Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule
13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure.
As required by Rule 13a-15 under the Exchange Act, our management,
including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of 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, 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. GAAP”). We did not have sufficient and skilled
accounting personnel with an appropriate level of experience in the application of U.S. GAAP commensurate with our financial reporting
requirements. For example, our staff members do not hold licenses such as Certified Public Accountant or Certified Management Accountant
in the U.S., have not attended U.S. institutions for training as accountants, and have not attended extended educational programs that
would provide sufficient relevant education relating to U.S. GAAP. Our staff will require substantial training to meet the demands of
a U.S. public company and our staff’s understanding of the requirements of U.S. GAAP-based reporting are inadequate.
Remediation Initiative
We plan to provide U.S. GAAP training sessions to our accounting team.
The training sessions will be organized to help our corporate accounting team gain experience in U.S. GAAP reporting and to enhance their
awareness of new and emerging pronouncements with potential impact 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.
23
Changes in Internal Controls over Financial Reporting
Other than as described above, during the fiscal year ended December
31, 2021, there were no material changes in our internal control over financial reporting identified in connection with the evaluation
performed during the fiscal year covered by this annual report that has materially affected or is reasonably likely to materially affect,
our internal control over financial reporting.
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
under U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:
(i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
(ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements under U.S. GAAP, and that our receipts and
expenditures are being made only under authorizations of our management and directors; and
(iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could 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.
ITEM 9B. OTHER INFORMATION.
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS.
Not Applicable.
24
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Officers
The following table sets forth the name, age and position of each
of our current directors and officers.
Name
Age
Position
Bin Zhou
32
Chairman and Chief Executive Officer
Lili Hu
44
Chief Financial Officer
Chao Chen
35
Director
King Fai Leung
49
Director
Yang Cao
29
Director
Mr. 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. Mr. 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. Mr. Zhou received his Bachelor of
Law degree from National Judges College in Beijing, China.
Ms. Lili Hu has served as the Chief Financial
Officer of the Company since June 2019. She has over ten years of accounting experiences. Ms. Hu has served as the financial director
of Xianning Bozhuang Tea Products Co., Ltd., a wholly-owned subsidiary of the Company, since July 2018. From June 2016 to June 2018,
Ms. Hu worked as an audit project manager with Hubei Puhua Lixin LLP, an audit firm in Hubei, China. From May 2014 to May 2016, Ms. Hu
was a financial manager of Houfu Medical Device Co., Ltd., a medical device company in China. From January 2009 to December 2013, Ms.
Hu served as the financial director of Hebei Rentian Gaopeng Mechanical Co., Ltd., a manufacturing company in China. From January 2006
to June 2008, Ms. Hu was the Chief Financial Officer of Hubei Hongfa Telecommunications Co., Ltd., a telecommunications company in China.
Ms. Hu graduated from Hubei University of Science and Technology with a major in accounting. Ms. Hu is a Certified Public Accountant
in China.
Ms. Chao Chen has served as a director of the Company since
April 2019. She has been an attorney at Beijing QianCheng law firm since August 2019. Prior to that, she was an attorney at Beijing Lanpeng
Law Firm from May 2015 to August 2019. Her practice includes litigation, mergers and acquisitions and general corporate representation.
Ms. 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. Ms. Chen received her Master of Law degree from
Beijing Institute of Technology and her Bachelor of Law degree from Southwest University for Nationalities.
25
Mr. 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. Mr. 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: CIIX). He has also served as an independent director, chairman of the audit committee
and a member of the remuneration and nomination committee of Daisho Microline Holdings Ltd., a Hong Kong-based investment holding company
principally engaged in the manufacture and sales of printed circuit boards (HKG: 0567), since June 2015. In addition, Mr. Leung served
as directors in various public companies, including Kirin Group Holdings Limited, an investment holding company principally engaged in
the financial related business (HKG: 8109), Biostar Pharmaceuticals, Inc., a pharmaceutical and medical nutrient products company (OTC
Pink: BSPM), and Hao Wen Holdings Limited, an investment holding company principally engaged in the manufacture and trading of biomass
fuel in China (HKG: 8019). Mr. Leung earned his Bachelor of Commerce in Accounting and Finance from Deakin University in Victoria, Australia.
He is a Certified Public Account in both Hong Kong and Australia.
Ms. Yang Cao has served as a director of the Company since
March 2020. She has been practicing commercial law as an attorney with Hubei Kaicheng Law Office since November 2019. Prior to that,
she served as a legal counsel to Xianning High-Tech Industrial Zone, a municipal government authority providing infrastructure and resources
to high-tech companies, from November 2016 to November 2019. From October 2015 to November 2016, Ms. Cao worked as a compliance officer
at Qingdao Inter-Credit Group Wuhan Branch, a business consulting company. Ms. Cao received her LL.B. degree from Hankou College and
an LL.M. 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. Directors
are elected until their successors are duly elected and qualified. Our executive officers are appointed by our Board and serve at their
discretion. There are no family relationships among our directors or officers.
Board of Directors
Our Board met on twelve occasions during fiscal year 2021. 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 2021.
Committees of the Board
Audit Committee
The Audit Committee assists our Board in monitoring:
-
our accounting, auditing, and financial reporting processes;
-
the integrity of our financial statements;
-
internal controls and procedures designed to promote
our compliance with accounting standards and applicable laws and regulations; and
-
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. Mr. Leung is the chairman
of the Audit Committee and is our audit committee financial expert.
The Audit Committee has adopted a written charter, a copy of which
is available on our website at www.planetgreenholdings.com, and a printed copy of which is available to any stockholder requesting a copy
by writing to: Planet Green Holdings Corp., c/o Board of Director Office, 36-10 Union St. 2 nd Floor, Flushing, NY, 11345. During
the fiscal year ended December 31, 2021, our Audit Committee held four meetings.
26
Compensation Committee
The functions of the Compensation Committee are as follows:
●
to assist our Board in discharging its responsibilities
with respect to compensation of our executive officers and directors;
●
to evaluate the performance of our executive officers;
●
to assist our Board in developing succession plans
for executive officers; and
●
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. Ms. Chen is the chairman of the Compensation Committee. All current members of the Compensation Committee are
independent directors, and all past members were independent directors at all times during their service on such Committee. None of the
past or present members of our Compensation Committee are present or past employees or officers of the Company or any of our subsidiaries.
No member of the Compensation Committee has had any relationship with us requiring disclosure under Item 404 of Regulation S-K. None
of our executive officers serves on the Board of Directors or compensation committee of a company that has an executive officer that
serves on our Board of Directors or Compensation Committee.
The Compensation Committee may not delegate its responsibilities to
another committee, individual director or member of management.
The Compensation Committee meets on an annual basis and holds special
meetings as needed. The Compensation Committee meetings may be called by the Committee chairman, the Chairman of the Board of Directors
or a majority of Committee members. The Chief Executive Officer and Chief Financial Officer also provide recommendations to the Compensation
Committee relating to compensation of other executive officers. The Compensation Committee held one meeting in fiscal year 2021.
Nominating and Corporate Governance
The Nominating and Corporate Governance assists the Board of Directors
in identifying individuals qualified to become our directors and in determining the composition of the Board of Directors and its committees.
The Nominating and Corporate Governance is responsible for, among other things:
●
to make recommendations to the Board of Directors with
respect to the size and composition of the Board of Directors;
●
to make recommendations to the Board of Directors on
the minimum qualifications and standards for director nominees and the selection criteria for the Board members;
●
to review the qualifications of potential candidates
for the Board of Directors;
●
to make recommendations to the Board of Directors on
nominees to be elected at the annual meeting of stockholders; and
●
to seek and identify a qualified director nominee,
in the event that a director vacancy occurs, to be recommended to the Board of Directors for either appointment by the Board of Directors
to serve the remainder of the term of a director position that is vacant or election at the annual meeting of the stockholders.
The current members of the Nominating and Corporate Governance are
Yang Cao, Chao Chen and King Fai Leung. Ms. Cao is the chairman of the Compensation Committee. During the fiscal year 2021, our Nominating
and Corporate Governance Committee held one meeting.
27
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. Any
such proposal shall contain the name, holdings of our securities and contact information of the person making the nomination; the candidate’s
name, address and other contact information; any direct or indirect holdings of our securities by the nominee; any information required
to be disclosed about directors under applicable securities laws and/or stock exchange requirements; information regarding related party
transactions with our company and/or the stockholder submitting the nomination; any actual or potential conflicts of interest; the nominee’s
biographical data, current public and private company affiliations, employment history and qualifications and status as “independent”
under applicable securities laws and stock exchange requirements. Nominees proposed by stockholders will receive the same consideration
as other nominees.
Compensation Committee Interlocks and Insider Participation
None of our officers currently serves, or in the past year has served,
as a member of the Board of Directors or compensation committee of any entity that has one or more officers serving on our Board of Directors.
Code of Ethics
Our Board adopted a Code of Ethics that applies to all of our directors,
executive officers, including our principal executive officer, principal financial officer and principal accounting officer, and employees.
The Code of Ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations
and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and
reporting of violations of the code. The Code of Ethics is available on our website at http://www.planetgreenholdings.com, and a copy
of the Code of Ethics is available to any stockholder requesting a copy by writing to: Planet Green Holdings Corp., c/o Board of Director
Office, 36-10 Union St. 2nd Floor, Flushing, NY, 11345. We intend to disclose on our website, in accordance with all applicable laws
and regulations, amendments to, or waivers from, our Code of Ethics.
Legal Proceedings
To the Company’s knowledge, there are no material proceedings
to which any of our directors and officers or affiliates of the Company is a party adverse to the Company or has a material interest
adverse to the Company.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning all forms of
compensation earned by our named executive officers during the fiscal years ended December 31, 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.
Name and
Stock
Option
All Other
Principal Position
Year
Salary
Bonus
Awards
Awards
Compensation
Total
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
Bin Zhou,
2021
$ 96,000
$ -
$ -
$ -
$ -
$ 96,000
Chairman, Chief Executive Officer and Director
2020
$ 96,000
$ -
$ -
$ -
$ -
$ 96,000
-
-
-
-
Lili Hu,
2021
$ 84,000
$ -
$ -
$ -
$ -
$ 84,000
Chief Financial Officer
Director
2020
$ 84,000
$ -
$ -
$ -
$ -
$ 84,000
-
-
-
-
Chao Chen,
2021
$ 24,000
$ -
$ -
$ -
$ -
$ 24,000
Director
2020
$ 24,000
$ -
$ -
$ -
$ -
$ 24,000
King Fai Leung,
2021
$ 21,600
$ -
$ -
$ -
$ -
$ 21,600
Director
2020
$ 21,600
$ -
$ -
$ -
$ -
$ 21,600
Yang Cao,
2021
$ 24,000
$ -
$ -
$ -
$ -
$ 24,000
Director
2020
$ 24,000
$ -
$ -
$ -
$ -
$ 24,000
28
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
Officer. 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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED SHAREHOLDER MATTERS
The following table sets forth information regarding beneficial ownership
of our common stock as of May 13, 2020 (i) by each person who is known by us to beneficially own more than 5% of our common stock; (ii)
by each of our named executive officers and directors and (iii) by all of our officers and directors as a group. Beneficial ownership
is determined in accordance with the rules of the SEC that deem shares to be beneficially owned by any person who has voting or investment
power with respect to such shares. Except as otherwise indicated, the persons listed below have advised us that they have direct sole
voting and investment power with respect to the shares listed as owned by them.
Unless otherwise specified, the address of each of the persons set
forth below is c/o Planet Green Holdings Corp., 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
Amount and
nature of
beneficial
ownership
Percent of
class
5% or Greater Stockholders
Xiaodong Cai
4,800,000
11.27 %
Shun Liu
2,500,000
5.87 %
Honghu Li
2,300,000
7.0 %
Jie Yang
2,600,000
5.40 %
Jian Zhen
2,400,000
6.10 %
Executive Officers, Directors and Director Nominees
Bin Zhou, Chairman, Chief Executive Officer and Director
4,262,000
10.00 %
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)
4,262,000
10.00 %
29
Changes in Control
There are currently no arrangements which would result in a change
in control of us.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE .
Related Party Transactions
None.
Policy for Approval of Related Party Transactions
Our Audit Committee Charter provides that all related party transactions
required to be disclosed under SEC rules are to be reviewed by the Audit Committee.
Director Independence
NYSE American listing standards require that a majority of our Board
of Directors be independent. An “independent director” is defined generally as a person other than an officer or employee
of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of
directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.
Our Board of Directors has determined that Chao Chen, King Fai Leung, Yang Cao are “independent directors” as defined in
the NYSE American listing standards and applicable SEC rules.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
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. Such
fees related to audit services provided by WWC, P.C. No audit-related or tax services were provided by WWC, P.C. during such periods.
30
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(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.
(b) Exhibits
Exhibit No.
Description
3.1
Articles of Incorporation of the registrant, as filed with the Nevada Secretary of State on June 15, 2009. Incorporated by reference to Exhibit 3.1 to the registrant’s registration statement on Form S-3 filed on January 29, 2010.
3.2
Certificate of Amendment of the registrant, as filed with the Nevada Secretary of State on September 28, 2018. Incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed on October 2, 2018.
3.3
Bylaws of the registrant. Incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form S-3 filed on January 29, 2010.
4.1*
Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
10.1
Share Exchange Agreement, dated as of December 9, 2021, by and among Planet Green Holdings Corp., Shandong Yunchu Supply Chain Co., Ltd. and sellers named therein. Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on December 10, 2021.
10.2
Lock-Up Agreement, dated as of December 9, 2021. Incorporated by reference to Exhibit.10.2 to the registrant’s current report on Form 8-K filed on December 10, 2021.
10.3
Non-Competition and Non-Solicitation Agreement, dated as of December 9, 2021. Incorporated by reference to Exhibit 10.3 to the registrant’s current report on Form 8-K filed on December 10, 2021.
10.4
Share Purchase Agreement dated as of November 30, 2021, by and among Planet Green Holdings Corp, Jianyi (Xianning) Technologies Co., Ltd. and Yongsheng Chen. Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on November 30, 2021.
10.5
Amended Consultation and Service Agreement dated as of November 30, 2021. Incorporated by reference to Exhibit 10.2 to registrant’s current report on Form 8-K on November 30, 2021.
10.6
Amended Business Cooperation Agreement dated as of November 30, 2021. Incorporated by reference to Exhibit 10.3 to registrant’s current report on Form 8-K on November 30, 2021.
10.7
Amended Equity Pledge Agreement dated as of November 30, 2021. Incorporated by reference to Exhibit 10.4 to registrant’s current report on Form 8-K on November 30, 2021.
10.8
Amended Equity Option Agreement dated as of November 30, 2021. Incorporated by reference to Exhibit 10.5 to registrant’s current report on Form 8-K on November 30, 2021.
10.9
Amended Voting Rights Proxy and Financial Supporting Agreement dated as of November 30, 2021. Incorporated by refence to Exhibit 10.6 to registrant’s current report on Form 8-K on November 30, 2021.
10.10
Share Exchange Agreement dated July 15, 2021, by and among Planet Green Holdings Corp., Jiayi Technologies, Anhui Ansheng Petrochemical Equipment Co., Ltd, and sellers named therein. Incorporated by reference to Exhibit 10.1 to registrant’s current report on Form 8-K on July 16, 2021.
10.11
Lock-up Agreement dated as of July 15, 2021, by and among Planet Green Holdings Corp. and sellers named therein. Incorporated by reference to Exhibit 10.2 to registrant’s current report on Form 8-K on July 16, 2021.
10.12
Non-competitive and Non-Solicitation Agreement dated as of July 15, 2021. Incorporated by reference to Exhibit 10.3 to registrant’s current report on Form 8-K on July 16, 2021.
10.13
Consultation and Service Agreement dated July 15, 2021. Incorporated by reference to Exhibit 10.4 to registrant’s current report on Form 8-K on July 16, 2021.
10.14
Business Cooperation Agreement dated July 15, 2021. Incorporated by reference to Exhibit 10.5 to registrant’s current report on Form 8-K on July 16, 2021.
10.15
Equity Pledge Agreement dated July 15, 2021. Incorporated by reference to Exhibit 10.6 to registrant’s current report on Form 8-K on July 16, 2021.
10.16
Equity Option Agreement dated July 15, 2021. Incorporated by reference to Exhibit 10.7 to registrant’s current report on Form 8-K on July 16, 2021.
10.17
Voting Rights Proxy and Financial Supporting Agreement dated July 15, 2021. Incorporated by reference to Exhibit 10.8 to registrant’s current report on Form 8-K on July 16, 2021.
31
Exhibit No.
Description
10.18
Securities
Purchase Agreement dated April 26, 2021, by and among Planet Green Holdings Corp. and Purchasers name therein. Incorporated by
reference to Exhibit 10.1 to registrant’s current report on Form 8-K on April 27, 2021.
10.19
Share Exchange Agreement dated March 9, 2021, by and among Planet Green Holdings Corp., Jiayi Technologies, Jilin Chuangyuan Chemical Co., Ltd., and sellers named therein. Incorporated by reference to Exhibit 10.1 to registrant’s current report on Form 8-K on March 10, 2021.
10.20
Lock-up Agreement dated as of March 9, 2021. Incorporated by reference to Exhibit 10.2 to registrant’s current report on Form 8-K on March 10, 2021.
10.21
Non-competitive and Non-Solicitation Agreement dated as of March 9, 2021. Incorporated by reference to Exhibit 10.3 to registrant’s current report on Form 8-K on March 10, 2021.
10.22
Consultation and Service Agreement dated March 9, 2021. Incorporated by reference to Exhibit 10.4 to registrant’s current report on Form 8-K on March 10, 2021.
10.23
Business Cooperation Agreement dated March 9, 2021. Incorporated by reference to Exhibit 10.5 to registrant’s current report on Form 8-K on March 10, 2021.
10.24
Equity Pledge Agreement dated March 9, 2021. Incorporated by reference to Exhibit 10.6 to registrant’s current report on Form 8-K on March 10, 2021.
10.25
Equity Option Agreement dated March 9, 2021. Incorporated by reference to Exhibit 10.7 to registrant’s current report on Form 8-K on March 10, 2021.
10.26
Voting Rights Proxy and Financial Supporting Agreement dated March 9, 2021. Incorporated by reference to Exhibit 10.8 to registrant’s current report on Form 8-K on March 10, 2021.
10.27
Securities Purchase Agreement dated January 26, 2021, by and among Planet Green Holdings Corp. and Purchasers named therein. Incorporated by reference to Exhibit 10.1 to registrant’s current report on Form 8-K on January 26, 2021.
14.1
Business Ethics Policy and Code of Conduct, adopted on April 30, 2007. Incorporated by reference to Exhibit 14 to the registrant’s current report on Form 8-K filed on May 9, 2007.
21.1*
List
of subsidiaries of the registrant.
31.1**
Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**
Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1***
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2***
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
Previously filed
**
Filed herewith
***
Furnished herewith
ITEM 16. FORM 10-K SUMMARY
Not applicable.
32
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PLANET GREEN HOLDINGS CORP.
Date: March 9, 2023
By:
/s/ Bin Zhou
Bin Zhou, Chief Executive Officer and Chairman
(Principal Executive Officer)
By:
/s/ Lili Hu
Lili Hu, Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities
Exchange Act of 1934, this annual report has been signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/
Bin Zhou
Chief
Executive Officer and Chairman
March
9, 2023
Bin
Zhou
(Principal
Executive Officer)
/s/
Lili Hu
Chief
Financial Officer and Director
March
9, 2023
Lili
Hu
(Principal
Financial Officer and
Principal Accounting Officer)
/s/
Luojie Pu
Director
March
9, 2023
Luojie
Pu
/s/
King Fai Leung
Director
March
9, 2023
King
Fai Leung
/s/
Yang Cao
Director
March
9, 2023
Yang
Cao
33
PLANET GREEN HOLDINGS CORP.
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021 AND 2020
(Stated in US Dollars)
CONTENTS
PAGES
Report of Independent Registered Public Accounting Firm
F-2
Audited Consolidated Balance Sheets
F-4
Audited Consolidated Statements of Operations and Comprehensive Loss
F-5
Audited Consolidated Statements of Changes in Stockholders’ Equity
F-6
Audited Consolidated Statements of Cash Flows
F-7
Notes to Consolidated Financial Statements
F-8 to F-29
F- 1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To:
The Board of Directors and Stockholders of
Planet Green Holdings Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Planet
Green Holdings Corp. and its subsidiaries (the Company) as of December 31, 2021 and 2020, and the related consolidated statements of operations
and comprehensive loss, changes in stockholders’ equity, and cash flows for the two-year period ended December 31, 2021, and the
related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash
flows for the two-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States
of America.
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had
incurred substantial losses during the year, has substantial accumulated deficit and has a working capital deficit, which raises substantial
doubt about its ability to continue as a going concern. Management’s plan in regards to these matters are described in Note 1. These
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below
is matter arising from the current period audit of the consolidated financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit
matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or
disclosures to which they relate.
F- 2
Evaluation of the carrying value of goodwill in the Canadian and
Jingshan Sanhe reporting units
As discussed in Note 2 to the consolidated financial
statements, the Company performs a goodwill impairment test on an annual basis or whenever events or changes in circumstances indicate
that the carrying value of a reporting unit might exceed its fair value. The discount rate applied to projected cash flows is important
elements used by the Company in determining the fair value of the reporting unit and the amount of goodwill impairment losses. In the
last quarter of 2021, the Company performed an annual goodwill impairment test in response to the decline in current market conditions
as a result of the COVID-19 pandemic. The goodwill was determined to be impaired, and impairment losses of $3.26 million was recorded.
We identified the evaluation of the discount rate
applied to projected cash flows used in the assessment of the carrying value of goodwill for the reporting unit, for which such assumptions
are used by the Company in the determination of goodwill impairment losses, as a critical audit matter. Specifically, the evaluation of
these assumptions required the application of subjective auditor judgment because changes to these assumptions may have a substantial
impact on the determination of fair value of the reporting unit. We gathered data and evidence to performed sensitivity analyses to determine
the significance of the assumptions used to determine the fair value of the reporting unit, which required a higher degree of auditor
judgment.
Addressing the matter involved evaluating the
Company’s assessment of the value of the reporting unit under the discounted cash flow method. We gathered data and evidence, performed
independent analysis, and exercised professional judgment during our evaluation process.
/s/ WWC, P.C.
WWC, P.C.
Certified Public Accountants
PCAOB ID: 1711
We have served as the Company’s auditor since 2007
San Mateo , California
March 30, 2022
F- 3
Planet Green Holdings Corp.
Audited Consolidated Balance Sheets
As of December 31, 2021 and 2020
(Stated in US Dollars)
December 31,
2021
2020
Assets
Current assets
Cash and cash equivalents
$ 750,658
$ 3,415,751
Restricted cash
380,750
-
Accounts receivable, net
3,819,073
835,384
Inventories
7,816,432
2,251,628
Advances to suppliers
5,681,083
5,922,562
Other receivables
1,185,136
1,091,815
Other receivables-related parties
7,670,434
-
Total current assets
27,303,566
13,517,140
Non-current assets
Plant and equipment, net
20,485,449
4,596,637
Intangible assets, net
4,199,651
1,516,467
Construction in progress, net
2,475,874
-
Prepayment investments
705,805
-
Long-term investments
3,136,910
-
Investment in real estates
7,770,943
-
Deferred tax assets
1,172,050
-
Goodwill
18,180,532
2,340,111
Right-of-use assets
584,802
-
Total non-current assets
58,712,016
8,453,215
Total assets
$ 86,015,582
$ 21,970,355
Liabilities and Stockholders’ Equity
Current liabilities
Short-term bank loans
6,822,054
-
Accounts payable
6,237,810
1,302,850
Advance from customers
6,190,091
241,893
Taxes payable
787,593
198,683
Other payables and accrued liabilities
8,635,189
1,848,597
Other payables-related parties
5,196,227
19,850
Lease liabilities-current portion
436,191
-
Deferred income
73,732
15,682
Total current liabilities
34,378,887
3,627,555
Non-current liabilities
Lease liabilities - non-current
-
-
Long-term payables
380,345
31,364
Total non-current liabilities
380,345
31,364
Total Liabilities
$ 34,759,232
$ 3,658,919
Commitments and contingencies
-
-
Stockholders’ equity
Preferred stock: $ 0.001 par value, 5,000,000 shares authorized; none issued and outstanding as of December 31, 2021 and 2020
-
-
Common stock: $ 0.001 par value, 200,000,000 shares authorized; 35,581,930 and 11,809,930 shares Issued and outstanding as of December 31, 2021 and 2020
35,582
11,810
Additional paid-in capital
133,232,224
95,659,360
Accumulated deficit
( 94,072,383 )
( 84,331,897 )
Accumulated other comprehensive income
7,711,057
6,972,163
Non-controlling interests
4,349,870
-
Total stockholders’ equity
51,256,350
18,311,436
Total liabilities and stockholders’ equity
$ 86,015,582
$ 21,970,355
See Accompanying Notes to the Financial
Statements
F- 4
Planet Green Holdings Corp.
Audited Consolidated Statements of
Operations and Comprehensive Loss
For the Years Ended December 31, 2021
and 2020
(Stated in US Dollars)
For the Years Ended
December 31,
2021
2020
Net revenues
$ 37,767,964
$ 3,638,801
Cost of revenues
33,921,709
2,369,736
Gross profit
3,846,255
1,269,065
Operating expenses:
Selling and marketing expenses
2,053,452
160,109
General and administrative expenses
7,220,769
3,896,489
Research & Developing expenses
808,383
-
Total operating expenses
10,082,604
4,056,598
Operating (loss) income
( 6,236,349 )
( 2,787,533 )
Other (expenses) income
Interest income
1,455
63
Interest expenses
( 646,572 )
( 23,470 )
Other income
300,885
213,321
Other expenses
( 90,646 )
( 186,003 )
Impairment of goodwill
( 3,263,424 )
( 2,339,829 )
Write off receivables from disposal of former subsidiaries
-
( 6,078,623 )
Total other (expenses) income
( 3,698,302 )
( 8,414,541 )
(Loss) income before income taxes
( 9,934,651 )
( 11,202,074 )
Discontinued operations:
(Loss) income from discontinued operations
-
150,911
Income tax expenses
( 56,450 )
-
Net loss
( 9,991,101 )
( 11,051,163 )
Less: Net (loss) income attributable to non-controlling interest
( 250,616 )
-
Net (loss) income attributable to common shareholders
$ ( 9,740,485 )
$ ( 11,051,163 )
Net loss
( 9,991,101 )
( 11,051,163 )
Foreign currency translation adjustment
761,962
( 1,231,778 )
Total comprehensive loss
( 9,229,139 )
( 12,282,941 )
Less: Comprehensive (loss) income attribute to non-controlling interest
( 227,548 )
Comprehensive (loss) income attribute to common share holders
$ ( 9,001,591 )
$ ( 12,282,941 )
(Loss) income per share from continuing operations - Basic and diluted
$ ( 0.40 )
$ ( 1.11 )
(Loss) income per share from discontinued operations-Basic and diluted
$ -
$ 0.01
(Loss) income per common shareholders - Basic and diluted
$ ( 0.39 )
$ ( 1.09 )
Basic and diluted weighted average shares outstanding
24,778,588
10,112,648
See Accompanying Notes to the Financial
Statements
F- 5
Planet Green
Holdings Corp.
Audited Consolidated Statements
of Changes in Stockholders’ Equity
for the Years Ended December 31,
2021 and 2020
(Stated in US Dollars)
Number of
Shares
Common
Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Income
Non-
Controlling
Interests
Total
Balance, January 1, 2020
7,877,765
$ 7,878
$ 85,803,421
$ ( 73,280,734 )
$ 8,203,941
$ -
$ 20,734,506
Net (loss) income
-
-
-
( 11,051,163 )
-
-
( 11,051,163 )
Issuance of shares for acquisition
1,800,000
1,800
4,588,200
-
-
-
4,590,000
Issuance of common stock for cash
1,350,000
1,350
3,508,650
-
-
-
3,510,000
Stock-based compensation and issue of employee benefit plan stock
782,165
782
1,759,089
-
-
-
1,759,871
Foreign currency translation adjustment
-
-
-
-
( 1,231,778 )
-
( 1,231,778 )
Balance, December 31, 2020
11,809,930
$ 11,810
$ 95,659,360
$ ( 84,331,897 )
$ 6,972,163
$ -
$ 18,311,436
Balance, January 1, 2021
11,809,930
$ 11,810
$ 95,659,360
$ ( 84,331,897 )
$ 6,972,163
$ -
$ 18,311,436
Net (loss) income
-
-
-
( 9,740,486 )
-
( 250,616 )
( 9,991,102 )
Issuance of shares for acquisition
16,200,000
16,200
22,681,227
-
-
-
22,697,427
Issuance of common stock for cash
6,700,000
6,700
13,732,749
-
-
-
13,739,449
Stock-based compensation and issue of employee benefit plan stock
872,000
872
1,158,888
-
-
-
1,159,760
Acquiring subsidiaries
-
-
-
-
-
4,577,418
4,577,418
Foreign currency translation adjustment
-
-
-
-
738,894
23,068
761,962
Balance, December 31, 2021
35,581,930
$ 35,582
$ 133,232,224
$ ( 94,072,383 )
$ 7,711,057
$ 4,349,870
$ 51,256,350
See Accompanying Notes to the Financial
Statements
F- 6
Planet Green Holdings Corp.
Audited Consolidated Statements of
Cash Flows
For the Years Ended December 31, 2021
and 2020
(Stated in US Dollars)
2021
2020
CASH FLOWS FROM OPFRATING ACTIVITIFS:
Net (loss) income
$ ( 9,991,102 )
$ ( 11,051,163 )
Adjustments to reconcile net loss to cash (used in) provided by operating activities:
Depreciation
2,212,080
275,228
Amortization
241,172
173,825
Bad debt expenses
-
43,694
share-based compensation expense
1,159,760
1,759,871
Loss on disposal of discontinued operations
-
-
Write off receivables
-
6,078,623
Exchange loss
-
1,830,579
Impairment of goodwill
3,225,079
2,339,829
Note and account receivables , net
( 384,977 )
( 1,526,888 )
Inventories
( 1,331,385 )
( 295,975 )
Prepayments and deposit
4,676,936
( 4,065,394 )
Other receivables
349,817
-
Other receivables-related party
( 4,814,037 )
-
Accounts payables
1,364,041
506,437
Advance from customer
( 1,540,669 )
150,685
Other payables and accruals
2,384,255
221,900
Other payables-related parties
1,750,240
-
Taxes payable
198,722
59,648
Deferred income
( 15,246 )
-
Lease liability
( 4,082 )
-
Net cash used in operating activities
( 519,396 )
( 3,499,103 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment
( 1,393,139 )
( 695,544 )
Purchase of intangible assets
( 124,337 )
( 157,293 )
Purchase of long-term investment
( 3,100,052 )
-
Purchase of real estates
( 7,679,634 )
-
Net increase in cash from acquisition subsidiaries
482,760
-
Net cash used in investing activities
( 11,814,402 )
( 852,837 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of short-term loan - bank
( 953,355 )
-
(Repayment to) proceeds from related party
( 1,036,094 )
( 2,777,808 )
Proceeds from issuance of common stock
10,921,157
3,016,204
Net cash provided by financing activities
8,931,708
238,396
Net decrease in cash and cash equivalents
( 3,402,090 )
( 4,113,544 )
EFFECT OF EXCHANGE RATE ON CASH
1,117,747
256,785
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
3,415,751
7,272,510
CASH AND CASH EQUIVALENTS AT END OF YEAR
$ 1,131,408
$ 3,415,751
SUPPLEMENTARY OF CASH FLOW INFORMATION
Interest received
$ 1,455
$ -
Interest paid
$ 646,572
$ 23,407
NON-CASH TRANSACTIONS
Operating lease right-of-use assets
$ 584,802
$ -
Issuance of shares for acquisition
$ 22,697,427
$ 4,590,000
issuance of common stock for employee compensation
$ 1,159,760
$ 1,759,871
See Accompanying Notes to the Financial
Statements
F- 7
PLANET GREEN HOLDINGS CORP.
NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(Stated in US Dollars)
1. Organization and Principal Activities
Planet Green Holdings Corp. (the “Company”
or “PLAG”) is a holding company incorporated in Nevada. We are engaged in various businesses through our subsidiaries and
controlled entities in China.
Going Concern
The accompanying audited consolidated financial
statements have been prepared assuming that the Company will continue as a going concern; however, the Company has incurred a net loss
of $ 9,740,486 attributable to common shareholders for the year ended December 31, 2021. As of December 31, 2021, the Company had an accumulated
deficit of $ 94,072,383 ; a working capital deficit of $ 7,075,320 , its net cash used in operating activities for the year ended December
31, 2021 was $ 519,396
These factors raise substantial doubt on the Company’s
ability to continue as a going concern. The accompanying audited consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty. Management’s plan for the Company’s continued existence is dependent upon
management’s ability to execute the business plan, develop the plan to generate profit; additionally, Management may need to continue
to rely on private placements or certain related parties to provide funding for investment, for working capital and general corporate
purposes. If management is unable to execute its plan, the Company may become insolvent.
2. Summary of Significant Accounting Policies
Method of Accounting
Management has prepared the accompanying financial
statements and these notes according to generally accepted accounting principles in the United States (“GAAP”). The Company
maintains its general ledger and journals with the accrual method accounting.
Principles of Consolidation
The accompanying consolidated financial statements
reflect the activities of Planet Green Holdings Corp. and each of the following entities:
Place of
Attributable equity
Registered
Name of Company
incorporation
interest %
capital
Planet Green Holdings Corporation
The British Virgin Islands
100
$ 10,000
Lucky Sky Planet Green Holdings Co., Limited (H.K.)
Hong Kong
100
1
Jiayi Technologies (Xianning) Co., Ltd.
PRC
100
2,000,000
Fast Approach Inc.
Canada
100
79
Shanghai Shuning Advertising Co., Ltd. (a subsidiary of FAST)
PRC
100
-
Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.
PRC
85
4,710,254
Xianning Bozhuang Tea Products Co., Ltd.
PRC
100
6,277,922
Jilin Chuangyuan Chemical Co., Ltd
PRC
VIE
9,280,493
Anhui Ansheng Petrochemical Equipment Co., Ltd
PRC
VIE
3,045,776
Shine Chemical Co., Ltd
The British Virgin Islands
100
8,000
Bless Chemical Co., Ltd (a subsidiary of Shine Chemical)
Hong Kong
100
10,000
Hubei Bryce Technology Co., Ltd. (a subsidiary of Bless Chemical)
PRC
100
30,000,000
Shandong Yunchu Supply Chain Co., Ltd
PRC
100
5,000,000
F- 8
Management has eliminated all significant inter-company
balances and transactions in preparing the accompanying consolidated financial statements. Ownership interests of subsidiaries that the
Company does not wholly own are accounted for as non-controlling interests.
On May 18, 2018, the Company incorporated Planet
Green Holdings Corporation, a limited company incorporated in the British Virgin Islands. On September 28, 2018, Planet Green BVI acquired
JianShi Technology Holding Limited, a limited company incorporated in Hong Kong on February 21, 2012, and Shanghai Xunyang Internet Tech
Co., Ltd., a wholly-owned foreign entity incorporated in Shanghai, PRC, on August 29, 2012 (“Shanghai Xunyang”).
On August 12, 2019, through Lucky Sky Holdings
Corporations (H.K.) Limited, formerly known as JianShi Technology Holding Limited, Company established Lucky Sky Petrochemical Technology
(Xianning) Co., Ltd., a wholly foreign-owned enterprise incorporated in Xianning City, Hubei Province, China.
On December 20, 2019, The Lucky Sky Holdings Corporations
(H.K.) Limited sold 100 % of equity interest in Shanghai Xunyang.
On May 29, 2020, the Planet Green Holdings Corporation (BVI) incorporated
Lucky Sky Planet Green Holdings Co., Limited, a limited company incorporated in Hong Kong.
On June 5, 2020, the Planet Green Holdings Corporation
(BVI) acquired all of the outstanding equity interests of Fast Approach Inc. It was incorporated under Canada’s laws and the operation
of a demand-side platform targeting the Chinese education market in North America.
On June 16, 2020, Lucky Sky Holdings Corporations
(H.K.) transferred its 100 % equity interest in Lucky Sky Petrochemical to Lucky Sky Planet Green Holdings Co., Limited (H.K.).
On September 15, 2020, Lucky Sky Petrochemical
terminated the VIE agreements with Shenzhen Lorain and Taishan Muren.
On August 10, 2020, Planet Green Holdings Corporation(BVI)
transferred its 100 % equity interest in Lucky Sky Holdings Corporations (H.K.) Limited to Rui Tang.
On December 9, 2020, Lucky Sky Petrochemical Technology
(Xianning) Co., Ltd. changed its name to Jiayi Technologies (Xianning) Co., Ltd.
On January 6, 2021, Planet Green Holdings Corporation
(Nevada) issued an aggregate of 2,200,000 shares of common stock of the Company to the equity holders of Jingshan Sanhe Luckysky New
Energy Technologies Co., Ltd in exchange for the transfer of 85 % of the equity interest of Jingshan Sanhe Luckysky New Energy Technologies
Co., Ltd to the Jiayi Technologies (Xianning) Co., Ltd.
On March 9, 2021, Planet Green Holdings Corporation(Nevada)
issued an aggregate of 3,300,000 shares of common stock of the Company to the equity holders of Jilin Chuangyuan Chemical Co., Ltd in
exchange for the transfer of 75 % of the equity interest of Jilin Chuangyuan Chemical Co., Ltd to the Jiayi Technologies (Xianning) Co.,
Ltd.
On July 15, 2021, Planet Green Holdings Corporation (Nevada) issued
an aggregate of 4,800,000 shares of common stock of the Company to the equity holders of Anhui Ansheng Petrochemical Equipment Co., Ltd
for the transfer to 66 % of the equity interest if Anhui Ansheng Petrochemical Equipment Co., Ltd to the Jiayi Technologies (Xianning)
Co., Ltd.
On August 1, 2021, Jiayi Technologies (Xianning)
Co., Ltd has terminated the VIE agreements with Xianning Bozhuang Tea Products Co., Ltd and acquired 100 % equity of Xianning Bozhuang
Tea Products Co., Ltd. As a result, Xianning Bozhuang Tea Products Co., Ltd has been wholly-owned subsidiaries of the Jiayi Technologies
(Xianning) Co., Ltd.
F- 9
On August 3, 2021, the Planet Green Holding Corp
has acquired 8,000,000 ordinary shares of the Shine Chemical Co., Ltd. As a result, Shine Chemical Co., Ltd, Bless Chemical Co., Ltd and
Hubei Bryce Technology Co., Ltd have been wholly-owned subsidiaries of the Planet Green Holding Corp.
On September 1st, 2021, Jingshan Sanhe Luckysky
New Energy Technologies Co., Ltd has changed its major shareholder from Mr.Feng Chao to Hubei Bryce Technology Co., Ltd and Hubei Bryce
Technology Co., Ltd has hold 85 % shares of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd after the alteration of shareholders.
On December
9, 2021, Planet Green Holdings Corporation(Nevada) issued an aggregate of 5,900,000 shares
of common stock to the equity holders of A Shandong Yunchu Supply Chain Co., Ltd for
the transfer to 100 % of the equity interest of Shandong Yunchu Supply Chain Co., Ltd to the
Jiayi Technologies (Xianning) Co., Ltd.
Consolidation of Variable Interest Entity
On September 27, 2018, through Shanghai Xunyang,
the Company entered into exclusive VIE agreements with Beijing Lorain, Luotian Lorain, Shandong Greenpia, Taishan Muren, and Shenzhen
Lorain and their shareholders that give the Company the ability to substantially influence those companies’ daily operations and financial
affairs and appoint their senior executives. The Company is considered the primary beneficiary of these operating companies.
On May 14, 2019, through Shanghai Xunyang, the
Company entered into a series of VIE agreements with Xianning Bozhuang and its equity holders to obtain control. It became the primary
beneficiary of Xianning Bozhuang. The Company consolidated Xianning Bozhuang’s accounts as its VIE.
On December 20, 2019, we sold 100 % of equity interest
in Shanghai Xunyang and terminated its VIE agreements with Xianning Bozhuang, Shenzhen Lorain, and Taishan Muren.
On December 20, 2019, through Lucky Sky Petrochemical,
the Company entered into exclusive VIE agreements (“VIE Agreements”) with Taishan Muren, Xianning Bozhuang, and Shenzhen Lorain,
as well as their shareholders, which give the Company the ability to substantially influence those companies’ daily operations and financial
affairs and appoint their senior executives. The Company is considered the primary beneficiary of these operating companies, and it consolidates
their accounts as VIEs.
On September 6, 2020, it terminated its VIE agreements
with Shenzhen Lorain and Taishan Muren.
On March 9, 2021, through Jiayi Technologies (Xianning)
Co., Ltd, formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd, the Company entered into exclusive VIE agreements
(“VIE Agreements”) with Jilin Chuangyuan Chemical Co., Ltd, as well as their shareholders, which give the Company the ability
to substantially influence those companies’ daily operations and financial affairs and appoint their senior executives. The Company is
considered the primary beneficiary of these operating companies, and it consolidates their accounts as VIEs.
On July 15, through Jiayi Technologies (Xianning)
Co., Ltd., formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd, the Company entered into exclusive VIE agreements
(“VIE Agreements”) with Anhui Ansheng Petrochemical Equipment Co., Ltd, as well as their shareholders, which give the Company
the ability to substantially influence those companies’ daily operations and financial affairs and appoint their senior executives.
The Company is considered the primary beneficiary of these operating companies, and it consolidates their accounts as VIEs.
On August 1, 2021, Jiayi Technologies (Xianning)
Co., Ltd. has terminated the VIE agreements with Xianning Bozhuang Tea Products Co., Ltd.
F- 10
Each of the VIE Agreements is described in
detail below
Consultation and Service Agreement
Under the Consultation and Service Agreement,
WFOE has the exclusive right to provide consultation and services to the operating entities in China in business management, human resource,
technology, and intellectual property rights. WFOE exclusively owns any intellectual property rights arising from the performance of this
Consultation and Service Agreement. The number of service fees and payment terms can be amended by the WFOE and operating companies’
consultation and implementation. The duration of the Consultation and Service Agreement is 20 years. WFOE may terminate this agreement
at any time by giving 30 day’s prior written notice. Under the Consultation and Service Agreement, WFOE has the exclusive right
to provide consultation and services to the operating entities in China in business management, human resource, technology, and intellectual
property rights. WFOE exclusively owns any intellectual property rights arising from the performance of this Consultation and Service
Agreement. The number of service fees and payment terms can be amended by the WFOE and operating companies’ consultation and implementation.
The duration of the Consultation and Service Agreement is 20 years. WFOE may terminate this agreement at any time by giving 30 day’s
prior written notice.
Business Cooperation Agreement
Pursuant to the Business Cooperation Agreement,
WFOE has the exclusive right to provide complete technical support, business support, and related consulting services, including but not
limited to specialized services, business consultations, equipment or property leasing, marketing consultancy, system integration, product
research and development, and system maintenance. WFOE exclusively owns any intellectual property rights arising from the performance
of this Business Cooperation Agreement. The rate of service fees may be adjusted based on the services rendered by WFOE in that month
and the operational needs of the operating entities. The Business Cooperation Agreement shall maintain effective unless it was terminated
or was compelled to release under applicable PRC laws and regulations. WFOE may terminate this Business Cooperation Agreement at any time
by giving 30 day’s prior written notice.
Equity Pledge Agreements
According to the Equity Pledge Agreements among
WFOE, operating entities, and each of operating entities’ shareholders, shareholders of the operating entities pledge all of their
equity interests in the functional entities to WFOE to guarantee their performance of relevant obligations and indebtedness under the
Technical Consultation and Service Agreement and other control agreements. Besides, shareholders of the operating entities are in the
process of registering the equity pledge with the competent local authority.
Equity Option Agreements
According to the Equity Option Agreements, WFOE
has the exclusive right to require each shareholder of the operating companies to fulfill and complete all approval and registration procedures
required under PRC laws for WFOE to purchase or designate one or more persons to buy, each shareholder’s equity interests in the
operating companies, once or at multiple times at any time in part or in whole at WFOE’s sole and absolute discretion. The purchase
price shall be the lowest price allowed by PRC laws. The Equity Option Agreements shall remain effective until all the equity interest
owned by each operating entity shareholder has been legally transferred to WFOE or its designee(s).
Voting Rights Proxy Agreements
According to the Voting Rights Proxy Agreements,
each shareholder irrevocably appointed WFOE or WFOE’s designee to exercise all his or her rights as the shareholders of the operating
entities under the Articles of Association of each operating entity, including but not limited to the power to exercise all shareholder’s
voting rights concerning all matters to be discussed and voted in the shareholders’ meeting. The term of each Voting Rights Proxy
Agreement is 20 years. WOFE has the right to extend each Voting Proxy Agreement by giving written notification.
Based on the foregoing contractual arrangements,
The Company consolidates the accounts of Xianning Bozhuang Tea Products Co., Ltd, Jingshan Sanhe Luckysky New Energy Technologies Co.,
Ltd and Jilin Chuangyuan Chemical Co., Ltd in accordance with Regulation S-X-3A-02 promulgated by the Securities Exchange Commission (“SEC”),
and Accounting Standards Codification (“ASC”) 810-10, Consolidation.
Enterprise-wide disclosure
The Company’s chief operating decision-makers
(i.e. chief executive officer and her direct reports) review financial information presented on a consolidated basis, accompanied by disaggregated
information about revenues by business lines for purposes of allocating resources and evaluating financial performance. There are no segment
managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level.
Based on qualitative and quantitative criteria established by Accounting Standards Codification (“ASC”) 280, “Segment
Reporting”, the Company considers itself to be operating within one reportable segment.
Use of Estimates
The financial statements preparation requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting
periods. Management makes these estimates using the best information available when the calculations are made; however, actual results
could differ materially from those estimates.
F- 11
Cash and Cash Equivalents
The Company considers all highly liquid investments
purchased with original maturities of three months or less to be cash equivalents.
Investment Securities
The Company classifies securities it holds for
investment purposes into trading or available-for-sale. Trading securities are bought and held principally for the purpose of selling
them in the near term. All deposits not included in trading securities are classified as available for sale.
Trading and available-for-sale securities are
recorded at fair value. Unrealized holding gains and losses on trading securities are included in the net income. Unrealized holding gains
and losses, net of the related tax effect, on available for sale securities are excluded from net income. They are reported as a separate
component of other comprehensive income until realized. Realized gains and losses from the sale of available-for-sale securities are determined
on a specific identification basis.
A decline in the market value of any available-for-sale
security below cost that is deemed to be other-than-temporary results in a reduction in carrying amount to fair value. The impairment
is charged as an expense to the statement of income and comprehensive income, and a new cost basis for the security is established. To
determine whether the impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment
until a market price recovery and believes whether evidence indicating the cost of the asset is recoverable outweighs evidence to the
contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the impairment,
changes in value after year-end, and forecasted performance of the investee.
Premiums and discounts are amortized or accreted
over the life of the related available-for-sale security as an adjustment to yield using the effective-interest method. Dividend and interest
income are recognized when earned.
Accounts Receivables
Accounts receivables are recognized and carried
at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when the collection
of the total amount is no longer probable. Bad debts are written off as incurred.
Inventories
Inventories consist of raw materials and finished
goods, stated at the lower of cost or market value. Finished goods are comprised of direct materials, direct labor, inbound shipping costs,
and allocated overhead. The Company applies the weighted average cost method to its inventory.
Advances and Prepayments to Suppliers
The Company makes an advance payment to suppliers
and vendors for the procurement of raw materials. Upon physical receipt and inspection of the raw materials from suppliers, the applicable
amount is reclassified from advances and prepayments to suppliers to inventory.
Plant and Equipment
Plant and equipment are carried at cost less accumulated
depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. The Company typically applies
a salvage value of 0 % to 10 %. The estimated useful lives of the plant and equipment are as follows:
Buildings
20 - 40 years
Landscaping, plant, and tree
30 years
Machinery and equipment
1 - 10 years
Motor vehicles
5 - 10 years
Office equipment
5 - 20 years
The cost and related accumulated depreciation
of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss is included in the Company’s results of operations.
The costs of maintenance and repairs are recognized as incurred; significant renewals and betterments are capitalized.
F- 12
Intangible Assets
Intangible assets are carried at cost less accumulated
amortization. Amortization is provided over their useful lives, using the straight-line method. The estimated useful lives of the intangible
assets are as follows:
Land use rights
50 years
Software licenses
2 years
Trademarks
10 years
Construction in Progress and Prepayments for
Equipment
Construction in progress and prepayments for equipment
represent direct and indirect acquisition and construction costs for plants and fees of purchase and installation of related equipment.
Amounts classified as construction in progress and prepayments for equipment are transferred to plant and equipment when substantially
all the activities necessary to prepare the assets for their intended use are completed. Depreciation is not provided for assets classified
in this account.
Goodwill
Goodwill represents the excess of the purchase
price over the fair value of the net identifiable assets acquired in a business combination. The Company conducts an annual assessment
of its goodwill for impairment. If the carrying value of its goodwill exceeds its fair value, then impairment has been incurred; accordingly,
a charge to the Company’s operations results will be recognized during the period. Impairment losses on goodwill are not reversed. Fair
value is generally determined using a discounted expected future cash flow analysis.
Accounting for the Impairment of Long-lived
Assets
The Company annually reviews its long-lived assets
for impairment or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment
may become obsolete from a difference in the industry, introduction of new technologies, or if the Company has inadequate working capital
to utilize the long-lived assets to generate adequate profits. Impairment is present if the carrying amount of an asset is less than its
expected future undiscounted cash flows.
If an asset is considered impaired, a loss is
recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported
lower the carrying amount or fair value fewer costs to selling.
Statutory Reserves
Statutory reserves refer to the amount appropriated
from the net income following laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be
used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on
an annual basis, an amount equal to 10 % of its profit. Such an appropriation is necessary until the reserve reaches a maximum equal to
50 % of the enterprise’s PRC registered capital.
Foreign Currency Translation
The accompanying financial statements are presented
in United States dollars. The functional currency of the Company is the Renminbi (RMB). The Company’s assets and liabilities are translated
into United States dollars from RMB at year-end exchange rates. Its revenues and expenses are translated at the average exchange rate
during the period. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.
12/31/2021
12/31/2020
Period-end US$: CDN$ exchange rate
1.274
1.2754
Period-end US$: RMB exchange rate
6.3757
6.5326
Period average US$: CDN$ exchange rate
1.2531
1.3409
Period average US$: RMB exchange rate
6.4515
6.8996
The RMB is not freely convertible into foreign
currencies, and all foreign exchange transactions must be conducted through authorized financial institutions.
Revenue Recognition
The Company adopted ASC 606 “Revenue Recognition.”
It recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration
we expect to be entitled to in exchange for those goods or services.
F- 13
The Company derives its revenues from selling
explosion-proof skid-mounted refueling device, SF double-layer buried oil storage tank, high-grade synthetic fuel products, industrial
formaldehyde solution, urea-formaldehyde pre-condensate (UFC), methylal, urea-formaldehyde glue for environment-friendly artificial board
chemicals, food products like frozen fruits, beef & mutton products and vegetables and tea products. The Company applies the following
five steps to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
● identify the contract with a customer;
● identify the performance obligations in the contract;
● determine the transaction price;
● allocate the transaction price to performance obligations
in the contract; and;
● Recognize revenue as the performance obligation is satisfied.
Advertising
All advertising costs are expensed as incurred.
Shipping and Handling
All outbound shipping and handling costs are expensed
as incurred.
Research and Development
All research and development costs are expensed
as incurred.
Retirement Benefits
Retirement benefits in the form of mandatory government-sponsored
defined contribution plans are charged to either expense as incurred or allocated to inventory as part of overhead.
Stock-Based Compensation
The Company records stock compensation expense
for employees at fair value on the grant date and recognizes the expense one time because there is no employee’s requisite service period
requirement.
Income Taxes
The Company accounts for income tax using an asset
and liability approach and recognizes deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are
provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets. If it is more likely
than not, these items will either expire before the Company can realize their benefits or uncertain future realization.
F- 14
Comprehensive Income
The Company uses Financial Accounting Standards
Board (“FASB”) ASC Topic 220, “Reporting Comprehensive Income.” Comprehensive income is comprised of net income and
all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to
investments by stockholders.
Earnings Per Share
The Company computes earnings per share (“EPS”)
following ASC Topic 260, “Earnings per share.” Basic EPS is measured as the income or loss available to common shareholders
divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per-share basis
from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive impacts of potentially
convertible securities are calculated using the as-if method; the potentially dilutive effect of options or warranties are computed using
the treasury stock method. Potentially anti-dilutive securities (i.e., those that increase income per share or decrease loss per share)
are excluded from diluted EPS calculation.
Financial Instruments
The Company’s financial instruments, including
cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities, and short-term debt, have carrying
amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,”
requires disclosing the Company’s fair value of financial instruments. ASC Topic 825, “Financial Instruments,” defines
fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements
for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities qualify
as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such
instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined
as follows:
● Level 1 - inputs to the valuation methodology used quoted
prices for identical assets or liabilities in active markets.
● Level 2 - inputs to the valuation methodology include quoted
prices for similar assets and liabilities in active markets and information that are observable for the asset or liability, either directly
or indirectly, for substantially the financial instrument’s full term.
● Level 3 - inputs to the valuation methodology are unobservable
and significant to the fair value measurement.
The Company analyzes all financial instruments
with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.
Lease
Effective December
31, 2018, Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. adopted ASU 2016-02, “Leases” (Topic 842), and elected
the practical expedients that do not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2)
lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms
of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities.
The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single
lease component.
Lease terms
used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as
the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers
the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected
the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve
months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives.
Lease expense is recognized on a straight-line basis over the lease term.
The Company
reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the
recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset
may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from
the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount
of operating lease liabilities in any tested asset group and it includes the associated operating lease payments in the undiscounted future
pre-tax cash flows.
As of December
31, 2021, there were approximately $ 0.58 million right of use (“ROU”) assets and approximately $ 0.44 million lease
liabilities based on the present value of the future minimum rental payments of leases, using an incremental borrowing rate of 4.75 %
and 4.90 % based on the duration of lease terms.
F- 15
Commitments and Contingencies
From time to time, the Company is a party to various
legal actions arising in the ordinary course of business. The majority of these claims and proceedings related to or arise from commercial
disputes. The Company first determine whether a loss from a claim is probable, and if it is reasonable to estimate the potential loss.
The Company accrues costs associated with these matters when they become probable, and the amount can be reasonably estimated. Legal costs
incurred in connection with loss contingencies are expensed as incurred. Also, the Company disclose a range of possible losses, if a loss
from a claim is probable but the amount of loss cannot be reasonably estimated, which is in line with the applicable requirements of Accounting
Standard Codification 450. The Company’s management does not expect any liability from the disposition of such claims and litigation
individually or in the aggregate would have a material adverse impact on the Company’s consolidated financial position, results
of operations and cash flows.
Recent Accounting Pronouncements
In February 2018, the FASB issued ASU 2018-02,
Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive
Income. The amendments in this Update affect any entity required to apply the provisions of Topic 220, Income Statement – Reporting
Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive
income required by GAAP. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018,
and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any
interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued, and (2)
for all other entities for reporting periods for which financial statements have not however been made available for issuance. The amendments
in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of
the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company does not believe the
adoption of this ASU would affect the Company’s financial statements.
In August 2018, the FASB issued ASU 2018-13, “ Fair
Value Measurement (Topic 820), – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement ,”
which makes several changes meant to add, modify or remove specific disclosure requirements associated with the movement amongst or hierarchy
associated with Level 1, Level 2 and Level 3 fair value measurements. The amendments in this Update modify the disclosure requirements
on fair value measurements based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter
8: Notes to Financial Statements, including the consideration of costs and benefits. The amendments on changes in unrealized gains and
losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative
description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in
the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective
date. The modifications are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within
those fiscal years, with early adoption permitted. The Company does not believe the adoption of this ASU would have a material effect
on the Company’s condensed financial statements.
The Company does not believe other recently issued
but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s balance sheets, statements
of income, and comprehensive income and statements of cash flows.
3. Variable Interest Entity (“VIE”)
A VIE is an entity that has either a total equity
investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose
equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected
residual returns of the entity or obligation to absorb the expected losses of the entity. If any, the variable interest holder with a
controlling financial interest in a VIE is deemed the primary beneficiary and must consolidate the VIE. PLAG WOFE is deemed to have the
controlling financial interest and be the primary beneficiary of Anhui Ansheng Petrochemical Equipment Co., Ltd and Jilin Chuangyuan Chemical
Co., Ltd because it has both of the following characteristics:
1) The power to direct activities at Anhui
Ansheng Petrochemical Equipment Co., Ltd and Jilin Chuangyuan Chemical Co., Ltd that most significantly impact such entity’s
economic performance, and
2) The obligation to absorb losses and the right to receive benefits
from Anhui Ansheng Petrochemical Equipment Co., Ltd and Jilin Chuangyuan Chemical Co., Ltd. that could potentially be significant to such
entity. Under the Contractual Arrangements, Anhui Ansheng Petrochemical Equipment Co., Ltd and Jilin Chuangyuan Chemical Co., Ltd pay
service fees equal to all of its net income to PLAG WFOE. At the same time, PLAG WFOE is obligated to absorb all of the Anhui Ansheng
Petrochemical Equipment Co., Ltd.’s and Jilin Chuangyuan Chemical Co., Ltd.’s losses. The Contractual Arrangements are designed
to operate Anhui Ansheng Petrochemical Equipment Co., Ltd. and Jilin Chuangyuan Chemical Co., Ltd for the benefit of PLAG WFOE and ultimately,
the Company. Accordingly, the accounts of Anhui Ansheng Petrochemical Equipment Co., Ltd. and Jilin Chuangyuan Chemical Co., Ltd. are
consolidated in the accompanying consolidated financial statements. In addition, those financial positions and results of operations are
included in the Company’s consolidated financial statements.
F- 16
The
carrying amount of VIE’s consolidated assets and liabilities are as follows :
12/31/2021
12/31/2020
Cash and cash equivalents
$ 67,966
$ 528,048
Accounts receivable, net
2,389,796
835,384
Restricted cash
380,750
-
Note Receivable
270,770
-
Other receivables
118,708
7,726,607
Inventories
4,244,869
2,251,628
Advances to suppliers
310,769
1,215,089
Intercompany receivable
1,725,302
-
Other receivables-related parties
7,650,042
-
TOTAL CURRENT ASSETS
17,158,972
12,556,756
Plant and equipment, net
12,554,727
4,592,615
Intangible assets, net
2,795,048
1,491,614
Construction in progress, net
2,475,874
-
Deferred tax assets
425,374
-
Total Non-Current Assets
18,251,023
6,084,229
TOTAL ASSETS
$ 35,409,995
$ 18,640,985
Short-term bank loans
$ 6,822,054
$ -
Accounts payable
3,558,827
1,017,373
Advance from customers
3,476,585
213,469
Other payables and accrued liabilities
3,305,395
8,951,117
Intercompany payable
7,131,860
-
Other payables-related parties
3,958,409
2,716,537
Taxes payable
212,658
171,231
Deferred income
58,033
-
Long term payable-current portion
126,261
-
TOTAL CURRENT LIABILITIES
28,650,082
13,069,727
Long-term payables
222,687
-
TOTAL LIABILITIES
$ 28,872,769
$ 13,069,727
Paid-in capital
12,326,270
6,314,908
Statutory reserve
29,006
-
Retained earnings
( 5,357,908 )
( 793,600 )
Accumulated other comprehensive income
( 460,142 )
49,950
Total Equity
6,537,226
5,571,258
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$ 35,409,995
$ 18,640,985
F- 17
The summarized operating results of the VIE’s
are as follows:
12/31/2021
12/31/2020
Operating revenues
$ 9,694,499
$ 3,804,595
Gross profit
2,207,503
1,336,228
Income (loss) from operations
( 1,072,779 )
41,392
Net income (loss)
( 851,735 )
41,392
4. Business Combination
Acquisition of Jingshan Sanhe Luckysky New
Energy Technologies Co., Ltd
On January 4, 2021, Planet Green Holdings Corporation(Nevada) and its
wholly-owned subsidiary Jiayi Technologies (Xianning) Co., Ltd., formerly known as Lucky Sky Petrochemical Technology (Xianning) Co.,
Ltd., entered into a series of VIE agreements with Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd and its equity holders to
obtain control and become the primary beneficiary of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. The Company consolidated
Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd’s accounts as its VIE. According to the VIE agreements, Planet Green Holdings
Corporation (Nevada) issued an aggregate of 2,200,000 shares of common stock of the Company to the equity holders of Jingshan Sanhe Luckysky
New Energy Technologies Co., Ltd in exchange for the transfer of 85 % of the equity interest of Jingshan Sanhe Luckysky New Energy Technologies
Co., Ltd to the Jiayi Technologies (Xianning) Co., Ltd.
The Company’s acquisition of Jingshan Sanhe Luckysky
New Energy Technologies Co., Ltd was accounted for as a business combination following ASC 805. The Company has allocated the purchase
price of Jingshan Sanhe based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date.
The Company estimated the fair values of the assets acquired and liabilities taken at the acquisition date following the business combination
standard issued by the FASB with the valuation methodologies using level 3 inputs, except for other current assets and current liabilities
were valued using the cost approach. Management of the Company is responsible for determining the fair value of assets acquired, liabilities
assumed, and intangible assets identified as the acquisition date and considering several other available factors. Acquisition-related
costs incurred for the acquisitions are not material and expensed as incurred in general and administrative expenses.
The following table summarizes the fair value of the identifiable assets
acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation at the date of the acquisition
of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.:
Total consideration at fair value
$
4,730,000
Fair Value
Cash
$
114,162
Accounts receivable, net
-
Inventories, net
584,119
Advances to suppliers
1,104,705
Other receivables
536,090
Right-of-use assets
1,044,933
Plant and equipment, net
3,867,906
Deferred tax assets
281,243
Goodwill
923,313
Total assets
$
8,456,471
Short-term loan - bank
( 440,522
)
Lease payable-current portion
( 406,376
)
Accounts payable
( 715,019
)
Advance from customers
( 627,128
)
Other payables and accrued liabilities
( 50,085
)
Lease payable-non current portion
( 818,446
)
Income taxes payable
( 217
)
Total liabilities
( 3,057,793
)
Noncontrolling interest
( 668,678
)
Net assets acquired
$
4,730,000
Approximately $ 0.92 million of goodwill arising
from the acquisition consists mainly of synergies expected from combining the operations of the Company and Jingshan Sanhe. None of the
goodwill is expected to be deductible for income tax purposes.
Acquisition of Jilin Chuangyuan Chemical Co.,
Ltd .
On March 9, 2021, the Company and its wholly-owned subsidiary Jiayi
Technologies (Xianning) Co., Ltd., formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd., entered into a series of
VIE agreements with Jilin Chuangyuan Chemical Co., Ltd and its equity holders to obtain control and become the primary beneficiary of
Jilin Chuangyuan Chemical Co., Ltd. The Company consolidated Jilin Chuangyuan Chemical Co., Ltd’s accounts as its VIE. Under the
VIE agreements, the Company issued an aggregate of 3,300,000 shares of common stock of the Company to the equity holders of Jilin Chuangyuan
Chemical Co., Ltd. in exchange for the transfer of 75 % of the equity interest of Jilin Chuangyuan Chemical Co., Ltd. to the Jiayi Technologies
(Xianning) Co., Ltd. The significant terms of these VIE agreements are summarized in “Note 2 - Summary of Significant Accounting
Policies” above.
F- 18
The Company’s acquisition of Jilin Chuangyuan
Chemical Co., Ltd was accounted for as a business combination following ASC 805. The Company has allocated the purchase price of Jilin
Chuangyuan based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company
estimated the fair values of the assets acquired and liabilities taken at the acquisition date following the business combination standard
issued by the FASB with the valuation methodologies using level 3 inputs, except for other current assets and current liabilities were
valued using the cost approach. Management of the Company is responsible for determining the fair value of assets acquired, liabilities
assumed, and intangible assets identified as of the acquisition date and considering several other available factors. Acquisition-related
costs incurred for the acquisitions are not material and expensed as incurred in general and administrative expenses.
The following table summarizes the fair value of the identifiable assets
acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation at the date of the acquisition
of Jilin Chuangyuan Chemical Co., Ltd.:
Total consideration at fair value
$ 8,085,000
Fair Value
Cash
$ 95,237
Accounts receivable, net
868,874
Inventories, net
581,569
Advances to suppliers
388,349
Other receivables
123,969
Other receivables-RP
212,594
Plant and equipment, net
11,109,220
Intangible assets, net
2,149,910
Deferred tax assets
415,154
Goodwill
3,191,897
Total assets
$ 19,136,773
Short-term loan - bank
( 3,826,934 )
Long term payable
( 1,162,355 )
Accounts payable
( 575,495 )
Advance from customers
( 291,655 )
Other payables and accrued liabilities
( 2,815,356 )
Other payables-RP
( 765,387 )
Income taxes payable
( 1,073 )
Total liabilities
( 9,438,255 )
Non controlling interest
( 1,613,518 )
Net assets acquired
$ 8,085,000
Approximately $ 3.19 million of goodwill arising
from the acquisition consists mainly of synergies expected from combining the operations of the Company and Jilin Chuangyuan Chemical
Co., Ltd. None of the goodwill is expected to be deductible for income tax purposes.
Acquisition of Anhui Ansheng Petrochemical Equipment Co., Ltd.
On July 15, 2021, the Company and its wholly-owned subsidiary
Jiayi Technologies (Xianning) Co., Ltd., formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd., entered into a
series of VIE agreements with Anhui Ansheng Petrochemical Equipment Co., Ltd and its equity holders to obtain control and become the
primary beneficiary of Anhui Ansheng Petrochemical Equipment Co., Ltd. The Company consolidated Anhui Ansheng Petrochemical
Equipment Co., Ltd ’s accounts as its VIE. Under the VIE agreements, the Company issued an aggregate of 4,800,000 shares of
common stock of the Company to the equity holders of Anhui Ansheng Petrochemical Equipment Co., Ltd in exchange for the transfer of
66 % of the equity interest of Anhui Ansheng Petrochemical Equipment Co., Ltd to the Jiayi Technologies (Xianning) Co., Ltd. The
significant terms of these VIE agreements are summarized in “Note 2 - Summary of Significant Accounting Policies”
above.
F- 19
The Company’s acquisition of Anhui Ansheng Petrochemical
Equipment Co., Ltd was accounted for as a business combination following ASC 805. The Company has allocated the purchase price of Anhui
Ansheng Petrochemical Equipment Co., Ltd based upon the fair value of the identifiable assets acquired and liabilities assumed on the
acquisition date. The Company estimated the fair values of the assets acquired and liabilities taken at the acquisition date following
the business combination standard issued by the FASB with the valuation methodologies using level 3 inputs, except for other current assets
and current liabilities were valued using the cost approach. Management of the Company is responsible for determining the fair value of
assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date and considered several other available
factors. Acquisition-related costs incurred for the acquisitions are not material and expensed as incurred in general and administrative
expenses.
The following table summarizes the fair value
of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation
at the date of the acquisition of Anhui Ansheng Petrochemical Equipment Co., Ltd:
Total consideration at fair value
$ 7,926,000
Fair Value
Cash and cash equivalents, and Restricted Cash
$ 288,122
Trade receivable and Note receivable
944,704
Inventories
3,236,008
Related party receivable
2,500,117
Other current assets
1,393,817
Plant and equipment, net
4,036,649
Intangible assets, net
635,738
Goodwill
10,263,937
Total assets
$ 23,299,092
Short-term loan-bank
( 3,735,614 )
Related party payable
( 2,639,938 )
Accounts payable
( 1,966,099 )
Other current liabilities
( 3,902,896 )
Total liabilities
( 12,244,547 )
Non controlling interest
( 3,758,545 )
Net assets acquired
$ 7,296,000
Approximately $ 10.26 million of goodwill arising
from the acquisition consists mainly of synergies expected from combining the operations of the Company and Anhui Ansheng Petrochemical
Equipment Co., Ltd. None of the goodwill is expected to be deductible for income tax purposes.
Acquisition of Shandong Yunchu Trading Co.,
Ltd.
On December
9, 2021, the Company and its wholly-owned subsidiary Jiayi Technologies (Xianning) Co., Ltd,
formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd. , entered into a
Share Exchange Agreement with Shandong Yunchu Supply Chain Co., Ltd, and each of shareholders of Shandong Yunchu Supply Chain Co., Ltd.
The Company issued an aggregate of 5,900,000 shares of common stock to the equity
holders of A Shandong Yunchu Supply Chain Co., Ltd for the transfer to 100 % of the equity
interest of Shandong Yunchu Supply Chain Co., Ltd to the Jiayi Technologies (Xianning) Co.,
Ltd.
The Company’s acquisition of Shandong
Yunchu Supply Chain Co., Ltd was accounted for as a business combination following ASC 805. The Company has allocated the purchase
price of Shandong Yunchu Supply Chain Co., Ltd based upon the fair value of the identifiable
assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities
taken at the acquisition date following the business combination standard issued by the FASB with the valuation methodologies using level
3 inputs, except for other current assets and current liabilities were valued using the cost approach. Management of the Company is responsible
for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date and
considered several other available factors. Acquisition-related costs incurred for the acquisitions are not material and expensed as incurred
in general and administrative expenses.
F- 20
The following table summarizes the fair value of the identifiable assets
acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation at the date of the acquisition
of Shandong Yunchu Supply Chain Co., Ltd. :
The following table summarizes the fair value of the identifiable assets
acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation at the date of the acquisition
of Shandong Yunchu Supply Chain Co., Ltd. :
Total consideration at fair value
$ 5,420,920
Fair Value
Cash and cash equivalents, and Restricted Cash
$ 77,427
Trade receivable and Note receivable
780,556
Inventories
-
Related party receivable
86,448
Other current assets
4,899,559
Plant and equipment, net
-
Intangible assets, net
-
Goodwill
4,724,698
Total assets
$ 10,568,688
Short-term loan-bank
-
Related party payable
-
Accounts payable
( 992,424 )
Other current liabilities
( 4,155,344 )
Total liabilities
( 5,147,768 )
Non controlling interest
-
Net assets acquired
$ 5,420,920
Approximately $ 4.72 million of goodwill arising
from the acquisition consists mainly of synergies expected from combining the operations of the Company and Shandong
Yunchu Supply Chain Co., Ltd . None of the goodwill is expected to be deductible for income tax purposes.
5. Restricted Cash
As of December 31, 2021 and 2020, the balance of restricted cash was
$ 380,750 and $ 0 , respectively. The details of restricted cash refer to Note 24 contingency section.
6. Account Receivable, Net
The Company extends credit terms of 15 to 60 days
to the majority of its domestic customers, which include third-party distributors, supermarkets, and wholesalers
12/31/2021
12/31/2020
Trade accounts receivable
$ 5,481,589
$ 881,533
Less: Allowance for doubtful accounts
( 1,662,516 )
( 46,149 )
$ 3,819,073
$ 835,384
Allowance for doubtful accounts
Beginning balance:
( 46,149 )
-
Additions to allowance
( 1,616,367 )
( 46,149 )
Bad debt written-off
-
-
Ending balance
$ ( 1,662,516 )
$ ( 46,149 )
7. Advances and Prepayments to Suppliers
Prepayments include investment deposits to guarantee
investment contracts and advance payment to suppliers and vendors to procure raw materials. Prepayments consist of the following:
12/31/2021
12/31/2020
Investment deposit
$ -
$ 3,061,568
Payment to suppliers and vendors
5,681,083
2,860,994
Total
$ 5,681,083
$ 5,922,562
F- 21
8. Inventories
Inventories consisted of the following as of December
31, 2021 and December 31, 2020
12/31/2021
12/31/2020
Raw materials
$ 2,988,855
$ 240,468
Inventory of supplies
12,587
13,873
Work in progress
3,007,039
1,991,749
Finished goods
1,807,951
5,538
Total
$ 7,816,432
$ 2,251,628
9.
Plant and Equipment
Plant
and equipment consisted of the following as of December 31, 2021 and December 31, 2020:
12/31/2021
12/31/2020
At Cost:
Buildings
$ 17,550,376
$ 3,952,207
Machinery and equipment
11,681,716
1,103,152
Office equipment
542,695
82,670
Motor vehicles
1,740,191
161,590
31,514,978
5,299,619
Less: Impairment
( 829,326 )
-
Less: Accumulated depreciation
( 10,200,203 )
( 702,982 )
20,485,449
4,596,637
Construction in progress
2,475,874
-
$ 22,961,323
$ 4,596,637
Depreciation
expense for the twelve months ended December 31, 2021 and 2020 was $ 2,212,080 and $ 290,690 , respectively.
F- 22
10. Intangible Assets
12/31/2021
12/31/2020
At Cost:
Land use rights
4,121,488
801,170
Software licenses
86,359
56,949
Trademark
993,248
955,974
$ 5,201,095
$ 1,814,093
Less: Accumulated amortization
( 1,001,444 )
( 297,626 )
$ 4,199,651
$ 1,516,467
Amortization expense for the twelve months ended December
31, 2021 and 2020 was $ 241,172 and $ 183,590 respectively.
11. Investments
As of December 31,
2021, The Company paid approximately $ 3,136,910 and purchased 20 % of Shandong Ningwei New Energy Technology Co., Ltd’s total equity
for investments purpose. Based on ASU 2016-01, an entity will be able to elect to record equity investments without readily
determinable fair values and not accounted for by the equity method at cost, less impairment, adjusted for subsequent observable price
changes. Entities that elect this measurement alternative will report changes in the carrying value of the equity investments in current
earnings
As of December 31, 2021, the
Company spent $ 7,770,943 to purchase real estates, a commercial complex, for the start-up of the tea trade project, which project has
been included in Xianning City government’s 13th Five-Year Development Plan. The Company plans to hold this real estate to earn
rentals income.
12. Other Payable
As of December 31, 2021 and December 31, 2020,
the balance of other payable was $ 8,635,189 and $ 1,848,598 . Other payables – third parties are those non-trade payables arising
from transactions between the Company and certain third parties.
13. Related Parties Transaction
As of December 31, 2021 and December 31, 2020,
the outstanding balance due from related parties was $ 7,670,434 and $ 0 , respectively. Significant related parties comprised much of the
total outstanding balance as of December 31, 2021 are stated below:
The outstanding balance of $ 4,470,097 was due from Mr. Cai Xiaodong,
the shareholder of the Anhui Ansheng Petrochemical Equipment Co., Ltd.;
The outstanding balance of $ 735,140 was due from Meihekou Chuangyuan
Chemical Co. Ltd., which has the same legal representative as Jilin branch.
The outstanding
balance of $ 2,364 ,861was due from Wuxi Xinganbang Petrochemical Equipment Co., Ltd, which has significant influence on Ansheng branch.
The outstanding
balance of $ 100,336 was due from a couple of individuals, which has significant influence on Ansheng branch.
These above nontrade receivables arising from
transactions between the Company and certain related parties, such as loans to these related parties. These loans are unsecured, non-interest
bearing and due on demand.
As of December 31, 2021 and December 31, 2020,
the outstanding balance due to related parties was $ 5,196,225 and $ 19,850 , respectively. Significant parties comprised much of the total
outstanding balance as of December 31, 2021 are stated below:
The outstanding balance of $ 1,077,529 as of December 31, 2021, was
due to Ms. Yan Yan, the spouse of the legal representative of Jilin Chuangyuan Chemical Co., Ltd.;
F- 23
The outstanding balance of $ 2,093,792 as of December 31, 2021, was
due to Mr. Su Lei, the executive of Anhui Ansheng Petrochemical Equipment Co., Ltd.;
The outstanding balance of $ 487,054 as of December
31, 2021, was due to Mr. Bin Zhou, Chief Executive Officer and Chairman of the Company;
The outstanding balance of $ 352,902 as of December
31, 2021, was due to Wuxi Yangchang Chemical Machinery Factory, which has significant influence on Ansheng branch;
The outstanding balance of $ 871,257 as of December
31, 2021, was due to a couple of executives of the subsidiaries of the Company;
The outstanding balance of $ 313,691 as of December 31, 2021, was due
to the senior managements of Jilin Chuangyuan Chemical Co., Ltd.;
The balance was advanced for working capital of
the Company, non-interest bearing, and unsecured unless further disclosed.
14. Goodwill
The changes in the carrying amount of goodwill are as follows :
Balance as of December 31, 2019
Ansheng
Fast
JSSH
JLCY
SDYC
Goodwill acquired through acquisition
$ -
$ 4,679,940
$ -
$ -
$ -
Goodwill impairment
-
( 2,339,829 )
-
-
-
Balance as of December 31, 2020
-
2,340,111
-
-
-
Goodwill acquired through acquisition
10,263,937
-
923,313
3,191,897
4,724,698
Goodwill impairment
-
( 2,340,111 )
( 923,313 )
-
-
Balance as of December 31, 2021
$ 10,263,937
$ -
$ -
$ 3,191,897
$ 4,724,698
The goodwill related to the acquisition of Fast Approach was impaired
as the result of actual financial performance being less than that originally forecasted and estimates of future cash flows are at the
time of this report, are expected to be less than previously estimated. The global COVID 19 pandemic was a significant macroeconomic factor
that contributed to the downward revisions of previous estimation and forecasts; accordingly, after management considered different factors
including COVID 19 and performed an analysis by discounting future cash flows, it determined that the fair value of the Fast unit was
less than the carrying value; therefore, the Company recorded impairment of goodwill to reflect the difference between fair value and
the then previously unimpaired carrying value. Management will continue to monitor for additional deterioration of cash flows.
Goodwill related to JSSH was written off in its entirety as the unit
experienced operating losses in the years ended December 31, 2021 and 2020, and based on past performance as guidance for future performance,
management determined that discounted expected future cash flows and profitability from the unit were enough to support the carrying value
for synergies that were expected to be realized when the Company originally acquired the unit.
15.
Bank Loans
The outstanding balances on short-term bank loans
consisted of the following:
Lender
Maturities
Weighted average
interest rate
12/31/2021
12/31/2020
Rural Credit Cooperatives of Jilin Province, Jilin Branch
Due in November 2023
7.83 %
3,921,138
-
Loan from Anhui Langxi Rural Commercial Bank Of China
Due in December 2021
3.85 %
2,900,916
-
Buildings and land use rights in the amount of
$ 10,178,520 are used as collateral for Jiling Branch. The short-term bank loan which is denominated in Renminbi was primarily obtained
for general working capital.
The loan from Anhui Langxi Rural
Commercial Bank Of China, Ansheng Branch was credit line obtained for general working capital. As of December 31, 2021, the loan was
overdue and the Company proposed to extend maturities on this loan. During the subsequent period, the Company is
negotiating a loan extension with its bankers and it is probable that the bank routinely
keeps rolling over debt to keep the Company’s liquidity.
Anhui Langxi Rural Commercial Bank’s bank loan has been guaranteed
by Anhui Langxi Small and Medium Enterprise Financing Guarantee Co., Ltd. to which Ansheng branch provides the plant with book value of
$ 3,812,106 as the collateral.
F- 24
16. Advance from Customers
The proceeds which are received in advance of the delivery of goods
pursuant to applicable contracts, are initially recorded as advance from customer. As of December 31, 2021 and 2020, the balance of advance
from customers was approximately $ 6,190,091 and $ 241,893 . These advances are considered as contract liabilities.
17.
Equity
On May 9, 2019, the Company and its wholly owned
subsidiary Shanghai Xunyang Internet Technology Co., Ltd. (“Subsidiary”) entered into a Share Exchange Agreement with Xianning
Bozhuang Tea Products Co., Ltd. (“Target”) and each of the shareholders of Target (collectively, “Sellers”). Such
transaction closed on May 14, 2019. Under the Share Exchange Agreement, the Subsidiary acquired all outstanding equity interests of Target,
a company that produces tea products and sells such products in China. Pursuant to the Share Exchange Agreement, the Company issued an
aggregate of 1,080,000 shares of common stock of the Company to the Sellers in exchange for the transfer of all of the equity interest
of the Target to the Subsidiary.
On June 17, 2019, the Company entered into a securities
purchase agreement, under which five individuals residing in the PRC agreed to purchase an aggregate of 1,300,000 shares of the Company’s
common stock, par value $ 0.001 per share, for an aggregate purchase price of $ 5,460,000 , representing a purchase price of $ 4.20 per share.
The transaction closed on June 19, 2019.
On February 10, 2020, the Company entered into
a securities purchase agreement with Mengru Xu and Zhichao Du, according to which Ms. Xu and Mr. Du agreed to invest an aggregate of $ 3.51
million in the Company in exchange for an aggregate of 1,350,000 shares of common stock, representing a purchase price of approximately
$ 2.60 per share. On February 28, 2020, the Company closed the transaction.
On June 5, 2020, the Company issued an aggregate
of 1,800,000 shares of its common stock to acquire all the outstanding equity interest of Fast Approach Inc., a corporation incorporated
under the laws of Canada and in the business of operating a demand side platform targeting the Chinese education market in North America.
On December 30, 2020, the Company issued a total
of 782,165 ordinary shares to six employees of the Company. Total fair value of these ordinary shares was approximately $ 1.75 million
and the compensation expenses are to be recognized in the fiscal year 2020 because there is no employee’s requisite service period
requirement.
On January 4, 2021, the Company issued an aggregate of 2,200,000 shares
of its common stock to the original shareholders of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd in exchange for the transfer
of 85 % of the equity interests of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. to the Company.
On January 26, 2021, the Company entered into
a Securities Purchase Agreement, pursuant to which three individuals residing in the People’s Republic of China agreed to purchase
an aggregate of 2,700,000 shares of the Company’s common stock, par value $ 0.001 per share, for an aggregate purchase price of $ 6,750,000 ,
representing a purchase price of $ 2.50 per Share.
On March 9, 2021, the Company issued an aggregate
of 3,300,000 shares of common stock of the Company to the original shareholder of Jilin Chuangyuan Chemical Co., Ltd in exchange for the
transfer of 75 % of the equity interest of Jilin Chuangyuan Chemical Co., Ltd to the Company.
On April 26, 2021, the Company has entered into
a Share Purchase Agreement with three investors, Pursuant to the agreement, the Company will receive gross proceeds of $ 7,600,000 in the
aggregate, in exchange for the issuance of an aggregate of 4,000,000 shares of the Company’s common stock, representing a purchase
price of approximately $ 1.90 per share.
On July 15, 2021, the Company has issued an aggregate
of 4,800,000 shares of common stock of the Company to the equity holders of Anhui Ansheng Petrochemical Equipment Co., Ltd in exchange
for the transfer of 66 % of the equity interest of Anhui Ansheng Petrochemical Equipment Co., Ltd to the Company.
On July 30, 2021, the Company issued a total of
872,000 ordinary shares to seven employees of the Company. Total fair value of these common shares was approximately $ 1.16 million. The
compensation expenses are to be recognized in the fiscal year 2021 because there is no employee’s requisite service period requirement.
On December 30, 2021, The Company issued
an aggregate of 5,900,000 shares of common stock to the equity holders of A Shandong Yunchu
Supply Chain Co., Ltd for the transfer to 100 % of the equity interest of Shandong Yunchu
Supply Chain Co., Ltd to the Jiayi Technologies (Xianning) Co., Ltd.
As of December 31, 2021, there were 35,581,930
shares of common stock outstanding.
F- 25
18. Income Taxes
All of the Company’s continuing operations are
located in the PRC. The corporate income tax rate in the PRC is 25 %.
The following tables provide the reconciliation
of the differences between the statutory and effective tax expenses for the years ended December 31, 2021 and 2020:
12/31/2021
12/31/2020
Loss attributed to PRC operations
$ ( 5,540,404 )
$ ( 34,348 )
Loss attributed to U.S. operations
( 1,753,427 )
( 20,529,997 )
Loss attributed to Canada operations
( 2,640,821 )
( 417,271 )
Income attributed to BVI
-
9,779,542
Loss before tax
$ ( 9,934,652 )
$ ( 11,202,074 )
PRC Statutory Tax at 25% Rate
( 1,385,101 )
( 8,587 )
Effect of tax exemption granted
-
-
Valuation allowance
1,441,551
8,587
Income tax
$ 56,450
$ -
Per Share Effect of Tax Exemption
Effect of tax exemption granted
$ -
$ -
Weighted-Average Shares Outstanding Basic
24,778,588
10,112,648
Per share effect
$ -
$ -
The difference between the U.S. federal statutory
income tax rate and the Company’s effective tax rate was as follows as of December 31, 2021 and 2020:
12/31/2021
12/31/2020
U.S. federal statutory income tax rate
21 %
21 %
Higher (lower) rates in PRC, net
4 %
4 %
Non-recognized deferred tax benefits in the PRC
( 25.57 )%
( 25.00 )%
The Company’s effective tax rate
( 0.57 )%
-
%
19. Earnings/(Loss) Per Share
Components of basic and diluted earnings per share
were as follows:
For the years ended
December 31,
2021
2020
Loss from operations attributable to common stockholders
$ ( 9,740,486 )
$ ( 11,501,163 )
Basic and diluted (loss) earnings per share denominator:
Original Shares at the beginning:
11,809,930
7,877,765
Additions from Actual Events -issuance of common stock for cash
2,926,027
1,202,055
Additions from Actual Events – issuance of common stock for acquisition
9,672,329
1,030,685
Additions from Actual Events – issuance of common stock for stock compensation
370,302
2,143
Basic Weighted Average Shares Outstanding
24,778,588
10,112,648
(Loss) income per share from continuing operations - Basic and diluted
$ ( 0.40 )
$ ( 1.11 )
(Loss) income per share from discontinued operations-Basic and diluted
$ 0.00
$ 0.01
(Loss) income per common shareholders - Basic and diluted
$ ( 0.39 )
$ ( 1.09 )
Basic and diluted weighted average shares outstanding
24,778,588
10,112,648
F- 26
20. Concentrations
Customers Concentrations:
The following table sets forth information about
each customer that accounted for 10 % or more of the Company’s revenues for the years ended December 31, 2021 and 2020.
For the years ended
Customers
31-Dec-21
31-Dec-20
Amount $
%
Amount $
%
A
1,603,947
15
-
-
B
1,558,075
15
-
-
C
1,294,587
12
-
-
D
3,165,520
88
Suppliers Concentrations
The following table sets forth information about
each supplier that accounted for 10 % or more of the Company’s purchase for the years ended December 31, 2021 and 2020.
For the years ended
Suppliers
31-Dec-21
31-Dec-20
Amount $
%
Amount $
%
A
830,263
14
-
-
B
-
-
-
-
C
-
-
307,817
50
D
-
-
225,577
37
21. Lease commitment
Effective December 31, 2018, the Company adopted ASU 2016-02, “Leases”
(Topic 842), and elected the package of practical expedients that does not require us to reassess: (1) whether any expired or existing
contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired
or existing leases. The Company adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease
as a single lease component.
The Company had a land, facilities and factory
lease agreement with a 5-year lease term starting in April 2018 until April 2023. Upon adoption of ASU 2016-02, the Company recognized
lease liabilities of approximately $0.82 million, with corresponding Right-of-Use (ROU) assets of the same amount based on the present
value of the future minimum rental payments of the new lease, using an effective interest rate of 4.75%, which is determined using an
incremental borrowing rate.
The weighted average remaining
lease term of its existing leases is 1.33 years.
The Company’s lease agreements
do not contain any material residual value guarantees or material restrictive covenants.
For the twelve months ended December
31, 2021 and 2020, rent expenses amounted to $ 442,297 and $ 413,572 respectively.
F- 27
The five-year maturity of the
Company’s lease obligations is presented below:
Twelve months ended December 31,
Operating lease amount
2022
442,297
2023
147,432
Total lease payment
589,729
Less: interest
( 153,538 )
Present value of lease liabilities
$ 436,191
22. Risks
A.
Credit risk
The Company’s deposits are made with banks located in the PRC. They do not carry federal deposit insurance and may be subject to loss of the banks become insolvent.
Since the Company’s inception, the age of account receivables has been less than one year, indicating that the Company is subject to the minimal risk borne from credit extended to customers.
B.
Interest risk
The Company is subject to interest rate risk when short-term loans become due and require refinancing.
C.
Economic and political risks
The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in the PRC.
F- 28
23. Contingencies
From time to time, the Company is a party to various
legal actions arising in the ordinary course of business. In November 2021, the claim occurred between Ansheng and Beijing Aerospace Star
Technology Co., Ltd due to the dispute over the commercial contracts. On November 16, 2021, Beijing Aerospace Star Technology Co., Ltd
applied for pre-litigation custody of property preservation with the local people’s Court of Langxi County, freezing Ansheng’s available
cash of $ 229,120 before filing the action. The liabilities amounts have been accrued in the accompanying consolidated financial statements
for the year ended December 31, 2021.
As of December
31, 2021, the loan from Anhui Langxi Rural Commercial Bank Of China was overdue and the Company proposed to extend maturities on this
loan. During the subsequent period, the Company is negotiating a loan extension with its bankers and it
is probable that the bank routinely keeps rolling over debt to keep the Company’s liquidity.
The Plaintiff(Wuxi Suxin Natural Gas Utilization Co., Ltd.) sued for
that the defendants (Anhui Xuanneng Natural Gas Energy Equipment Co., Ltd, Anhui Ansheng Petrochemical Equipment Co., Ltd and other related
individuals) have damaged the interest of creditors and the defendant should restitute the plaintiff’s mortgage loan principal as
well as the interest. The case has now been transferred to the Changfeng County Court of Anhui Province for processing. Meanwhile, due
to the impact of this case, Ansheng Company’s available cash of $ 151,630 was temporarily frozen by the court. There was a few solid
evidence proves that Anhui Ansheng Petrochemical Equipment Co., Ltd. and Anhui Xuanneng Natural Gas Energy Equipment Co., Ltd. are independent
entities, management believes the possibility of unfavorable outcome occur is remote and there was not any negative or any contingency
impact on the 2021 Financial statements.
24. Subsequent Events
The Company has assessed all events from December 31, 2021 up through
March 30, 2022, which is the date that these consolidated financial statements are available to be issued, unless as disclosed below,
there are not any material subsequent events that require disclosure in these consolidated financial statements.
On January 13, 2022, the Company has entered into a Share Purchase
Agreement with three investors. Pursuant to the agreement, the Company will receive gross proceeds of $ 7,600,000 , in exchange for the
issuance of an aggregate of 7,000,000 shares of the Company’s common stock, representing a purchase price of approximately $ 1.00
per share.
On February 11, 2022, the Company has entered into a Share Purchase
Agreement with Xiaodong Cai, the shareholders of Anhui Ansheng Petrochemical Equipment Co., Ltd., pursuant to the Share Purchase Agreement,
the Company shall pay the Seller up to an aggregate of U.S. $5,250,000 in exchange for 20.58% of the issued and outstanding shares of
Anhui Ansheng Petrochemical Equipment Co., Ltd. After execution of this agreement, the Company held Ansheng’s 86.58%
issued and outstanding shares.
F- 29
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.