UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended: September 30, 2021
☐
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ____________ to ____________
Commission
File Number: 001-34449
PLANET
GREEN HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Nevada 87-0430320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
36-10
Union St . 2nd Floor
Flushing ,
NY 11345
(Address of principal executive office and zip code)
(718)
799-0380
(Registrant’s telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share PLAG NYSE American
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No
☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The
number of outstanding shares of the registrant’s common stock as of October 29, 2021 was 29,681,930 .
TABLE
OF CONTENTS
PAGE
PART I - FINANCIAL
INFORMATION
1
ITEM 1
FINANCIAL
STATEMENTS
F-1
ITEM 2
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
2
ITEM 3
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
6
ITEM 4
CONTROLS
AND PROCEDURES
6
PART II - OTHER INFORMATION
6
ITEM 1
LEGAL
PROCEEDINGS
6
ITEM 1A
RISK FACTORS
6
ITEM 2
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
8
ITEM 3
DEFAULTS
UPON SENIOR SECURITIES
8
ITEM 4
MINE SAFETY
DISCLOSURES
8
ITEM 5
OTHER
INFORMATION
8
ITEM 6
EXHIBITS
9
SIGNATURES
10
i
Caution
Regarding Forward-Looking Statements
This
quarterly report on Form 10-Q contains forward-looking statements. These statements involve known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances
or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to
the factors described in the section captioned “Risk Factors” in our Annual Report on Form 10-K for the year ended December
31, 2020 filed with the Securities and Exchange Commission (the “SEC”).
In
some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,”
“estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” “projects,” “should,” “would” or the negative of such terms or other similar
expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future
events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue
reliance on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the
date of this report. You should read this report completely and with the understanding that our actual future results may be materially
different from what we expect.
Except
as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results
could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.
ii
PART
I
Use
of Certain Defined Terms
Except
where the context otherwise requires and for the purposes of this report only:
●
“Anhui Ansheng” refers to Anhui Ansheng
Equitpment Co., Ltd., a PRC limited liability company.
●
“Bless Chemical” refers to Bless Chemical
Co., Ltd., a company incorporated in Hong Kong.
●
“China”
and “PRC” refer to the People’s Republic of China (excluding Hong Kong, Macau and Taiwan for the purposes of this
report only).
●
“CAD” refers to Canadian dollar, the legal
currency of Canada.
●
“Fast Approach” refers to Fast Approach
Inc., a corporation incorporated under the laws of Canada.
●
“Hubei Bulaisi” Refers to Hubei Bulaisi Technology Co., Ltd., a company incorporated in China.
●
“Jiayi Technologies” or “WFOE” refers to Jiayi Technologies (Xianning) Co., Ltd, a PRC limited liability company and a wholly foreign-owned enterprise, formerly known as Lucky Sky Petrochemical Technology (Xianning) Co. Ltd.
●
“Jilin Chuangyuan” refers to Jilin Chuangyuan Chemical Co., Ltd., a PRC limited liability company.
●
“Jinshan Sanhe Luckysky” refers to Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd., a PRC limited company.
●
“Lucky Sky Planet Green HK” refers to Lucky Sky Planet Green Holdings Co., Limited, a company incorporated in Hong Kong.
●
“Lucky Sky HK” refers to Lucky Sky Holdings Corporations (HK) Limited, a company incorporated in Hong Kong and formerly known as JianShi Technology Holding Limited.
●
“PLAG,” “Planet Green,” “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.
● “Planet Green BVI” refers to Planet Green Holdings Corporation,
a company incorporated in British Virgin Islands.
●
“RMB” refers to Renminbi, the legal currency of China.
●
“Shine Chemical BVI” refers to Shine Chemical Co., Ltd., a company incorporated in British Virgin Islands.
●
“Shanghai Shuning” refers to Shanghai Shuning Advertising Co., Ltd, a PRC limited liability company.
●
“U.S. dollar”, “$” and “US$” refer to the legal currency of the United States.
●
“VIE”
refers to variable interest entity.
●
“Xianning Bozhuang”
refers to Xianning Bozhuang Tea Products Co., Ltd., a PRC limited liability company.
1
ITEM
1. FINANCIAL STATEMENTS
PLANET
GREEN HOLDINGS CORP.
UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021 AND DECEMBER 31, 2020
(Stated
in US Dollars)
CONTENTS
PAGES
Unaudited Condensed Consolidated
Balance Sheets
F-2
Unaudited Condensed Consolidated
Statements of Operations and Comprehensive Loss
F-3
Unaudited Condensed Consolidated
Statements of Changes in Stockholders’ Equity
F-4
Unaudited Condensed Consolidated
Statements of Cash Flows
F-5
Notes to Financial Statements
F-6 to F-24
F- 1
PLANET
GREEN HOLDINGS CORP.
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
AT
SEPTEMBER 30, 2021 AND DECEMBER 31, 2020
(Stated
in US Dollars)
30 September,
31 December,
2021
2020
Assets
Current
assets
Cash
and cash equivalents
$ 755,023
$ 3,415,751
Trade
receivables, net
2,947,635
835,384
Note
receivable
10,509
-
Inventories
7,891,349
2,251,628
Advances
and prepayments to suppliers
6,988,312
5,922,562
Other
receivables and other current assets
1,755,797
1,091,815
Related
party receivable
8,337,546
-
Total
current assets
$ 28,686,171
$ 13,517,140
Non-current
assets
Plant
and equipment, net
20,654,268
4,596,637
Intangible
assets, net
4,176,033
1,516,467
Construction
in progress, net
2,210,466
-
Prepayment
for real-estates investments
7,308,724
-
Deferred
tax assets
1,152,225
-
Goodwill
16,719,258
2,340,111
Right-of-use
assets
679,110
-
Total
non-current assets
$ 52,900,084
$ 8,453,215
Total
Assets
$ 81,586,255
$ 21,970,355
Liabilities
and Stockholders
Current
liabilities
Short-term
bank loans
$ 7,255,095
$ -
Accounts
payable
4,281,778
1,302,850
Taxes
payable
159,578
198,683
Accrued
liabilities and other payables
5,678,455
1,848,598
Customers
deposits
4,293,920
241,893
Related
party payable
4,048,288
19,850
Lease
payable-current portion
170,110
-
Deferred
income
61,291
15,682
Total
current liabilities
$ 25,948,515
$ 3,627,556
Lease
payable- non-current
$ 439,700
$ -
Long-term
payables
362,489
31,364
Total
current liabilities
$ 802,189
$ 3,627,556
Total
Liabilities
$ 26,750,704
$ 7,255,112
Stockholders
Preferred Stock, $ 0.001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively
$ -
$ -
Common Stock, $ 0.001 par value, 200,000,000 shares authorized; 29,681,930 and 11,809,930 shares issued and outstanding as of September 30, 2021 and December 31, 2020 respectively
29,682
11,810
Additional
paid-in capital
130,651,697
95,659,360
Accumulated
deficit
( 89,064,309 )
( 84,331,897 )
Accumulated
other comprehensive income
7,508,221
6,972,163
Non-controlling
interests
5,710,260
-
Total
Stockholders
$ 54,835,551
$ 18,311,436
Total
Liabilities and Stockholders
$ 81,586,255
$ 21,970,355
See
Accompanying Notes to the Financial Statements
F- 2
PLANET
GREEN HOLDINGS CORP.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND
COMPREHENSIVE LOSS
FOR
THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(Stated
in US Dollars)
For
the three months ended
For
the nine months ended
September
30,
September
30,
2021
2020
2021
2020
Net revenues
$ 8,484,401
$ 1,204,248
$ 15,597,048
$ 2,471,652
Cost of revenues
7,133,389
515,196
13,750,406
1,622,061
Gross profit
1,351,012
689,052
1,846,642
849,591
Operating expenses:
Selling and marketing expenses
453,657
56,891
974,273
83,664
General and administrative
expenses
3,223,939
705,492
5,869,473
1,252,719
Research
& Developing Expenses
12,654
-
34,875
-
Total
operating expenses
3,690,250
762,383
6,878,621
1,336,383
Operating
loss
( 2,339,238 )
( 73,331 )
( 5,031,979 )
( 486,792 )
Other income (expenses):
Interest income (expense),
net
( 139,608 )
2,848
( 342,732 )
6,884
Other income
118,317
78,918
357,246
81,162
Other
expenses
( 39,089 )
( 34,152 )
( 40,764 )
( 183,529 )
Total
other (expenses) income
( 60,380 )
47,614
( 26,250 )
( 95,483 )
Loss before income taxes
( 2,399,618 )
( 25,717 )
( 5,058,229 )
( 582,275 )
Discontinued operations:
Loss from discontinued operations
-
-
-
( 150,911 )
Loss on disposal
-
( 8,169,737 )
-
( 8,169,737 )
Income
tax expenses
-
-
147
-
Net loss
( 2,399,618 )
( 8,195,454 )
( 5,058,376 )
( 8,902,923 )
Less: Net loss attributable
to non-controlling interest
( 129,685 )
-
( 325,964 )
-
Net loss
attributable to common shareholders
( 2,269,934 )
-
( 4,732,412 )
-
Net loss
$ ( 2,399,618 )
$ ( 8,195,454 )
$ ( 5,058,376 )
$ ( 8,902,923 )
Foreign currency translation
adjustment
( 139,703 )
922,133
553,251
630,309
Total
comprehensive loss
$ ( 2,539,321 )
$ ( 7,273,321 )
$ ( 4,505,125 )
$ ( 8,272,614 )
Less: Comprehensive loss attribute
to non-controlling interest
( 137,559 )
-
( 308,771 )
-
Comprehensive loss attribute
to common share holders
( 2,401,762 )
( 7,273,321 )
( 4,196,354 )
( 8,272,614 )
Loss per common shareholders
- Basic and diluted
$ ( 0.08 )
$ ( 0.85 )
$ ( 0.21 )
$ ( 0.97 )
Basic and diluted weighted average shares outstanding
28,667,147
9,666,669
23,082,956
9,111,874
See
Accompanying Notes to the Financial Statements
F- 3
PLANET
GREEN HOLDINGS CORP.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(Stated
in US Dollars)
Accumulated
Additional
Other
Non-
Number
of
Common
Paid-in
Accumulated
Comprehensive
Controlling
Shares
Stock
Capital
Deficit
Income
Interests
Total
Balance,
January 1, 2020
7,877,765
$ 7,878
$ 85,803,421
$ ( 73,280,734 )
$ 8,203,941
$ -
$ 20,734,506
Net
income
-
-
-
( 8,902,923 )
-
-
( 8,902,923 )
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
Foreign
currency translation adjustment
-
-
-
-
630,309
-
630,309
Balance,
September 30, 2020
11,027,765
$ 11,028
$ 93,900,271
$ ( 82,183,657 )
$ 8,834,250
$ -
$ 20,561,892
Balance,
January 1, 2021
11,809,930
$ 11,810
$ 95,659,360
$ ( 84,331,897 )
$ 6,972,163
$ -
$ 18,311,436
Net
income
-
-
-
( 4,732,412 )
-
( 325,964 )
( 5,058,376 )
Issuance
of shares for acquisition
10,300,000
10,300
20,100,700
-
-
-
20,111,000
Issuance
of common stock for cash
6,700,000
6,700
13,732,749
-
-
-
13,739,449
Stock-based
compensation and issue of employee benefit plan stock
872,000
872
1,158,888
1,159,760
Acquiring
subsidiaries
-
-
-
-
-
6,019,031
6,019,031
Foreign
currency translation adjustment
-
-
-
-
536,058
17,193
553,251
Balance,
September 30, 2021
29,681,930
$ 29,682
$ 130,651,697
$ ( 89,064,309 )
$ 7,508,221
$ 5,710,260
$ 54,835,551
See
Accompanying Notes to the Financial Statements
F- 4
PLANET
GREEN HOLDINGS CORP.
Unaudited
Condensed Statements of Cash Flows
For
the nine months ended September 30, 2021 and 2020
(Stated
in US Dollars)
2021
2020
CASH FLOWS FROM OPFRATING ACTIVITIFS:
Net loss
$ ( 5,058,376 )
$ ( 8,902,923 )
Adjustments to reconcile net loss to cash (used in) provided by operating activities:
Depreciation
1,543,332
249,342
Amortization
180,930
119,837
Bad debt expenses
-
2,093
Loss on disposal of discontinued operations
-
8,169,737
Note and account receivables
1,251,554
( 3,861,255 )
Inventory
( 4,415,071 )
( 474,090 )
Prepayments and deposit
( 7,290,071 )
( 1,167,840 )
Other receivables
510,824
-
Other receivables-Related party
-
( 103,178 )
Accounts payables
( 108,627 )
824,367
Advance from customer
167,670
-
Other payables and accruals
145,045
-
Related party payable
141,485
-
Taxes payable
( 74,881 )
-
Net cash used in operating activities
( 13,006,187 )
( 5,143,910 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment
( 42,350 )
( 407,296 )
Decrease in cash from disposal of discontinued operations
-
( 8,900 )
Net cash used in investing activities
( 42,350 )
( 416,196 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of short-term loan - bank
-
147,539
Proceeds from issuance of common stock
9,812,118
3,513,936
Net cash provided by financing activities
9,812,118
3,661,475
Net decrease in cash and cash equivalents
( 3,236,419 )
( 1,898,631 )
EFFECT OF EXCHANGE RATE ON CASH
575,690
88,988
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
3,415,751
7,403,323
CASH AND CASH EQUIVALENTS AT END OF YEAR
$ 755,023
$ 5,593,680
SUPPLEMENTARY OF CASH FLOW INFORMATION
Interest received
$ 102,870
$ 6,952
Interest paid
$ 445,602
$ 4,512
NON-CASH TRANSACTIONS OF INVESTMENT AND FINANCING ACTIVITIES
Issuance of shares for acquisition
$ 24,038,331
$ 3,936
Issuance of common stock for employee compensation
$ 1,159,760
$ -
F- 5
PLANET
GREEN HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2021 AND DECEMBER 31, 2020
(Stated in U.S. Dollars)
1.
Organization and Principal Activities
Planet
Green Holdings Corp. (the “Company” or “PLAG” or “Planet Green”) is a holding company incorporated
in Nevada. We are engaged in various businesses through our subsidiaries and VIE entities in China and subsidiary in Canada.
Going
Concern
The
accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going
concern; however, the Company has incurred a net loss of $ 5,058,376 for the nine months ended September 30, 2021. As of September 30,
2021, the Company had an accumulated deficit of $ 89,064,309 ; its net cash used in operating activities for the nine months ended September
30, 2021 was $ 13,006,187 .
These
factors raise substantial doubt on the Company’s ability to continue as a going concern. The accompanying unaudited condensed consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plan for
the Company’s continued existence is dependent upon management’s ability to execute the business plan, develop the plan to
generate profit; additionally, Management may need to continue to rely on private placements or certain related parties to provide funding
for investment, for working capital and general corporate purposes. If management is unable to execute its plan, the Company may become
insolvent.
2.
Summary of Significant Accounting Policies
Method
of accounting
Management
has prepared the accompanying financial statements and these notes according 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:
The
accompanying consolidated financial statements reflect the activities of Planet Green Holdings Corp. and each of the following entities:
Name
Place
of incorporation
Ownership
Planet
Green Holdings Corporation
(BVI)
The British Virgin Islands
100% owned by Planet Green Holdings Corp. (Nevada)
Lucky
Sky Planet Green Holdings Co., Limited.
Hong Kong
100% owned by Planet Green Holdings Corp. (BVI)
Jiayi
Technologies (Xianning) Co.,
Ltd.
PRC
100% owned by Lucky Sky Planet Green Holdings Co., Limited (HK)
Fast Approach
Inc.
Canada
100% owned by Planet Green Holdings Corp. (Nevada)
Shanghai
Shuning Advertising Co.,
Ltd.
PRC
100% owned by Fast Approach Inc.
Jingshan
Sanhe Luckysky New Energy Technologies Co., Ltd.
PRC
85% owned by Hubei Bulaisi Technology Co., Ltd.
Jilin
Chuangyuan Chemical Co., Ltd.
PRC
VIE of Jiayi Technologies (Xianning) Co., Ltd.
Xianning
Bozhuang Tea Products Co.,
Ltd.
PRC
100% owned by Jiayi Technologies (Xianning) Co., Ltd.
Shine
Chemical Co., Ltd.
British Virgin Islands
100% owned by Planet Green Holdings Corp. (Nevada).
Bless
Chemical Co., Ltd.
Hong Kong
100% owned by of Shine Chemical Co., Ltd. (BVI)
Hubei
Bulaisi Technology Co., Ltd.
PRC
100% owned by Bless Chemical Co., Ltd. (HK)
Anhui
Ansheng Petrochemical
Equipment Co., Ltd.
PRC
VIE of Jiayi Technologies (Xianning) Co., Ltd.
F- 6
Management
has eliminated all significant inter-company balances and transactions in preparing the accompanying consolidated financial statements.
Ownership interests of subsidiaries that the Company does not wholly own are accounted for as non-controlling interests.
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
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 BVI incorporated Lucky Sky Planet Green Holdings Co., Limited, a limited company incorporated in Hong
Kong.
On June 5, 2020, the Planet Green BVI acquired all of the outstanding
equity interests of Fast Approach Inc. It was incorporated under Canada’s laws and runs the operation of a demand-side platform
and online advertising business.
On
June 16, 2020, Lucky Sky Holdings Corporations (H.K.) transferred its 100% equity interest in Lucky Sky Petrochemical to Lucky Sky Planet
Green HK.
On
September 15, 2020, Lucky Sky Petrochemical terminated the VIE agreements with Shenzhen Lorain and Taishan Muren.
On
August 10, 2020, Planet Green BVI transferred its 100 % equity interest in Lucky Sky Holdings Corporations (H.K.) Limited to Rui Tang.
On
December 9, 2020, Lucky Sky Petrochemical Technology (Xianning) Co., Ltd. changed its name to Jiayi Technologies (Xianning) Co., Ltd.
On January 6, 2021, Planet Green issued an aggregate of 2,200,000
shares of common stock of the Company to the equity holders of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. in exchange
for the transfer of 85 % of the equity interest of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. to the Jiayi
Technologies (Xianning) Co., Ltd.
On March 9, 2021, Planet Green issued an aggregate of 3,300,000
shares of common stock of the Company to the equity holders of Jilin Chuangyuan Chemical Co., Ltd. in exchange for the transfer of
75 % of the equity interest of Jilin Chuangyuan Chemical Co., Ltd. to the Jiayi Technologies (Xianning) Co., Ltd.
On July 15, 2021, Planet Green issued an aggregate of 3,300,000
shares of common stock of the Company to the equity holders of Anhui Ansheng Petrochemical Equipment Co., Ltd. for the transfer to
66 % of the equity interest if Anhui Ansheng Petrochemical Equipment Co., Ltd. to the Jiayi Technologies (Xianning) Co., Ltd.
On August 1, 2021, Jiayi Technologies (Xianning) Co., Ltd terminated
the VIE agreements with Xianning Bozhuang Tea Products Co., Ltd. and acquired 100 % equity of Xianning Bozhuang Tea Products Co., Ltd.
As a result, Xianning Bozhuang Tea Products Co., Ltd. became the wholly-owned subsidiaries of the Jiayi Technologies (Xianning) Co., Ltd.
On August 3, 2021, the Planet Green acquired 8,000,000 ordinary
shares of the Shine ChemicalBVI. As a result, Shine ChemicalBVI, Bless Chemical Co., Ltd. and Hubei Bulaisi Technology Co., Ltd.
become the wholly-owned subsidiaries of the Planet Green.
On September 1, 2021, Jingshan Sanhe Luckysky New Energy Technologies
Co., Ltd. has changed its major shareholder from Mr. Feng Chao to Hubei Bulaisi Technology Co., Ltd. and Hubei Bulaisi Technology Co.,
Ltd. became hold 85 % shares of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. after the change of shareholders.
F- 7
Consolidation
of Variable Interest Entity
On
September 27, 2018, through Shanghai Xunyang, the Company entered into exclusive 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’ 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. It 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 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 6, 2020, it terminated its VIE agreements with Shenzhen Lorain and Taishan Muren.
On
March 9, 2021, through Jiayi Technologies (Xianning) Co., Ltd., formerly known as Lucky Sky Petrochemical Technology (Xianning) Co.,
Ltd., the Company entered into exclusive VIE agreements with Jilin Chuangyuan Chemical Co., Ltd., as well as their shareholders, which
give the Company the ability to substantially influence those companies’ daily operations and financial affairs and appoint their
senior executives. The Company is considered the primary beneficiary of these operating companies, and it consolidates their accounts
as VIEs.
On
July 15, 2021, through Jiayi Technologies (Xianning) Co., Ltd., formerly known as Lucky Sky Petrochemical Technology (Xianning) Co.,
Ltd., the Company entered into exclusive VIE agreements with Anhui Ansheng Petrochemical Equipment Co., Ltd., as well as their shareholders,
which give the Company the ability to substantially influence those companies’ daily operations and financial affairs and appoint
their senior executives. The Company is considered the primary beneficiary of these operating companies, and it consolidates their accounts
as VIEs.
On
August 1, 2021, Jiayi Technologies (Xianning) Co., Ltd. terminated the VIE agreements with Xianning Bozhuang Tea Products Co., Ltd.
Each
of the VIE Agreements is described in detail below
Consultation
and Service Agreement
Under
the Consultation and Service Agreement, WFOE has the exclusive right to provide consultation and services to the operating entities in
China in business management, human resource, technology, and intellectual property rights. WFOE exclusively owns any intellectual property
rights arising from the performance of this Consultation and Service Agreement. The number of service fees and payment terms can be amended
by the WFOE and operating companies’ consultation and implementation. The duration of the Consultation and Service Agreement is
20 years. WFOE may terminate this agreement at any time by giving 30 day’s prior written notice. Under the Consultation and Service
Agreement, WFOE has the exclusive right to provide consultation and services to the operating entities in China in business management,
human resource, technology, and intellectual property rights. WFOE exclusively owns any intellectual property rights arising from the
performance of this Consultation and Service Agreement. The service fees and payment terms can be amended by the WFOE and operating companies’
consultation and implementation. The duration of the Consultation and Service Agreement is 20 years. WFOE may terminate this agreement
at any time by giving 30 day’s prior written notice.
Business
Cooperation Agreement
Pursuant
to the Business Cooperation Agreement, WFOE has the exclusive right to provide complete technical support, business support, and related
consulting services, including but not limited to specialized services, business consultations, equipment or property leasing, marketing
consultancy, system integration, product research and development, and system maintenance. WFOE exclusively owns any intellectual property
rights arising from the performance of this Business Cooperation Agreement. The rate of service fees may be adjusted based on the services
rendered by WFOE in that month and the operational needs of the operating entities. The Business Cooperation Agreement shall maintain
effective unless it was terminated or was compelled to release under applicable PRC laws and regulations. WFOE may terminate this Business
Cooperation Agreement at any time by giving 30 day’s prior written notice.
F- 8
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.
Based
on the foregoing contractual arrangements, The Company consolidates the accounts of Xianning Bozhuang Tea Products Co., Ltd., Jingshan
Sanhe Luckysky New Energy Technologies Co., Ltd. and Jilin Chuangyuan Chemical Co., Ltd. in accordance with Regulation S-X-3A-02 promulgated
by the Securities Exchange Commission (“SEC”), and Accounting Standards Codification (“ASC”) 810-10, Consolidation.
Use
of estimates
The
preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities, and disclose the 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 when the
estimates are made; however, actual results could differ materially from those estimates.
Cash
and cash equivalents
The
Company considers all highly liquid investments purchased with three months or less original maturities 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 to sell them in the near term. All securities 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 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 basis.
A
decline in the market value of any available-for-sale security below cost 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 believes whether evidence indicating the cost
of the investment 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 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.
F- 9
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 total amount is no longer probable. Bad debts are written off as incurred.
Inventories
Inventories
consist of raw materials and finished goods stated at the lower of cost or market value. Finished goods are comprised of direct materials,
direct labor, inbound shipping costs, and allocated overhead. 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
5 - 10 years
Office equipment
5 - 20 years
The
cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss
are included in the Company’s results of operations. The costs of maintenance and repairs are recognized as incurred; significant
renewals and betterments are capitalized.
Intangible
assets
Intangible
assets are carried at cost less accumulated amortization. Amortization is provided over their useful lives, using the straight-line method.
The estimated useful lives of the intangible assets are as follows:
Land use rights
50 years
Software licenses
2 years
Trademarks
10 years
Construction
in progress and prepayments for equipment
Construction
in progress and prepayments for equipment represent direct and indirect acquisition and construction costs for plants and fees of purchase
and installation of related equipment. Amounts classified as construction in progress and prepayments for equipment are transferred to
plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. Depreciation
is not provided for assets classified in this account.
Goodwill
Goodwill
represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. The
Company conducts an annual assessment of its goodwill for impairment. If the carrying value of its goodwill exceeds its fair value, then
impairment has been incurred; accordingly, a charge to the Company’s operations results will be recognized during the period. Impairment
losses on goodwill are not reversed. Fair value is generally determined using a discounted expected future cash flow analysis.
F- 10
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 become obsolete from a difference in the industry, introduction of new technologies,
or if the Company has inadequate working capital to utilize the long-lived assets to generate adequate profits. Impairment is present
if the carrying amount of an asset is less than its expected future undiscounted cash flows.
If
an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value
of the asset. Assets to be disposed of are reported lower the carrying amount or fair value fewer costs to selling.
Statutory
reserves
Statutory
reserves are referring to the amount appropriated from the net income following laws or regulations, which can be used to recover losses
and increase capital, as approved, and are to be used to expand production or operations. PRC laws prescribe that an enterprise operating
at a profit must appropriate and reserve, on an annual basis, an amount equal to 10 % of its profit. Such an appropriation is necessary
until the reserve reaches a maximum equal to 50 % of the enterprise’s PRC registered capital.
Foreign
currency translation
The
accompanying financial statements are presented in United States dollars. The functional currencies of the Company are the Renminbi (RMB)
and Canadian dollar (CAD). The Company’s assets and liabilities are translated into United States dollars from RMB at year-end
exchange rates. Its revenues and expenses are translated at the average exchange rate during the period. Capital accounts are translated
at their historical exchange rates when the capital transactions occurred.
09/30/2021
12/31/2020
09/30/2020
Period-end US$:
CAD$ exchange rate
1.2753
1.2754
1.3389
Period-end US$: RMB exchange
rate
6.4854
6.5326
6.8101
Period average US$: CAD$ exchange
rate
1.2431
1.3409
1.3571
Period average US$: RMB exchange
rate
6.4714
6.8996
6.9926
The
RMB is not freely convertible into foreign currencies, and all foreign exchange transactions must be conducted through authorized financial
institutions.
Revenue
recognition
The
Company adopted ASC 606 “Revenue Recognition.” It recognized revenue when control of the promised goods or services is transferred
to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
The
Company derives its revenues from selling high-grade synthetic fuel products, industrial formaldehyde solution, urea-formaldehyde pre-condensate
(UFC), methylal, urea-formaldehyde glue for environment-friendly artificial board chemicals, and tea products. The Company applies the
following five steps to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its
agreements:
● identify
the contract with a customer;
● identify
the performance obligations in the contract;
● determine
the transaction price;
● allocate
the transaction price to performance obligations in the contract; and;
● Recognize
revenue as the performance obligation is satisfied.
Advertising
All
advertising costs are expensed as incurred.
F- 11
Shipping
and handling
All
outbound shipping and handling costs are expensed as incurred.
Research
and development
All
research and development costs are expensed as incurred.
Retirement
benefits
Retirement
benefits in the form of mandatory government-sponsored defined contribution plans are charged to either expense as incurred or allocated
to inventory as part of overhead.
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.
Income
taxes
The
Company accounts for income tax using an asset and liability approach and recognizes deferred tax benefits in future years. Under the
asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided
for deferred tax assets. If it is more likely than not, these items will either expire before the Company can realize their benefits
or uncertain future realization.
Comprehensive
income
The
Company uses Financial Accounting Standards Board (“FASB”) ASC Topic 220, “Reporting Comprehensive Income.” Comprehensive
income is comprised of net income and all changes to the statements of stockholders’ equity, except the changes in paid-in capital
and distributions to stockholders due to investments by stockholders.
Earnings
per share
The
Company computes earnings per share (“EPS”) following ASC Topic 260, “Earnings per share.” Basic EPS is measured
as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted
EPS presents the dilutive effect on a per-share basis from the potential conversion of convertible securities or the exercise of options
and or warrants; the dilutive impacts of potentially convertible securities are calculated using the as-if method; the potentially dilutive
effect of options or warranties are computed using the treasury stock method. Potentially anti-dilutive securities (i.e., those that
increase income per share or decrease loss per share) are excluded from diluted EPS calculation.
Financial
instruments
The
Company’s financial instruments, including cash and equivalents, accounts and other receivables, accounts and other payables, accrued
liabilities, and short-term debt, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820,
“Fair Value Measurements and Disclosures,” requires disclosing the Company’s fair value of financial instruments. ASC
Topic 825, “Financial Instruments,” defines fair value and establishes a three-level valuation hierarchy for disclosures
of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated
balance sheets for receivables and current liabilities qualify as financial instruments and are a reasonable estimate of their fair values
because of the short period between the origination of such instruments and their expected realization and their current market rate
of interest. The three levels of valuation hierarchy are defined as follows:
●
Level
1 -
inputs to the valuation methodology
used quoted prices for identical assets or liabilities in active markets.
●
Level
2 -
inputs to the valuation methodology
include quoted prices for similar assets and liabilities in active markets and information that are observable for the asset or liability,
either directly or indirectly, for substantially the financial instrument’s full term.
●
Level
3 -
inputs to the valuation methodology
are unobservable and significant to the fair value measurement.
The
Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities
from Equity,” and ASC 815.
F- 12
Lease
Effective
December 31, 2018, Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. adopted ASU 2016-02, “Leases” (Topic 842), and
elected the practical expedients that do not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases,
(2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease
terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities.
The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single
lease component.
Lease
terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease,
as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers
the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected
the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve
months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives.
Lease expense is recognized on a straight-line basis over the lease term.
The
Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews
the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the
asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset
from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount
of operating lease liabilities in any tested asset group and it includes the associated operating lease payments in the undiscounted
future pre-tax cash flows.
As
of September 30, 2021, there were approximately $ 0.68 million right of use (“ROU”) assets and approximately $ 0.61 million
lease liabilities based on the present value of the future minimum rental payments of leases, using an incremental borrowing rate of
4.75 % and 4.90 % based on the duration of lease terms.
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.
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 the settlement of loans or notes when they become due.
F- 13
4.
Variable interest entity (“VIE”)
A
VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without
additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest, such
as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of
the entity. If any, the variable interest holder with a controlling financial interest in a VIE is deemed the primary beneficiary and
must consolidate the VIE. WOFE is deemed to have the controlling financial interest and be the primary beneficiary of Anhui Ansheng Petrochemical
Equipment Co., Ltd. and Jilin Chuangyuan Chemical Co., Ltd. because it has both of the following characteristics:
1) The
power to direct activities at Anhui Ansheng Petrochemical Equipment Co., Ltd. and Jilin Chuangyuan
Chemical Co., Ltd. that most significantly impact such entity’s economic performance,
and
2) The
obligation to absorb losses and the right to receive benefits from Anhui Ansheng Petrochemical
Equipment Co., Ltd. and Jilin Chuangyuan Chemical Co., Ltd. that could potentially be significant
to such entity. Under the Contractual Arrangements, Anhui Ansheng Petrochemical Equipment
Co., Ltd. and Jilin Chuangyuan Chemical Co., Ltd. pay service fees equal to all of its net
income to WFOE. At the same time, WFOE is obligated to absorb all of the Anhui Ansheng Petrochemical
Equipment Co., Ltd.’s and Jilin Chuangyuan Chemical Co., Ltd.’s losses. The Contractual
Arrangements are designed to operate Anhui Ansheng Petrochemical Equipment Co., Ltd. and
Jilin Chuangyuan Chemical Co., Ltd. for the benefit of PLAG WFOE and ultimately, the Company.
Accordingly, the accounts of Anhui Ansheng Petrochemical Equipment Co., Ltd. and Jilin Chuangyuan
Chemical Co., Ltd. are consolidated in the accompanying consolidated financial statements.
In addition, those financial positions and results of operations are included in the Company’s
consolidated financial statements.
The
carrying amount of VIE’s consolidated assets and liabilities are as follows:
09/30/2021
12/31/2020
Cash and cash
equivalents
$ 243,041
$ 528,048
Note and Accounts receivable,
net
2,094,567
835,384
Other receivables - third
party
1,098,153
7,726,607
Inventories, net
4,815,483
2,251,628
Prepayments
839,237
1,215,089
Related
party receivable
8,337,546
-
TOTAL
CURRENT ASSETS
17,428,026
12,556,756
Plan and equipment, net
12,642,638
4,592,615
Intangible assets, net
2,755,156
1,491,614
Construction in progress,
net
2,196,106
-
Deferred
tax assets
418,178
-
Total
Non-Current Assets
18,012,079
6,084,229
TOTAL
ASSETS
$ 35,440,105
$ 18,640,985
Short-term bank loans
$ 6,745,472
$ -
Accounts payable
2,966,986
1,017,373
Advance from customer
3,843,993
213,469
Other payables and accrued
liabilities
10,634,672
8,951,117
Other payables - related party
3,887,258
2,716,537
Taxes payable
35,512
171,231
Deferred income
61,291
-
TOTAL
CURRENT LIABILITIES
28,175,184
13,069,727
Long
term payable
362,489
-
TOTAL
LIABILITIES
$ 28,537,673
$ 13,069,727
Paid-in capital
12,326,270
6,314,908
Retained earnings
( 4,849,907 )
( 793,600 )
Accumulated other comprehensive
income
( 573,931 )
49,950
Total
Equity
6,902,432
5,571,258
TOTAL
LIABILITIES AND SHAREHOLDERS’ EQUITY
$ 35,440,105
$ 18,640,985
F- 14
5.
Business Combination
Acquisition
of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.
On January 4, 2021, Planet Green Holdings Corporation (Nevada)
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.’s The Company consolidated Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.’s accounts as its VIE.
According to the VIE agreements, Planet Green Holdings Corporation (Nevada) issued an aggregate of 2,200,000 shares of common stock
of the Company to the equity holders of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. in exchange for the transfer of
85 % of the equity interest of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. to the Jiayi Technologies (Xianning) Co.,
Ltd.
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.
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 Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.:
Total consideration
at fair value
$ 4,730,000
Fair
Value
Cash
$ 114,162
Accounts receivable, net
-
Inventories, net
584,119
Advances to suppliers
1,104,705
Other receivables
536,090
Right-of-use assets
1,044,933
Plant and equipment, net
3,867,906
Deferred tax assets
281,243
Goodwill
923,313
Total
assets
$ 8,456,471
Short-term loan - bank
( 440,522 )
Lease Payable-current portion
( 406,376 )
Accounts payable
( 715,019 )
Advance from customers
( 627,128 )
Other payables and accrued
liabilities
( 50,080 )
Lease Payable-non current
portion
( 818,446 )
Income taxes payable
( 217 )
Total liabilities
( 3,057,793 )
Noncontrolling
interest
( 668,678 )
Net
assets acquired
$ 4,730,000
Approximately
$ 0.92 million of goodwill arising from the acquisition consists mainly of synergies expected from combining the operations of the Company
and Jingshan Sanhe. None of the goodwill is expected to be deductible for income tax purposes.
F- 15
Acquisition
of Jilin Chuangyuan Chemical Co., Ltd.
On
March 9, 2021, the Company and its wholly-owned subsidiary Jiayi Technologies (Xianning) Co., Ltd. formerly known as Lucky Sky Petrochemical
Technology (Xianning) Co., Ltd., entered into a series of VIE agreements with Jilin Chuangyuan Chemical Co., Ltd. and its equity holders
to obtain control and become the primary beneficiary of Jilin Chuangyuan Chemical Co., Ltd. The Company consolidated Jilin Chuangyuan
Chemical Co., Ltd.’s accounts as its VIE. Under the VIE agreements, the Company issued an aggregate of 3,300,000 shares of common
stock of the Company to the equity holders of Jilin Chuangyuan Chemical Co., Ltd. in exchange for the transfer of 75 % of the equity interest
of Jilin Chuangyuan Chemical Co., Ltd. to the Jiayi Technologies (Xianning) Co., Ltd. The significant terms of these VIE agreements are
summarized in “Note 2 - Summary of Significant Accounting Policies” above.
The
Company’s acquisition of Jilin Chuangyuan Chemical Co., Ltd. was accounted for as a business combination following ASC 805. The
Company has allocated the purchase price of Jilin Chuangyuan based upon the fair value of the identifiable assets acquired and liabilities
assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities taken at the acquisition
date following the business combination standard issued by the FASB with the valuation methodologies using level 3 inputs, except for
other current assets and current liabilities were valued using the cost approach. Management of the Company is responsible for determining
the fair value of assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date and considered several
other available factors. Acquisition-related costs incurred for the acquisitions are not material and expensed as incurred in general
and administrative expenses.
The
following table summarizes the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, which
represents the net purchase price allocation at the date of the acquisition of Jilin Chuangyuan Chemical Co., Ltd.
Total consideration
at fair value
$ 8,085,000
Fair
Value
Cash
$ 95,237
Accounts receivable, net
868,874
Inventories, net
581,569
Advances to suppliers
388,349
Other receivables
123,969
Other receivables-RP
212,594
Plant and equipment, net
11,109,220
Intangible assets, net
2,149,910
Deferred tax assets
415,154
Goodwill
3,191,897
Total
assets
$ 19,136,773
Short-term loan - bank
( 3,826,934 )
Long term payable
( 1,162,355 )
Accounts payable
( 575,495 )
Advance from customers
( 291,655 )
Other payables and accrued
liabilities
( 2,815,356 )
Other payables-RP
( 765,387 )
Income taxes payable
( 1,073 )
Total liabilities
( 9,438,255 )
Non
controlling interest
( 1,613,518 )
Net
assets acquired
$ 8,085,000
Approximately
$ 3.19 million of goodwill arising from the acquisition consists mainly of synergies expected from combining the operations of the Company
and Jilin Chuangyuan Chemical Co., Ltd. None of the goodwill is expected to be deductible for income tax purposes.
F- 16
Acquisition
of Anhui Ansheng Petrochemical Equipment Co., Ltd.
On
July 15, 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 Anhui Ansheng Petrochemical Equipment Co., Ltd. and its
equity holders to obtain control and become the primary beneficiary of Anhui Ansheng Petrochemical Equipment Co., Ltd. The Company consolidated
Anhui Ansheng Petrochemical Equipment Co., Ltd.’s accounts as its VIE. Under the VIE agreements, the Company issued an aggregate
of 4,800,000 shares of common stock of the Company to the equity holders of Anhui Ansheng Petrochemical Equipment Co., Ltd. in exchange
for the transfer of 66 % of the equity interest of Anhui Ansheng Petrochemical Equipment 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 Anhui Ansheng Petrochemical Equipment Co., Ltd. was accounted for as a business combination following
ASC 805. The Company has allocated the purchase price of Anhui Ansheng Petrochemical Equipment Co., Ltd. based upon the fair value of
the identifiable assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets
acquired and liabilities taken at the acquisition date following the business combination standard issued by the FASB with the valuation
methodologies using level 3 inputs, except for other current assets and current liabilities were valued using the cost approach. Management
of the Company is responsible for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified
as of the acquisition date and considered several other available factors. Acquisition-related costs incurred for the acquisitions are
not material and expensed as incurred in general and administrative expenses.
The
following table summarizes the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, which
represents the net purchase price allocation at the date of the acquisition of Anhui Ansheng Petrochemical Equipment Co., Ltd.:
Total consideration at fair value
$
7,926,000
Fair
Value
Cash and cash
equivalents, and Restricted Cash
$ 288,122
Trade receivable and Note
receivable
944,704
Inventories
3,236,008
Related party receivable
2,500,117
Other current assets
1,393,817
Plant and equipment, net
4,036,649
Intangible assets, net
635,738
Goodwill
10,263,937
Total
assets
$ 23,299,092
Short-term loan-bank
( 3,735,614 )
Related party payable
( 2,639,938 )
Accounts payable
( 1,966,099 )
Other current liabilities
( 3,902,894 )
Total liabilities
( 12,244,545 )
Non
controlling interest
( 3,758,545 )
Net
assets acquired
$ 7,296,000
Approximately
$ 10.26 million of goodwill arising from the acquisition consists mainly of synergies expected from combining the operations of the Company
and Anhui Ansheng Petrochemical Equipment Co., Ltd. None of the goodwill is expected to be deductible for income tax purposes.
F- 17
6.
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
09/30/2021
12/31/2020
Trade accounts
receivable
$ 4,279,860
$ 881,533
Less :
Allowance for doubtful accounts
( 1,332,224 )
( 46,149 )
$ 2,947,635
$ 835,384
Allowance for doubtful accounts
Beginning balance:
( 46,149 )
-
Additions to allowance
( 1,286,075 )
( 46,149 )
Bad
debt written-off
-
Ending balance
$ ( 1,332,224 )
$ ( 46,149 )
7.
Advances and prepayments to suppliers
Prepayments
include investment deposit to guarantee its investment contracts and advance payment to suppliers and vendors for the procurement of
raw materials. Prepayments consist of the following:
09/30/2021
12/31/2020
Investment deposit
$ -
$ 3,061,568
Payment to suppliers and vendors
6,988,312
2,860,994
Total
$ 6,988,312
$ 5,922,562
8.
Inventories
Inventories
consisted of the following as of September 30, 2021 and December 31, 2020
9/30/2021
12/31/2020
Raw materials
$ 2,489,770
$ 240,468
Inventory of supplies
14,174
13,873
Work in progress
3,680,726
1,991,749
Finished
goods
1,706,679
5,538
Total
$ 7,891,349
$ 2,251,628
9.
Plant and Equipment
Plant,
and equipment consisted of the following as of September 30, 2021 and December 31, 2020:
09/30/2021
12/31/2020
At Cost:
Buildings
$ 17,253,512
$ 3,952,207
Machinery
and equipment
11,473,978
1,103,152
Office
equipment
533,149
82,670
Motor
vehicles
1,710,756
161,590
30,971,395
5,299,619
Less :
Impairment
( 815,298 )
-
Less :
Accumulated depreciation
( 9,501,829 )
( 702,982 )
20,654,268
4,596,637
Construction
in progress
2,210,466
-
$ 22,864,734
$ 4,596,637
Depreciation
expense for the nine months ended September 30, 2021 and 2020 was $ 1,540,008 and $ 249,342 respectively.
F- 18
10.
Intangible Assets
09/30/2021
12/31/2020
At Cost:
Land use rights
4,052,159
801,170
Software licenses
85,758
56,949
Trademark
976,061
955,974
$ 5,113,978
$ 1,814,093
Less :
Accumulated amortization
( 937,945 )
( 297,626 )
$ 4,176,033
$ 1,516,467
Amortization
expense for the nine months ended September 30, 2021 and 2020 was $ 180,541 and $ 119,837 , respectively.
11.
Prepayment for real-estates investments
The
Company purchased a real-estates, a commercial complex, for investments purpose. The company paid $ 7,308,724 for the commercial complex
to the seller, Lucky Sky, on April 22, 2021.
12.
Other payable
As
of September 30, 2021, the balance of other payable was $ 5,678,455 in which $ 2,570,409 are payable to the former related party of Jilin
Chuangyuan Chemical Co., Ltd. Other payables are those nontrade payables arising from transactions between the Company and certain third
parties.
13.
Related Parties Transaction
As
of September 30, 2021 and December 31, 2020, the outstanding balance due from related parties was $ 8,337,546 and $ 0 respectively. The
outstanding balance of $ 3,854,812 was due from Mr. Cai Xiaodong, the shareholder of the Anhui Ansheng Petrochemical Equipment Co., Ltd.
The outstanding balance of $ 1,696,117 was due from Mr. Chen Yongsheng, the legal representative of Jilin Chuangyuan Chemical Co., Ltd.
The outstanding balance of $ 2,324,860 was due from Wuxi Xinganbang Petrochemical Equipment Co., Ltd. These above nontrade receivables
arising from transactions between the Company and certain related parties, such as loans to these related parties. These loans are unsecured,
non-interest bearing and due on demand.
As
of September 30, 2021 and December 31, 2020, the outstanding balance due to related parties was $ 4,048,288 and $ 19,850 respectively.
The outstanding balance of $ 1,059,302 as of September 30, 2021, was due to Ms. Yan Yan, the spouse of the legal representative of Jilin
Chuangyuan Chemical Co., Ltd. The outstanding balance of $ 2,054,181 as of September 30, 2021, was due to Mr. Su Lei, the executive of
Anhui Ansheng Petrochemical Equipment Co., Ltd. The balance was advanced for working capital of the Company, non-interest bearing, and
unsecured unless further disclosed.
14.
Goodwill
The
changes in the carrying amount of goodwill by reportable segment are as follows :
Balance as of December 31,
2019
Ansheng
Fast
JSSH
JLCY
Goodwill acquired
through acquisition
$ -
$ 4,679,940
$ -
$ -
Goodwill
impairment
-
( 2,339,829 )
-
-
Balance as of December 31,
2020
10,263,937
2,340,111
-
-
Goodwill
acquired through acquisition
-
-
923,313
3,191,897
Balance
as of September, 2021
$ 10,263,937
$ 2,340,111
$ 923,313
3,191,897
F- 19
15.
Bank Loans
The
outstanding balances on short-term bank loans consisted of the following:
Lender
Maturities
Weighted
average
interest rate
09/30/2021
12/31/2020
Rural
Credit Cooperatives of Jilin Province, Jilin Branch
Due in November 2021
7.83 %
3,854,813
-
Anhui
Langxi Rural Commercial Bank Co., Ltd.
Due in December 2021
3.85 %
2,852,561
-
Langxi
County Sichuang Science and Technology Pioneer Park Development Co., Ltd.
Due in December 2021
10 %
38,098
-
Industrial
and Commercial Bank Of China, Jingshan Branch
Due in December 2021
4.45 %
462,577
-
Fast-Government
of Canada
Due in December 2021
zero
%
47,046
-
7,255,095
-
Buildings
and land use rights in the amount of $ 10,178,520 are used as collateral for Jiling Branch. The short-term bank loan which is denominated
in Renminbi, was primarily obtained for general working capital.
The
short-term bank loan from Anhui Langxi Rural Commercial Bank Co., Ltd., which Langxi County Sme Financing Guarantee Co., Ltd. undertook
the guarantee responsibility, was a credit loan.
The
production facilities and its equipment in the amount of $ 459,777 were used as collateral for the loan from Langxi County Sichuang Science
and Technology Pioneer Park Development Co., Ltd. The total assets of the entity, Wuxi Xinganbang Petrochemical Equipment Co., Ltd.,
were used as collateral for the remaining amount of the loan.
Loan
from Industrial and Commercial Bank Of China, Jingshan Branch was line of credit obtained for general working capital.
F- 20
16.
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 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 and
online advertising.
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 approximately $ 1.75 million and the compensation expenses are to be recognized in the fiscal year 2020 because there is no
employee’s requisite service period requirement.
On
January 4, 2021, the Company issued an aggregate of 2,200,000 shares of its common stock to the original shareholders of Jingshan Sanhe
Luckysky New Energy Technologies Co., Ltd. in exchange for the transfer of 85 % of the equity interests of Jingshan Sanhe Luckysky New
Energy Technologies Co., Ltd. to the Company.
On
January 26, 2021, the Company entered into a Securities Purchase Agreement, pursuant to which three individuals residing in the People’s
Republic of China agreed to purchase an aggregate of 2,700,000 shares of the Company’s common stock, par value $ 0.001 per share,
for an aggregate purchase price of $ 6,750,000 , representing a purchase price of $ 2.50 per Share.
On
March 9, 2021, the Company issued an aggregate of 3,300,000 shares of common stock of the Company to the original shareholder 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
Company.
On
April 26, 2021, the Company has entered into a Share Purchase Agreement with three investors, Pursuant to the agreement, the Company
will receive gross proceeds of $ 7,600,000 in the aggregate, in exchange for the issuance of an aggregate of 4,000,000 shares of the Company’s
common stock, representing a purchase price of approximately $ 1.90 per share.
On
July 15, 2021, the Company has issued an aggregate of 4,800,000 shares of common stock of the Company to the equity holders of Anhui
Ansheng Petrochemical Equipment Co., Ltd. in exchange for the transfer of 66 % of the equity interest of Anhui Ansheng Petrochemical Equipment
Co., Ltd. to the Company.
On
July 30, 2021, the Company issued a total of 872,000 ordinary shares to seven employees of the Company. Total fair value of these ordinary
shares was approximately $ 1.16 million and the compensation expenses are to be recognized in the fiscal year 2021 because there is no
employee’s requisite service period requirement.
As
of September 30, 2021, there were 29,681,930 shares of common stock outstanding.
F- 21
17.
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 for the nine months ended
September 30, 2021 and 2020:
09/30/2021
09/30/2020
Loss attributed
to PRC operations
$ ( 3,279,874 )
$ ( 187,799 )
Loss attributed to U.S. operations
( 1,360,067 )
( 248,155 )
Income
attributed to Canada operations
( 418,288 )
( 297,232 )
Loss
before tax
$ ( 5,058,229 )
$ ( 733,186 )
PRC Statutory Tax at 25% Rate
( 1,264,557 )
( 183,296 )
Effect of tax exemption granted
-
-
Valuation
allowance
1,264,704
183,296
Income
tax
$ 147
$ -
Per
Share Effect of Tax Exemption
Effect of tax exemption granted
$ -
$ -
Weighted-Average
Shares Outstanding Basic
23,082,956
8,332,697
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 September
30, 2021 and 2020:
09/30/2021
09/30/2020
U.S. federal statutory
income tax rate
21 %
21 %
Higher (lower) rates in PRC,
net
4 %
4 %
Non-recognized
deferred tax benefits in the PRC
( 25 )%
( 25 )%
The Company’s
effective tax rate
0 %
0 %
18.
Earnings/(Loss) Per Share
Components
of basic and diluted earnings per share were as follows:
For
the nine months ended
September
30,
2021
2020
Loss from operations
attributable to common stockholders
$ ( 4,732,412 )
( 8,902,923 )
Basic and diluted (loss) earnings
per share denominator:
Original Shares:
11,809,930
7,877,765
Additions
from Actual Events -issuance of common stock for acquisition
2,175,824
Additions
from Actual Events -issuance of common stock for cash
2,452,747
795,205
Additions
from Actual Events -issuance of common stock for acquisition
2,490,110
438,904
Additions
from Actual Events -issuance of common stock for cash
2,564,103
Additions
from Actual Events -issuance of common stock for acquisition
1,389,011
Additions
from Actual Events -issuance of common stock for employee compensation
201,231
Basic Weighted Average
Shares Outstanding
23,082,956
9,111,874
Income/(loss) per share -
Basic and diluted
$ ( 0.21 )
( 0.98 )
Weighted Average Shares Outstanding- Basic and diluted
23,082,956
9,111,874
F- 22
19.
Concentrations
Customers
Concentrations:
The
following table sets forth information as to each customer that accounted for 10 % or more of the Company’s revenues for the nine
months ended September 30, 2021 and 2020.
For
the periods ended
Customers
September
30, 2021
September
30, 2020
Amount
$
%
Amount
$
%
A
2,218,627
11
-
-
B
2,105,918
11
-
-
C
-
-
1,580,671
64
D
-
-
591,282
24
E
-
-
281,786
11
Suppliers
Concentrations
The
following table sets forth information as to each supplier that accounted for 10 % or more of the Company’s purchase for the nine
months ended September 30, 2021 and 2020.
For
the periods ended
Suppliers
September
30, 2021
September
30, 2020
Amount
$
%
Amount
$
%
A
6,974,422
37
-
-
B
-
-
332,361
46
C
-
-
230,050
32
D
-
-
181,356
25
20.
Lease commitments
Effective
December 31, 2018, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the package of practical expedients
that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification
for any expired or existing leases and (3) initial direct costs for any expired or existing leases. The Company adopted the practical
expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. The impact of the adoption
on December 31, 2018 increased the right-of-uses and lease liabilities by approximately $ 1.65 million.
The
Company had a land, facilities and factory lease agreement with a 5 -year lease term starting in April 2018 until April 2023. Upon adoption
of ASU 2016-02, the Company recognized lease liabilities of approximately $1.65 million, with corresponding Right-of-Use (ROU) assets
of the same amount based on the present value of the future minimum rental payments of the new lease, using an effective interest rate
of 4.75%, which is determined using an incremental borrowing rate.
The
weighted average remaining lease term of its existing leases is 1.58 years.
The
Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
For
the three months ended September 30, 2021 and 2020, rent expenses amounted to $ 109,996 and $ 109,202 , respectively.
For
the nine months ended September 30, 2021 and 2020, rent expenses amounted to $ 329,989 and $ 327,605 , respectively.
The
five-year maturity of the Company’s lease obligations is presented below:
Twelve months
ended December 31,
Operating
lease
amount
2021
$ 109,996
2022
439,985
2023
146,662
Total lease payment
696,643
Less:
interest
( 86,833 )
Present value of lease
liabilities
$ 609,810
F- 23
21.
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 factors, the primary measure being income from operations.
The
Company’s main business segment and operations are Jingshan Sanhe, Anhui Ansheng, Jilin Chuangyuan, Xianning Bozhuang and Fast
Approach. The Company’s consolidated results of operations and consolidated financial position from continuing operations are almost
all attributable to Jingshan Sanhe, Anhui Ansheng, Jilin Chuangyuan, Xianning Bozhuang and Fast Approach. Accordingly, management believes
that the consolidated balance sheets and statement of operations provide the relevant information to assess Jingshan Sanhe, Anhui Ansheng,
Jilin Chuangyuan, Xianning Bozhuang and Fast Approach’s performance.
Segment
reporting
09/30/2021
12/31/2020
Fast Approach
and Shanghai Shuning
$ 285,564
$ 572,509
Xianning Bozhuang
10,856,503
11,968,553
Jingshan Sanhe
6,255,511
-
Anhui Ansheng
17,142,943
Jilin Chuangyuan
18,297,162
-
Jiayi Technologies (Xianning)
Co., Ltd.
11,975,453
6,563,580
Planet Green Holdings Corporation
(BVI)
-
-
Planet Green Holdings Corporation
(Nevada)
14,769,274
853,486
Lucky
Sky Planet Green Holdings Co., Limited (H.K.).
2,003,845
2,012,228
Total
Assets
$ 81,586,255
$ 21,970,355
22.
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 is subject to
interest rate risk when short term loans become due and require refinancing.
C.
Economic and political risks
The
Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results
of operations may be influenced by changes in the political, economic, and legal environments in the PRC.
23.
Subsequent Events
The
Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There
are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed
at the dates of the balance sheets, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized,
or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to
that date. The Company has analyzed its operations subsequent to September 30, 2021 to the date these unaudited condensed consolidated
financial statements were issued, and has determined that it does not have any material events to disclose.
F- 24
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW
We
are headquartered in Flushing, NY. After a series of acquisitions and dispositions in 2021 and 2020, our primary business, which is carried
out by Jingshan Sanhe, Jilin Chuangyuan, Anhui Ansheng, Fast Approach Inc. and Xianning Bozhuang, is:
●
To manufacture
and distribute tea products;
●
To manufacture and sell
high-grade synthetic fuel products;
●
To
manufacture and sell f ormaldehyde, urea-formaldehyde
glue, methylal, and clean fuel oil;
●
To manufacture and sell the barrier and explosion-proof
skid-mounted refueling devices, SF double-layer buried oil storage tank;
●
To provide demand side
platform and online advertising services;
Going
Concern
The accompanying unaudited condensed consolidated financial statements
have been prepared assuming that the Company will continue as a going concern; however, the Company has incurred a net loss of $5,058,376
for the nine months ended September 30, 2021. As of September 30, 2021, the Company had an accumulated deficit of $89,064,309; its net
cash used in operating activities for the nine months ended September 30, 2021 was $13,006,187.
The
Company plans to continue its expansion and investments, which will require continued improvements in revenue, net income, and cash flows.
Results
of Operations
Three
months ended September 30, 2021 Compared to three months ended September 30, 2020
Three
months ended
Increase
/
Increase
/
September
30,
Decrease
Decrease
(In
Thousands of USD)
2021
2020
($)
(%)
Net revenues
8,484
1,204
7,280
605
Cost of revenues
7,133
515
6,618
1,285
Gross profit
1,351
689
662
96
Operating expenses:
Selling and marketing expenses
454
57
397
696
General and administrative
expenses
3,237
705
2,532
359
Operating loss
(2,340 )
(73 )
(2,267 )
3,105
Interest income (expenses),
net
139
3
(142 )
(981 )
Other income
118
79
39
50
Other expenses
(39 )
(34 )
5
15
Loss on disposal
-
(8,170 )
8,170
(100 )
(Loss) income before tax
(2,400 )
(8,195 )
5,795
(71 )
Income tax expense/(income)
-
-
-
-
Net loss
(2,400 )
(8,195 )
5,795
(71 )
The
following table summarizes the results of our operations during the three-month periods ended September 30, 2021 and September 30, 2020,
respectively, and provides information regarding the dollar and percentage increase or (decrease) from the three-month period ended September
30, 2021 compared to the three month period ended September 30, 2020:
Net
Revenues . Our net revenues for the three months ended September 30, 2021 amounted to $8.48 million, which represents an increase
of approximately $7.28million, or 605%, from $1.20 million for the three months ended September 30, 2020. This increase was attributable
to the acquisition of certain subsidiaries and VIEs.
2
Cost
of Revenues. During the three months ended September 30, 2021, we experienced an increase in cost of revenue of $6.62 million or
1285%, in comparison to the three months ended September 30, 2020, from approximately $0.5 million to $7.13 million. This increase was
related to the acquisition of certain subsidiaries and VIEs.
Gross
Profit . Our gross profit increased by $0.66 million, or 96%, to $1.35 million for the three months ended September 30, 2021 from
$0.7 million for the three months ended September 30, 2020. This increase was mainly due to the reasons mentioned above, attributable
to the acquisition of certain subsidiaries and VIEs.
Operating
Expenses
Selling
and Marketing Expenses. Our selling and marketing expenses increased by $0.39 million, or 650%, to $ 0.45 million for the three months
ended September 30, 2021 from $0.06 million for the three months ended September 30, 2020. This increase was mainly due to our effort
to expand our business.
General
and Administrative Expenses. We experienced an increase in general and administrative expense of $2.53 million from $0.71 million
to approximately $3.24 million for the three months ended September 30, 2021, compared to the three months ended September 30, 2020.
This cost increase was mainly due to the cost incurred by issuing stock under the incentive stock plan.
Net
Loss
Our
net loss decreased by $5.80 million, or 71%, to a net loss of $2.40 million for three months ended September 30, 2021 from $8.20 million
in net loss for the three months ended September 30, 2020. Such loss was primarily the result of the disposal of certain subsidiaries
and VIEs.
Nine
Months Ended September 30, 2021 Compared to nine months Ended September 30, 2020
The
following table summarizes the results of our operations during the nine-month periods ended September 30, 2021 and September 30, 2020,
respectively, and provides information regarding the dollar and percentage increase or (decrease) from the nine month period ended September
30, 2021 compared to the nine month period ended September 30, 2020:
Nine
months ended
Increase
/
Increase
/
September
30,
Decrease
Decrease
(In
Thousands of USD)
2021
2020
($)
(%)
Net revenues
15,597
2,472
13,125
531
Cost of revenues
13,750
1,622
12,128
748
Gross profit
1,847
850
997
117
Operating expenses:
Selling and marketing expenses
974
84
890
1,060
General and administrative
expenses
5,905
1,253
4,652
371
Operating loss
(5,032 )
(487 )
(4,545 )
933
Interest income (expenses),
net
(343 )
7
(350 )
(5,000 )
Other income
357
81
276
341
Other expenses
(41 )
(184 )
143
(78 )
Loss on disposal
-
(8,321 )
8,321
(100 )
(Loss) income before tax
(5,059 )
(8,904 )
3,845
(43 )
Income tax expense/(income)
-
-
-
-
Net loss
(5,059 )
(8,904 )
3,845
(43 )
Net
Revenues . Our net revenues for the nine months ended September 30, 2021 amounted to $15.6 million, which represents an increase of
approximately $13.1 million, or 531%, from $2.47 million for the nine months ended September 30, 2020. This increase was attributable
to the acquisition of certain subsidiaries and VIEs.
Cost
of Revenues. During the nine months ended September 30, 2021, we experienced an increase in cost of revenue of $13.8 million or 748%,
in comparison to the nine months ended September, 2020, from approximately $1.62 million to $12.1 million. This increase was related
to the acquisition of certain subsidiaries and VIEs.
Gross
Profit . Our gross profit increased by $1.00million, or 117%, to $1.85 million for the nine months ended September 30, 2021 from $0.85million
for the nine months ended September 30, 2020. This increase was mainly due to the reasons mentioned above, attributable to the acquisition
of certain subsidiaries and VIEs.
3
Operating
Expenses
Selling
and Marketing Expenses. Our selling and marketing expenses increased by $0.89 million, or 1060%, to $0.97 million for the nine months
ended September 30, 2021 from $0.08 million for the nine months ended September 30, 2020. This increase was mainly due to our effort
to expand our business.
General
and Administrative Expenses. We experienced an increase in general and administrative expense of $4.65 million from $1.25 million
to approximately $5.90 million for the nine months ended September 30, 2021, compared to the nine months ended September 30, 2020. This
cost increase was mainly due to the increase in intermediary service fees.
Net
Loss
Our
net loss decreased by $3.85 million, or 43%, to a net loss of $5.06 million for nine months ended September 30, 2021 from $8.9 million
in net loss for the nine months ended September 30, 2020. Such decrease was primarily the result of the acquisition of certain subsidiaries
and VIEs
Liquidity
and Capital Resources
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 2021, our primary sources of financing have been cash generated from operations and private placements.
On
January 26, 2021, the Company entered into a Securities Purchase Agreement, pursuant to which three individuals residing in the People’s
Republic of China agreed to purchase an aggregate of 2,700,000 shares of the Company’s common stock, par value $0.001 per share,
for an aggregate purchase price of $6,750,000, representing a purchase price of $2.50 per Share.
On
April 26, 2021, the Company has entered into a Share Purchase Agreement with three investors, Pursuant to the agreement, the Company
will receive gross proceeds of $7,600,000 in the aggregate, in exchange for the issuance of an aggregate of 4,000,000 shares of the Company’s
common stock, representing a purchase price of approximately $1.90 per share.
Management
anticipates that our existing capital resources and anticipated cash flows from operations are adequate to satisfy our liquidity requirements
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 private placements.
As of September 30, 2021, we had cash and cash equivalents (including
restricted cash) of $0.76 million compared to $3.42 million as of December 31, 2020. The debt to assets ratio was 32.7% and 33.0%
as of September 30, 2021 and December 31, 2020, We expect to continue to finance our operations and working capital needs in 2021 from
cash generated from operations and, if needed, private financings. Suppose available liquidity is not sufficient to meet our operating
and loan obligations as they come due. In that case, our plans include pursuing alternative financing arrangements or reducing expenditures
as necessary to meet our cash requirements. However, there is no assurance that we will raise additional capital or reduce discretionary
spending to provide liquidity if needed. We cannot be sure of the availability or terms of any alternative financing arrangements.
The
following table provides detailed information about our net cash flow for all financial statement periods presented in this report.
4
Cash
Flows Data:
For the nine months ended September 30,
(In thousands of U.S. dollars)
2021
2020
Net cash flows used in operating activities
(13,006,187 )
(5,143,910 )
Net cash flows used in investing activities
(42,350 )
(416,196 )
Net cash flows provided by financing activities
9,812,118
3,661,475
Operating
Activities
Net cash used in operating activities was $13.01 million and $5.14
million for the nine months ended September 30, 2021 and 2020, respectively. The increase in net cash used in operating activities was
mainly due to an increase of $3.94 million in inventories, an increase of $6.12 million in the prepayments and other current assets, the
net effect of acquisition of subsidiaries and decrease net loss from $8.90 million to $5.06 million.
Investing
Activities
Net
cash used in investing activities for nine months ended September 30, 2021 was $0.04 million, representing a decrease of $0.4 million
in net cash used in investing activities from $0.41 million for the same period of 2020. This is mainly due to there is no significant
purchase of fixed assets in 2021.
Financing
Activities
Net cash provided by financing activities for the nine months ended
September 30, 2021, was $9.81 million, representing an increase of $6.30 million in net cash provided by financing activities from $3.66
million for the same period of 2020. This is mainly due to the proceeds from issuance of common 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 to that,
and related disclosures of commitments contingencies, if any.
We
consider our critical accounting policies to require the more significant judgments and estimates in the preparation of financial statements,
including those outlined in Note 2 to the financial statements included herein.
The
Company has evaluated the timing and the impact of the guidance above on the financial statements.
As
of September 30, 2021, there were no other recently issued accounting standards not yet adopted that would or could have a material effect
on the Company’s consolidated financial statements.
Off-Balance
Sheet Arrangements
We
do not have any off-balance arrangements.
5
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
applicable.
ITEM
4. CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures
We
maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information
required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in
the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As
required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated
the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2021. Based on that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2021, and as of the date that the evaluation
of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were not effective
due to the continuing material weakness in our internal control over financial reporting. We have not identified additional material
weaknesses since such time.
The
material weakness and significant deficiency identified by our management as of September 30, 2021 related to the ability of the Company
to record transactions and provide disclosures in accordance with GAAP. We did not have sufficient and skilled accounting personnel with
an appropriate level of experience in the application of 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 United States, have
not attended United States institutions for training as accountants, and have not attended extended educational programs that would provide
sufficient relevant education relating to GAAP. Our staff will require substantial training to meet the demands of a U.S. public company
and our staff’s understanding of the requirements of GAAP-based reporting is inadequate.
We
have commenced providing GAAP training sessions to our accounting team. The training sessions are organized to help our corporate accounting
team gain experience in GAAP reporting and to enhance their awareness of new and emerging pronouncements with potential impact over 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 future.
C hanges
in Internal Controls over Financial Reporting.
During
the nine months ended September 30, 2021, there were no changes in our internal control over financial reporting identified in connection
with the evaluation performed during the period covered by this 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 GAAP. Our internal control over financial reporting
includes those policies and procedures that:
(i)
pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
(ii)
provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts
and expenditures are being made only in accordance with 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 the financial statements.
Management,
including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or detect
all errors and all fraud. A control system, no matter how well designed and operated, 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 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 fraud, if any, have
been detected. Also, 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 business conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
6
PART
II. OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
None.
ITEM
1A. RISK FACTORS
We
are a smaller reporting company and accordingly we are not required to provide information required by this Item.
Notwithstanding
the foregoing, the Company provides additional risk factor disclosures set forth below for investors to consider in connection with reviewing
our businesses and considering investing in our securities.
We
are a holding company with no material operations of our own, we conduct a substantial majority of our operations through our subsidiaries
established in the PRC and operated as variable interest entities (VIE). We control and receive the economic benefits of our VIE’s
business operations through certain contractual arrangements. If the PRC government deems that the VIE arrangements in relation to our
VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the
interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests
in those operations.
Planet
Green is a Nevada company established in 1986 and is headquartered in Flushing, New York. We are a diversified technology, consumer products
and chemical products company with presence in North America and China through its subsidiaries and VIE entities.
On
July 30, 2021, the Chairman of the SEC issued a statement highlighting potential issues resulting from recent China regulatory changes
and guidance that may impact investors’ investments in China based entities. According to the SEC Chairman, the People’s
Republic of China provided new guidance to and placed restrictions on China-based companies raising capital offshore, including through
associated offshore shell companies. These developments include China government-led cybersecurity reviews of certain companies raising
capital through offshore entities. This is relevant to U.S. investors. In a number of sectors in China, companies are not allowed to
have foreign ownership and cannot directly list on exchanges outside of China. To raise money on such exchanges, many China-based operating
companies are structured as Variable Interest Entities (VIEs). In such an arrangement, a China-based operating company typically establishes
an offshore shell company in another jurisdiction, such as the Cayman Islands, to issue stock to public shareholders. For U.S. investors,
this arrangement creates “exposure” to the China-based operating company, though only through a series of service contracts
and other contracts. To be clear, though, neither the investors in the shell company’s stock, nor the offshore shell company itself,
has stock ownership in the China-based operating company.”
On
March 15, 2019, the National People’s Congress approved the Foreign Investment Law, which took effect on January 1, 2020 and replaced
three existing laws on foreign investments in China, namely, the PRC Equity Joint Venture Law, the PRC Cooperative Joint Venture Law
and the Wholly Foreign-owned Enterprise Law, together with their implementation rules and ancillary regulations. The Foreign Investment
Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international
practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic invested enterprises in
China. The Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration
of foreign investments in view of investment protection and fair competition.
According
to the China Foreign Investment Law, “foreign investment” refers to investment activities directly or indirectly conducted
by one or more natural persons, business entities, or otherwise organizations of a foreign country (collectively referred to as “foreign
investor”) within China, and the investment activities include the following situations: (i) a foreign investor, individually or
collectively with other investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares,
equity shares, shares in assets, or other like rights and interests of an enterprise within China; (iii) a foreign investor, individually
or collectively with other investors, invests in a new project within China; and (iv) investments in other means as provided by laws,
administrative regulations, or the State Council. The “variable interest entity” structure, or VIE structure, has been adopted
by many PRC-based companies, including us, to obtain necessary licenses and permits in the industries that are currently subject to foreign
investment restrictions in China. Under the Foreign Investment Law, variable interest entities that are controlled via contractual arrangement
would also be deemed as FIEs, if they are ultimately “controlled” by foreign investors. Therefore, for any companies with
a VIE structure in an industry category that is included in the “negative list” as restricted industry, the VIE structure
may be deemed legitimate only if the ultimate controlling person(s) is/are of PRC nationality (either PRC companies or PRC citizens).
Conversely, if the actual controlling person(s) is/are of foreign nationalities, then the variable interest entities will be treated
as FIEs and any operation in the industry category on the “negative list” without market entry clearance may be considered
as illegal.
7
The
Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through
regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those
relating to taxation, cyber security, environmental regulations, land use rights, property and other matters. The central or local governments
of jurisdictions such a China may impose new, stricter regulations or interpretations of existing regulations that would require additional
expenditures and efforts on our part to ensure our compliance with such regulations or interpretations or require us to relinquish ownership
rights in some or all of our VIEs.
Although
the Company is currently not required to obtain permission from any of the PRC federal or local government to obtain permission and has
not received any denial to list its securities on any U.S. securities exchange, it is uncertain when and whether the Company will be
required to obtain permission from the PRC government to continue to list on U.S. exchanges in the future.
We
rely on contractual arrangements with our VIEs and their shareholders for a large portion of our business operations. These arrangements
may not be as effective as direct ownership in providing operational control. Any failure by our VIEs or their shareholders to perform
their obligations under such contractual arrangements would have a material and adverse effect on our business.
We
have relied and expect to continue relying on contractual arrangements with our VIEs and their shareholders to operate our businesses
in China and generate revenues.
These
contractual arrangements may not be as effective as direct ownership in providing us with control over our VIEs. For example, our VIEs
and their shareholders could breach their contractual arrangements with us by, among other things, failing to conduct their operations
in an acceptable manner or taking other actions that are detrimental to our interests. If we had direct ownership of our VIEs, we would
be able to exercise our rights as a shareholder to effect changes in the board of directors of our VIEs, which in turn could implement
changes, subject to any applicable fiduciary obligations, at the management and operational level. However, under the current contractual
arrangements, we rely on the performance by our VIEs and their shareholders of their obligations under the contracts to exercise control
over our VIEs. The shareholders of our consolidated VIEs may not act in the best interests of our company or may not perform their obligations
under these contracts. Such risks exist throughout the period in which we intend to operate certain portions of our business through
the contractual arrangements with our VIEs.
If
our VIEs or their shareholders fail to perform their respective obligations under the contractual arrangements, we may have difficulty
in enforcing any rights the Company may have under the VIE Agreements in PRC and have to incur substantial costs and expend additional
resources to enforce such arrangements. For example, if the shareholders of our VIEs refuse to transfer their equity interest in our
VIEs to us or our designee if we exercise the purchase option pursuant to these contractual arrangements, or if they otherwise act in
bad faith toward us, then we may have to take legal actions to compel them to perform their contractual obligations. In addition, if
any third parties claim any interest in such shareholders’ equity interests in our VIEs, our ability to exercise shareholders’
rights or foreclose the share pledge according to the contractual arrangements may be impaired. If these or other disputes between the
shareholders of our VIEs and third parties were to impair our control over our VIEs, our ability to consolidate the financial results
of our VIEs would be affected, which would in turn result in a material adverse effect on our business, operations and financial condition.
There
are uncertainties under the PRC laws relating to the procedures for U.S. regulators to investigate and collect evidence from companies
located in the PRC.
According
to Article 177 of the newly amended PRC Securities Law which became effective in March 2020 (the “Article 177”), the securities
regulatory authority of the PRC State Council may collaborate with securities regulatory authorities of other countries or regions in
order to monitor and oversee cross border securities activities. Article 177 further provides that overseas securities regulatory authorities
are not allowed to carry out investigation and evidence collection directly within the territory of the PRC, and that any Chinese entities
and individuals are not allowed to provide documents or materials related to securities business activities to overseas agencies without
prior consent of the securities regulatory authority of the PRC State Council and the competent departments of the PRC State Council.
8
Our
principal business operations are conducted in the PRC. In the event that the U.S. regulators carry out investigation on us and there
is a need to conduct investigation or collect evidence within the territory of the PRC, the U.S. regulators may not be able to carry
out such investigation or evidence collection directly in the PRC under the PRC laws. The U.S. regulators may consider cross-border cooperation
with securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or regulatory cooperation mechanism
established with the securities regulatory authority of the PRC., although there can be no assurance that such cooperation will be granted.
From time to time, the Company may receive requests from certain U.S. agencies to investigate or inspect the Company’s operations
or to otherwise provide information. While the Company will be compliant with these requests from these regulators, there is no guarantee
that such requests will be honored by those entities who provide services to us or with whom we associate, especially as those entities
are located in China. Furthermore, an on-site inspection of our facilities by any of these regulators may be limited or entirely prohibited.
Such inspections, though permitted by the Company and its affiliates, are subject to the capricious nature of Chinese enforcers and may
therefore be impossible to facilitate. A result, U.S. investors may not have available to them certain protections otherwise available
to investors in U.S. based public companies.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On
July 15, 2021, the Company and Jiayi Technologies, a subsidiary of the Company, entered into a share exchange agreement with Anhui Ansheng
Petrochemical, and each of shareholders of Ansheng Petrochemical, pursuant to which, the Company issued an aggregate of 4,800,000 shares
of common stock, par value $0.001 per share, of the Company, in in exchange for the acquisition of 66% of the outstanding equity interests
of Anhui Ansheng.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
ITEM
5. OTHER INFORMATION
None.
9
ITEM
6. EXHIBITS
The
following exhibits are filed as part of this report.
Exhibit
No.
Description
3.1
Articles
of Incorporation of the registrant, as filed with the Nevada Secretary of State on June 15, 2009. Incorporated by reference to Exhibit
3.1 to the registrant’s registration statement on Form S-3 filed on January 29, 2010.
3.2
Certificate
of Amendment of the registrant, as filed with the Nevada Secretary of State on September 28, 2018. Incorporated by reference to Exhibit
3.1 to the registrant’s current report on Form 8-K filed on October 2, 2018.
3.3
Bylaws
of the registrant. Incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form S-3 filed on
January 29, 2010.
10.1
Share
Exchange Agreement, dated as of July 15, 2021, by and among Planet Green Holdings Corp., Anhui Ansheng Petrochemical Equipment Co.,
Ltd. and sellers named therein.***
10.2
Lock-Up
Agreement.***
10.3
Non-Competition
and Non-Solicitation Agreement.***
10.4
Consultation
and Service Agreement.***
10.5
Business
Cooperation Agreement.***
10.6
Equity
Pledge Agreement.***
10.7
Equity
Option Agreement.***
10.8
Voting
Rights Proxy and Financial Supporting Agreement.***
10.9
Employment
Agreement, dated as of June 24, 2021, by and between Planet Green Holdings Corp. and Lili Hu.*
31.1
Certification
of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2
Certification
of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1
Certification
of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.**
32.2
Certification
of Principal 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
Inline XBRL Instance Document.*
101.SCH
Inline XBRL Taxonomy Extension Schema Document.*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
Document.*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
Document.*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
Document.*
104
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101).*
*
Filed herewith.
**
Furnished herewith.
***
Previously filed as an
exhibit to the company’s Form 8-K filed with the Securities and Exchange Commission on July 16, 2021.
10
SIGNATURES
Pursuant
to the requirements 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.
Date: November 15, 2021
PLANET GREEN HOLDINGS CORP.
/s/ Bin Zhou
Bin Zhou
Chief Executive Officer
(Principal Executive Officer)
/s/ Lili Hu
Lili Hu
Chief Financial Officer
(Principal Financial and Accounting Officer)
11
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.