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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-31 · 999 added, 793 removed, 1096 unchanged (62% of the section changed)

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Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule

13a-15(e) under the 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.

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, 2022.

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

as of December 31, 2022, our disclosure controls and procedures were not effective due to the material weakness in our internal control

over financial reporting described below.

Internal Controls over Financial Reporting

Management’s Annual Report on Internal Control over Financial

Our management is responsible for establishing and maintaining adequate

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

Under the supervision and with

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

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

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

Based on that evaluation, our management concluded

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

The material weakness and significant deficiency identified by our

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

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

We did not have sufficient and skilled

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

GAAP commensurate with our financial reporting

requirements.

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

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

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

would provide sufficient relevant education relating to U.S.

Our staff will require substantial training to meet the demands of

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.

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, 2022, our internal controls over financial reporting were not effective.

The material weakness and significant deficiency

identified by our management as of December 31, 2022, relates to the ability of the Company to record transactions and provide disclosures

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

We did not have sufficient

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

GAAP commensurate with our financial

reporting requirements.

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

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

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

that would provide sufficient relevant education relating to U.S.

Our staff will require substantial training to meet the demands

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

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We plan to provide U.S.

GAAP training sessions to our accounting team.

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.

GAAP reporting

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

We plan to continue

to recruit experienced and professional accounting and financial personnel and participate in educational seminars, tutorials, and conferences

and employ more qualified accounting staff in the future.

Changes in Internal Controls over Financial Reporting

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

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

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

our internal control over financial reporting.

Other than as described above, during the fiscal

year ended December 31, 2022, 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

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.

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

(i) pertain to the maintenance

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

(ii) provide reasonable assurance

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

GAAP, and that our receipts and

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

(iii) provide reasonable

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

financial statements.

Management, including our Chief Executive Officer and Chief Financial

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

No matter how well designed and operated, a control

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

Further, the design of

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

to their costs.

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

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

Also, projections of any evaluation

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

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

(i) pertain to the maintenance of records that,

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

(ii) provide reasonable assurance that transactions

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

GAAP, and that our receipts and expenditures are being

made only under authorizations of our management and directors;

(iii) provide reasonable assurance regarding prevention

or timely detection of unauthorized acquisition, use, or disposition of our assets that could affect the financial statements.

Management, including our Chief Executive Officer

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

No matter how well designed

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

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

be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of internal controls

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

projections of any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls

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

OTHER INFORMATION.

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Directors and Officers

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

of our current directors and officers.

The following table sets forth the name, age and

position of each of our current directors and officers.

Chairman and Chief Executive Officer

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King Fai Leung

Bin Zhou has served as a director of the Company since

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

He has served as chairman of the board of directors

of Xianning Bozhuang since March 2019.

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

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

He also served as supervisor of Hubei Henghao

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

Zhou received his Bachelor of

Law degree from National Judges College in Beijing, China.

Lili Hu was appointed to serve as the Chief Financial Officer

of the Company in June 2019.

She has over ten years of accounting experience.

Hu has served as the financial director of Xianning

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

Bin Zhou has served as a director of

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

He has served as chairman of the

board of directors of Xianning Bozhuang since March 2019.

Zhou was the general manager and legal representative of Hubei Qianding

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

He also served as supervisor

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

Zhou received

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

Lili Hu has served as the Chief Financial

Officer of the Company since June 2019.

She has over ten years of accounting experiences.

Hu has served as the financial director

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

From June 2016 to June 2018, Ms.

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

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.

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.

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

From January 2006 to June 2008,

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

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Hu is a Certified Public Accountant in China.

Chao Chen has served as a director of the Company since

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

Prior to that, she was an attorney at Beijing Lanpeng

Law Firm from May 2015 to August 2019.

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

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

York Stock Exchange, from November 2018 to January 2019.

From September 2013 to May 2015, Ms.

Chen served as the senior project manager

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

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

Chen received her Master of Law degree from

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

King Fai Leung has served as a director of the Company

since July 2019.

Luojie Pu has served as a director of

the Company since August 2022.

Pu has served as the vice general manager of Jinan Hehui financial software service Co., Ltd.

From October 2013 to March 2018, Ms.

Pu served as an associate marketing director for Jinan Hengxin Weiye Telecommunication

Equipment Co., Ltd.

Pu received her bachelor’s degree in finance from Shandong University in July 2013.

We believe Ms.

well qualified to serve on the Board because of her extensive finance and management experience.

King Fai Leung has served as a director

of the Company since July 2019.

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

He has been the executive director of Maxima Energy

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

Leung has also served as an independent director since November 2017

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

website for Chinese-speaking investors (OTCQB:

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

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

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

He has been the executive director of

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

Leung has also served as an independent director since

November 2017 and was re-designated in March 2019 as an executive director and Chief Financial Officer of Chineseinvestors.com, Inc.,

a financial information website for Chinese-speaking investors (OTCQB:

He has also served as an independent director, chairman

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

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

0567), since June 2015.

In addition, Mr.

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

the financial related business (HKG:

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

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

fuel in China (HKG:

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

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:

Leung earned his Bachelor of Commerce in Accounting and Finance from Deakin University

in Victoria, Australia.

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

Yang Cao has served as a director of the Company since

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

Prior to that,

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

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

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

practicing commercial law as an attorney with Hubei Zhonghe Law Office.

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

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

November 2019.

From October 2015 to November 2016, Ms.

Cao worked as a compliance officer

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

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

a business consulting company.

Cao received her LL.B.

degree from Hankou College and

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.

are elected until their successors are duly elected and qualified.

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

There are no 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

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.

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.

Our Board met on twelve occasions during fiscal

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 2022.

Committees of the Board

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the integrity of our financial statements;

internal controls and procedures designed to promote

our compliance with accounting standards and applicable laws and regulations;

the appointment and evaluation of the qualifications

and independence of our independent auditors.

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

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

Leung is the chairman

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

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

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

King Fai Leung, Yang Cao and Luojie Pu, all of

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

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

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

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

copy by writing to:

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

2 nd Floor, Flushing, NY, 11345.

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, 130-30 31 st Ave, Suite 512, Flushing, NY, 11354.

During the fiscal year ended December 31, 2022, our Audit Committee held four meetings.

Compensation Committee

The functions of the Compensation Committee are as follows:

to assist our Board in discharging its responsibilities

with respect to compensation of our executive officers and directors;

The functions of the Compensation Committee are

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

to evaluate the performance of our executive officers;

to assist our Board in developing succession plans

for executive officers;

to administer our stock and incentive compensation

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

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

Fai Leung and Yang Cao.

Chen is the chairman of the Compensation Committee.

All current members of the Compensation Committee are

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

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

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

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

serves on our Board of Directors or Compensation Committee.

The Compensation Committee may not delegate its responsibilities to

another committee, individual director or member of management.

The Compensation Committee meets on an annual basis and holds special

meetings as needed.

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

or a majority of Committee members.

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

Committee relating to compensation of other executive officers.

The Compensation Committee held one meeting in fiscal year 2021.

to assist our Board in developing succession plans for executive officers;

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

The current members of the Compensation Committee

are Luojie Pu, King Fai Leung and Yang Cao.

Pu 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

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

Nominating and Corporate Governance

The Nominating and Corporate Governance assists the Board of Directors

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

The Nominating and Corporate Governance assists

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

Directors and its committees.

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

to make recommendations to the Board of Directors with

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

to make recommendations to the Board of Directors on

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

to review the qualifications of potential candidates

for the Board of Directors;

to make recommendations to the Board of Directors on

nominees to be elected at the annual meeting of stockholders;

to seek and identify a qualified director nominee,

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

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

The current members of the Nominating and Corporate Governance are

Yang Cao, Chao Chen and King Fai Leung.

Cao is the chairman of the Compensation Committee.

During the fiscal year 2021, our Nominating

and Corporate Governance Committee held one meeting.

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

to make recommendations to the Board of Directors on the minimum qualifications and standards for director nominees and the selection criteria for the Board members;

to review the qualifications of potential candidates for the Board of Directors;

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

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

The current members of the Nominating and Corporate

Governance are Yang Cao, Luojie Pu and King Fai Leung.

Cao is the chairman of the Nominating and Corporate Governance Committee.

the fiscal year 2022, our Nominating and Corporate Governance Committee held one meeting.

Stockholder Nominations for Director

Stockholders may propose candidates for board membership by writing

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

2 nd Floor, Flushing, NY, 11345.

Any such proposal

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

the candidate’s

name, address and other contact information;

Stockholders may propose candidates for board

membership by writing to:

Planet Green Holdings Corp., c/o Board of Director Office, 130-30 31 st Ave, Suite 512, Flushing,

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.

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

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

any actual or potential conflicts

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.

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.

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, 130-30 31 st Ave, Suite 512, Flushing, NY, 11354.

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.

To the Company’s knowledge, there are no

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

a material interest adverse to the Company.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning all forms of

compensation earned by our named executive officers during the fiscal years ended December 31, 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.

The following table sets forth information concerning

all forms of compensation earned by our named executive officers during the fiscal years ended December 31, 2021 and 2022 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, 2021 or 2022.

Principal Position

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Pursuant to the employment agreement with Mr.

Zhou, we are obligated to pay Mr.

Zhou a compensation

of $96,000 per year.

Zhou dated October 25, 2022, we are obligated to pay Mr.

Zhou a compensation of $96,000 per year.

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

Pursuant to the employment agreement with Ms.

Pursuant to the employment agreement dated June 24, 2022 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.

Hu a compensation of $84,000

In August 2022, the Board appointed Luojie Pu 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.

Pu, we are obligated to pay Ms.

Pu a compensation of $24,000 per

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.

Leung a compensation of $21,600

In March 2020 the Board appointed Yang Cao to serve

as the Director.

Pursuant to the employment agreement with Ms.

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AND RELATED SHAREHOLDER MATTERS

The following table sets forth information regarding beneficial ownership

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

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

Beneficial ownership

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

power with respect to such shares.

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

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

The following table sets forth information regarding

beneficial ownership of our common stock as of March 31, 2023 (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, 11345.

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

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

forth below is c/o Planet Green Holdings Corp., 130-30 31 st Ave, Suite 512, Flushing, NY 11354.

In the table below, percentage ownership is based

on 72,081,930 shares of our common stock outstanding as of March 10, 2023.

Name and title of beneficial owner

5% or Greater Stockholders

Hubei Yunhong Trading Co., Ltd.

Hideharu Kaneko

Xiangtian (Shenzhen) Aerodynamic Electricity Ltd.

Executive Officers, Directors and Director Nominees

1 unchanged sentence

Lili Hu, Chief Financial Officer

Chao Chen, Director

Luojie Pu, Director

King Fai Leung, Director

2 unchanged sentences

Changes in Control

There are currently no arrangements which would result in a change

in control of us.

There are currently no arrangements which would

result in a change in control of us.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

2 unchanged sentences

Policy for Approval of Related Party Transactions

Our Audit Committee Charter provides that all related party transactions

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

Our Audit Committee Charter provides that all related

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

Director Independence

NYSE American listing standards require that a majority of our Board

of Directors be independent.

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

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

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

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

the NYSE American listing standards and applicable SEC rules.

NYSE American listing standards require that a

majority of our Board of Directors be independent.

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

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

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

Our Board of Directors has determined that Luojie Pu, King Fai Leung, Yang Cao are “independent directors” as

defined in the NYSE American listing standards and applicable SEC rules.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

is the Company’s independent registered public accounting

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

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

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

is the Company’s independent

registered public accounting firm for the fiscal years ended December 31, 2021 and the accounting fees such period were $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.

is the Company’s independent registered public accounting firm for the fiscal years ended December 31,

2022 and the accounting fees such period were $100,000.

Such fees related to audit services provided by YCM CPA Inc., No

audit-related or tax services were provided by YCM CPA Inc.

during such periods..

10 unchanged sentences

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

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.

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

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

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

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

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

and Yongsheng Chen.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

and sellers named therein.

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

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

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

Consultation and Service Agreement dated July 15, 2021.

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

Business Cooperation Agreement dated July 15, 2021.

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

Equity Pledge Agreement dated July 15, 2021.

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

Equity Option Agreement dated July 15, 2021.

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

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

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

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

and Purchasers name therein.

Incorporated by

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

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

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

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

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

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

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

Consultation and Service Agreement dated March 9, 2021.

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

Business Cooperation Agreement dated March 9, 2021.

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

Equity Pledge Agreement dated March 9, 2021.

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

Equity Option Agreement dated March 9, 2021.

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

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

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

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

and Purchasers named therein.

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

Securities Purchase Agreement, dated as of January 13, 2022, by and among Planet Green Holdings Corp.

and investors named therein.

Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on January 14, 2022.

Share Purchase Agreement, dated February 11, 2022, by and among Planet Green Holdings Corp., Jiayi Technologies (Xianning) Co., Ltd.

and Xiaodong Cai.

Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on February 14, 2022.

Amended Consultation and Service Agreement dated as of February 11, 2022.

Incorporated by reference to Exhibit 10.2 to registrant’s current report on Form 8-K on February 14, 2022.

Amended Business Cooperation Agreement dated as of February 11, 2022.

Incorporated by reference to Exhibit 10.3 to registrant’s current report on Form 8-K on February 14, 2022.

Amended Equity Pledge Agreement dated as of February 11, 2022.

Incorporated by reference to Exhibit 10.4 to registrant’s current report on Form 8-K on February 14, 2022.

Amended Equity Option Agreement dated as of February 11, 2022.

Incorporated by reference to Exhibit 10.5 to registrant’s current report on Form 8-K on February 14, 2022.

Amended Voting Right Proxy and Financial Supporting Agreement dated as of February 11, 2022.

Incorporated by reference to Exhibit 10.6 to registrant’s current report on Form 8-K on February 14, 2022.

Share Exchange Agreement dated as of April 8, 2022, by and among Planet Green Holdings Corp., Allinyson Ltd., and its shareholder named therein.

Incorporated by reference to Exhibit 10.1 to registrant’s current report on Form 8-K on April 11, 2022.

Lock-up Agreement dated April 8, 2022.

Incorporated by Incorporated by reference to Exhibit 10.2 to registrant’s current report on Form 8-K on April 11, 2022.

Non-competition and non-solicitation Agreement dated April 8, 2022.

Incorporated by Incorporated by reference to Exhibit 10.3 to registrant’s current report on Form 8-K on April 11, 2022.

Securities Purchase Agreement dated May 19, 2022.

Incorporated by Incorporated by reference to Exhibit 10.1 to registrant’s current report on Form 8-K on May 20, 2022.

Share Exchange Agreement date July 15, 2022.

Incorporated by Incorporated by reference to Exhibit 10.1 to registrant’s current report on Form 8-K on July 18, 2022.

Share Purchase Agreement dated August 8, 2022.

Incorporated by Incorporated by reference to Exhibit 10.1 to registrant’s current report on Form 8-K on August 9, 2022.

Amended Consultation and Service Agreement dated August 8, 2022.

Incorporated by Incorporated by reference to Exhibit 10.2 to registrant’s current report on Form 8-K on August 9, 2022.

Amended Business Cooperation Agreement dated August 8, 2022.

Incorporated by Incorporated by reference to Exhibit 10.3 to registrant’s current report on Form 8-K on August 9, 2022.

Amended Equity Pledge Agreement dated August 8, 2022.

Incorporated by Incorporated by reference to Exhibit 10.4 to registrant’s current report on Form 8-K on August 9, 2022.

Amended Equity Option Agreement dated August 8, 2022.

Incorporated by Incorporated by reference to Exhibit 10.5 to registrant’s current report on Form 8-K on August 9, 2022.

Amended Voting Right Proxy and Financial Supporting Agreement.

Incorporated by Incorporated by reference to Exhibit 10.6 to registrant’s current report on Form 8-K on August 9, 2022.

Share Purchase Agreement dated September 14, 2022.

Incorporated by Incorporated by reference to Exhibit 10.1 to registrant’s current report on Form 8-K on September 19, 2022.

Termination Agreement dated December 16, 2022.

Incorporated by Incorporated by reference to Exhibit 10.1 to registrant’s current report on Form 8-K on December 16, 2022.

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

18 unchanged sentences

Not applicable.

Pursuant to the requirements of Section 13 or

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

thereunto duly authorized.

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.

4 unchanged sentences

(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.

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

and on the dates indicated.

Chief Executive Officer and Chairman

3 unchanged sentences

March 31, 2023

(Principal Financial Officer and

Principal Accounting Officer)

/s/ Chao Chen

(Principal Financial Officer and Principal Accounting Officer)

/s/ Luojie Pu

March 31, 2023

/s/ King Fai Leung

March 31, 2022

King Fai Leung

March 31, 2022

PLANET GREEN HOLDINGS CORP.

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2022 AND 202 1

1 unchanged sentence

Report of Independent Registered Public Accounting Firm

Audited Consolidated Balance Sheets

Audited Consolidated Statements of Operations and Comprehensive Loss

Audited Consolidated Statements of Changes in Stockholders’ Equity

Audited Consolidated Statements of Cash Flows

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations and Comprehensive Loss for

the years ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended December

31, 2022 and 2021

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and the stockholders

Planet Green Holdings Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of Planet Green Holdings Corp.and subsidiaries (collectively, the “Company”) as of December 31, 2022, and the

related consolidated statement of operations and comprehensive income, changes in shareholder’s equity, and cash flows for the year

ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the

financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December

31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles

generally accepted in the United States of America.

Going Concern

The accompanying consolidated

financial statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 to the consolidated

financial statements, the Company records an accumulated deficit as of December 31, 2022, and the Company currently has a working

capital deficit, continued net losses and negative cash flows from operations.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

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

These consolidated

financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audit.

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 audit 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 consolidated

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 audit, 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 audit included performing procedures to assess

the risks of material misstatement of the consolidated 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

consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides

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.

Impairment of goodwill - evaluation of the

carrying value of goodwill

of the matter

Refer to Note 2 and Note 16 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

an important element used by the Company in determining the fair value of the reporting unit and the amount of goodwill impairment losses.

In the year of 2022, the Company performed an annual goodwill impairment test in response to the decline in current market conditions

because of the persistent operating losses.

The goodwill was determined to be impaired, and impairment losses of $10.39 million was recorded.

addressed the matter in our audit

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 entity, 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 perform 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

We tested management’s assumptions by evaluating the impact of adjusting the revenue growth assumptions over intervals

deemed reasonable and recalculating the prior year’s goodwill impairment calculations using the Company’s actual 2022 revenues.

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/ YCM CPA, Inc .

We have served as the Company’s auditor

PCAOB ID 6781

Irvine, California

March 31, 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

1 unchanged sentence

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

We have audited the accompanying consolidated

balance sheets of Planet Green Holdings Corp.

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

statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for the year 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 the results of its operations and its cash

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

The accompanying financial statements have been

31 unchanged sentences

Critical Audit Matters

The critical audit matter communicated below

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

communicated to the audit committee and that:

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

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

The communication of critical audit

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

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

disclosures to which they relate.

Evaluation of the carrying value of goodwill in the Canadian and

Jingshan Sanhe reporting units

The critical audit matter communicated below is

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

to the audit committee and that:

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

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

The communication of critical audit matters does not alter

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

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

Evaluation of the carrying value of goodwill

in the Canadian and Jingshan Sanhe reporting units

As discussed in Note 2 to the consolidated financial

14 unchanged sentences

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

Addressing the matter involved evaluating the

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

We gathered data and evidence, performed

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

Addressing the matter

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

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

/s/ WWC, P.C.

4 unchanged sentences

Planet Green Holdings Corp.

Audited Consolidated Balance Sheets

As of December 31, 2021 and 2020

Consolidated Balance Sheets

of December 31, 2022 and 2021

(Stated in US Dollars)

6 unchanged sentences

Other receivables-related parties

Prepaid expenses

Total current assets

11 unchanged sentences

Current liabilities

Short-term bank loans

Loans-current

Accounts payable

7 unchanged sentences

Non-current liabilities

Lease liabilities - non-current

Long-term payables

other long-term liabilities

Loans-noncurrent

Total non-current liabilities

Total liabilities

Commitments and contingencies

Stockholders’ equity

4 unchanged sentences

$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

72,081,930 and 35,581,930 shares

Issued and outstanding as of December 31, 2022 and 2021

Additional paid-in capital

6 unchanged sentences

Total liabilities and stockholders’ equity

See Accompanying Notes to the Financial

See Accompanying Notes to the Financial Statements

Planet Green Holdings Corp.

Audited Consolidated Statements of

Operations and Comprehensive Loss

For the Years Ended December 31, 2021

(Stated in US Dollars)

Statements of Operations and Comprehensive (Loss) Income

For the Years Ended December 31, 2022 and 2021

in US Dollars)

For the Years Ended

12 unchanged sentences

Other expenses

Share of losses from equity method investments

Impairment of goodwill

1 unchanged sentence

( 3,263,424 )

Write off receivables from disposal of former subsidiaries

( 6,078,623 )

Total other (expenses) income

4 unchanged sentences

( 9,934,651 )

Income tax expenses

( 1,475,169 )

Loss from continuing operations

( 16,743,144 )

( 9,991,101 )

Discontinued operations:

(Loss) income from discontinued operations

Income tax expenses

( 9,191,791 )

Net (loss) income

( 25,934,935 )

Net (loss) income attributable to non-controlling interest

( 9,991,101 )

Less:Net (loss) income attributable to non-controlling interest from continued operations

Less:Net (loss) income attributable to non-controlling interest from discontinued operations

Net (loss) income attributable to common shareholders

1 unchanged sentence

$ ( 9,740,485 )

Net (loss) income

( 25,934,935 )

2 unchanged sentences

( 3,018,815 )

Total comprehensive loss

Total comprehensive (loss) income

( 28,953,750 )

( 9,229,139 )

Comprehensive (loss) income attribute to non-controlling interest

Less:Comprehensive (loss) income attribute to non-controlling interest

Comprehensive (loss) income attribute to common share holders

1 unchanged sentence

$ ( 9,001,591 )

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

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

(Loss) income per common shareholders - Basic and diluted

(Loss) earnings per common share - basic and diluted

Continuing operations

Discontinued operations

Common shareholders

Basic and diluted weighted average shares outstanding

See Accompanying Notes to the Financial

See Accompanying Notes to the Financial Statements

Planet Green Holdings Corp.

Audited Consolidated Statements of

Changes in Stockholders’ Equity

for the Years Ended December 31,2021

Consolidated Statements of Changes in Stockholders’ Equity

the Years Ended December 31, 2022 and 2021

(Stated in US Dollars)

8 unchanged sentences

Stock-based compensation and issue of employee benefit plan stock

Acquiring subsidiaries

Foreign currency translation adjustment

( 1,231,778 )

Balance, December 31, 2021

$ 133,232,224

$ ( 94,072,383 )

Balance, January 1, 2022

$ 133,232,224

$ ( 94,072,383 )

Net (loss) income

1 unchanged sentence

( 25,808,418 )

Issuance of shares for acquisition

Issuance of common stock for cash

Stock-based compensation and issue of employee benefit plan stock

Acquiring subsidiaries

Issuance of shares for acquisition

Issuance of shares for long-term investment

Acquisition of additional noncontrolling interest

( 2,721,507 )

( 3,190,193 )

Deconsolidation of discontinued operations

( 2,900,742 )

( 3,881,184 )

( 6,781,926 )

Foreign currency translation adjustment

Balance, December 31, 2021

( 3,018,815 )

See Accompanying Notes to the Financial

Balance, December 31, 2022

$ ( 119,880,801 )

See Accompanying Notes to the Financial Statements

Planet Green Holdings Corp.

Audited Consolidated Statements of

For the Years Ended December 31, 2021

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2022 and 2021

(Stated in US Dollars)

CASH FLOWS FROM OPFRATING ACTIVITIFS:

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income

2 unchanged sentences

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

Bad debt expenses

share-based compensation expense

Loss on disposal of discontinued operations

Write off receivables

Exchange loss

Impairment of inventories

Impairment of goodwill

Share of losses from equity method investments

(Recovery of) allowance for doubtful accounts

Loss (gain) on disposal of subsidiaries

Other non-cash expenses

Changes in operating assets and liabilities, net of effects of acquisitions and disposals:

Note and account receivables，net

( 1,331,385 )

Prepayments and deposit

( 4,065,394 )

Other receivables

5 unchanged sentences

Other payables and accruals

( 2,971,689 )

Other payables-related parties

( 1,908,407 )

Taxes payable

1 unchanged sentence

Lease liability

Net cash used in operating activities

Net cash provided by (used in) operating activities

( 9,012,423 )

5 unchanged sentences

( 4,100,000 )

( 3,100,052 )

Purchase of real estates

1 unchanged sentence

Net increase in cash from acquisition subsidiaries

Net cash used in investing activities

Net cash provided by (used) in investing activities

( 3,853,678 )

( 11,814,402 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Payments of short-term loan - bank

(Repayment to) proceeds from related party

Payments of short-term loan

( 3,232,472 )

Proceeds from long-term loans

( 1,036,094 )

Proceeds from issuance of common stock

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Net decrease in cash and cash equivalents

11 unchanged sentences

issuance of common stock for employee compensation

See Accompanying Notes to the Financial

Issuance of shares for long-term investment

See Accompanying Notes to the Financial Statements

PLANET GREEN HOLDINGS CORP.

4 unchanged sentences

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.

(the “Company” or “PLAG”)

is a holding company incorporated in Nevada.

The Company are engaged in various businesses through our subsidiaries and controlled entities

Going Concern

1 unchanged sentence

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

however, the Company has incurred a net

loss of $ 25,808,418 and $ 9,740,486 attributable to common shareholders for the year ended December 31, 2022 and 2021, respectively.

As of December 31, 2022 and 2021, the Company had an accumulated deficit of $ 119,880,801 and $ 94,072,383 respectively;

capital deficit of $ 5,737,991 and $ 7,075,320 , its net cash used in operating activities was $ 9,012,423 and $ 519,396 , for the year

ended December 31, 2022 and 2021 respectively.

These factors raise substantial doubt on the Company’s

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and each of the following entities:

Attributable equity

Name of Company

incorporation

Planet Green Holdings Corporation

Promising Prospect BVI

Limited (formerly known as Planet Green Holdings Corporation)

The British Virgin Islands

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

Promising Prospect HK Limited (formerly known as Lucky Sky Planet Green Holdings Co., Limited (H.K.))

Jiayi Technologies (Xianning) Co., Ltd.

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Jilin Chuangyuan Chemical Co., Ltd

Anhui Ansheng Petrochemical Equipment Co., Ltd

Shine Chemical Co., Ltd

The British Virgin Islands

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

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Shandong Yunchu Supply Chain Co., Ltd

Allinyson Ltd

The United States

Shine Chemical Co., Ltd

The British Virgin Islands

Guangzhou Haishi Technology Co., Ltd

Baokuan Technology (Hongkong) Limited

Management has eliminated all significant inter-company

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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 August 12, 2019, through Promising Prospect

HK 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 Promising Prospect HK

Limited sold 100 % of equity interest in Shanghai Xunyang.

On May 29, 2020, the Promising Prospect BVI Limited incorporated Lucky

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

On June 5, 2020, the Promising Prospect BVI Limited 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

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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 August 10, 2020, Promising Prospect BVI Limited

transferred its 100 % equity interest in Promising Prospect HK Limited to Rui Tang.

On December 9, 2020, Lucky Sky Petrochemical Technology

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

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

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

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

Jiayi Technologies (Xianning) Co., Ltd.

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 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)

On April 8, 2022, Planet Green

Holdings Corporation (Nevada) issued an aggregate of 7,500,000 shares of common stock to the equity holders of Allinyson Ltd.

for the acquisition of 100 % of the equity interest of Allinyson Ltd.

On September 14, 2022, Planet Green Holdings Corp.

and Hubei Bulaisi

Technology Co., Ltd.

a subsidiary of the Company, entered into a Share Purchase Agreement with Xue Wang, a shareholder of Jingshan Sanhe

Luckysky New Energy Technologies Co., Ltd., pursuant to which, among other things and subject to the terms and conditions contained therein,

the Purchaser agreed to effect share purchase from the Seller of 15% of the outstanding equity interests of Jingshan, and the Company

shall pay to the Seller an aggregate of U.S.

$3,000,000 in exchange for 15% of the issued and outstanding shares.

Before the closing of

this Share Purchase transaction, the Company owns 85% equity interest of Jingshan through the Purchaser.

On September 14, 2022, the Company

closed the Share Purchase transaction.

As of September 30, 2022, Hubei Bryce Technology Co., Ltd.

has hold 100% shares of Jingshan

Sanhe Luckysky New Energy Technologies Co., Ltd.

after the alteration of shareholders.

Consolidation of Variable Interest Entity

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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, the Company 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,

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

Each of the VIE Agreements is described in

16, 2022, Jiayi Technologies (Xianning) Co., Ltd terminated the VIE agreements with Xiaodong

Cai and Anhui Ansheng Petrochemical Equipment Co., Ltd.

Each of the VIE Agreements is described in detail

Consultation and Service Agreement

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and Accounting Standards Codification (“ASC”) 810-10, Consolidation.

Enterprise-wide disclosure

The Company’s chief operating decision-makers

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

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

however, actual results

could differ materially from those 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.

Significant estimates required to be made by management include but are not limited to add accounts that use significant

estimates, such as the allowance for estimated uncollectible receivables, realizability of advance to suppliers, inventory valuations,

Cash and Cash Equivalents

The Company considers all highly liquid investments

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

Investment Securities

The Company classifies securities it holds for

investment purposes into trading or available-for-sale.

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

them in the near term.

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

Trading and available-for-sale securities are

recorded at fair value.

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

Unrealized holding gains

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

They are reported as a separate

component of other comprehensive income until realized.

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

on a specific identification basis.

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

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

The impairment

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

determine whether the impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment

until a market price recovery and believes whether evidence indicating the cost of the asset is recoverable outweighs evidence to the

Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the impairment,

changes in value after year-end, and forecasted performance of the investee.

Premiums and discounts are amortized or accreted

over the life of the related available-for-sale security as an adjustment to yield using the effective-interest method.

Dividend and interest

income are recognized when earned.

The Company considers all highly liquid investments purchased with

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

As of December 31, 2022, the Company had cash and cash equivalents

(including restricted cash) of $ 93.49 k compared to $ 1131.41 k as of December 31, 2021.

Accounts Receivables

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Period-end US$:

CDN$ exchange rate

CAD$ exchange rate

Period-end US$:

RMB exchange rate

Period-end US$:

HK exchange rate

Period average US$:

CDN$ exchange rate

CAD$ exchange rate

Period average US$:

RMB exchange rate

Period average US$:

HK exchange rate

The RMB is not freely convertible into foreign

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Revenue Recognition

The Company adopted ASC 606 “Revenue Recognition.”

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

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

The Company 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 the Company

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

The Company derives its revenues from selling

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● determine the transaction price;

● allocate the transaction price to performance obligations

in the contract;

● allocate the transaction price to performance obligations in

the contract;

● Recognize revenue as the performance obligation is satisfied.

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are excluded from diluted EPS calculation.

Financial Instruments

Fair Value Measurement

The Company’s financial instruments, including

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The three levels of valuation hierarchy are defined

● Level 1 - inputs to the valuation methodology used quoted

prices for identical assets or liabilities in active markets.

● Level 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

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and significant to the fair value measurement.

The Company analyzes all financial instruments

with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

Effective December

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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.

As of December 31, 2022, there

were approximately $ 0 right of use (“ROU”) assets and approximately $ 0 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

Equity investments

In January 2016, the FASB issued

ASU 2016-01 (“ASU 2016-01”), Recognition and Measurement of Financial Assets and Financial Liabilities,

which, among other things, generally requires companies to measure investments in other entities, except those accounted for under the

equity method, at fair value and to recognize any changes in fair value in net income.

ASU 2016-01 also simplifies the impairment

assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment.

ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, and the guidance should be applied by means

of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption.

The guidance related to equity

investments without readily determinable fair values (including disclosure requirements) is applied prospectively to equity investments

that exist as of the date of adoption.

ASU 2016-01, which the Company adopted on January 1, 2018, did not have a material

impact on the consolidated financial statements.

Investments in entities over

which the Company does not have significant influence are recorded as equity investments and are accounted for either at fair value with

any changes recognized in net income, or for those without readily determinable fair values, at cost less impairment, adjusted for subsequent

observable price changes.

Under the equity method, the Company’s share of the post-acquisition profits or losses of equity investments

is recognized in the Company’s consolidated statements of comprehensive income;

and the Company’s share of post-acquisition

movements in equity is recognized in equity in the Company’s consolidated balance sheets.

Unrealized gains on transactions between

the Company and an entity in which the Company has recorded an equity investment are eliminated to the extent of the Company’s interest

in the entity.

To the extent of the Company’s interest in the investment, unrealized losses are eliminated unless the transaction

provides evidence of an impairment of the asset transferred.

When the Company’s share of losses in an entity in which the Company

has recorded an equity investment equals or exceeds its interest in the entity, the Company does not recognize further losses, unless

the Company has incurred obligations or made payments on behalf of the equity investee.

Commitments and Contingencies

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Recent Accounting Pronouncements

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

Income Statement - Reporting Comprehensive Income (Topic 220):

Reclassification of Certain Tax Effects from Accumulated Other Comprehensive

The amendments in this Update affect any entity required to apply the provisions of Topic 220, Income Statement – Reporting

Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive

income required by GAAP.

The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018,

and interim periods within those fiscal years.

Early adoption of the amendments in this Update is permitted, including adoption in any

interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued, and (2)

for all other entities for reporting periods for which financial statements have not however been made available for issuance.

The amendments

in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of

the change in the U.S.

federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized.

The Company does not believe the

adoption of this ASU would affect the Company’s financial statements.

In February 2018, the FASB issued ASU 2018-02, which allows a reclassification

from accumulated other comprehensive income to retained earnings for adjustments to tax effects that were originally recorded in other

comprehensive income due to changes in the U.S.

federal corporate income tax rate resulting from the enactment of the U.S.

legislation, commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act.

The Company does not expect this guidance will have

a material impact on its consolidated financial statements.

In March 2018, the FASB issued guidance relative to Income Taxes (Topic

740) that adds various Securities and Exchange Commission (“SEC”) paragraphs pursuant to the issuance of the December 2017

SEC Staff Accounting Bulletin No.

118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), which

was effective immediately.

The SEC issued SAB 118 to address concerns about reporting entities’ ability to timely comply with the

accounting requirements to recognize all of the effects of the Tax Cuts and Jobs Act (the “Tax Act”) in the period of enactment.

SAB 118 allows disclosure that timely determination of some or all of the income tax effects from the Tax Cuts and Jobs Act are incomplete

by the due date of the financial statements and if possible, to provide a reasonable estimate.

Additionally, the Act imposes a one-time

transition tax on deemed repatriation of historical earnings of foreign subsidiaries, and future foreign earnings are subject to U.S.

The change in rate has caused the Company to remeasure all U.S.

deferred income tax assets and liabilities for temporary differences

and NOLs and recorded one time income tax payable to be paid in 8 years.

However, this one-time transition tax has no effect on the Company’s

income tax expenses as the Company has no undistributed foreign earnings prior to December 31, 2022 which the Company has foreign cumulative

losses at December 31, 2022.

On June 20, 2018, the FASB issued ASU No.

Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, which aligns the accounting

for share-based payment awards issued to employees and nonemployees.

Under ASU No.

2018-07, the existing employee guidance will apply

to nonemployee share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific

guidance related to the attribution of compensation cost.

The cost of nonemployee awards will continue to be recorded as if the grantor

had paid cash for the goods or services.

In addition, the contractual term will be able to be used in lieu of an expected term in the

option-pricing model for nonemployee awards.

The new standard is effective for us on January 1, 2019.

Early adoption is permitted, including

in interim periods, and should be applied to all new awards granted after the date of adoption.

The Company does not expect this guidance

will have a material impact on its consolidated financial statements.

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

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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.

In May 2019, the FASB issued ASU 2019-05, which

is an update to ASU Update No.

2016-13, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured

at amortized cost basis, replacing the previous incurred loss methodology.

The amendments in Update 2016-13 added Topic 326, Financial

Instruments—Credit Losses, and made several consequential amendments to the Codification.

Update 2016-13 also modified the accounting

for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized

cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities.

amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option

for certain financial assets previously measured at amortized cost basis.

For those entities, the targeted transition relief will increase

comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets.

Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13

while still providing financial statement users with decision-useful information.

ASU 2019-05 is effective for the Company for annual

and interim reporting periods beginning January 1st, 2020.

The Company is currently evaluating the impact of this new standard on its

consolidated financial statements and related disclosures.

Other recent accounting pronouncements issued

by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and

Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial

Variable Interest Entity (“VIE”)

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PLAG WOFE is deemed to have the

controlling financial interest and be the primary beneficiary of Anhui Ansheng Petrochemical Equipment Co., Ltd and Jilin Chuangyuan Chemical

Co., Ltd because it has both of the following characteristics:

1) The power to direct activities at Anhui

Ansheng Petrochemical Equipment Co., Ltd and Jilin Chuangyuan Chemical Co., Ltd that most significantly impact such entity’s

economic performance, and

obligation to absorb losses and the right to receive benefits from Anhui Ansheng Petrochemical Equipment Co., Ltd and Jilin Chuangyuan

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

Under the Contractual Arrangements, Anhui Ansheng Petrochemical

Equipment Co., Ltd and Jilin Chuangyuan Chemical Co., Ltd pay service fees equal to all of its net income to PLAG WFOE.

At the same time,

PLAG WFOE is obligated to absorb all of the Anhui Ansheng Petrochemical Equipment Co., Ltd’s and Jilin Chuangyuan Chemical Co.,

Ltd’s losses.

The Contractual Arrangements are designed to operate Anhui Ansheng Petrochemical Equipment Co., Ltd and Jilin Chuangyuan

Chemical Co., Ltd for the benefit of PLAG WFOE and ultimately, the Company.

Accordingly, the accounts of Anhui Ansheng Petrochemical Equipment

Co., Ltd and Jilin Chuangyuan Chemical Co., Ltd are consolidated in the accompanying consolidated financial statements.

In addition, those

financial positions and results of operations are included in the Company’s consolidated financial statements.

controlling financial interest and be the primary beneficiary of Jilin Chuangyuan Chemical Co., Ltd because it has both of the following

characteristics:

1) The power to direct activities at 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 Jilin Chuangyuan Chemical Co., Ltd that could potentially be significant to such

Under the Contractual Arrangements, Jilin Chuangyuan Chemical Co., Ltd pay service fees equal to all of its net income to PLAG

At the same time, PLAG WFOE is obligated to absorb all of the Jilin Chuangyuan Chemical Co., Ltd’s losses.

The Contractual

Arrangements are designed to operate Jilin Chuangyuan Chemical Co., Ltd for the benefit of PLAG WFOE and ultimately, the Company.

the accounts of Jilin Chuangyuan Chemical Co., Ltd are consolidated in the accompanying consolidated financial statements.

those financial positions and results of operations are included in the Company’s consolidated financial statements.

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

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( 5,775,895 )

( 5,357,908 )

Accumulated other comprehensive income

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( 1,928,379 )

( 1,072,779 )

Net income (loss)

( 2,331,594 )

Business Combination

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Total liabilities

( 3,057,793 )

Noncontrolling interest

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beneficiary of Jilin Chuangyuan Chemical Co., Ltd.

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

Under the VIE agreements, the Company issued an aggregate of 3,300,000 shares of common stock of the Company to the equity holders

of Jilin Chuangyuan Chemical Co., Ltd in exchange for the transfer of 75 % of the equity interest of Jilin Chuangyuan Chemical Co., Ltd

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

The significant terms of these VIE agreements are summarized in “Note 2 - Summary

of Significant Accounting Policies” above.

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

Under the VIE agreements, the Company issued an aggregate of 3,300,000 shares of common stock of the Company to the equity holders of

Jilin Chuangyuan Chemical Co., Ltd in exchange for the transfer of 75 % of the equity interest of Jilin Chuangyuan Chemical Co., Ltd to

the Jiayi Technologies (Xianning) Co., Ltd.

The significant terms of these VIE agreements are summarized in “Note 2 - Summary of

Significant Accounting Policies” above.

The Company’s acquisition of Jilin Chuangyuan

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

Acquisition of Anhui Ansheng Petrochemical

Equipment Co., Ltd

On July 15, 2021, the Company and its wholly-owned

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

into a series of VIE agreements with Anhui Ansheng Petrochemical Equipment Co., Ltd and its equity holders to obtain control and become

the primary beneficiary of Anhui Ansheng Petrochemical Equipment Co., Ltd.

The Company consolidated Anhui Ansheng Petrochemical Equipment

Co., Ltd ’s accounts as its VIE.

Under the VIE agreements, the Company issued an aggregate of 4,800,000 shares of common stock of the

Company to the equity holders of Anhui Ansheng Petrochemical Equipment Co., Ltd in exchange for the transfer of 66 % of the equity interest

of Anhui Ansheng Petrochemical Equipment Co., Ltd to the Jiayi Technologies (Xianning) Co., Ltd.

The significant terms of these VIE agreements

are summarized in “Note 2 - Summary of Significant Accounting Policies” above.

The Company’s acquisition of Anhui Ansheng Petrochemical

Equipment Co., Ltd was accounted for as a business combination following ASC 805.

The Company has allocated the purchase price of Anhui

Ansheng Petrochemical Equipment Co., Ltd based upon the fair value of the identifiable assets acquired and liabilities assumed on the

acquisition date.

The Company estimated the fair values of the assets acquired and liabilities taken at the acquisition date following

the business combination standard issued by the FASB with the valuation methodologies using level 3 inputs, except for other current assets

and current liabilities were valued using the cost approach.

Management of the Company is responsible for determining the fair value of

assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date and considered several other available

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

Acquisition of Shandong Yunchu Trading Co.,

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 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.

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:

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

Total consideration at fair value

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Short-term loan-bank

( 3,735,614 )

Related party payable

( 2,639,938 )

Accounts payable

( 1,966,099 )

Other current liabilities

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Non controlling interest

( 3,758,545 )

Net assets acquired

Approximately $ 10.26 million of goodwill arising

from the acquisition consists mainly of synergies expected from combining the operations of the Company and Anhui Ansheng Petrochemical

Equipment Co., Ltd.

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.

Acquisition of Shandong Yunchu Trading Co.,

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

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

, entered into a

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

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

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

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

The Company’s acquisition of Shandong

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

The Company has allocated the purchase

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

assets acquired and liabilities assumed on the acquisition date.

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

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

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

Management of the Company is responsible

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

considered several other available factors.

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

in general and administrative expenses.

The following table summarizes the fair value

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

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

The following table summarizes the fair value

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

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

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

Under the VIE agreements, the Company issued an aggregate of 4,800,000 shares of common stock of the Company to the equity

holders of Anhui Ansheng Petrochemical Equipment Co., Ltd in exchange for the transfer of 66 % of the equity interest of Anhui Ansheng

Petrochemical Equipment Co., Ltd to the Jiayi Technologies (Xianning) Co., Ltd.

The significant terms of these VIE agreements are summarized

in “Note 2 - Summary of Significant Accounting Policies” above.

The Company’s acquisition of Anhui Ansheng Petrochemical Equipment

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

The Company has allocated the purchase price of Anhui Ansheng

Petrochemical Equipment Co., Ltd based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition

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

6 unchanged sentences

Short-term loan-bank

( 3,735,614 )

Related party payable

( 2,639,938 )

Accounts payable

( 1,966,099 )

Other current liabilities

3 unchanged sentences

Non controlling interest

( 3,758,545 )

Net assets acquired

Approximately $ 4.72 million of goodwill arising

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

Yunchu Supply Chain Co., Ltd .

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.

On December 12, 2022, the Company disposed of the all interest held

of Anhui Ansheng Petrochemical Equipment Co., Ltd.

Acquisition of Allinyson Ltd.

On April 8, 2022, Planet Green Holdings Corp.

(the “Company”)

entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Allinyson Ltd., and each of shareholders of

Allinyson Ltd.

The Company issued an aggregate of 7,500,000 shares of common stock

to the equity holders of Allinyson Ltd.

for the transfer to 100 % of the equity interest of Allinyson Ltd.

to the Company.

The Company’s acquisition of Allinyson Ltd.

was accounted

for as a business combination following ASC 805.

The Company has allocated the purchase price of Allinyson 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 Allinyson Ltd.

Total consideration at fair value

Cash and cash equivalents, and Restricted Cash

Trade receivable and Note receivable

Related party payable

Accounts payable

Other current liabilities

Total liabilities

Net assets acquired

Approximately $ 7.19 million of goodwill arising from the acquisition

consists mainly of synergies expected from combining the operations of the Company and Allinyson Ltd.

None of the goodwill is

expected to be deductible for income tax purposes.

Restricted Cash

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

$ 380,750 and $ 0 , respectively.

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

As of December 31, 2022 and 2021, the balance of

restricted cash was $ 0 and $ 380,750 , respectively.

The details of restricted cash refer to the contingency section.

Account Receivable, Net

6 unchanged sentences

Beginning balance:

( 1,662,516 )

Additions to allowance

3 unchanged sentences

$ ( 366,301 )

$ ( 1,662,516 )

Advances and Prepayments to Suppliers

2 unchanged sentences

Prepayments consist of the following:

Investment deposit

Payment to suppliers and vendors

5 unchanged sentences

Finished goods

Allowance for inventory reserve

Plant and Equipment

5 unchanged sentences

( 10,149,207 )

( 10,200,203 )

Construction in progress

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

Depreciation expense for the year ended December 31, 2022 and 2021

was $ 1,307,839 and $ 2,212,080 , respectively.

Intangible Assets

3 unchanged sentences

( 1,001,444 )

Amortization expense for the twelve months ended December

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

As of December 31,

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

for investments purpose.

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

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

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

Amortization expense for the year ended December 31, 2022 and 2021

was $ 124,721 and $ 241,172 respectively.

Long term investment

The Company entered into an investment agreement with Xianning Xiangtian

Energy Holdings Group Co., Ltd to acquire 40 % of the equity interests in the company, with total consideration of $ 13.62 million, which

was paid in 2022.

The investment was accounted for under the equity method because the Company can exercise significant influence over

the company as the investee but does not own a majority of the equity interests in or control the company.

As of December 31, 2022, 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..

carrying amount of this equity method investment reflected the Company’s proportionate share of the equity in the investee company.

Besides, the Company made an initial investment of $ 2.87 million in

return for a limited partner interest in Shandong Ningwei New Energy Technology Co., Ltd.

The Company accounted for the investment using

the cost method, as the investment did not have a readily determinable fair value in 2022.

As of December 31, 2022 and December 31, 2021, the balance of long

term investment was $ 16,488,157 and $ 3,136,910 .

Investment in real estates

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..

As the use of those assets changed to self-use, those assets were reclassified

from investment to plant and equipment.

As of December 31, 2022 and December 31, 2021, the balance of investment

in real estates was $ 0 and $ 7,770,943 .

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.

As of December 31, 2022 and December 31, 2021, the balance of other

payable was $ 4,412,833 and $ 8,635,189 .

Other payables – third parties are those non-trade payables arising from transactions between

the Company and certain third parties.

Advance From Customer

For our operation, the proceeds received from sales are initially recorded

as advances from customers, which was usually related to unsatisfied performance obligations at the end of an applicable reporting period.

As of December 31, 2022, and December 31, 2021, the outstanding balance of the Advance from customers was $ 2,624,070 and $, 6,190,091 respectively.

Due to the generally short-term duration of the relevant contracts, most of the performance obligations are satisfied in the following

reporting period.

Related Parties Transaction

1 unchanged sentence

the outstanding balance due from related parties was $ 180,578 and $ 7,670,434 , 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.

Significant related parties comprised much

of the total outstanding balance as of December 31, 2022 are stated below:

As of December 31, 2022 and December 31, 2021, the outstanding balance

of $ 127,196 and $ Nil was due from Mr.Chen Xing, the management of the Shandong Yunchu;

As of December 31, 2022 and December 31, 2021, the outstanding balance

of $ 36,529 and $ Nil was due from Mr.Xiong Haiyan, the management of the Jingshan Sanhe;.

As of December 31, 2022 and December 31, 2021,the outstanding balance

of $ 16,853 and $ Nil was due from Mr.Lu Jun, the management of the Jingshan Sanhe.

These above nontrade receivables arising from

4 unchanged sentences

the outstanding balance due to related parties was $ 4,282,841 and $ 5,196,225 , 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.

Significant parties comprised much of the

total outstanding balance as of December 31, 2022 are stated below:

As of December 31, 2022 and December 31, 2021, the outstanding balance

of $ 986,417 and $ 1,077,529 was due to Ms.

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

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

31, 2021, was due to Mr.

As of December 31, 2022 and December 31, 2021,the outstanding balance

of $ Nil and $ 2,093,792 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.

on December 12, 2022, Ansheng

branch had been disposed of, then the balance between Ansheng branch and Mr.

Su Lei had not been recognized in the accompanying consolidated

financial statement.

As of December 31, 2022 and December 31, 2021, the outstanding balance

of $ 1,073,867 and $ 487,054 was due to Mr.

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

The outstanding balance of $ 352,902 as of December

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

The outstanding balance of $ 871,257 as of December

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

The outstanding balance of $ 313,691 as of December

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

The balance was advanced for working capital of

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

The changes in the carrying amount of goodwill

by reportable segment are as follows :

As of December 31, 2022 and December 31, 2021, the outstanding balance

of $ Nil and $ 352,902 was due to Wuxi Yangchang Chemical Machinery Factory, which has significant influence on Ansheng branch;

12, 2022, Ansheng branch had been disposed of, before the disposal of transaction, the balance between Ansheng branch and Wuxi Yangchang

Chemical Machinery Factory had been resolved.

As of December 31, 2022 and December 31, 2021, the outstanding balance

of $ 492 ,204and $ 871,257 was due to a couple of executives of the subsidiaries of the Company;

As of December 31, 2022 and December 31, 2021, the outstanding balance

of $ 287,167 and $ 313,691 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.

Goodwill represents the excess of the purchase price over the fair

value of the identifiable assets and liabilities acquired as a result of the Company’s acquisitions of interests in its subsidiaries

If the carrying amount of the goodwill exceeds its implied fair market value, an impairment loss is recognized in an amount

equal to that excess, not to exceed the carrying amount of the goodwill.

The changes in the carrying amount of goodwill by entities are

Balance as of December 31, 2020

Goodwill acquired through acquisition

Goodwill acquired

Goodwill impairment

( 2,339,829 )

Balance as of December 31, 2021

Goodwill acquired through acquisition

Goodwill acquired

Goodwill impairment

( 2,340,111 )

Disposal of subsidiaries

Balance as of December 31, 2022

The goodwill related to the acquisition of Fast Approach was impaired

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

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

The global COVID 19 pandemic was a significant macroeconomic factor

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

accordingly, after management considered different factors

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

less than the carrying value;

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

the then previously unimpaired carrying value.

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

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

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

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

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

The outstanding balances on short-term bank loans

consisted of the following:

Weighted average

interest rate

Rural Credit Cooperatives of Jilin Province, Jilin Branch

Due in November 2023

Loan from Anhui Langxi Rural Commercial Bank Of China

from Anhui Langxi Rural Commercial Bank Of China

Due in December 2021

Buildings and land use rights in the amount of

$ 10,178,520 are used as collateral for Jiling Branch.

The short-term bank loan which is denominated in Renminbi was primarily obtained

for general working capital.

The loan from Anhui Langxi Rural

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

As of December 31, 2021, the loan was

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

During the subsequent period, the Company is

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

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

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

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

to which Ansheng branch provides the plant with book value of

$ 3,812,106 as the collateral.

Advance from Customers

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

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

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

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

These advances are considered as contract liabilities.

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

Interest expense for the year ended December 31, 2022 and 2021 was

$ 291,032 and $ 283,712 respectively.

On May 9, 2019, the Company and its wholly owned

51 unchanged sentences

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

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

shares of common stock outstanding.

All of the Company’s continuing operations are

located in the PRC.

The corporate income tax rate in the PRC is 25 %.

The following tables provide the reconciliation

of the differences between the statutory and effective tax expenses for the years ended December 31, 2021 and 2020:

13, 2022, 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 7,000,000 shares of the Company’s common stock, par value $ 0.001 per

share, for an aggregate purchase price of $ 7,000,000 , representing a purchase price of $ 1.00 per Share.

On April 8, 2022, Planet Green

Holdings Corporation (Nevada) issued an aggregate of 7,500,000 shares of common stock to the equity holders of Allinyson Ltd.

for the acquisition of 100 % of the equity interest of Allinyson Ltd.

2022, the Company entered into a Securities Purchase Agreement, pursuant to which two investors agreed to purchase an aggregate of 10,000,000 shares

of the Company’s common stock, par value $ 0.001 per share, for an aggregate purchase price of $ 4,100,000 , representing a purchase

price of $ 0.41 per Share.

20, 2022, the Company acquired 30 % equity interest of the Xianning Xiangtian Energy Holdings Group Co., Ltd.

and the Company issued 12,000,000 shares

of common stock to the Sellers.

As of December

31, 2022, there were 72,081,930 shares of common stock outstanding.

United States

On December 22, 2017, the “Tax Cuts and

Jobs Act” (the “Act”) was enacted.

Under the provisions of the Act, the U.S.

corporate tax rate decreased from 34 % to

As the Company has a December 31 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S.

federal rate of 21 % for the Company’s fiscal year ending December 31, 2022 and 2021, respectively.

Accordingly, the Company has

remeasured the Company’s deferred tax assets on net operating loss carryforwards (“NOLs”) in the U.S at the lower enacted

cooperated tax rate of 21 %.

However, this remeasurement has no effect on the Company’s income tax expenses as the Company has provided

a 100 % valuation allowance on its deferred tax assets previously.

Additionally, the Act imposes a one-time transition

tax on deemed repatriation of historical earnings of foreign subsidiaries, and future foreign earnings are subject to U.S.

change in rate has caused the Company to remeasure all U.S.

deferred income tax assets and liabilities for temporary differences and NOLs

and recorded one time income tax payable to be paid in 8 years.

However, this one-time transition tax has no effect on the Company’s

income tax expenses as the Company has no undistributed foreign earnings prior to December 31, 2022 which the Company has foreign cumulative

losses at December 31, 2022.

British Virgin Islands

Planet Green Holdings Corporation BVI is incorporated

in the British Virgin Islands and is not subject to tax on income or capital gains under current British Virgin Islands law.

upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.

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

is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements

adjusted in accordance with relevant Hong Kong tax laws.

The applicable tax rate is 16.5 % in Hong Kong.

The Company did not make any provisions

for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception.

Under Hong Kong tax

law, Lucky Sky Planet Green Holdings Co., Limited (H.K.) is exempted from income tax on its foreign-derived income and there are no withholding

taxes in Hong Kong on remittance of dividends.

The Company PRC subsidiaries and VIEs and their

controlled entities are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is

calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices

in respect thereof.

Under the Enterprise Income Tax Laws of the PRC, Chinese enterprises are subject to income tax at a rate of 25 % after

appropriate tax adjustments.

Significant components of the income tax expense

consisted of the following for the years ended December 31, 2022 and 2021:

Loss attributed to PRC operations

$ ( 2,778,634 )

$ ( 5,540,404 )

Loss attributed to U.S.

15 unchanged sentences

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:

The Company evaluated the provisions of ASC 740

related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.

ASC 740 prescribes

a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects

to take in its tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination

by taxing authorities.

Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized

and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount

of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s

potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions

Reconciliation of effective income tax rate from

continuing operations is as follows for the years ended December 31, 2022 and 2021:

federal statutory income tax rate

14 unchanged sentences

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

Additions from Actual Events –issuance of shares for long-term investment

Basic Weighted Average Shares Outstanding

4 unchanged sentences

Concentrations

Customers Concentrations:

Concentrations :

The following table sets forth information about

6 unchanged sentences

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.

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 and $ 0.82 million respectively as of December 31,2022 and 2021, 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 Company’s lease agreements

2 unchanged sentences

31, 2022and 2021, rent expenses amounted to $ 424 ,241and $ 442,297 respectively.

The five-year maturity of the

Company’s lease obligations is presented below:

Twelve months ended December 31,

Operating lease amount

Total lease payment

Present value of lease liabilities

The weighted average remaining

lease term of its existing leases is 0.33 years.

For operating leases with a lease term of less than one year , the enterprise

no longer recognizes lease liabilities and Right-of-Use (ROU) assets, and the lease expense is amortized according to the straight-line

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

6 unchanged sentences

Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in the PRC.

Segment Reporting

The Company follows ASC 280, Segment Reporting,

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

and evaluating their performance.

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

factors, the primary measure being income from operations.

The Company’s primary business segment and

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

Bozhuang and Fast Approach.

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

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

Xianning Bozhuang and Fast Approach.

Accordingly, management believes that the consolidated balance sheets and statement of operations

provide the relevant information to assess Shandong Yunchu, Jingshan Sanhe, Anhui Ansheng,

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

Segment reporting

Fast Approach and Shanghai Shuning

Xianning Bozhuang

Jingshan Sanhe

Anhui Ansheng

Jilin Chuangyuan

Jiayi Technologies (Xianning) Co., Ltd.

Shandong Yunchu

Planet Green Holdings Corporation

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

Contingencies

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

legal actions arising in the ordinary course of business.

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

Technology Co., Ltd due to the dispute over the commercial contracts.

On November 16, 2021, Beijing Aerospace Star Technology Co., Ltd

applied for pre-litigation custody of property preservation with the local people’s Court of Langxi County, freezing Ansheng’s available

cash of $ 229,120 before filing the action.

The liabilities amounts have been accrued in the accompanying consolidated financial statements

for the year ended December 31, 2021.

As of December

31, 2021, the loan from Anhui Langxi Rural Commercial Bank Of China was overdue and the Company proposed to extend maturities on this

During the subsequent period, the Company is negotiating a loan extension with its bankers and it

is probable that the bank routinely keeps rolling over debt to keep the Company’s liquidity.

The Plaintiff(Wuxi Suxin Natural Gas Utilization Co., Ltd.) sued for

that the defendants (Anhui Xuanneng Natural Gas Energy Equipment Co., Ltd, Anhui Ansheng Petrochemical Equipment Co., Ltd and other related

individuals) have damaged the interest of creditors and the defendant should restitute the plaintiff’s mortgage loan principal as

well as the interest.

The case has now been transferred to the Changfeng County Court of Anhui Province for processing.

Meanwhile, due

to the impact of this case, Ansheng Company’s available cash of $ 151,630 was temporarily frozen by the court.

There was a few solid

evidence proves that Anhui Ansheng Petrochemical Equipment Co., Ltd.

and Anhui Xuanneng Natural Gas Energy Equipment Co., Ltd.

are independent

entities, management believes the possibility of unfavorable outcome occur is remote and there was not any negative or any contingency

impact on the 2021 Financial statements.

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 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.

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

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.

As of December 31, 2022, all

above issues have been resolved, and no negative impact on the accompanying consolidated financial statement.

Subsequent Events

The Company has assessed all events from December 31, 2021 up through

March 30, 2022, which is the date that these consolidated financial statements are available to be issued, unless as disclosed below,

there are not any material subsequent events that require disclosure in these consolidated financial statements.

On January 13, 2022, the Company has entered into a Share Purchase

Agreement with three investors.

Pursuant to the agreement, the Company will receive gross proceeds of $ 7,600,000 , in exchange for the

issuance of an aggregate of 7,000,000 shares of the Company’s common stock, representing a purchase price of approximately $ 1.00

On February 11, 2022, the Company has entered into a Share Purchase

Agreement with Xiaodong Cai, the shareholders of Anhui Ansheng Petrochemical Equipment Co., Ltd., pursuant to the Share Purchase Agreement,

the Company shall pay the Seller up to an aggregate of U.S.

$5,250,000 in exchange for 20.58% of the issued and outstanding shares of

Anhui Ansheng Petrochemical Equipment Co., Ltd.

After execution of this agreement, the Company held Ansheng’s 86.58%

issued and outstanding shares.

The Company evaluates subsequent

events that have occurred after the balance sheet date but before the financial statements are issued.

There are two types of subsequent

(1) recognized, or those that provide additional evidence with respect to conditions that existed at the dates of the balance

sheets, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide

evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date.

has analyzed its operations subsequent to December 31, 2022 to the date these audited consolidated financial statements were issued,

and has determined that it does not have any material events to disclose.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures