,680 $ 15,944,877 $ 4,220,888 $ 48,878,800

LIABILITIES, MINORITY INTEREST & STOCKHOLDERS’ EQUITY

Liabilities

Short term loans $ - $ 459,235 $ 3,826,934 $ - $ 4,286,169
Accounts payable 1,302,850 153,439 575,495 - 2,031,784
Customer advances and deposits 241,893 6,904 291,655 - 540,452
Other payable 1,848,598 1,071,967 2,722,428 - 5,642,993
Due to related parties 19,850 - 765,387 - 785,237
Taxes payable 198,683 - 1,073 - 199,756
Deferred tax liabilities 15,682 - 73,477 - 89,159
Lease payables - 406,410 - - 406,410

Total Current Liabilities 3,627,556 2,097,954 8,256,449 - 13,981,959

Long term debt 31,364 - - - 31,364
Long term payable - - 1,162,355 - 1,162,355
Lease payables-non current - 425,715 - - 425,715
Total Non-Current Liabilities 31,364 425,715 1,162,355 - 1,619,434

Total Liabilities $ 3,658,919 $ 2,523,669 $ 9,418,804 $ - $ 15,601,392

Stockholders’ Equity
Registered capital $ - $ 4,710,254 $ 9,280,493 $ (13,990,747 ) $ -
Common stock 11,810 - - 5,500 17,310
Additional paid in capital 95,659,360 - - 15,941,766 111,601,126
Statutory reserves - - - - -
Retained earnings (84,331,897 ) (281,646 ) (2,129,776 ) - (86,743,319 )
Accumulated other comprehensive income 6,972,163 (209,597 ) (624,645 ) - 6,137,921
Total stockholders’ equity 18,311,436 4,219,011 6,526,073 1,956,519 31,013,038

Non-controlling interest - - - 2,264,370 2,264,370

Total Equity $ 18,311,436 $ 4,219,011 $ 6,526,073 $ 4,220,888 $ 33,277,408

Total Liabilities & Stockholders’ Equity $ 21,970,355 $ 6,742,680 $ 15,944,877 $ 4,220,888 $ 48,878,800

Nevada		87-0430320
(State or other jurisdiction of		(I.R.S. Employer ~~Identification Number)~~
incorporation or organization)		Identification Number)

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

	• ●	~~"Shandong Lorain" refers to Shandong Green Foodstuff Co.~~“U.S. dollar”, ~~Ltd.~~
	•	~~"Shandong Greenpia" refers to Shandong Greenpia Foodstuff Co., Ltd.~~
	•	~~"Shanghai Xunyang" refers to Shanghai Xunyang Internet Technology Co., Ltd.~~
	•	~~"Shenzhen Lorain" refers to Lorain Food (Shenzhen) Co., Ltd.~~
	•	~~"RMB" refers to Renminbi, the legal currency of China.~~
	•	~~"U.S. dollar", "$"~~“$” and ~~"US$"~~“US$” refer to the legal currency of the United States.

	●	“Fast Approach” refers to Fast Approach Inc., a corporation incorporated under the laws of Canada.

	●	“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.

	●	“PLAG,” “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 VIEs.

	●	“Shenzhen Lorain” refers to Lorain Food Stuff (Shenzhen) Co., Ltd. ~~and Junan Hongrun Foodstuff Co., Ltd.~~
	•	~~"Jianshi HK" refers to Jianshi Technology Holding Limited~~
	•	~~"Luotian Lorain" refers to Luotian Green Foodstuff Co., Ltd.~~
	•	~~"PLAG" refers to Planet Green Holdings Corp. (formerly known as American Lorain Corporation)~~, a ~~Nevada corporation.~~ PRC limited liability company.

	• ●	"“Taishan ~~Muren"~~Muren” refers to Taishan Muren Agriculture Co. Ltd., a PRC limited liability ~~company registered in China.~~ company.

Facility	Year Operations Commenced	Facility Size (square meters)
Taishan Muren *	2016	9,500
Shandong Greenpia **	2010	9,179
Luotian Lorain **	2003	9,558

Facility	Year Operations Commenced		Facility Size (square meters)
Xianning Bozhuang *		2013		33,333
Jingshan Sanhe Luckysky **		2018		11,018
Jilin Chuangyuan***		2013		59,690

Facility		Production Lines	~~Product~~ ~~Portfolio~~	Product Portfolio	Capacity
~~Taishan Muren~~ Jingshan Sanhe Luckysky	~~1 sauce line and 1 drying~~	There are two production lines: the production line of ethanol fuel and the production line of fuel additive	~~Sauce~~	Alcohol based clean fuel, liquid wax, arene and ~~dried spice~~ 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
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 105,020 tons of production capacity ~~and herb drying~~
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 25120,000 tons of ~~production capacity.~~ formaldehyde, 100,000 tons of urea formaldehyde glue, 3,0000 tons of methylal and 20,000 tons of clean fuel oil

	Year Ended
	December 31,				Increase/(Decrease)		Increase/(Decrease)
(In thousands of U.S. dollars)	2018 ($)		2017 ($)		($)		(%)
Net Revenue	6,829		5,110		1,719		33.6%
Cost of Revenue	6,524		5,465		1,509		19.4%
Gross profit	305		(355	)	660		185.9%
Operating Expenses:
Selling and Marketing	14		432		(418	)	(96.8%	)
General and administrative	875		40,566		(39,691	)	(97.8%	)
(Loss)/Income from continuing operations	(149	)	(47,191	)	(47,042	)	99%
Non-operating Income (Expenses):
Government grant	-		-		-		-
Interest income	-		-		-		-
Other income	435		740		(305	)	(41.2%	)
Other expense	(.227	)	(2,501	)	(2,500	)	99%
Interest Expense	-		(4,076	)	4,076		(100.0%	)
Income Taxes	164		161		3		1.9%
(Loss)/income from continuing operations	(313	)	(47,352	)	(47,039	)	99%
Discontinued operations:
Income/(loss) from discontinued operations	(24,049	)	(30,953	)	(55,002	)	(177%	)
Provision for income taxes	-		-		-		0%
Income/(loss) from discontinued operations, net of taxes	17,144		(30,953	)	48,097		133%
Net Income(Loss)	16,831		(78,305	)	95,136		121.4%
Non-Controlling Interest	(3,758	)	(15,073	)	11,315		(75.1%	)
Net Income/(Loss) of common stockholders	20,589		(63,232	)	83,821		132.5%

							Increase /			Increase /
							Decrease			Decrease
	2020			2019			($)			(%)
Net revenues		3,638,801			1,106,482			2,532,319			229
Cost of revenues		2,369,736			464,402			1,905,334			410
Gross profit		1,269,065			642,080			626,985			98
Operating expenses:
Selling and marketing expenses		160,109			40,069			120,040			300
General and administrative expenses		3,896,489			904,913			2,991,576			331
Total operating expenses		4,056,598			944,982			3,111,616			329

Operating loss		(2,787,533	)		(302,902	)		(2,484,631	)		820

Interest income (expenses), net.		(23,407	)		(9,725	)		(13,682	)		141
Other income (expenses), net.		27,318			68,376			(41,058	)		(60	)
Impairment of goodwill		(2,339,829	)		-			(2,339,829	)		-
Write off receivables from the disposal of former subsidiaries		(6,078,623	)		8,783,848			(14,862,471	)		(169	)
Total other (expenses) income		(8,414,541	)		8,842,499			(17,257,040	)		(195	)

Loss before taxes		(11,202,074	)		(8,539,597	)		(19,741,671	)		(231	)
Discontinued Operations:
Income (loss) from continuing operations		150,911			(5,592,401	)		5,743,312			(103	)

Net income(loss)from discontinuing operations		150,911			(5,592,401	)		5,743,312			(103	)

Net income(loss)		(11,051,163	)		2,947,196			(13,998,359	)		(475	)

Cash Flows Data:	For year ended December 31,
(In thousands of U.S. dollars)	2018		2017
Net cash flows (used in)/provided by operating activities	(14,153	)	(360	)
Net cash flows used in investing activities	(492	)	751
Net cash flows (used in)/provided by financing activities	15,487		(754	)

	For the year ended December 31,
(In thousands of U.S. dollars)	2020			2019
Net cash flows used in operating activities		(3,499	)		(5,419	)
Net cash flows used in investing activities		(853	)		(516	)
Net cash flows provided by financing activities		238			13,203

Name	Age	Position	Director Since
Hongxiang Yu	38	President, Chief Executive Officer and Chairman	2016
Yimin Jin	47	Chief Strategy Officer and Director	2017
Yuguo Zhang	61	Director	2017
Yilei Shao	41	Director	2018
Guangming Fang	54	Director	2018

Name	Age	Position
Bin Zhou	30	Chairman and Chief Executive Officer
Lili Hu	41	Chief Financial Officer
Chao Chen	34	Director
King Fai Leung	48	Director
Yang Cao	28	Director

Name	Age	Position	Executive Officer Since
Hongxiang Yu	38	President, Chief Executive Officer and Chairman	2018
Yu Li	26	Chief Financial Officer	2018
Yimin Jin	47	Chief Strategy Officer and Director	2017

	-	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.

Name and Principal							Stock		Option		All Other
Position	Year		Salary		Bonus		Awards		Awards		Compensation		Total
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)
Hongxiang Yu,	2018	$
President, Chief Executive Officer and Chairman	2017	$	16,154	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-

Yu Li,	2018	$
Chief Financial Officer	2017	$	16,164	$	-0-	$	-0-	$	-0-	$	-0-	$	-0-

Yimin Jin,	2018	$
Chief Strategic Officer and Director	2017	$	16,154	$	-0-	$	-0-	$	-0-	$	-0-	$	16,154

Name and title of beneficial owner	Amount and nature of beneficial ownership		Percent of class
5% or Greater Stockholders
Xiaodong Cai ⁽¹⁾		1,320,000		6.5	%
Yongsheng Chen⁽¹⁾		1,980,000		9.8	%
Zhichao Du⁽²⁾		1,200,000		5.9	%
Xue Wang ⁽²⁾		1,320,000		6.5	%

Executive Officers, Directors and Director Nominees
Bin Zhou, Chairman, Chief Executive Officer and Director ⁽³⁾		1,622,000		8.1	%
Lili Hu, Chief Financial Officer		-		-
Chao Chen, Director		-		-
King Fai Leung, Director		-		-
Yang Cao, Director		-		-
All executive officers, directors and director nominees as a group (five individuals)		1,622,000		8.1	%

	Amount and nature	Percent
	of	of
Name and title of beneficial owner	beneficial ownership	class

5% or Greater Shareholders
DEG-Deutsche Investitions- und Entwicklungsgesellschaft mbH ⁽¹⁾	431,763	7.85%
Xiuping Cai	400,000	7.28%
Shenzhen Jiamingrui New Agriculture Co Ltd.	400,000	7.28%

Executive Officers, Directors and Director Nominees
Hongxiang Yu, President, Chief Executive Officer and Chairman⁽²⁾	1,176,471	21.4%
Yu Li, Chief Financial Officer	-	-
Yimin Jin, Chief Strategic Officer and Director⁽²⁾	1,176,471	21.4%
Yuguo Zhang, Director	-	-
Yilei Shao, Director	-	-
Guangming Fang, Director	-	-

All directors, director nominees and executive officers as a group (six individuals)	2,352,942	42.8%

⁽¹⁾	On March 9, 2021, the Company entered into a Share Exchange Agreement with Jilin Chuangyuan Chemical and Mr. Xiaodong Cai and Mr. Yongsheng Chen, shareholders of Jilin Chuangyuan Chemical Co., Ltd. Pursuant to the Share Exchange Agreement, among other things and subject to the terms and conditions contained therein, the Company agreed to effect an acquisition of the Jilin Chuangyuan by acquiring from the sellers 75% of the outstanding equity interests of the Jilin Chuanyuan in exchange of 3,300,000 common shares. On March 10, 2021, the Company closed the Acquisition.
⁽²⁾	~~Deutsche Investitions- und Entwicklungsgesellschaft mbH ("DEG") is~~On January 4, 2021, the Company entered into a ~~German limited liability company located at Kaemmergasse 22, 50676 Koeln, Germany.~~Share Exchange Agreement with Jingshan Sanhe Luckysky and Ms. Xue Wang and Mr. Zhichao Du, shareholders of Jingshan Sanhe Luckysky. Pursuant to the Share Exchange Agreement, among other things and subject to the terms and conditions contained therein, the Company agreed to effect an acquisition of the Jingshan Sanhe Luckysky by acquiring from the sellers 85% of the outstanding equity interests of the Jingshan Sanhe Luckysky in exchange of 2,200,000 common shares. On March 10, 2021, the Company closed the Acquisition. Company closed the transaction on the January 4 2021. ~~10,794,066~~
⁽³⁾	972,000 shares of common stock, ~~(without taking into account of the reverse stock split subsequently effected by the Company) that has been pledged under the Share Pledge Agreement, dated October 19, 2010 and amended~~which were acquired on ~~November 15, 2012, for the benefit of DEG in order to secure the obligations of the Company and Junan Hongrun under a Loan Agreement, dated~~ May 31, 2010, among the Company, DEG and Mr. Si Chen (the "Loan Agreement"). On September 7, 2016, DEG notified the agent under the Pledge Agreement that the Company was in default under the Loan Agreement. As of October 19, 2018, DEG entered into a Stock Purchase Agreement with Mr. Yimin Jin and agreed to sell and Mr. Jin agreed to purchase all of DEG's 10,794,066 shares of common stock of the Company in consideration for the purchase price of Eight Hundred and Sixty Thousand United States Dollars ($860,000.00) (the "Purchase Price"). Mr. Jin is obligated to pay a down payment of $86,000 within five business days and the remainder of the purchase price within three weeks of October 19, 2018, after which DEG is obligated to ship the stock certificates with stock powers to Mr. Jin for transfer. The transfer of share of common stock of the Company has not been closed as of the date of this report. It should be noted that the number of 10,794,066 shares of common stock of the Company being sold from DEG to Mr. Jin reflect the number of shares prior to the conversion of shares in accordance with the amendment to the Company's articles of incorporation dated September 28, 2018, pursuant to which every 25 shares of common stock of Planet Green Holdings Corp. that were issued and outstanding as of October 1, 2018 shall be automatically combined and converted into one share of common stock of the Company.

⁽²⁾	On August 8, 2018, the Company entered into an amended and restated securities purchase agreement with Hongxiang Yu and Yimin Jin, pursuant to which Mr. Yu and Mr. Jin agreed to invest an aggregate of $10 million in the Company14, 2019 in exchange for Bin Zhou’s 90% equity ownership in Xianning Bozhuang, pursuant to a share exchange agreement, dated as of May 9, 2019. Mr. Zhou acquired 650,000 shares from an ~~aggregate of 2,352,942 shares of common stock, representing a purchase~~existing shareholder at the price of approximately $4.25 per share (taking into account the reverse stock split subsequently effected by the Company). On October 16, 2018, the Company closed the transaction. Mr. Jin disclaims beneficial ownership of any shares held by Mr. Yu. Mr. Yu disclaims beneficial ownership of any shares held by Mr. Jin. $2.6.

Exhibit No.	~~Description~~
~~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~~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~~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~~registrant’s registration statement on Form S-3 filed on January 29, 2010.

~~10.1~~ 4.1*		Description of securities registered pursuant to Section 12 of the Securities ~~Purchase~~Exchange Act of 1934, as amended

10.1		Consultation and Service Agreement, dated December ~~28, 2017, by and among American Lorain Corporation and Yi Li and Beili Zhu. Incorporated by reference to Exhibit 10.1 to registrant's Form 8-K filed on May 21, 2018.~~

~~10.2~~	Securities Purchase Agreement, dated April 14, 2018, by and among American Lorain Corporation and the investors named therein. Incorporated by reference to Exhibit 10.2 to registrant's Form 8-K filed on May 21, 2018.

~~10.3~~	~~Securities Purchase Agreement, dated April 24, 2018,~~20, 2019, , by and between ~~American Lorain Corporation~~Lucky Sky Petrochemical and ~~Xiuping Cai.Incorporated by reference to Exhibit 10.3 to registrant's Form 8-K filed on May 21, 2018.~~

~~10.4~~	Securities Purchase Agreement, dated July 12, 2018, by and among American Lorain Corporation, Yunpeng Zhang and Zhongquan Sun. Incorporated by reference to Exhibit 10.1 to registrant's Form 10-Q filed on August 14, 2018.

~~10.5~~	~~Amended and Restated Securities Purchase Agreement, dated August 8, 2018, by and among American Lorain Corporation, Yimin Jin and Hongxiang Yu.Incorporated by reference to Exhibit 10.2 to registrant's Form 10-Q filed on August 14, 2018.~~

~~10.6~~	Share Exchange Agreement, dated August 8, 2018, by and among American Lorain Corporation, Si Chen, Planet Green Holdings Corp.,Junan Hongrun Foodstuff Co., Ltd., Shandong Lorain Co., Ltd., International Lorain Holdings, Inc., Shandong Greenpia Foodstuff Co., Ltd., Beijing Lorain Co., Ltd. and Luotian LorainXianning Bozhuang Tea Products Co., Ltd. Incorporated by reference to Exhibit ~~10.3~~10.21 to ~~registrant's~~the registrant’s annual report on Form ~~10-Q~~10K filed on ~~August~~May 14, ~~2018.~~2020.

~~10.7~~ 10.2		~~Share Exchange~~Business Cooperation Agreement, dated ~~as of September 25, 2018,~~December 20, 2019, by and ~~among American Lorain Corporation, Shanghai Xunyang Internet Technology Co., Ltd., Taishan Muren Agriculture Co. Ltd.~~between Lucky Sky Petrochemical and ~~Shenzhen Jiamingrui New Agriculture~~Xianning Bozhuang Tea Products Co., Ltd. Incorporated by reference to Exhibit ~~10.1~~10.22 to ~~registrant's~~the registrant’s annual report on Form ~~8-K~~10K filed on ~~September 26, 2018.~~May 14, 2020.

~~10.8~~
10.3		~~Form of Lock-Up~~Equity Pledge Agreement, dated December 20, 2019, by and ~~between American Lorain Corporation~~among Lucky Sky Petrochemical and ~~Shenzhen Jiamingrui New Agriculture~~Xianning Bozhuang Tea Products Co., ~~Ltd.~~Ltd.. Incorporated by reference to Exhibit ~~10.2~~10.23 to ~~registrant's~~the registrant’s annual report on Form ~~8-K~~10K filed on ~~September 26, 2018.~~May 14, 2020.

~~10.9~~ 10.4	Consultation and Service Agreement, dated September 27, 2018, by and between Shanghai Xunyang Interment Technology Co., Ltd. and Taishan Muren Farming Co., Ltd. *

~~10.10~~	Business Cooperation Agreement, dated September 27, 2018, by and between Shanghai Xunyang Interment Technology Co., Ltd. and Taishan Muren Farming Co., Ltd. *

~~10.11~~	Equity Pledge Agreement, dated September 27, 2018, by and among Shanghai Xunyang Interment Technology Co., Ltd., Shenzhen Jiamingrui Xinnong Co., Ltd. and Taishan Muren Farming Co., Ltd. *

~~10.12~~	Equity Option Agreement, dated ~~September 27, 2018,~~December 20, 2019, by and among ~~Shanghai Xunyang Interment Technology Co., Ltd., Shenzhen Jiamingrui Xinnong Co., Ltd.~~Lucky Sky Petrochemcial, Bin Zhou, Wuyuan Zuo, Gongwei Lu and Taishan Muren Farming Co., Ltd. *Xianning Bozhuang. Incorporated by reference to Exhibit 10.24 to the registrant’s annual report on Form 10K filed on May 14, 2020.

~~10.13~~ 10.5		Voting Rights Proxy and Financial Supporting Agreement, dated ~~September 27, 2018,~~December 20, 2019, by and among ~~Shenzhen Jiamingrui Xinnong Co., Ltd., Shanghai Xunyang Interment Technology Co., Ltd.~~Lucky Skey Petrochemical, Bin Zhou, Wuyuan Zuo, Gongwei Lu and Taishan Muren Farming Co., Ltd. *Xianning Bozhuang. Incorporated by reference to Exhibit 10.25 to the registrant’s annual report on Form 10K filed on May 14, 2020.

~~10.14~~ 10.6		Share Exchange Agreement, dated as of June 5, 2020, by and among Planet Green Holdings Corp., Fast Approach Inc. and sellers named therein. Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on June 10, 2020.

10.7		Lock-Up Agreement, dated as of June 5, 2020, by and among Planet Green Holdings Corp. and the persons named therein. Incorporated by reference to Exhibit. 10.2 to the registrant’s current report on Form 8-K filed on June 10, 2020.

10.8		Non-Competition and Non-Solicitation Agreement, dated as of June 5, , 2020, by and among ~~American Lorain Corporation, Taishan Muren Agriculture Co. Ltd.~~Planet Green Holdings Corp., ~~Shenzhen Jiamingrui New Agriculture Co., Ltd.,~~Fast Approach Inc. and the persons named therein. Incorporated by reference to Exhibit 10.3 to ~~registrant's~~the registrant’s current report on Form 8-K filed on ~~September 26, 2018.~~June 10, 2020.

~~14.1~~ 10.9		Securities Purchase Agreement, dated as of February 10, 2020, by and among Planet Green Holdings Corp. and the purchasers named therein. Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on February 11, 2020.

10.10		Employment Agreement, dated as of October 25, 2019, by and between Planet Green Holdings Corp. and Bin Zhou. Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on October 30, 2019.

Exhibit No.		Description

14.1		Business Ethics Policy and Code of Conduct, adopted on April 30, 2007. Incorporated by reference to Exhibit 14 to the ~~registrant's~~registrant’s current report on Form 8-K filed on May 9, 2007.

~~21.1~~ 21.1*		List of subsidiaries of the registrant *

~~31.1~~ 31.1*		Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

~~31.2~~ 31.2*		Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

~~32.1~~ 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~~ 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 **

~~101.INS~~ 101.INS*		XBRL Instance Document* Document

~~101.SCH~~ 101.SCH*		XBRL Taxonomy Extension Schema* Schema

~~101.CAL~~ 101.CAL*		XBRL Taxonomy Calculation Linkbase* Linkbase

~~101.LAB~~
101.LAB*		XBRL Taxonomy Label Linkbase* Linkbase

~~101.PRE~~ 101.PRE*		XBRL Definition Linkbase Document* Document

~~101.DEF~~ 101.DEF*		XBRL Definition Linkbase Document* Document

*	Filed herewith
**
**	Furnished herewith

†	~~Management contract, compensatory plan or arrangement.~~

	PLANET GREEN HOLDINGS CORP.

Date: ~~April 15, 2019~~ March 31, 2021	By:	/s/ ~~Hongxiang Yu~~ Bin Zhou
	~~Hongxiang Yu,~~	Bin Zhou, Chief Executive Officer ~~President~~ and Chairman (Principal Executive Officer)

	By:	/s/ Lili Hu

	~~By:~~ ~~/s/ Yu Li~~
	~~Yu Li,~~Lili Hu, Chief Financial Officer (Principal Financial and Accounting Officer)

Signature	~~Title~~	Title		Date

/s/ Bin Zhou		Chief Executive Officer ~~President~~ and Chairman		March 31, 2021
Bin Zhou	~~and Chairman~~
~~/s/ Hongxiang Yu~~	(Principal Executive Officer)	~~April 15, 2019~~
~~Hongxiang Yu~~
/s/ Lili Hu
	Chief Financial Officer and Director		March 31, 2021
Lili Hu		(Principal Financial Officer and
~~/s/ Yu Li~~	Principal Accounting Officer)	~~April 15, 2019~~
~~Yu Li~~
/s/ Chao Chen		Director		March 31, 2021
~~/s/ Yimin Jin~~ Chao Chen	~~Chief Strategy Officer and Director~~	~~April 15, 2019~~
~~Yimin Jin~~
/s/ King Fai Leung		Director		March 31, 2021
~~/s/ Yuguo Zhang~~ King Fai Leung	~~Director~~	~~April 15, 2019~~
~~Yuguo Zhang~~
/s/ Yang Cao		Director		March 31, 2021
~~/s/ Yilei Shao~~ Yang Cao	~~Director~~	~~April 15, 2019~~
~~Yilei Shao~~

~~/s/ Guangming Fang~~	~~Director~~	~~April 15, 2019~~
~~Guangming Fang~~

CONTENTS		PAGES

Report of Independent Registered Public Accounting Firm		F-2

Audited Consolidated Balance Sheets	~~F- 3~~	F-3

Audited Consolidated Statements of Operations and Comprehensive Loss		F-4

Audited Consolidated Statements of Cash Flows	~~F-5~~	F-6

Notes to Consolidated Financial Statements	~~F-6~~	F-7 to ~~F-20~~F-23

To:	The Board of Directors and Stockholders of
	Planet Green Holdings Corp.
	~~(f/k/a American Lorain Corporation)~~

		2018			2017
Assets
Current assets
Cash and cash equivalents	$	1,062,643		$	85,493
Trade receivables, net		6,528,072			729,919
Inventories		-			10,593,403
Advances and prepayments to suppliers		7,381,785			3,129,435
Other receivables and other current assets		16,316			1,612,682
Related party receivable		2,208			-
Discontinued operations - current assets held for sale		-			790,550
Total current assets	$	14,991,024		$	16,941,482

Non-current assets
Investments		-			-
Plant and equipment, net		1,371,518			36,663,290
Intangible assets, net		-			13,167,870
Construction in progress, net		846,441			819,301
Deposits		1,477
Discontinued operations - long term assets held for sale		-			896,099
Total Assets	$	17,210,460		$	68,488,042

Liabilities and Stockholders' Equity
Current liabilities
Short-term bank loans	$	-		$	23,773,780
Long-term debt - current portion		-			30,511,656
Capital lease - current portion		-			1,074,829
Accounts payable		579,228			4,150,604
Taxes payable		155,135			355,142
Accrued liabilities and other payables		496,799			9,317,038
Customers deposits		3,499			485,295
Related party payable		78,656			-
Discontinued operations - liabilities		8,607,813			9,610,994
Total current liabilities	$	9,921,130		$	79,279,338

Stockholders' Equity/(Deficiency)
Preferred Stock, $0.001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2018 and 2017, respectively	$	-		$	-
Common Stock, $0.001 par value, 200,000,000 shares authorized; 5,497,765 and 1,530,980 shares issued and outstanding as of December 31, 2018 and 2017, respectively		5,498			1,531
Additional paid-in capital		74,739,031			57,888,993
Statutory reserves		2,810,953			25,103,354
Accumulated deficit		(79,038,883	)		(99,628,547	)
Accumulated other comprehensive income		9,792,283			13,588,726
Non-controlling interests		(1,019,552	)		(7,745,353	)
Total Stockholders' Equity/(Deficiency)	$	7,289,330		$	(10,791,296	)
Total Liabilities and Stockholders' Equity	$	17,210,460		$	68,488,042