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Item 9A. Controls and Procedures

2023-02-06 compared with 2019-04-16 · 1653 added, 1102 removed, 219 unchanged (93% of the section changed)

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Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934 ("Exchange Act")) 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, 2018.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2018, our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting described below.

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 Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on that evaluation, our management concluded that, As of December 31, 2018, our internal controls over financial reporting are not effective.

The material weakness and significant deficiency identified by our management As of December 31, 2018 relates to the ability of the Company to record transactions and provide disclosures in accordance with 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 a U.S.

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.

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

GAAP reporting and to enhance their awareness of new and emerging pronouncements with potential impact over our financial reporting.

We plan to continue to recruit experienced and professional accounting and financial personnel and participate in educational seminars, tutorials, and conferences and employ more qualified accounting staff in future.

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, 2017, 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.

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.

Inherent Limitations over Internal Controls.

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

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 in accordance with U.S.

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

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or detect all misstatements.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of 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.

(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

The following table sets forth the name, age and position of each of our current directors as well as the date they began their service as a director.

Director Since

President, Chief Executive Officer and Chairman

Chief Strategy Officer and

Guangming Fang

HONGXIANG YU.

Yu has served as a director of the Company since August 2016 and the Chief Executive Officer and President of the Company since September 2018.

Yu has served as the head of the internal auditing department of Hongrun Construction Group Co., Ltd., a company listed on the Shenzhen Stock Exchange, and as general manager for Hongrun's foundation engineering subsidiary, since August 2006.

In September 2015, Mr.

Yu established, and has been the Chairman of, Shanghai Highlights Asset Management Co., Ltd., a company engaged in assets management and private equity investment in China.

Since April 2016, Mr.

Yu has also served as the Vice Chairman of Tianjin Dragon Film Limited, a company engaged in investment in film industry including the both upstream and downstream chain of film production business in China.

Yu received his Bachelor degree in International Trade in 2004 from University of Portsmouth in the United Kingdom and his Master degree in International Human Resources Management in 2006 from University of Portsmouth.

Yu is well qualified to serve on the Board because of his extensive management experience.

Jin became our Chief Strategy Officer and a director in November 2017.

From 1995 to 2001, Mr.

Jin served as the General Manager in Shanghai Pudong Development Bank, and from 2001-2017, Mr.

Jin served as the Managing Director of Shanghai Xiefeng Science and Technology Investment Co., Ltd.

Jin received his college diploma from Shanghai Shanda College in 1993 and received his Bachelor of Finance degree from Shanghai Television University in 1998.

Jin obtained his MSBA degree from Madonna University in 2001.

Zhang was appointed as one of our directors of the Board and as a member of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee on November 8, 2017.

He has served as the president of Jiangsu Siyuan Port Co, Ltd.

from 2014 to 2016.

From 2012 to 2014, Mr.

Zhang served as the president of Jiangsu Xinmin Port Co., Ltd., and from 2008 to 2012, Mr.

Zhang served as the president of Rugao Port Group.

Zhang received his Bachelor of Chinese Language degree from Huadong Normal University in 1991 and obtained his MSBA degree from Madonna University in 1999.

Shao became a director of the Company in September 2018.

She has served as founder and chief executive officer of Shanghai Jianshi Management Consulting Limited, focusing on cross-border advisory services for Chinese companies and strategic consulting, since 2011.

Shao served as Vice President in the Credit Derivatives Department of Goldman Sachs in New York from 2005 to 2010.

Shao received a bachelor degree in computer science from Shanghai Jiao Tong University and a Ph.D.

in Computer Science from Princeton University.

We believe that Ms.

Shao is well qualified to serve on our Board of Directors because of her extensive experience with strategic corporate matters.

GUANGMING FANG .

Fang was appointed as one of our directors of the Board in September 2018.

He has served as a director of Hongkong Zhuangyuanlou Food Co., Ltd.

since September 2014.

He served as chief executive officer of Yueyuxing International Trade Company in Thailand from 1986 to 1999.

He served as chief executive officer of Beijing Zhongqiao Culture Development Company from 1999 to August 2014, Mr.

Fang received his bachelor of accounting degree from Payap University of Thailand in 1986.

We believe Mr.

Fang is well qualified to serve on our Board of Directors because of his extensive management experience in the food industry.

There are no arrangements or understandings between any of our directors and any other person pursuant to which any director was selected to serve as a director of our company.

Directors are elected until their successors are duly elected and qualified.

There are no family relationships among our directors or officers.

Executive Officers

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

The following table sets forth the name, age and position of each of our current executive officers as well as the date they began their service as an executive officer.

Executive Officer Since

President, Chief Executive Officer and Chairman

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

Chief Strategy Officer and Director

See "Directors" above for information on Mr.

Li was appointed to serve as the Chief Financial Officer of the Company in September 2018.

She has been as an asset management intern at Shenwan Hongyuan Securities since December 2017.

In August and September 2017, she was an associate intern at China Investment Consulting.

From November 2014 to June 2015, she was a part time assistant at McKinsey & Company.

She received her Bachelor degree in Accounting and Financial Studies in 2014 from University of Central Lancashire in the UK and her Master degree in Management in 2017 from Warwick University.

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 has served as the Chief Financial

Officer of the Company since June 2019.

She has over ten years of accounting experiences.

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,

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

From May 2014 to May 2016, Ms.

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

From January 2009 to December 2013, Ms.

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

From January 2006

to June 2008, Ms.

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

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

Hu is a Certified Public Accountant

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.

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.

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

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 received her LL.B.

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 five occasions during fiscal year 2018.

Each of the members of our Board attended more than 75% of the total number of meetings held by our Board and the committees on which each director served during fiscal year 2018.

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

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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.

Yuguo Zhang, Yilei Shao, and Guangmig Fang, all of whom are independent directors under SEC rules and the rules of NYSE American, are currently serving as members of the Audit Committee.

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

The Audit Committee has adopted a written charter, a printed copy of which is available to any shareholder requesting a copy by writing to:

Planet Green Holdings Corp., c/o Board of Director Office, Suite 901, Building 6, No.

1678 Jinshajiang Road, Putuo District, Shanghai, China 200333.

During the fiscal year 2018, our Audit Committee held five meetings.

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.

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 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 Messrs.

Zhang, Shao and Fang.

Zhang is the chairman of the Compensation Committee.

All current members of the Compensation Committee are independent directors, and all past members were independent directors at all times during their service on such Committee.

None of the past or present members of our Compensation Committee are present or past employees or officers of the Company or any of our subsidiaries.

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.

None of our executive officers serves on the Board of Directors or compensation committee of a company that has an executive officer that serves on our Board of Directors or Compensation Committee.

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

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

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

The Chief Executive Officer and Chief Financial Officer also provide recommendations to the Compensation Committee relating to compensation of other executive officers.

The Compensation Committee held five meetings in fiscal year 2018.

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 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 Shareholders;

to seek and identify a qualified director nominee, in the event that a director vacancy occurs, to be recommended to the Board of Directors for either appointment by the Board of Directors to serve the remainder of the term of a director position that is vacant or election at the Annual Meeting of the Shareholders.

The current members of the Nominating and Corporate Governance are Messrs.

Zhang, Shao and Fang.

Fang is the chairman of the Compensation Committee.

During the fiscal year 2018, our Nominating and Corporate Governance Committee held five meetings.

Shareholder Nominations for Director

Shareholders may propose candidates for board membership by writing to Planet Green Holdings Corp., c/o Board of Director Office, Suite 901, Building 6, No.

1678 Jinshajiang Road, Putuo District, Shanghai, China 200333.

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;

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 to:

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

2 nd Floor, Flushing, NY, 11354.

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 shareholder submitting the nomination;

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 shareholders will receive the same consideration as other nominees.

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.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of our common stock to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission, which we also refer to throughout this report as the SEC.

Based solely on our review of the copies of such forms furnished to us and written representations from our executive officers, directors and such beneficial owners, we believe that all filing requirements of Section 16(a) of the Exchange Act were timely complied with during the fiscal year ended December 31, 2018.

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 the Corporate Governance page of our website under the Investor link at http://www.planetgreenholdings.com, and a copy of the Code of Ethics is available to any shareholder requesting a copy by writing to:

Planet Green Holdings Corp., c/o Board of Director Office, Suite 901, Building 6, No.

1678 Jinshajiang Road, Putuo District, Shanghai, China 200333.

We intend to disclose on our website, in accordance with all applicable laws and regulations, amendments to, or waivers from, our 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.

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

Summary Compensation Table

The following table sets forth information concerning all forms of compensation earned by our named executive officers during the fiscal years ended December 31, 2018 and 2017 for services provided to us and our subsidiaries and VIEs.

None of our current executive officers earned compensation that exceeded $100,000 during the fiscal years ended December 31, 2018 or 2017.

Name and Principal

Hongxiang Yu,

President, Chief Executive Officer and Chairman

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

Chief Strategic Officer and Director

On September 27, 2018, the Board appointed Hongxiang Yu to serve as the Chief Executive Officer and President of the Company and Yu Li as the Chief Financial Officer.

Pursuant to Mr.

Yu's engagement letter, we are obligated to pay Mr.

Yu a compensation of $16,154 per year.

Pursuant to Ms.

Li's engagement letter, we are obligated to pay Ms.

Li a compensation of $16,154 per year.

On November 8, 2017, the Board appointed Yimin Jin as a member of the Board and the Chief strategic officer.

Pursuant to Mr.

Jin's engagement letter, we are obligated to pay Mr.

Jin a compensation of $16,154 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 April 11, 2019 (i) by each person who is known by us to beneficially own more than 5% of our common stock;

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

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

Except as otherwise indicated, the persons listed below have advised us that they have direct sole voting and investment power with respect to the shares listed as owned by them.

Unless otherwise specified, the address of each of the persons set forth below is c/o Planet Green Holdings Corp., Suite 901, Building 6, No.

1678 Jinshajiang Road, Putuo District, Shanghai, China 200333.

In the table below, percentage ownership is based on 5,497,765 shares of our common stock outstanding as of April 11, 2019.

Amount and nature

Name and title of beneficial owner

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.

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.

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

5% or Greater Shareholders

DEG-Deutsche Investitions- und Entwicklungsgesellschaft mbH (1)

Shenzhen Jiamingrui New Agriculture Co Ltd.

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, 11354.

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

Executive Officers, Directors and Director Nominees

Hongxiang Yu, President, Chief Executive Officer and Chairman (2)

Yu Li, Chief Financial Officer

Yimin Jin, Chief Strategic Officer and Director (2)

Yuguo Zhang, Director

Yilei Shao, Director

Guangming Fang, Director

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

Deutsche Investitions- und Entwicklungsgesellschaft mbH ("DEG") is a German limited liability company located at Kaemmergasse 22, 50676 Koeln, Germany.

10,794,066 shares of common stock (without taking into account of the reverse stock split subsequently effected by the Company) that has been pledged under the Share Pledge Agreement, dated October 19, 2010 and amended on November 15, 2012, for the benefit of DEG in order to secure the obligations of the Company and Junan Hongrun under a Loan Agreement, dated May 31, 2010, among the Company, DEG and Mr.

Si Chen (the "Loan Agreement").

On September 7, 2016, DEG notified the agent under the Pledge Agreement that the Company was in default under the Loan Agreement.

As of October 19, 2018, DEG entered into a Stock Purchase Agreement with Mr.

Yimin Jin and agreed to sell and Mr.

Jin agreed to purchase all of DEG's 10,794,066 shares of common stock of the Company in consideration for the purchase price of Eight Hundred and Sixty Thousand United States Dollars ($860,000.00) (the "Purchase Price").

Jin is obligated to pay a down payment of $86,000 within five business days and the remainder of the purchase price within three weeks of October 19, 2018, after which DEG is obligated to ship the stock certificates with stock powers to Mr.

Jin for transfer.

The transfer of share of common stock of the Company has not been closed as of the date of this report.

It should be noted that the number of 10,794,066 shares of common stock of the Company being sold from DEG to Mr.

Jin reflect the number of shares prior to the conversion of shares in accordance with the amendment to the Company's articles of incorporation dated September 28, 2018, pursuant to which every 25 shares of common stock of Planet Green Holdings Corp.

that were issued and outstanding as of October 1, 2018 shall be automatically combined and converted into one share of common stock of the Company.

On August 8, 2018, the Company entered into an amended and restated securities purchase agreement with Hongxiang Yu and Yimin Jin, pursuant to which Mr.

Jin agreed to invest an aggregate of $10 million in the Company in exchange for an aggregate of 2,352,942 shares of common stock, representing a purchase price of approximately $4.25 per share (taking into account the reverse stock split subsequently effected by the Company).

On October 16, 2018, the Company closed the transaction.

Jin disclaims beneficial ownership of any shares held by Mr.

Yu disclaims beneficial ownership of any shares held by Mr.

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

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE .

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

On August 8, 2018, the Company entered into an amended and restated securities purchase agreement with Hongxiang Yu, the President, Chief Executive Officer and Chairman of the Company, and Yimin Jin, the Chief Strategic Officer and Director of the Company, pursuant to which Mr.

On October 16, 2018, the Company closed the transaction and received gross proceeds of $10,000,000 in the aggregate.

On September 28, we sold 100% of equity interest in ILH to Si Chen, our former President, Chief Executive Officer and Chairman.

We have included discussions of the transaction in our Current Report on Form 8-K, filed on October 2, 2018.

Policy for Approval of Related Party Transactions

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

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 Messrs.

Zhang, Shao, Fang are "independent directors" as defined in the NYSE American listing standards and applicable SEC rules.

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, 2017 and 2018 and the accounting fees in each such period were $170,000 and $140,000.

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.

2 unchanged sentences

(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.

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.

4 unchanged sentences

Incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form S-3 filed on January 29, 2010.

Securities Purchase Agreement, dated December 28, 2017, by and among American Lorain Corporation and Yi Li and Beili Zhu.

Incorporated by reference to Exhibit 10.1 to registrant's Form 8-K filed on May 21, 2018.

Securities Purchase Agreement, dated April 14, 2018, by and among American Lorain Corporation and the investors named therein.

Incorporated by reference to Exhibit 10.2 to registrant's Form 8-K filed on May 21, 2018.

Securities Purchase Agreement, dated April 24, 2018, by and between American Lorain Corporation and Xiuping Cai.

Incorporated by reference to Exhibit 10.3 to registrant's Form 8-K filed on May 21, 2018.

Securities Purchase Agreement, dated July 12, 2018, by and among American Lorain Corporation, Yunpeng Zhang and Zhongquan Sun.

Incorporated by reference to Exhibit 10.1 to registrant's Form 10-Q filed on August 14, 2018.

Amended and Restated Securities Purchase Agreement, dated August 8, 2018, by and among American Lorain Corporation, Yimin Jin and Hongxiang Yu.

Incorporated by reference to Exhibit 10.2 to registrant's Form 10-Q filed on August 14, 2018.

S hare Exchange Agreement, dated August 8, 2018, by and among American Lorain Corporation, Si Chen, Planet Green Holdings Corp.,Junan Hongrun Foodstuff Co., Ltd., Shandong Lorain Co., Ltd., International Lorain Holdings, Inc., Shandong Greenpia Foodstuff Co., Ltd., Beijing Lorain Co., Ltd.

and Luotian Lorain Co., Ltd.

Incorporated by reference to Exhibit 10.3 to registrant's Form 10-Q filed on August 14, 2018.

Share Exchange Agreement, dated as of September 25, 2018, by and among American Lorain Corporation, Shanghai Xunyang Internet Technology Co., Ltd., Taishan Muren Agriculture Co.

and Shenzhen Jiamingrui New Agriculture Co., Ltd.

Incorporated by reference to Exhibit 10.1 to registrant's Form 8-K filed on September 26, 2018.

Form of Lock-Up Agreement, by and between American Lorain Corporation and Shenzhen Jiamingrui New Agriculture Co., Ltd.

Incorporated by reference to Exhibit 10.2 to registrant's Form 8-K filed on September 26, 2018.

Consultation and Service Agreement, dated September 27, 2018, by and between Shanghai Xunyang Interment Technology Co., Ltd.