What changed in this filing

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Item 1. Business

2024-12-13 compared with 2023-03-09 · 712 added, 554 removed, 357 unchanged (78% of the section changed)

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Planet Green Holdings Corp.

Green”) is not an operating company in the PRC but a Nevada holding company with its operations conducted through its subsidiaries

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

entities, or VIEs, including Jilin Chuanyuan and Anhui Ansheng (the “VIEs”), which are companies incorporated in the PRC.

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

Investors may never

directly hold equity interests in the VIEs.

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

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

However, our contractual arrangements

with the VIEs are not equivalent of an investment in the VIEs.

Investors of our securities thus are not purchasing equity interest in

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

Such VIE arrangement

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

will not have any equity ownership of such VIEs themselves.

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

us with control over the VIEs.

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

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

the management level.

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

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

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

These remedies may include seeking specific performance

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

In the event we are unable to enforce these VIE Agreements

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

owned by the VIE.

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

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

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

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

advertising and mobile game.

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

Investors may never directly hold equity interests in the VIE.

The VIE structure is used to provide investors with exposure

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

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

Investors of our securities thus are

not purchasing equity interest in the VIE and their subsidiaries in China but instead are purchasing equity interest in a Nevada holding

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

contracts with the VIE and will not have any equity ownership of such VIE itself.

The VIE arrangement may not be as effective as direct

ownership in providing us with control over the VIE.

Direct ownership would allow us, for example, to directly or indirectly exercise

our rights as a shareholder to effect changes in the boards of directors, which, in turn, could affect changes, subject to any applicable

fiduciary obligations at the management level.

However, under the VIE arrangement, as a legal matter, if the VIE or its shareholders

fail to perform their respective obligations under the VIE arrangement, we may have to incur substantial costs and expend significant

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

These remedies

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

In the event we

are unable to enforce these VIE Agreements or we experience significant delays or other obstacles in the process of enforcing the VIE

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

The reconciliation of the Parent company, VIE and WFOE’s

assets and liabilities as of December 31, 2023 are as follows:

Parent Company

Other Companies

Current assets

Cash and cash equivalents

Trades accounts receivable, net

Advances to suppliers

Other receivables

Other receivables-related parties

Intercompany receivable

(40,579,741 )

Prepaid expenses

Total current assets

(40,579,741 )

Non-current assets

Plant and equipment, net

Intangible assets, net

Construction in progress, net

Long-term investments

(45,491,653 )

Total non-current assets

(40,766,954 )

$ (81,346,695 )

Liabilities and Stockholders’ Equity

Current liabilities

Accounts payable

Advance from customers

Taxes payable

Other payables and accrued liabilities

Other payables-related parties

Intercompany payable

(39,275,557 )

Deferred income

Total current liabilities

(39,275,557 )

Non-current liabilities

Other long-term liabilities

Loans-noncurrent

Total non-current liabilities

Total liabilities

$ (39,275,557 )

Commitments and contingencies

Stockholders’ equity

Preferred stock:

$0.001 par value, 5,000,000 shares authorized;

and outstanding as of December 31, 2023

Common stock:

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

shares issued and outstanding as of December 31, 2023

$ (23,002,399 )

Additional paid-in capital

Accumulated deficit

(95,638,764 )

(29,555,423 )

(140,724,597 )

Accumulated other comprehensive income

Total stockholders’ equity

$ (1,618,623 )

$ (42,071,138 )

Total liabilities and stockholders’

$ (81,346,695 )

The reconciliation of the Parent company, VIE and WFOE’s

assets and liabilities as of December 31, 2022 are as follows:

Parent Company

Other Companies

Current assets

Cash and cash equivalents

Trades accounts receivable, net

Advances to suppliers

Other receivables

Other receivables-related parties

Intercompany receivable

(35,826,338 )

Prepaid expenses

Total current assets

(35,826,338 )

Non-current assets

Plant and equipment, net

Intangible assets, net

Construction in progress, net

Long-term investments

(44,790,548 )

Total non-current assets

(40,065,849 )

$ (75,892,187 )

Liabilities and Stockholders’ Equity

Current liabilities

Loans-current

Accounts payable

Advance from customers

Taxes payable

Other payables and accrued liabilities

Other payables-related parties

Intercompany payable

(34,695,949 )

Deferred income

Total current liabilities

(34,695,949 )

Non-current liabilities

Other long-term liabilities

Loans-noncurrent

Total non-current liabilities

Total liabilities

$ (34,695,949 )

Commitments and contingencies

Stockholders’ equity

Preferred stock:

$0.001 par value, 5,000,000 shares authorized;

and outstanding as of December 31, 2022

Common stock:

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

shares issued and outstanding as of December 31, 2022

$ (22,305,734 )

Additional paid-in capital

Accumulated deficit

(83,712,806 )

(24,099,151 )

(119,880,801 )

Accumulated other comprehensive income

Total stockholders’ equity

$ (41,196,238 )

Total liabilities and stockholders’ equity

$ (75,892,187 )

The operating results of the Parent company, VIE and WFOE’s

for the year ended December 31, 2023 are as follows:

Parent Company

Other Companies

Cost of revenues

Operating expenses:

Selling and marketing expenses

General and administrative expenses

Research & Developing expenses

Total operating expenses

Operating loss

Other (expenses) income

Interest income

Interest expenses

Other expenses

Loss on disposal of equity investments

(10,848,632 )

Share of losses from equity method

Total other expenses

(10,848,632 )

(12,036,160 )

Loss before income taxes

(11,925,958 )

(20,808,493 )

Income tax expenses

$ (11,925,958 )

$ (2,453,521 )

$ (1,008,045 )

$ (5,456,272 )

(20,843,796 )

The operating results of the Parent company, VIE and WFOE’s

for the year ended December 31, 2022 are as follows:

Parent Company

Other Companies

Cost of revenues

Operating expenses:

Selling and marketing expenses

General and administrative expenses

Research & Developing expenses

Total operating expenses

Operating (loss) income

Other (expenses) income

Interest income

Interest expenses

Other expenses

Loss on disposal of equity investments

(11,767,005 )

Impairment of goodwill

(10,385,862 )

Total other (expenses income

(11,000,511 )

(Loss) income before income taxes

(13,510,602 )

(15,267,975 )

Income tax expenses

(Loss) income from continuing operations

(13,510,602 )

(16,743,144 )

Discontinued operations:

Loss from discontinued operations

Net (loss) income

$ (13,510,602 )

$ (2,331,594 )

$ (2,566,040 )

$ (7,589,824 )

(25,934,935 )

The summarized cash flows of the Parent company, VIE and WFOE’s

for the year ended December 31, 2023 are as follows:

Parent Company

Other Companies

Net cash used in operating activities

$ (3,047,887 )

$ (1,416,919 )

$ (1,182,206 )

$ (5,282,343 )

Net cash provided by investing activities

Net cash provided by financing activities

The summarized cash flows of the Parent company, VIE and WFOE’s

for the year ended December 31, 2022 are as follows:

Parent Company

Other Companies

Net cash used in operating activities

$ (7,232,756 )

$ (1,778,813 )

$ (9,012,423 )

Net cash used in investing activities

$ (4,100,000 )

$ (3,853,678 )

Net cash provided by financing activities

Our corporate structure is subject to risks relating

to our contractual arrangements with our VIEs and their shareholders.

Such contractual arrangements have not been tested in any of the

to our contractual arrangements with our VIE and its shareholders.

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

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

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

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

our rights under the contractual arrangements.

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

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

condition and results of operations of us.

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

decline in value or become worthless.

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

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

Under our corporate structure, our ability to

pay dividends and to service any debt we may incur and pay our operating expenses principally depends on dividends paid by our PRC subsidiaries

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

rights under the contractual arrangements.

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

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

and results of operations of us.

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

value or become worthless.

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

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

Under our corporate structure, our ability to pay

dividends and to service any debt we may incur and pay our operating expenses principally depends on dividends paid by our PRC subsidiaries

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

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

Kong subsidiaries, Lucky Sky Planet Green Holdings Co., Limited (HK), and Bless Chemical Co., Ltd.

(HK) by additional capital contributions

or shareholder loans, as the case may be;

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

subsidiaries;

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

and (4) our PRC subsidiaries

may make dividends or other distributions to the Planet Green.

We do not have cash management policies dictating how funds are transferred

throughout our organization.

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

largely due to various PRC laws and regulations imposed on foreign exchange.

If we intend to distribute dividends to the Planet Green,

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

our Hong Kong subsidiaries will transfer the dividends to the Planet Green, and the dividends can be distributed from the Planet Green

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

investors in other countries or regions.

However, there can be no assurance that the PRC government will not intervene or impose restrictions

on the Company’s ability to transfer cash out of China.

In 2021, our PRC subsidiaries did not receive any cash benefits from the

VIEs for services rendered to the VIEs and their subsidiaries.

As of December 31, 2021, the VIEs owns $6,901,203 to our WFOE.

As of December

31, 2021, we were not subject to any actual foreign exchange restrictions.

The foregoing cash flows include all distributions and transfers

between Planet Green, our PRC subsidiaries and the VIEs as of the date of this annual report.

As of the date of this annual report, none

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

or made other distributions to U.S.

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

operations and to expand their business.

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

(HK) by additional capital contributions or shareholder

loans, as the case may be;

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

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

and (4) our PRC subsidiaries may make dividends

or other distributions to the Planet Green.

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

organization.

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

due to various PRC laws and regulations imposed on foreign exchange.

If we intend to distribute dividends to the Planet Green, our WFOEs

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

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

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

investors or investors in other countries

However, there can be no assurance that the PRC government will not intervene or impose restrictions on the Company’s

ability to transfer cash out of China.

In 2023, our PRC subsidiaries did not receive any cash benefits from the VIE for services rendered

to the VIE and its subsidiaries.

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

As of December 31, 2023, we were not subject

to any actual foreign exchange restrictions.

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

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

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

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

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

and to expand their business.

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

Any limitation

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

ability to satisfy our liquidity requirements.

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

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

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

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

Any limitation on the

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

to satisfy our liquidity requirements.

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

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

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

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

We face various legal and operational risks and

8 unchanged sentences

significantly decline or be worthless.

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

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

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

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

Because our operations are primarily located in

the PRC and Hong Kong through our subsidiaries and VIEs, we are subject to certain legal and operational risks associated with our operations

the PRC and Hong Kong through our subsidiaries and VIE, we are subject to certain legal and operational risks associated with our operations

in China and Hong Kong, including changes in the legal, political and economic policies of the Chinese government, the relations between

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reviews, and expanding the efforts in anti-monopoly enforcement.

We do not believe that our subsidiaries and VIEs are directly subject

We do not believe that our subsidiaries and VIE are directly subject

to these regulatory actions or statements, as we have not implemented any monopolistic behavior and our business does not involve the

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(the “CAC”) or any other PRC governmental authorities for our offering, nor has our Nevada holding company or any of our subsidiaries

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

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

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

17 unchanged sentences

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

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

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

personal information in Hong Kong.

As of the date of this annual report, the two

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

any personal information in Hong Kong.

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

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In order to operate our business, in addition to

the required regular business licenses, Anhui Ansheng is required to obtain Production License of Special Equipment, Jingshan Sanhe is

required to obtain Permit for Hazardous Chemical Products, Jilin Chuangyuan is required to obtain Safe Production License, and Shandong

Yunchu is required to obtain Permit for Food Products.

As of the date of this annual report, our subsidiaries, WFOEs and VIEs have received

from PRC authorities all requisite licenses, permissions, and approvals needed to engage in the businesses currently conducted in the

PRC, and no permission or approval has been denied.

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

clearance of such compliance requirements in a timely manner, or at all in the future.

Any failure of these entities to fully comply with

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

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

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

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

As of the date of this

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

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

However, we cannot assure

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

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

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

suspension for rectification, or other sanctions.

As advised by our PRC counsel, Hubei Kaicheng Law

Offices, as of the date of this annual report, our subsidiaries, WFOEs and VIEs, (i) are not required to obtain additional permissions

Offices, as of the date of this annual report, our subsidiaries, WFOEs and VIE, (i) are not required to obtain additional permissions

or approvals to operate their current business, (ii) are not required to obtain permission from the CSRC, the CAC, or any other Chinese

5 unchanged sentences

are sufficient to conduct all of their present or future business.

If the VIEs, WFOEs or any of its subsidiaries (i) does not receive

If the VIE, WFOEs or any of its subsidiaries (i) does not receive

or maintain required permissions or approvals, (ii) inadvertently concludes that such permissions or approvals are not required,

16 unchanged sentences

in Planet Green’s securities may be prohibited under the HFCA Act.

Planet Green’s auditor, WWC, P.C., is headquartered in

California and has been inspected by the Public Company Accounting Oversight Board (United States) (the “PCAOB”) on a regular

Planet Green’s auditor, YCM CPA Inc., is headquartered

in California and has been inspected by the Public Company Accounting Oversight Board (United States) (the “PCAOB”) on a regular

Our auditor is not included in the list of PCAOB Identified Firms of having been unable to be inspected or investigated completely

4 unchanged sentences

the prohibitions under the HFCA Act from three years to two.

On February 4, 2022, the U.S.

House of Representatives passed a bill, which

contained, among other things, an identical provision.

If this provision is enacted into law and the number of consecutive non-inspection

years required for triggering the prohibitions under the HFCAA is reduced from three years to two, then the common stock could be prohibited

from trading in the United States as early as 2024.

Although we believe that the HFCA Act and the related regulations do not currently

affect us, we cannot assure you that there will not be any further implementations and interpretations of the Holding Foreign Companies

Accountable Act or the related regulations, which might pose regulatory risks to and impose restrictions on us because of our operations

in mainland China.

We are a diversified technology, chemical and chemical equipment and

consumer products company with presence in North America and China with the follow business lines:

to provide food and beverage products such as Cyan

brick tea, black tea and green tea as well as beef products in China;

to research, develop, manufacture and sell products

of formaldehyde, urea formaldehyde adhesive, methylal, ethanol fuel, fuel additives and clean fuel in China;

to develops and manufactures skid-mounted refueling

equipment, LNG cryogenic equipment and oil storage tank, and sells such products in China;

to develop and operate a demand side platform which

empowers buyers of advertising to manage and optimize their digital advertising across different real-time bidding networks in North

On December 29, 2022, the President signed the Consolidated Appropriations

Act, 2023, which, among other things, amended the HFCAA to reduce the number of consecutive years an issuer can be identified as a Commission-Identified

Issuer before the Commission must impose an initial trading prohibition on the issuer’s securities from three years to two years.

Therefore, once an issuer is identified as a Commission-Identified Issuer for two consecutive years, the Commission is required under

the HCFAA to prohibit the trading of the issuer’s securities on a national securities exchange and in the over-the-counter market.

Although we believe that the HFCA Act and the related regulations do not currently affect us, we cannot assure you that there will not

be any further implementations and interpretations of the Holding Foreign Companies Accountable Act or the related regulations, which

might pose regulatory risks to and impose restrictions on us because of our operations in mainland China.

Planet Green is engaged in a number of diverse

businesses, including consumer products, chemical products, advertising and mobile game.

Consumer Products Business

The Company’s consumer products business

is conducted through two subsidiaries:

Shandong Yunchu and Xianning Bozhuang.

Shandong Yunchu imports and distributes animal

proteins, mainly beef products in Chinese market.

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

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

with more than 8 years of development and accumulation.

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

restaurant operators, hotel chains and other food processors.

Over the past few years, Yunchu develops into a professional integrated

company, which can manage import, storage, whole sale, retail and distribution.

Xianning Bozhuang produces and distributes a variety

of Chinese tea leaves broadly categories including Cyan brick tea, black tea and green tea in China.

Shandong Yunchu mainly purchased frozen beef from

six countries:

Uruguay, Brazil, Chile, Argentina, Australia and New Zealand and 25 factories are involved.

The top ten suppliers include:

Marrig, Minerva S.A., G & K O’Connor Pty Ltd, Frigorifico matadero Pando ontilcor S.A., Las Moras, Frigorifico de Osorno S.A.,

ecoparks S.A., lorsinal S.A., and Minerva S.A.

The Company has established a stable long term cooperative relationship with

these beef and mutton manufacturers.

The stable supply provides competitive advantage for Company to procure various various beef products

with high quality and low price to meet the needs of domestic customers.

Our food products compete with those of other food

producers and processors and certain prepared food manufacturers.

We seek to achieve a leading market position for our products via our

principal marketing and competitive strategy, which includes:

identifying target markets for value-added products;

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

utilizing our national distribution systems and customer support services.

Past efforts indicate customer demand can be increased

and sustained through application of our marketing strategy, as supported by our distribution systems.

The principal competitive elements

are price, product safety and quality, brand identification, innovation, breadth and depth of product offerings, availability of products,

customer service and credit terms.

Black tea is produced in Guangxi, Sichuan, Yunnan,

Hunan, Hubei, Shanxi and Anhui provinces in China.

Our black tea products are processed in our factory in Hubei province and distributed

There are few large players on the market but we face fierce competition from numerous small black tea manufactures and distributors.

However, as our brand has over hundreds of year’s history, we have accumulated loyal consumers and gained favorable market reputation

Chemical Business

Jilin Chuangyuan is a leading chemical enterprise

integrating R & D, production and sales.

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

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

The main products are

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

Jilin Chuangyuan has

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

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

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

UF resin for waterproof particleboard.

Jingshan Sanhe has four production lines on an

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

Jingshan Sanhe researches, manufactures

and distributes ethanol fuel products in China.

The specialty chemical industry comprises a number

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

The Company cannot

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

However, the Company estimates it holds a leading regional

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

Competition in the industry

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

Since its inception,

the company has developed rapidly relying on advanced enterprise management and safe, effective, exclusive patented products and strong

marketing strength.

The production scale of formaldehyde is ranking top three among provinces in northeast China.

The production scale

of urea-formaldehyde glue attains the first place in China.

Our enterprise comprehensive strength is considered first tier among all companies

in northeast China.

There are many other companies operating in the

renewable energy.

Evolving consumer preferences, regulatory conditions, ongoing industry trends, and project economics have a strong effect

on the competitive landscape.

The clean energy markets are heavily fragmented.

We believe we are in a strong position to compete for new

project development and supply opportunities.

Competition for such opportunities, however, including the prices being offered for fuel

supply, affect the profitability of the opportunities we pursue, and may make opportunities unsuitable to pursue.

Jingshan Sanhe is one

of the top ten private enterprises in the region of Jingshan with 12 patents, 17 sets of professional laboratory equipment and 2 advanced

and complete production lines.

The market for vehicle fuels is highly competitive.

The biggest competition for alcohol-based high clean fuel used as a vehicle fuel is gasoline and diesel because most vehicles in our key

markets are powered by these fuels.

Many established businesses are in the market for alcohol-based high clean fuels and other alternatives

for use as vehicle fuel, including alternative vehicle and alternative fuel companies, refuse collectors, industrial gas companies, truck

stop and fuel station owners, fuel providers, utilities and their affiliates and other organizations.

If the alternative vehicle fuel market grows then

the number and type of participants in this market and their level of capital and commitments to alternative vehicle fuel programs will

We compete for vehicle fuel users based on demand for the type of fuel, which may be affected by a variety of factors, including,

among others, cost, supply, availability, quality, cleanliness, and safety of the fuel;

cost, availability and reputation of vehicles

convenience and accessibility of fueling stations;

regulatory mandates and other requirements;

and recognition of the brand.

We believe we compare favorably with our competitors based on these factors;

however, some of our competitors have substantially greater

financial, marketing, and other resources than we have.

As a result, these competitors may be able to respond more quickly to changes

in customer preferences, legal requirements or other industry or regulatory trends;

devote greater resources to the development, promotion

and sale of their products;

adopt more aggressive pricing policies, dedicate more effort to infrastructure and systems development in

support of their business or product development activities;

implement more robust or creative initiatives to advance consumer acceptance

of their products;

or exert more influence on the regulatory landscape that impacts the vehicle fuels market.

Advertising Business and Mobile Game Business

Fast Approach is a North America demand side platform

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

universities in North America.

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

ad exchange and data exchange through one interface.

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

advertising campaign strategies.

Allinyson is an entrepreneurial game company which

has the capacity to conduct independent research, development, and operations, aiming to create the most popular and world-class influential

game products.

The company adheres to the team building concept of “Small but Precise” and carries out the development and operation

of game business with the core R&D and operation backbone.

It has developed and operated several fun and relaxing games which ranked

top in the Philippines in terms of downloads and users.

Block Puzzle is the crown jewel among all the games with its top ranking in the

overall APP ranking in the Philippines.

The Trade Desk is the largest, independent programmatic

advertising DSP for digital media buyers in the world.

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

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

The Trade Desk is the major competitor in north

The market for mobile game is fragmental

and competitive.

We only provide limited number of mobile games which are recognized in Philippine mobile game market.

Raw Materials

Our business depends on obtaining a reliable supply

of various products, including tea, refined methanol, methanol, formaldehyde, polymer emulsion and beef products.

Because of the diversity

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

We obtain our raw materials primarily from domestic

procurement for our tea production, formaldehyde and methanol products.

Shandong Yunchu carries out our beef products business.

It mainly purchased frozen beef from six countries:

Uruguay, Brazil, Chile, Argentina, Australia and New Zealand and 25 factories are

The top ten suppliers include:

Marrig, Minerva S.A., G & K O’Connor Pty Ltd, Frigorifico matadero Pando ontilcor S.A., Las

Moras, Frigorifico de Osorno S.A., Ersinal S.A.

ecoparks S.A., lorsinal S.A., and Minerva S.A.

The Company has established a stable long

term cooperative relationship with these beef and mutton manufacturers.

The stable supply provides competitive advantage for Company to

procure various various beef products with high quality and low price to meet the needs of domestic customers.

We select suppliers based on price and product

We typically rely on numerous domestic suppliers, including some with whom we have a long-term relationship.

Our suppliers generally

include wholesale agricultural product companies, food production companies, tea bag processing companies and chemical products wholesale

Our Customers

Our products are sold both in Chinese domestic

Shandong Yunchu distributes beef products in China including several major beef products providers and distributors in China,

Henan Hengdu Food Co., Ltd, Shanxi Pingyao Beef Group, Shandong Delis Food Co., Ltd and Heilongjiang Binxi Group.

When it comes

to manufacturing and sales of synthetic fuel products, we do business through direct sales, constructing refuel facilities and conducting

technical cooperation with other companies.

Our Sales and Marketing Efforts

We have not spent a significant amount of capital

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

In 2023, our marketing and branding efforts mainly focus

on internet advertising and long-term customers.

Organizational Structure

Planet Green was incorporated in Nevada on February 4, 1986 and effective

on November 12, 2009, Planet Green reincorporated in Nevada from Delaware.

Planet Green was formerly known as American Lorain Corporation.

Planet Green was incorporated in Nevada on February

4, 1986 and effective on November 12, 2009, Planet Green reincorporated in Nevada from Delaware.

Planet Green was formerly known as American

Lorain Corporation.

The following diagram illustrates our corporate

structure including our subsidiaries and our VIEs.

structure including our subsidiaries and our VIE.

On May 9, 2019, the Company and Shanghai Xunyang

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Company and its subsidiary terminated series of VIE agreements and acquired 100% equity ownership of Xianning Bozhuang.

On June 5, 2020, the Company entered into a share exchange agreement with

Fast Approach to acquire all outstanding shares of Fast Approach, a corporation incorporated under the laws of Canada and in the business

of operating a demand side platform.

Upon completing the transaction, Fast Approach became a wholly owned subsidiary of the Company.

Approach owns 100% equity of Shanghai Shuning.

On June 5, 2020, the Company entered into a share

exchange agreement with Fast Approach to acquire all outstanding shares of Fast Approach, a corporation incorporated under the laws of

Canada and in the business of operating a demand side platform.

Upon completing the transaction, Fast Approach became a wholly owned subsidiary

of the Company.

Fast Approach owns 100% equity of Shanghai Shuning.

On January 4, 2021, through Jiayi Technologies,

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

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

The Company is considered

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

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

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

VIE agreements with Jingshan Sanhe on the same date.

On December 9, 2021, the Company and Jiayi Technologies, a subsidiary of

the Company, entered into a Share Exchange Agreement with Shandong Yunchu and each of shareholders of Shandong Yunchu.

Upon closing of

the transaction, Jiayi Technologies acquired 100% equity ownership of Shandong Yunchu.

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

The Company is considered the primary

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

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

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

with Jingshan Sanhe on the same date.

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

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

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

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

ownership of Jingshan Sanhe Luckysky.

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

a subsidiary of the Company, entered into a Share Exchange Agreement with Shandong Yunchu and each of shareholders of Shandong Yunchu.

Upon closing of the transaction, Jiayi Technologies acquired 100% equity ownership of Shandong Yunchu.

On April 8, 2022, the Company entered into a Share

Purchase Agreement with Allinyson Ltd.

and each of shareholders of Allinyson.

Upon closing of the transaction, the Company acquired 100%

equity ownership of Allinyson.

VIE Arrangements

We currently have two VIEs under its structure:

(1) Jilin Chuangyuan, and (2) Anhui Ansheng, which are business entities incorporated in China.

The Company is considered the beneficiary

of the two VIEs only for accounting purpose.

We currently have Jilin Chuangyuan as VIE under

its corporate structure.

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

On March 9, 2021, through Jiayi Technologies, the

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are currently owned by Xiaodong Cai.

On December 16, 2022, Jiayi Technologies, a subsidiary

of the Company, terminated the VIE agreements with Anhui Ansheng, a former VIE of Planet Green.

Each of the VIE Agreements is described in detail

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As discussed above, we operate a portion of business

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

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

The VIE structure provides our business operations in China with

contractual exposure to foreign investment.

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

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

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

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

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

If the PRC government deems that the contractual arrangements

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

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

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

It is uncertain whether

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

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

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

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

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

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

or the VIEs’ ability to transfer cash and assets.

Consolidating Statements of Income Information

The following is the tabular form condensed consolidating

schedule depicting the financial position, cash flows and results of operations for the parent, the subsidiaries, the consolidated variable

interest entities, and any eliminating adjustments separately - as of and for the year ended December 31, 2021.

Financial Information Related to the VIEs:

Audited Consolidated Balance Sheets

Planet Green Holdings Corp.

Audited Consolidated Balance Sheets

As of December 31, 2021

(Stated in US Dollars)

Current assets

Cash and cash equivalents

Restricted cash

Accounts receivable, net

Advances to suppliers

Other receivables

Inter-company receivable

(42,057,403 )

Other receivables-related parties

Total current assets

(42,057,403 )

Non-current assets

Plant and equipment, net

Intangible assets, net

Construction in progress, net

Prepayment investments

Long-term investments

Investment in real estates

Deferred tax assets

Right-of-use assets

Total non-current assets

(23,476,177 )

(65,533,580 )

Liabilities and Stockholders’ Equity

Current liabilities

Short-term bank loans

Accounts payable

Advance from customers

Taxes payable

Other payables and accrued liabilities

Intercompany payable

(45,586,457 )

Other payables-related parties

Lease liabilities-current portion

Deferred income

Total current liabilities

(45,586,457 )

Non-current liabilities

Lease liabilities - non-current

Long-term payables

Total non-current liabilities

Total liabilities

(45,586,457 )

Stockholders’ equity

Issued and outstanding as of December 31, 2021

(25,351,511 )

Additional paid-in capital

Statutory reserve

Accumulated deficit

(72,918,741 )

(94,072,383 )

Accumulated other comprehensive income

Non-controlling interests

Total stockholders’ equity

(19,947,123 )

Total liabilities and stockholders’ equity

(65,533,580 )

Audited Consolidated Statements of Operations and Comprehensive

(Loss) Income:

Planet Green Holdings Corp.

Audited Consolidated Statements of Operations

and Comprehensive (Loss) Income

For the Years Ende December 31, 2021

(Stated in US Dollars)

Cost of revenues

Operating expenses:

Selling and marketing expenses

General and administrative expenses

& developing expenses

Total operating

(loss) income

( 2,936,181 )

( 1,384,590 )

( 6,236,349 )

Other (expenses) income

Interest income

Interest expenses

Other expenses

Impairment of goodwill

( 3,263,424 )

(expenses) income

( 3,502,661 )

( 3,698,302 )

(Loss) income

before income taxes

( 2,799,940 )

( 1,392,003 )

( 3,139,545 )

( 9,934,651 )

Income tax expenses

( 2,800,087 )

( 1,392,003 )

( 3,195,848 )

( 9,991,101 )

Net (loss) income attributable

to non-controlling interest

income attributable to common shareholders

$ (1,751,428 )

$ ( 2,800,087 )

$ (1,392,003 )

$ ( 2,945,232 )

$ ( 9,740,485 )

Audited Consolidated cash flow information:

Planet Green Holdings Corp.

Audited Consolidated Statements of Cash Flows

For the Years Ended December 31, 2021

(Stated in US Dollars)

Net cash used in operating activities

$ (7,947,439 )

Net cash used in investing activities

(11,814,402 )

Net cash provided by financing activities

Net decrease in cash and cash equivalents

Effect of exchange rate on cash

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

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

to exert influence on the business operations of the VIE.

The VIE structure provides our business operations in China with contractual

exposure to foreign investment.

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

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

Chinese regulatory

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

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

to significantly decline or become worthless.

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

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

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

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

It is uncertain whether any new PRC laws

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

In addition, to

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

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

To the extent cash

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

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

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

ability to transfer cash and assets.

Cash Flows through Our Organization:

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operations of its own.

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

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

subsidiaries.

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

Hong Kong subsidiaries, Lucky Sky Planet Green Holdings Co., Limited (HK), and Bless Chemical Co., Ltd.

(HK) by additional capital contributions

or shareholder loans, as the case may be;

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

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

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

(HK) by additional capital contributions or shareholder

loans, as the case may be;

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

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

and (4) our PRC subsidiaries may make dividends

12 unchanged sentences

subsidiaries.

As of December 31, 2021, our VIEs owned $[ 6,901,203 ] to our WOEFs as loan.

As of December 31, 2021, we were not subject

to any actual foreign exchange restrictions.

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

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

any actual foreign exchange restrictions.

We have no present plans to distribute earnings

3 unchanged sentences

on our ability to transfer assets within our organization

Current foreign exchange and other regulations in

the PRC may restrict our PRC subsidiaries and VIEs in their ability to transfer their net assets to Planet Green and its subsidiaries

Current foreign exchange and other regulations

in the PRC may restrict our PRC subsidiaries and VIE in their ability to transfer their net assets to Planet Green and its subsidiaries

and to investors.

13 unchanged sentences

As a result, we need to obtain

SAFE approval to use cash generated from the operations of our PRC subsidiaries and VIEs to pay off their respective debt in a currency

SAFE approval to use cash generated from the operations of our PRC subsidiaries and VIE to pay off their respective debt in a currency

other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than

25 unchanged sentences

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

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

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

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

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

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

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

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

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

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

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

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

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

16 unchanged sentences

by PRC governmental with little advance notice.

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

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

before making a decision to purchase any of our securities.

Enforcement of Civil Liabilities

35 unchanged sentences

by you in protecting your interests.

We grow, produce and distribute Cyan brick tea, black tea and green

tea in China through our wholly owned subsidiary Xianning Bozhuang.

We import and distribute beef products in China through our wholly

owned subsidiary Shandong Yunchu.

We research, develop, manufacture and sell products of clean fuel,

liquid wax, arene and biomass fuel through Jingshan Sanhe and we research, develop, manufacture and sell formaldehyde, urea formaldehyde

adhesive, methylal, and clean fuel products through Jilin Chuangyuan.

We research, develop and manufacture skid-mounted

refueling equipment, LNG cryogenic equipment and oil storage tank, and sells such products in China through our VIE, Anhui Ansheng.

We provide a demand-side platform for online advertising which allows

buyers of digital advertising inventory to manage multiple advertising exchange and data exchange through one interface.

Our online advertising

service is provided by Fast Approach.

Our Manufacturing Facilities

We currently manufacture our products and provide services in Meihekou

City of Jilin Province, Jingshan City and Xianning City of Hubei Province, Qingdao City of Shandong Province, Xuancheng City of Anhui

Province in China, and Toronto in Canada.

The following table indicates the year that operations commenced at

each of the facilities and the size of the facilities.

We currently manufacture our products and provide

services in Meihekou City of Jilin Province, Jingshan City and Xianning City of Hubei Province, Qingdao City of Shandong Province, and

Toronto in Canada.

The following table indicates the year that operations

commenced at each of the facilities and the size of the facilities.

Facility Size

2 unchanged sentences

Jilin Chuangyuan***

Anhui Ansheng****

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

** Became a subsidiary in September 2021.

*** Became a VIE in March 2021.

**** Became a VIE in July, 2021

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

a subsidiary in September 2021.

a VIE in March 2021.

Production Lines

We currently manufacture our products using production lines.

The production process for our cyan brick tea products involves, primary

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

The production process for our black

tea products involves selecting and sorting the fresh leaves, withering, rolling, fermenting, baking and drying, grading according to

color, prompting fragrance, packing and warehousing.

The production process for our green tea products involves selecting and sorting

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

The production process for our formaldehyde products is illustrated

The raw material methanol, after being injected into the high position tank, enters the methanol evaporator through the filter,

mixes with the air from the roots blower to form the binary mixture, and then adds steam to form the ternary mixture, which is heated

by the superheater to 120 ℃ and enters the oxidizer, carries out oxidation and dehydrogenation reaction through the silver catalyst

to form the formaldehyde gas, and then absorbs the formaldehyde solution through the first absorption tower and the second absorption

The production process for our cyan brick tea

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

The production

process for our black tea products involves selecting and sorting the fresh leaves, withering, rolling, fermenting, baking and drying,

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

The production process for our green tea products involves

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

packing and warehousing.

The production process for our formaldehyde products

is illustrated as follows.

The raw material methanol, after being injected into the high position tank, enters the methanol evaporator

through the filter, mixes with the air from the roots blower to form the binary mixture, and then adds steam to form the ternary mixture,

which is heated by the superheater to 120 ℃ and enters the oxidizer, carries out oxidation and dehydrogenation reaction through

the silver catalyst to form the formaldehyde gas, and then absorbs the formaldehyde solution through the first absorption tower and the

second absorption tower.

The excess waste gas is burned out by the exhaust gas boiler.

The production process for our methyl starting with the raw materials

methanol and formaldehyde are pumped into the reaction distillation tower according to the proportion.

At the bottom of the tower, formaldehyde

and methanol are indirectly heated by steam.

The reaction liquid vapor from the tower upwards through the catalyst reaction to produce

methyl acetal, and then through the distillation tower separation, cooling, the final product methyl acetal.

The production process for our methyl starting

with the raw materials methanol and formaldehyde are pumped into the reaction distillation tower according to the proportion.

At the bottom

of the tower, formaldehyde and methanol are indirectly heated by steam.

The reaction liquid vapor from the tower upwards through the catalyst

reaction to produce methyl acetal, and then through the distillation tower separation, cooling, the final product methyl acetal.

The production process for our urea-formaldehyde

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product is formed after cooling treatment.

The production process for our clean fuel oil

is illustrated as follows.

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

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

The production process for our clean fuel

oil is illustrated as follows.

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

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

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

2 unchanged sentences

powder (re-dispersible latex powder) is demonstrated as follows.

Using polymer emulsion (VAE emulsion) as raw material, all kinds of

additives are added, and then transported to the reaction kettle through diaphragm pump to warm up and mix evenly, and then transported

to the mixing kettle with additives through diaphragm pump to mix evenly, then transported to the high-speed reactor through diaphragm

pump to emulsify, emulsified and then transported to the spare material tank through the diaphragm pump, and then transported to the

spray drying tower through the spare material tank through the diaphragm pump to form polymer powder after spray drying, and the polymer

powder and various additives are mixed and screened through the mixer to be packed into the warehouse.

The following table shows the number and types of production lines,

the types of products produced and the production capacity as of the date of this report:

Using polymer emulsion (VAE emulsion) as raw material, all kinds of additives

are added, and then transported to the reaction kettle through diaphragm pump to warm up and mix evenly, and then transported to the mixing

kettle with additives through diaphragm pump to mix evenly, then transported to the high-speed reactor through diaphragm pump to emulsify,

emulsified and then transported to the spare material tank through the diaphragm pump, and then transported to the spray drying tower

through the spare material tank through the diaphragm pump to form polymer powder after spray drying, and the polymer powder and various

additives are mixed and screened through the mixer to be packed into the warehouse.

The following table shows the number and types

of production lines, the types of products produced and the production capacity as of the date of this report:

Production Lines

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Annual production capacity of 120,000 tons of formaldehyde, 100,000 tons of urea formaldehyde glue, 3,0000 tons of methylal and 20,000 tons of clean fuel oil

Anhui Ansheng

Cryogenic Liquid Storage Tank, Microbulk Solutions for IG –Pama, Medical oxygen integrated air supply station, Microbulk Solutions for LNG -Pama, Integrated LNG Supply Staion-AYS, Vaporizer for industrial gases and LNGL-CNG filling station, Container LNG filling station, Gas supply station design and installation

Provided more than 1,000 sets of IG and LNG equipment’s and installation services for customers

We operate our production lines year-round.

1 unchanged sentence

Our Supply Sources

Our business depends on obtaining a reliable supply of various products,

including tea, refined methanol, methanol, formaldehyde, polymer emulsion and beef products.

Because of the diversity of available sources

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

We obtain our raw materials primarily from domestic procurement for

our tea production, formaldehyde and methanol products.

When it comes to our beef products, we rely on overseas suppliers to import the

raw materials.

Our business depends on obtaining a reliable supply

of various products, including tea, refined methanol, methanol, formaldehyde, polymer emulsion and beef products.

Because of the diversity

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

We obtain our raw materials primarily from domestic

procurement for our tea production, formaldehyde and methanol products.

When it comes to our beef products, we rely on overseas suppliers

to import the raw materials.

Shandong Yunchu carries out our beef products business.

9 unchanged sentences

to procure various beef products with high quality and low price to meet the needs of domestic customers.

We select suppliers based on price and product quality.

rely on numerous domestic suppliers, including some with whom we have a long-term relationship.

Our suppliers generally include wholesale

agricultural product companies, food production companies, tea bag processing companies and chemical products wholesale company.

We select suppliers based on price and product

We typically rely on numerous domestic suppliers, including some with whom we have a long-term relationship.

Our suppliers generally

include wholesale agricultural product companies, food production companies, tea bag processing companies and chemical products wholesale

Our Customers

Our products are sold both in Chinese domestic market and overseas

We sell our agricultural products in first-tier cities in China, including

Beijing, Shanghai, Tianjin and Guangzhou.

Our sales team sells our products directly to supermarket chains, mass merchandisers, large

wholesalers, restaurants and others in these markets.

In second-tier and third-tier cities, we currently sell our products to third-party

distributors, such as food companies or trading companies with established distribution channels in such regions, rather than through

our own sales team.

The terms of a typical sales contract between us and our distributors provide that we are responsible for transportation

costs and the distributors are responsible for storage costs.

Furthermore, the distributors have the right to return products that fail

to satisfy specified quality standards, at our cost.

The majority of such contracts require the distributors to pay us in cash in full

upon delivery, and the remaining contracts provide for short-term credit, usually two to three weeks.

We also operate an online store

on Tmall, an open business-to-consumer (B2C) platform in China, to sell tea products to consumers directly.

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

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

Province, China.

Our products are sold in Chinese domestic market.

As to our formaldehyde products, vehicles gasoline

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

formaldehyde in Jilin Province, China.

When it comes to manufacturing and sales of synthetic

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

Anhui Ansheng’s Insulation type explosion-proof

skid-mounted refueling equipment and SF double-layer buried type storage tank are the leading brands in the industry.

The company is

China National Petroleum Corporation’s Top 5 supplier for SF double layer buried storage tanks.

The production scale and market

share of the Explosion-proof skid-mounted refueling equipment are both ranking No.1 in China and such product is a success in overseas

markets as well.

Shandong Yunchu distributes beef products in

China including several major beef products providers and distributors in China, such as:

Henan Hengdu Food Co., Ltd, Shanxi Pingyao

Beef Group, Shandong Delis Food Co., Ltd and Heilongjiang Binxi Group.

Shandong Yunchu distributes beef products in China

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

Shandong Delis Food Co., Ltd.

and Heilongjiang Binxi Group.

Our Sales and Marketing Efforts

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

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

In 2021, our marketing and branding efforts mainly focus on internet advertising

and long-term customers.

Competition and Market Position

Black tea is produced in Guangxi, Sichuan, Yunnan, Hunan, Hubei, Shanxi

and Anhui provinces in China.

Our black tea products are processed in our factory in Hubei province and distributed nationwide.

are few large players on the market but we face fierce competition from numerous small black tea manufactures and distributors.

as our brand has over hundreds of year’s history, we have accumulated loyal consumers and gained favorable market reputation over

Competitive factors in our industry include product innovation, product

quality, price, brand recognition and loyalty, product variety and ingredients, product packaging and package design, effectiveness of

marketing and promotional activity, and our ability to identify and satisfy consumer tastes and preferences.

Since its inception, the company has developed rapidly relying on

advanced enterprise management and safe, effective, exclusive patented products and strong marketing strength.

The production scale of

formaldehyde is ranking top three among provinces in northeast China.

The production scale of urea-formaldehyde glue attains the first

place in China.

Our enterprise comprehensive strength is considered first tier among all companies in northeast China.

Jingshan Sanhe is one of the top ten private enterprises

in the region of Jingshan with 12 patents, 17 sets of professional laboratory equipment and 2 advanced and complete production lines.

Anhui Ansheng was established in May 2012, with

a registered capital of RMB 30 million and an area of approximately 100,000 square meters.

It is equipped with advanced manufacturing

and testing equipment, and has first-class R&D, manufacturing and management team in the industry.

Anhui Ansheng has three business

Insulation type explosion-proof skid-mounted refueling equipment business division, LNG cryogenic equipment business division

and SF double deck oil storage tank business division.

Anhui Ansheng has the national pressure vessel manufacturing certificate, pressure

pipeline installation license, ASME U certificate and T certificate, national industrial production license, ISO9001 quality management

system certificate, ISO14001 environmental management system certificate, QHSAS18001 occupational health and safety management system

certificate, as well as UL certificate, etc.

It’s Insulation type explosion-proof skid-mounted refueling equipment and SF double-layer

buried type storage tank are the leading brands in the industry.

Anhui Ansheng is China National Petroleum Corporation’s Top 5 supplier

for SF double layer buried storage tanks.

The production scale and market share of the Explosion-proof skid-mounted refueling equipment

are both ranking No.1 in China and such product is a success in overseas markets as well.

Jilin Chuangyuan is a leading chemical enterprise integrating R &

D, production and sales.

main products and annual production capacity are 120,000 tons of formaldehyde, 100,000 tons of urea formaldehyde glue, 3,0000 tons of

methylal and 20,000 tons of clean fuel oil respectively.

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

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

The main products

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

Shandong Yunchu mainly purchased frozen beef from six countries:

Brazil, Chile, Argentina, Australia and New Zealand and 25 factories are involved.

The top ten suppliers include:

Marrig, Minerva S.A.,

G & K O’Connor Pty Ltd, Frigorifico matadero Pando ontilcor S.A., Las Moras, Frigorifico de Osorno S.A., Ersinal S.A.

ecoparks S.A.,

lorsinal S.A., and Minerva S.A.

The Company has established a stable long term cooperative relationship with these beef and mutton manufacturers.

The stable supply provides competitive advantage for Company to procure various various beef products with high quality and low price

to meet the needs of domestic customers.

We have not spent a significant amount of capital

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

In 2023, our marketing and branding efforts mainly focus

on internet advertising and long-term customers.

Intellectual Property

The company vigorously implements scientific and technological innovation.

Jingshan Sanhe obtains 12 practical patent certificates from the State Intellectual Property Office of the PRC, which includes

a diesel exhaust cleaner and its preparation method, a kind of automobile exhaust cleaner and preparation method, a kind of filtering

device for exhaust port of cleaning liquid production plant, a kind of automobile cleaner dispensing device, a kind of liquid dispensing

equipment, a kind of mixing and stirring tank, a kind of cleaning brush for cleaning agent storage tank, a kind of reactor for producing

auto cleaner, a kind of cleaning brush for cleaning agent mixing kettle, a kind of mixing tank, a cleaning tool for cleaning the reactor

for detergent production and a kind of mixing and defoaming tank.

The company will give full play to the advantages of independent intellectual

property rights, continue to innovate, maintain the leading technology and enhance the core competitiveness of the company.

Anhui Ansheng obtains 1 invention patent and 23 utility patents from

the State Intellectual Property Office of the PRC, which includes a LNG tank container with self-balancing lifting mechanism, a LNG tank

type container type with intermediate moving positioning mechanism, a LNG tank container with new vehicle mounted support frame, a LNG

tank type container type with integrated fixed frame, Self-drying gas station canopy, fuel dispenser, a constant temperature and pressure

unloading device for gasification station, integrated mobile LNG gasification station, an integrated skid type LNG filling station, fuel

dispenser with automatic coordination position, a LNG tank type container type with self-balancing lifting mechanism, an anti-breaking

mechanism at the inlet and a outlet of pump pool in LNG integrated gas filling device.

We take reasonable steps to protect our proprietary information and

trade secrets, such as limiting disclosure of proprietary plans, methods and other similar information on a need-to-know basis and requiring

employees with access to our proprietary technology to enter into confidentiality arrangements.

We believe that our proprietary technology

and trade secrets are adequately protected.

The company vigorously implements scientific and

technological innovation.

Jingshan Sanhe obtains 12 practical patent certificates from the State Intellectual Property Office of the PRC,

which includes a diesel exhaust cleaner and its preparation method, a kind of automobile exhaust cleaner and preparation method, a kind

of filtering device for exhaust port of cleaning liquid production plant, a kind of automobile cleaner dispensing device, a kind of liquid

dispensing equipment, a kind of mixing and stirring tank, a kind of cleaning brush for cleaning agent storage tank, a kind of reactor

for producing auto cleaner, a kind of cleaning brush for cleaning agent mixing kettle, a kind of mixing tank, a cleaning tool for cleaning

the reactor for detergent production and a kind of mixing and defoaming tank.

The company will give full play to the advantages of independent

intellectual property rights, continue to innovate, maintain the leading technology and enhance the core competitiveness of the company.

We take reasonable steps to protect our proprietary

information and trade secrets, such as limiting disclosure of proprietary plans, methods and other similar information on a need-to-know

basis and requiring employees with access to our proprietary technology to enter into confidentiality arrangements.

We believe that our

proprietary technology and trade secrets are adequately protected.

Our Employees

As of December 31, 2021, we had a total of 185 employees.

Approximately

185 of our full-time employees are directly employed by our subsidiaries and VIEs.

The following table sets forth the allocation of employees, both direct

and leased, by job function.

As of December 31, 2023, we had a total of 143

Approximately 143 of our full-time employees are directly employed by our subsidiaries and VIE.

The following table sets forth the allocation of

employees, both direct and leased, by job function.

Research and Development

1 unchanged sentence

Administration

We have not experienced any significant problems or disruption to

our operations due to labor disputes, nor have we experienced any difficulties in recruitment and retention of experienced staff.

We compensate our production line employees by unit produced (piece

work) and compensate other employees with a base salary and bonus based on performance.

We also provide training for our staffs from

time to time to enhance their technical and product knowledge, including knowledge of industry quality standards.

Our employees participate in state pension scheme and various types

of social insurance organized by municipal and provincial governments.

Outsourcing agents are responsible for contributions on behalf

of the leased employees.

We have not experienced any significant problems

or disruption to our operations due to labor disputes, nor have we experienced any difficulties in recruitment and retention of experienced

We compensate our production line employees by

unit produced (piece work) and compensate other employees with a base salary and bonus based on performance.

We also provide training

for our staffs from time to time to enhance their technical and product knowledge, including knowledge of industry quality standards.

Our employees participate in state pension scheme

and various types of social insurance organized by municipal and provincial governments.

Outsourcing agents are responsible for contributions

on behalf of the leased employees.

Our Research and Development Activities

We have research and development staffs at each of our facilities.

We have research and development staffs at each

of our facilities.

In total, 5 employees are dedicated to research and development.

Jingshan Sanhe owns a professional laboratory

which includes 17 sets of professional experimental equipment operated by 6 high-end scientific research experts to ensure the high

quality of raw materials and products.

Jilin Chuanyuan was jointly awarded by Jilin Provincial Department

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

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

Specifically, it is a kind of urea formaldehyde resin adhesive with ultra-low formaldehyde emission and its preparation process, ZL 201510055885x.

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

Beihua University

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

On top of that, the company also successfully developed the urea formaldehyde

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

We rely heavily on customer feedback to assist us in the modification

and development of our products.

Jingshan Sanhe owns a professional laboratory which

includes 17 sets of professional experimental equipment operated by 2 high-end scientific research experts to ensure the high quality

of raw materials and products.

Jilin Chuanyuan was jointly awarded by Jilin Provincial

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

innovation laboratory by 3 high-end scientific research experts.

The company currently carries out a project of transformation of scientific

and technological achievements with Beihua University.

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

emission and its preparation process, ZL 201510055885x.

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

and technology progress award.

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

On top of that, the

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

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

We rely heavily on customer feedback to assist

us in the modification and development of our products.

We also utilize customer feedback to assist us in the development of new products.

The amount we spent on research and development activities during

the years ended December 31, 2021 and 2020 was not a material portion of our total expenses for those years.

The amount we spent on research and development

activities during the years ended December 31, 2023 and 2022 was not a material portion of our total expenses for those years.

Government Regulation

As a company that continuously strives to create new value, we have

been doing business in five areas:

As a company that continuously strives to create

new value, we have been doing business in five areas:

tea product cultivation, packaging, and sales;

manufacturing and sales of synthetic fuel products,

formaldehyde products, vehicles gasoline and diesel products;

manufacturing of insulation type explosion-proof skid-mounted refueling

equipment and SF double-layer buried type storage tank products business;

manufacturing and sales of synthetic

fuel products, formaldehyde products, vehicles gasoline and diesel products;

manufacturing of insulation type explosion-proof skid-mounted

refueling equipment and SF double-layer buried type storage tank products business;

importing and distribution of beef products and multimedia

design, advertising business.

Our tea product cultivation, packaging, and sales business is subject

to regulations of China’s Agricultural Ministry and Ministry of Health.

This regulatory scheme governs the manufacture (including

composition and ingredients), labeling, packaging and safety of food.

It also regulates manufacturing practices, including quality assurance

programs, for foods through its current manufacturing practice regulations, and specifies the standards of identity for certain foods.

We have obtained approvals from Chinese authorities for products that requires the approval under regulations, including quality safety

approval from government.

Our manufacturing and sales of chemical products business is subject

to multiple regulations under PRC law.

We have complete certificates, including the work safety license, production license and emission

We have passed the environmental assessment acceptance and currently works on the promotion to the second level of work safety

standardization from the third level.

Our operation meets the requirements of relevant national laws, regulations, standards and specifications,

as well as other the requirements of national management departments at all levels.

Our manufacturing of insulation type explosion-proof skid-mounted

refueling equipment and SF double-layer buried type storage tank products business, carried out by Anhui Ansheng, is subject to multiple

regulations under PRC law.

We have obtained required certificates, including the national industrial product production license, Manufacture

License of Special Equipment (pressure vessels), installation, alteration, repair & maintenance license of special equipment (pressure

tunnel), the American Society of Mechanical Engineers certificate of authorization, environmental management system certification and

quality management system certification.

Our importing and distribution of beef products business is carried

out by Shandong Yunchu and we have obtained relevant certifications including the record registration form of foreign trade operators

and food business license.

As to our multimedia design and advertising business, we are licensed

to operate data related business in China through our subsidiary, Shanghai Shuning.

Our tea product cultivation, packaging, and sales

business is subject to regulations of China’s Agricultural Ministry and Ministry of Health.

This regulatory scheme governs the manufacture

(including composition and ingredients), labeling, packaging and safety of food.

It also regulates manufacturing practices, including

quality assurance programs, for foods through its current manufacturing practice regulations, and specifies the standards of identity

for certain foods.

We have obtained approvals from Chinese authorities for products that requires the approval under regulations, including

quality safety approval from government.

Our manufacturing and sales of chemical products

business is subject to multiple regulations under PRC law.

We have complete certificates, including the work safety license, production

license and emission license.

We have passed the environmental assessment acceptance and currently works on the promotion to the second

level of work safety standardization from the third level.

Our operation meets the requirements of relevant national laws, regulations,

standards and specifications, as well as other the requirements of national management departments at all levels.

Our importing and distribution of beef products

business is carried out by Shandong Yunchu and we have obtained relevant certifications including the record registration form of foreign

trade operators and food business license.

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/A

Item 1. Business