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Item 9A. Controls and Procedures

2024-12-13 compared with 2023-03-09 · 1032 added, 1233 removed, 633 unchanged (78% 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, 2021.

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

31, 2021, our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial

reporting described below.

Internal Controls over Financial Reporting

Management’s Annual Report on Internal Control over Financial

Our management is responsible for establishing and maintaining adequate

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

Under the supervision and with

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

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

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

Based on that evaluation, our management concluded

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

The material weakness and significant deficiency identified by our

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

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

We did not have sufficient and skilled

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

GAAP commensurate with our financial reporting

requirements.

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

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

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

would provide sufficient relevant education relating to U.S.

Our staff will require substantial training to meet the demands of

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.

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

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

our internal control over financial reporting.

Inherent Limitations over Internal Controls.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes

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

(i) pertain to the maintenance

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

(ii) provide reasonable assurance

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

GAAP, and that our receipts and

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

(iii) provide reasonable

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

financial statements.

Management, including our Chief Executive Officer and Chief Financial

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

No matter how well designed and operated, a control

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

Further, the design of

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

to their costs.

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

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

Also, projections of any evaluation

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

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

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.

From June 2016 to June 2018,

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

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,

From May 2014 to May 2016, Ms.

was 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.

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 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

Chao Chen has served as a director of the Company since

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

Prior to that, she was an attorney at Beijing Lanpeng

Law Firm from May 2015 to August 2019.

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

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

York Stock Exchange, from November 2018 to January 2019.

From September 2013 to May 2015, Ms.

Chen served as the senior project manager

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

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

Chen received her Master of Law degree from

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

King Fai Leung has served as a director of the Company

since July 2019.

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.

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.

We believe Ms.

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.

In addition, Mr.

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

the financial related business (HKG:

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

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

fuel in China (HKG:

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

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

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

8109), Biostar Pharmaceuticals, Inc.,

a pharmaceutical and medical nutrient products company (OTC Pink:

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

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

Leung earned his Bachelor of Commerce in

Accounting and Finance from Deakin University in Victoria, Australia.

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

Yang Cao has served as a director of the Company since

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

Prior to that,

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

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

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.

degree from Hankou College and

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

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 our company.

are elected until their successors are duly elected and qualified.

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

There are no family relationships among our directors or officers.

Board of Directors

Our Board met on twelve occasions during fiscal year 2021.

the members of our Board attended more than 75% of the total number of meetings held by our Board and the committees on which each director

served during fiscal year 2021.

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 Chao Chen, all of whom are independent

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

Leung is the chairman

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

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

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

by writing to:

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

2 nd Floor, Flushing, NY, 11345.

the fiscal year ended December 31, 2021, our Audit Committee held four meetings.

Compensation Committee

The functions of the Compensation Committee are as follows:

to assist our Board in discharging its responsibilities

with respect to compensation of our executive officers and directors;

to evaluate the performance of our executive officers;

to assist our Board in developing succession plans

for executive officers;

to administer our stock and incentive compensation

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

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

Fai Leung and Yang Cao.

Chen is the chairman of the Compensation Committee.

All current members of the Compensation Committee are

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

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

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

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

serves on our Board of Directors or Compensation Committee.

The Compensation Committee may not delegate its responsibilities to

another committee, individual director or member of management.

The Compensation Committee meets on an annual basis and holds special

meetings as needed.

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

or a majority of Committee members.

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

Committee relating to compensation of other executive officers.

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

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.

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.

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, Chao Chen and King Fai Leung.

Cao is the chairman of the Compensation Committee.

During the fiscal year 2021, our Nominating

and Corporate Governance Committee held one meeting.

Stockholder Nominations for Director

Stockholders may propose candidates for board membership

by writing to:

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

2 nd Floor, Flushing, NY, 11354.

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

the candidate’s

name, address and other contact information;

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

any information required

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

information regarding related party

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

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;

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

any actual or potential conflicts of interest;

the nominee’s

biographical data, current public and private company affiliations, employment history and qualifications and status as “independent”

under applicable securities laws and stock exchange requirements.

Nominees proposed by stockholders will receive the same consideration

as other nominees.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served,

as a member of the Board of Directors or compensation committee of any entity that has one or more officers serving on our Board of Directors.

Code of Ethics

Our Board adopted a Code of Ethics that applies to all of our directors,

executive officers, including our principal executive officer, principal financial officer and principal accounting officer, and employees.

The Code of Ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations

and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and

reporting of violations of the code.

The Code of Ethics is available on our website at http://www.planetgreenholdings.com, and a copy

of the Code of Ethics is available to any stockholder requesting a copy by writing to:

Planet Green Holdings Corp., c/o Board of Director

Office, 36-10 Union St.

2nd Floor, Flushing, NY, 11345.

We intend to disclose on our website, in accordance with all applicable laws

and regulations, amendments to, or waivers from, our Code of Ethics.

Legal Proceedings

To the Company’s knowledge, there are no material proceedings

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

adverse to the Company.

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, 2020 and 2021 for services provided to

us and our subsidiaries and VIEs.

None of our current executive officers earned compensation that exceeded $100,000 during the fiscal

years ended December 31, 2020 or 2021.

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.

Zhou, we are obligated to pay Mr.

Zhou a compensation

of $96,000 per year.

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

Pursuant to the employment agreement with Ms.

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.

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 per year.

In April 2019, the Board appointed Chao Chen to serve as the Director.

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

Pursuant to the employment agreement with Ms.

Chen, we are obligated to pay Ms.

Chen a compensation of $24,000 per year.

In July 2019, the Board appointed King Fai Leung to serve as the Director.

Pu, we are obligated

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, we are obligated

Leung a compensation of $21,600 per year.

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

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

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

Beneficial ownership

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

power with respect to such shares.

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

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

Unless otherwise specified, the address of each of the persons set

forth below is c/o Planet Green Holdings Corp., 36-10 Union St.

2nd Floor, Flushing, NY, 11354.

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

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

Name and title of beneficial owner

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

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

Chao Chen, Director

Luojie Pu, Director

King Fai Leung, Director

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 a director.

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

the NYSE American listing standards and applicable SEC rules.

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, 2020 and 2021 and the accounting fees in each such period were $180,000 and 665,000.

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

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

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

(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.

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

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.

Share Exchange Agreement, dated as of December 9, 2021, by and among Planet Green Holdings Corp., Shandong Yunchu Supply Chain Co., Ltd.

and sellers named therein.

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

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

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

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

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

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

and Yongsheng Chen.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

and sellers named therein.

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

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

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

Consultation and Service Agreement dated July 15, 2021.

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

Business Cooperation Agreement dated July 15, 2021.

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

Equity Pledge Agreement dated July 15, 2021.

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

Equity Option Agreement dated July 15, 2021.

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

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

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

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

and Purchasers name therein.

Incorporated by

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

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

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

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

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

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

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

Consultation and Service Agreement dated March 9, 2021.

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

Business Cooperation Agreement dated March 9, 2021.

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

Equity Pledge Agreement dated March 9, 2021.

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

Equity Option Agreement dated March 9, 2021.

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

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

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

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

and Purchasers named therein.

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

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.

of subsidiaries of the registrant.

Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

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.

Certification

of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

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

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

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.

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).