What changed in this filing

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Item 1. Business

2024-04-01 compared with 2023-03-31 · 237 added, 242 removed, 620 unchanged (44% of the section changed)

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Planet Green Holdings Corp.

“Planet Green”), headquartered in Flushing, NY, is not an operating company in the PRC but a Nevada holding company with

its operations conducted through its subsidiaries in the PRC, U.S., Hong Kong and Canada (the “Subsidiaries”) and

through contractual arrangements with its variable interest entity, Jilin Chuanyuan (the “VIE”), which is a company

incorporated in the PRC.

Planet Green is engaged in a number of diverse business activities, including consumer products, chemical

products, and online advertising and mobile game.

The VIE is consolidated for accounting purpose only and Planet Green does not

own any equity interest in the VIE.

Investors may never directly hold equity interests in the VIE.

The VIE structure is used to

provide investors with exposure to foreign investment in China-based companies where Chinese law prohibits or limits direct foreign

investment in the operating companies.

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

Investors of our securities thus are not purchasing equity interest in the VIE and their subsidiaries in China but

instead are purchasing equity interest in a Nevada holding company.

Such VIE arrangement is not identical to owning such entities

directly, and investors will own shares in a holding company with contracts with the VIE and will not have any equity ownership of

such VIE itself.

The VIE arrangement may not be as effective as direct ownership in providing us with control over the VIE.

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

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

Green”), headquartered in Flushing, NY, is not an operating company in the PRC but a Nevada holding company with its operations

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

with its variable interest entity, Jilin Chuanyuan (the “VIE”), which is a company incorporated in the PRC.

Planet Green is

engaged in a number of diverse business activities, including consumer products, chemical products, and online advertising and mobile

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

Investors may

never directly hold equity interests in the VIE.

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

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

However, our contractual

arrangements with the VIE are not equivalent of an investment in the VIE.

Investors of our securities thus are not purchasing equity interest

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

Such VIE arrangement

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

will not have any equity ownership of such VIE itself.

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

with control over the VIE.

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

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

the management level.

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

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

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

These remedies may include seeking

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

In the event we are unable to

enforce these VIE Agreements or we experience significant delays or other obstacles in the process of enforcing the VIE arrangement,

we may lose control over the assets owned by the VIE.

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

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

These remedies may include seeking specific performance

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

In the event we are unable to enforce these VIE Agreements

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

owned by the VIE.

Our corporate structure is subject to risks relating

to our contractual arrangements with our VIE and its shareholders.

Such contractual arrangements have not been tested in any of the

Such contractual arrangements have not been tested in any of the PRC

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

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

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

our rights under the contractual arrangements.

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

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

condition and results of operations of us.

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

decline in value or become worthless.

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

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

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

rights under the contractual arrangements.

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

could affect the enforceability of our contractual arrangements with our VIE and consequently, significantly affect the financial condition

and results of operations of us.

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

value or become worthless.

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

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

Under our corporate structure, our ability to pay

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As of December 31, 2023, the VIE owns $2,823,782 to our WFOE.

As of December 31, 2022, we were not

subject to any actual foreign exchange restrictions.

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

our PRC subsidiaries and the VIE as of the date of this annual report.

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

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

distributions to U.S.

We currently intend to retain all future earnings to finance the VIE’s and our subsidiaries’

operations and to expand their business.

As of December 31, 2023, we were not subject

to any actual foreign exchange restrictions.

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

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

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

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

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

and to expand their business.

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

Any limitation

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

ability to satisfy our liquidity requirements.

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

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

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

Any limitation on the

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

to satisfy our liquidity requirements.

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

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

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

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

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significantly decline or be worthless.

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

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

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

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

Because our operations are primarily located in

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

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

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

personal information in Hong Kong.

As of the date of this annual report, the two

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

any personal information in Hong Kong.

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

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

In order to operate our business, in addition

to the required regular business licenses, Jingshan Sanhe is required to obtain Permit for Hazardous Chemical Products, Jilin

Chuangyuan is required to obtain Safe Production License, and Shandong Yunchu is required to obtain Permit for Food Products.

the date of this annual report, our subsidiaries, WFOEs and VIE have received from PRC authorities all requisite licenses,

permissions, and approvals needed to engage in the businesses currently conducted in the PRC, and no permission or approval has been

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

requirements in a timely manner, or at all in the future.

Any failure of these entities to fully comply with such compliance

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

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

In order to operate our business, in addition to

the required regular business licenses, Jingshan Sanhe is required to obtain Permit for Hazardous Chemical Products, Jilin Chuangyuan

is required to obtain Safe Production License, and Shandong Yunchu is required to obtain Permit for Food Products.

As of the date of this

annual report, our subsidiaries, WFOEs and VIE have received from PRC authorities all requisite licenses, permissions, and approvals needed

to engage in the businesses currently conducted in the PRC, and no permission or approval has been denied.

However, we cannot assure

you that any of these entities will be able to receive clearance of such compliance requirements in a timely manner, or at all in the

Any failure of these entities to fully comply with such compliance requirements may cause our PRC subsidiaries or the PRC operating

entities to be unable to begin their new businesses or operations in the PRC, subject them to fines, relevant new businesses or operations

suspension for rectification, or other sanctions.

As advised by our PRC counsel, Hubei Kaicheng Law

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It markets and transports the best beef products from the world’s major agricultural

Shandong Yunchu has the mature global purchasing network and has gained the trust and authority of many international brands with

more than 7 years of development and accumulation.

Shandong Yunchu has the mature global purchasing network and has gained the trust and authority of many international brands

with more than 8 years of development and accumulation.

Beef products are marketed domestically to food retailers, foodservice distributors,

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principal marketing and competitive strategy, which includes:

● identifying

target markets for value-added products;

● concentrating

production, sales and marketing efforts to appeal to and enhance demand from those markets;

our national distribution systems and customer support services.

identifying target markets for value-added products;

concentrating production, sales and marketing efforts to appeal to and enhance demand from those markets;

utilizing our national distribution systems and customer support services.

Past efforts indicate customer demand can be increased

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Chemical Business

Jilin Chuangyuan is a leading chemical

enterprise integrating R & D, production and sales.

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

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

The main products are sold to wood-based panel, chemical, pharmaceutical and construction enterprises in Jilin and Liaoning

Jilin Chuangyuan has two formaldehyde production lines, eight rubber production units, one methylal production line and

one clean fuel oil production line, which produces 270,000 tons of chemical products every year.

Its products include mainly

Industrial formaldehyde, E1 grade, E0 grade and UF resin for waterproof particleboard.

Jingshan Sanhe has four production lines on an 11,000-square-meter

facility and capacities to complete manufacturing, labeling, and packaging.

Jingshan Sanhe researches, manufactures and distributes ethanol

fuel products in China.

Jilin Chuangyuan is a leading chemical enterprise

integrating R & D, production and sales.

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

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

The main products are

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

Jilin Chuangyuan has

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

which produces 270,000 tons of chemical products every year.

Its products include mainly Industrial formaldehyde, E1 grade, E0 grade and

UF resin for waterproof particleboard.

Jingshan Sanhe has four production lines on an

11,000-square-meter facility and capacities to complete manufacturing, labeling, and packaging.

Jingshan Sanhe researches, manufactures

and distributes ethanol fuel products in China.

The specialty chemical industry comprises a number

of companies similar in size to the Jilin Chuangyuan, as well as companies larger and smaller than Jilin Chuangyuan.

The Company cannot readily

determine its precise competitive position in every industry it serves.

However, the Company estimates it holds a leading regional position

in the market for production of formaldehyde and urea formaldehyde glue in Chinese northeast provinces.

Competition in the industry is

based primarily on the ability to supply products that meet the needs of the customer and to a lesser extent, on price.

The Company cannot

readily determine its precise competitive position in every industry it serves.

However, the Company estimates it holds a leading regional

position in the market for production of formaldehyde and urea formaldehyde glue in Chinese northeast provinces.

Competition in the industry

is based primarily on the ability to supply products that meet the needs of the customer and to a lesser extent, on price.

Since its inception,

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Advertising Business and Mobile Game Business

Fast Approach is a North America demand

side platform that directly connects to Chinese market without middleman and is supported by world class data science researchers among

some well-respected universities in North America.

A demand-side platform is a system that allows buyers of digital advertising inventory

to manage multiple ad exchange and data exchange through one interface.

Fast Approach builds full audience scale model, extracts audience

features, optimizes advertising campaign strategies.

Fast Approach is a North America demand side platform

that directly connects to Chinese market without middleman and is supported by world class data science researchers among some well-respected

universities in North America.

A demand-side platform is a system that allows buyers of digital advertising inventory to manage multiple

ad exchange and data exchange through one interface.

Fast Approach builds full audience scale model, extracts audience features, optimizes

advertising campaign strategies.

Allinyson is an entrepreneurial game company which

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overall APP ranking in the Philippines.

The Trade Desk is the largest, independent

programmatic advertising DSP for digital media buyers in the world.

The Trade Desk launched its programmatic ad buying platform in

China, in 2019 facilitating access to Chinese media companies, such as Alibaba, Tencent and Baidu Exchange Services.

The Trade Desk

is the major competitor in north American.

The Trade Desk is the largest, independent programmatic

advertising DSP for digital media buyers in the world.

The Trade Desk launched its programmatic ad buying platform in China, in 2019 facilitating

access to Chinese media companies, such as Alibaba, Tencent and Baidu Exchange Services.

The Trade Desk is the major competitor in north

The market for mobile game is fragmental

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

We obtain our raw materials primarily from domestic procurement for

our tea production, formaldehyde and methanol products.

We obtain our raw materials primarily from domestic

procurement for our tea production, formaldehyde and methanol products.

Shandong Yunchu carries out our beef products business.

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On January 4, 2021, through Jiayi Technologies,

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

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

The Company is considered

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

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

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

VIE agreements with Jingshan Sanhe on the same date.

the Company entered into a series of VIE agreements with Jingshan Sanhe as well as its shareholders.

The Company is considered the primary

beneficiary of Jingshan Sanhe and it consolidates its accounts as VIE.

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

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

with Jingshan Sanhe on the same date.

On September 14, 2022, the Company and Hubei Bulaisi,

a subsidiary of the Company, entered into a Share Purchase Agreement with a shareholder of Jingshan Sanhe Luckysky acquiring the remaining

15% of the outstanding equity interests of Jingshan Sanhe Luckysky.

Upon closing of the transaction, Hubei Bulaisi, acquired 100% equity

ownership of Jingshan Sanhe Luckysky.

On December 9, 2021, the Company and Jiayi Technologies,

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equity ownership of Allinyson.

On September 14, 2022, the Company and Hubei Bulaisi,

a subsidiary of the Company, entered into a Share Purchase Agreement with a shareholder of Jingshan Sanhe Luckysky acquiring the remaining

15% of the outstanding equity interests of Jingshan Sanhe Luckysky.

Upon closing of the transaction, Hubei Bulaisi, acquired 100% equity

ownership of Jingshan Sanhe Luckysky.

On December 16, 2022, Jiayi Technologies, a subsidiary

of the Company, entered into a Termination Agreement with Anhui Ansheng and its shareholder to terminate all VIE arrangements with Anhui

As a result of the completion of the transaction, the Company no longer consolidates Ansheng’s financial statements into

the financial statements of the Company for accounting purpose.

VIE Arrangements

We currently have Jilin Chuangyuan as VIE under its corporate structure.

We currently have Jilin Chuangyuan as VIE under

its corporate structure.

The Company is considered the primary beneficiary of the VIE only for accounting purpose.

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As discussed above, we operate a portion of business

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

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

The VIE structure provides our business operations in China with

contractual exposure to foreign investment.

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

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

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

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

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

If the PRC government deems that the contractual arrangements

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

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

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

It is uncertain whether

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

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

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

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

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

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

the VIE’s ability to transfer cash and assets.

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

to exert influence on the business operations of the VIE.

The VIE structure provides our business operations in China with contractual

exposure to foreign investment.

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

are purchasing equity securities of our ultimate Nevada holding company rather than purchasing equity securities of the VIE.

Chinese regulatory

authorities could disallow this structure, which would likely result in a material change in our and/or the VIE’s operations and/or

a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities

to significantly decline or become worthless.

If the PRC government deems that the contractual arrangements with the consolidated VIE

domiciled in China do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations

or the interpretation of existing regulations change or are interpreted differently in the future, we, our subsidiaries and the VIE could

be subject to severe penalties or be forced to relinquish their interests in those operations.

It is uncertain whether any new PRC laws

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

In addition, to

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

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

To the extent cash

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

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

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

ability to transfer cash and assets.

Cash Flows through Our Organization:

Planet Green is a holding company with no

material operations of its own.

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

respective subsidiaries.

Planet Green is a holding company with no material

operations of its own.

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

subsidiaries.

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

(1) we may transfer funds to our

WFOEs through our Hong Kong subsidiaries, Promising Prospect HK Limited, and Bless Chemical Co., Ltd.

(HK) by additional capital

contributions or shareholder loans, as the case may be;

(2) the VIE may pay service fees to our PRC subsidiaries for services

rendered by our PRC subsidiaries;

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

Hong Kong subsidiaries, Promising Prospect HK Limited, and Bless Chemical Co., Ltd.

(HK) by additional capital contributions or shareholder

loans, as the case may be;

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

our PRC subsidiaries may pay service fees to the VIE for services rendered by the VIE;

(4) our PRC subsidiaries may make dividends or other distributions to Planet Green.

We do not have cash management policies

dictating how funds are transferred throughout our organization.

We may encounter difficulties in our ability to transfer cash

between PRC subsidiaries and non-PRC subsidiaries largely due to various PRC laws and regulations imposed on foreign exchange.

intend to distribute dividends through Planet Green, our WFOEs will transfer the dividends to our Hong Kong subsidiaries in

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

Green, and the dividends will be distributed from the Planet Green to all shareholders respectively in proportion to the shares they

hold, regardless of whether the shareholders are U.S.

and (4) our PRC subsidiaries may make dividends

or other distributions to Planet Green.

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

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

PRC laws and regulations imposed on foreign exchange.

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

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

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

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

investors or investors in other countries or regions.

There can be no

assurance the PRC government will not intervene or impose restrictions on the Company’s ability to transfer cash out of China.

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

out of China.

In 2023 our PRC subsidiaries did not receive any cash benefits from the VIEs for services rendered to the VIEs and their

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As of December 31, 2023, our VIE owned $2,823,782 to our WOEFs as loan.

As of December 31, 2022, we were not subject

to any actual foreign exchange restrictions.

As of December 31, 2023, we were not subject to

any actual foreign exchange restrictions.

We have no present plans to distribute earnings

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Recent Regulatory Development

As we conduct substantially all of our operations in China, we are

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

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

regulations may materially and adversely affect our business, financial condition and results of operations.

PRC laws and regulations

governing our current business operations are sometimes vague and uncertain, and therefore, these risks may result in a material change

in our operations and the value of our common stock or could significantly limit or completely hinder our ability to offer or continue

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

Recently, the PRC

government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in

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

companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly

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

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

does not involve large-scale collection of user data, implicate cybersecurity, or involve any other type of restricted industry.

advised by our PRC counsel, Hubei Kaicheng Law Office, as of the date of this Annual Report, no relevant laws or regulations in the PRC

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

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

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

However, since

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

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

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

As we conduct substantially all of our operations

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

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

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

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

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

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

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

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

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

in anti-monopoly enforcement.

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

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

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

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

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

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

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

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

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

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

or other foreign exchange.

The Standing Committee of the National

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

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

securities in the U.S.

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

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

exchange, our operations could be adversely affected, directly

or indirectly;

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

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

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

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

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

The Standing Committee of

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

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

before offering securities in the U.S.

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

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

exchange, our operations could be adversely affected,

directly or indirectly;

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

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

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

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

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

by PRC governmental with little advance notice.

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

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

before making a decision to purchase any of our securities.

Enforcement of Civil Liabilities

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Jilin Chuangyuan***

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

Became a subsidiary in September 2021.

Became a VIE in March 2021.

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

a subsidiary in September 2021.

a VIE in March 2021.

Production Lines

We currently manufacture our products using production lines.

The production process for our cyan brick tea products

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

The production process for our cyan brick tea

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

The production

1 unchanged sentence

grading according to color, prompting fragrance, packing and warehousing.

The production process for our green tea products involves selecting

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

The production process for our green tea products involves

selecting and sorting the fresh leaves, airing, fixating, cooling, rolling, stir drying, selecting and grading, prompting fragrance,

packing and warehousing.

The production process for our formaldehyde products

23 unchanged sentences

product is formed after cooling treatment.

The production process for our clean fuel oil is

illustrated as follows.

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

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

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

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

The production process for our clean fuel

oil is illustrated as follows.

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

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

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

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

The production process for our construction rubber

53 unchanged sentences

Our Customers

Our products are sold both in Chinese domestic

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

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

Province, China.

Our products are sold in Chinese domestic market.

As to our formaldehyde products, vehicles gasoline

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

formaldehyde in Jilin Province, China.

When it comes to manufacturing and sales of synthetic

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

Shandong Yunchu distributes beef products in China including several

major beef products providers and distributors in China, such as Henan Hengdu Food Co., Ltd., Shanxi Pingyao Beef Group, Shandong Delis

Food Co., Ltd.

Shandong Yunchu distributes beef products in China

including several major beef products providers and distributors in China, such as Henan Hengdu Food Co., Ltd., Shanxi Pingyao Beef Group,

Shandong Delis Food Co., Ltd.

and Heilongjiang Binxi Group.

Our Sales and Marketing Efforts

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

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

In 2022, our marketing and branding efforts mainly focus on internet advertising

and long-term customers.

We have not spent a significant amount of capital

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

In 2023, our marketing and branding efforts mainly focus

on internet advertising and long-term customers.

Intellectual Property

41 unchanged sentences

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

innovation laboratory.

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

Beihua University.

Specifically, it is a kind of urea formaldehyde resin adhesive with ultra-low formaldehyde emission and its preparation

process, ZL 201510055885x.

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

innovation laboratory by 3 high-end scientific research experts.

The company currently carries out a project of transformation of scientific

and technological achievements with Beihua University.

Specifically, it is a kind of urea formaldehyde resin adhesive with ultra-low formaldehyde

emission and its preparation process, ZL 201510055885x.

At the same time, as a participant, the project is applying for the national science

and technology progress award.

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

On top of that, the company also successfully

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

for E0 grade and F grade particleboard with UFC.

On top of that, the

company also successfully developed the urea formaldehyde resin for E1 grade waterproof particleboard, E0 grade and F grade particleboard,

as well as the UF resin for E0 grade and F grade particleboard with UFC.

We rely heavily on customer feedback to assist

34 unchanged sentences

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 1. Business