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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-03-31 · 1653 added, 1151 removed, 236 unchanged (92% of the section changed)

CONTROLS AND PROCEDURES

Controls and Procedures

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

required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer,

evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2020.

Based on that evaluation, our Chief

Executive Officer and Chief Financial Officer concluded that as of December 31, 2020, our disclosure controls and procedures were

not effective due to the material weakness in our internal control over financial reporting described below.

Controls over Financial Reporting

Management’s

Annual Report on Internal Control over Financial Reporting.

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is

defined in Rule 13a-15(f) of the Exchange Act.

Under the supervision and with the participation of our management, including our

Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over

financial reporting based upon the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO).

Based on that evaluation, our management concluded that, as of December 31, 2020, our internal

controls over financial reporting were not effective.

material weakness and significant deficiency identified by our management as of December 31, 2020, relates to the ability of the

Company to record transactions and provide disclosures in accordance with generally accepted accounting principles in the United

States (“U.S.

GAAP”).

We did not have sufficient and skilled accounting personnel with an appropriate level of experience

in the application of U.S.

GAAP commensurate with our financial reporting requirements.

For example, our staff members do not

hold licenses such as Certified Public Accountant or Certified Management Accountant in the U.S., have not attended U.S.

for training as accountants, and have not attended extended educational programs that would provide sufficient relevant education

relating to U.S.

Our staff will require substantial training to meet the demands of a U.S.

public company and our staff’s

understanding of the requirements of U.S.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule

13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded,

processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is

accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate,

to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, our management,

including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures

as of December 31, 2021.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December

31, 2021, our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial

reporting described below.

Internal Controls over Financial Reporting

Management’s Annual Report on Internal Control over Financial

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.

Under the supervision and with

the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of

the effectiveness of our internal control over financial reporting based upon the framework in Internal Control-Integrated Framework

issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on that evaluation, our management concluded

that, as of December 31, 2021, our internal controls over financial reporting were not effective.

The material weakness and significant deficiency identified by our

management as of December 31, 2021, relates to the ability of the Company to record transactions and provide disclosures in accordance

with generally accepted accounting principles in the United States (“U.S.

We did not have sufficient and skilled

accounting personnel with an appropriate level of experience in the application of U.S.

GAAP commensurate with our financial reporting

requirements.

For example, our staff members do not hold licenses such as Certified Public Accountant or Certified Management Accountant

in the U.S., have not attended U.S.

institutions for training as accountants, and have not attended extended educational programs that

would provide sufficient relevant education relating to U.S.

Our staff will require substantial training to meet the demands of

public company and our staff’s understanding of the requirements of U.S.

GAAP-based reporting are inadequate.

plan to provide U.S.

Remediation Initiative

We plan to provide U.S.

GAAP training sessions to our accounting team.

The training sessions will be organized to help our corporate

accounting team gain experience in U.S.

GAAP reporting and to enhance their awareness of new and emerging pronouncements with

potential impact on our financial reporting.

We plan to continue to recruit experienced and professional accounting and financial

personnel and participate in educational seminars, tutorials, and conferences and employ more qualified accounting staff in the

in Internal Controls over Financial Reporting

than as described above, during the fiscal year ended December 31, 2020, there were no material changes in our internal control

over financial reporting identified in connection with the evaluation performed during the fiscal year covered by this annual

report that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations over Internal Controls.

internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes under U.S.

The training sessions will be organized to help our corporate accounting team gain experience in U.S.

GAAP reporting and to enhance their

awareness of new and emerging pronouncements with potential impact on our financial reporting.

We plan to continue to recruit experienced

and professional accounting and financial personnel and participate in educational seminars, tutorials, and conferences and employ more

qualified accounting staff in the future.

Changes in Internal Controls over Financial Reporting

Other than as described above, during the fiscal year ended December

31, 2021, there were no material changes in our internal control over financial reporting identified in connection with the evaluation

performed during the fiscal year covered by this annual report that has materially affected or is reasonably likely to materially affect,

our internal control over financial reporting.

includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of our assets;

reasonable assurance that transactions are recorded as necessary to permit preparation

of financial statements under U.S.

GAAP, and that our receipts and expenditures are being

made only under authorizations of our management and directors;

(iii) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use, or disposition of our assets that could affect the financial statements.

including our Chief Executive Officer and Chief Financial Officer, does not expect our internal controls to prevent or detect

all misstatements.

No matter how well designed and operated, a control system can provide only reasonable, not absolute, assurance

that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are

resource constraints, and the benefits of such controls must be considered relative to their costs.

Because of the inherent limitations

in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances

of misstatements, if any, have been detected or prevented.

Also, projections of any evaluation of the effectiveness of controls

in future periods are subject to the risk that those internal controls may become inadequate because of changes in conditions

or that the degree of compliance with the policies or procedures may deteriorate.

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

Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements under U.S.

GAAP, and that our receipts and

expenditures are being made only under authorizations of our management and directors;

(iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could affect the

financial statements.

Management, including our Chief Executive Officer and Chief Financial

Officer, does not expect our internal controls to prevent or detect all misstatements.

No matter how well designed and operated, a control

system can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of

a control system must reflect the fact that there are resource constraints, and the benefits of such controls must be considered relative

to their costs.

Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance

that all control issues and instances of misstatements, if any, have been detected or prevented.

Also, projections of any evaluation

of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because

of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not Applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

following table sets forth the name, age and position of each of our current directors and officers.

and Chief Executive Officer

Chief Financial

Bin Zhou has served as a director of the Company since May 2019.

He has served as chairman of the board of directors of Xianning

Bozhuang since March 2019.

Directors and Officers

The following table sets forth the name, age and position of each

of our current directors and officers.

Chairman and Chief Executive Officer

Chief Financial Officer

King Fai Leung

Bin Zhou has served as a director of the Company since

May 2019 and served as our Chief Executive Officer and Chairman since October 2020.

He has served as chairman of the board of directors

of Xianning Bozhuang since March 2019.

Zhou was the general manager and legal representative of Hubei Qianding Equipment Manufacturing

Co., Ltd., a mechanical equipment manufacturing company, from March 2016 to March 2019.

He also served as supervisor of Hubei

Henghao Real Estate Development Co., Ltd., a real estate development company, from April 2014 to June 2018.

Zhou received

his Bachelor of Law degree from National Judges College in Beijing, China.

Lili Hu was appointed to serve as the Chief Financial Officer of the Company in June 2019.

She has over ten years of accounting

Hu has served as the financial director of Xianning Bozhuang Tea Products Co., Ltd., a wholly-owned subsidiary

of the Company, since July 2018.

He also served as supervisor of Hubei Henghao

Real Estate Development Co., Ltd., a real estate development company, from April 2014 to June 2018.

Zhou received his Bachelor of

Law degree from National Judges College in Beijing, China.

Lili Hu was appointed to serve as the Chief Financial Officer

of the Company in June 2019.

She has over ten years of accounting experience.

Hu has served as the financial director of Xianning

Bozhuang Tea Products Co., Ltd., a wholly-owned subsidiary of the Company, since July 2018.

From June 2016 to June 2018, Ms.

Hu worked as an audit project manager with Hubei Puhua Lixin

LLP, an audit firm in Hubei, China.

as an audit project manager with Hubei Puhua Lixin LLP, an audit firm in Hubei, China.

From May 2014 to May 2016, Ms.

Hu was a financial manager of Houfu Medical Device Co., Ltd.,

a medical device company in China.

Hu was a financial

manager of Houfu Medical Device Co., Ltd., a medical device company in China.

From January 2009 to December 2013, Ms.

Hu served as the financial director of Hebei Rentian

Gaopeng Mechanical Co., Ltd., a manufacturing company in China.

Hu served as the

financial director of Hebei Rentian Gaopeng Mechanical Co., Ltd., a manufacturing company in China.

From January 2006 to June 2008, Ms.

Hu was the Chief Financial

Officer of Hubei Hongfa Telecommunications Co., Ltd., a telecommunications company in China.

Hu graduated from Hubei University

of Science and Technology with a major in accounting.

Hu was the Chief Financial Officer of Hubei Hongfa Telecommunications Co., Ltd., a telecommunications company in China.

from Hubei University of Science and Technology with a major in accounting.

Hu is a Certified Public Accountant in China.

Chao Chen has served as a director of the Company since April 2019.

She has been an attorney at Beijing QianCheng law firm

since August 2019.

Prior to that, she was an attorney at Beijing Lanpeng Law Firm from May 2015 to August 2019.

Her practice includes

litigation, mergers and acquisitions and general corporate representation.

Chen served as the legal manager of LightInTheBox

Holding Co., Ltd., an international online retail company that is listed on New York Stock Exchange, from November 2018 to January

Chao Chen has served as a director of the Company since

She has been an attorney at Beijing QianCheng law firm since August 2019.

Prior to that, she was an attorney at Beijing Lanpeng

Law Firm from May 2015 to August 2019.

Her practice includes litigation, mergers and acquisitions and general corporate representation.

Chen served as the legal manager of LightInTheBox Holding Co., Ltd., an international online retail company that is listed on New

York Stock Exchange, from November 2018 to January 2019.

From September 2013 to May 2015, Ms.

Chen served as the senior project manager of China Aviation Supplies Holding Company,

a company that provides aircraft procurement and support services on aviation supplies, and was responsible for the planning,

procurement and execution of cross-border projects.

Chen received her Master of Law degree from Beijing Institute of Technology

and her Bachelor of Law degree from Southwest University for Nationalities.

King Fai Leung has served as a director

of the Company since July 2019.

He has over 20 years’

experience in finance and accounting.

He has been the executive director of

Maxima Energy Limited, an energy company in Hong Kong, since December 2018.

He has also served as an independent director, chairman of

the audit committee and a member of the remuneration and nomination committee of Daisho Microline Holdings Ltd., a Hong Kong-based investment

holding company principally engaged in the manufacture and sales of printed circuit boards (HKG:

Chen served as the senior project manager

of China Aviation Supplies Holding Company, a company that provides aircraft procurement and support services on aviation supplies, and

was responsible for the planning, procurement and execution of cross-border projects.

Chen received her Master of Law degree from

Beijing Institute of Technology and her Bachelor of Law degree from Southwest University for Nationalities.

King Fai Leung has served as a director of the Company

since July 2019.

He has over 20 years’ experience in finance and accounting.

He has been the executive director of Maxima Energy

Limited, an energy company in Hong Kong, since December 2018.

Leung has also served as an independent director since November 2017

and was re-designated in March 2019 as an executive director and Chief Financial Officer of Chineseinvestors.com, Inc., a financial information

website for Chinese-speaking investors (OTCQB:

He has also served as an independent director, chairman of the audit committee

and a member of the remuneration and nomination committee of Daisho Microline Holdings Ltd., a Hong Kong-based investment holding company

principally engaged in the manufacture and sales of printed circuit boards (HKG:

0567), since June 2015.

Leung served as directors in various public companies, including Kirin Group Holdings Limited, an investment holding company principally

engaged in the financial related business (HKG:

8109), Chineseinvestors.com, Inc., a financial information website for Chinese-speaking

investors (OTCQB:

CIIX).Biostar Pharmaceuticals, Inc., a pharmaceutical and medical nutrient products company (OTC Pink:

BSPM), and Hao

Wen Holdings Limited, an investment holding company principally engaged in the manufacture and trading of biomass fuel in China (HKG:

In addition, Mr.

as directors in various public companies, including Kirin Group Holdings Limited, an investment holding company principally engaged in

the financial related business (HKG:

8109), Biostar Pharmaceuticals, Inc., a pharmaceutical and medical nutrient products company (OTC

BSPM), and Hao Wen Holdings Limited, an investment holding company principally engaged in the manufacture and trading of biomass

fuel in China (HKG:

Leung earned his Bachelor of Commerce in Accounting and Finance from Deakin University in Victoria, Australia.

He is a Certified

Public Account in both Hong Kong and Australia.

Yang Cao has served as a director of the Company since March 2020.

She has been practicing commercial law as an attorney with

Hubei Kaicheng Law Office since November 2019.

Prior to that, she served as a legal counsel to Xianning High-Tech Industrial Zone,

a municipal government authority providing infrastructure and resources to high-tech companies, from November 2016 to November

He is a Certified Public Account in both Hong Kong and Australia.

Yang Cao has served as a director of the Company since

She has been practicing commercial law as an attorney with Hubei Kaicheng Law Office since November 2019.

Prior to that,

she served as a legal counsel to Xianning High-Tech Industrial Zone, a municipal government authority providing infrastructure and resources

to high-tech companies, from November 2016 to November 2019.

From October 2015 to November 2016, Ms.

Cao worked as a compliance officer at Qingdao Inter-Credit Group Wuhan Branch, a

business consulting company.

Cao worked as a compliance officer

at Qingdao Inter-Credit Group Wuhan Branch, a business consulting company.

Cao received her LL.B.

degree from Hankou College and an LL.M.

degree from Central China Normal

are no arrangements or understandings between any of our directors, officers and any other person pursuant to which any director

was selected to serve as a director or officers of our company.

Directors are elected until their successors are duly elected

and qualified.

Our executive officers are appointed by our Board and serve at their discretion.

There are no family relationships

among our directors or officers.

Board met on five occasions during fiscal year 2020.

Each of the members of our Board attended more than 75% of the total number

of meetings held by our Board and the committees on which each director served during fiscal year 2020.

Audit Committee assists our Board in monitoring:

our accounting,

auditing, and financial reporting processes;

the integrity of

our financial statements;

internal controls

and procedures designed to promote our compliance with accounting standards and applicable laws and regulations;

the appointment

and evaluation of the qualifications and independence of our independent auditors.

Fai Leung, Yang Cao and Chao Chen, all of whom are independent directors under SEC rules and the rules of NYSE American, are currently

serving as members of the Audit Committee.

Leung is the chairman of the Audit Committee and is our audit committee financial

Audit Committee has adopted a written charter, a copy of which is available on our website at www.planetgreenholdings.com, and

a printed copy of which is available to any stockholder requesting a copy by writing to:

Planet Green Holdings Corp., c/o Board

of Director Office, 36-10 Union St.

degree from Hankou College and

degree from Central China Normal University

There are no arrangements or understandings between any of our directors,

officers and any other person pursuant to which any director was selected to serve as a director or officers of our company.

are elected until their successors are duly elected and qualified.

Our executive officers are appointed by our Board and serve at their

There are no family relationships among our directors or officers.

Board of Directors

Our Board met on twelve occasions during fiscal year 2021.

the members of our Board attended more than 75% of the total number of meetings held by our Board and the committees on which each director

served during fiscal year 2021.

Committees of the Board

Audit Committee

The Audit Committee assists our Board in monitoring:

our accounting, auditing, and financial reporting processes;

the integrity of our financial statements;

internal controls and procedures designed to promote

our compliance with accounting standards and applicable laws and regulations;

the appointment and evaluation of the qualifications

and independence of our independent auditors.

King Fai Leung, Yang Cao and Chao Chen, all of whom are independent

directors under SEC rules and the rules of NYSE American, are currently serving as members of the Audit Committee.

Leung is the chairman

of the Audit Committee and is our audit committee financial expert.

The Audit Committee has adopted a written charter, a copy of which

is available on our website at www.planetgreenholdings.com, and a printed copy of which is available to any stockholder requesting a

copy by writing to:

Planet Green Holdings Corp., c/o Board of Director Office, 36-10 Union St.

2 nd Floor, Flushing, NY, 11345.

During the fiscal year ended December 31, 2020, our Audit

Committee held 5 meetings.

functions of the Compensation Committee are as follows:

to assist our Board

in discharging its responsibilities with respect to compensation of our executive officers and directors;

to evaluate the

performance of our executive officers;

to assist our Board

in developing succession plans for executive officers;

to administer our

stock and incentive compensation plans and recommend changes in such plans to our Board as needed.

current members of the Compensation Committee are Chao Chen, King Fai Leung and Yang Cao.

Chen is the chairman of the Compensation

All current members of the Compensation Committee are independent directors, and all past members were independent

directors at all times during their service on such Committee.

None of the past or present members of our Compensation Committee

are present or past employees or officers of the Company or any of our subsidiaries.

No member of the Compensation Committee has

had any relationship with us requiring disclosure under Item 404 of Regulation S-K.

None of our executive officers serves on the

Board of Directors or compensation committee of a company that has an executive officer that serves on our Board of Directors

or Compensation Committee.

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

Compensation Committee meets on an annual basis and holds special meetings as needed.

The Compensation Committee meetings may

be called by the Committee chairman, the Chairman of the Board of Directors or a majority of Committee members.

The Chief Executive

Officer and Chief Financial Officer also provide recommendations to the Compensation Committee relating to compensation of other

executive officers.

The Compensation Committee held five meetings in fiscal year 2020.

and Corporate Governance

Nominating and Corporate Governance assists the Board of Directors in identifying individuals qualified to become our directors

and in determining the composition of the Board of Directors and its committees.

The Nominating and Corporate Governance is responsible

for, among other things:

to make recommendations

to the Board of Directors with respect to the size and composition of the Board of Directors;

to make recommendations

to the Board of Directors on the minimum qualifications and standards for director nominees and the selection criteria for

the Board members;

to review the qualifications

of potential candidates for the Board of Directors;

to make recommendations

to the Board of Directors on nominees to be elected at the annual meeting of stockholders;

to seek and identify

a qualified director nominee, in the event that a director vacancy occurs, to be recommended to the Board of Directors for

either appointment by the Board of Directors to serve the remainder of the term of a director position that is vacant or election

at the annual meeting of the stockholders.

current members of the Nominating and Corporate Governance are Yang Cao, Chao Chen and King Fai Leung.

Cao is the chairman

of the Compensation Committee.

During the fiscal year 2020, our Nominating and Corporate Governance Committee held five meetings.

Nominations for Director

may propose candidates for board membership by writing to:

Planet Green Holdings Corp., c/o Board of Director Office, 36-10 Union

During the fiscal year ended December 31, 2021, our Audit Committee held four meetings.

Compensation Committee

The functions of the Compensation Committee are as follows:

to assist our Board in discharging its responsibilities

with respect to compensation of our executive officers and directors;

to evaluate the performance of our executive officers;

to assist our Board in developing succession plans

for executive officers;

to administer our stock and incentive compensation

plans and recommend changes in such plans to our Board as needed.

The current members of the Compensation Committee are Chao Chen, King

Fai Leung and Yang Cao.

Chen is the chairman of the Compensation Committee.

All current members of the Compensation Committee are

independent directors, and all past members were independent directors at all times during their service on such Committee.

past or present members of our Compensation Committee are present or past employees or officers of the Company or any of our subsidiaries.

No member of the Compensation Committee has had any relationship with us requiring disclosure under Item 404 of Regulation S-K.

of our executive officers serves on the Board of Directors or compensation committee of a company that has an executive officer that

serves on our Board of Directors or Compensation Committee.

The Compensation Committee may not delegate its responsibilities to

another committee, individual director or member of management.

The Compensation Committee meets on an annual basis and holds special

meetings as needed.

The Compensation Committee meetings may be called by the Committee chairman, the Chairman of the Board of Directors

or a majority of Committee members.

The Chief Executive Officer and Chief Financial Officer also provide recommendations to the Compensation

Committee relating to compensation of other executive officers.

The Compensation Committee held one meeting in fiscal year 2021.

Nominating and Corporate Governance

The Nominating and Corporate Governance assists the Board of Directors

in identifying individuals qualified to become our directors and in determining the composition of the Board of Directors and its committees.

The Nominating and Corporate Governance is responsible for, among other things:

to make recommendations to the Board of Directors with

respect to the size and composition of the Board of Directors;

to make recommendations to the Board of Directors on

the minimum qualifications and standards for director nominees and the selection criteria for the Board members;

to review the qualifications of potential candidates

for the Board of Directors;

to make recommendations to the Board of Directors on

nominees to be elected at the annual meeting of stockholders;

to seek and identify a qualified director nominee,

in the event that a director vacancy occurs, to be recommended to the Board of Directors for either appointment by the Board of Directors

to serve the remainder of the term of a director position that is vacant or election at the annual meeting of the stockholders.

The current members of the Nominating and Corporate Governance are

Yang Cao, Chao Chen and King Fai Leung.

Cao is the chairman of the Compensation Committee.

During the fiscal year 2021, our Nominating

and Corporate Governance Committee held one meeting.

Stockholder Nominations for Director

Stockholders may propose candidates for board membership by writing

Planet Green Holdings Corp., c/o Board of Director Office, 36-10 Union St.

2 nd Floor, Flushing, NY, 11345.

Any such proposal shall contain the name, holdings of our securities and contact information

of the person making the nomination;

the candidate’s name, address and other contact information;

any direct or indirect

holdings of our securities by the nominee;

any information required to be disclosed about directors under applicable securities

laws and/or stock exchange requirements;

information regarding related party transactions with our company and/or the stockholder

submitting the nomination;

Any such proposal

shall contain the name, holdings of our securities and contact information of the person making the nomination;

the candidate’s

name, address and other contact information;

any direct or indirect holdings of our securities by the nominee;

any information required

to be disclosed about directors under applicable securities laws and/or stock exchange requirements;

information regarding related party

transactions with our company and/or the stockholder submitting the nomination;

any actual or potential conflicts of interest;

the nominee’s biographical data, current public

and private company affiliations, employment history and qualifications and status as “independent”

under applicable

securities laws and stock exchange requirements.

Nominees proposed by stockholders will receive the same consideration as other

Committee Interlocks and Insider Participation

of our officers currently serves, or in the past year has served, as a member of the Board of Directors or compensation committee

of any entity that has one or more officers serving on our Board of Directors.

Board adopted a Code of Ethics that applies to all of our directors, executive officers, including our principal executive officer,

principal financial officer and principal accounting officer, and employees.

The Code of Ethics addresses, among other things,

honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements

under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code.

Code of Ethics is available on our website at http://www.planetgreenholdings.com, and a copy of the Code of Ethics is available

to any stockholder requesting a copy by writing to:

Planet Green Holdings Corp., c/o Board of Director Office, 36-10 Union St.

the nominee’s

biographical data, current public and private company affiliations, employment history and qualifications and status as “independent”

under applicable securities laws and stock exchange requirements.

Nominees proposed by stockholders will receive the same consideration

as other nominees.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served,

as a member of the Board of Directors or compensation committee of any entity that has one or more officers serving on our Board of Directors.

Code of Ethics

Our Board adopted a Code of Ethics that applies to all of our directors,

executive officers, including our principal executive officer, principal financial officer and principal accounting officer, and employees.

The Code of Ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations

and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and

reporting of violations of the code.

The Code of Ethics is available on our website at http://www.planetgreenholdings.com, and a copy

of the Code of Ethics is available to any stockholder requesting a copy by writing to:

Planet Green Holdings Corp., c/o Board of Director

Office, 36-10 Union St.

2nd Floor, Flushing, NY, 11345.

We intend to disclose on our website, in accordance with all applicable laws and regulations,

amendments to, or waivers from, our Code of Ethics.

the Company’s knowledge, there are no material proceedings to which any of our directors and officers or affiliates of the

Company is a party adverse to the Company or has a material interest adverse to the Company.

We intend to disclose on our website, in accordance with all applicable laws

and regulations, amendments to, or waivers from, our Code of Ethics.

Legal Proceedings

To the Company’s knowledge, there are no material proceedings

to which any of our directors and officers or affiliates of the Company is a party adverse to the Company or has a material interest

adverse to the Company.

EXECUTIVE COMPENSATION

Compensation Table

following table sets forth information concerning all forms of compensation earned by our named executive officers during the

fiscal years ended December 31, 2019 and 2018 for services provided to us and our subsidiaries and VIEs.

None of our current executive

officers earned compensation that exceeded $100,000 during the fiscal years ended December 31, 2019 or 2018.

and Principal Position

Chief Executive Officer

Financial Officer

Operating Officer

June 24, 2019, the Board appointed Lili Hu to serve as the Chief Financial Officer.

Pursuant to the employment agreement with

Summary Compensation Table

The following table sets forth information concerning all forms of

compensation earned by our named executive officers during the fiscal years ended December 31, 2020 and 2021 for services provided to

us and our subsidiaries and VIEs.

None of our current executive officers earned compensation that exceeded $100,000 during the fiscal

years ended December 31, 2020 or 2021.

Principal Position

Chairman, Chief Executive Officer and Director

Chief Financial Officer

King Fai Leung,

In October 2020, the Board appointed Bin Zhou as a member of the Board

and the Chief Executive Officer.

Pursuant to the employment agreement with Mr.

Zhou, we are obligated to pay Mr.

Zhou a compensation

of $96,000 per year.

In June 2020, the Board appointed Lili Hu to serve as the Chief Financial

Pursuant to the employment agreement with Ms.

Hu, we are obligated to pay Ms.

Hu a compensation of $84,000 per year.

June 18, 2019, the Board appointed Daqi Cui to serve as the Chief Operating Officer.

Pursuant to the employment agreement with

Cui, we are obligated to pay Mr.

Cui a compensation of $96,000 per year.

Cui resigned as Chief Operating Office on October

21, 2020 due to his personal health reason and he continued to be employed by the Company.

May 14 and October 25, 2019, the Board appointed Bin Zhou as a member of the Board and the Chief Executive Officer, respectively.

In April 2019, the Board appointed Chao Chen to serve as the Director.

Pursuant to the employment agreement with Ms.

Chen, we are obligated to pay Ms.

Chen a compensation of $24,000 per year.

In July 2019, the Board appointed King Fai Leung to serve as the Director.

Pursuant to the employment agreement with Mr.

Zhou, we are obligated to pay Mr.

Zhou a compensation of $96,000 per year.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

following table sets forth information regarding beneficial ownership of our common stock as of May 13, 2020 (i) by each person

who is known by us to beneficially own more than 5% of our common stock;

(ii) by each of our named executive officers and directors

and (iii) by all of our officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of

the SEC that deem shares to be beneficially owned by any person who has voting or investment power with respect to such shares.

Except as otherwise indicated, the persons listed below have advised us that they have direct sole voting and investment power

with respect to the shares listed as owned by them.

otherwise specified, the address of each of the persons set forth below is c/o Planet Green Holdings Corp., c/o Board of Director

Office, 36-10 Union St.

Leung, we are obligated to pay Mr.

Leung a compensation of $21,600 per year.

In March 2020 the Board appointed Yang Cao to serve as the Director.

Pursuant to the employment agreement with Ms.

Cao, we are obligated to pay Ms.

Cao a compensation of $24,000 per year.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED SHAREHOLDER MATTERS

The following table sets forth information regarding beneficial ownership

of our common stock as of May 13, 2020 (i) by each person who is known by us to beneficially own more than 5% of our common stock;

by each of our named executive officers and directors and (iii) by all of our officers and directors as a group.

Beneficial ownership

is determined in accordance with the rules of the SEC that deem shares to be beneficially owned by any person who has voting or investment

power with respect to such shares.

Except as otherwise indicated, the persons listed below have advised us that they have direct sole

voting and investment power with respect to the shares listed as owned by them.

Unless otherwise specified, the address of each of the persons set

forth below is c/o Planet Green Holdings Corp., 36-10 Union St.

2nd Floor, Flushing, NY, 11345.

the table below, percentage ownership is based on 20,009,930 shares of our common stock outstanding as of March 29, 2021.

and title of beneficial owner

and nature of beneficial ownership

In the table below, percentage ownership is based on 42,581,930 shares

of our common stock outstanding as of March 31, 2021.

Name and title of beneficial owner

5% or Greater Stockholders

Officers, Directors and Director Nominees

Zhou, Chairman, Chief Executive Officer and Director (3)

Hu, Chief Financial Officer

Chen, Director

Fai Leung, Director

Cao, Director

executive officers, directors and director nominees as a group (five individuals)

March 9, 2021, the Company entered into a Share Exchange Agreement with Jilin Chuangyuan Chemical and Mr.

Xiaodong Cai and

Yongsheng Chen, shareholders of Jilin Chuangyuan Chemical Co., Ltd.

Pursuant to the Share Exchange Agreement, among

other things and subject to the terms and conditions contained therein, the Company agreed to effect an acquisition of the

Jilin Chuangyuan by acquiring from the sellers 75% of the outstanding equity interests of the Jilin Chuanyuan in exchange

of 3,300,000 common shares.

On March 10, 2021, the Company closed the Acquisition.

January 4, 2021, the Company entered into a Share Exchange Agreement with Jingshan Sanhe Luckysky and Ms.

Zhichao Du, shareholders of Jingshan Sanhe Luckysky.

Pursuant to the Share Exchange Agreement, among other things

and subject to the terms and conditions contained therein, the Company agreed to effect an acquisition of the Jingshan

Sanhe Luckysky by acquiring from the sellers 85% of the outstanding equity interests of the Jingshan Sanhe Luckysky in

exchange of 2,200,000 common shares.

On March 10, 2021, the Company closed the Acquisition.

Company closed the transaction

on the January 4 2021.

shares of common stock, which were acquired on May 14, 2019 in exchange for Bin Zhou’s 90% equity ownership in Xianning

Bozhuang, pursuant to a share exchange agreement, dated as of May 9, 2019.

Zhou acquired 650,000 shares from an existing

shareholder at the price of $2.6.

Executive Officers, Directors and Director Nominees

Bin Zhou, Chairman, Chief Executive Officer and Director

Lili Hu, Chief Financial Officer

Chao Chen, Director

King Fai Leung, Director

Yang Cao, Director

All executive officers, directors and director nominees as a group (seven individuals)

Changes in Control

are currently no arrangements which would result in a change in control of us.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE .

Party Transactions

May 14, 2019, Bin Zhou, the Chief Executive Officer and Chairman of the Company acquired 972,000 shares of common stock, in exchange

Zhou’s 90% equity ownership in Xianning Bozhuang, pursuant to a share exchange agreement, dated as of May 9, 2019.

for Approval of Related Party Transactions

Audit Committee Charter provides that all related party transactions required to be disclosed under SEC rules are to be reviewed

by the Audit Committee.

American listing standards require that a majority of our Board of Directors be independent.

An “independent director”

is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual

having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s

exercise of independent judgment in carrying out the responsibilities of a director.

Our Board of Directors has determined that

Chao Chen, King Fai Leung, Yang Cao are “independent directors”

as defined in the NYSE American listing standards

and applicable SEC rules.

There are currently no arrangements which would result in a change

in control of us.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE .

Related Party Transactions

Policy for Approval of Related Party Transactions

Our Audit Committee Charter provides that all related party transactions

required to be disclosed under SEC rules are to be reviewed by the Audit Committee.

Director Independence

NYSE American listing standards require that a majority of our Board

of Directors be independent.

An “independent director” is defined generally as a person other than an officer or employee

of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of

directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Our Board of Directors has determined that Chao Chen, King Fai Leung, Yang Cao are “independent directors” as defined in

the NYSE American listing standards and applicable SEC rules.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

is the Company’s independent registered

public accounting firm for the fiscal years ended December 31, 2019 and 2020 and the accounting fees in each such period were $160,000

and $180,000.

Such fees related to audit services provided by WWC, P.C.

is the Company’s independent registered public accounting

firm for the fiscal years ended December 31, 2020 and 2021 and the accounting fees in each such period were $180,000 and 665,000.

fees related to audit services provided by WWC, P.C.

No audit-related or tax services were provided by WWC, P.C.

such periods.

during such periods.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(1 and 2) Financial Statement and Schedules

financial statements contained in the “Audited Financial Statements”

beginning on page F-1 of this annual report on

(a) (1 and 2) Financial Statement and Schedules

The financial statements contained in the “Audited

Financial Statements” beginning on page F-1 of this annual report on Form 10-K.

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.

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.

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.

Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

Consultation and Service Agreement, dated December 20, 2019, , by and between Lucky Sky Petrochemical and Xianning Bozhuang Tea Products Co., Ltd.

Incorporated by reference to Exhibit 10.21 to the registrant’s annual report on Form 10K filed on May 14, 2020.

Business Cooperation Agreement, dated December 20, 2019, by and between Lucky Sky Petrochemical and Xianning Bozhuang Tea Products Co., Ltd.

Incorporated by reference to Exhibit 10.22 to the registrant’s annual report on Form 10K filed on May 14, 2020.

Equity Pledge Agreement, dated December 20, 2019, by and among Lucky Sky Petrochemical and Xianning Bozhuang Tea Products Co., Ltd..

Incorporated by reference to Exhibit 10.23 to the registrant’s annual report on Form 10K filed on May 14, 2020.

Equity Option Agreement, dated December 20, 2019, by and among Lucky Sky Petrochemcial, Bin Zhou, Wuyuan Zuo, Gongwei Lu and Xianning Bozhuang.

Incorporated by reference to Exhibit 10.24 to the registrant’s annual report on Form 10K filed on May 14, 2020.

Voting Rights Proxy and Financial Supporting Agreement, dated December 20, 2019, by and among Lucky Skey Petrochemical, Bin Zhou, Wuyuan Zuo, Gongwei Lu and Xianning Bozhuang.

Incorporated by reference to Exhibit 10.25 to the registrant’s annual report on Form 10K filed on May 14, 2020.

Share Exchange Agreement, dated as of June 5, 2020, by and among Planet Green Holdings Corp., Fast Approach Inc.

Share Exchange Agreement, dated as of December 9, 2021, by and among Planet Green Holdings Corp., Shandong Yunchu Supply Chain Co., Ltd.

and sellers named therein.

Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on June 10, 2020.

Lock-Up Agreement, dated as of June 5, 2020, by and among Planet Green Holdings Corp.

and the persons named therein.

Incorporated by reference to Exhibit.

10.2 to the registrant’s current report on Form 8-K filed on June 10, 2020.

Non-Competition and Non-Solicitation Agreement, dated as of June 5, , 2020, by and among Planet Green Holdings Corp., Fast Approach Inc.

and the persons named therein.

Incorporated by reference to Exhibit 10.3 to the registrant’s current report on Form 8-K filed on June 10, 2020.

Securities Purchase Agreement, dated as of February 10, 2020, by and among Planet Green Holdings Corp.

and the purchasers named therein.

Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on February 11, 2020.

Employment Agreement, dated as of October 25, 2019, by and between Planet Green Holdings Corp.

and Bin Zhou.

Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on October 30, 2019.

Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on December 10, 2021.

Lock-Up Agreement, dated as of December 9, 2021.

Incorporated by reference to Exhibit.10.2 to the registrant’s current report on Form 8-K filed on December 10, 2021.

Non-Competition and Non-Solicitation Agreement, dated as of December 9, 2021.

Incorporated by reference to Exhibit 10.3 to the registrant’s current report on Form 8-K filed on December 10, 2021.

Share Purchase Agreement dated as of November 30, 2021, by and among Planet Green Holdings Corp, Jianyi (Xianning) Technologies Co., Ltd.

and Yongsheng Chen.

Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on November 30, 2021.

Amended Consultation and Service Agreement dated as of November 30, 2021.

Incorporated by reference to Exhibit 10.2 to registrant’s current report on Form 8-K on November 30, 2021.

Amended Business Cooperation Agreement dated as of November 30, 2021.

Incorporated by reference to Exhibit 10.3 to registrant’s current report on Form 8-K on November 30, 2021.

Amended Equity Pledge Agreement dated as of November 30, 2021.

Incorporated by reference to Exhibit 10.4 to registrant’s current report on Form 8-K on November 30, 2021.

Amended Equity Option Agreement dated as of November 30, 2021.

Incorporated by reference to Exhibit 10.5 to registrant’s current report on Form 8-K on November 30, 2021.

Amended Voting Rights Proxy and Financial Supporting Agreement dated as of November 30, 2021.

Incorporated by refence to Exhibit 10.6 to registrant’s current report on Form 8-K on November 30, 2021.

Share Exchange Agreement dated July 15, 2021, by and among Planet Green Holdings Corp., Jiayi Technologies, Anhui Ansheng Petrochemical Equipment Co., Ltd, and sellers named therein.

Incorporated by reference to Exhibit 10.1 to registrant’s current report on Form 8-K on July 16, 2021.

Lock-up Agreement dated as of July 15, 2021, by and among Planet Green Holdings Corp.

and sellers named therein.

Incorporated by reference to Exhibit 10.2 to registrant’s current report on Form 8-K on July 16, 2021.

Non-competitive and Non-Solicitation Agreement dated as of July 15, 2021.

Incorporated by reference to Exhibit 10.3 to registrant’s current report on Form 8-K on July 16, 2021.

Consultation and Service Agreement dated July 15, 2021.

Incorporated by reference to Exhibit 10.4 to registrant’s current report on Form 8-K on July 16, 2021.

Business Cooperation Agreement dated July 15, 2021.

Incorporated by reference to Exhibit 10.5 to registrant’s current report on Form 8-K on July 16, 2021.

Equity Pledge Agreement dated July 15, 2021.

Incorporated by reference to Exhibit 10.6 to registrant’s current report on Form 8-K on July 16, 2021.

Equity Option Agreement dated July 15, 2021.

Incorporated by reference to Exhibit 10.7 to registrant’s current report on Form 8-K on July 16, 2021.

Voting Rights Proxy and Financial Supporting Agreement dated July 15, 2021.

Incorporated by reference to Exhibit 10.8 to registrant’s current report on Form 8-K on July 16, 2021.

Purchase Agreement dated April 26, 2021, by and among Planet Green Holdings Corp.

and Purchasers name therein.

Incorporated by

reference to Exhibit 10.1 to registrant’s current report on Form 8-K on April 27, 2021.

Share Exchange Agreement dated March 9, 2021, by and among Planet Green Holdings Corp., Jiayi Technologies, Jilin Chuangyuan Chemical Co., Ltd., and sellers named therein.

Incorporated by reference to Exhibit 10.1 to registrant’s current report on Form 8-K on March 10, 2021.

Lock-up Agreement dated as of March 9, 2021.

Incorporated by reference to Exhibit 10.2 to registrant’s current report on Form 8-K on March 10, 2021.

Non-competitive and Non-Solicitation Agreement dated as of March 9, 2021.

Incorporated by reference to Exhibit 10.3 to registrant’s current report on Form 8-K on March 10, 2021.

Consultation and Service Agreement dated March 9, 2021.

Incorporated by reference to Exhibit 10.4 to registrant’s current report on Form 8-K on March 10, 2021.

Business Cooperation Agreement dated March 9, 2021.

Incorporated by reference to Exhibit 10.5 to registrant’s current report on Form 8-K on March 10, 2021.

Equity Pledge Agreement dated March 9, 2021.

Incorporated by reference to Exhibit 10.6 to registrant’s current report on Form 8-K on March 10, 2021.

Equity Option Agreement dated March 9, 2021.

Incorporated by reference to Exhibit 10.7 to registrant’s current report on Form 8-K on March 10, 2021.

Voting Rights Proxy and Financial Supporting Agreement dated March 9, 2021.

Incorporated by reference to Exhibit 10.8 to registrant’s current report on Form 8-K on March 10, 2021.

Securities Purchase Agreement dated January 26, 2021, by and among Planet Green Holdings Corp.

and Purchasers named therein.

Incorporated by reference to Exhibit 10.1 to registrant’s current report on Form 8-K on January 26, 2021.

Business Ethics Policy and Code of Conduct, adopted on April 30, 2007.

Incorporated by reference to Exhibit 14 to the registrant’s current report on Form 8-K filed on May 9, 2007.

List of subsidiaries of the registrant.

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension Schema

XBRL Taxonomy Calculation Linkbase

XBRL Taxonomy Label Linkbase

XBRL Definition Linkbase Document

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

** Furnished herewith

FORM 10-K SUMMARY

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

GREEN HOLDINGS CORP.

Not applicable.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

PLANET GREEN HOLDINGS CORP.

March 31, 2022

Zhou, Chief Executive Officer and Chairman

Bin Zhou, Chief Executive Officer and Chairman

(Principal Executive Officer)

Hu, Chief Financial Officer

Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this annual report has been signed by the following persons in the

capacities and on the dates indicated.

Executive Officer and Chairman

Executive Officer)

Chief Financial

Officer and Director

Financial Officer and

Lili Hu, Chief Financial Officer

(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities

Exchange Act of 1934, this annual report has been signed by the following persons in the capacities and on the dates indicated.

Chief Executive Officer and Chairman

March 31, 2022

(Principal Executive Officer)

Chief Financial Officer and Director

March 31, 2022

(Principal Financial Officer and

Principal Accounting Officer)

/s/ Chao Chen

March 31, 2022

/s/ King Fai Leung

March 31, 2022

King Fai Leung

GREEN HOLDINGS CORP.

CONSOLIDATED FINANCIAL STATEMENTS

31, 2020 AND 2019

in US Dollars)

March 31, 2022

PLANET GREEN HOLDINGS CORP.

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021 AND 2020

(Stated in US Dollars)

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Cash Flows

to Consolidated Financial Statements

Audited Consolidated Balance Sheets

Audited Consolidated Statements of Operations and Comprehensive Loss

Audited Consolidated Statements of Changes in Stockholders’ Equity

Audited Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

2 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheets of Planet Green Holdings Corp.

and its subsidiaries (the Company) as of December 31, 2020 and 2019, and the related consolidated

statements of operations and comprehensive income, changes in shareholders’

equity, and cash flows for the two-year period ended

December 31, 2020, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its

operations and its cash flows for the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted

in the United States of America.

We have audited the accompanying consolidated balance sheets of Planet

Green Holdings Corp.

and its subsidiaries (the Company) as of December 31, 2021 and 2020, and the related consolidated statements of operations

and comprehensive loss, changes in stockholders’ equity, and cash flows for the two-year period ended December 31, 2021, and the

related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash

flows for the two-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company had

incurred substantial losses during the year, has substantial accumulated deficit and has a working capital deficit, which raises substantial

doubt about its ability to continue as a going concern.

Management’s plan in regards to these matters are described in Note 1.

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

2 unchanged sentences

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal

control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

7 unchanged sentences

Critical Audit Matters

The critical audit matter communicated below is matter

arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to

the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2)

involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any

way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters

below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of the carrying value of goodwill in

the Canadian reporting unit

The critical audit matter communicated below

is matter arising from the current period audit of the consolidated financial statements that were communicated or required to be

communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit

matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by

communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or

disclosures to which they relate.

Evaluation of the carrying value of goodwill in the Canadian and

Jingshan Sanhe reporting units

As discussed in Note 2 to the consolidated financial

14 unchanged sentences

the significance of the assumptions used to determine the fair value of the reporting unit, which required a higher degree of auditor

Addressing the matter involved

evaluating the Company’s assessment of the value of the reporting unit under the discounted cash flow method.

We gathered data and

evidence, performed independent analysis, and exercised professional judgment during our evaluation process.

Addressing the matter involved evaluating the

Company’s assessment of the value of the reporting unit under the discounted cash flow method.

We gathered data and evidence, performed

independent analysis, and exercised professional judgment during our evaluation process.

/s/ WWC, P.C.

Certified Public Accountants

We have served as the Company’s auditor since 2007

San Mateo , California

March 30, 2022

GREEN HOLDINGS CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Stated in U.S.

Planet Green Holdings Corp.

Audited Consolidated Balance Sheets

As of December 31, 2021 and 2020

(Stated in US Dollars)

Current assets

Cash and cash equivalents

Trade receivables, net

Advances and prepayments to suppliers

Other receivables and other current assets

Related party receivable

Discontinued operations - current assets

Restricted cash

Accounts receivable, net

Advances to suppliers

Other receivables

Other receivables-related parties

Total current assets

Non-current assets

Property, plant and equipment, net

Plant and equipment, net

Intangible assets, net

Construction in progress, net

Discontinued operations –

non-current assets

Prepayment investments

Long-term investments

Investment in real estates

Deferred tax assets

Right-of-use assets

Total non-current assets

Liabilities and Stockholders’

Liabilities and Stockholders’ Equity

Current liabilities

Short-term bank loans

Accounts payable

Advance from customers

Taxes payable

Accrued liabilities and other payables

Customers deposits

Related party payables

Other payables and accrued liabilities

Other payables-related parties

Lease liabilities-current portion

Deferred income

Discontinued operations - current liabilities

Total current liabilities

Non-current liabilities

Lease liabilities - non-current

Long-term payables

Discontinued operations –

non-current liabilities

Total non-current liabilities

Total Liabilities

Stockholders’

Preferred Stock, $0.001 par value, 5,000,000 shares authorized;

0 shares issued and outstanding as of December 31, 2020 and 2019, respectively

Common Stock, $0.001 par value, 200,000,000 shares authorized;

11,809,930 and 7,877,765 shares issued and outstanding as of December 31, 2020 and 2019, respectively

Commitments and contingencies

Stockholders’ equity

Preferred stock:

$ 0.001 par value, 5,000,000 shares authorized;

none issued and outstanding as of December 31, 2021 and 2020

Common stock:

$ 0.001 par value, 200,000,000 shares authorized;

35,581,930 and 11,809,930 shares Issued and outstanding as of December 31, 2021 and 2020

Additional paid-in capital

3 unchanged sentences

Accumulated other comprehensive income

Total Stockholders’

Total Liabilities and Stockholders’

Accompanying Notes to the Financial Statements

GREEN HOLDINGS CORP.

AUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

Non-controlling interests

Total stockholders’ equity

Total liabilities and stockholders’ equity

See Accompanying Notes to the Financial

Planet Green Holdings Corp.

Audited Consolidated Statements of

Operations and Comprehensive Loss

For the Years Ended December 31, 2021

(Stated in US Dollars)

For the Years Ended

Cost of revenues

2 unchanged sentences

General and administrative expenses

Research & Developing expenses

Total operating expenses

Operating loss

Other income (expenses):

Interest income(expenses), net.

Other income(expenses), net.

Operating (loss) income

( 6,236,349 )

( 2,787,533 )

Other (expenses) income

Interest income

Interest expenses

Other expenses

Impairment of goodwill

( 3,263,424 )

( 2,339,829 )

Write off receivables from disposal of former subsidiaries

( 6,078,623 )

Total other (expenses) income

Loss before taxes

( 3,698,302 )

Income tax expense

Income (loss) from continuing operations

( 8,414,541 )

(Loss) income before income taxes

( 9,934,651 )

( 11,202,074 )

Discontinued operations:

Income (loss) from discontinued operations

Net income (loss) from discontinuing operations

Net (loss) income

(Loss) income from discontinued operations

Income tax expenses

( 9,991,101 )

Other comprehensive income:

( 11,051,163 )

Net (loss) income attributable to non-controlling interest

Net (loss) income attributable to common shareholders

$ ( 9,740,485 )

$ ( 11,051,163 )

( 9,991,101 )

( 11,051,163 )

Foreign currency translation adjustment

Comprehensive (loss) income

( 1,231,778 )

Total comprehensive loss

( 9,229,139 )

( 12,282,941 )

Comprehensive (loss) income attribute to non-controlling interest

Comprehensive (loss) income attribute to common share holders

$ ( 9,001,591 )

$ ( 12,282,941 )

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

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

(Loss) income per share - Basic and diluted

(Loss) income per share from discontinued operations-Basic and diluted

(Loss) income per common shareholders - Basic and diluted

Basic and diluted weighted average shares outstanding

Accompanying Notes to the Financial Statements

GREEN HOLDINGS CORP.

Consolidated Statements of Stockholders’

For the years ended December 31, 2020 and 2019

See Accompanying Notes to the Financial

Planet Green Holdings Corp.

Audited Consolidated Statements of

Changes in Stockholders’ Equity

for the Years Ended December 31,2021

(Stated in US Dollars)

Comprehensive

1 unchanged sentence

$ ( 73,280,734 )

Net (loss) income

( 11,051,163 )

Issuance of shares for acquisition

Issuance of common stock for cash

Acquiring corporation

Stock-based compensation and issue of employee benefit plan stock

Foreign currency translation adjustment

( 1,231,778 )

Balance, December 31, 2020

2 unchanged sentences

$ ( 84,331,897 )

Net (loss) income

( 9,740,486 )

2 unchanged sentences

Issuance of common stock for cash

Issuance of common stock for employee stock compensation

Stock-based compensation and issue of employee benefit plan stock

Acquiring subsidiaries

Foreign currency translation adjustment

1 unchanged sentence

$ 133,232,224

Accompanying Notes to the Financial Statements

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

$ ( 94,072,383 )

See Accompanying Notes to the Financial

Planet Green Holdings Corp.

Audited Consolidated Statements of

For the Years Ended December 31, 2021

(Stated in US Dollars)

Cash flows from operating activities

CASH FLOWS FROM OPFRATING ACTIVITIFS:

Net (loss) income

$ ( 9,991,102 )

Gain from disposal of investment and subsidiaries

$ ( 11,051,163 )

Adjustments to reconcile net loss to cash (used in) provided by operating activities:

Bad debt expenses

share-based compensation expense

Loss on disposal of discontinued operations

Write off receivables

1 unchanged sentence

Impairment of goodwill

Stock base compensation

Bad debt expenses

Accounts and other receivables

Prepayments and other current assets

Payables and other current liabilities

Net cash used in operating activities

Note and account receivables ， net

( 1,526,888 )

( 1,331,385 )

Prepayments and deposit

( 4,065,394 )

Other receivables

Other receivables-related party

( 4,814,037 )

Accounts payables

Advance from customer

( 1,540,669 )

Other payables and accruals

Other payables-related parties

Taxes payable

Deferred income

Lease liability

Net cash used in operating activities

( 3,499,103 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of plant and equipment and construction in progress

Purchase of plant and equipment

( 1,393,139 )

Purchase of intangible assets

Purchase of long-term investment

( 3,100,052 )

Purchase of real estates

( 7,679,634 )

Net increase in cash from acquisition subsidiaries

Net cash used in investing activities

( 11,814,402 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock

Repayment of borrowings

Payments of short-term loan - bank

(Repayment to) proceeds from related party

( 1,036,094 )

( 2,777,808 )

Proceeds from issuance of common stock

Net cash provided by financing activities

Net (decrease) increase in cash

Effect of foreign currency translation on cash

Cash and cash equivalents–beginning of year

Cash and cash equivalents–end of year

Supplementary cash flow information:

Net decrease in cash and cash equivalents

( 3,402,090 )

( 4,113,544 )

EFFECT OF EXCHANGE RATE ON CASH

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

SUPPLEMENTARY OF CASH FLOW INFORMATION

Interest received

Interest paid

Income taxes paid

Accompanying Notes to the Financial Statements

GREEN HOLDINGS CORP.

NON-CASH TRANSACTIONS

Operating lease right-of-use assets

Issuance of shares for acquisition

issuance of common stock for employee compensation

See Accompanying Notes to the Financial

PLANET GREEN HOLDINGS CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

(Stated in US Dollars)

and Principal Activities

Green Holdings Corp.

(the “Company”

or “PLAG”) is a holding company incorporated in Nevada.

We are engaged

in various businesses through our subsidiaries and controlled entities in China.

Summary of Significant

Accounting Policies

of accounting

has prepared the accompanying financial statements and these notes in accordance to generally accepted accounting principles in

the United States (“GAAP”).

The Company maintains its general ledger and journals with the accrual method accounting.

of consolidation

accompanying consolidated financial statements reflect the activities of Planet Green Holdings Corp.

and each of the following

Organization and Principal Activities

Planet Green Holdings Corp.

(the “Company”

or “PLAG”) is a holding company incorporated in Nevada.

We are engaged in various businesses through our subsidiaries and

controlled entities in China.

Going Concern

The accompanying audited 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 $ 9,740,486 attributable to common shareholders for the year ended December 31, 2021.

As of December 31, 2021, the Company had an accumulated

deficit of $ 94,072,383 ;

a working capital deficit of $ 7,075,320 , its net cash used in operating activities for the year ended December

31, 2021 was $ 519,396

These factors raise substantial doubt on the Company’s

ability to continue as a going concern.

The accompanying audited consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

Management’s plan for the Company’s continued existence is dependent upon

management’s ability to execute the business plan, develop the plan to generate profit;

additionally, Management may need to continue

to rely on private placements or certain related parties to provide funding for investment, for working capital and general corporate

If management is unable to execute its plan, the Company may become insolvent.

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 (“GAAP”).

maintains its general ledger and journals with the accrual method accounting.

Principles of Consolidation

The accompanying consolidated financial statements

reflect the activities of Planet Green Holdings Corp.

and each of the following entities:

Attributable equity

Name of Company

incorporation

Green Holdings Corporation

Virgin Islands

Sky Planet Green Holdings Co., Limited (H.K.)

Technologies (Xianning) Co., Ltd.

Approach Inc.

Shuning Advertising Co., Ltd.

Planet Green Holdings Corporation

The British Virgin Islands

Lucky Sky Planet Green Holdings Co., Limited (H.K.)

Jiayi Technologies (Xianning) Co., Ltd.

Fast Approach Inc.

Shanghai Shuning Advertising Co., Ltd.

(a subsidiary of FAST)

Food Stuff (Shenzhen) Co., Ltd (terminated the VIE)

Muren Agriculture Co.

(terminated the VIE)

Bozhuang Tea Products Co., Ltd.

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 noncontrolling interests.

May 18, 2018, the Company incorporated Planet Green Holdings Corporation, a limited company incorporated in the British Virgin

On September 28, 2018, Planet Green BVI acquired JianShi Technology Holding Limited, a limited company inc orporated

in Hong Kong on February 21, 2012, and Shanghai Xunyang Internet Tech Co., Ltd., a wholly-owned foreign entity incorporated in

Shanghai, PRC, on August 29, 2012 (“Shanghai Xunyang”).

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.

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

On May 29, 2020, the Planet Green Holdings Corporation

(BVI) incorporated Lucky Sky Planet Green Holdings Co., Limited, a limited company incorporated in Hong Kong.

On June 5, 2020, the Planet Green Holdings Corporation

(BVI) acquired all of the outstanding equity interests of Fast Approach Inc.

It was incorporated under Canada’s laws and the business

of operation of a demand-side platform targeting the Chinese education market in North America.

June 16, 2020, Lucky Sky Holdings Corporations (H.K.) transferred its 100% equity interest in Lucky Sky Petrochemical to Lucky

Sky Planet Green Holdings Co., Limited (H.K.).

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

August 10, 2020, Planet Green Holdings Corporation(BVI) transferred its 100% equity interest in Lucky Sky Holdings Corporations

(H.K.) Limited to Rui Tang.

December 9, 2020, Lucky Sky Petrochemical Technology (Xianning) Co., Ltd.

changed its name to Jiayi Technologies (Xianning) Co.,

Consolidation

of Variable Interest Entity

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.

May 14, 2019, through Shanghai Xunyang, the Company entered into a series of VIE agreements with Xianning Bozhuang and its equity

holders to obtain control and became the primary beneficiary of Xianning Bozhuang.

The Company consolidated Xianning Bozhuang’s

accounts as its VIE.

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.

December 20, 2019, through Lucky Sky Petrochemical, the Company entered into exclusive VIE agreements (“VIE Agreements”)

with Taishan Muren, Xianning Bozhuang and Shenzhen Lorain, as well as their shareholders, which give the Company the ability to

substantially influence those companies’

daily operations and financial affairs and appoint their senior executives.

Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.

Xianning Bozhuang Tea Products Co., Ltd.

Jilin Chuangyuan Chemical Co., Ltd

Anhui Ansheng Petrochemical Equipment Co., Ltd

Shine Chemical Co., Ltd

The British Virgin Islands

Bless Chemical Co., Ltd (a subsidiary of Shine Chemical)

Hubei Bryce Technology Co., Ltd.

(a subsidiary of Bless Chemical)

Shandong Yunchu Supply Chain Co., Ltd

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 Holdings Corporation (BVI) incorporated

Lucky Sky Planet Green Holdings Co., Limited, a limited company incorporated in Hong Kong.

On June 5, 2020, the Planet Green Holdings Corporation(BVI)

acquired all of the outstanding equity interests of Fast Approach Inc.

It was incorporated under Canada’s laws and the operation of a

demand-side platform targeting the Chinese education market in North America.

On June 16, 2020, Lucky Sky Holdings Corporations

(H.K.) transferred its 100 % equity interest in Lucky Sky Petrochemical to Lucky Sky Planet Green Holdings Co., Limited (H.K.).

On September 15, 2020, Lucky Sky Petrochemical

terminated the VIE agreements with Shenzhen Lorain and Taishan Muren

On August 10, 2020, Planet Green Holdings Corporation(BVI)

transferred its 100 % equity interest in Lucky Sky Holdings Corporations (H.K.) Limited to Rui Tang.

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 Holdings Corporation(Nevada)

issued an aggregate of 2,200,000 shares of common stock of the Company to the equity holders of Jingshan Sanhe Luckysky New Energy Technologies

Co., Ltd in exchange for the transfer of 85 % of the equity interest of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd to the

Jiayi Technologies (Xianning) Co., Ltd.

On March 9, 2021, Planet Green Holdings Corporation(Nevada)

issued an aggregate of 3,300,000 shares of common stock of the Company to the equity holders of Jilin Chuangyuan Chemical Co., Ltd in

exchange for the transfer of 75 % of the equity interest of Jilin Chuangyuan Chemical Co., Ltd to the Jiayi Technologies (Xianning) Co.,

On July 15, 2021, Planet Green Holdings Corporation(Nevada)

issued an aggregate of 4,800,000 shares of common stock of the Company to the equity holders of Anhui Ansheng Petrochemical Equipment

Co., Ltd for the transfer to 66 % of the equity interest if Anhui Ansheng Petrochemical Equipment Co., Ltd to the Jiayi Technologies (Xianning)

On August 1, 2021, Jiayi Technologies (Xianning)

Co., Ltd has 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 has been wholly-owned subsidiaries of the Jiayi Technologies

(Xianning) Co., Ltd.

On August 3, 2021, the Planet Green Holding Corp

has acquired 8,000,000 ordinary shares of the Shine Chemical Co., Ltd.

As a result, Shine Chemical Co., Ltd, Bless Chemical Co., Ltd and

Hubei Bryce Technology Co., Ltd have been wholly-owned subsidiaries of the Planet Green Holding Corp.

On September 1st, 2021, Jingshan Sanhe Luckysky

New Energy Technologies Co., Ltd has changed its major shareholder from Mr.Feng Chao to Hubei Bryce Technology Co., Ltd and Hubei Bryce

Technology Co., Ltd has hold 85 % shares of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd after the alteration of shareholders.

9, 2021, Planet Green Holdings Corporation(Nevada) issued an aggregate of 5,900,000 shares

of common stock to the equity holders of A Shandong Yunchu Supply Chain Co., Ltd for

the transfer to 100 % of the equity interest of Shandong Yunchu Supply Chain Co., Ltd to the

Jiayi Technologies (Xianning) Co., Ltd.

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 (“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

(“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, through Jiayi Technologies (Xianning)

Co., Ltd, formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd, the Company entered into exclusive VIE agreements

(“VIE Agreements”) with 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.

Company is considered the primary beneficiary of these operating companies, and it consolidates their accounts as VIEs.

of December 31, 2020, the following entities were de-consolidated from the structure as a result of the sale agreement executed

on September 15, 2020:

of incorporation

Muren Agriculture Co., Ltd.

of Jiayi Technologies (Xianning) Co., Ltd

Food Stuff (Shenzhen) Co., Ltd

of Jiayi Technologies (Xianning) Co., Ltd

As a result of sale agreement, the accumulated

deficit of Taishan Muren Agriculture Co., Ltd.

and Lorain Food Stuff (Shenzhen) Co., Ltd with total amount of $6,479,978 are written off,

and it also had a net loss of $12,407,690 due to the waiver of receivables.

In addition, the Company also recognized a long-term investment

loss with total amount of $2,153,111.

The net effect is a loss on disposal of VIEs with the total amount of $5,927,712.

financial note 16.

of the VIE Agreements is described in detail below:

and Service Agreement

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’

On August 1, 2021, Jiayi Technologies (Xianning)

Co., Ltd has terminated the VIE agreements with Xianning Bozhuang Tea Products Co., Ltd

Each of the VIE Agreements is described in

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.

Cooperation Agreement

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

Pledge Agreements

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.

Option Agreements

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.

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).

Rights Proxy Agreements

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’

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.

financial statements’

preparation requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of revenues and expenses during the reporting periods.

Management makes these estimates using the best information

available when the calculations are made;

however, actual results could differ materially from those estimates.

and cash equivalents

Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

Company classifies securities it holds for investment purposes into trading or available-for-sale.

Trading securities are bought

and held principally for the purpose of selling them in the near term.

All deposits not included in trading securities are classified

as available-for-sale.

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.

They are reported as a separate component of other comprehensive income until realized.

Realized gains and losses

from the sale of available-for-sale securities are determined on a specific identification basis.

decline in the market value of any available-for-sale security below cost that is deemed to be other-than-temporary results in

a reduction in carrying amount to fair value.

The impairment is charged as an expense to the statement of income and comprehensive

income, and a new cost basis for the security is established.

To determine whether the impairment is other-than-temporary, the

Company considers whether it has the ability and intent to hold the investment until a market price recovery and believes whether

evidence indicating the cost of the asset is recoverable outweighs evidence to the contrary.

Evidence considered in this assessment

includes the reasons for the impairment, the severity and duration of the impairment, changes in value after year-end, and forecasted

performance of the investee.

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.

receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts.

for doubtful accounts is made when the collection of the total amount is no longer probable.

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

The number of service fees and payment terms can be amended by the WFOE and operating companies’ consultation and implementation.

The duration of the Consultation and Service Agreement is 20 years.

WFOE may terminate this agreement at any time by giving 30 day’s

prior written notice.

Business Cooperation Agreement

Pursuant to the Business Cooperation Agreement,

WFOE has the exclusive right to provide complete technical support, business support, and related consulting services, including but not

limited to specialized services, business consultations, equipment or property leasing, marketing consultancy, system integration, product

research and development, and system maintenance.

WFOE exclusively owns any intellectual property rights arising from the performance

of this Business Cooperation Agreement.

The rate of service fees may be adjusted based on the services rendered by WFOE in that month

and the operational needs of the operating entities.

The Business Cooperation Agreement shall maintain effective unless it was terminated

or was compelled to release under applicable PRC laws and regulations.

WFOE may terminate this Business Cooperation Agreement at any time

by giving 30 day’s prior written notice.

Equity Pledge Agreements

According to the Equity Pledge Agreements among

WFOE, operating entities, and each of operating entities’ shareholders, shareholders of the operating entities pledge all of their

equity interests in the functional entities to WFOE to guarantee their performance of relevant obligations and indebtedness under the

Technical Consultation and Service Agreement and other control agreements.

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.

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 financial statements preparation requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent

assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting

Management makes these estimates using the best information available when the calculations are made;

however, actual results

could differ materially from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments

purchased with original maturities of three months or less to be cash equivalents.

Investment Securities

The Company classifies securities it holds for

investment purposes into trading or available-for-sale.

Trading securities are bought and held principally for the purpose of selling

them in the near term.

All deposits not included in trading securities are classified as available for sale.

Trading and available-for-sale securities are

recorded at fair value.

Unrealized holding gains and losses on trading securities are included in the net income.

Unrealized holding gains

and losses, net of the related tax effect, on available for sale securities are excluded from net income.

They are reported as a separate

component of other comprehensive income until realized.

Realized gains and losses from the sale of available-for-sale securities are determined

on a specific identification basis.

A decline in the market value of any available-for-sale

security below cost that is deemed to be other-than-temporary results in a reduction in carrying amount to fair value.

The impairment

is charged as an expense to the statement of income and comprehensive income, and a new cost basis for the security is established.

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 asset is recoverable outweighs evidence to the

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.

Accounts Receivables

Accounts receivables are recognized and carried

at the original invoice amount less allowance for any uncollectible amounts.

An estimate for doubtful accounts is made when the collection

of the total amount is no longer probable.

Bad debts are written off as incurred.

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.

and prepayments to suppliers

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.

and equipment

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:

plant, and tree

and equipment

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.

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:

20 - 40 years

Landscaping, plant, and tree

Machinery and equipment

Motor vehicles

Office equipment

The cost and related accumulated depreciation

of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss is included in the Company’s results of operations.

The costs of maintenance and repairs are recognized as incurred;

significant renewals and betterments are capitalized.

assets are carried at cost less accumulated amortization.

Amortization is provided over their useful lives, using the straight-line

The estimated useful lives of the intangible assets are as follows:

in progress and prepayments for equipment

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.

represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination.

The Company conducts an annual assessment of its goodwill for impairment.

If the carrying value of its goodwill exceeds its fair

value, then impairment has incurred;

accordingly, a charge to the Company’s operations results will be recognized during the

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

Software licenses

Construction in Progress and Prepayments for

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 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;

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.

In 2020, the Company recorded approximately $2.34 million in impairment to its Canadian operating units Fast

Fast Approach’s main business is operated in China in which were materially adversely impacted by the COVID 19

for the impairment of long-lived assets

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.

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.

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 that is equal to 50% of the enterprise’s PRC registered capital.

currency translation

accompanying financial statements are presented in United States dollars.

The functional currency of the Company is the Renminbi

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.

value is generally determined using a discounted expected future cash flow analysis.

Accounting for the Impairment of Long-lived

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.

may become obsolete from a difference in the industry, introduction of new technologies, or if the Company has inadequate working capital

to utilize the long-lived assets to generate adequate profits.

Impairment is present if the carrying amount of an asset is less than its

expected future undiscounted cash flows.

If an asset is considered impaired, a loss is

recognized based on the amount by which the carrying amount exceeds the fair market value of the asset.

Assets to be disposed of are reported

lower the carrying amount or fair value fewer costs to selling.

Statutory Reserves

Statutory reserves refer to the amount appropriated

from the net income following laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be

used to expand production or operations.

PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on

an annual basis, an amount equal to 10 % of its profit.

Such an appropriation is necessary until the reserve reaches a maximum equal to

50 % of the enterprise’s PRC registered capital.

Foreign Currency Translation

The accompanying financial statements are presented

in United States dollars.

The functional currency of the Company is the Renminbi (RMB).

The Company’s assets and liabilities are translated

into United States dollars from RMB at year-end exchange rates.

Its revenues and expenses are translated at the average exchange rate

during the period.

Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

Period-end US$:

CDN$ exchange rate

Period-end US$:

RMB exchange rate

Period average US$:

CDN$ exchange rate

Period average US$:

RMB exchange rate

RMB is not freely convertible into foreign currencies, and all foreign exchange transactions must be conducted through authorized

financial institutions.

Company adopted ASC 606 “Revenue Recognition”

and 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

Company derives its revenues from selling fresh foods, spices, convenience foods, and tea products.

The RMB is not freely convertible into foreign

currencies, and all foreign exchange transactions must be conducted through authorized financial institutions.

Revenue Recognition

The Company adopted ASC 606 “Revenue Recognition.”

It recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration

we expect to be entitled to in exchange for those goods or services.

The Company derives its revenues from selling

explosion-proof skid-mounted refueling device, SF double-layer buried oil storage tank, high-grade synthetic fuel products, industrial

formaldehyde solution, urea-formaldehyde pre-condensate (UFC), methylal, urea-formaldehyde glue for environment-friendly artificial board

chemicals, food products like frozen fruits, beef & mutton products and vegetables and tea products.

The Company 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:

the contract with a customer;

the performance obligations in the contract;

the transaction price;

the transaction price to performance obligations in the contract;

revenue as the performance obligation is satisfied.

advertising costs are expensed as incurred.

outbound shipping and handling costs are expensed as incurred.

and development

research and development costs are expensed as incurred.

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.

● 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;

● Recognize revenue as the performance obligation is satisfied.

All advertising costs are expensed as incurred.

Shipping and Handling

All outbound shipping and handling costs are expensed

Research and Development

All research and development costs are expensed

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.

On December 30, 2020, 782,165 shares of common stocks are granted to six employees of the Company for stock compensation.

The closing stock price on December 30, 2020 is $2.25 per share.

Total amount of $1,759,871 are recorded as stock compensation expenses.

Company accounts for income tax using an asset and liability approach and recognizes deferred tax benefits in future years.

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 that future realization is uncertain.

Comprehensive

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.

Company computes earnings per share (“EPS”) following ASC Topic 260, “Earnings per share.”

measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for

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.

that are potentially an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded

from diluted EPS calculation.

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 fair value of financial instruments

held by the Company.

ASC Topic 825, “Financial Instruments,”

defines fair value and establishes a three-level valuation

hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures.

amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments

and are a reasonable estimate of their fair values because of the short period 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:

1 - inputs to the valuation methodology used quoted prices for identical assets or liabilities in active markets.

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

3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities

from Equity,”

and contingencies

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.

accounting pronouncements

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

for employees at fair value on the grant date and recognizes the expense one time because there is no employee’s requisite service period

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

● 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.

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.

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.

reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets.

The Company reviews the

recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset

may not be recoverable.

The assessment of possible impairment is based on its ability to recover the carrying value of the asset from

the expected undiscounted future pre-tax cash flows of the related operations.

The Company has elected to include the carrying amount

of operating lease liabilities in any tested asset group and it includes the associated operating lease payments in the undiscounted future

pre-tax cash flows.

As of December

31, 2021, there were approximately $ 0.58 million right of use (“ROU”) assets and approximately $ 0.44 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

From time to time, the Company is a party to various

legal actions arising in the ordinary course of business.

The majority of these claims and proceedings related to or arise from commercial

The Company first determine whether a loss from a claim is probable, and if it is reasonable to estimate the potential loss.

The Company accrues costs associated with these matters when they become probable, and the amount can be reasonably estimated.

incurred in connection with loss contingencies are expensed as incurred.

Also, the Company disclose a range of possible losses, if a loss

from a claim is probable but the amount of loss cannot be reasonably estimated, which is in line with the applicable requirements of Accounting

Standard Codification 450.

The Company’s management does not expect any liability from the disposition of such claims and litigation

individually or in the aggregate would have a material adverse impact on the Company’s consolidated financial position, results

of operations and cash flows.

Recent Accounting Pronouncements

In February 2018, the FASB issued ASU 2018-02,

Income Statement - Reporting Comprehensive Income (Topic 220):

Reclassification of Certain Tax Effects from Accumulated Other Comprehensive

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.

August 2018, the FASB issued ASU 2018-13, “

Fair Value Measurement (Topic 820), –

Disclosure Framework –

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.

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 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

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

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.

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.

cash represents interest-bearing deposits placed with banks to secure banking facilities in the form of loans and notes payable.

The funds are restricted from immediate use and are designated for settlement of loans or notes when they become due.

Variable interest entity (“VIE”)

VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities

without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial

interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb

the expected losses of the entity.

If any, the variable interest holder that has a controlling financial interest in a VIE is

deemed to be the primary beneficiary and must consolidate the VIE.

PLAG WOFE is deemed to have the controlling financial interest

and be the primary beneficiary of Xianning Bozhuang Tea Products Co., Ltd because it has both of the following characteristics:

power to direct activities at Xianning Bozhuang Tea Products Co., Ltd that most significantly

impact such entity’s economic performance, and

obligation to absorb losses of, and the right to receive benefits from Xianning Bozhuang

Tea Products Co., Ltd that could potentially be significant to such entity.

to the Contractual Arrangements, Xianning Bozhuang Tea Products Co., Ltd pays service fees equal to all of its net income to PLAG

At the same time, PLAG WFOE is obligated to absorb all of Xianning Bozhuang Tea Products Co., Ltd’s losses.

The Contractual

Arrangements are designed so that Xianning Bozhuang Tea Products Co., Ltd operate for the benefit of PLAG WFOE and ultimately,

Accordingly, the accounts of Xianning Bozhuang Tea Products Co., Ltd are consolidated in the accompanying consolidated

financial statements.

In addition, its financial positions and results of operations are included in the Company’s consolidated

financial statements.

carrying amount of VIE’s consolidated assets and liabilities are as follows:

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.

Variable Interest Entity (“VIE”)

A VIE is an entity that has either a total equity

investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose

equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected

residual returns of the entity or obligation to absorb the expected losses of the entity.

If any, the variable interest holder with a

controlling financial interest in a VIE is deemed the primary beneficiary and must consolidate the VIE.

PLAG WOFE is deemed to have the

controlling financial interest and be the primary beneficiary of 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

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 PLAG WFOE.

At the same time,

PLAG 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.

carrying amount of VIE’s consolidated assets and liabilities are as follows ：

Cash and cash equivalents

Note and Accounts receivable, net

Other receivables - third party

Inventories, net

Accounts receivable, net

Restricted cash

Note Receivable

Other receivables

Advances to suppliers

Intercompany receivable

Other receivables-related parties

TOTAL CURRENT ASSETS

Plan and equipment, net

Plant and equipment, net

Intangible assets, net

Construction in progress, net

Deferred tax assets

Total Non-Current Assets

Short-term bank loans

Accounts payable

Accounts payable - related party

Advance from customer

Advance from customers

Other payables and accrued liabilities

Other payables - related party

Intercompany payable

Other payables-related parties

Taxes payable

Deferred income

Long term payable-current portion

TOTAL CURRENT LIABILITIES

Long term payable

Long-term payables

TOTAL LIABILITIES

Paid-in capital

Statutory reserve

Retained earnings

( 5,357,908 )

Accumulated other comprehensive income

TOTAL LIABILITIES AND SHAREHOLDERS’

summarized operating results of the VIE’s are as follows:

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

The summarized operating results of the VIE’s

are as follows:

Operating revenues

Income from operations

Income (loss) from operations

( 1,072,779 )

Net income (loss)

Business Combination

On June 5, 2020, the Company and its wholly owned

subsidiary the Planet Green Holdings Corporation (BVI) acquired all of the outstanding equity interests of Fast Approach Inc.

It was incorporated

under Canada’s laws and the business of operation of a demand-side platform targeting the Chinese education market in North America.

The Company’s acquisition of Fast Approach Inc.

was accounted

for as a business combination in accordance with ASC 805.

The Company has allocated the purchase price of Fast Approach Inc.

the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date.

Other current assets and current liabilities

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.

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, plant and equipment, and intangible assets identified as of the acquisition date and considered a number of factors including

valuations from independent appraisers.

Acquisition-related costs incurred for the acquisitions are not material and have been expensed

as incurred in general and administrative expense.

The following table summarizes the fair value of the identifiable assets

acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation at the date of the acquisition

of Fast Approach Inc.:

assumed, and intangible assets identified as the acquisition date and considering several other available factors.

Acquisition-related

costs incurred for the acquisitions are not material and expensed as incurred in general and administrative expenses.

The following table summarizes the fair value

of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation

at the date of the acquisition of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd:

Total consideration at fair value

Accounts receivable, net

Inventories, net

Advances to suppliers

Other receivables

Right-of-use assets

Plant and equipment, net

Deferred tax assets

Short-term loan - bank

Lease payable-current portion

Accounts payable

Advance from customers

Other payables and accrued liabilities

Lease payable-non current portion

Income taxes payable

Total liabilities

Noncontrolling interest

Net assets acquired

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.

goodwill is expected to be deductible for income tax purposes.

Acquisition of Jilin Chuangyuan Chemical Co.,

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

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.

estimated the fair values of the assets acquired and liabilities taken at the acquisition date following the business combination standard

issued by the FASB with the valuation methodologies using level 3 inputs, except for other current assets and current liabilities were

valued using the cost approach.

Management of the Company is responsible for determining the fair value of assets acquired, liabilities

assumed, and intangible assets identified as of the acquisition date and considering several other available factors.

Acquisition-related

costs incurred for the acquisitions are not material and expensed as incurred in general and administrative expenses.

The following table summarizes the fair value

of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation

at the date of the acquisition of Jilin Chuangyuan Chemical Co., Ltd:

Total consideration at fair value

Accounts receivable, net

Inventories, net

Advances to suppliers

Other receivables

Other receivables-RP

Plant and equipment, net

Intangible assets, net

Deferred tax assets

Short-term loan - bank

( 3,826,934 )

Long term payable

( 1,162,355 )

Accounts payable

Advance from customers

Other payables and accrued liabilities

( 2,815,356 )

Other payables-RP

Income taxes payable

Total liabilities

( 9,438,255 )

Non controlling interest

( 1,613,518 )

Net assets acquired

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

None of the goodwill is expected to be deductible for income tax purposes.

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

Acquisition-related costs incurred for the acquisitions are not material and expensed as incurred in general and administrative

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

Cash and cash equivalents, and Restricted Cash

Trade receivable and Note receivable

Related party receivable

Other current assets

Plant and equipment

Other noncurrent assets

Plant and equipment, net

Intangible assets, net

Short-term loan-bank

( 3,735,614 )

Related party payable

( 2,639,938 )

Accounts payable

( 1,966,099 )

Other current liabilities

( 3,902,896 )

Total liabilities

Net asset acquired

As of the date of the acquisition, the net asset acquired

negative $89,940 is less than total consideration at fair value $4,679,940.

The difference of $4,679,940 will be added to the goodwill

and additional paid in capital.

Trade Receivables

Company extends credit terms of 15 to 60 days to the majority of its domestic customers, which include third-party distributors,

supermarkets, and wholesalers

accounts receivable

( 12,244,547 )

Non controlling interest

( 3,758,545 )

Net assets acquired

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.

Acquisition of Shandong Yunchu Trading Co.,

9, 2021, the Company and its wholly-owned subsidiary Jiayi Technologies (Xianning) Co., Ltd,

formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd.

, entered into a

Share Exchange Agreement with Shandong Yunchu Supply Chain Co., Ltd, and each of shareholders of Shandong Yunchu Supply Chain Co., Ltd.

The Company issued an aggregate of 5,900,000 shares of common stock to the equity

holders of A Shandong Yunchu Supply Chain Co., Ltd for the transfer to 100 % of the equity

interest of Shandong Yunchu Supply Chain Co., Ltd to the Jiayi Technologies (Xianning) Co.,

The Company’s acquisition of Shandong

Yunchu Supply Chain Co., Ltd was accounted for as a business combination following ASC 805.

The Company has allocated the purchase

price of Shandong Yunchu Supply Chain Co., Ltd based upon the fair value of the identifiable

assets acquired and liabilities assumed on the acquisition date.

The Company estimated the fair values of the assets acquired and liabilities

taken at the acquisition date following the business combination standard issued by the FASB with the valuation methodologies using level

3 inputs, except for other current assets and current liabilities were valued using the cost approach.

Management of the Company is responsible

for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date and

considered several other available factors.

Acquisition-related costs incurred for the acquisitions are not material and expensed as incurred

in general and administrative expenses.

The following table summarizes the fair value

of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation

at the date of the acquisition of Shandong Yunchu Supply Chain Co., Ltd :

The following table summarizes the fair value

of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation

at the date of the acquisition of Shandong Yunchu Supply Chain Co., Ltd :

Total consideration at fair value

Cash and cash equivalents, and Restricted Cash

Trade receivable and Note receivable

Related party receivable

Other current assets

Plant and equipment, net

Intangible assets, net

Short-term loan-bank

Related party payable

Accounts payable

Other current liabilities

( 4,155,344 )

Total liabilities

( 5,147,768 )

Non controlling interest

Net assets acquired

Approximately $ 4.72 million of goodwill arising

from the acquisition consists mainly of synergies expected from combining the operations of the Company and Shandong

Yunchu Supply Chain Co., Ltd .

None of the goodwill is expected to be deductible for income tax purposes.

Restricted Cash

As of December 31, 2021 and 2020, the balance of restricted cash was

$ 380,750 and $ 0 , respectively.

The details of restricted cash refer to Note 24 contingency section.

Account Receivable, Net

The Company extends credit terms of 15 to 60 days

to the majority of its domestic customers, which include third-party distributors, supermarkets, and wholesalers

Trade accounts receivable

Allowance for doubtful accounts

for doubtful accounts:

debt written-off

Advances to suppliers

advances to suppliers balance of $5,922,562 and $1,558,922 as of December 31, 2020 and December 31, 2019, respectively, mainly

represents the advanced payment to the suppliers for raw materials.

consisted of the following as of December 31, 2020, and 2019.

and Equipment

Plant, and equipment consisted of the following

as of December 31, 2020, and 2019:

( 1,662,516 )

Allowance for doubtful accounts

Beginning balance:

Additions to allowance

( 1,616,367 )

Bad debt written-off

Ending balance

$ ( 1,662,516 )

Advances and Prepayments to Suppliers

Prepayments include investment deposits to guarantee

investment contracts and advance payment to suppliers and vendors to procure raw materials.

Prepayments consist of the following:

Investment deposit

Payment to suppliers and vendors

Inventories consisted of the following as of December

31, 2021 and December 31, 2020

Raw materials

Inventory of supplies

Work in progress

Finished goods

Plant and Equipment

and equipment consisted of the following as of December 31, 2021 and December 31, 2020:

Machinery and equipment

2 unchanged sentences

Accumulated depreciation

Depreciation expense for the years ended December

31, 2020, and 2019 was $290,690 and $193,399 respectively.

( 10,200,203 )

Construction in progress

expense for the twelve months ended December 31, 2021 and 2020 was $ 2,212,080 and $ 290,690 , respectively.

Intangible Assets

Land use rights

Software licenses

Accumulated amortization

the land use rights of a parcel of industrial land of 31,585 square meters was obtained on April 15, 2019 with a consideration

of $750,224, located at Xianning City, Hubei Province, China with the land use right until June 12, 2068.

a tea brand trademark was obtained on March 28, 2014 with a consideration of $895,187, registered with the China National Intellectual

Property Administration, registration number is 16964992A.

Amortization expense for the years ended December

( 1,001,444 )

Amortization expense for the twelve months ended December

31, 2021 and 2020 was $ 241,172 and $ 183,590 respectively.

Parties Transaction

of December 31, 2020 and 2019, the outstanding balance due to related parties is $19,850 and $2,003,390, respectively.

of December 31, 2020 and 2019, the outstanding balance of $19,850 and $Nil, respectively.

The balance as of December 31, 2020

due to Yong Yang, an executive of a subsidiary, was advances for working capital of the Company, non-interest bearing, and unsecured,

unless further disclosed.

As of December 31, 2020 and 2019, the outstanding balance was

$Nil and $2,003,390 due to Mr.

Bin Zhou, Chief Executive Officer and Chairman of the Company, respectively, is advances for working

capital of the Company which are fully paid off as of December 31, 2020.

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

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.

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.

As of December 31,

2021, The Company paid approximately $ 3,136,910 and purchased 20 % of Shandong Ningwei New Energy Technology Co., Ltd’s total equity

for investments purpose.

Based on ASU 2016-01, an entity will be able to elect to record equity investments without readily

determinable fair values and not accounted for by the equity method at cost, less impairment, adjusted for subsequent observable price

Entities that elect this measurement alternative will report changes in the carrying value of the equity investments in current

As of December 31, 2021, the

Company spent $ 7,770,943 to purchase real estates, a commercial complex, for the start-up of the tea trade project, which project has

been included in Xianning City government’s 13th Five-Year Development Plan.

The Company plans to hold this real estate to earn

rentals income..

Other Payable

As of December 31, 2021 and December 31, 2020,

the balance of other payable was $ 8,635,189 and $ 1,848,598 .

Other payables – third parties are those non-trade payables arising

from transactions between the Company and certain third parties.

Related Parties Transaction

As of December 31, 2021 and December 31, 2020,

the outstanding balance due from related parties was $ 7,670,434 and $ 0 , respectively.

Significant related parties comprised much of the

total outstanding balance as of December 31, 2021 are stated below:

The outstanding

balance of $ 4,470,097 was due from Mr.Cai Xiaodong, the shareholder of the Anhui Ansheng Petrochemical Equipment Co., Ltd;

The outstanding

balance of $ 735,140 was due from Meihekou Chuangyuan Chemical Co.

LTD, which has the same legal representative as Jilin branch.

The outstanding

balance of $ 2,364 ,861was due from Wuxi Xinganbang Petrochemical Equipment Co., Ltd, which has significant influence on Ansheng branch.

The outstanding

balance of $ 100,336 was due from a couple of individuals, which has significant influence on Ansheng branch.

These above nontrade receivables arising from

transactions between the Company and certain related parties, such as loans to these related parties.

These loans are unsecured, non-interest

bearing and due on demand.

As of December 31, 2021 and December 31, 2020,

the outstanding balance due to related parties was $ 5,196,225 and $ 19,850 , respectively.

Significant parties comprised much of the total

outstanding balance as of December 31, 2021 are stated below:

The outstanding balance of $ 1,077,529 as of December

31, 2021, was due to Ms.

Yan Yan, the spouse of the legal representative of Jilin Chuangyuan Chemical Co., Ltd;

The outstanding balance of $ 2,093,792 as of December

31, 2021, was due to Mr.

Su Lei, the executive of Anhui Ansheng Petrochemical Equipment Co., Ltd;

The outstanding balance of $ 487,054 as of December

31, 2021, was due to Mr.

Bin Zhou, Chief Executive Officer and Chairman of the Company;

The outstanding balance of $ 352,902 as of December

31, 2021, was due to Wuxi Yangchang Chemical Machinery Factory, which has significant influence on Ansheng branch;

The outstanding balance of $ 871,257 as of December

31, 2021, was due to a couple of executives of the subsidiaries of the Company;

The outstanding balance of $ 313,691 as of December

31, 2021, was due to the senior managements of Jilin Chuangyuan Chemical Co., Ltd;

The balance was advanced for working capital of

the Company, non-interest bearing, and unsecured unless further disclosed.

The changes in the carrying amount of goodwill

by reportable segment are as follows :

Balance as of December 31, 2019

Goodwill acquired through acquisition

Goodwill impairment

( 2,339,829 )

Balance as of December 31, 2020

Goodwill acquired through acquisition

Goodwill impairment

( 2,340,111 )

Balance as of December 31, 2021

The goodwill related to the acquisition of Fast Approach was impaired

as the result of actual financial performance being less than that originally forecasted and estimates of future cash flows are at the

time of this report, are expected to be less than previously estimated.

The global COVID 19 pandemic was a significant macroeconomic factor

that contributed to the downward revisions of previous estimation and forecasts;

accordingly, after management considered different factors

including COVID 19 and performed an analysis by discounting future cash flows, it determined that the fair value of the Fast unit was

less than the carrying value;

therefore, the Company recorded impairment of goodwill to reflect the difference between fair value and

the then previously unimpaired carrying value.

Management will continue to monitor for additional deterioration of cash flows.

Goodwill related to JSSH was written off in its entirety as the unit

experienced operating losses in the years ended December 31, 2021 and 2020, and based on past performance as guidance for future performance,

management determined that discounted expected future cash flows and profitability from the unit were enough to support the carrying value

for synergies that were expected to be realized when the Company originally acquired the unit.

The outstanding balances on short-term bank loans

consisted of the following:

Weighted average

interest rate

Rural Credit Cooperatives of Jilin Province, Jilin Branch

Due in November 2023

Loan from Anhui Langxi Rural Commercial Bank Of China

Due in December 2021

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 loan from Anhui Langxi Rural

Commercial Bank Of China, Ansheng Branch was credit line obtained for general working capital.

As of December 31, 2021, the loan was

overdue and the Company proposed to extend maturities on this loan.

During the subsequent period, the Company is

negotiating a loan extension with its bankers and it is probable that the bank routinely

keeps rolling over debt to keep the Company’s liquidity.

Anhui Langxi Rural Commercial Bank’s bank loan has been guaranteed

by Anhui Langxi Small and Medium Enterprise Financing Guarantee Co., Ltd.

to which Ansheng branch provides the plant with book value of

$ 3,812,106 as the collateral.

Advance from Customers

The proceeds which are received in advance of the delivery of goods

pursuant to applicable contracts, are initially recorded as advance from customer.

As of December 31, 2021 and 2020, the balance of advance

from customers was approximately $ 6,190,091 and $ 241,893 .

These advances are considered as contract liabilities.

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”).

transaction closed on May 14, 2019.

Under 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, under 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.

February 10, 2020, the Company entered into a securities purchase agreement with Mengru Xu and Zhichao Du, pursuant to which Ms.

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 10, 2020, the Company entered into

a securities purchase agreement with Mengru Xu and Zhichao Du, according to which Ms.

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.

June 5, 2020, the Company issued an aggregate of 1,800,000 shares of its common stock to acquire all the outstanding equity interest

of Fast Approach Inc., a corporation incorporated under the laws of Canada and in the business of operating a demand side platform

targeting the Chinese education market in North America.

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.

of December 31, 2020, there were 11,809,930 shares of common stock outstanding.

The Company’s primary operations are located

in Canada and the PRC.

The corporate income tax rate was 13% in Canada and 25% in the PRC as of December 31, 2020.

following tables provide the reconciliation of the differences between the statutory and effective tax expenses following as of

December 31, 2020 and 2019.

Loss attributed to PRC continuing operations

On June 5, 2020, the Company issued an aggregate

of 1,800,000 shares of its common stock to acquire all the outstanding equity interest of Fast Approach Inc., a corporation incorporated

under the laws of Canada and in the business of operating a demand side platform targeting the Chinese education market in North America.

On December 30, 2020, the Company issued a total

of 782,165 ordinary shares to six employees of the Company.

Total fair value of these ordinary shares was 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

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 common shares was approximately $ 1.16 million.

compensation expenses are to be recognized in the fiscal year 2021 because there is no employee’s requisite service period requirement.

On December 30, 2021, The Company issued

an aggregate of 5,900,000 shares of common stock to the equity holders of A Shandong Yunchu

Supply Chain Co., Ltd for the transfer to 100 % of the equity interest of Shandong Yunchu

Supply Chain Co., Ltd to the Jiayi Technologies (Xianning) Co., Ltd.

As of December 31, 2021, there were 35,581,930

shares of common stock outstanding.

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 years ended December 31, 2021 and 2020:

Loss attributed to PRC operations

$ ( 5,540,404 )

Loss attributed to U.S.

( 1,753,427 )

( 20,529,997 )

Loss attributed to Canada operations

( 2,640,821 )

Income attributed to BVI

Loss attributed to U.S.

( Loss) income before

PRC Statutory Tax at 25%

Canada Statutory Tax at 13%

Federal Statutory Income Tax at 21%

Loss before tax

$ ( 9,934,652 )

$ ( 11,202,074 )

PRC Statutory Tax at 25% Rate

( 1,385,101 )

Effect of tax exemption granted

Valuation allowance

Per Share Effect of Tax Exemption

2 unchanged sentences

Per share effect

difference between the U.S.

federal statutory income tax rate and the Company’s effective tax rate was as follows as of

December 31, 2020 and 2019:

The difference between the U.S.

federal statutory

income tax rate and the Company’s effective tax rate was as follows as of December 31, 2021 and 2020:

federal statutory income tax rate

Higher (lower) rates in PRC, net

Expenses not deductible to taxable income

The Company’s effective tax rate

debt allowances must be approved by the Chinese tax authority prior to being deducted as an expense item on the tax return.

deferred tax assets are not likely realized.

Earnings/(Loss)

of basic and diluted earnings per share were as follows:

Non-recognized deferred tax benefits in the PRC

The Company’s effective tax rate

Earnings/(Loss) Per Share

Components of basic and diluted earnings per share

were as follows:

For the years ended

(Loss) income from continuing operations

Loss from operations attributable to common stockholders

$ ( 9,740,486 )

Income (loss) from discontinued operations

$ ( 11,501,163 )

Basic and diluted (loss) earnings per share denominator:

Original Shares:

Original Shares at the beginning:

Additions from Actual Events -issuance of common stock for cash

Additions from Actual Events –

issuance of common stock for acquisition

Additions from Actual Events –

issuance of common stock for stock compensation

Additions from Actual Events – issuance of common stock for acquisition

Additions from Actual Events – issuance of common stock for stock compensation

Basic Weighted Average Shares Outstanding

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

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

(Loss) income per share - Basic and diluted

Concentrations

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

(Loss) income per share from discontinued operations-Basic and diluted

(Loss) income per common shareholders - Basic and diluted

Basic and diluted weighted average shares outstanding

Concentrations

following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues as of

December 31, 2020 and 2019.

Customers Concentrations:

The following table sets forth information about

each customer that accounted for 10 % or more of the Company’s revenues for the years ended December 31, 2021 and 2020.

For the years ended

December 31, 2020

December 31, 2019

Concentrations

following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchase as of

December 31, 2020 and December 31, 2019.

For the periods ended

December 31, 2020

December 31, 2019

of December 31, 2020, the Company has reclassified the results of operations and the financial position of Taishan Muren and Shenzhen

Lorain as discontinued operations.

Selected details regarding those discontinued operations are provided below.

Suppliers Concentrations

The following table sets forth information about

each supplier that accounted for 10 % or more of the Company’s purchase for the years ended December 31, 2021 and 2020.

For the years ended

Results of Operations

Cost of revenues

Operating expenses:

Selling and marketing expenses

General and administrative expenses

Total operating expenses

Operating loss

Other income (expenses):

Interest income(expenses), net.

Other income(expenses), net.

Impairment for goodwill

Write off receivables from disposal of former subsidiaries

Total other (expenses) income

Loss before taxes

Net income(loss)

As of December 31,

Financial Position

Current assets

Cash and cash equivalents

Trade receivables, net

Advances and prepayments to suppliers

Other receivables and other current assets

Related party receivable

Total current assets

Non-current assets

Property, plant and equipment, net

Construction in progress, net

Right-of-use assets

Total non-current assets

Liabilities and Stockholders’

Current liabilities

Short-term bank loans

Accounts payable

Taxes payable

Accrued liabilities and other payables

Customers deposits

Related party otherpayables

Lease payable-current portion

Total current liabilities

Lease payable- non-current

Total non-current liabilities

Total Liabilities

Lease commitment

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 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 $0.82 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 1.33 years.

The Company’s lease agreements

do not contain any material residual value guarantees or material restrictive covenants.

For the twelve months ended December

31, 2021 and 2020, rent expenses amounted to $ 442,297 and $ 413,572 respectively.

The five-year maturity of the

Company’s lease obligations is presented below:

Twelve months ended December 31,

Operating lease amount

Total lease payment

Present value of lease liabilities

The Company’s deposits are made with banks located in the PRC.

They do not carry federal deposit insurance and may be subject to loss of the banks become insolvent.

Since the Company’s inception, the age of account receivables has been less than one year, indicating that the Company is subject to the minimal risk borne from credit extended to customers.

Interest risk

The Company is subject to interest rate risk when short-term loans become due and require refinancing.

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.

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 Xianning Bozhuang and Fast Approach.

The Company’s consolidated results of operations and consolidated financial

position from continuing operations are almost all attributable to Xianning Bozhuang and Fast Approach.

Accordingly, management believes

that the consolidated balance sheets and statement of operations provide the relevant information to assess Xianning Bozhuang and Fast

Approach’s performance.

The following represents assets by division as

Total assets as of

Fast Approach and Shanghai Xunyang

which requires that companies disclose segment data based on how management makes the decision about allocating resources to segments

and evaluating their performance.

The Company’s management assesses performance and determines resource allocations based on several

factors, the primary measure being income from operations.

The Company’s primary business segment and

operations are Shandong Yunchu, Jingshan Sanhe, Anhui Ansheng, Jilin Chuangyuan, Xianning

Bozhuang and Fast Approach.

The Company’s consolidated operations and consolidated financial position from continuing operations

are almost all attributable to Shandong Yunchu, 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 Shandong Yunchu, Jingshan Sanhe, Anhui Ansheng,

Jilin Chuangyuan, Xianning Bozhuang and Fast Approach’s performance.

Segment reporting

Fast Approach and Shanghai Shuning

Xianning Bozhuang

Jingshan Sanhe

Anhui Ansheng

Jilin Chuangyuan

Jiayi Technologies (Xianning) Co., Ltd.

Planet Green Holdings Corporation (BVI)

Shandong Yunchu

Planet Green Holdings Corporation

Lucky Sky Planet Green Holdings Co., Limited (H.K.).

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.

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.

Company is subject to interest rate risk when short term loans become due and require refinancing.

and political risks

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.

Company’s operations in the PRC are subject to special considerations and significant risks not typically associated

with companies in North America and Western Europe.

These include risks associated with, among others, the political, economic

and legal environment and foreign currency exchange.

The Company’s results may be adversely affected by changes in the

political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations,

anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

Environmental

Company has procured environmental licenses required by the PRC government.

The Company has both a water treatment facility

for water used in its production process and secure transportation to remove waste off site.

In the event of an accident,

the Company has purchased insurance to cover potential damage to employees, equipment, and local environment.

monitors changes in prices levels.

Historically inflation has not materially impacted the Company’s financial statements;

however, significant increases in the price of raw materials and labor that cannot be passed to the Company’s customers

could adversely impact the Company’s results of operations.

of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd

January 2021, the Company and its wholly-owned subsidiary Jiayi Technologies (Xianning) Co., Ltd, formerly known as Lucky Sky

Petrochemical Technology (Xianning) Co., Ltd., entered into a series of VIE agreements with Jingshan Sanhe Luckysky New Energy

Technologies Co., Ltd and its equity holders to obtain control and become the primary beneficiary of Jingshan Sanhe Luckysky New

Energy Technologies Co., Ltd.

The Company consolidated Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd’s accounts

According to the VIE agreements, the Company issued an aggregate of 2,200,000 shares of common stock of the Company

to the equity holders of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd in exchange for the transfer of 85% of the equity

interest of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd to the Jiayi Technologies (Xianning) Co., Ltd.

The significant

terms of these VIE agreements are summarized in “Note 2 - Summary of Significant Accounting Policies”

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.

of Jilin Chuangyuan Chemical Co., Ltd

In March 2021, the Company and its wholly-owned

subsidiary Jiayi Technologies (Xianning) Co., Ltd, formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd., entered

into a series of VIE agreements with Jilin Chuangyuan Chemical Co., Ltd and its equity holders to obtain control and become the primary

beneficiary of Jilin Chuangyuan Chemical Co., Ltd.

The Company consolidated Jilin Chuangyuan Chemical Co., Ltd’s accounts as its

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”

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.

of the Company is responsible for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified

as of the acquisition date and considered several other available factors.

Acquisition-related costs incurred for the acquisitions

are not material and expensed as incurred in general and administrative expenses.

The following table sets forth the unaudited pro

forma condensed combined balance sheet for the purpose of providing a brief description of the respective identifiable assets and liabilities

of the two companies and the impact on the overall statement of PLAG assuming that the merger date was on December 31, 2020.

Green Holdings Corp.

Pro Forma Condensed Combined Balance Sheet

OF DECEMBER 31, 2020

in US Dollars)

Accounts receivable

Advances and prepayments to suppliers

Other receivables and other current assets

Due from related parties

Total Current Assets

Property, plant and equipment, net.

Intangible assets, net

Right-of-use assets

Other assets and goodwill

Deferred Tax Asset

Total Non-Current Assets

LIABILITIES, MINORITY INTEREST & STOCKHOLDERS’

Short term loans

Accounts payable

Customer advances and deposits

Other payable

Due to related parties

Taxes payable

Deferred tax liabilities

Lease payables

Total Current Liabilities

Long term debt

Long term payable

Lease payables-non current

Total Non-Current Liabilities

Total Liabilities

Stockholders’

Registered capital

$ (13,990,747 )

Additional paid in capital

Statutory reserves

Retained earnings

(84,331,897 )

(86,743,319 )

Accumulated other comprehensive income

Total stockholders’

Non-controlling interest

Total Liabilities & Stockholders’

Contingencies

From time to time, the Company is a party to various

legal actions arising in the ordinary course of business.

In November 2021, the claim occurred between Ansheng and Beijing Aerospace Star

Technology Co., Ltd due to the dispute over the commercial contracts.

On November 16, 2021, Beijing Aerospace Star Technology Co., Ltd

applied for pre-litigation custody of property preservation with the local people’s Court of Langxi County, freezing Ansheng’s available

cash of $ 229,120 before filing the action.

The liabilities amounts have been accrued in the accompanying consolidated financial statements

for the year ended December 31, 2021.

As of December

31, 2021, the loan from Anhui Langxi Rural Commercial Bank Of China was overdue and the Company proposed to extend maturities on this

During the subsequent period, the Company is negotiating a loan extension with its bankers and it

is probable that the bank routinely keeps rolling over debt to keep the Company’s liquidity.

The Plaintiff(Wuxi Suxin Natural Gas Utilization Co., Ltd.) sued for

that the defendants (Anhui Xuanneng Natural Gas Energy Equipment Co., Ltd, Anhui Ansheng Petrochemical Equipment Co., Ltd and other related

individuals) have damaged the interest of creditors and the defendant should restitute the plaintiff’s mortgage loan principal as

well as the interest.

The case has now been transferred to the Changfeng County Court of Anhui Province for processing.

Meanwhile, due

to the impact of this case, Ansheng Company’s available cash of $ 151,630 was temporarily frozen by the court.

There was a few solid

evidence proves that Anhui Ansheng Petrochemical Equipment Co., Ltd.

and Anhui Xuanneng Natural Gas Energy Equipment Co., Ltd.

are independent

entities, management believes the possibility of unfavorable outcome occur is remote and there was not any negative or any contingency

impact on the 2021 Financial statements.

Subsequent Events

The Company has assessed all events from December 31, 2021 up through

March 30, 2022, which is the date that these consolidated financial statements are available to be issued, unless as disclosed below,

there are not any material subsequent events that require disclosure in these consolidated financial statements.

On January 13, 2022, 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 exchange for the

issuance of an aggregate of 7,000,000 shares of the Company’s common stock, representing a purchase price of approximately $ 1.00

On February 11, 2022, the Company has entered into a Share Purchase

Agreement with Xiaodong Cai, the shareholders of Anhui Ansheng Petrochemical Equipment Co., Ltd., pursuant to the Share Purchase Agreement,

the Company shall pay the Seller up to an aggregate of U.S.

$5,250,000 in exchange for 20.58% of the issued and outstanding shares of

Anhui Ansheng Petrochemical Equipment Co., Ltd.

After execution of this agreement, the Company held Ansheng’s 86.58%

issued and outstanding shares.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures