What changed in this filing

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Item 1. Business

2023-02-06 compared with 2019-04-16 · 877 added, 109 removed, 32 unchanged (97% of the section changed)

Overview of Our Business

We are headquartered in Shanghai, China.

Since the restructuring of our company in September 2018, our primary business, which is carried out by Taishan Muren, our newly acquired business, is:

to develop and market products, such as sauces, from herbs and spices that we grow in China;

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

In addition, we sold certain convenience food products produced by our historical businesses in China in the year ended December 31, 2018 and discontinued the offering of convenience food products on December 10, 2018.

Planet Green Holdings Corp.

Green”) is not an operating company in the PRC but a Nevada holding company with its operations conducted through its subsidiaries

in the PRC, U.S., Hong Kong and Canada (the “Subsidiaries”) and through contractual arrangements with its variable interest

entities, or VIEs, including Jilin Chuanyuan and Anhui Ansheng (the “VIEs”), which are companies incorporated in the PRC.

The VIEs are consolidated for accounting purpose only and Planet Green does not own any equity interest in the VIE.

Investors may never

directly hold equity interests in the VIEs.

The VIE structure is used to provide investors with exposure to foreign investment in China-based

companies where Chinese law prohibits or limits direct foreign investment in the operating companies.

However, our contractual arrangements

with the VIEs are not equivalent of an investment in the VIEs.

Investors of our securities thus are not purchasing equity interest in

the VIEs and their subsidiaries in China but instead are purchasing equity interest in a Nevada holding company.

Such VIE arrangement

is not identical to owning such entities directly, and investors will own shares in a holding company with contracts with the VIEs and

will not have any equity ownership of such VIEs themselves.

The VIE arrangement may not be as effective as direct ownership in providing

us with control over the VIEs.

Direct ownership would allow us, for example, to directly or indirectly exercise our rights as a shareholder

to effect changes in the boards of directors, which, in turn, could affect changes, subject to any applicable fiduciary obligations at

the management level.

However, under the VIE arrangement, as a legal matter, if the VIEs or its shareholders fail to perform their respective

obligations under the VIE arrangement, we may have to incur substantial costs and expend significant resources to enforce those arrangements

and resort to litigation or arbitration and rely on legal remedies under PRC laws.

These remedies may include seeking specific performance

or injunctive relief and claiming damages, any of which may not be effective.

In the event we are unable to enforce these VIE Agreements

or we experience significant delays or other obstacles in the process of enforcing the VIE arrangement, we may lose control over the assets

owned by the VIE.

Our corporate structure is subject to risks relating

to our contractual arrangements with our VIEs and their shareholders.

Such contractual arrangements have not been tested in any of the

There are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations,

and rules relating to these contractual arrangements.

If the PRC government finds these contractual arrangements non-compliant with the

restrictions on direct foreign investment in the relevant industries, or if the relevant PRC laws, regulations, and rules or the interpretation

thereof change in the future, we could be subject to severe penalties or be forced to relinquish our interests in the VIEs or forfeit

our rights under the contractual arrangements.

We and investors face uncertainty about potential future actions by the PRC government,

which could affect the enforceability of our contractual arrangements with our VIEs and consequently, significantly affect the financial

condition and results of operations of us.

If we are unable to claim our right to control the assets of the VIEs, our common stock may

decline in value or become worthless.

The PRC government could even disallow the VIE structure completely, which would likely result in

a material adverse change in our operations and our common stock may significantly decline in value or become worthless.

Under our corporate structure, our ability to pay

dividends and to service any debt we may incur and pay our operating expenses principally depends on dividends paid by our PRC subsidiaries

Cash is transferred through our organization in the manner as follows:

(1) we may transfer funds to our WFOEs through our Hong

Kong subsidiaries, Lucky Sky Planet Green Holdings Co., Limited (HK), and Bless Chemical Co., Ltd.

(HK) by additional capital contributions

or shareholder loans, as the case may be;

(2) the VIEs may pay service fees to our PRC subsidiaries for services rendered by our PRC subsidiaries;

(3) our PRC subsidiaries may pay service fees to the VIEs for services rendered by the VIEs;

and (4) our PRC subsidiaries may make dividends

or other distributions to the Planet Green.

We do not have cash management policies dictating how funds are transferred throughout our

organization.

We may encounter difficulties in our ability to transfer cash between PRC subsidiaries and non-PRC subsidiaries largely

due to various PRC laws and regulations imposed on foreign exchange.

If we intend to distribute dividends to the Planet Green, our WFOEs

will transfer the dividends to our Hong Kong subsidiaries in accordance with the laws and regulations of the PRC, and then our Hong Kong

subsidiaries will transfer the dividends to the Planet Green, and the dividends can be distributed from the Planet Green to all shareholders

respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S.

investors or investors in other countries

However, there can be no assurance that the PRC government will not intervene or impose restrictions on the Company’s

ability to transfer cash out of China.

In 2021, our PRC subsidiaries did not receive any cash benefits from the VIEs for services rendered

to the VIEs and their subsidiaries.

As of December 31, 2021, our WFOE owns [ ] to the VIEs.

As of December 31, 2021, we were not subject

to any actual foreign exchange restrictions.

The foregoing cash flows include all distributions and transfers between Planet Green, our

PRC subsidiaries and the VIEs as of the date of this annual report.

As of the date of this annual report, none of our subsidiaries have

ever issued any dividends or made other distributions to the Planet Green nor have Planet Green ever paid dividends or made other distributions

We currently intend to retain all future earnings to finance the VIEs’ and our subsidiaries’ operations

and to expand their business.

As a result, we do not expect to pay any cash dividends in the foreseeable future.

Any limitation on the

ability of our subsidiaries to distribute dividends to us or on the ability of the VIEs to make payments to us may restrict our ability

to satisfy our liquidity requirements.

To the extent cash or assets in the business is in the PRC or Hong Kong or in a PRC or Hong Kong

entity, and may need to be used to fund operations outside of the PRC or Hong Kong, the funds and assets may not be available to fund

operations or for other uses outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations

by the government on our subsidiaries’ or the VIEs’ ability to transfer cash and assets.

We face various legal and operational risks and

uncertainties related to being based in and having significant operations in mainland China.

The PRC government has significant authority

to exert influence on the ability of a China-based company, such as us, to conduct its business, accept foreign investments or list on

or other foreign exchanges.

For example, we face risks associated with regulatory approvals of offshore offerings, oversight on cybersecurity

and data privacy, as well as the lack of inspection by the Public Company Accounting Oversight Board (the “PCAOB”) on our

Such risks could result in a material change in our operations and/or the value of the common stock or could significantly limit

or completely hinder our ability to offer common stock and/or other securities to investors and cause the value of such securities to

significantly decline or be worthless.

These regulatory risks and uncertainties could become applicable to our Hong Kong subsidiary if

regulatory authorities in Hong Kong adopt similar rules and/or regulatory actions.

Because our operations are primarily located in

the PRC and Hong Kong through our subsidiaries and VIEs, we are subject to certain legal and operational risks associated with our operations

in China and Hong Kong, including changes in the legal, political and economic policies of the Chinese government, the relations between

China and the United States, or Chinese or United States regulations may materially and adversely affect our business, financial condition

and results of operations.

PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore,

these risks may result in a material change in our operations and the value of our common stock, or could significantly limit or completely

hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline

or be worthless.

Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations

in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over

China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity

reviews, and expanding the efforts in anti-monopoly enforcement.

We do not believe that our subsidiaries and VIEs are directly subject

to these regulatory actions or statements, as we have not implemented any monopolistic behavior and our business does not involve the

collection of user data or implicate cybersecurity.

As of the date of this annual report, no relevant laws or regulations in the PRC explicitly

require us to seek approval from the China Securities Regulatory Commission (the “CSRC”), Cyberspace Administration of China

(the “CAC”) or any other PRC governmental authorities for our offering, nor has our Nevada holding company or any of our subsidiaries

or our VIEs received any inquiry, notice, warning or sanctions regarding our offering from the CSRC or any other PRC governmental authorities.

However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation

rules have not been issued, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what

existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential

impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments

and list on an U.S.

or other foreign exchange.

The Standing Committee of the National People’s Congress, or the SCNPC, or other

PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that requires our company or any of our

subsidiaries to obtain regulatory approval from Chinese authorities before offering in the U.S.

In other words, although the Company is

currently not required to obtain permission from any of the PRC central or local government to obtain such permission and has not received

any denial to list on the U.S.

exchange, our operations could be adversely affected, directly or indirectly;

our ability to offer, or

continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly decline or

be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental

authorities, if we or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that

such permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain

such permissions or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little advance notice.

As of the date of this annual report, the two Hong

Kong subsidiaries of Planet Green do not have any material operation in Hong Kong and they have not collected, stored, or managed any

personal information in Hong Kong.

Therefore, we have concluded that currently it does not expect that laws and regulations in Mainland

China on data security, data protection, cybersecurity or anti-monopoly to be applied to its Hong Kong subsidiaries or that the oversight

of the Cyberspace Administration of China will be extended to its operations outside of Mainland China.

In order to operate our business, in addition to

the required regular business licenses, Anhui Ansheng is required to obtain Production License of Special Equipment, Jingshan Sanhe is

required to obtain Permit for Hazardous Chemical Products, Jilin Chuangyuan is required to obtain Safe Production License, and Shandong

Yunchu is required to obtain Permit for Food Products.

As of the date of this annual report, our subsidiaries, WFOEs and VIEs have received

from PRC authorities all requisite licenses, permissions, and approvals needed to engage in the businesses currently conducted in the

PRC, and no permission or approval has been denied.

However, we cannot assure you that any of these entities will be able to receive

clearance of such compliance requirements in a timely manner, or at all in the future.

Any failure of these entities to fully comply with

such compliance requirements may cause our PRC subsidiaries or the PRC operating entities to be unable to begin their new businesses or

operations in the PRC, subject them to fines, relevant new businesses or operations suspension for rectification, or other sanctions.

As advised by our PRC counsel, Hubei Kaicheng Law

Offices, as of the date of this annual report, our subsidiaries, WFOEs and VIEs, (i) are not required to obtain additional permissions

or approvals to operate their current business, (ii) are not required to obtain permission from the CSRC, the CAC, or any other Chinese

authorities to issue our securities to foreign investors based on PRC laws and regulations currently in effect, and (iii) have not

received or were denied such permission by any Chinese authorities.

However, we cannot assure you that the PRC regulatory agencies, including

the CAC or the CSRC, would take the same view as we do, and there is no assurance that the VIE and its subsidiaries are always able to

successfully update or renew the licenses or permits required for the relevant business in a timely manner or that these licenses or permits

are sufficient to conduct all of their present or future business.

If the VIEs, WFOEs or any of its subsidiaries (i) does not receive

or maintain required permissions or approvals, (ii) inadvertently concludes that such permissions or approvals are not required,

or (iii) applicable laws, regulations, or interpretations change and the VIE or any of its subsidiaries is required to obtain such

permissions or approvals in the future, it could be subject to fines, legal sanctions, or an order to suspend their relevant services,

which may materially and adversely affect our financial condition and results of operations and cause our securities to significantly

decline in value or become worthless.

In light of the recent statements and regulatory

actions by the PRC government, such as those related to the use of variable interest entities, data security, and anti-monopoly concerns,

Planet Green may be subject to the risks of uncertainty of any future actions of the PRC government in this regard, and if Chinese regulatory

authorities disallow the VIE structure, that may result in a material change in our operations and/or value of our securities, including

that the value of our securities to significantly decline or become worthless.

Planet Green may also be subject to penalties and sanctions

imposed by the PRC regulatory agencies, including the CSRC, if it fails to comply with such rules and regulations, which could adversely

affect the ability of Planet Green to continue to be listed for trading on NYSE American or another foreign exchange, which may cause

the value of Planet Green’s securities to significantly decline or become worthless.

The Holding Foreign Companies Accountable Act

(the “HFCA Act”) and related regulations call for additional and more stringent criteria to be applied to emerging market

companies upon assessing the qualification of their auditors and could add uncertainties to Planet Green’s offering that trading

in Planet Green’s securities may be prohibited under the HFCA Act.

Planet Green’s auditor, WWC, P.C., is headquartered in

California and has been inspected by the Public Company Accounting Oversight Board (United States) (the “PCAOB”) on a regular

Our auditor is not included in the list of PCAOB Identified Firms of having been unable to be inspected or investigated completely

by the PCAOB in the PCAOB Determination Report issued in December 2021.

On June 22, 2021, the U.S.

Senate passed the Accelerating Holding

Foreign Companies Accountable Act, which, if enacted, would reduce the number of consecutive non-inspection years required for triggering

the prohibitions under the HFCA Act from three years to two.

On February 4, 2022, the U.S.

House of Representatives passed a bill, which

contained, among other things, an identical provision.

If this provision is enacted into law and the number of consecutive non-inspection

years required for triggering the prohibitions under the HFCAA is reduced from three years to two, then the common stock could be prohibited

from trading in the United States as early as 2024.

Although we believe that the HFCA Act and the related regulations do not currently

affect us, we cannot assure you that there will not be any further implementations and interpretations of the Holding Foreign Companies

Accountable Act or the related regulations, which might pose regulatory risks to and impose restrictions on us because of our operations

in mainland China.

We are a diversified technology, chemical and chemical equipment and

consumer products company with presence in North America and China with the follow business lines:

to provide food and beverage products such as Cyan

brick tea, black tea and green tea as well as beef products in China;

to research, develop, manufacture and sell products

of formaldehyde, urea formaldehyde adhesive, methylal, ethanol fuel, fuel additives and clean fuel in China;

to develops and manufactures skid-mounted refueling

equipment, LNG cryogenic equipment and oil storage tank, and sells such products in China;

to develop and operate a demand side platform which

empowers buyers of advertising to manage and optimize their digital advertising across different real-time bidding networks in North

Organizational Structure

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

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

VIE Arrangement

On December 14, 2017, the Company formed Shenzhen Lorain as a limited company under the laws of the PRC.

Through Shandong Greenpia, the Company entered into exclusive VIE agreements with Shenzhen Lorain and its shareholders that give the Company the ability to substantially influence Shenzhen Lorain's daily operations and financial affairs and appoint its senior executives.

The Company is considered the primary beneficiary of Shenzhen Lorain and it consolidates its accounts as a VIE.

On September 27, 2018, the agreements were terminated due to the Company's restructuring and Shenzhen Lorain was no longer a variable interest entity under Shandong Greenpia.

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

The Company is considered the primary beneficiary of these operating companies and it consolidates its accounts as a VIE.

Each of the VIE Agreements is described in detail below:

Planet Green was incorporated in Nevada on February 4, 1986 and effective

on November 12, 2009, Planet Green reincorporated in Nevada from Delaware.

Planet Green was formerly known as American Lorain Corporation.

The following diagram illustrates our corporate

structure including our subsidiaries and our VIEs.

On May 9, 2019, the Company and Shanghai Xunyang

Internet Technology Co., Ltd.

(the “Shanghai Xunyang”), a subsidiary of the Company, entered into a Share Exchange Agreement

with Xianning Bozhuang, and each of the shareholders of Xianning Bozhuang, pursuant to which, among other things and subject to the terms

and conditions contained therein, Shanghai Xunyang agreed to effect an acquisition of Xianning Bozhuang by acquiring from the Sellers

all of the outstanding equity interests of Xianning Bozhuang.

On May 14, 2019, the Company closed the acquisition transaction and Shanghai

Xunyang entered into a series of VIE agreements with Xianning Bozhuang and its shareholders.

For company internal restructure purpose,

on December 20, 2019, Xianning Bozhuang terminated the VIE agreements with Shanghai Xunyang and entered into similar series of VIE agreements

with Jiayi Technologies on the same day.

On August 2, 2021, as part of the internal restructure efforts to remove VIE arrangement, the

Company and its subsidiary terminated series of VIE agreements and acquired 100% equity ownership of Xianning Bozhuang.

On June 5, 2020, the Company entered into a share exchange agreement with

Fast Approach to acquire all outstanding shares of Fast Approach, a corporation incorporated under the laws of Canada and in the business

of operating a demand side platform.

Upon completing the transaction, Fast Approach became a wholly owned subsidiary of the Company.

Approach owns 100% equity of Shanghai Shuning.

On January 4, 2021, through Jiayi Technologies,

the Company entered into a series of VIE agreements with Jingshan Sanhe as well as its shareholders, which gives the Company the ultimate

control of Jingshan Sanhe and its shareholders, making it operate in accordance with the will of the Company.

The Company is considered

the primary beneficiary of Jingshan Sanhe and it consolidates its accounts as VIEs.

On September 10, 2021, as part of the internal restructure

efforts to remove VIE arrangement, Hubei Bulaisi acquired 85% equity ownership of Jingshan Sanhe and Jiayi Technologies terminated the

VIE agreements with Jingshan Sanhe on the same date.

On December 9, 2021, the Company and Jiayi Technologies, a subsidiary of

the Company, entered into a Share Exchange Agreement with Shandong Yunchu and each of shareholders of Shandong Yunchu.

Upon closing of

the transaction, Jiayi Technologies acquired 100% equity ownership of Shandong Yunchu.

VIE Arrangements

We currently have two VIEs under its structure:

(1) Jilin Chuangyuan, and (2) Anhui Ansheng, which are business entities incorporated in China.

The Company is considered the beneficiary

of the two VIEs only for accounting purpose.

On March 9, 2021, through Jiayi Technologies, the

Company entered into a series of VIE agreements with Jilin Chuangyuan as well as its shareholders.

The ordinary shares of Jilin Chuangyuan

are currently owned by Yongsheng Chen and Xiaodong Cai.

On July 15, 2021, through Jiayi Technologies, the

Company entered into a series of VIE agreements with Anhui Ansheng, as well as its shareholders.

The ordinary shares of Anhui Ansheng

are currently owned by Xiaodong Cai.

Each of the VIE Agreements is described in detail

Consultation and Service Agreement .

Pursuant to the Consultation and Service Agreement, WFOE has the exclusive right to provide consultation and services to the operating entities in China in the area of business management, human resource, technology and intellectual property rights.

WFOE exclusively owns any intellectual property rights arising from the performance of this Consultation and Service Agreement.

The amount of service fees and payment term can be amended by the WFOE and operating companies' consultation and the implementation.

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

to the Consultation and Service Agreement, WFOE has the exclusive right to provide consultation and services to the operating entities

in China in the area of business management, human resource, technology and intellectual property rights.

WFOE exclusively owns any intellectual

property rights arising from the performance of this Consultation and Service Agreement.

The amount of service fees and payment term can

be amended by the WFOE and operating companies’ consultation and the implementation.

The term of the Consultation and Service Agreement

WFOE may terminate this agreement at any time by giving 30 day’s prior written notice.

Business Cooperation Agreement .

Pursuant to the Business Cooperation Agreement, WFOE has the exclusive right to provide complete technical support, business support and related consulting services, including but not limited to technical services, business consultations, equipment or property leasing, marketing consultancy, system integration, product research and development, and system maintenance.

WFOE exclusively owns any intellectual property rights arising from the performance of this Business Cooperation Agreement.

The rate of service fees may be adjusted based on the services rendered by WFOE in that month and the operational needs of the operating entities.

The Business Cooperation Agreement shall maintain effective unless it was terminated or was compelled to terminate under applicable PRC laws and regulations.

WFOE may terminate this Business Cooperation Agreement at any time by giving 30 day's prior written notice.

to the Business Cooperation Agreement, WFOE has the exclusive right to provide complete technical support, business support and related

consulting services, including but not limited to technical services, business consultations, equipment or property leasing, marketing

consultancy, system integration, product research and development, and system maintenance.

WFOE exclusively owns any intellectual property

rights arising from the performance of this Business Cooperation Agreement.

The rate of service fees may be adjusted based on the services

rendered by WFOE in that month and the operational needs of the operating entities.

The Business Cooperation Agreement shall maintain

effective unless it was terminated or was compelled to terminate under applicable PRC laws and regulations.

WFOE may terminate this Business

Cooperation Agreement at any time by giving 30 day’s prior written notice.

Equity Pledge Agreements .

Pursuant to the Equity Pledge Agreements among WFOE, operating entities and each of operating entities' shareholder, shareholders of the operating entities pledge all of their equity interests in the operating entities to WFOE to guarantee their performance of relevant obligations and indebtedness under the Technical Consultation and Service Agreement and other control agreements ("Control Agreement").

In addition, shareholders of the operating entities are in the process of registering the equity pledge with the competent local authority.

Pursuant to the

Equity Pledge Agreements among WFOE, operating entities and each of operating entities’ shareholder, shareholders of the operating

entities pledge all of their equity interests in the operating entities to WFOE to guarantee their performance of relevant obligations

and indebtedness under the Technical Consultation and Service Agreement and other control agreements.

In addition, shareholders of the

operating entities are in the process of registering the equity pledge with the competent local authority.

Equity Option Agreements .

Pursuant to the Equity Option Agreements, WFOE has the exclusive right to require each shareholder of the operating companies to fulfill and complete all approval and registration procedures required under PRC laws for WFOE to purchase, or designate one or more persons to purchase, each shareholder's equity interests in the operating companies, once or at multiple times at any time in part or in whole at WFOE's sole and absolute discretion.

Pursuant to the

Equity Option Agreements, WFOE has the exclusive right to require each shareholder of the operating companies to fulfill and complete

all approval and registration procedures required under PRC laws for WFOE to purchase, or designate one or more persons to purchase, each

shareholder’s equity interests in the operating companies, once or at multiple times at any time in part or in whole at WFOE’s

sole and absolute discretion.

The purchase price shall be the lowest price allowed by PRC laws.

The Equity Option Agreements shall remain effective until all the equity interest owned by each operating entities shareholder has been legally transferred to WFOE or its designee(s).

The Equity Option Agreements shall remain

effective until all the equity interest owned by each operating entities shareholder has been legally transferred to WFOE or its designee(s).

Voting Rights Proxy Agreements .

Pursuant to the Voting Rights Proxy Agreements, each shareholder irrevocably appointed WFOE or WFOE's designee to exercise all his or her rights as the shareholders of the operating entities under the Articles of Association of each operating entity, including but not limited to the power to exercise all shareholder's voting rights with respect to all matters to be discussed and voted in the shareholders' meeting.

to the Voting Rights Proxy Agreements, each shareholder irrevocably appointed WFOE or WFOE’s designee to exercise all his or her

rights as the shareholders of the operating entities under the Articles of Association of each operating entity, including but not limited

to the power to exercise all shareholder’s voting rights with respect to all matters to be discussed and voted in the shareholders’

The term of each Voting Rights Proxy Agreement is 20 years.

WOFE has the right to extend each Voting Proxy Agreement by giving written notification.

Recent Developments

On September 28, 2018, we sold 100% of equity interest in ILH and purchased 50% of the issued and outstanding shares of Shandong Greenpia, 30% of Beijing Lorain and 100% of the issued and outstanding shares of Luotian Lorain from ILH.

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

On September 28, 2018, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to:

(i) change the Company's name from "American Lorain Corporation" to "Planet Green Holdings Corp." and (ii) effect a reverse stock split of its common stock at a ratio of twenty-five-for-one (25-for-1).

On December 10, 2018, we discontinued the operations of Beijing Lorain, Luotian Lorain and Shandong Greenpia.

We grew 32 herbs and spices on farmland that we lease in Guangdong Province, China.

We sell sauces and other products developed from these herbs and spices.

Customers use these products for seasoning, refining of foods and odor elimination, among other uses.

We also offer a variety of food and beverage products, including packaged sauce, tea and brown rice syrup, to consumers and foodservice businesses.

Our spice, sauce, beverage and tea products business is held by our newly acquired company, Taishan Muren.

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

WFOE has the right to extend each Voting Proxy Agreement by giving

written notification.

As discussed above, we operate a portion of business

in China through the VIEs and their subsidiaries, and rely on contractual arrangements among our WFOEs, the VIEs, and their respective

shareholders to exert influence on the business operations of the VIEs.

The VIE structure provides our business operations in China with

contractual exposure to foreign investment.

However, our contractual arrangements with the VIEs are not equivalent of an investment in

Investors are purchasing equity securities of our ultimate Nevada holding company rather than purchasing equity securities

Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our and/or

the VIE’s operations and/or a material change in the value of the securities we are registering for sale, including that it could

cause the value of such securities to significantly decline or become worthless.

If the PRC government deems that the contractual arrangements

with the consolidated VIEs domiciled in China do not comply with PRC regulatory restrictions on foreign investment in the relevant industries,

or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we, our subsidiaries

and the VIEs could be subject to severe penalties or be forced to relinquish their interests in those operations.

It is uncertain whether

any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide.

In addition, to the extent cash is located in the PRC or within a PRC domiciled entity and may need to be used to fund operations outside

of the PRC, the funds may not be available due to limitations placed on us, our subsidiaries and the VIEs by the PRC government.

extent cash or assets in the business is in the PRC or Hong Kong or in a PRC or Hong Kong entity, and may need to be used to fund operations

outside of the PRC or Hong Kong, the funds and assets may not be available to fund operations or for other uses outside of the PRC or

Hong Kong due to interventions in or the imposition of restrictions and limitations by the government on us, our subsidiaries’

or the VIEs’ ability to transfer cash and assets.

Consolidating Statements of Income Information

The following is the tabular form condensed consolidating

schedule depicting the financial position, cash flows and results of operations for the parent, the subsidiaries, the consolidated variable

interest entities, and any eliminating adjustments separately - as of and for the year ended December 31, 2021.

Financial Information Related to the VIEs:

Audited Consolidated Balance Sheets

Planet Green Holdings Corp.

Audited Consolidated Balance Sheets

As of December 31, 2021

(Stated in US Dollars)

Current assets

Cash and cash equivalents

Restricted cash

Accounts receivable, net

Advances to suppliers

Other receivables

Inter-company receivable

(42,057,403 )

Other receivables-related parties

Total current assets

(42,057,403 )

Non-current assets

Plant and equipment, net

Intangible assets, net

Construction in progress, net

Prepayment investments

Long-term investments

Investment in real estates

Deferred tax assets

Right-of-use assets

Total non-current assets

(23,476,177 )

(65,533,580 )

Liabilities and Stockholders' Equity

Current liabilities

Short-term bank loans

Accounts payable

Advance from customers

Taxes payable

Other payables and accrued liabilities

Intercompany payable

(45,586,457 )

Other payables-related parties

Lease liabilities-current portion

Deferred income

Total current liabilities

(45,586,457 )

Non-current liabilities

Lease liabilities - non-current

Long-term payables

Total non-current liabilities

Total liabilities

(45,586,457 )

Stockholders’ equity

Issued and outstanding as of December 31, 2021

(25,351,511 )

Additional paid-in capital

Statutory reserve

Accumulated deficit

(72,918,741 )

(94,072,383 )

Accumulated other comprehensive income

Non-controlling interests

Total stockholders’ equity

(19,947,123 )

Total liabilities and stockholders’ equity

(65,533,580 )

Audited Consolidated Statements of Operations and Comprehensive

(Loss) Income:

Planet Green Holdings Corp.

Audited Consolidated Statements of Operations

and Comprehensive (Loss) Income

For the Years Ende December 31, 2021

(Stated in US Dollars)

Cost of revenues

Operating expenses:

Selling and marketing expenses

General and administrative expenses

& developing expenses

Total operating

(loss) income

( 2,936,181 )

( 1,384,590 )

( 6,236,349 )

Other (expenses) income

Interest income

Interest expenses

Other expenses

Impairment of goodwill

( 3,263,424 )

(expenses) income

( 3,502,661 )

( 3,698,302 )

(Loss) income

before income taxes

( 2,799,940 )

( 1,392,003 )

( 3,139,545 )

( 9,934,651 )

Income tax expenses

( 2,800,087 )

( 1,392,003 )

( 3,195,848 )

( 9,991,101 )

Net (loss) income attributable

to non-controlling interest

income attributable to common shareholders

$ (1,751,428 )

$ ( 2,800,087 )

$ (1,392,003 )

$ ( 2,945,232 )

$ ( 9,740,485 )

Audited Consolidated cash flow information:

Planet Green Holdings Corp.

Audited Consolidated Statements of Cash Flows

For the Years Ended December 31, 2021

(Stated in US Dollars)

Net cash used in operating activities

$ (7,947,439 )

Net cash used in investing activities

(11,814,402 )

Net cash provided by financing activities

Net decrease in cash and cash equivalents

Effect of exchange rate on cash

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Cash Flows through Our Organization:

Planet Green is a holding company with no material

operations of its own.

We currently conduct our operations through our subsidiaries including our WFOEs, the VIEs and their respective

subsidiaries.

Cash is transferred through our organization in the manner as follows:

(1) we may transfer funds to our WFOEs through our

Hong Kong subsidiaries, Lucky Sky Planet Green Holdings Co., Limited (HK), and Bless Chemical Co., Ltd.

(HK) by additional capital contributions

or shareholder loans, as the case may be;

(2) the VIEs may pay service fees to our PRC subsidiaries for services rendered by our PRC subsidiaries;

(3) our PRC subsidiaries may pay service fees to the VIEs for services rendered by the VIEs;

and (4) our PRC subsidiaries may make dividends

or other distributions to Planet Green.

We do not have cash management policies dictating how funds are transferred throughout our organization.

We may encounter difficulties in our ability to transfer cash between PRC subsidiaries and non-PRC subsidiaries largely due to various

PRC laws and regulations imposed on foreign exchange.

If we intend to distribute dividends through Planet Green, our WFOEs will transfer

the dividends to our Hong Kong subsidiaries in accordance with the laws and regulations of the PRC, and then our Hong Kong subsidiaries

will transfer the dividends to the Planet Green, and the dividends will be distributed from the Planet Green to all shareholders respectively

in proportion to the shares they hold, regardless of whether the shareholders are U.S.

investors or investors in other countries or regions.

There can be no assurance the PRC government will not intervene or impose restrictions on the Company’s ability to transfer cash

out of China.

In 2021, our PRC subsidiaries did not receive any cash benefits from the VIEs for services rendered to the VIEs and their

subsidiaries.

As of December 31, 2021, our VIEs owned $[ 6,901,203 ] to our WOEFs as loan.

As of December 31, 2021, we were not subject

to any actual foreign exchange restrictions.

We have no present plans to distribute earnings

or settle amounts owed under the VIE agreements which it plans to retain the retained earnings to continue to grow the business.

or distribution has been declared to paid to Planet Green from subsidiaries or its VIEs and no dividends or distribution was made to any

Effects of PRC foreign exchange regulations

on our ability to transfer assets within our organization

Current foreign exchange and other regulations in

the PRC may restrict our PRC subsidiaries and VIEs in their ability to transfer their net assets to Planet Green and its subsidiaries

and to investors.

The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases,

the remittance of currency out of China.

Under our current corporate structure, Planet Green as the holding company may rely on dividend

payments from its subsidiaries to fund any cash and financing requirements Planet Green may have.

Under existing PRC foreign exchange

regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign

exchange transactions, can be made in foreign currencies without prior approval of the State Administration of Foreign Exchange (the “SAFE”)

by complying with certain procedural requirements.

Specifically, under the existing exchange restrictions, without prior approval of SAFE,

cash generated from the operations of our PRC subsidiaries in China may be used to pay dividends to Planet Green.

However, approval from

or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted

out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.

As a result, we need to obtain

SAFE approval to use cash generated from the operations of our PRC subsidiaries and VIEs to pay off their respective debt in a currency

other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than

In light of the flood of capital outflows of China

in 2016 due to the weakening Renminbi, the PRC government has imposed more restrictive foreign exchange policies and stepped up scrutiny

of major outbound capital movement including overseas direct investment.

More restrictions and substantial vetting process are put in

place by SAFE to regulate cross-border transactions falling under the capital account.

If any of Planet Green’s shareholders regulated

by such policies fail to satisfy the applicable overseas direct investment filing or approval requirement timely or at all, it may be

subject to penalties from the relevant PRC authorities.

The PRC government may at its discretion further restrict access in the future

to foreign currencies for current account transactions.

If the foreign exchange control system prevents Planet Green from obtaining sufficient

foreign currencies to satisfy Planet Green’s foreign currency demands, Planet Green may not be able to pay dividends in foreign

currencies to its shareholders.

Recent Regulatory Development

As we conduct substantially all of our operations

in China, we are subject to legal and operational risks associated with having substantially all of our operations in China, including

changes in the legal, political and economic policies of the Chinese government, the relations between China and the United States, or

Chinese or United States regulations may materially and adversely affect our business, financial condition and results of operations.

PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these risks may result

in a material change in our operations and the value of our common stock or could significantly limit or completely hinder our ability

to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless.

Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business

operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision

over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts

in anti-monopoly enforcement.

We have relied on the opinion of our PRC counsel, Hubei Kaicheng Law Office, that as of the date of this

prospectus, we are not directly subject to these regulatory actions or statements, as we have not implemented any monopolistic behavior

and our business does not involve large-scale collection of user data, implicate cybersecurity, or involve any other type of restricted

As further advised by our PRC counsel, Hubei Kaicheng Law Office, as of the date of this prospectus, no relevant laws or regulations

in the PRC explicitly require us to seek approval from the China Securities Regulatory Commission (the “CSRC”) or any other

PRC governmental authorities for our overseas listing or securities offering plans, nor has our company or any of our subsidiaries received

any inquiry, notice, warning or sanctions regarding our offering of securities from the CSRC or any other PRC governmental authorities.

However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation

rules have not been issued, it is highly uncertain what potential impact such modified or new laws and regulations will have on our daily

business operations, or ability to accept foreign investments and list on a U.S.

or other foreign exchange.

The Standing Committee of

the National People’s Congress (the “SCNPC”) or other PRC regulatory authorities may in the future promulgate laws,

regulations or implementing rules that require our company or any of our subsidiaries to obtain regulatory approval from Chinese authorities

before offering securities in the U.S.

In other words, although the Company is currently not required to obtain permission from any of

the PRC central or local government and has not received any denial to list on the U.S.

exchange, our operations could be adversely affected,

directly or indirectly;

our ability to offer, or continue to offer, securities to investors would be potentially hindered and the value

of our securities might significantly decline or be worthless, by existing or future laws and regulations relating to its business or

industry or by intervene or interruption by PRC governmental authorities, if we or our subsidiaries (i) do not receive or maintain such

permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, (iii) applicable laws, regulations,

or interpretations change and we are required to obtain such permissions or approvals in the future, or (iv) any intervention or interruption

by PRC governmental with little advance notice.

See “ Risk Factors - Risks Related to Doing Business in China ” beginning

on page 30 for a detailed description of various risks related to doing business in China and other information that should be considered

before making a decision to purchase any of our securities.

Enforcement of Civil Liabilities

Currently all our directors and majority of senior

executive officers either are physically reside in China for a significant portion of each year, and/or are PRC nationals.

it may be difficult for you to effect service of process upon us or those persons inside mainland China.

In addition, there is uncertainty

as to whether the PRC courts would recognize or enforce judgments of U.S.

courts against us or such persons predicated upon the civil

liability provisions of U.S.

securities laws or those of any U.S.

The recognition and enforcement of foreign judgments

are provided for under the PRC Civil Procedures Law.

PRC courts may recognize and enforce foreign judgments in accordance with the

requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made

or on principles of reciprocity between jurisdictions.

China does not have any treaties or other forms of written arrangement with the

that provide for the reciprocal recognition and enforcement of foreign judgments.

In addition, according to the PRC Civil Procedures

Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates

the basic principles of PRC laws or national sovereignty, security, or public interest.

As a result, it is uncertain whether and on what

basis a PRC court would enforce a judgment rendered by a court in the U.S.

It may also be difficult for you or overseas regulators

to conduct investigations or collect evidence within China.

For example, in China, there are significant legal and other obstacles to

obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities.

Although the authorities in China may establish a regulatory cooperation mechanism with its counterparts of another country or region

to monitor and oversee cross-border securities activities, such regulatory cooperation with the securities regulatory authorities in the

may not be efficient in the absence of a practical cooperation mechanism.

Furthermore, according to Article 177 of the PRC Securities

Law, or “Article 177,” which became effective in March 2020, no overseas securities regulator is allowed to directly conduct

investigations or evidence collection activities within the territory of the PRC.

Article 177 further provides that Chinese entities and

individuals are not allowed to provide documents or materials related to securities business activities to foreign agencies without prior

consent from the securities regulatory authority of the PRC State Council and the competent departments of the PRC State Council.

detailed interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability for an overseas securities

regulator to directly conduct an investigation or evidence collection activities within China may further increase difficulties faced

by you in protecting your interests.

We grow, produce and distribute Cyan brick tea, black tea and green

tea in China through our wholly owned subsidiary Xianning Bozhuang.

We import and distribute beef products in China through our wholly

owned subsidiary Shandong Yunchu.

We research, develop, manufacture and sell products of clean fuel,

liquid wax, arene and biomass fuel through Jingshan Sanhe and we research, develop, manufacture and sell formaldehyde, urea formaldehyde

adhesive, methylal, and clean fuel products through Jilin Chuangyuan.

We research, develop and manufacture skid-mounted

refueling equipment, LNG cryogenic equipment and oil storage tank, and sells such products in China through our VIE, Anhui Ansheng.

We provide a demand-side platform for online advertising which allows

buyers of digital advertising inventory to manage multiple advertising exchange and data exchange through one interface.

Our online advertising

service is provided by Fast Approach.

Our Manufacturing Facilities

We currently manufacture our products in Taishan City, Guangdong Province.

The following table indicates the year that operations commenced at each of the facilities and the size of the facilities.

Year Operations Commenced

Facility Size (square meters)

Taishan Muren *

Shandong Greenpia **

Luotian Lorain **

* Acquired in September 2018.

** Operations discontinued in December 2018.

We currently manufacture our products and provide services in Meihekou

City of Jilin Province, Jingshan City and Xianning City of Hubei Province, Qingdao City of Shandong Province, Xuancheng City of Anhui

Province in China, and Toronto in Canada.

The following table indicates the year that operations commenced at

each of the facilities and the size of the facilities.

Facility Size

Xianning Bozhuang*

Jingshan Sanhe**

Jilin Chuangyuan***

Anhui Ansheng****

* Became a VIE in May 2019 and a subsidiary in August 2021.

** Became a subsidiary in September 2021.

*** Became a VIE in March 2021.

**** Became a VIE in July, 2021

Production Lines

We currently manufacture our products using production lines.

The production process for our sauce products involves sorting, cleaning the raw spice, mixing the spice based on our special formula, and grinding, boiling and final packaging.

The production process for our dry spice products involves sorting, cleaning the raw spice and drying.

We outsource the production of brown rice syrup and tea bag to third party factories, and we provide the manufacturer with the recipe and products standards.

The following table shows the number and types of production lines, the types of products produced and the production capacity as of the date of this report:

The production process for our cyan brick tea products involves, primary

processing of fresh leaves, piling and fermenting, storing and aging, picking, pressing, and baking.

The production process for our black

tea products involves selecting and sorting the fresh leaves, withering, rolling, fermenting, baking and drying, grading according to

color, prompting fragrance, packing and warehousing.

The production process for our green tea products involves selecting and sorting

the fresh leaves, airing, fixating, cooling, rolling, stir drying, selecting and grading, prompting fragrance, packing and warehousing.

The production process for our formaldehyde products is illustrated

The raw material methanol, after being injected into the high position tank, enters the methanol evaporator through the filter,

mixes with the air from the roots blower to form the binary mixture, and then adds steam to form the ternary mixture, which is heated

by the superheater to 120 ℃ and enters the oxidizer, carries out oxidation and dehydrogenation reaction through the silver catalyst

to form the formaldehyde gas, and then absorbs the formaldehyde solution through the first absorption tower and the second absorption

The excess waste gas is burned out by the exhaust gas boiler.

The production process for our methyl starting with the raw materials

methanol and formaldehyde are pumped into the reaction distillation tower according to the proportion.

At the bottom of the tower, formaldehyde

and methanol are indirectly heated by steam.

The reaction liquid vapor from the tower upwards through the catalyst reaction to produce

methyl acetal, and then through the distillation tower separation, cooling, the final product methyl acetal.

The production process for our urea-formaldehyde

glue is demonstrated as follows.

Formaldehyde is pumped from the formaldehyde workshop into the tank of formaldehyde storage, and then

pumped into the metering tank through the feed pump of formaldehyde.

After the PH value is adjusted by adding alkali, it is sent into

the reaction kettle.

At the same time, urea is also added into the kettle according to the corresponding proportion, heating the reaction

After heating up the kettle, melamine is added, so that the material can undergo addition reaction in the kettle.

value is adjusted by dropping formic acid in the kettle, the material is sent into the condensation kettle through the transfer pump.

Urea and additives are added into the condensation kettle according to a certain proportion for condensation reaction, and the finished

product is formed after cooling treatment.

The production process for our clean fuel oil

is illustrated as follows.

The self-control design of the facilities for storage of raw materials and addition of additives shall, in

accordance with the requirements of the process, conduct centralized indication and adjustment of the temperature, flow rate and liquid

level of the raw oil tanks, raw oil metering tanks, product oil allocation tanks and finished oil tanks during the fuel blending process;

realize remote monitoring of the whole fuel production process, and conduct on-the-spot indication of pressure and partial flow rate.

The production process for our construction rubber

powder (re-dispersible latex powder) is demonstrated as follows.

Using polymer emulsion (VAE emulsion) as raw material, all kinds of

additives are added, and then transported to the reaction kettle through diaphragm pump to warm up and mix evenly, and then transported

to the mixing kettle with additives through diaphragm pump to mix evenly, then transported to the high-speed reactor through diaphragm

pump to emulsify, emulsified and then transported to the spare material tank through the diaphragm pump, and then transported to the

spray drying tower through the spare material tank through the diaphragm pump to form polymer powder after spray drying, and the polymer

powder and various additives are mixed and screened through the mixer to be packed into the warehouse.

The following table shows the number and types of production lines,

the types of products produced and the production capacity as of the date of this report:

Production Lines

Taishan Muren

1 sauce line and 1 drying production line

Sauce and dried spice

Production line with 10 tons of production capacity and herb drying production line of 25 tons of production capacity.

Xianning Bozhuang

There are six production lines:

the production line of cyan brick tea with traditional handicraft;

the production line of cyan brick tea;

the production line of teabag;

the production line of green tea and the production line of black tea

Cyan brick tea, black tea and green tea

Production line with 5,020 tons of production capacity

Jingshan Sanhe

There are two production lines:

the production line of ethanol fuel and the production line of fuel additive

Alcohol based clean fuel, liquid wax, arene and biomass fuel

Two production lines with a total production capacity of 300,000 tons/year for ethanol fuel, and 3000 tons/year for fuel additive

Jilin Chuangyuan

The company has two formaldehyde production lines, eight rubber production units, one methylal production line and one clean fuel oil production line

Formaldehyde, urea formaldehyde adhesive, methylal and clean fuel oil

Annual production capacity of 120,000 tons of formaldehyde, 100,000 tons of urea formaldehyde glue, 3,0000 tons of methylal and 20,000 tons of clean fuel oil

Anhui Ansheng

Cryogenic Liquid Storage Tank, Microbulk Solutions for IG –Pama, Medical oxygen integrated air supply station, Microbulk Solutions for LNG -Pama, Integrated LNG Supply Staion-AYS, Vaporizer for industrial gases and LNGL-CNG filling station, Container LNG filling station, Gas supply station design and installation

Provided more than 1,000 sets of IG and LNG equipment’s and installation services for customers

We operate our production lines year-round.

Agricultural Operations

We began growing herbs and spices by leasing land of 1,949 acres in Taishan City since 2016.

We grow 32 species spices including roselle, mint, curry, pandan leave, lemon, citronella and others.

Raw Materials

Our Supply Sources

Our business depends on obtaining a reliable supply of various agricultural products of spice.

We believe that our raw materials are currently in adequate supply.

We obtain our agricultural raw materials primarily from our self-supply.

We produced approximately 440 metric tons and 270 tons of spice from our own agricultural operations in 2018 and 2017, respectively.

Our business depends on obtaining a reliable supply of various products,

including tea, refined methanol, methanol, formaldehyde, polymer emulsion and beef products.

Because of the diversity of available sources

of these raw materials, we believe that our raw materials are currently in adequate supply.

We obtain our raw materials primarily from domestic procurement for

our tea production, formaldehyde and methanol products.

When it comes to our beef products, we rely on overseas suppliers to import the

raw materials.

Shandong Yunchu carries out our beef products business.

It mainly purchased frozen beef from six countries:

Uruguay, Brazil, Chile, Argentina, Australia and New Zealand and 25 factories are

The top ten suppliers include:

Marrig, Minerva S.A., G & K O’Connor Pty Ltd, Frigorifico matadero Pando ontilcor S.A.,

Las Moras, Frigorifico de Osorno S.A., Ersinal S.A.

ecoparks S.A., lorsinal S.A., and Minerva S.A.

The Company has established a stable

long term cooperative relationship with these beef and mutton manufacturers.

The stable supply provides competitive advantage for Company

to procure various beef products with high quality and low price to meet the needs of domestic customers.

We select suppliers based on price and product quality.

We typically rely on numerous domestic suppliers, including some with whom we have a long-term relationship.

Our suppliers generally include wholesale agricultural product companies, food production companies and tea bag processing companies.

Our top ten suppliers accounted for 81.2% and 12.1% of the total procurement in 2018 and 2017 in value terms, respectively.

We purchase rice syrup and tea bags from suppliers and farmers pursuant to supply contracts and underlying purchase orders.

We have not entered into any long-term contracts with any of our suppliers.

rely on numerous domestic suppliers, including some with whom we have a long-term relationship.

Our suppliers generally include wholesale

agricultural product companies, food production companies, tea bag processing companies and chemical products wholesale company.

Our Customers

Our products are sold exclusively in Chinese domestic markets.

Our top ten customers contributed 61% and 15.9% of our total revenues in 2018 and 2017, respectively.

We sell our products in first-tier cities in China, including Beijing, Shanghai, Tianjin and Guangzhou.

Our sales team sells our products directly to supermarket chains, mass merchandisers, large wholesalers, restaurants and others in these markets.

In second-tier and third-tier cities, we currently sell our products to third-party distributors, such as food companies or trading companies with established distribution channels in such regions, rather than through our own sales team.

The terms of a typical sales contract between us and our distributors provide that we are responsible for transportation costs and the distributors are responsible for storage costs.

Furthermore, the distributors have the right to return products that fail to satisfy specified quality standards, at our cost.

The majority of such contracts require the distributors to pay us in cash in full upon delivery, and the remaining contracts provide for short-term credit, usually two to three weeks.

Our products are sold both in Chinese domestic market and overseas

We sell our agricultural products in first-tier cities in China, including

Beijing, Shanghai, Tianjin and Guangzhou.

Our sales team sells our products directly to supermarket chains, mass merchandisers, large

wholesalers, restaurants and others in these markets.

In second-tier and third-tier cities, we currently sell our products to third-party

distributors, such as food companies or trading companies with established distribution channels in such regions, rather than through

our own sales team.

The terms of a typical sales contract between us and our distributors provide that we are responsible for transportation

costs and the distributors are responsible for storage costs.

Furthermore, the distributors have the right to return products that fail

to satisfy specified quality standards, at our cost.

The majority of such contracts require the distributors to pay us in cash in full

upon delivery, and the remaining contracts provide for short-term credit, usually two to three weeks.

We also operate an online store

on Tmall, an open business-to-consumer (B2C) platform in China, to sell tea products to consumers directly.

As to our formaldehyde products, vehicles gasoline and diesel products,

we are a leading regional chemical products provider in north eastern China area, and we are the sole provider of formaldehyde in Jilin

Province, China.

When it comes to manufacturing and sales of synthetic

fuel products, we do business through direct sales, constructing refuel facilities and conducting technical cooperation with other companies.

Anhui Ansheng’s Insulation type explosion-proof

skid-mounted refueling equipment and SF double-layer buried type storage tank are the leading brands in the industry.

The company is

China National Petroleum Corporation’s Top 5 supplier for SF double layer buried storage tanks.

The production scale and market

share of the Explosion-proof skid-mounted refueling equipment are both ranking No.1 in China and such product is a success in overseas

markets as well.

Shandong Yunchu distributes beef products in

China including several major beef products providers and distributors in China, such as:

Henan Hengdu Food Co., Ltd, Shanxi Pingyao

Beef Group, Shandong Delis Food Co., Ltd and Heilongjiang Binxi Group.

Our Sales and Marketing Efforts

We have not spent a significant amount of capital on advertising in the past, and our advertising budget continues to be limited.

We have not spent a significant amount of capital on advertising in

the past, and our advertising budget continues to be limited.

In 2021, our marketing and branding efforts mainly focus on internet advertising

and long-term customers.

Competition and Market Position

The overall food market is diverse, both globally and in China.

We do not have a significant market share in China.

Our spice, sauce and beverage products compete with both large agribusiness companies and natural and organic packaged foods companies.

Many of these competitors have significantly greater resources.

Large agribusiness companies include Guangzhou Baihua Spice Corp.

and natural and organic packaged foods companies include Shanghai House Food Corp.

and Ankee Food Corporation.

Given limited retailer shelf space and merchandising events, competitors actively support their respective brands with marketing, advertising and promotional spending.

In addition, most retailers market similar items under their own private label, which compete for the same shelf space.

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

Black tea is produced in Guangxi, Sichuan, Yunnan, Hunan, Hubei, Shanxi

and Anhui provinces in China.

Our black tea products are processed in our factory in Hubei province and distributed nationwide.

are few large players on the market but we face fierce competition from numerous small black tea manufactures and distributors.

as our brand has over hundreds of year’s history, we have accumulated loyal consumers and gained favorable market reputation over

Competitive factors in our industry include product innovation, product

quality, price, brand recognition and loyalty, product variety and ingredients, product packaging and package design, effectiveness of

marketing and promotional activity, and our ability to identify and satisfy consumer tastes and preferences.

Since its inception, the company has developed rapidly relying on

advanced enterprise management and safe, effective, exclusive patented products and strong marketing strength.

The production scale of

formaldehyde is ranking top three among provinces in northeast China.

The production scale of urea-formaldehyde glue attains the first

place in China.

Our enterprise comprehensive strength is considered first tier among all companies in northeast China.

Jingshan Sanhe is one of the top ten private enterprises

in the region of Jingshan with 12 patents, 17 sets of professional laboratory equipment and 2 advanced and complete production lines.

Anhui Ansheng was established in May 2012, with

a registered capital of RMB 30 million and an area of approximately 100,000 square meters.

It is equipped with advanced manufacturing

and testing equipment, and has first-class R&D, manufacturing and management team in the industry.

Anhui Ansheng has three business

Insulation type explosion-proof skid-mounted refueling equipment business division, LNG cryogenic equipment business division

and SF double deck oil storage tank business division.

Anhui Ansheng has the national pressure vessel manufacturing certificate, pressure

pipeline installation license, ASME U certificate and T certificate, national industrial production license, ISO9001 quality management

system certificate, ISO14001 environmental management system certificate, QHSAS18001 occupational health and safety management system

certificate, as well as UL certificate, etc.

It’s Insulation type explosion-proof skid-mounted refueling equipment and SF double-layer

buried type storage tank are the leading brands in the industry.

Anhui Ansheng is China National Petroleum Corporation’s Top 5 supplier

for SF double layer buried storage tanks.

The production scale and market share of the Explosion-proof skid-mounted refueling equipment

are both ranking No.1 in China and such product is a success in overseas markets as well.

Jilin Chuangyuan is a leading chemical enterprise integrating R &

D, production and sales.

main products and annual production capacity are 120,000 tons of formaldehyde, 100,000 tons of urea formaldehyde glue, 3,0000 tons of

methylal and 20,000 tons of clean fuel oil respectively.

It is a large-scale enterprise in the production of formaldehyde and urea formaldehyde

glue in Chinese northeast provinces and is the only enterprise in Jilin province to produce and sell formaldehyde.

The main products

are sold to wood-based panel, chemical, pharmaceutical and construction enterprises in Jilin and Liaoning provinces.

Shandong Yunchu mainly purchased frozen beef from six countries:

Brazil, Chile, Argentina, Australia and New Zealand and 25 factories are involved.

The top ten suppliers include:

Marrig, Minerva S.A.,

G & K O’Connor Pty Ltd, Frigorifico matadero Pando ontilcor S.A., Las Moras, Frigorifico de Osorno S.A., Ersinal S.A.

ecoparks S.A.,

lorsinal S.A., and Minerva S.A.

The Company has established a stable long term cooperative relationship with these beef and mutton manufacturers.

The stable supply provides competitive advantage for Company to procure various various beef products with high quality and low price

to meet the needs of domestic customers.

Intellectual Property

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

We believe that our proprietary technology and trade secrets are adequately protected.

The company vigorously implements scientific and technological innovation.

Jingshan Sanhe obtains 12 practical patent certificates from the State Intellectual Property Office of the PRC, which includes

a diesel exhaust cleaner and its preparation method, a kind of automobile exhaust cleaner and preparation method, a kind of filtering

device for exhaust port of cleaning liquid production plant, a kind of automobile cleaner dispensing device, a kind of liquid dispensing

equipment, a kind of mixing and stirring tank, a kind of cleaning brush for cleaning agent storage tank, a kind of reactor for producing

auto cleaner, a kind of cleaning brush for cleaning agent mixing kettle, a kind of mixing tank, a cleaning tool for cleaning the reactor

for detergent production and a kind of mixing and defoaming tank.

The company will give full play to the advantages of independent intellectual

property rights, continue to innovate, maintain the leading technology and enhance the core competitiveness of the company.

Anhui Ansheng obtains 1 invention patent and 23 utility patents from

the State Intellectual Property Office of the PRC, which includes a LNG tank container with self-balancing lifting mechanism, a LNG tank

type container type with intermediate moving positioning mechanism, a LNG tank container with new vehicle mounted support frame, a LNG

tank type container type with integrated fixed frame, Self-drying gas station canopy, fuel dispenser, a constant temperature and pressure

unloading device for gasification station, integrated mobile LNG gasification station, an integrated skid type LNG filling station, fuel

dispenser with automatic coordination position, a LNG tank type container type with self-balancing lifting mechanism, an anti-breaking

mechanism at the inlet and a outlet of pump pool in LNG integrated gas filling device.

We take reasonable steps to protect our proprietary information and

trade secrets, such as limiting disclosure of proprietary plans, methods and other similar information on a need-to-know basis and requiring

employees with access to our proprietary technology to enter into confidentiality arrangements.

We believe that our proprietary technology

and trade secrets are adequately protected.

Our Employees

As of December 31, 2021, we had a total of 185 employees.

Approximately 70 of our full-time employees are directly employed by our subsidiaries and VIEs and the remaining employees are employed by outsourcing agents that we use to meet our staffing needs.

Compared to 2017, the total employees decreased by 85% due to bad operating performance and recent company restructure.

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

Human Resources

Approximately

185 of our full-time employees are directly employed by our subsidiaries and VIEs.

The following table sets forth the allocation of employees, both direct

and leased, by job function.

Research and Development

Quality Control

Administration

We have not experienced any significant problems or disruption to our operations due to labor disputes, nor have we experienced any difficulties in recruitment and retention of experienced staff.

We compensate our production line employees by unit produced (piece work) and compensate other employees with a base salary and bonus based on performance.

We also provide training for our staffs from time to time to enhance their technical and product knowledge, including knowledge of industry quality standards.

Our employees participate in state pension scheme and various types of social insurance organized by municipal and provincial governments.

Outsourcing agents are responsible for contributions on behalf of the leased employees.

We have not experienced any significant problems or disruption to

our operations due to labor disputes, nor have we experienced any difficulties in recruitment and retention of experienced staff.

We compensate our production line employees by unit produced (piece

work) and compensate other employees with a base salary and bonus based on performance.

We also provide training for our staffs from

time to time to enhance their technical and product knowledge, including knowledge of industry quality standards.

Our employees participate in state pension scheme and various types

of social insurance organized by municipal and provincial governments.

Outsourcing agents are responsible for contributions on behalf

of the leased employees.

Our Research and Development Activities

1 unchanged sentence

In total, 4 employees are dedicated to research and development.

We rely heavily on customer feedback to assist us in the modification and development of our products.

Jingshan Sanhe owns a professional laboratory

which includes 17 sets of professional experimental equipment operated by 6 high-end scientific research experts to ensure the high

quality of raw materials and products.

Jilin Chuanyuan was jointly awarded by Jilin Provincial Department

of education and Jilin Provincial Department of industry and information technology as Jilin University enterprise joint technology innovation

The company currently carries out a project of transformation of scientific and technological achievements with Beihua University.

Specifically, it is a kind of urea formaldehyde resin adhesive with ultra-low formaldehyde emission and its preparation process, ZL 201510055885x.

At the same time, as a participant, the project is applying for the national science and technology progress award.

Beihua University

has set up a teaching and research practice base in our company.

On top of that, the company also successfully developed the urea formaldehyde

resin for E1 grade waterproof particleboard, E0 grade and F grade particleboard, as well as the UF resin for E0 grade and F grade particleboard

We rely heavily on customer feedback to assist us in the modification

and development of our products.

We also utilize customer feedback to assist us in the development of new products.

The amount we spent on research and development activities during the years ended December 31, 2018 and 2017 was not a material portion of our total expenses for those years.

The amount we spent on research and development activities during

the years ended December 31, 2021 and 2020 was not a material portion of our total expenses for those years.

Government Regulation

As a manufacturer and distributor of food products, we are subject to regulations of China's Agricultural Ministry and Ministry of Health.

This regulatory scheme governs the manufacture (including composition and ingredients), labeling, packaging and safety of food.

It also regulates manufacturing practices, including quality assurance programs, for foods through its current manufacturing practice regulations, and specifies the standards of identity for certain foods.

We have obtained approvals from Chinese authorities for products that requires the approval under regulations, including quality safety approval from government.

Not required by smaller reporting companies.

UNRESOLVED STAFF COMMENTS

As a company that continuously strives to create new value, we have

been doing business in five areas:

tea product cultivation, packaging, and sales;

manufacturing and sales of synthetic fuel products,

formaldehyde products, vehicles gasoline and diesel products;

manufacturing of insulation type explosion-proof skid-mounted refueling

equipment and SF double-layer buried type storage tank products business;

importing and distribution of beef products and multimedia

design, advertising business.

Our tea product cultivation, packaging, and sales business is subject

to regulations of China’s Agricultural Ministry and Ministry of Health.

This regulatory scheme governs the manufacture (including

composition and ingredients), labeling, packaging and safety of food.

It also regulates manufacturing practices, including quality assurance

programs, for foods through its current manufacturing practice regulations, and specifies the standards of identity for certain foods.

We have obtained approvals from Chinese authorities for products that requires the approval under regulations, including quality safety

approval from government.

Our manufacturing and sales of chemical products business is subject

to multiple regulations under PRC law.

We have complete certificates, including the work safety license, production license and emission

We have passed the environmental assessment acceptance and currently works on the promotion to the second level of work safety

standardization from the third level.

Our operation meets the requirements of relevant national laws, regulations, standards and specifications,

as well as other the requirements of national management departments at all levels.

Our manufacturing of insulation type explosion-proof skid-mounted

refueling equipment and SF double-layer buried type storage tank products business, carried out by Anhui Ansheng, is subject to multiple

regulations under PRC law.

We have obtained required certificates, including the national industrial product production license, Manufacture

License of Special Equipment (pressure vessels), installation, alteration, repair & maintenance license of special equipment (pressure

tunnel), the American Society of Mechanical Engineers certificate of authorization, environmental management system certification and

quality management system certification.

Our importing and distribution of beef products business is carried

out by Shandong Yunchu and we have obtained relevant certifications including the record registration form of foreign trade operators

and food business license.

As to our multimedia design and advertising business, we are licensed

to operate data related business in China through our subsidiary, Shanghai Shuning.

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What changed 10-K/A

Item 1. Business