PLAG filing — read by section

Item 9A. Controls and Procedures

ITEM 9A. CONTROLS AND PROCEDURES 
 
 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, 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. 
 
 Internal
Controls over Financial Reporting 
 
 Management’s
Annual Report on Internal Control over Financial Reporting. 
 
 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, 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. GAAP”). 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. GAAP. Our staff will require substantial training to meet the demands of a U.S. public company and our staff’s understanding
of the requirements of U.S. GAAP-based reporting are inadequate. 
 
 Remediation
Initiative 
 
 We
plan to provide U.S. GAAP training sessions to our accounting team. The training sessions will be organized to help our corporate accounting
team gain experience in U.S. GAAP reporting and to enhance their awareness of new and emerging pronouncements with potential impact on
our financial reporting. We plan to continue to recruit experienced and professional accounting and financial personnel and participate
in educational seminars, tutorials, and conferences and employ more qualified accounting staff in the future. 
 
 Changes
in Internal Controls over Financial Reporting 
 
 Other
than as described above, during the fiscal year ended December 31, 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. 
 
 29 

 Inherent
Limitations over Internal Controls. 
 
 Our
internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes under U.S. GAAP. 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; and 

 (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. 
 
 ITEM 9B.
OTHER INFORMATION. 
 
 None . 
 
 ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. 
 
 Not
Applicable. 
 
 30 

 PART
III 
 
 ITEM 10.
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. 
 
 Name
 
 Age
 
 Position
 
 Bin Zhou 
 
 34 
 
 Chairman and Chief Executive Officer 

 Lili Hu 
 
 46 
 
 Chief Financial Officer 

 Luojie Pu 
 
 36 
 
 Director 

 King Fai Leung 
 
 51 
 
 Director 

 Yang Cao 
 
 31 
 
 Director 

 Mr.
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. Mr. 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. Mr. Zhou received his Bachelor of Law degree from National Judges College in Beijing, China. 
 
 Ms.
Lili Hu has served as the Chief Financial Officer of the Company since June 2019. She has over ten years of accounting experiences.
Ms. Hu has served as the financial director of Xianning Bozhuang Tea Products Co., Ltd., a wholly-owned subsidiary of the Company, since
July 2018. From June 2016 to June 2018, Ms. Hu worked as an audit project manager with Hubei Puhua Lixin LLP, an audit firm in Hubei,
China. From May 2014 to May 2016, Ms. Hu was a financial manager of Houfu Medical Device Co., Ltd., a medical device company in China.
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. Ms. Hu graduated from Hubei University of Science and Technology with a major in accounting. Ms.
Hu is a Certified Public Accountant in China. 
 
 Ms.
Luojie Pu has served as a director of the Company since August 2022. Ms. 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. Ms. 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. 
 
 Mr.
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. Mr. 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: CIIX). He has also served
as an independent director, chairman of the audit committee and a member of the remuneration and nomination committee of Daisho Microline
Holdings Ltd., a Hong Kong-based investment holding company principally engaged in the manufacture and sales of printed circuit boards
(HKG: 0567), since June 2015. In addition, Mr. 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: 8019). Mr. 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. 
 
 Ms.
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,
Ms. Cao worked as a compliance officer at Qingdao Inter-Credit Group Wuhan Branch, a business consulting company. Ms. Cao received her
LL.B. degree from Hankou College and an LL.M. degree from Central China Normal University 
 
 31 

 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. Directors are elected until their successors are duly elected and qualified.
Our executive officers are appointed by our Board and serve at their discretion. There are no family relationships among our directors
or officers. 
 
 Board
of Directors 
 
 Our
Board met on twelve occasions during fiscal year 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. 
 
 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; and 

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

 King
Fai Leung, Yang Cao and Luojie Pu, all of whom are independent directors under SEC rules and the rules of NYSE American, are currently
serving as members of the Audit Committee. Mr. Leung is the chairman of the Audit Committee and is our audit committee financial expert. 
 
 The
Audit Committee has adopted a written charter, a copy of which is available on our website at www.planetgreenholdings.com, and a printed
copy of which is available to any stockholder requesting a copy by writing to: Planet Green Holdings Corp., c/o Board of Director Office,
130-30 31 st Ave, Suite 512, Flushing, NY, 11354. During the fiscal year ended December 31, 2023, our Audit Committee held
three 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; and 

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

 The
current members of the Compensation Committee are Luojie Pu, King Fai Leung and Yang Cao. Ms. Pu is the chairman of the Compensation
Committee. All current members of the Compensation Committee are independent directors, and all past members were independent directors
at all times during their service on such Committee. None of the past or present members of our Compensation Committee are present or
past employees or officers of the Company or any of our subsidiaries. No member of the Compensation Committee has had any relationship
with us requiring disclosure under Item 404 of Regulation 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. 
 
 The
Compensation Committee may not delegate its responsibilities to another committee, individual director or member of management. 
 
 32 

 The
Compensation Committee meets on an annual basis and holds special meetings as needed. The Compensation Committee meetings may be called
by the Committee chairman, the Chairman of the Board of Directors or a majority of Committee members. The Chief Executive Officer and
Chief Financial Officer also provide recommendations to the Compensation Committee relating to compensation of other executive officers.
The Compensation Committee held one meeting in fiscal year 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; and 

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

 The
current members of the Nominating and Corporate Governance are Yang Cao, Luojie Pu and King Fai Leung. Ms. Cao is the chairman of the
Nominating and Corporate Governance Committee. During the fiscal year 2023, our Nominating and Corporate Governance Committee held one
meeting. 
 
 Stockholder
Nominations for Director 
 
 Stockholders
may propose candidates for board membership by writing to: Planet Green Holdings Corp., c/o Board of Director Office, 130-30 31 st
 Ave, Suite 512, Flushing, 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, 130-30 31 st Ave, Suite 512, Flushing, NY, 11354. We
intend to disclose on our website, in accordance with all applicable laws and regulations, amendments to, or waivers from, our Code of
Ethics. 
 
 Legal
Proceedings 
 
 To
the Company’s knowledge, 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. 
 
 33 

 ITEM 11.
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, 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 
 Year 
 Salary 
 Bonus 
 Stock

Awards 
 Option

Awards 
 
 All Other

Compensation 
 Total 

 (a) 
 (b) 
 (c) 
 (d) 
 (e) 
 (f) 
 (g) 
 (h) 

 Bin Zhou, 
 2023 
 $ 96,000 
 $ - 
 $ - 
 $ - 
 $ - 
 $ 96,000 

 Chairman, Chief Executive
 Officer and Director 
 2022 
 $ 96,000 
 $ - 
 $ - 
 $ - 
 $ - 
 $ 96,000 

 - 
 - 
 - 
 - 
 
 Lili Hu, 
 2023 
 $ 84,000 
 $ - 
 $ - 
 $ - 
 $ - 
 $ 84,000 

 Chief Financial Officer
 Director 
 2022 
 $ 84,000 
 $ - 
 $ - 
 $ - 
 $ - 
 $ 84,000 

 - 
 - 
 - 
 - 
 
 Luojie Pu, 
 2023 
 $ 24,000 
 $ - 
 $ - 
 $ - 
 $ - 
 $ 24,000 

 Director 
 2022 
 $ 8,000 
 $ - 
 $ - 
 $ - 
 $ - 
 $ 8,000 

 King Fai Leung, 
 2023 
 $ 21,600 
 $ - 
 $ - 
 $ - 
 $ - 
 $ 21,600 

 Director 
 2022 
 $ 21,600 
 $ - 
 $ - 
 $ - 
 $ - 
 $ 21,600 

 Yang Cao, 
 2023 
 $ 24,000 
 $ - 
 $ - 
 $ - 
 $ - 
 $ 24,000 

 Director 
 2022 
 $ 24,000 
 $ - 
 $ - 
 $ - 
 $ - 
 $ 24,000 

 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 dated October 25, 2022, we are obligated to pay Mr. Zhou a compensation of $96,000 per year. 
 
 In
June 2020, the Board appointed Lili Hu to serve as the Chief Financial Officer. Pursuant to the employment agreement dated June 24, 2022
with Ms. Hu, we are obligated to pay Ms. Hu a compensation of $84,000 per year. 
 
 In
August 2022, the Board appointed Luojie Pu to serve as the Director. Pursuant to the employment agreement with Ms. Pu, we are obligated
to pay Ms. Pu a compensation of $24,000 per year. 
 
 In
July 2019, the Board appointed King Fai Leung to serve as the Director. Pursuant to the employment agreement with Mr. Leung, we are obligated
to pay Mr. Leung a compensation of $21,600 per year. 
 
 In
March 2020 the Board appointed Yang Cao to serve as the Director. Pursuant to the employment agreement with Ms. Cao, we are obligated
to pay Ms. Cao a compensation of $24,000 per year. 
 
 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 
 
 The
following table sets forth information regarding beneficial ownership of our common stock as of March 31, 2023 (i) by each person who
is known by us to beneficially own more than 5% of our common stock; (ii) by each of our named executive officers and directors and (iii)
by all of our officers and directors as a group. Beneficial ownership is determined in accordance with the rules of the SEC that deem
shares to be beneficially owned by any person who has voting or investment power with respect to such shares. Except as otherwise indicated,
the persons listed below have advised us that they have direct sole voting and investment power with respect to the shares listed as
owned by them. 
 
 Unless
otherwise specified, the address of each of the persons set forth below is c/o Planet Green Holdings Corp., 130-30 31 st Ave,
Suite 512, Flushing, NY 11354. 
 
 34 

 In
the table below, percentage ownership is based on 72,081,930 shares of our common stock outstanding as of December 31, 2023. 
 
 Name and
 title of beneficial owner 
 Amount
 and
 nature of
 beneficial
 ownership 
 Percent
 of
 class 

 5% or Greater Stockholders 
 
 Bin Zhou, Chairman, Chief Executive
 Officer and Director 
 14,942,000 
 20.72 % 

 Lili Hu, Chief Financial Officer 
 - 
 - 

 Luojie Pu, Director 
 - 
 - 

 King Fai Leung, Director 
 - 
 - 

 Yang Cao, Director 
 - 
 - 

 All executive officers,
 directors and director nominees as a group (seven individuals) 
 14,942,000 
 20.72 % 

 Changes
in Control 
 
 There
are currently no arrangements which would result in a change in control of us. 
 
 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE . 
 
 Related
Party Transactions 
 
 None. 
 
 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 Luojie Pu, King Fai Leung, Yang Cao are
“independent directors” as defined in the NYSE American listing standards and applicable SEC rules. 
 
 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES. 
 
 Accounting fees consisted of the following as of December 31, 2023
and December 31, 2022:
 
 12/31/2022 
 12/31/2023 

 Accounting fees 
 $ 765,000 
 $ 400,000 

 Total 
 $ 765,000 
 $ 400,000 

 WWC, P.C. is the Company’s independent registered
public accounting firm for the fiscal years ended December 31, 2022 and the accounting fees such period were $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. YCM CPA Inc.
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.
 
 35 

 PART
IV 
 
 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 
 
 (a)
(1 and 2) Financial Statement and Schedules 
 
 The financial statements contained in the “Audited
Financial Statements” beginning on page F-1 of this annual report on Form 10-K/A. 
 
 (b)
 Exhibits 
 
 Exhibit
 No. 
 
 Description 

 3.1 
 
 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. 

 3.2 
 
 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. 

 3.3 
 
 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. 

 4.1* 
 
 Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. 

 10.1 
 
 Securities
 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. 

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

 14.1 
 
 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. 

 21.1* 
 
 List of subsidiaries of the registrant. 

 31.1** 
 
 Certification
 of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 

 31.2* * 
 
 Certification
 of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 

 32.1*** 
 
 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. 

 32.2*** 
 
 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. 

 97.1* 
 
 Planet
 Green Holdings Corp. Clawback Policy 

 101.INS 
 
 Inline XBRL Instance Document. 

 101.SCH 
 
 Inline XBRL Taxonomy Extension
 Schema Document. 

 101.CAL 
 
 Inline XBRL Taxonomy Extension
 Calculation Linkbase Document. 

 101.DEF 
 
 Inline XBRL Taxonomy Extension
 Definition Linkbase Document. 

 101.LAB 
 
 Inline XBRL Taxonomy Extension
 Label Linkbase Document. 

 101.PRE 
 
 Inline XBRL Taxonomy Extension
 Presentation Linkbase Document. 

 104 
 
 Cover Page Interactive
 Data File (formatted as Inline XBRL and contained in Exhibit 101). 

 * 
 Previously filed 

 ** 
 Filed herewith 

 *** 
 Furnished herewith 

 ITEM
16. FORM 10-K/A SUMMARY 
 
 Not
applicable. 
 
 36 

 SIGNATURES 
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized. 
 
 PLANET GREEN
 HOLDINGS CORP. 

 Date: December 13, 2024 
 By: 
 /s/ Bin Zhou 

 Bin Zhou, Chief Executive Officer and Chairman 

 (Principal Executive Officer) 

 By: 
 /s/
 Lili Hu 

 Lili Hu, Chief Financial Officer 

 (Principal Financial and Accounting
 Officer) 

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this annual report has been signed by the following persons in the capacities
and on the dates indicated. 
 
 Signature 
 
 Title 
 
 Date 

 /s/ Bin
 Zhou 
 
 Chief Executive Officer and Chairman 
 
 December 13, 2024 

 Bin Zhou 
 
 (Principal Executive Officer) 
 
 /s/ Lili
 Hu 
 
 Chief Financial Officer and Director 
 
 December 13,
 2024 

 Lili Hu 
 
 (Principal Financial Officer and Principal
 Accounting Officer) 
 
 /s/ Luojie
 Pu 
 
 Director 
 
 December 13, 2024 

 Luojie Pu 
 
 /s/ King
 Fai Leung 
 
 Director 
 
 December 13, 2024 

 King Fai Leung 
 
 /s/ Yang
 Cao 
 
 Director 
 
 December 13, 2024 

 Yang Cao 
 
 37 

 PLANET GREEN HOLDINGS
CORP. 
 
 CONSOLIDATED FINANCIAL
STATEMENTS 
 
 (Stated in US Dollars) 
 
 CONTENTS PAGES 
 Report of Independent Registered Public Accounting Firm (PCAOB ID # 6781 ) F-2 
 
 Consolidated Balance Sheets as of December 31, 2023 and 2022 F-5 
 
 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2023 and 2022 F-6 
 
 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 F-8 
 
 Notes to Consolidated Financial Statements F-9 to F-26 
 
 F- 1 

 Report of Independent
Registered Public Accounting Firm 
 
 To the Board of Directors and the shareholders
of
 
 Planet Green Holdings Corp.
 
 Opinion on the Financial Statements 
 
 We have audited the accompanying consolidated
balance sheets of Planet Green Holdings Corp. and its subsidiaries (collectively, the “Company”) as of December 31, 2023 and
2022, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholder’s equity, and
cash flows for the years ended December 31, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company
as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022,
in conformity with accounting principles generally accepted in the United States of America.
 
 Going Concern 
 
 The accompanying consolidated
financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated
financial statements, the Company records an accumulated deficit as of December 31, 2023, and the Company currently has a working
capital deficit, continued net losses and negative cash flows from operations. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. These consolidated
financial statements do not include any adjustments that might result from the outcome of these uncertainties.
 
 Basis for Opinion 
 
 These consolidated financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial
statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
 
 Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.
 
 F- 2 

 Critical Audit Matters 
 
 The critical audit matter communicated below is
matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated
to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and
(2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
 
 Impairment
of goodwill - evaluation of the carrying value of goodwill 
 
 Description
of the Matter 
 
 As discussed in Note 2 and Note 14 to the consolidated
financial statements, the Company’s goodwill balance was $4.72 million as of December 31, 2023. the Company performs a goodwill
impairment test on an annual basis or whenever events or changes in circumstances indicate that the carrying value of a reporting unit
might exceed its fair value. The Company utilizes a discounted cash flow methodology
to calculate the fair value of its reporting units, which requires management to make significant estimates and assumptions related to
projected revenue growth rates, discount rates, and earnings before interest, taxes, depreciation and amortization (“EBITDA”).
Changes in these assumptions could have a significant impact on the fair value of the reporting unit and the amount of any goodwill impairment
charge. In the year of 2023, the Company performed an annual goodwill impairment test in response to the decline in current market
conditions because of the persistent operating losses. The goodwill was determined to be not impaired.
 
 How We
Addressed the Matter in Our Audit 
 
 Addressing the matter involved evaluating the
Company’s assessment of the value of the reporting unit under the discounted cash flow method. These procedures included (i) We
performed a retrospective review comparing actual revenue and EBITDA results of the reporting unit for 2023 to the forecasted results
from 2024. (ii) We performed a retrospective review comparing management’s estimates and assumptions relating to revenue, EBITDA,
and EBITDA margin projections for the reporting unit used for the purpose of current year’s annual impairment test to the projections
previously used in connection with the prior year annual impairment test. (iii) We evaluated the consistency of estimates and assumptions
relating to revenue and EBITDA growth inherent in the discounted cash flow model for the reporting unit to those used by management in
other annual forecasting activities. (iv) With the assistance of our fair value specialists, we evaluated (1) the valuation methodology
used and (2) the projections of long-term revenue growth and the discount rates by testing the underlying source information, and by developing
a range of independent estimates and comparing those to the rates selected by management. (v) We performed sensitivity analysis.
 
 Inventory
Valuation 
 
 Description
of the Matter 
 
 At December 31, 2023, the Company’s net
inventory balance was $1.95 million. As discussed in Note 2 to the consolidated financial statements, the Company adjusts the inventory
carrying value to the lower of actual cost or the estimated net realizable value after completing ongoing reviews of on-hand inventory
quantities exceeding forecasted demand, and by considering recent historical activity as well as anticipated demand.
 
 Auditing management’s inventory excess and
obsolescence reserves involved significant judgment because the estimates are based on several factors that are affected by market, industry,
and competitive conditions outside the Company’s control. In estimating excess and obsolescence reserves, management developed certain
assumptions, including forecasted demand which are sensitive to the competitiveness of product offerings, customer requirements, and product
life cycles. These significant assumptions are forward-looking and could be affected by future economic and market conditions.
 
 F- 3 

 How We
Addressed the Matter in Our Audit 
 
 We obtained an understanding of internal controls
over the Company’s inventory excess and obsolescence reserves estimation process, including the basis for developing the above-described
assumptions and management’s judgments.
 
 Our audit procedures included, among others, with
the assistance of our fair value specialists, testing the reasonableness of management’s key assumptions and judgments and testing
the accuracy and completeness of the underlying data used to determine the amount of excess and obsolescence reserves. We compared the
quantities and carrying value of on-hand inventories to related unit sales. We also evaluated industry and market factors and performed
sensitivity analysis over the forecasted demand used by management to determine necessary changes in the inventory excess and obsolescence
reserves.
 
 /s/ YCM CPA, Inc. 
 
 We have served as the Company’s auditor
since 2022. 
 
 PCAOB ID 6781
 
 Irvine, California 
 
 April 1, 2024
 
 F- 4 

 Planet Green Holdings Corp. 
 
 Consolidated Balance
Sheets 
 
 December 31, 
 December 31, 

 2023 
 2022 

 Assets 
 
 Current assets 
 
 Cash and cash equivalents 
 $ 436,383 
 $ 93,487 

 Trade accounts receivable, net 
 3,160,325 
 2,996,638 

 Inventories 
 1,953,063 
 4,153,680 

 Advances to suppliers 
 5,316,195 
 5,417,449 

 Other receivables 
 349,984 
 413,315 

 Other receivables-related parties 
 315,724 
 180,578 

 Prepaid expenses 
 978,803 
 579,826 

 Total current assets 
 12,510,477 
 13,834,973 

 Non-current assets 
 
 Plant and equipment, net 
 20,271,844 
 22,569,125 

 Intangible assets, net 
 2,834,102 
 3,070,172 

 Construction in progress, net 
 30,948 
 33,260 

 Long-term investments 
 2,257,926 
 16,488,157 

 Goodwill 
 4,724,699 
 4,724,699 

 Total non-current assets 
 30,119,519 
 46,885,413 

 Total assets 
 $ 42,629,996 
 $ 60,720,386 

 Liabilities and Stockholders’ Equity 
 
 Current liabilities 
 
 Loans-current 
 $ -
 
 $ 3,589,582 

 Accounts payable 
 3,598,247 
 3,528,057 

 Advance from customers 
 2,464,319 
 2,624,070 

 Taxes payable 
 1,243,060 
 1,083,493 

 Other payables and accrued liabilities 
 4,510,192 
 4,412,833 

 Other payables-related parties 
 7,333,545 
 4,282,841 

 Deferred income 
 36,334 
 52,088 

 Total current liabilities 
 19,185,697 
 19,572,964 

 Non-current liabilities 
 
 Other long-term liabilities 
 191,981 
 273,757 

 Loans-noncurrent 
 3,812,106 
 287,167 

 Total non-current liabilities 
 4,004,087 
 560,924 

 Total liabilities 
 23,189,784 
 20,133,888 

 Commitments and contingencies 
 
 Stockholders’ equity 
 
 Preferred stock: $ 0.001 par value, 5,000,000 shares authorized; none issued and outstanding as of December 31, 2023 and 2022 
 -
 
 -
 
 Common stock: $ 0.001 par value, 200,000,000 shares authorized; 72,081,930 shares issued and outstanding as of December 31, 2023 and 2022, respectively. 
 72,082 
 72,082 

 Additional paid-in capital 
 155,702,975 
 155,702,975 

 Accumulated deficit 
 ( 140,724,597 ) 
 ( 119,880,801 ) 

 Accumulated other comprehensive income 
 4,389,752 
 4,692,242 

 Total stockholders’ equity 
 $ 19,440,212 
 $ 40,586,498 

 Total liabilities and stockholders’ equity 
 $ 42,629,996 
 $ 60,720,386 

 See Accompanying Notes to the Financial
Statements
 
 F- 5 

 Planet Green Holdings Corp. 
 
 Consolidated Statements
of Operations and Comprehensive (Loss) Income 
 
 For the Years Ended
 December 31, 

 2023 
 2022 

 Net revenues 
 $ 27,120,236 
 $ 44,756,826 

 Cost of revenues 
 25,687,597 
 40,404,996 

 Gross profit 
 1,432,639 
 4,351,830 

 Operating expenses: 
 
 Selling and marketing expenses 
 898,860 
 2,167,036 

 General and administrative expenses 
 9,036,597 
 7,055,512 

 Research & Developing expenses 
 269,515 
 402,729 

 Total operating expenses 
 10,204,972 
 9,625,277 

 Operating loss 
 ( 8,772,333 ) 
 ( 5,273,447 ) 

 Other (expenses) income 
 
 Interest income 
 1,199 
 9,390 

 Interest expenses 
 ( 497,306 ) 
 ( 633,787 ) 

 Other income 
 183,787 
 1,207,603 

 Other expenses 
 ( 306,464 ) 
 ( 108,364 ) 

 Share of losses from equity method investments 
 ( 568,744 ) 
 ( 83,508 ) 

 Impairment of goodwill 
 -
 
 ( 10,385,862 ) 

 Loss on disposal of equity investments 
 ( 10,848,632 ) 
 -
 
 Total other expenses 
 ( 12,036,160 ) 
 ( 9,994,528 ) 

 Loss before income taxes 
 ( 20,808,493 ) 
 ( 15,267,975 ) 

 Income tax expenses 
 ( 35,303 ) 
 ( 1,475,169 ) 

 Loss from continuing operations 
 ( 20,843,796 ) 
 ( 16,743,144 ) 

 Discontinued operations: 
 
 (Loss) income from discontinued operations 
 -
 
 ( 9,191,791 ) 

 Net (loss) income 
 ( 20,843,796 ) 
 ( 25,934,935 ) 

 Less: Net loss attributable to non-controlling interest 
 -
 
 ( 126,517 ) 

 Net loss attributable to common shareholders 
 $ ( 20,843,796 ) 
 $ ( 25,808,418 ) 

 Net loss 
 ( 20,843,796 ) 
 ( 25,934,935 ) 

 Foreign currency translation adjustment 
 ( 302,490 ) 
 ( 3,018,815 ) 

 Total comprehensive loss 
 ( 21,146,286 ) 
 ( 28,953,750 ) 

 Loss per share of common stock - basic and diluted 
 
 Continuing operations 
 $ ( 0.29 ) 
 $ ( 0.28 ) 

 Discontinued operations 
 $ -

 $ ( 0.15 ) 

 Basic and diluted weighted average shares outstanding 
 72,081,930 
 59,502,478 

 See Accompanying Notes to the Financial
Statements
 
 F- 6 

 Planet Green Holdings Corp. 
 
 Consolidated Statements of Changes
in Stockholders’ Equity 
 
 For the Years Ended December
31, 2023 and 2022 
 
 Number of 
 Shares 
 Amount 
 Additional 
 Paid-in 
 Capital 
 Accumulated 
 Deficit 
 Accumulated 
 Other 
 Comprehensive 
 Income 
 Non- 
 Controlling 
 Interests 
 Total 

 Balance, January 1, 2022 
 35,581,930 
 $ 35,582 
 $ 133,232,224 
 $ ( 94,072,383 ) 
 $ 7,711,057 
 $ 4,349,870 
 $ 51,256,350 

 Net (loss) income 
 - 
 -
 
 -
 
 ( 25,808,418 ) 
 -
 
 -
 
 ( 25,808,418 ) 

 Issuance of common stock for cash 
 17,000,000 
 17,000 
 11,083,000 
 -
 
 -
 
 -
 
 11,100,000 

 Issuance of shares for acquisition 
 7,500,000 
 7,500 
 7,422,000 
 -
 
 -
 
 -
 
 7,429,500 

 Issuance of shares for long-term investment 
 12,000,000 
 12,000 
 9,588,000 
 -
 
 -
 
 -
 
 9,600,000 

 Acquiring non-controling interests 
 - 
 -
 
 ( 2,721,507 ) 
 -
 
 -
 
 ( 468,686 ) 
 ( 3,190,193 ) 

 Deconsolidation of discontinued operations 
 - 
 -
 
 ( 2,900,742 ) 
 -
 
 -
 
 ( 3,881,184 ) 
 ( 6,781,926 ) 

 Foreign currency translation adjustment 
 - 
 -
 
 -
 
 -
 
 ( 3,018,815 ) 
 -
 
 ( 3,018,815 ) 

 Balance, December 30, 2022 
 72,081,930 
 $ 72,082 
 155,702,975 
 $ ( 119,880,801 ) 
 $ 4,692,242 
 $ -
 
 $ 40,586,498 

 Balance, January 1, 2023 
 72,081,930 
 $ 72,082 
 155,702,975 
 $ ( 119,880,801 ) 
 $ 4,692,242 
 $ -
 
 $ 40,586,498 

 Net loss 
 - 
 -
 
 -
 
 ( 20,843,796 ) 
 -
 
 -
 
 ( 20,843,796 ) 

 Foreign currency translation adjustment 
 - 
 -
 
 -
 
 -
 
 ( 302,490 ) 
 -
 
 ( 302,490 ) 

 Balance, December 31, 2023 
 72,081,930 
 $ 72,082 
 155,702,975 
 $ ( 140,724,597 ) 
 $ 4,389,752 
 $ -
 
 $ 19,440,212 

 See Accompanying Notes to the Financial Statements
 
 F- 7 

 Planet Green Holdings Corp. 
 
 Consolidated Statements of Cash Flows 
 
 For the Years Ended December 31,
2023 and 2022 
 
 (Stated in US Dollars) 
 
 2023 
 2022 

 CASH FLOWS FROM OPFRATING ACTIVITIFS: 
 
 Net loss 
 $ ( 20,843,796 ) 
 $ ( 25,808,418 ) 

 Adjustments to reconcile net loss to cash (used in) provided by operating activities: 
 
 Depreciation 
 2,030,122 
 1,354,218 

 Amortization 
 185,877 
 129,144 

 Impairment of inventories 
 -
 
 206,263 

 Impairment of goodwill 
 -
 
 10,385,862 

 Loss on disposal of equity investments 
 10,848,632 
 -
 
 Share of losses from equity method investments 
 568,744 
 83,508 

 Allowance for doubtful accounts 
 1,801,908 
 58,294 

 Loss (gain) on disposal of subsidiaries 
 -
 
 9,572,558 

 Other non-cash expenses 
 -
 
 26,501 

 Changes in operating assets and liabilities, net of effects of acquisitions and disposals: 
 
 Trade receivables, net 
 ( 1,964,000 ) 
 ( 665,659 ) 

 Inventories 
 2,142,229 
 -
 
 Prepayments and deposit 
 ( 419,717 ) 
 849,187 

 Other receivables 
 56,728 
 139,638 

 Accounts payable 
 120,720 
 ( 364,035 ) 

 Advance from customer 
 ( 110,009 ) 
 ( 99,388 ) 

 Other payables and accrued liabilities 
 167,561 
 ( 2,971,689 ) 

 Other payables-related parties 
 -
 
 ( 1,908,407 ) 

 Taxes payable 
 148,268 
 -
 
 Deferred income 
 ( 15,610 ) 
 -
 
 Lease liability 
 -
 
 -
 
 Net cash used in operating activities 
 ( 5,282,343 ) 
 ( 9,012,423 ) 

 CASH FLOWS FROM INVESTING ACTIVITIES: 
 
 Purchase of plant and equipment 
 ( 97,576 ) 
 -
 
 Purchase of long-term investment 
 -
 
 ( 4,100,000 ) 

 Proceeds from diposal of equity method investments 
 2,767,860 
 -
 
 Net increase in cash from acquisition subsidiaries 
 -
 
 246,322 

 Net cash provided by (used in) investing activities 
 2,670,284 
 ( 3,853,678 ) 

 CASH FLOWS FROM FINANCING ACTIVITIES: 
 
 Payments of short-term loan 
 -
 
 ( 3,232,472 ) 

 Proceeds from long-term loans 
 ( 78,904 ) 
 2,973,267 

 Changes in related party balances, net 
 2,967,128 
 -
 
 Proceeds from issuance of common stock 
 -
 
 11,100,000 

 Net cash provided by financing activities 
 2,888,224 
 10,840,795 

 Net increase (decrease) in cash and cash equivalents 
 276,165 
 ( 2,025,306 ) 

 EFFECT OF EXCHANGE RATE ON CASH 
 66,731 
 987,385 

 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 
 93,487 
 1,131,408 

 CASH AND CASH EQUIVALENTS AT END OF YEAR 
 $ 436,383 
 $ 93,487 

 SUPPLEMENTARY OF CASH FLOW INFORMATION 
 
 Interest received 
 $ 1,199 
 $ 9,390 

 Interest paid 
 $ 497,306 
 $ 633,787 

 NON-CASH TRANSACTIONS 
 
 Issuance of shares for acquisition 
 $ -
 
 $ 7,429,500 

 Issuance of shares for long-term investment 
 $ -
 
 $ 9,600,000 

 See Accompanying Notes to the Financial
Statements
 
 F- 8 

 PLANET GREEN HOLDINGS CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(Stated in US Dollars) 
 
 1. Organization and Principal Activities 

 Planet Green Holdings Corp. (the “Company”
or “PLAG”) is a holding company incorporated in Nevada. We are engaged in various businesses through our subsidiaries and
controlled entities in China.

 On May 18, 2018, the Company incorporated Promising Prospect BVI Limited
(“Planet Green BVI”), a limited company incorporated in the British Virgin Islands.

 On September 28, 2018, Planet Green BVI acquired Lucky Sky HK through
the Company’s restructuring plans.

 On May 9, 2019, the Company issued an aggregate of 1,080,000 shares
of Planet Green Holdings Corporation’s common stock to the BoZhuang Shareholders, in exchange for BoZhuang Shareholders’ agreement
to enter into VIE Agreements (the “BoZhuang VIE Agreements”). On August 1, 2021, the VIE agreements with Xianning Bozhuang
Tea Products Co., Ltd was terminated and the company acquired 100 % equity of Xianning Bozhuang Tea Products Co., Ltd.

 On August 12, 2019, through Lucky Sky HK, the Company established Lucky
Sky Petrochemical, a wholly foreign-owned enterprise incorporated in Xianning City, Hubei Province, China. On December 9, 2020, Lucky
Sky Petrochemical Technology (Xianning) Co., Ltd. changed its name to Jiayi Technologies (Xianning) Co., Ltd. (“Jiayi Technologies”
or “WFOE”)

 On May 29, 2020, the Promising Prospect BVI Limited incorporated Lucky
Sky Planet Green Holdings Co., Limited, a limited company incorporated in Hong Kong.

 On June 5, 2020, the Promising Prospect BVI Limited acquired all of
the outstanding equity interests of Fast Approach Inc. It was incorporated under Canada’s laws and the operation of a demand-side
platform targeting the Chinese education market in North America.

 On June 16, 2020, Lucky Sky Holdings Corporations (H.K.) transferred
its 100 % equity interest in Lucky Sky Petrochemical to Lucky Sky Planet Green Holdings Co., Limited (H.K.).

 On August 10, 2020, Promising Prospect BVI Limited disposed of its
 100 % equity interest in Lucky Sky Holdings Corporations (H.K.).

 On January 6, 2021, Planet Green Holdings Corporation (Nevada) issued
an aggregate of 2,200,000 shares of common stock of the Company to the equity holders of Jingshan Sanhe Luckysky New Energy Technologies
Co., Ltd in exchange for the transfer of 85 % of the equity interest of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd to the
Jiayi Technologies (Xianning) Co., Ltd.

 On March 9, 2021, Planet Green Holdings Corporation (Nevada) issued
an aggregate of 3,300,000 shares of common stock of the Company to the equity holders of Jilin Chuangyuan Chemical Co., Ltd in exchange
for the transfer of 75 % of the equity interest of Jilin Chuangyuan Chemical Co., Ltd to the Jiayi Technologies (Xianning) Co., Ltd.

 On July 15, 2021, Planet Green Holdings Corporation (Nevada) issued
an aggregate of 4,800,000 shares of common stock of the Company to the equity holders of Anhui Ansheng Petrochemical Equipment Co., Ltd
for the transfer to 66 % of the equity interest if Anhui Ansheng Petrochemical Equipment Co., Ltd to the Jiayi Technologies (Xianning)
Co., Ltd. On December 12, 2022, Anhui Ansheng Petrochemical Equipment Co., Ltd was disposed.

 On August 3, 2021, the Planet Green Holding Corp has acquired 8,000,000 
ordinary shares of the Shine Chemical Co., Ltd. As a result, Shine Chemical Co., Ltd, Bless Chemical Co., Ltd and Hubei Bryce Technology
Co., Ltd have been wholly-owned subsidiaries of the Planet Green Holding Corp.

 On September 1st, 2021, Jingshan Sanhe Luckysky New Energy Technologies
Co., Ltd has changed its major shareholder from Mr.Feng Chao to Hubei Bryce Technology Co., Ltd and Hubei Bryce Technology Co., Ltd has
hold 85 % shares of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd after the alteration of shareholders.

 On December 9, 2021, Planet Green Holdings Corporation(Nevada) issued
an aggregate of 5,900,000 shares of common stock to the equity holders of A Shandong Yunchu Supply Chain Co., Ltd for the transfer to
 100 % of the equity interest of Shandong Yunchu Supply Chain Co., Ltd to the Jiayi Technologies (Xianning) Co., Ltd.

 On April 8, 2022, Planet Green Holdings Corporation (Nevada) issued
an aggregate of 7,500,000 shares of common stock to the equity holders of Allinyson Ltd. for the acquisition of 100 % of
the equity interest of Allinyson Ltd., including its wholly-owned subsidiary Baokuan Technology (Hongkong) Limited.
 
 F- 9 

 On September 14, 2022, Planet Green Holdings Corp. and Hubei Bulaisi
Technology Co., Ltd. a subsidiary of the Company, entered into a Share Purchase Agreement with Xue Wang, a shareholder of Jingshan Sanhe
Luckysky New Energy Technologies Co., Ltd., pursuant to which, among other things and subject to the terms and conditions contained therein, the
Purchaser agreed to effect share purchase from the Seller of 15 % of the outstanding equity interests of Jingshan, and the Company shall
pay to the Seller an aggregate of U.S. $ 3,000,000 in exchange for 15 % of the issued and outstanding shares. Before the closing of this
Share Purchase transaction, the Company owns 85 % equity interest of Jingshan through the Purchaser. On September 14, 2022, the Company
closed the Share Purchase transaction. As of September 30, 2022, Hubei Bryce Technology Co., Ltd. has hold 100 % shares
of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. after the alteration of shareholders.

 Consolidation of Variable Interest Entity 

 On March 9, 2021, through Jiayi Technologies (Xianning) Co., Ltd, formerly
known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd, the Company entered into exclusive VIE agreements (“VIE Agreements”)
with Jilin Chuangyuan Chemical Co., Ltd, as well as their shareholders, which give the Company the ability to substantially influence
those companies’ daily operations and financial affairs and appoint their senior executives. The Company is considered the primary
beneficiary of these operating companies, and it consolidates their accounts as VIEs.

 The VIE Agreement is described in detail below

 Consultation and Service Agreement 

 Under the Consultation and Service Agreement, WFOE has the exclusive right to provide consultation and services to the operating entities
in China in business management, human resource, technology, and intellectual property rights. WFOE exclusively owns any intellectual
property rights arising from the performance of this Consultation and Service Agreement. The number of service fees and payment terms
can be amended by the WFOE and operating companies’ consultation and implementation. The duration of the Consultation and Service
Agreement is 20 years. WFOE may terminate this agreement at any time by giving 30 day’s prior written notice.

 Business Cooperation Agreement 

 Pursuant to the Business Cooperation Agreement, WFOE has the exclusive
right to provide complete technical support, business support, and related consulting services, including but not limited to specialized
services, business consultations, equipment or property leasing, marketing consultancy, system integration, product research and development,
and system maintenance. WFOE exclusively owns any intellectual property rights arising from the performance of this Business Cooperation
Agreement. The rate of service fees may be adjusted based on the services rendered by WFOE in that month and the operational needs of
the operating entities. The Business Cooperation Agreement shall maintain effective unless it was terminated or was compelled to release
under applicable PRC laws and regulations. WFOE may terminate this Business Cooperation Agreement at any time by giving 30 day’s
prior written notice.

 Equity Pledge Agreements 

 According to the Equity Pledge Agreements among WFOE, operating entities,
and each of operating entities’ shareholders, shareholders of the operating entities pledge all of their equity interests in the
functional entities to WFOE to guarantee their performance of relevant obligations and indebtedness under the Technical Consultation and
Service Agreement and other control agreements.

 Equity Option Agreements 

 According to the Equity Option Agreements, WFOE has the exclusive right
to require each shareholder of the operating companies to fulfill and complete all approval and registration procedures required under
PRC laws for WFOE to purchase or designate one or more persons to buy, each shareholder’s equity interests in the operating companies,
once or at multiple times at any time in part or in whole at WFOE’s sole and absolute discretion. The purchase price shall be the
lowest price allowed by PRC laws. The Equity Option Agreements shall remain effective until all the equity interest owned by each operating
entity shareholder has been legally transferred to WFOE or its designee(s).

 Voting Rights Proxy Agreements 

 According to the Voting Rights Proxy Agreements, each shareholder irrevocably
appointed WFOE or WFOE’s designee to exercise all his or her rights as the shareholders of the operating entities under the Articles
of Association of each operating entity, including but not limited to the power to exercise all shareholder’s voting rights concerning
all matters to be discussed and voted in the shareholders’ meeting. The term of each Voting Rights Proxy Agreement is 20 years.
WOFE has the right to extend each Voting Proxy Agreement by giving written notification.

 Based on the foregoing contractual arrangements, The Company consolidates
the accounts of Xianning Bozhuang Tea Products Co., Ltd, Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd and Jilin Chuangyuan
Chemical Co., Ltd in accordance with Regulation S-X-3A-02 promulgated by the Securities Exchange Commission (“SEC”), and Accounting
Standards Codification (“ASC”) 810-10, Consolidation.
 
 F- 10 

 Enterprise-Wide Disclosure 

 The Company’s chief operating decision-makers (i.e. chief executive
officer and her direct reports) review financial information presented on a consolidated basis, accompanied by disaggregated information
about revenues by business lines for purposes of allocating resources and evaluating financial performance. There are no segment managers
who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. Based
on qualitative and quantitative criteria established by Accounting Standards Codification (“ASC”) 280, “Segment Reporting”,
the Company considers itself to be operating within one reportable segment.

 Going Concern 

 The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern; however, the Company has incurred a net loss of $ 20,843,796 for the year ended
December 31, 2023. As of December 31, 2023, the Company had an accumulated deficit of $ 140,724,597 , a working capital deficit of $ 6,675,220 ,
its net cash used in operating activities for the year ended December 31, 2023 was $ 5,282,343 .

 These factors raise substantial doubt on the Company’s
ability to continue as a going concern. The accompanying audited consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty. Management’s plan for the Company’s continued existence is dependent upon
management’s ability to execute the business plan, develop the plan to generate profit; additionally, Management may need to continue
to rely on private placements or certain related parties to provide funding for investment, for working capital and general corporate
purposes. If management is unable to execute its plan, the Company may become insolvent.
 
 2. Summary of Significant Accounting Policies 

 Basis of Presentation 
 
 Management has prepared the accompanying financial
statements and these notes according to generally accepted accounting principles in the United States (“GAAP”). The Company
maintains its general ledger and journals with the accrual method accounting.
 
 Principles of Consolidation 
 
 Details of the Subsidiaries of the Company as of December 31, 2023
are set below: 
 
 Name of Company Place of 

incorporation Attributable equity
 interest % Registered
 capital 
 Promising Prospect BVI Limited The British Virgin Islands 　 100 $ 10,000 
 Promising Prospect HK Limited Hong Kong 　 100 　 1 
 Jiayi Technologies (Xianning) Co., Ltd. PRC 　 100 　 2,000,000 
 Fast Approach Inc. Canada 　 100 　 79 
 Shanghai Shuning Advertising Co., Ltd. (a subsidiary of FAST) PRC 　 100 　- 
 Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. PRC 　 100 　 4,710,254 
 Xianning Bozhuang Tea Products Co., Ltd. PRC 　 100 　 6,277,922 
 Jilin Chuangyuan Chemical Co., Ltd PRC 　 VIE 　 9,280,493 
 Bless Chemical Co., Ltd (a subsidiary of Shine Chemical) Hong Kong 　 100 　 10,000 
 Hubei Bryce Technology Co., Ltd. (a subsidiary of Bless Chemical) PRC 　 100 　 30,000,000 
 Shandong Yunchu Supply Chain Co., Ltd PRC 　 100 　 5,000,000 
 Allinyson Ltd The United States 　 100 　 100,000 
 Shine Chemical Co., Ltd Cayman 　 100 　 8,000 
 Guangzhou Haishi Technology Co., Ltd PRC 　 100 　 156,250 
 Baokuan Technology (Hongkong) Limited(a subsidiary of Allinyson Ltd) Hong Kong 　 100 　 1,250 
 
 Management has eliminated all significant inter-company
balances and transactions in preparing the accompanying consolidated financial statements. Ownership interests of subsidiaries that the
Company does not wholly own are accounted for as non-controlling interests.
 
 F- 11 

 Noncontrolling Interests 
 
 The noncontrolling interests of the Company represent the ownership
stakes held by minority shareholders in the Company’s subsidiaries, and are presented separately from the equity attributable to the Company’s
shareholders on the consolidated balance sheets. Noncontrolling interests in the Company’s results are disclosed on the consolidated statement
of operations and comprehensive loss as allocations of total income or loss for the year between noncontrolling interest holders and the
Company’s shareholders.
 
 Use of Estimates 
 
 The financial statements preparation requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting
periods. Management evaluates estimates, including the allowance for credit losses of accounts receivable, amounts due from related parties
and equity investments, the useful lives of our property and equipment, impairment of long-lived assets, long-term investments and goodwill,
etc.. Management bases the estimates on historical experience and on various other assumptions that are believed to be reasonable, the
results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ
from these estimates.
 
 Cash and Cash Equivalents 
 
 The Company considers all highly liquid investments purchased with
original maturities of three months or less to be cash equivalents. As of December 31, 2023, the Company had cash and cash equivalents
of $ 436,383 compared to $ 93,487 as of December 31, 2022.
 
 Accounts Receivables, Net 
 
 Accounts receivables are recognized and carried at the original invoice
amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when the amount is not expected to be collected.
Delinquent amount balances are written off against the allowance for doubtful amounts after the management has determined that the likelihood
of collection is not probable.
 
 Inventories 
 
 Inventories consist of raw materials and finished goods, stated at
the lower of cost or market value. Finished goods are comprised of direct materials, direct labor, inbound shipping costs, and allocated
overhead. An annual impairment test will be performed on inventory, and any excess of the recoverable amount over the carrying amount
will be recognized as impairment losses in the current period.
 
 Advances and Prepayments to Suppliers 
 
 The Company makes an advance payment to suppliers and vendors for the
procurement of raw materials. Upon physical receipt and inspection of the raw materials from suppliers, the applicable amount is reclassified
from advances and prepayments to suppliers to inventory. At the end of each fiscal year, we undertake a thorough examination of prepaid
expenses and contractual terms, analyze the causes of delayed receipt of corresponding valuable goods, calculate recoverable amounts using
a probability-weighted average method for unrecoverable amounts, and make provisions for impairment as deemed necessary.
 
 Plant and Equipment 
 
 Plant and equipment are carried at cost less accumulated
depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. The Company typically applies
a salvage value of 0 % to 10 %. The estimated useful lives of the plant and equipment are as follows: 
 
 Buildings 
 20 - 40 years 

 Machinery and equipment 
 1 - 10 years 

 Motor vehicles 
 5 - 10 years 

 Office equipment 
 5 - 20 years 

 The cost and related accumulated depreciation
of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss is included in the Company’s results of operations.
The costs of maintenance and repairs are recognized as incurred; significant renewals and betterments are capitalized.
 
 Intangible Assets 
 
 Intangible assets are carried at cost less accumulated
amortization. Amortization is provided over their useful lives, using the straight-line method. The estimated useful lives of the intangible
assets are as follows: 
 
 Land use rights 50 years 
 Software licenses 2 years 
 Trademarks 10 years 
 
 F- 12 

 Construction in Progress and Prepayments for
Equipment 
 
 Construction in progress and prepayments for equipment
represent direct and indirect acquisition and construction costs for plants and fees of purchase and installation of related equipment.
Amounts classified as construction in progress and prepayments for equipment are transferred to plant and equipment when substantially
all the activities necessary to prepare the assets for their intended use are completed. Depreciation is not provided for assets classified
in this account.
 
 Goodwill 
 
 Goodwill represents the excess of the purchase
price over the fair value of the net identifiable assets acquired in a business combination. The Company conducts an annual assessment
of its goodwill for impairment. If the carrying value of its goodwill exceeds its fair value, then impairment has been incurred; accordingly,
a charge to the Company’s operations results will be recognized during the period. Impairment losses on goodwill are not reversed. Fair
value is generally determined using a discounted expected future cash flow analysis.
 
 Impairment of Long-lived Assets 
 
 The Company annually reviews its long-lived assets
for impairment or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment
may become obsolete from a difference in the industry, introduction of new technologies, or if the Company has inadequate working capital
to utilize the long-lived assets to generate adequate profits. Impairment is present if the carrying amount of an asset is less than its
expected future undiscounted cash flows.
 
 If an asset is considered impaired, a loss is
recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported
lower the carrying amount or fair value fewer costs to selling.
 
 Statutory Reserves 
 
 Statutory reserves refer to the amount appropriated
from the net income following laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be
used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on
an annual basis, an amount equal to 10 % of its profit. Such an appropriation is necessary until the reserve reaches a maximum equal to
 50 % of the enterprise’s PRC registered capital.
 
 Foreign Currency Translation 
 
 The accompanying financial statements are presented
in United States dollars. The functional currency of the Company is the Renminbi (RMB). The Company’s assets and liabilities are translated
into United States dollars from RMB at year-end exchange rates. Its revenues and expenses are translated at the average exchange rate
during the period. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. 
 
 12/31/2023 
 12/31/2022 
 12/31/2021 

 Period-end US$: CDN$ exchange rate 
 1.3196 
 1.3554 
 1.2740 

 Period-end US$: RMB exchange rate 
 7.0827 
 6.9646 
 6.3757 

 Period-end US$: HK exchange rate 
 7.8157 
 7.7967 
 7.7981 

 Period average US$: CDN$ exchange rate 
 1.3452 
 1.3012 
 1.2531 

 Period average US$: RMB exchange rate 
 7.0467 
 6.7261 
 6.4515 

 Period average US$: HK exchange rate 
 7.8282 
 7.8310 
 7.7729 

 The RMB is not freely convertible into foreign
currencies, and all foreign exchange transactions must be conducted through authorized financial institutions.
 
 F- 13 

 Revenue Recognition 
 
 The Company adopted ASC 606 “Revenue Recognition.”
It recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration
we expect to be entitled to in exchange for those goods or services.
 
 The Company derives its revenues from selling
explosion-proof skid-mounted refueling device, SF double-layer buried oil storage tank, high-grade synthetic fuel products, industrial
formaldehyde solution, urea-formaldehyde pre-condensate (UFC), methylal, urea-formaldehyde glue for environment-friendly artificial board
chemicals, food products like frozen fruits, beef & mutton products and vegetables and tea products. The Company recognize product revenue at a point in time when the control
of the products has been transferred to customers. The Company applies the following
five steps to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
 
 ● identify the contract with a customer; 

 ● identify the performance obligations in the contract; 

 ● determine the transaction price; 

 ● allocate the transaction price to performance obligations
in the contract; and; 

 ● Recognize revenue as the performance obligation is satisfied. 

 Advertising 
 
 All advertising costs are expensed as incurred.
 
 Shipping and Handling 
 
 All outbound shipping and handling costs are expensed
as incurred.
 
 Research and Development 
 
 All research and development costs are expensed
as incurred.
 
 Retirement Benefits 
 
 Retirement benefits in the form of mandatory government-sponsored
defined contribution plans are charged to either expense as incurred or allocated to inventory as part of overhead.
 
 Income Taxes 
 
 The Company accounts for income tax using an asset
and liability approach and recognizes deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are
provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets. If it is more likely
than not, these items will either expire before the Company can realize their benefits or uncertain future realization.
 
 Comprehensive Income 
 
 The Company uses Financial Accounting Standards
Board (“FASB”) ASC Topic 220, “Reporting Comprehensive Income.” Comprehensive income is comprised of net income and
all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to
investments by stockholders.
 
 Earnings Per Share 
 
 The Company computes earnings per share (“EPS”)
following ASC Topic 260, “Earnings per share.” Basic EPS is measured as the income or loss available to common shareholders
divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per-share basis
from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive impacts of potentially
convertible securities are calculated using the as-if method; the potentially dilutive effect of options or warranties are computed using
the treasury stock method. Potentially anti-dilutive securities (i.e., those that increase income per share or decrease loss per share)
are excluded from diluted EPS calculation.
 
 F- 14 

 Fair Value Measurements of Financial Instruments 
 
 The Company’s financial instruments, including
cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities, and short-term debt, have carrying
amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,”
requires disclosing the Company’s fair value of financial instruments. ASC Topic 825, “Financial Instruments,” defines
fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements
for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities qualify
as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such
instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined
as follows:
 
 ● Level 1 - inputs to the valuation methodology used quoted
prices for identical assets or liabilities in active markets. 

 ● Level 2 - inputs to the valuation methodology include quoted
prices for similar assets and liabilities in active markets and information that are observable for the asset or liability, either directly
or indirectly, for substantially the financial instrument’s full term. 

 ● Level 3 - inputs to the valuation methodology are unobservable
and significant to the fair value measurement. 

 Lease 
 
 Effective December
31, 2018, Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. adopted ASU 2016-02, “Leases” (Topic 842), and elected
the practical expedients that do not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2)
lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms
of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities.
The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single
lease component. 
 
 Lease terms
used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as
the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers
the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected
the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve
months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives.
Lease expense is recognized on a straight-line basis over the lease term. 
 
 The Company
reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the
recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset
may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from
the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount
of operating lease liabilities in any tested asset group and it includes the associated operating lease payments in the undiscounted future
pre-tax cash flows. 
 
 As of December 31, 2023, the lease agreement with JSSH has lapsed and
the company does not have any current lease agreements exceeding 12 months.
 
 Equity investments 
 
 In January 2016, the FASB issued
ASU 2016-01 (“ASU 2016-01”), Recognition and Measurement of Financial Assets and Financial Liabilities,
which, among other things, generally requires companies to measure investments in other entities, except those accounted for under the
equity method, at fair value and to recognize any changes in fair value in net income. ASU 2016-01 also simplifies the impairment
assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment.
ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, and the guidance should be applied by means
of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The guidance related to equity
investments without readily determinable fair values (including disclosure requirements) is applied prospectively to equity investments
that exist as of the date of adoption. ASU 2016-01, which the Company adopted on January 1, 2018, did not have a material
impact on the consolidated financial statements. 
 
 Investments in entities over
which the Company does not have significant influence are recorded as equity investments and are accounted for either at fair value with
any changes recognized in net income, or for those without readily determinable fair values, at cost less impairment, adjusted for subsequent
observable price changes. Under the equity method, the Company’s share of the post-acquisition profits or losses of equity investments
is recognized in the Company’s consolidated statements of comprehensive income; and the Company’s share of post-acquisition
movements in equity is recognized in equity in the Company’s consolidated balance sheets. Unrealized gains on transactions between
the Company and an entity in which the Company has recorded an equity investment are eliminated to the extent of the Company’s interest
in the entity. To the extent of the Company’s interest in the investment, unrealized losses are eliminated unless the transaction
provides evidence of an impairment of the asset transferred. When the Company’s share of losses in an entity in which the Company
has recorded an equity investment equals or exceeds its interest in the entity, the Company does not recognize further losses, unless
the Company has incurred obligations or made payments on behalf of the equity investee. 
 
 F- 15 

 Commitments and Contingencies 
 
 From time to time, the Company is a party to various
legal actions arising in the ordinary course of business. The majority of these claims and proceedings related to or arise from commercial
disputes. The Company first determine whether a loss from a claim is probable, and if it is reasonable to estimate the potential loss.
The Company accrues costs associated with these matters when they become probable, and the amount can be reasonably estimated. Legal costs
incurred in connection with loss contingencies are expensed as incurred. Also, the Company disclose a range of possible losses, if a loss
from a claim is probable but the amount of loss cannot be reasonably estimated, which is in line with the applicable requirements of Accounting
Standard Codification 450. The Company’s management does not expect any liability from the disposition of such claims and litigation
individually or in the aggregate would have a material adverse impact on the Company’s consolidated financial position, results
of operations and cash flows.
 
 Recent Accounting Pronouncements 
 
 In May 2019, the FASB issued ASU 2019-05, which
is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured
at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial
Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting
for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized
cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities.
The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option
for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase
comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets.
Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13
while still providing financial statement users with decision-useful information. ASU 2019-05 is effective for the Company for annual
and interim reporting periods beginning January 1st, 2020. The Company has implemented the new standard, and as of December 31, 2023,
there was no material effect of this current standard on its consolidated financial statements and related disclosures.
 
 Other recent accounting pronouncements issued
by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and
Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial
statements.
 
 3. Variable Interest Entity (“VIE”) 

 A VIE is an entity that has either a total equity
investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose
equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected
residual returns of the entity or obligation to absorb the expected losses of the entity. If any, the variable interest holder with a
controlling financial interest in a VIE is deemed the primary beneficiary and must consolidate the VIE. PLAG WOFE is deemed to have the
controlling financial interest and be the primary beneficiary of Jilin Chuangyuan Chemical Co., Ltd because it has both of the following
characteristics:

 1) The power to direct activities at Jilin Chuangyuan Chemical
Co., Ltd that most significantly impact such entity’s economic performance, and 

 2) The obligation to absorb losses and the right to receive
benefits from Jilin Chuangyuan Chemical Co., Ltd that could potentially be significant to such entity. Under the Contractual Arrangements,
Jilin Chuangyuan Chemical Co., Ltd pay service fees equal to all of its net income to PLAG WFOE. At the same time, PLAG WFOE is obligated
to absorb all of the Jilin Chuangyuan Chemical Co., Ltd’s losses. The Contractual Arrangements are designed to operate Jilin Chuangyuan
Chemical Co., Ltd for the benefit of PLAG WFOE and ultimately, the Company. Accordingly, the accounts of Jilin Chuangyuan Chemical Co.,
Ltd are consolidated in the accompanying consolidated financial statements. In addition, those financial positions and results of operations
are included in the Company’s consolidated financial statements. 

 F- 16 

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

 12/31/2023 
 12/31/2022 

 Assets 
 
 Current assets 
 
 Cash and cash equivalents 
 $ 33,103 
 $ 39,815 

 Trade accounts receivable, net 
 132,013 
 730,341 

 Inventories 
 528,624 
 947,466 

 Advances to suppliers 
 106,971 
 187,708 

 Other receivables 
 25,280 
 65,531 

 Inter company receivable 
 1,553,080 
 1,579,416 

 Total current assets 
 2,379,071 
 3,550,277 

 Non-current assets 
 
 Plant and equipment, net 
 7,991,576 
 9,115,598 

 Intangible assets, net 
 1,854,099 
 1,932,386 

 Construction in progress, net 
 7,342 
 20,963 

 Total non-current assets 
 9,853,017 
 11,068,947 

 Total assets 
 $ 12,232,088 
 $ 14,619,224 

 Liabilities and Stockholders’ Equity 
 
 Current liabilities 
 
 Short-term bank loans 
 $ - 
 $ 3,589,582 

 Accounts payable 
 565,582 
 540,371 

 Advance from customers 
 7,723 
 14,395 

 Taxes payable 
 16,363 
 18,005 

 Other payables and accrued liabilities 
 3,115,764 
 2,590,572 

 Intercompany payable 
 3,031,415 
 3,082,819 

 Other payables-related parties 
 1,307,260 
 1,535,974 

 Deferred income 
 21,178 
 37,332 

 Total current liabilities 
 8,065,285 
 11,409,050 

 Non-current liabilities 
 
 Other long-term liabilities 
 161,669 
 244,245 

 Loans-noncurrent 
 3,812,106 
 287,167 

 Total non-current liabilities 
 3,973,775 
 531,412 

 Total Liabilities 
 $ 12,039,060 
 $ 11,940,462 

 Stockholders’ equity 
 
 Additional paid-in capital 
 $ 9,280,493 
 $ 9,280,493 

 Accumulated deficit 
 ( 8,200,410 ) 
 ( 5,746,889 ) 

 Accumulated other comprehensive income 
 ( 887,055 ) 
 ( 854,842 ) 

 Total stockholders’ equity 
 $ 193,028 
 $ 2,678,762 

 Total liabilities and stockholders’ equity 
 $ 12,232,088 
 $ 14,619,224 

 The summarized operating results of the VIE’s for the years
ended December 31, 2023 and 2022 are as follows: 

 12/31/2023 
 12/31/2022 

 Operating revenues 
 $ 7,183,569 
 $ 10,207,464 

 Gross profit 
 $ 10,915 
 $ 233,994 

 Income from operations 
 $ ( 2,453,521 ) 
 $ ( 1,928,379 ) 

 Net income (loss) 
 $ ( 2,453,521 ) 
 $ ( 2,331,594 ) 

 F- 17 

 4. Business Combination 

 Acquisition of Jilin Chuangyuan Chemical Co.,
Ltd. 

 On March 9, 2021, the Company and its wholly-owned
subsidiary Jiayi Technologies (Xianning) Co., Ltd, formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd., entered
into a series of VIE agreements with Jilin Chuangyuan Chemical Co., Ltd and its equity holders to obtain control and become the primary
beneficiary of Jilin Chuangyuan Chemical Co., Ltd. The Company consolidated Jilin Chuangyuan Chemical Co., Ltd’s accounts as its VIE.
Under the VIE agreements, the Company issued an aggregate of 3,300,000 shares of common stock of the Company to the equity holders of
Jilin Chuangyuan Chemical Co., Ltd in exchange for the transfer of 75 % of the equity interest of Jilin Chuangyuan Chemical Co., Ltd to
the Jiayi Technologies (Xianning) Co., Ltd. The significant terms of these VIE agreements are summarized in “Note 2 - Summary of
Significant Accounting Policies” above.

 The Company’s acquisition of Jilin Chuangyuan
Chemical Co., Ltd was accounted for as a business combination following ASC 805. The Company has allocated the purchase price of Jilin
Chuangyuan based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company
estimated the fair values of the assets acquired and liabilities taken at the acquisition date following the business combination standard
issued by the FASB with the valuation methodologies using level 3 inputs, except for other current assets and current liabilities were
valued using the cost approach. Management of the Company is responsible for determining the fair value of assets acquired, liabilities
assumed, and intangible assets identified as of the acquisition date and considering several other available factors. Acquisition-related
costs incurred for the acquisitions are not material and expensed as incurred in general and administrative expenses.

 The following table summarizes the fair value
of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation
at the date of the acquisition of Jilin Chuangyuan Chemical Co., Ltd: 

 Total consideration at fair value $ 8,085,000 
 
 Fair
 Value 

 Cash 
 $ 95,237 

 Accounts receivable, net 
 868,874 

 Inventories, net 
 581,569 

 Advances to suppliers 
 388,349 

 Other receivables 
 123,969 

 Other receivables-RP 
 212,594 

 Plant and equipment, net 
 11,109,220 

 Intangible assets, net 
 2,149,910 

 Deferred tax assets 
 415,154 

 Goodwill 
 3,191,897 

 Total assets 
 $ 19,136,773 

 Short-term loan - bank 
 ( 3,826,934 ) 

 Long term payable 
 ( 1,162,355 ) 

 Accounts payable 
 ( 575,495 ) 

 Advance from customers 
 ( 291,655 ) 

 Other payables and accrued liabilities 
 ( 2,815,356 ) 

 Other payables-RP 
 ( 765,387 ) 

 Income taxes payable 
 ( 1,073 ) 

 Total liabilities 
 ( 9,438,255 ) 

 Non controlling interest 
 ( 1,613,518 ) 

 Net assets acquired 
 $ 8,085,000 

 Approximately $ 3.19 million of goodwill arising from the acquisition
consists mainly of synergies expected from combining the operations of the Company and Jilin Chuangyuan Chemical Co., Ltd. None of the
goodwill is expected to be deductible for income tax purposes and the figure was completely impaired during 2022.
 
 F- 18 

 Acquisition of Shandong Yunchu Trading Co.,
Ltd. 

 On December
9, 2021, the Company and its wholly-owned subsidiary Jiayi Technologies (Xianning) Co., Ltd,
 formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd. , entered into a
Share Exchange Agreement with Shandong Yunchu Supply Chain Co., Ltd, and each of shareholders of Shandong Yunchu Supply Chain Co., Ltd.
 The Company issued an aggregate of 5,900,000 shares of common stock to the equity
holders of A Shandong Yunchu Supply Chain Co., Ltd for the transfer to 100 % of the equity
interest of Shandong Yunchu Supply Chain Co., Ltd to the Jiayi Technologies (Xianning) Co.,
Ltd.

 The Company’s acquisition of Shandong
Yunchu Supply Chain Co., Ltd was accounted for as a business combination following ASC 805. The Company has allocated the purchase
price of Shandong Yunchu Supply Chain Co., Ltd based upon the fair value of the identifiable
assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities
taken at the acquisition date following the business combination standard issued by the FASB with the valuation methodologies using level
3 inputs, except for other current assets and current liabilities were valued using the cost approach. Management of the Company is responsible
for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date and
considered several other available factors. Acquisition-related costs incurred for the acquisitions are not material and expensed as incurred
in general and administrative expenses.

 The following table summarizes the fair value
of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation
at the date of the acquisition of Shandong Yunchu Supply Chain Co., Ltd :

 The following table summarizes the fair value
of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation
at the date of the acquisition of Shandong Yunchu Supply Chain Co., Ltd :

 Total consideration at fair value $ 5,420,920 
 
 Fair Value 

 Cash and cash equivalents, and Restricted Cash 
 $ 77,427 

 Trade receivable and Note receivable 
 780,556 

 Inventories 
 -
 
 Related party receivable 
 86,448 

 Other current assets 
 4,899,559 

 Plant and equipment, net 
 -
 
 Intangible assets, net 
 -
 
 Goodwill 
 4,724,698 

 Total assets 
 $ 10,568,688 

 Short-term loan-bank 
 -
 
 Related party payable 
 -
 
 Accounts payable 
 ( 992,424 ) 

 Other current liabilities 
 ( 4,155,344 ) 

 Total liabilities 
 ( 5,147,768 ) 

 Non controlling interest 
 -
 
 Net assets acquired 
 $ 5,420,920 

 Approximately $ 4.72 million of goodwill arising
from the acquisition consists mainly of synergies expected from combining the operations of the Company and Shandong
Yunchu Supply Chain Co., Ltd . None of the goodwill is expected to be deductible for income tax purposes.
 
 F- 19 

 5. Trade Accounts Receivable, Net 

 The Company extends credit terms of 15 to 60 days
to the majority of its domestic customers, which include third-party distributors, supermarkets, and wholesalers 

 12/31/2023 
 12/31/2022 

 Trade accounts receivable 
 $ 5,262,452 
 $ 3,362,939 

 Less: Allowance for credit losses 
 ( 2,102,127 ) 
 ( 366,301 ) 

 $ 3,160,325 
 $ 2,996,638 

 Allowance for credit losses 
 
 Beginning balance: 
 ( 366,301 ) 
 ( 1,662,516 ) 

 Additions to allowance 
 ( 1,735,826 ) 
 ( 64,899 ) 

 Bad debt written-off 
 -
 
 1,361,114 

 Ending balance 
 $ ( 2,102,127 ) 
 $ ( 366,301 ) 

 6. Advances and Prepayments to Suppliers 

 Prepayments include investment deposits to guarantee
investment contracts and advance payment to suppliers and vendors to procure raw materials. Prepayments consist of the following: 

 12/31/2023 
 12/31/2022 

 Payment to suppliers and vendors 
 5,448,324 
 5,500,128 

 Allowance for credit losses 
 ( 132,129 ) 
 ( 82,679 ) 

 Total 
 $ 5,316,195 
 $ 5,417,449 

 7. Inventories 

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

 12/31/2023 
 12/31/2022 

 Raw materials 
 $ 1,957,942 
 $ 1,965,389 

 Work in progress 
 1,394,569 
 1,455,229 

 Finished goods 
 697,733 
 932,261 

 Allowance for inventory reserve 
 ( 2,097,181 ) 
 ( 199,199 ) 

 Total 
 $ 1,953,063 
 $ 4,153,680 

 8. Plant and Equipment 

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

 12/31/2023 
 12/31/2022 

 At Cost: 
 
 Buildings 
 $ 19,604,604 
 $ 19,924,811 

 Machinery and equipment 
 11,181,032 
 11,322,085 

 Office equipment 
 767,094 
 765,413 

 Motor vehicles 
 1,465,662 
 1,465,225 

 33,018,392 
 33,477,534 

 Less: Impairment 
 ( 750,317 ) 
 ( 759,201 ) 

 Less: Accumulated depreciation 
 ( 11,996,231 ) 
 ( 10,149,207 ) 

 20,271,844 
 22,569,125 

 Construction in progress 
 30,948 
 33,260 

 $ 20,302,792 
 $ 22,602,385 

 Depreciation
expense for the year ended December 31, 2023 and 2022 was $ 1,847,024 and $ 1,307,839 , respectively. 
 
 F- 20 

 9. Intangible Assets 

 12/31/2023 
 12/31/2022 

 At Cost: 
 
 Land use rights 
 3,000,857 
 3,051,744 

 Software licenses 
 68,573 
 67,464 

 Trademark 
 901,674 
 916,963 

 $ 3,971,104 
 $ 4,036,171 

 Less:
 Accumulated amortization 
 ( 1,137,002 ) 
 ( 966,000 ) 

 $ 2,834,102 
 $ 3,070,171 

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

 As of December 31, 2023, the estimated
future amortization expenses of the intangible assets were as follow: 

 12 months ending December 31, 
 Amortization

 expenses 

 2024 
 $ 181,950 

 2025 
 181,950 

 2026 
 96,064 

 2027 
 78,978 

 2028 
 76,063 

 Thereafter 
 2,219,097 

 Total 
 $ 2,834,102 

 10. Long Term Investment 

 During fiscal
year 2022, the Company entered into an investment agreement with Xianning Xiangtian Energy Holdings Group Co., Ltd to acquire 40 %
of the equity interests in the company, with total consideration of $ 13.62 million, which was paid in 2022.
The balance of the investment was totally been sold in 2023. 

 In 2020, the Company made an initial investment of $ 2.87 million in
exchange for a 19 % limited partner interest in Shandong Ningwei New Energy Technology Co., Ltd. The investment was accounted for using
the cost method due to the lack of readily determinable fair value in 2023.

 As of December 31, 2023 and December 31, 2022, the balance of long
term investment was $ 2,257,926 and $ 16,488,157 .
 
 11. Other Payable 

 As of December 31, 2023 and 2022, the balance of other payable was
$ 4,510,192 and $ 4,412,833 . Other payables – third parties are those non-trade payables arising from transactions between the Company
and certain third parties.
 
 12. Advance From Customer 

 For our operation, the proceeds received from sales are initially
recorded as advance from customers, which was usually related to unsatisfied performance obligations at the end of an applicable reporting
period. As of December 31, 2023, and December 31, 2022, the outstanding balance of the Advance from customers was $ 2,464,319 and $ 2,624,070 
respectively. Due to the generally short-term duration of the relevant contracts, most of the performance obligations are satisfied in
the following reporting period.
 
 F- 21 

 13. Related Parties Transaction 

 As of December 31, 2023 and December 31, 2022,
the outstanding balance due from related parties was $ 315,724 and $ 180,578 , respectively. Significant related parties comprised much of
the total outstanding balance as of December 31, 2023 are stated below: 

 As of December 31, 
 Amounts due from related parties: 2023 2022 
 Mr.Chen Xing the management of the Shandong Yunchu $ 294,210 $ 127,196 
 Mr.Lu Jun the management of the Jingshan Sanhe $ 21,514 $ 16,853 
 
 These above nontrade receivables arising from
transactions between the Company and certain related parties, such as loans to these related parties. These loans are unsecured, non-interest
bearing and due on demand.

 As of December 31, 2023 and December 31, 2022, the outstanding balance
due to related parties was $ 7,333,545 and $ 4,282,841 , respectively. The balance was advanced for working capital of the Company, non-interest
bearing, and unsecured unless further disclosed.

 Significant parties comprised much of the total
outstanding balance as of December 31, 2023 are stated below: 

 As of December 31, 
 Amounts due to related parties: 2023 2022 
 Ms. Yan Yan the spouse of the legal representative of Jilin Chuangyuan $ 899,241 $ 986,417 
 Mr. Bin Zhou Chief Executive Officer and Chairman of the Company $ 1,393,529 $ 1,073,867 
 Hubei shuang new energy Technology Co., LTD. significant impact $ 442,216 - 
 Shandong Ningwei New Energy Technology Co., Ltd. significant impact $ 1,496,040 - 
 Anhui Ansheng equipment Co., LTD Previous subsidiary $ 1,177,836 $ 1,180,796 
 Senior managements significant impact $ 1,815,624 $ 779,371 
 
 14. Goodwill 

 The changes in the carrying amount of goodwill
by reportable segment are as follows : 

 Ansheng 
 Baokuan 
 JLCY 
 SDYC 

 Balance as of December 31, 2021 
 $ 
 1,026,337 
 $ 
 -
 
 $ 
 3,191,897 
 $ 
 4,724,699 

 Goodwill acquired 
 -
 
 7,193,965 
 -
 
 -
 
 Goodwill impairment 
 -
 
 ( 7,193,965 ) 
 ( 3,191,897 ) 
 -
 
 Disposal of subsidiaries 
 ( 1,026,337 ) 
 -
 
 -
 
 -
 
 Balance as of December 31, 2022 
 $ -
 
 $ -
 
 $ -
 
 $ 4,724,699 

 Goodwill acquired 
 -
 
 -
 
 -
 
 -
 
 Goodwill impairment 
 -
 
 -
 
 -
 
 -
 
 Balance as of March 31, 2023 
 $ -
 
 $ -
 
 $ -
 
 $ 4,724,699 

 At December 31, 2023, the Company performed its
annual impairment tests as prescribed by ASC 350 on the carrying value of its goodwill and no instances of impairment were identified
in our December 31, 2023 test.

 At December 31, 2023 and 2022, the carrying amount of the Company’s
goodwill was $ 4,724,699 and $ 4,724,699 , respectively.
 
 F- 22 

 15. Bank
Loans 

 The outstanding balances on short-term bank loans
consisted of the following: 

 Lender Maturities Weighted
 average
 interest
 rate 12/31/2023 12/31/2022 
 Rural Credit Cooperatives of Jilin Province, Jilin Branch Due in November 2026 7.83 % $ 3,529,727 $ 3,589,582 
 Tonghua Dongchang Yuyin Village Bank Co., LTD Due in June 2025 8.00 % $ 282,378 $ 287,167 
 
 Buildings and land use rights in the amount of $ 11,112,104 are
used as collateral for Jiling Branch. The short-term bank loan which is denominated in Renminbi was primarily obtained for general working
capital.

 The loan
from Tonghua Dongchang Yuyin Village Bank, as a three years long-term debt, was denominated in Renminbi and was primarily obtained for
general working capital. On June 15, 2022, Mr.Chen Yongsheng and Mr.Cai Xiaodong pledged 28,465,000 stocks of Jilin Chuangyuan Chemical
Co., Ltd to the pledgee-Tonghua Dongchang Yuyin Village Bank. As the pledgee, Tonghua Dongchang Yuyin Village Bank shall have custody
of these stocks, which accounted for approximately 71.43 % of the total share during the entire term of pledge set forth in this agreement. 

 Interest expense for the years
ended December 31, 2023 and 2022 was $ 298,967 and $ 291,032 respectively. 
 
 16. Equity 

 On January
13, 2022, the Company entered into a Securities Purchase Agreement, pursuant to which three individuals residing in the People’s
Republic of China agreed to purchase an aggregate of 7,000,000 shares of the Company’s common stock, par value $ 0.001 per
share, for an aggregate purchase price of $ 7,000,000 , representing a purchase price of $ 1.00 per Share. 

 On April
8, 2022, Planet Green Holdings Corporation (Nevada) issued an aggregate of 7,500,000 shares of common stock to the equity holders
of Allinyson Ltd. for the acquisition of 100 % of the equity interest of Allinyson Ltd. 

 On May 19,
2022, the Company entered into a Securities Purchase Agreement, pursuant to which two investors agreed to purchase an aggregate of 10,000,000 shares
of the Company’s common stock, par value $ 0.001 per share, for an aggregate purchase price of $ 4,100,000 , representing a purchase
price of $ 0.41 per Share. 

 On July
20, 2022, the Company acquired 30 % equity interest of the Xianning Xiangtian Energy Holdings Group Co., Ltd. and the Company issued 12,000,000 shares
of common stock to the Sellers. 

 As of December
31, 2023, the number of common stock remained unchanged at 72,081,930 with no new issuances recorded during the year, consistent with
the figure reported as at December 31, 2022. 
 
 17. Income Taxes 

 United States 

 On December 22, 2017, the “Tax Cuts and
Jobs Act” (the “Act”) was enacted. Under the provisions of the Act, the U.S. corporate tax rate decreased from 34 % to
 21 %. As the Company has a December 31 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory
federal rate of 21 % for the Company’s fiscal year ending December 31, 2023 and 2022, respectively. Accordingly, the Company has
remeasured the Company’s deferred tax assets on net operating loss carryforwards (“NOLs”) in the U.S at the lower enacted
cooperated tax rate of 21 %. However, this remeasurement has no effect on the Company’s income tax expenses as the Company has provided
a 100 % valuation allowance on its deferred tax assets previously.

 Additionally, the Act imposes a one-time transition
tax on deemed repatriation of historical earnings of foreign subsidiaries, and future foreign earnings are subject to U.S. taxation. The
change in rate has caused the Company to remeasure all U.S. deferred income tax assets and liabilities for temporary differences and NOLs
and recorded one time income tax payable to be paid in 8 years. However, this one-time transition tax has no effect on the Company’s
income tax expenses as the Company has no undistributed foreign earnings prior to December 31, 2023 which the Company has foreign cumulative
losses at December 31, 2023.
 
 F- 23 

 British Virgin Islands 

 Planet Green Holdings Corporation BVI is incorporated
in the British Virgin Islands and is not subject to tax on income or capital gains under current British Virgin Islands law. In addition,
upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.

 Hong Kong 

 Lucky Sky Planet Green Holdings Co., Limited (H.K.)
is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements
adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5 % in Hong Kong. The Company did not make any provisions
for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Under Hong Kong tax
law, Lucky Sky Planet Green Holdings Co., Limited (H.K.) is exempted from income tax on its foreign-derived income and there are no withholding
taxes in Hong Kong on remittance of dividends.

 PRC 

 The Company PRC subsidiaries and VIEs and their
controlled entities are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is
calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices
in respect thereof. Under the Enterprise Income Tax Laws of the PRC, Chinese enterprises are subject to income tax at a rate of 25 % after
appropriate tax adjustments.

 Significant components of the income tax expense
consisted of the following for the years ended December 31, 2023 and 2022: 

 12/31/2023 
 12/31/2022 

 Loss attributed to PRC operations 
 $ ( 8,809,372 ) 
 $ ( 2,778,634 ) 

 Loss attributed to U.S. operations 
 ( 12,034,102 ) 
 ( 12,212,918 ) 

 Income attributed to Canada operations 
 34,981 
 ( 276,423 ) 

 Income attributed to BVI 
 -
 
 -
 
 Loss before tax 
 $ ( 20,808,493 ) 
 $ ( 15,267,975 ) 

 PRC Statutory Tax at 25 % Rate 
 ( 2,202,343 ) 
 ( 694,659 ) 

 Effect of tax exemption granted 
 -
 
 -
 
 Valuation allowance 
 2,237,646 
 2,169,828 

 Income tax 
 $ 35,303 
 $ 1,475,169 

 Per Share Effect of Tax Exemption 
 
 Effect of tax exemption granted 
 $ -
 
 $ -
 
 Weighted-Average Shares Outstanding Basic 
 72,081,930 
 59,502,478 

 Per share effect 
 $ -
 
 $ -
 
 The Company evaluated the provisions of ASC 740
related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes
a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects
to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized
and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount
of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s
potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions
of ASC 740.
 
 F- 24 

 Reconciliation of effective income tax rate from
continuing operations is as follows for the years ended December 31, 2023 and 2022: 

 12/31/2023 
 12/31/2022 

 U.S. federal statutory income tax rate 
 21 % 
 21 % 

 Higher (lower) rates in PRC, net 
 4 % 
 4 % 

 Non-recognized deferred tax benefits in the PRC 
 ( 25.17 )% 
 ( 25.10 )% 

 The Company’s effective tax rate 
 ( 0.17 )% 
 ( 0.10 )% 

 18. Earnings/(Loss) Per Share 

 For the years ended 

 December 31, 

 2023 
 2022 

 Loss from operations attributable to common stockholders 
 $ ( 20,843,796 ) 
 $ ( 25,808,418 ) 

 Basic and diluted (loss) earnings per share denominator: 
 
 Original Shares at the beginning: 
 72,081,930 
 35,581,930 

 Additions from Actual Events -issuance of common stock for cash 
 -
 
 5,506,849 

 Additions from Actual Events – issuance of common stock for acquisition 
 -
 
 12,989,041 

 Additions from Actual Events –issuance of shares for long-term investment 
 -
 
 5,424,658 

 Basic Weighted Average Shares Outstanding 
 72,081,930 
 59,502,478 

 (Loss) income per share from continuing operations - Basic and diluted 
 $ ( 0.29 ) 
 $ ( 0.28 ) 

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

 $ ( 0.15 ) 

 (Loss) income per common shareholders - Basic and diluted 
 $ ( 0.29 ) 
 $ ( 0.43 ) 

 Basic and diluted weighted average shares outstanding 
 72,081,930 
 59,502,478 

 19. Concentrations 

 Customers
Concentrations : 

 The following table sets forth information about
each customer that accounted for 10% or more of the Company’s revenues for the years ended December 31, 2023 and 2022. 

 For the years ended 

 Customers 
 31-Dec-23 
 31-Dec-22 

 Amount $ 
 % 
 Amount $ 
 % 

 A 
 3,972,964 
 15 
 -
 
 -
 
 B 
 3,605,934 
 13 
 -
 
 -
 
 C 
 -
 
 -
 
 -
 
 -
 
 F- 25 

 Suppliers Concentrations 

 The following table sets forth information about
each supplier that accounted for 10% or more of the Company’s purchase for the years ended December 31, 2023 and 2022. 

 For the years ended 

 Suppliers 
 31-Dec-23 
 31-Dec-22 

 Amount $ 
 % 
 Amount $ 
 % 

 A 
 -
 
 -
 
 8,512,372 
 23 

 B 
 4,888,270 
 19 
 6,996,696 
 19 

 C 
 2,503,225 
 10 
 6,297,657 
 17 

 20. Risks 

 A. Credit risk 

 The Company’s deposits are made with banks located in the PRC. They do not carry federal deposit insurance and may be subject to loss of the banks become insolvent. 

 Since the Company’s inception, the age of account receivables has been less than one year, indicating that the Company is subject to the minimal risk borne from credit extended to customers. 

 B.
Interest risk 

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

 C.
Economic and political risks 

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

 The Group records accruals for certain of its outstanding
legal proceedings or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated.
The Group evaluates, on a quarterly basis, developments in legal proceedings or claims that could affect the amount of any accrual, as
well as any developments that would make a loss contingency both probable and reasonably estimable. The Group discloses the amount of
the accrual if it is material.

 When a loss contingency is not both probable and estimable, the Group
does not record an accrued liability but discloses the nature and the amount of the claim, if material. However, if the loss (or an additional
loss in excess of the accrual) is at least reasonably possible, then the Group discloses an estimate of the loss or range of loss, unless
it is immaterial or an estimate cannot be made. The assessment of whether a loss is probable or reasonably possible, and whether the loss
or a range of loss is estimable, often involves complex judgments about future events. Management is often unable to estimate the loss
or a range of loss, particularly where (i) the damages sought are indeterminate, (ii) the proceedings are in the early stages,
or (iii) there is a lack of clear or consistent interpretation of laws specific to the industry-specific complaints among different
jurisdictions. In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including
eventual loss, fine, penalty or business impact, if any. The Company has analyzed its operations
subsequent to December 31, 2023 to the date these audited consolidated financial statements were issued, and has determined that it does
not have any material contingency events to disclose. 
 
 22. Subsequent Events 

 The Company evaluates subsequent
events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent
events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the dates of the balance
sheets, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide
evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company
has analyzed its operations subsequent to December 31, 2023 to the date these audited consolidated financial statements were issued, and
has determined that it does not have any material events to disclose. 
 
 F-26
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.
Planet Green Holdings Corp. 10-K/A

Item 9A. Controls and Procedures
