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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-31 · 802 added, 1237 removed, 858 unchanged (70% of the section changed)

1 unchanged sentence

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, 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.

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.

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.

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, 2023.

Based on that evaluation, our Chief Executive Officer

and Chief Financial Officer concluded that as of December 31, 2023, our disclosure controls and procedures were not effective due to

the material weakness in our internal control over financial reporting described below.

Controls over Financial Reporting

Annual Report on Internal Control over Financial Reporting.

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, 2023, our internal controls over financial

reporting were not effective.

The significant deficiency identified by our management as of December

31, 2023, 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.

for training as accountants, and have not attended extended educational programs that would provide sufficient relevant education relating

Our staff will require substantial training to meet the demands of a U.S.

public company and our staff’s understanding

of the requirements of U.S.

GAAP-based reporting are inadequate.

Remediation Initiative

We plan to provide U.S.

GAAP training sessions

to our accounting team.

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

GAAP reporting

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

We plan to continue

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

and employ more qualified accounting staff in the future.

Changes in Internal Controls 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 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.

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.

plan to provide U.S.

GAAP training sessions to our accounting team.

The training sessions will be organized to help our corporate accounting

team gain experience in U.S.

GAAP reporting and to enhance their awareness of new and emerging pronouncements with potential impact on

our financial reporting.

We plan to continue to recruit experienced and professional accounting and financial personnel and participate

in educational seminars, tutorials, and conferences and employ more qualified accounting staff in the future.

in Internal Controls over Financial Reporting

than as described above, during the fiscal year ended December 31, 2023, 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.

Limitations over Internal Controls.

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:

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

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.

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

No matter how well designed and operated, a control system can provide only reasonable, not absolute, assurance that the objectives of

the control system are met.

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

benefits of such controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no

evaluation of internal controls can provide absolute assurance that all control issues and instances of misstatements, if any, have been

detected or prevented.

Also, projections of any evaluation of the effectiveness of controls in future periods are subject to the risk

that those internal controls may become inadequate because of changes in conditions or that the degree of compliance with the policies

or procedures may deteriorate.

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not Applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Officers

The following table sets forth the name, age and

position of each of our current directors and officers.

following table sets forth the name, age and position of each of our current directors and officers.

Chairman and Chief Executive Officer

1 unchanged sentence

King Fai Leung

Bin Zhou has served as a director of

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

He has served as chairman of the

board of directors of Xianning Bozhuang since March 2019.

Zhou was the general manager and legal representative of Hubei Qianding

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

He also served as supervisor

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

Zhou received

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

Lili Hu has served as the Chief Financial

Officer of the Company since June 2019.

Bin Zhou has served as a director of the Company since May 2019 and served as our Chief Executive Officer and Chairman since October

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.

Hu has served as the financial director of Xianning Bozhuang Tea Products Co., Ltd., a wholly-owned subsidiary of the Company, since

From June 2016 to June 2018, Ms.

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

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

From May 2014 to May 2016, Ms.

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

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

From January 2009 to December 2013, 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.

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

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

company in China.

From January 2006 to June 2008, Ms.

Hu was the Chief Financial Officer of Hubei Hongfa Telecommunications Co., Ltd.,

a telecommunications company in China.

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

Hu is a Certified Public Accountant in China.

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.

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.

since April 2018.

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.

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.

Pu is 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

0567), since June 2015.

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.

In addition, Mr.

Leung served as directors in various public companies, including Kirin Group Holdings

Limited, an investment holding company principally engaged in the financial related business (HKG:

8109), Biostar Pharmaceuticals, Inc.,

a pharmaceutical and medical nutrient products company (OTC Pink:

BSPM), and Hao Wen Holdings Limited, an investment holding company

principally engaged in the manufacture and trading of biomass fuel in China (HKG:

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 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 received her LL.B.

She has been 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,

Cao worked as a compliance officer at Qingdao Inter-Credit Group Wuhan Branch, a business consulting company.

Cao received her

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

are no arrangements or understandings between any of our directors, officers and any other person pursuant to which any director was

selected to serve as a director or officers of our company.

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

Our executive officers are appointed by our

Board and serve at their discretion.

There are no family relationships among our directors or officers.

Board of Directors

Our Board met on twelve occasions during fiscal

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

Audit Committee

The Audit Committee assists our Board in monitoring:

our accounting, auditing, and financial reporting processes;

the integrity of our financial statements;

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

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.

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

There are no family relationships among our directors

Board met on twelve occasions during fiscal year 2023.

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 2023.

Audit Committee assists our Board in monitoring:

our accounting, auditing,

and financial reporting processes;

the integrity of our financial

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.

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, 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

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 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 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, 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 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;

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,

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

During the fiscal year ended December 31, 2023, our Audit Committee held

three meetings.

functions of the Compensation Committee are as follows:

to assist our Board in discharging

its responsibilities with respect to compensation of our executive officers and directors;

to evaluate the performance

of our executive officers;

to assist our Board in developing

succession plans for executive officers;

to administer our stock and

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

current members of the Compensation Committee are Luojie Pu, King Fai Leung and Yang Cao.

Pu is the chairman of the Compensation

All current members of the Compensation Committee are independent directors, and all past members were independent directors

at all times during their service on such Committee.

None of the past or present members of our Compensation Committee are present or

past employees or officers of the Company or any of our subsidiaries.

No member of the Compensation Committee has had any relationship

with us requiring disclosure under Item 404 of Regulation S-K.

None of our executive officers serves on the Board of Directors or compensation

committee of a company that has an executive officer that serves on our Board of Directors or Compensation Committee.

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

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 2023.

and Corporate Governance

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

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.

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.

During the fiscal year 2023, our Nominating and Corporate Governance Committee held one

Nominations for Director

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, NY, 11354.

Any such proposal shall contain the name, holdings of our securities and contact information

of the person making the nomination;

the candidate’s name, address and other contact information;

any direct or indirect holdings of our securities by the nominee;

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

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.

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.

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.

Committee Interlocks and Insider Participation

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.

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

Planet Green Holdings Corp., c/o Board of Director Office, 130-30 31 st Ave, Suite 512, Flushing, NY, 11354.

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

the Company’s knowledge, other than the litigation brought by Daqi Cui against the Company, 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, 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

Chairman, Chief Executive Officer and Director

Compensation Table

following table sets forth information concerning all forms of compensation earned by our named executive officers during the fiscal

years ended December 31, 2022 and 2023 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, 2022 or 2023.

Name and Principal Position

Chairman, Chief Executive

Officer and Director

Chief Financial Officer

King Fai Leung,

In October 2020, the Board appointed Bin Zhou as a member of the Board

and the Chief Executive Officer.

Pursuant to the employment agreement with Mr.

October 2020, the Board appointed Bin Zhou as a member of the Board and the Chief Executive Officer.

Pursuant to the employment agreement

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 dated June 24, 2022 with Ms.

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

Pursuant to the employment agreement dated June 24, 2022

Hu, we are obligated to pay Ms.

Hu a compensation of $84,000

In August 2022, the Board appointed Luojie Pu to

serve as the Director.

Hu a compensation of $84,000 per year.

August 2022, the Board appointed Luojie Pu to serve as the Director.

Pursuant to the employment agreement with Ms.

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.

Pu, we are obligated

Pu a compensation of $24,000 per year.

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

In March 2020 the Board appointed Yang Cao to serve

as the Director.

Leung, we are obligated

Leung a compensation of $21,600 per year.

March 2020 the Board appointed Yang Cao to serve as the Director.

Pursuant to the employment agreement with Ms.

Cao, we are obligated to pay Ms.

Cao, we are obligated

Cao a compensation of $24,000 per year.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED SHAREHOLDER MATTERS

The following table sets forth information regarding

beneficial ownership of our common stock as of 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., 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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

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.

otherwise specified, the address of each of the persons set forth below is c/o Planet Green Holdings Corp., 130-30 31 st Ave,

Suite 512, Flushing, NY 11354.

the table below, percentage ownership is based on 72,081,930 shares of our common stock outstanding as of December 31, 2023.

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

Bin Zhou, Chairman, Chief Executive Officer and Director

Bin Zhou, Chairman, Chief Executive

Officer and Director

Lili Hu, Chief Financial Officer

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Yang Cao, Director

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

Changes in Control

There are currently no arrangements which would

result in a change in control of us.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE .

Related Party Transactions

Policy for Approval of Related Party Transactions

Our Audit Committee Charter provides that all related

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

Director Independence

NYSE American listing standards require that a

majority of our Board of Directors be independent.

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

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

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

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.

All executive officers,

directors and director nominees as a group (seven individuals)

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE .

Party Transactions

for Approval of Related Party Transactions

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

Audit Committee.

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 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, 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.

Accounting fees consisted of the following as of December 31, 2023

and December 31, 2022:

Accounting fees

is the Company’s independent registered

public accounting firm for the fiscal years ended December 31, 2022 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.

during such periods.

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.YCM CPA Inc.

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

December 31, 2023 and the accounting fees such period were $400,000.

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.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) (1 and 2) Financial Statement and Schedules

The financial statements contained in the “Audited

Financial Statements” beginning on page F-1 of this annual report on Form 10-K.

Articles of Incorporation of the registrant, as filed with the Nevada Secretary of State on June 15, 2009.

Incorporated by reference to Exhibit 3.1 to the registrant’s registration statement on Form S-3 filed on January 29, 2010.

Certificate of Amendment of the registrant, as filed with the Nevada Secretary of State on September 28, 2018.

Incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed on October 2, 2018.

Bylaws of the registrant.

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

(1 and 2) Financial Statement and Schedules

financial statements contained in the “Audited Financial Statements” beginning on page F-1 of this annual report on Form

of Incorporation of the registrant, as filed with the Nevada Secretary of State on June 15, 2009.

Incorporated by reference to Exhibit

3.1 to the registrant’s registration statement on Form S-3 filed on January 29, 2010.

of Amendment of the registrant, as filed with the Nevada Secretary of State on September 28, 2018.

Incorporated by reference to Exhibit

3.1 to the registrant’s current report on Form 8-K filed on October 2, 2018.

of the registrant.

Incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form S-3 filed on

January 29, 2010.

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

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.

Incorporated by reference to Exhibit 14 to the registrant’s current report on Form 8-K filed on May 9, 2007.

Purchase Agreement, dated as of June 27, 2023, by and among Planet Green Holdings Corp.

and Bochuang (Hubei) New Energy Co., Ltd.

Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on June 27, 2023.

Incorporated by reference to Exhibit 10.2 to the registrant’s current report on Form 8-K filed on June 27, 2023.

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

Incorporated by reference to Exhibit 14 to the registrant’s current

report on Form 8-K filed on May 9, 2007.

List of subsidiaries of the registrant.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer, pursuant to 18 U.S.C.

Certification

of Chief Financial Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Planet Green Holdings Corp.

Clawback Policy

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Inline XBRL Taxonomy Extension

Schema Document.

Inline XBRL Taxonomy Extension

Calculation Linkbase Document.

Inline XBRL Taxonomy Extension

Definition Linkbase Document.

Inline XBRL Taxonomy Extension

Label Linkbase Document.

Inline XBRL Taxonomy Extension

Presentation Linkbase Document.

Cover Page Interactive

Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith

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FORM 10-K SUMMARY

Not applicable.

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.

March 31, 2023

HOLDINGS CORP.

April 01, 2024

Bin Zhou, Chief Executive Officer and Chairman

1 unchanged sentence

Lili Hu, Chief Financial Officer

(Principal Financial and Accounting Officer)

(Principal Financial and Accounting

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

March 31, 2023

Chief Executive Officer and

April 01, 2024

(Principal Executive Officer)

Chief Financial Officer and Director

March 31, 2023

(Principal Financial Officer and Principal Accounting Officer)

/s/ Luojie Pu

March 31, 2023

/s/ King Fai Leung

Chief Financial Officer and

April 01, 2024

(Principal Financial Officer

and Principal Accounting Officer)

April 01, 2024

King Fai Leung

PLANET GREEN HOLDINGS CORP.

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2022 AND 202 1

April 01, 2024

PLANET GREEN HOLDINGS

CONSOLIDATED FINANCIAL

(Stated in US Dollars)

Report of Independent Registered Public Accounting Firm

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

CONTENTS PAGES

Report of Independent Registered Public Accounting Firm (PCAOB ID # 6781 ) F-2

Consolidated Balance Sheets as of December 31, 2023 and 2022 F-5

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2023 and 2022 F-6

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 F-8

Notes to Consolidated Financial Statements F-9 to F-26

Report of Independent

Registered Public Accounting Firm

To the Board of Directors and the shareholders

Planet Green Holdings Corp.

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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.

balance sheets of Planet Green Holdings Corp.

and its subsidiaries (collectively, the “Company”) as of December 31, 2023 and

2022, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholder’s equity, and

cash flows for the years ended December 31, 2023 and 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, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022,

in conformity with accounting principles generally accepted in the United States of America.

Going Concern

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and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

1 unchanged sentence

engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

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Accordingly, we express no such opinion.

Our audit included performing procedures to assess

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

2 unchanged sentences

consolidated financial statements.

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

Our audits 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

We believe that our audits provide

a reasonable basis for our opinion.

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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 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.

As discussed in Note 2 and Note 14 to the consolidated

financial statements, the Company’s goodwill balance was $4.72 million as of December 31, 2023.

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 Company utilizes a discounted cash flow methodology

to calculate the fair value of its reporting units, which requires management to make significant estimates and assumptions related to

projected revenue growth rates, discount rates, and earnings before interest, taxes, depreciation and amortization (“EBITDA”).

Changes in these assumptions could have a significant impact on the fair value of the reporting unit and the amount of any goodwill impairment

In the year of 2023, 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 not impaired.

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.

These procedures included (i) We

performed a retrospective review comparing actual revenue and EBITDA results of the reporting unit for 2023 to the forecasted results

(ii) We performed a retrospective review comparing management’s estimates and assumptions relating to revenue, EBITDA,

and EBITDA margin projections for the reporting unit used for the purpose of current year’s annual impairment test to the projections

previously used in connection with the prior year annual impairment test.

(iii) We evaluated the consistency of estimates and assumptions

relating to revenue and EBITDA growth inherent in the discounted cash flow model for the reporting unit to those used by management in

other annual forecasting activities.

(iv) With the assistance of our fair value specialists, we evaluated (1) the valuation methodology

used and (2) the projections of long-term revenue growth and the discount rates by testing the underlying source information, and by developing

a range of independent estimates and comparing those to the rates selected by management.

(v) We performed sensitivity analysis.

of the Matter

At December 31, 2023, the Company’s net

inventory balance was $1.95 million.

As discussed in Note 2 to the consolidated financial statements, the Company adjusts the inventory

carrying value to the lower of actual cost or the estimated net realizable value after completing ongoing reviews of on-hand inventory

quantities exceeding forecasted demand, and by considering recent historical activity as well as anticipated demand.

Auditing management’s inventory excess and

obsolescence reserves involved significant judgment because the estimates are based on several factors that are affected by market, industry,

and competitive conditions outside the Company’s control.

In estimating excess and obsolescence reserves, management developed certain

assumptions, including forecasted demand which are sensitive to the competitiveness of product offerings, customer requirements, and product

These significant assumptions are forward-looking and could be affected by future economic and market conditions.

Addressed the Matter in Our Audit

We obtained an understanding of internal controls

over the Company’s inventory excess and obsolescence reserves estimation process, including the basis for developing the above-described

assumptions and management’s judgments.

Our audit procedures included, among others, with

the assistance of our fair value specialists, testing the reasonableness of management’s key assumptions and judgments and testing

the accuracy and completeness of the underlying data used to determine the amount of excess and obsolescence reserves.

We compared the

quantities and carrying value of on-hand inventories to related unit sales.

We also evaluated industry and market factors and performed

sensitivity analysis over the forecasted demand used by management to determine necessary changes in the inventory excess and obsolescence

/s/ YCM CPA, Inc.

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Irvine, California

March 31, 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Planet Green Holdings Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Planet Green Holdings Corp.

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

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company had

incurred substantial losses during the year, has substantial accumulated deficit and has a working capital deficit, which raises substantial

doubt about its ability to continue as a going concern.

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

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is

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

to the audit committee and that:

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

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

The communication of critical audit matters does not alter

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

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

Evaluation of the carrying value of goodwill

in the Canadian and Jingshan Sanhe reporting units

As discussed in Note 2 to the consolidated financial

statements, the Company performs a goodwill impairment test on an annual basis or whenever events or changes in circumstances indicate

that the carrying value of a reporting unit might exceed its fair value.

The discount rate applied to projected cash flows is important

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

last quarter of 2021, the Company performed an annual goodwill impairment test in response to the decline in current market conditions

as a result of the COVID-19 pandemic.

The goodwill was determined to be impaired, and impairment losses of $3.26 million was recorded.

We identified the evaluation of the discount rate

applied to projected cash flows used in the assessment of the carrying value of goodwill for the reporting unit, for which such assumptions

are used by the Company in the determination of goodwill impairment losses, as a critical audit matter.

Specifically, the evaluation of

these assumptions required the application of subjective auditor judgment because changes to these assumptions may have a substantial

impact on the determination of fair value of the reporting unit.

We gathered data and evidence to performed sensitivity analyses to determine

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

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.

Certified Public Accountants

We have served as the Company’s auditor since 2007

San Mateo, California

March 30, 2022

April 1, 2024

Planet Green Holdings Corp.

Consolidated Balance Sheets

of December 31, 2022 and 2021

(Stated in US Dollars)

Consolidated Balance

Current assets

Cash and cash equivalents

Restricted cash

Accounts receivable, net

Trade accounts receivable, net

Advances to suppliers

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Construction in progress, net

Prepayment investments

Long-term investments

Investment in real estates

Deferred tax assets

Right-of-use assets

Total non-current assets

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Other payables-related parties

Lease liabilities-current portion

Deferred income

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Total liabilities

Commitments and contingencies

Stockholders’ equity

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$ 0.001 par value, 200,000,000 shares authorized;

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

Issued and outstanding as of December 31, 2022 and 2021

72,081,930 shares issued and outstanding as of December 31, 2023 and 2022, respectively.

Additional paid-in capital

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Accumulated other comprehensive income

Non-controlling interests

Total stockholders’ equity

Total liabilities and stockholders’ equity

See Accompanying Notes to the Financial Statements

See Accompanying Notes to the Financial

Planet Green Holdings Corp.

Statements of Operations and Comprehensive (Loss) Income

For the Years Ended December 31, 2022 and 2021

in US Dollars)

Consolidated Statements

of Operations and Comprehensive (Loss) Income

For the Years Ended

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Total operating expenses

Operating (loss) income

Operating loss

( 8,772,333 )

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( 10,385,862 )

Loss on disposal of equity investments

( 10,848,632 )

Total other (expenses) income

Total other expenses

( 12,036,160 )

( 9,994,528 )

(Loss) income before income taxes

Loss before income taxes

( 20,808,493 )

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( 25,934,935 )

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

Net loss attributable to non-controlling interest

Net loss attributable to common shareholders

$ ( 20,843,796 )

$ ( 25,808,418 )

Net (loss) income

( 20,843,796 )

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( 3,018,815 )

Total comprehensive (loss) income

( 28,953,750 )

( 9,229,139 )

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

Comprehensive (loss) income attribute to common share holders

Total comprehensive loss

( 21,146,286 )

( 28,953,750 )

(Loss) earnings per common share - basic and diluted

Loss per share of common stock - basic and diluted

Continuing operations

Discontinued operations

Common shareholders

Basic and diluted weighted average shares outstanding

See Accompanying Notes to the Financial Statements

See Accompanying Notes to the Financial

Planet Green Holdings Corp.

Consolidated Statements of Changes in Stockholders’ Equity

the Years Ended December 31, 2022 and 2021

(Stated in US Dollars)

Consolidated Statements of Changes

in Stockholders’ Equity

For the Years Ended December

31, 2023 and 2022

Comprehensive

1 unchanged sentence

$ 133,232,224

Net (loss) income

$ ( 94,072,383 )

( 9,991,102 )

Issuance of shares for acquisition

Issuance of common stock for cash

Stock-based compensation and issue of employee benefit plan stock

Acquiring subsidiaries

Foreign currency translation adjustment

Balance, December 31, 2021

$ 133,232,224

$ ( 94,072,383 )

Balance, January 1, 2022

$ 133,232,224

$ ( 94,072,383 )

Net (loss) income

4 unchanged sentences

Issuance of shares for long-term investment

Acquisition of additional noncontrolling interest

Acquiring non-controling interests

( 2,721,507 )

9 unchanged sentences

$ ( 119,880,801 )

Balance, January 1, 2023

$ ( 119,880,801 )

( 20,843,796 )

Foreign currency translation adjustment

Balance, December 31, 2023

$ ( 140,724,597 )

See Accompanying Notes to the Financial Statements

1 unchanged sentence

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2022 and 2021

For the Years Ended December 31,

2023 and 2022

(Stated in US Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income

CASH FLOWS FROM OPFRATING ACTIVITIFS:

$ ( 20,843,796 )

1 unchanged sentence

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

share-based compensation expense

Impairment of inventories

Impairment of goodwill

Loss on disposal of equity investments

Share of losses from equity method investments

(Recovery of) allowance for doubtful accounts

Allowance for doubtful accounts

Loss (gain) on disposal of subsidiaries

1 unchanged sentence

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

Note and account receivables，net

Trade receivables, net

( 1,964,000 )

1 unchanged sentence

Other receivables

Other receivables-related party

( 4,814,037 )

Accounts payables

Accounts payable

Advance from customer

( 1,540,669 )

Other payables and accruals

Other payables and accrued liabilities

( 2,971,689 )

4 unchanged sentences

Lease liability

Net cash provided by (used in) operating activities

Net cash used in operating activities

( 5,282,343 )

( 9,012,423 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of plant and equipment

( 1,393,139 )

Purchase of intangible assets

Purchase of long-term investment

( 4,100,000 )

( 3,100,052 )

Purchase of real estates

( 7,679,634 )

Proceeds from diposal of equity method investments

Net increase in cash from acquisition subsidiaries

1 unchanged sentence

( 3,853,678 )

( 11,814,402 )

CASH FLOWS FROM FINANCING ACTIVITIES:

2 unchanged sentences

Proceeds from long-term loans

( 1,036,094 )

Changes in related party balances, net

Proceeds from issuance of common stock

Net cash provided by (used in) financing activities

Net decrease in cash and cash equivalents

( 2,025,306 )

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

( 2,025,306 )

6 unchanged sentences

NON-CASH TRANSACTIONS

Operating lease right-of-use assets

Issuance of shares for acquisition

issuance of common stock for employee compensation

Issuance of shares for long-term investment

See Accompanying Notes to the Financial Statements

See Accompanying Notes to the Financial

PLANET GREEN HOLDINGS CORP.

4 unchanged sentences

Planet Green Holdings Corp.

(the “Company” or “PLAG”)

is a holding company incorporated in Nevada.

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

(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.

On May 18, 2018, the Company incorporated Promising Prospect BVI Limited

(“Planet Green BVI”), a limited company incorporated in the British Virgin Islands.

On September 28, 2018, Planet Green BVI acquired Lucky Sky HK through

the Company’s restructuring plans.

On May 9, 2019, the Company issued an aggregate of 1,080,000 shares

of Planet Green Holdings Corporation’s common stock to the BoZhuang Shareholders, in exchange for BoZhuang Shareholders’ agreement

to enter into VIE Agreements (the “BoZhuang VIE Agreements”).

On August 1, 2021, the VIE agreements with Xianning Bozhuang

Tea Products Co., Ltd was terminated and the company acquired 100 % equity of Xianning Bozhuang Tea Products Co., Ltd.

On August 12, 2019, through Lucky Sky HK, the Company established Lucky

Sky Petrochemical, a wholly foreign-owned enterprise incorporated in Xianning City, Hubei Province, China.

On December 9, 2020, Lucky

Sky Petrochemical Technology (Xianning) Co., Ltd.

changed its name to Jiayi Technologies (Xianning) Co., Ltd.

(“Jiayi Technologies”

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 (H.K.) transferred

its 100 % equity interest in Lucky Sky Petrochemical to Lucky Sky Planet Green Holdings Co., Limited (H.K.).

On August 10, 2020, Promising Prospect BVI Limited disposed of its

100 % equity interest in Lucky Sky Holdings Corporations (H.K.).

On January 6, 2021, Planet Green Holdings Corporation (Nevada) issued

an aggregate of 2,200,000 shares of common stock of the Company to the equity holders of Jingshan Sanhe Luckysky New Energy Technologies

Co., Ltd in exchange for the transfer of 85 % of the equity interest of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd to the

Jiayi Technologies (Xianning) Co., Ltd.

On March 9, 2021, Planet Green Holdings Corporation (Nevada) issued

an aggregate of 3,300,000 shares of common stock of the Company to the equity holders of Jilin Chuangyuan Chemical Co., Ltd in exchange

for the transfer of 75 % of the equity interest of Jilin Chuangyuan Chemical Co., Ltd to the Jiayi Technologies (Xianning) Co., Ltd.

On July 15, 2021, Planet Green Holdings Corporation (Nevada) issued

an aggregate of 4,800,000 shares of common stock of the Company to the equity holders of Anhui Ansheng Petrochemical Equipment Co., Ltd

for the transfer to 66 % of the equity interest if Anhui Ansheng Petrochemical Equipment Co., Ltd to the Jiayi Technologies (Xianning)

On December 12, 2022, Anhui Ansheng Petrochemical Equipment Co., Ltd was disposed.

On August 3, 2021, the Planet Green Holding Corp has acquired 8,000,000

ordinary shares of the Shine Chemical Co., Ltd.

As a result, Shine Chemical Co., Ltd, Bless Chemical Co., Ltd and Hubei Bryce Technology

Co., Ltd have been wholly-owned subsidiaries of the Planet Green Holding Corp.

On September 1st, 2021, Jingshan Sanhe Luckysky New Energy Technologies

Co., Ltd has changed its major shareholder from Mr.Feng Chao to Hubei Bryce Technology Co., Ltd and Hubei Bryce Technology Co., Ltd has

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

On December 9, 2021, Planet Green Holdings Corporation(Nevada) issued

an aggregate of 5,900,000 shares of common stock to the equity holders of A Shandong Yunchu Supply Chain Co., Ltd for the transfer to

100 % of the equity interest of Shandong Yunchu Supply Chain Co., Ltd to the Jiayi Technologies (Xianning) Co., Ltd.

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., including its wholly-owned subsidiary Baokuan Technology (Hongkong) Limited.

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

On March 9, 2021, through Jiayi Technologies (Xianning) Co., Ltd, formerly

known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd, the Company entered into exclusive VIE agreements (“VIE Agreements”)

with Jilin Chuangyuan Chemical Co., Ltd, as well as their shareholders, which give the Company the ability to substantially influence

those companies’ daily operations and financial affairs and appoint their senior executives.

The Company is considered the primary

beneficiary of these operating companies, and it consolidates their accounts as VIEs.

The VIE Agreement is described in detail below

Consultation and Service Agreement

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

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

WFOE exclusively owns any intellectual

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

The number of service fees and payment terms

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

The duration of the Consultation and Service

Agreement is 20 years.

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

Business Cooperation Agreement

Pursuant to the Business Cooperation Agreement, WFOE has the exclusive

right to provide complete technical support, business support, and related consulting services, including but not limited to specialized

services, business consultations, equipment or property leasing, marketing consultancy, system integration, product research and development,

and system maintenance.

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

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

the operating entities.

The Business Cooperation Agreement shall maintain effective unless it was terminated or was compelled to release

under applicable PRC laws and regulations.

WFOE may terminate this Business Cooperation Agreement at any time by giving 30 day’s

prior written notice.

Equity Pledge Agreements

According to the Equity Pledge Agreements among WFOE, operating entities,

and each of operating entities’ shareholders, shareholders of the operating entities pledge all of their equity interests in the

functional entities to WFOE to guarantee their performance of relevant obligations and indebtedness under the Technical Consultation and

Service Agreement and other control agreements.

Equity Option Agreements

According to the Equity Option Agreements, WFOE has the exclusive right

to require each shareholder of the operating companies to fulfill and complete all approval and registration procedures required under

PRC laws for WFOE to purchase or designate one or more persons to buy, each shareholder’s equity interests in the operating companies,

once or at multiple times at any time in part or in whole at WFOE’s sole and absolute discretion.

The purchase price shall be the

lowest price allowed by PRC laws.

The Equity Option Agreements shall remain effective until all the equity interest owned by each operating

entity shareholder has been legally transferred to WFOE or its designee(s).

Voting Rights Proxy Agreements

According to the Voting Rights Proxy Agreements, each shareholder irrevocably

appointed WFOE or WFOE’s designee to exercise all his or her rights as the shareholders of the operating entities under the Articles

of Association of each operating entity, including but not limited to the power to exercise all shareholder’s voting rights concerning

all matters to be discussed and voted in the shareholders’ meeting.

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

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

Based on the foregoing contractual arrangements, The Company consolidates

the accounts of Xianning Bozhuang Tea Products Co., Ltd, Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd and Jilin Chuangyuan

Chemical Co., Ltd in accordance with Regulation S-X-3A-02 promulgated by the Securities Exchange Commission (“SEC”), and Accounting

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

Enterprise-Wide Disclosure

The Company’s chief operating decision-makers (i.e.

chief executive

officer and her direct reports) review financial information presented on a consolidated basis, accompanied by disaggregated information

about revenues by business lines for purposes of allocating resources and evaluating financial performance.

There are no segment managers

who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level.

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.

Going Concern

The accompanying audited consolidated financial

statements have been prepared assuming that the Company will continue as a going concern;

however, the Company has incurred a net

loss of $ 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.

The accompanying consolidated financial statements have been prepared

assuming that the Company will continue as a going concern;

however, the Company has incurred a net loss of $ 20,843,796 for the year ended

December 31, 2023.

As of December 31, 2023, the Company had an accumulated deficit of $ 140,724,597 , a working capital deficit of $ 6,675,220 ,

its net cash used in operating activities for the year ended December 31, 2023 was $ 5,282,343 .

These factors raise substantial doubt on the Company’s

8 unchanged sentences

Summary of Significant Accounting Policies

Method of Accounting

Basis of Presentation

Management has prepared the accompanying financial

2 unchanged sentences

Principles of Consolidation

The accompanying consolidated financial statements

reflect the activities of Planet Green Holdings Corp.

and each of the following entities:

Details of the Subsidiaries of the Company as of December 31, 2023

are set below:

Name of Company

incorporation

Promising Prospect BVI

Limited (formerly known as Planet Green Holdings Corporation)

Attributable equity

Promising Prospect BVI Limited

The British Virgin Islands

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

Promising Prospect HK Limited

Jiayi Technologies (Xianning) Co., Ltd.

12 unchanged sentences

Shine Chemical Co., Ltd

The British Virgin Islands

Guangzhou Haishi Technology Co., Ltd

Baokuan Technology (Hongkong) Limited

Baokuan Technology (Hongkong) Limited(a subsidiary of Allinyson Ltd)

Management has eliminated all significant inter-company

2 unchanged sentences

Company does not wholly own are accounted for as non-controlling interests.

On May 18, 2018, the Company incorporated Planet

Green Holdings Corporation, a limited company incorporated in the British Virgin Islands.

On September 28, 2018, Planet Green BVI acquired

JianShi Technology Holding Limited, a limited company incorporated in Hong Kong on February 21, 2012, and Shanghai Xunyang Internet Tech

Co., Ltd., a wholly-owned foreign entity incorporated in Shanghai, PRC, on August 29, 2012 (“Shanghai Xunyang”).

On August 12, 2019, through 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

(H.K.) transferred its 100 % equity interest in Lucky Sky Petrochemical to Lucky Sky Planet Green Holdings Co., Limited (H.K.).

On September 15, 2020, Lucky Sky Petrochemical

terminated the VIE agreements with Shenzhen Lorain and Taishan Muren

On August 10, 2020, 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

(Xianning) Co., Ltd.

changed its name to Jiayi Technologies (Xianning) Co., Ltd.

On January 6, 2021, Planet Green Holdings Corporation(Nevada)

issued an aggregate of 2,200,000 shares of common stock of the Company to the equity holders of Jingshan Sanhe Luckysky New Energy Technologies

Co., Ltd in exchange for the transfer of 85 % of the equity interest of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd to the

Jiayi Technologies (Xianning) Co., Ltd.

On March 9, 2021, Planet Green Holdings Corporation(Nevada)

issued an aggregate of 3,300,000 shares of common stock of the Company to the equity holders of Jilin Chuangyuan Chemical Co., Ltd in

exchange for the transfer of 75 % of the equity interest of Jilin Chuangyuan Chemical Co., Ltd to the Jiayi Technologies (Xianning) Co.,

On July 15, 2021, Planet Green Holdings Corporation(Nevada)

issued an aggregate of 4,800,000 shares of common stock of the Company to the equity holders of Anhui Ansheng Petrochemical Equipment

Co., Ltd for the transfer to 66 % of the equity interest if Anhui Ansheng Petrochemical Equipment Co., Ltd to the Jiayi Technologies (Xianning)

On August 1, 2021, Jiayi Technologies (Xianning)

Co., Ltd has terminated the VIE agreements with Xianning Bozhuang Tea Products Co., Ltd and acquired 100 % equity of Xianning Bozhuang

Tea Products Co., Ltd.

As a result, Xianning Bozhuang Tea Products Co., Ltd has been wholly-owned subsidiaries of the Jiayi Technologies

(Xianning) Co., Ltd.

On August 3, 2021, the Planet Green Holding Corp

has acquired 8,000,000 ordinary shares of the Shine Chemical Co., Ltd.

As a result, Shine Chemical Co., Ltd, Bless Chemical Co., Ltd and

Hubei Bryce Technology Co., Ltd have been wholly-owned subsidiaries of the Planet Green Holding Corp.

On September 1st, 2021, Jingshan Sanhe Luckysky

New Energy Technologies Co., Ltd has changed its major shareholder from Mr.Feng Chao to Hubei Bryce Technology Co., Ltd and Hubei Bryce

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

On December 9, 2021, Planet

Green Holdings Corporation(Nevada) issued an aggregate of 5,900,000 shares of common stock

to the equity holders of 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

On September 27, 2018, through Shanghai Xunyang,

the Company entered into exclusive VIE agreements with Beijing Lorain, Luotian Lorain, Shandong Greenpia, Taishan Muren, and Shenzhen

Lorain and their shareholders that give the Company the ability to substantially influence those companies’ daily operations and financial

affairs and appoint their senior executives.

The Company is considered the primary beneficiary of these operating companies.

On May 14, 2019, through Shanghai Xunyang, the

Company entered into a series of VIE agreements with Xianning Bozhuang and its equity holders to obtain control.

It became the primary

beneficiary of Xianning Bozhuang.

The Company consolidated Xianning Bozhuang’s accounts as its VIE.

On December 20, 2019, 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,

the Company entered into exclusive VIE agreements (“VIE Agreements”) with Taishan Muren, Xianning Bozhuang, and Shenzhen Lorain,

as well as their shareholders, which give the Company the ability to substantially influence those companies’ daily operations and financial

affairs and appoint their senior executives.

The Company is considered the primary beneficiary of these operating companies, and it consolidates

their accounts as VIEs.

On September 6, 2020, it terminated its VIE agreements

with Shenzhen Lorain and Taishan Muren.

On March 9, 2021, through Jiayi Technologies (Xianning)

Co., Ltd, formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd, the Company entered into exclusive VIE agreements

(“VIE Agreements”) with Jilin Chuangyuan Chemical Co., Ltd, as well as their shareholders, which give the Company the ability

to substantially influence those companies’ daily operations and financial affairs and appoint their senior executives.

The Company is

considered the primary beneficiary of these operating companies, and it consolidates their accounts as VIEs.

On July 15, through Jiayi Technologies (Xianning)

Co., Ltd, formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd, the Company entered into exclusive VIE agreements

(“VIE Agreements”) with Anhui Ansheng Petrochemical Equipment Co., Ltd, as well as their shareholders, which give the Company

the ability to substantially influence those companies’ daily operations and financial affairs and appoint their senior executives.

Company is considered the primary beneficiary of these operating companies, and it consolidates their accounts as VIEs.

On August 1, 2021, Jiayi Technologies (Xianning)

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

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

Under the Consultation and Service Agreement,

WFOE has the exclusive right to provide consultation and services to the operating entities in China in business management, human resource,

technology, and intellectual property rights.

WFOE exclusively owns any intellectual property rights arising from the performance of this

Consultation and Service Agreement.

The number of service fees and payment terms can be amended by the WFOE and operating companies’

consultation and implementation.

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

WFOE may terminate this agreement

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

Under the Consultation and Service Agreement, WFOE has the exclusive right

to provide consultation and services to the operating entities in China in business management, human resource, technology, and intellectual

property rights.

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

The number of service fees and payment terms can be amended by the WFOE and operating companies’ consultation and implementation.

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

WFOE may terminate this agreement at any time by giving 30 day’s

prior written notice.

Business Cooperation Agreement

Pursuant to the Business Cooperation Agreement,

WFOE has the exclusive right to provide complete technical support, business support, and related consulting services, including but not

limited to specialized services, business consultations, equipment or property leasing, marketing consultancy, system integration, product

research and development, and system maintenance.

WFOE exclusively owns any intellectual property rights arising from the performance

of this Business Cooperation Agreement.

The rate of service fees may be adjusted based on the services rendered by WFOE in that month

and the operational needs of the operating entities.

The Business Cooperation Agreement shall maintain effective unless it was terminated

or was compelled to release under applicable PRC laws and regulations.

WFOE may terminate this Business Cooperation Agreement at any time

by giving 30 day’s prior written notice.

Equity Pledge Agreements

According to the Equity Pledge Agreements among

WFOE, operating entities, and each of operating entities’ shareholders, shareholders of the operating entities pledge all of their

equity interests in the functional entities to WFOE to guarantee their performance of relevant obligations and indebtedness under the

Technical Consultation and Service Agreement and other control agreements.

Besides, shareholders of the operating entities are in the

process of registering the equity pledge with the competent local authority.

Equity Option Agreements

According to the Equity Option Agreements, WFOE

has the exclusive right to require each shareholder of the operating companies to fulfill and complete all approval and registration procedures

required under PRC laws for WFOE to purchase or designate one or more persons to buy, each shareholder’s equity interests in the

operating companies, once or at multiple times at any time in part or in whole at WFOE’s sole and absolute discretion.

price shall be the lowest price allowed by PRC laws.

The Equity Option Agreements shall remain effective until all the equity interest

owned by each operating entity shareholder has been legally transferred to WFOE or its designee(s).

Voting Rights Proxy Agreements

According to the Voting Rights Proxy Agreements,

each shareholder irrevocably appointed WFOE or WFOE’s designee to exercise all his or her rights as the shareholders of the operating

entities under the Articles of Association of each operating entity, including but not limited to the power to exercise all shareholder’s

voting rights concerning all matters to be discussed and voted in the shareholders’ meeting.

The term of each Voting Rights Proxy

Agreement is 20 years.

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

Based on the foregoing contractual arrangements,

The Company consolidates the accounts of Xianning Bozhuang Tea Products Co., Ltd, Jingshan Sanhe Luckysky New Energy Technologies Co.,

Ltd and Jilin Chuangyuan Chemical Co., Ltd in accordance with Regulation S-X-3A-02 promulgated by the Securities Exchange Commission (“SEC”),

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

Enterprise-wide disclosure

The Company’s chief operating decision-makers

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.

Noncontrolling Interests

The noncontrolling interests of the Company represent the ownership

stakes held by minority shareholders in the Company’s subsidiaries, and are presented separately from the equity attributable to the Company’s

shareholders on the consolidated balance sheets.

Noncontrolling interests in the Company’s results are disclosed on the consolidated statement

of operations and comprehensive loss as allocations of total income or loss for the year between noncontrolling interest holders and the

Company’s shareholders.

Use of Estimates

The financial statements preparation requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at

the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.

Management makes

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

however, actual results could differ materially from

those estimates.

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,

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 evaluates estimates, including the allowance for credit losses of accounts receivable, amounts due from related parties

and equity investments, the useful lives of our property and equipment, impairment of long-lived assets, long-term investments and goodwill,

Management bases the estimates on historical experience and on various other assumptions that are believed to be reasonable, the

results of which form the basis for making judgments about the carrying values of assets and liabilities.

Actual results could differ

from these estimates.

Cash and Cash Equivalents

2 unchanged sentences

As of December 31, 2023, 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

Accounts receivables are recognized and carried

at the original invoice amount less allowance for any uncollectible amounts.

An estimate for doubtful accounts is made when the collection

of the total amount is no longer probable.

Bad debts are written off as incurred.

Inventories consist of raw materials and finished

goods, stated at the lower of cost or market value.

Finished goods are comprised of direct materials, direct labor, inbound shipping costs,

and allocated overhead.

The Company applies the weighted average cost method to its inventory.

of $ 436,383 compared to $ 93,487 as of December 31, 2022.

Accounts Receivables, Net

Accounts receivables are recognized and carried at the original invoice

amount less allowance for any uncollectible amounts.

An estimate for doubtful accounts is made when the amount is not expected to be collected.

Delinquent amount balances are written off against the allowance for doubtful amounts after the management has determined that the likelihood

of collection is not probable.

Inventories consist of raw materials and finished goods, stated at

the lower of cost or market value.

Finished goods are comprised of direct materials, direct labor, inbound shipping costs, and allocated

An annual impairment test will be performed on inventory, and any excess of the recoverable amount over the carrying amount

will be recognized as impairment losses in the current period.

Advances and Prepayments to Suppliers

The Company makes an advance payment to suppliers

and vendors for the procurement of raw materials.

Upon physical receipt and inspection of the raw materials from suppliers, the applicable

amount is reclassified from advances and prepayments to suppliers to inventory.

The Company makes an advance payment to suppliers and vendors for the

procurement of raw materials.

Upon physical receipt and inspection of the raw materials from suppliers, the applicable amount is reclassified

from advances and prepayments to suppliers to inventory.

At the end of each fiscal year, we undertake a thorough examination of prepaid

expenses and contractual terms, analyze the causes of delayed receipt of corresponding valuable goods, calculate recoverable amounts using

a probability-weighted average method for unrecoverable amounts, and make provisions for impairment as deemed necessary.

Plant and Equipment

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20 - 40 years

Landscaping, plant, and tree

Machinery and equipment

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value is generally determined using a discounted expected future cash flow analysis.

Accounting for the Impairment of Long-lived

Impairment of Long-lived Assets

The Company annually reviews its long-lived assets

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Period-end US$:

CAD$ exchange rate

CDN$ exchange rate

Period-end US$:

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Period average US$:

CAD$ exchange rate

CDN$ exchange rate

Period average US$:

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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 the Company

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

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

The Company derives its revenues from selling

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chemicals, food products like frozen fruits, beef & mutton products and vegetables and tea products.

The Company recognize product revenue at a point in time when the control

of the products has been transferred to customers.

The Company applies the following

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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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defined contribution plans are charged to either expense as incurred or allocated to inventory as part of overhead.

Stock-Based Compensation

The Company records stock compensation expense

for employees at fair value on the grant date and recognizes the expense one time because there is no employee’s requisite service period

The Company accounts for income tax using an asset

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are excluded from diluted EPS calculation.

Fair Value Measurement

Fair Value Measurements of Financial Instruments

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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pre-tax cash flows.

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

As of December 31, 2023, the lease agreement with JSSH has lapsed and

the company does not have any current lease agreements exceeding 12 months.

Equity investments

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Recent Accounting Pronouncements

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

Value Measurement (Topic 820), – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement ,”

which makes several changes meant to add, modify or remove specific disclosure requirements associated with the movement amongst or hierarchy

associated with Level 1, Level 2 and Level 3 fair value measurements.

The amendments in this Update modify the disclosure requirements

on fair value measurements based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter

Notes to Financial Statements, including the consideration of costs and benefits.

The amendments on changes in unrealized gains and

losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative

description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in

the initial fiscal year of adoption.

All other amendments should be applied retrospectively to all periods presented upon their effective

The modifications are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within

those fiscal years, with early adoption permitted.

The Company does not believe the adoption of this ASU would have a material effect

on the Company’s condensed financial statements.

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

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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

The 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.

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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.

The Company has implemented the new standard, and as of December 31, 2023,

there was no material effect of this current standard on its consolidated financial statements and related disclosures.

Other recent accounting pronouncements issued

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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 ：

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 entity.

Under the Contractual Arrangements,

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 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.

Accordingly, the accounts of 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.

carrying amount of VIE’s consolidated assets and liabilities as of December 31, 2023 and 2022 are as

Current assets

Cash and cash equivalents

Accounts receivable, net

Restricted cash

Note Receivable

Other receivables

Trade accounts receivable, net

Advances to suppliers

Intercompany receivable

Other receivables-related parties

Other receivables

Inter company receivable

Total current assets

Non-current assets

Plant and equipment, net

1 unchanged sentence

Construction in progress, net

Deferred tax assets

Total non-current assets

Liabilities and Stockholders’ Equity

Current liabilities

Short-term bank loans

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Advance from customers

Taxes payable

Other payables and accrued liabilities

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Other payables-related parties

Taxes payable

Deferred income

Long term payable-current portion

Deferred income

Total current liabilities

Non-current liabilities

Long-term payables

Total non-current liabilities

Total Liabilities

Paid-in capital

Stockholders’ equity

Additional paid-in capital

Statutory Reserve

Retained earnings

Accumulated deficit

( 8,229,416 )

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Accumulated other comprehensive income

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

The summarized operating results of the VIE’s

are as follows:

Total stockholders’ equity

Total liabilities and stockholders’ equity

The summarized operating results of the VIE’s for the years ended

December 31, 2023 and 2022 are as follows:

Operating revenues

Income (loss) from operations

Income from operations

( 2,453,521 )

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( 2,453,521 )

Business Combination

Acquisition of Jingshan Sanhe Luckysky New

Energy Technologies Co., Ltd

On January 4, 2021, Planet Green Holdings Corporation(Nevada)

and its wholly-owned subsidiary Jiayi Technologies (Xianning) Co., Ltd, formerly known as Lucky Sky Petrochemical Technology (Xianning)

Co., Ltd., entered into a series of VIE agreements with Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd and its equity holders

to obtain control and become the primary beneficiary of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.

The Company consolidated

Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd’s accounts as its VIE.

According to the VIE agreements, Planet Green Holdings

Corporation(Nevada) issued an aggregate of 2,200,000 shares of common stock of the Company to the equity holders of Jingshan Sanhe Luckysky

New Energy Technologies Co., Ltd in exchange for the transfer of 85 % of the equity interest of Jingshan Sanhe Luckysky New Energy Technologies

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

The Company’s acquisition of Jingshan Sanhe Luckysky

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

The Company has allocated the purchase

price of Jingshan Sanhe based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date.

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

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

were valued using the cost approach.

Management of the Company is responsible for determining the fair value of assets acquired, liabilities

assumed, and intangible assets identified as the acquisition date and considering several other available factors.

Acquisition-related

costs incurred for the acquisitions are not material and expensed as incurred in general and administrative expenses.

The following table summarizes the fair value

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

at the date of the acquisition of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd:

Total consideration at fair value

Accounts receivable, net

Inventories, net

Advances to suppliers

Other receivables

Right-of-use assets

Plant and equipment, net

Deferred tax assets

Short-term loan - bank

Lease payable-current portion

Accounts payable

Advance from customers

Other payables and accrued liabilities

Lease payable-non current portion

Income taxes payable

Total liabilities

( 2,331,594 )

Noncontrolling interest

Net assets acquired

Approximately $ 0.92 million of goodwill arising

from the acquisition consists mainly of synergies expected from combining the operations of the Company and Jingshan Sanhe.

goodwill is expected to be deductible for income tax purposes.

Business Combination

Acquisition of Jilin Chuangyuan Chemical Co.,

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Net assets acquired

Approximately $ 3.19 million of goodwill arising

from the acquisition consists mainly of synergies expected from combining the operations of the Company and Jilin Chuangyuan Chemical

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

Approximately $ 3.19 million of goodwill arising from the acquisition

consists mainly of synergies expected from combining the operations of the Company and Jilin Chuangyuan Chemical Co., Ltd.

goodwill is expected to be deductible for income tax purposes and the figure was completely impaired during 2022.

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.

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

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

The following table summarizes the fair value

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

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

Total consideration at fair value $ 5,420,920

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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

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 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

Cash and cash equivalents, and Restricted Cash

Trade receivable and Note receivable

Related party receivable

Other current assets

Plant and equipment, net

Intangible assets, net

Short-term loan-bank

( 3,735,614 )

Related party payable

( 2,639,938 )

Accounts payable

( 1,966,099 )

Other current liabilities

( 3,902,896 )

Total liabilities

( 12,244,547 )

Non controlling interest

( 3,758,545 )

Net assets acquired

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, 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

Trade Accounts Receivable, Net

The Company extends credit terms of 15 to 60 days

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Trade accounts receivable

Allowance for doubtful accounts

Allowance for credit losses

( 2,102,127 )

Allowance for doubtful accounts

Allowance for credit losses

Beginning balance:

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Payment to suppliers and vendors

Inventories consisted of the following as of December

31, 2022 and December 31, 2021

Allowance for credit losses

consisted of the following as of December 31, 2023 and December 31, 2022 :

Raw materials

Inventory of supplies

Work in progress

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Allowance for inventory reserve

( 2,097,181 )

Plant and Equipment

and equipment consisted of the following as of December 31, 2022 and December 31, 2021:

Plant and equipment consisted of the following as of December 31, 2023

Machinery and equipment

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Construction in progress

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

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

expense for the year ended December 31, 2023 and 2022 was $ 1,847,024 and $ 1,307,839 , respectively.

Intangible Assets

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( 1,137,002 )

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

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

expense for the year ended December 31, 2023 and 2022 was $ 171,002 and $ 124,721 respectively.

As of December 31, 2023, the estimated

future amortization expenses of the intangible assets were as follow:

12 months ending December 31,

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

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.

During fiscal

year 2022, 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 balance of the investment was totally been sold in 2023.

In 2020, the Company made an initial investment of $ 2.87 million in

exchange for a 19 % limited partner interest in Shandong Ningwei New Energy Technology Co., Ltd.

The investment was accounted for using

the cost method due to the lack of readily determinable fair value in 2023.

As of December 31, 2023 and December 31, 2022, the balance of long

term investment was $ 2,257,926 and $ 16,488,157 .

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, 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.

As of December 31, 2023 and 2022, the balance of other payable was

$ 4,510,192 and $ 4,412,833 .

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.

For our operation, the proceeds received from sales are initially

recorded as advance from customers, which was usually related to unsatisfied performance obligations at the end of an applicable reporting

As of December 31, 2023, and December 31, 2022, the outstanding balance of the Advance from customers was $ 2,464,319 and $ 2,624,070

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

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the outstanding balance due from related parties was $ 315,724 and $ 180,578 , respectively.

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.

Significant related parties comprised much of

the total outstanding balance as of December 31, 2023 are stated below:

As of December 31,

Amounts due from related parties:

the management of the Shandong Yunchu

the management of the Jingshan Sanhe

These above nontrade receivables arising from

2 unchanged sentences

bearing and due on demand.

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

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, 2022 are stated below:

As of December 31, 2023 and December 31, 2022, 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;

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;

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;

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;

due to related parties was $ 7,333,545 and $ 4,282,841 , respectively.

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

Significant parties comprised much of the total

outstanding balance as of December 31, 2023 are stated below:

As of December 31,

Amounts due to related parties:

the spouse of the legal representative of Jilin Chuangyuan

Chief Executive Officer and Chairman of the Company

Hubei shuang new energy Technology Co., LTD.

significant impact

Shandong Ningwei New Energy Technology Co., Ltd.

significant impact

Anhui Ansheng equipment Co., LTD

Previous subsidiary

Senior managements

significant impact

The changes in the carrying amount of goodwill

by reportable segment are as follows :

Balance as of December 31, 2021

1 unchanged sentence

Goodwill impairment

( 7,193,965 )

( 3,191,897 )

Disposal of subsidiaries

( 1,026,337 )

Balance as of December 31, 2022

1 unchanged sentence

Goodwill impairment

Disposal of subsidiaries

Balance as of December 31, 2022

Balance as of March 31, 2023

At December 31, 2023, the Company performed its

annual impairment tests as prescribed by ASC 350 on the carrying value of its goodwill and no instances of impairment were identified

in our December 31, 2023 test.

At December 31, 2023 and 2022, the carrying amount of the Company’s

goodwill was $ 4,724,699 and $ 4,724,699 , respectively.

The outstanding balances on short-term bank loans

2 unchanged sentences

Due in November 2026

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.

Tonghua Dongchang Yuyin Village Bank Co., LTD

Due in June 2025

Buildings and land use rights in the amount of $ 11,112,104 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

subsidiary Shanghai Xunyang Internet Technology Co., Ltd.

(“Subsidiary”) entered into a Share Exchange Agreement with Xianning

Bozhuang Tea Products Co., Ltd.

(“Target”) and each of the shareholders of Target (collectively, “Sellers”).

transaction closed on May 14, 2019.

Under the Share Exchange Agreement, the Subsidiary acquired all outstanding equity interests of Target,

a company that produces tea products and sells such products in China.

Pursuant to the Share Exchange Agreement, the Company issued an

aggregate of 1,080,000 shares of common stock of the Company to the Sellers in exchange for the transfer of all of the equity interest

of the Target to the Subsidiary.

On June 17, 2019, the Company entered into a securities

purchase agreement, under which five individuals residing in the PRC agreed to purchase an aggregate of 1,300,000 shares of the Company’s

common stock, par value $ 0.001 per share, for an aggregate purchase price of $ 5,460,000 , representing a purchase price of $ 4.20 per share.

The transaction closed on June 19, 2019.

On February 10, 2020, the Company entered into

a securities purchase agreement with Mengru Xu and Zhichao Du, according to which Ms.

Du agreed to invest an aggregate of $ 3.51

million in the Company in exchange for an aggregate of 1,350,000 shares of common stock, representing a purchase price of approximately

$ 2.60 per share.

On February 28, 2020, the Company closed the transaction.

On June 5, 2020, the Company issued an aggregate

of 1,800,000 shares of its common stock to acquire all the outstanding equity interest of Fast Approach Inc., a corporation incorporated

under the laws of Canada and in the business of operating a demand side platform targeting the Chinese education market in North America.

On December 30, 2020, the Company issued a total

of 782,165 ordinary shares to six employees of the Company.

Total fair value of these ordinary shares was approximately $ 1.75 million

and the compensation expenses are to be recognized in the fiscal year 2020 because there is no employee’s requisite service period

On January 4, 2021, the Company issued an aggregate

of 2,200,000 shares of its common stock to the original shareholders of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd in exchange

for the transfer of 85 % of the equity interests of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd to the Company.

On January 26, 2021, the Company entered into

a Securities Purchase Agreement, pursuant to which three individuals residing in the People’s Republic of China agreed to purchase

an aggregate of 2,700,000 shares of the Company’s common stock, par value $ 0.001 per share, for an aggregate purchase price of $ 6,750,000 ,

representing a purchase price of $ 2.50 per Share.

On March 9, 2021, the Company issued an aggregate

of 3,300,000 shares of common stock of the Company to the original shareholder of Jilin Chuangyuan Chemical Co., Ltd in exchange for the

transfer of 75 % of the equity interest of Jilin Chuangyuan Chemical Co., Ltd to the Company.

On April 26, 2021, the Company has entered into

a Share Purchase Agreement with three investors, Pursuant to the agreement, the Company will receive gross proceeds of $ 7,600,000 in the

aggregate, in exchange for the issuance of an aggregate of 4,000,000 shares of the Company’s common stock, representing a purchase

price of approximately $ 1.90 per share.

On July 15, 2021, the Company has issued an aggregate

of 4,800,000 shares of common stock of the Company to the equity holders of Anhui Ansheng Petrochemical Equipment Co., Ltd in exchange

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

On July 30, 2021, the Company issued a total of

872,000 ordinary shares to seven employees of the Company.

Total fair value of these common shares was approximately $ 1.16 million.

compensation expenses are to be recognized in the fiscal year 2021 because there is no employee’s requisite service period requirement.

On December 30, 2021, The Company issued

an aggregate of 5,900,000 shares of common stock to the equity holders of A Shandong Yunchu

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

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

from Tonghua Dongchang Yuyin Village Bank, as a three years long-term debt, was denominated in Renminbi and was primarily obtained for

general working capital.

On June 15, 2022, Mr.Chen Yongsheng and Mr.Cai Xiaodong pledged 28,465,000 stocks of Jilin Chuangyuan Chemical

Co., Ltd to the pledgee-Tonghua Dongchang Yuyin Village Bank.

As the pledgee, Tonghua Dongchang Yuyin Village Bank shall have custody

of these stocks, which accounted for approximately 71.43 % of the total share during the entire term of pledge set forth in this agreement.

Interest expense for the years

ended December 31, 2023 and 2022 was $ 298,967 and $ 291,032 respectively.

13, 2022, the Company entered into a Securities Purchase Agreement, pursuant to which three individuals residing in the People’s

1 unchanged sentence

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.

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.

6 unchanged sentences

As of December

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

31, 2023, the number of common stock remained unchanged at 72,081,930 with no new issuances recorded during the year, consistent with

the figure reported as at December 31, 2022.

United States

45 unchanged sentences

( 12,212,918 )

Loss attributed to Canada operations

( 2,640,821 )

Income attributed to Canada operations

Income attributed to BVI

28 unchanged sentences

Earnings/(Loss) Per Share

Components of basic and diluted earnings per share

were as follows:

For the years ended

6 unchanged sentences

Additions from Actual Events – issuance of common stock for acquisition

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

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

13 unchanged sentences

For the years ended

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 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

do not contain any material residual value guarantees or material restrictive covenants.

For the twelve months ended December

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

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.

2 unchanged sentences

Interest risk

The Company is subject to interest rate risk when short-term loans become due and require refinancing.

Company is subject to interest rate risk when short-term loans become due and require refinancing.

Economic and political risks

2 unchanged sentences

Contingencies

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.

The Group records accruals for certain of its outstanding

legal proceedings or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated.

The Group evaluates, on a quarterly basis, developments in legal proceedings or claims that could affect the amount of any accrual, as

well as any developments that would make a loss contingency both probable and reasonably estimable.

The Group discloses the amount of

the accrual if it is material.

When a loss contingency is not both probable and estimable, the Group

does not record an accrued liability but discloses the nature and the amount of the claim, if material.

However, if the loss (or an additional

loss in excess of the accrual) is at least reasonably possible, then the Group discloses an estimate of the loss or range of loss, unless

it is immaterial or an estimate cannot be made.

The assessment of whether a loss is probable or reasonably possible, and whether the loss

or a range of loss is estimable, often involves complex judgments about future events.

Management is often unable to estimate the loss

or a range of loss, particularly where (i) the damages sought are indeterminate, (ii) the proceedings are in the early stages,

or (iii) there is a lack of clear or consistent interpretation of laws specific to the industry-specific complaints among different

jurisdictions.

In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including

eventual loss, fine, penalty or business impact, if any.

The Company has analyzed its operations

subsequent to December 31, 2023 to the date these audited consolidated financial statements were issued, and has determined that it does

not have any material contingency events to disclose.

Subsequent Events

5 unchanged sentences

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.

has analyzed its operations subsequent to December 31, 2023 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