1 unchanged sentence
Planet Green Holdings Corp.
−Removed: Green”), headquartered in Flushing, NY, is not an operating company in the PRC but a Nevada holding company with its operations
−Removed: conducted through its subsidiaries in the PRC, U.S., Hong Kong and Canada (the “Subsidiaries”) and through contractual arrangements
−Removed: with its variable interest entity, Jilin Chuanyuan (the “VIE”), which is a company incorporated in the PRC.
−Removed: Planet Green is
−Removed: engaged in a number of diverse business activities, including consumer products, chemical products, and online advertising and mobile
−Removed: The VIE is consolidated for accounting purpose only and Planet Green does not own any equity interest in the VIE.
−Removed: Investors may
−Removed: never directly hold equity interests in the VIE.
−Removed: The VIE structure is used to provide investors with exposure to foreign investment in
−Removed: China-based companies where Chinese law prohibits or limits direct foreign investment in the operating companies.
−Removed: However, our contractual
−Removed: arrangements with the VIE are not equivalent of an investment in the VIE.
−Removed: Investors of our securities thus are not purchasing equity interest
−Removed: in the VIE and their subsidiaries in China but instead are purchasing equity interest in a Nevada holding company.
−Removed: Such VIE arrangement
−Removed: is not identical to owning such entities directly, and investors will own shares in a holding company with contracts with the VIE and
−Removed: will not have any equity ownership of such VIE itself.
−Removed: The VIE arrangement may not be as effective as direct ownership in providing us
−Removed: with control over the VIE.
−Removed: Direct ownership would allow us, for example, to directly or indirectly exercise our rights as a shareholder
−Removed: to effect changes in the boards of directors, which, in turn, could affect changes, subject to any applicable fiduciary obligations at
−Removed: the management level.
−Removed: However, under the VIE arrangement, as a legal matter, if the VIE or its shareholders fail to perform their respective
−Removed: obligations under the VIE arrangement, we may have to incur substantial costs and expend significant resources to enforce those arrangements
−Removed: and resort to litigation or arbitration and rely on legal remedies under PRC laws.
−Removed: These remedies may include seeking specific performance
−Removed: or injunctive relief and claiming damages, any of which may not be effective.
−Removed: In the event we are unable to enforce these VIE Agreements
−Removed: or we experience significant delays or other obstacles in the process of enforcing the VIE arrangement, we may lose control over the assets
−Removed: owned by the VIE.
−Removed: Our corporate structure is subject to risks relating
−Removed: to our contractual arrangements with our VIE and its shareholders.
−Removed: Such contractual arrangements have not been tested in any of the PRC
−Removed: There are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations,
−Removed: and rules relating to these contractual arrangements.
−Removed: If the PRC government finds these contractual arrangements non-compliant with the
−Removed: restrictions on direct foreign investment in the relevant industries, or if the relevant PRC laws, regulations, and rules or the interpretation
−Removed: thereof change in the future, we could be subject to severe penalties or be forced to relinquish our interests in the VIE or forfeit our
−Removed: rights under the contractual arrangements.
−Removed: We and investors face uncertainty about potential future actions by the PRC government, which
−Removed: could affect the enforceability of our contractual arrangements with our VIE and consequently, significantly affect the financial condition
−Removed: and results of operations of us.
−Removed: If we are unable to claim our right to control the assets of the VIE, our common stock may decline in
−Removed: value or become worthless.
−Removed: The PRC government could even disallow the VIE structure completely, which would likely result in a material
−Removed: adverse change in our operations and our common stock may significantly decline in value or become worthless.
−Removed: Under our corporate structure, our ability to pay
−Removed: dividends and to service any debt we may incur and pay our operating expenses principally depends on dividends paid by our PRC subsidiaries
+Added: (the “Planet Green”), headquartered in Flushing, NY, is not an operating company in the PRC but a Nevada holding company with
+Added: its operations conducted through its subsidiaries in the PRC, Hong Kong and Canada (the “Subsidiaries”).
+Added: Planet Green is engaged
+Added: in a number of diverse business activities, including consumer products, chemical products and online advertising.
+Added: Under our corporate structure,
+Added: our ability to pay dividends and to service any debt we may incur and pay our operating expenses principally depends on dividends paid
+Added: by our PRC subsidiaries.
Cash is transferred through our organization in the manner as follows:
−Removed: (1) we may transfer funds to our WFOEs through our Hong
−Removed: Kong subsidiaries, Promising Prospect HK Limited, and Bless Chemical Co., Ltd.
−Removed: (HK) by additional capital contributions or shareholder
−Removed: loans, as the case may be;
−Removed: (2) the VIE may pay service fees to our PRC subsidiaries for services rendered by our PRC subsidiaries;
−Removed: our PRC subsidiaries may pay service fees to the VIE for services rendered by the VIE;
−Removed: and (4) our PRC subsidiaries may make dividends
−Removed: or other distributions to the Planet Green.
−Removed: We do not have cash management policies dictating how funds are transferred throughout our
−Removed: organization.
−Removed: We may encounter difficulties in our ability to transfer cash between PRC subsidiaries and non-PRC subsidiaries largely
−Removed: due to various PRC laws and regulations imposed on foreign exchange.
−Removed: If we intend to distribute dividends to the Planet Green, our WFOEs
−Removed: will transfer the dividends to our Hong Kong subsidiaries in accordance with the laws and regulations of the PRC, and then our Hong Kong
−Removed: subsidiaries will transfer the dividends to the Planet Green, and the dividends can be distributed from the Planet Green to all shareholders
−Removed: respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S.
−Removed: investors or investors in other countries
−Removed: However, there can be no assurance that the PRC government will not intervene or impose restrictions on the Company’s
−Removed: ability to transfer cash out of China.
−Removed: In 2023, our PRC subsidiaries did not receive any cash benefits from the VIE for services rendered
−Removed: to the VIE and its subsidiaries.
−Removed: As of December 31, 2023, the VIE owns $2,823,782 to our WFOE.
−Removed: As of December 31, 2023, we were not subject
−Removed: to any actual foreign exchange restrictions.
−Removed: The foregoing cash flows include all distributions and transfers between Planet Green, our
−Removed: PRC subsidiaries and the VIE as of the date of this annual report.
−Removed: As of the date of this annual report, none of our subsidiaries have
−Removed: ever issued any dividends or made other distributions to the Planet Green nor have Planet Green ever paid dividends or made other distributions
−Removed: We currently intend to retain all future earnings to finance the VIE’s and our subsidiaries’ operations
−Removed: and to expand their business.
−Removed: As a result, we do not expect to pay any cash dividends in the foreseeable future.
−Removed: Any limitation on the
−Removed: ability of our subsidiaries to distribute dividends to us or on the ability of the VIE to make payments to us may restrict our ability
−Removed: to satisfy our liquidity requirements.
−Removed: To the extent cash or assets in the business is in the PRC or Hong Kong or in a PRC or Hong Kong
−Removed: entity, and may need to be used to fund operations outside of the PRC or Hong Kong, the funds and assets may not be available to fund
−Removed: operations or for other uses outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations
−Removed: by the government on our subsidiaries’ or the VIE’s ability to transfer cash and assets.
−Removed: We face various legal and operational risks and
−Removed: uncertainties related to being based in and having significant operations in mainland China.
−Removed: The PRC government has significant authority
−Removed: to exert influence on the ability of a China-based company, such as us, to conduct its business, accept foreign investments or list on
−Removed: or other foreign exchanges.
−Removed: For example, we face risks associated with regulatory approvals of offshore offerings, oversight on cybersecurity
−Removed: and data privacy, as well as the lack of inspection by the Public Company Accounting Oversight Board (the “PCAOB”) on our
+Added: (1) we may transfer funds to our WFOEs
+Added: through our Hong Kong subsidiaries, Promising Prospect HK Limited, and Bless Chemical Co., Ltd.
+Added: (HK) by additional capital contributions
+Added: or shareholder loans, as the case may be, and (2) our PRC subsidiaries may make dividends or other distributions to the Planet Green.
+Added: We do not have cash management policies dictating how funds are transferred throughout our organization.
+Added: We may encounter difficulties
+Added: in our ability to transfer cash between PRC subsidiaries and non-PRC subsidiaries largely due to various PRC laws and regulations imposed
+Added: on foreign exchange.
+Added: If we intend to distribute dividends to the Planet Green, our WFOEs will transfer the dividends to our Hong Kong
+Added: subsidiaries in accordance with the laws and regulations of the PRC, and then our Hong Kong subsidiaries will transfer the dividends to
+Added: the Planet Green, and the dividends can be distributed from the Planet Green to all shareholders respectively in proportion to the shares
+Added: they hold, regardless of whether the shareholders are U.S.
+Added: investors or investors in other countries or regions.
+Added: However, there can be
+Added: no assurance that the PRC government will not intervene or impose restrictions on the Company’s ability to transfer cash out of
+Added: As of the date of this annual report, none of our subsidiaries have ever issued any dividends or made other distributions to the
+Added: Planet Green nor have Planet Green ever paid dividends or made other distributions to U.S.
+Added: We currently intend to retain all
+Added: future earnings to finance our subsidiaries’ operations and to expand their business.
+Added: As a result, we do not expect to pay any cash
+Added: dividends in the foreseeable future.
+Added: Any limitation on the ability of our subsidiaries to distribute dividends to us may restrict our
+Added: ability to satisfy our liquidity requirements.
+Added: To the extent cash or assets in the business is in the PRC or Hong Kong or in a PRC or
+Added: Hong Kong entity, and may need to be used to fund operations outside of the PRC or Hong Kong, the funds and assets may not be available
+Added: to fund operations or for other uses outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations
+Added: by the government on our subsidiaries’ ability to transfer cash and assets.
+Added: We face various legal and operational risks and uncertainties related
+Added: to being based in and having significant operations in mainland China.
+Added: The PRC government has significant authority to exert influence
+Added: on the ability of a China-based company, such as us, to conduct its business, accept foreign investments or list on U.S.
+Added: or other foreign
+Added: For example, we face risks associated with regulatory approvals of offshore offerings, oversight on cybersecurity and data
Such risks could result in a material change in our operations and/or the value of the common stock or could significantly limit
3 unchanged sentences
if regulatory authorities in Hong Kong adopt similar rules and/or regulatory actions.
−Removed: Because our operations are primarily located in
−Removed: the PRC and Hong Kong through our subsidiaries and VIE, we are subject to certain legal and operational risks associated with our operations
−Removed: in China and Hong Kong, including changes in the legal, political and economic policies of the Chinese government, the relations between
−Removed: China and the United States, or Chinese or United States regulations may materially and adversely affect our business, financial condition
−Removed: and results of operations.
−Removed: PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore,
−Removed: these risks may result in a material change in our operations and the value of our common stock, or could significantly limit or completely
−Removed: hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline
−Removed: or be worthless.
−Removed: Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations
−Removed: in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over
−Removed: China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity
−Removed: reviews, and expanding the efforts in anti-monopoly enforcement.
−Removed: We do not believe that our subsidiaries and VIE are directly subject
−Removed: to these regulatory actions or statements, as we have not implemented any monopolistic behavior and our business does not involve the
−Removed: collection of user data or implicate cybersecurity.
−Removed: As of the date of this annual report, no relevant laws or regulations in the PRC explicitly
−Removed: require us to seek approval from the China Securities Regulatory Commission (the “CSRC”), Cyberspace Administration of China
−Removed: (the “CAC”) or any other PRC governmental authorities for our offering, nor has our Nevada holding company or any of our subsidiaries
−Removed: or our VIE received any inquiry, notice, warning or sanctions regarding our offering from the CSRC or any other PRC governmental authorities.
−Removed: However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation
−Removed: rules have not been issued, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what
−Removed: existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential
−Removed: impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments
−Removed: and list on an U.S.
+Added: Because our operations are
+Added: primarily located in the PRC and Hong Kong through our subsidiaries, we are subject to certain legal and operational risks associated
+Added: with our operations in China and Hong Kong, including changes in the legal, political and economic policies of the Chinese government,
+Added: the relations between China and the United States, or Chinese or United States regulations may materially and adversely affect our business,
+Added: financial condition and results of operations.
+Added: PRC laws and regulations governing our current business operations are sometimes vague
+Added: and uncertain, and therefore, these risks may result in a material change in our operations and the value of our common stock, or could
+Added: significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of
+Added: such securities to significantly decline or be worthless.
+Added: Recently, the PRC government initiated a series of regulatory actions and statements
+Added: to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market,
+Added: enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures to
+Added: extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
+Added: We do not believe that our subsidiaries
+Added: are directly subject to these regulatory actions or statements, as we have not implemented any monopolistic behavior and our business
+Added: does not involve the collection of user data or implicate cybersecurity.
+Added: As of the date of this annual report, no relevant laws or regulations
+Added: in the PRC explicitly require us to seek approval from the China Securities Regulatory Commission (the “CSRC”), Cyberspace
+Added: Administration of China (the “CAC”) or any other PRC governmental authorities, nor has our Nevada holding company or any of
+Added: our subsidiaries received any inquiry, notice, warning or sanctions regarding our listing on NYSE America from the CSRC or any other PRC governmental
+Added: However, since these statements and regulatory actions by the PRC government are newly published and official guidance and
+Added: related implementation rules have not been issued, it is highly uncertain how soon legislative or administrative regulation making bodies
+Added: will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated,
+Added: if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept
+Added: foreign investments and list on an U.S.
or other foreign exchange.
−Removed: The Standing Committee of the National People’s Congress, or the SCNPC, or other
−Removed: PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that requires our company or any of our
−Removed: subsidiaries to obtain regulatory approval from Chinese authorities before offering in the U.S.
−Removed: In other words, although the Company is
−Removed: currently not required to obtain permission from any of the PRC central or local government to obtain such permission and has not received
−Removed: any denial to list on the U.S.
+Added: The Standing Committee of the National People’s Congress, or
+Added: the SCNPC, or other PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that requires our
+Added: company or any of our subsidiaries to obtain regulatory approval from Chinese authorities before offering in the U.S.
+Added: In other words,
+Added: although the Company is currently not required to obtain permission from any of the PRC central or local government to obtain such permission
+Added: and has not received any denial to list on the U.S.
exchange, our operations could be adversely affected, directly or indirectly;
−Removed: our ability to offer, or
−Removed: continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly decline or
−Removed: be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental
−Removed: authorities, if we or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that
−Removed: such permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain
−Removed: such permissions or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little advance notice.
−Removed: As of the date of this annual report, the two
−Removed: Hong Kong subsidiaries of Planet Green do not have any material operation in Hong Kong and they have not collected, stored, or managed
−Removed: any personal information in Hong Kong.
−Removed: Therefore, we have concluded that currently it does not expect that laws and regulations in Mainland
−Removed: China on data security, data protection, cybersecurity or anti-monopoly to be applied to its Hong Kong subsidiaries or that the oversight
−Removed: of the Cyberspace Administration of China will be extended to its operations outside of Mainland China.
−Removed: In order to operate our business, in addition to
−Removed: the required regular business licenses, Jingshan Sanhe is required to obtain Permit for Hazardous Chemical Products, Jilin Chuangyuan
−Removed: is required to obtain Safe Production License, and Shandong Yunchu is required to obtain Permit for Food Products.
−Removed: As of the date of this
−Removed: annual report, our subsidiaries, WFOEs and VIE have received from PRC authorities all requisite licenses, permissions, and approvals needed
−Removed: to engage in the businesses currently conducted in the PRC, and no permission or approval has been denied.
−Removed: However, we cannot assure
−Removed: you that any of these entities will be able to receive clearance of such compliance requirements in a timely manner, or at all in the
−Removed: Any failure of these entities to fully comply with such compliance requirements may cause our PRC subsidiaries or the PRC operating
−Removed: entities to be unable to begin their new businesses or operations in the PRC, subject them to fines, relevant new businesses or operations
−Removed: suspension for rectification, or other sanctions.
−Removed: As advised by our PRC counsel, Hubei Kaicheng Law
−Removed: Offices, as of the date of this annual report, our subsidiaries, WFOEs and VIE, (i) are not required to obtain additional permissions
−Removed: or approvals to operate their current business, (ii) are not required to obtain permission from the CSRC, the CAC, or any other Chinese
−Removed: authorities to issue our securities to foreign investors based on PRC laws and regulations currently in effect, and (iii) have not
−Removed: received or were denied such permission by any Chinese authorities.
−Removed: However, we cannot assure you that the PRC regulatory agencies, including
−Removed: the CAC or the CSRC, would take the same view as we do, and there is no assurance that the VIE and its subsidiaries are always able to
−Removed: successfully update or renew the licenses or permits required for the relevant business in a timely manner or that these licenses or permits
−Removed: are sufficient to conduct all of their present or future business.
−Removed: If the VIE, WFOEs or any of its subsidiaries (i) does not receive
−Removed: or maintain required permissions or approvals, (ii) inadvertently concludes that such permissions or approvals are not required,
−Removed: or (iii) applicable laws, regulations, or interpretations change and the VIE or any of its subsidiaries is required to obtain such
−Removed: permissions or approvals in the future, it could be subject to fines, legal sanctions, or an order to suspend their relevant services,
−Removed: which may materially and adversely affect our financial condition and results of operations and cause our securities to significantly
−Removed: decline in value or become worthless.
−Removed: In light of the recent statements and regulatory
−Removed: actions by the PRC government, such as those related to the use of variable interest entities, data security, and anti-monopoly concerns,
−Removed: Planet Green may be subject to the risks of uncertainty of any future actions of the PRC government in this regard, and if Chinese regulatory
−Removed: authorities disallow the VIE structure, that may result in a material change in our operations and/or value of our securities, including
−Removed: that the value of our securities to significantly decline or become worthless.
−Removed: Planet Green may also be subject to penalties and sanctions
−Removed: imposed by the PRC regulatory agencies, including the CSRC, if it fails to comply with such rules and regulations, which could adversely
−Removed: affect the ability of Planet Green to continue to be listed for trading on NYSE American or another foreign exchange, which may cause
−Removed: the value of Planet Green’s securities to significantly decline or become worthless.
−Removed: The Holding Foreign Companies Accountable Act
−Removed: (the “HFCA Act”) and related regulations call for additional and more stringent criteria to be applied to emerging market
−Removed: companies upon assessing the qualification of their auditors and could add uncertainties to Planet Green’s offering that trading
−Removed: in Planet Green’s securities may be prohibited under the HFCA Act.
−Removed: Planet Green’s auditor, YCM CPA Inc., is headquartered
−Removed: in California and has been inspected by the Public Company Accounting Oversight Board (United States) (the “PCAOB”) on a regular
−Removed: Our auditor is not included in the list of PCAOB Identified Firms of having been unable to be inspected or investigated completely
−Removed: by the PCAOB in the PCAOB Determination Report issued in December 2021.
+Added: ability to offer, or continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly
+Added: decline or be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption
+Added: by PRC governmental authorities, if we or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently
+Added: conclude that such permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are
+Added: required to obtain such permissions or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little
+Added: advance notice.
+Added: As of the date of this annual
+Added: report, the two Hong Kong subsidiaries of Planet Green do not have any material operation in Hong Kong and they have not collected, stored,
+Added: or managed any personal information in Hong Kong.
+Added: Therefore, we have concluded that currently it does not expect that laws and regulations
+Added: in Mainland China on data security, data protection, cybersecurity or anti-monopoly to be applied to its Hong Kong subsidiaries or that
+Added: the oversight of the Cyberspace Administration of China will be extended to its operations outside of Mainland China.
+Added: In order to operate our business,
+Added: in addition to the required regular business licenses, Jingshan Sanhe is required to obtain Permit for Hazardous Chemical Products and
+Added: Shandong Yunchu is required to obtain Permit for Food Products.
+Added: As of the date of this annual report, our subsidiaries, WFOEs have received
+Added: from PRC authorities all requisite licenses, permissions, and approvals needed to engage in the businesses currently conducted in the
+Added: PRC, and no permission or approval has been denied.
+Added: However, we cannot assure you that any of these entities will be able to receive
+Added: clearance of such compliance requirements in a timely manner, or at all in the future.
+Added: Any failure of these entities to fully comply with
+Added: such compliance requirements may cause our PRC subsidiaries or the PRC operating entities to be unable to begin their new businesses or
+Added: operations in the PRC, subject them to fines, relevant new businesses or operations suspension for rectification, or other sanctions.
+Added: As advised by our PRC counsel,
+Added: Hubei Kaicheng Law Offices, as of the date of this annual report, our subsidiaries, WFOEs, (i) are not required to obtain additional
+Added: permissions or approvals to operate their current business, (ii) are not required to obtain permission from the CSRC, the CAC, or
+Added: any other Chinese authorities to issue our securities to foreign investors based on PRC laws and regulations currently in effect, and
+Added: (iii) have not received or were denied such permission by any Chinese authorities.
+Added: However, we cannot assure you that the PRC regulatory
+Added: agencies, including the CAC or the CSRC, would take the same view as we do, and there is no assurance that our subsidiaries are always
+Added: able to successfully update or renew the licenses or permits required for the relevant business in a timely manner or that these licenses
+Added: or permits are sufficient to conduct all of their present or future business.
+Added: If the WFOEs or any of its subsidiaries (i) does not
+Added: receive or maintain required permissions or approvals, (ii) inadvertently concludes that such permissions or approvals are not required,
+Added: or (iii) applicable laws, regulations, or interpretations change and our subsidiaries are required to obtain such permissions or
+Added: approvals in the future, it could be subject to fines, legal sanctions, or an order to suspend their relevant services, which may materially
+Added: and adversely affect our financial condition and results of operations and cause our securities to significantly decline in value or become
+Added: In light of the recent statements and regulatory actions by the PRC
+Added: government, such as those related to data security, and anti-monopoly concerns, Planet Green may be subject to the risks of uncertainty
+Added: of any future actions of the PRC government in this regard.
+Added: Planet Green may also be subject to penalties and sanctions imposed by the
+Added: PRC regulatory agencies, including the CSRC, if it fails to comply with such rules and regulations, which could adversely affect the ability
+Added: of Planet Green to continue to be listed for trading on NYSE American or another foreign exchange, which may cause the value of Planet
+Added: Green’s securities to significantly decline or become worthless.
+Added: The Holding Foreign Companies Accountable Act (the “HFCA
+Added: Act”) and related regulations call for additional and more stringent criteria to be applied to emerging market companies upon assessing
+Added: the qualification of their auditors and could add uncertainties to Planet Green’s offering that trading in Planet Green’s
+Added: securities may be prohibited under the HFCA Act.
+Added: Planet Green’s auditor, YCM CPA INC., is headquartered in California and has been
+Added: inspected by the Public Company Accounting Oversight Board (United States) (the “PCAOB”) on a regular basis.
+Added: Our auditor is
+Added: not included in the list of PCAOB Identified Firms of having been unable to be inspected or investigated completely by the PCAOB in the
+Added: PCAOB Determination Report issued in December 2021.
On June 22, 2021, the U.S.
−Removed: Senate passed the Accelerating Holding
−Removed: Foreign Companies Accountable Act, which, if enacted, would reduce the number of consecutive non-inspection years required for triggering
−Removed: the prohibitions under the HFCA Act from three years to two.
−Removed: On December 29, 2022, the President signed the Consolidated Appropriations
−Removed: Act, 2023, which, among other things, amended the HFCAA to reduce the number of consecutive years an issuer can be identified as a Commission-Identified
+Added: Senate passed the Accelerating Holding Foreign Companies
+Added: Accountable Act, which, if enacted, would reduce the number of consecutive non-inspection years required for triggering the prohibitions
+Added: under the HFCA Act from three years to two.
+Added: On December 29, 2022, the President signed the Consolidated Appropriations Act, 2023, which,
+Added: among other things, amended the HFCAA to reduce the number of consecutive years an issuer can be identified as a Commission-Identified
Issuer before the Commission must impose an initial trading prohibition on the issuer’s securities from three years to two years.
4 unchanged sentences
might pose regulatory risks to and impose restrictions on us because of our operations in mainland China.
−Removed: Planet Green is engaged in a number of diverse
−Removed: businesses, including consumer products, chemical products, advertising and mobile game.
+Added: Planet Green is engaged
+Added: in a number of diverse businesses, including consumer products, chemical products, advertising.
Consumer Products Business
2 unchanged sentences
Shandong Yunchu and Xianning Bozhuang.
−Removed: Shandong Yunchu imports and distributes animal
−Removed: proteins, mainly beef products in Chinese market.
−Removed: It markets and transports the best beef products from the world’s major agricultural
−Removed: Shandong Yunchu has the mature global purchasing network and has gained the trust and authority of many international brands
−Removed: with more than 8 years of development and accumulation.
−Removed: Beef products are marketed domestically to food retailers, foodservice distributors,
−Removed: restaurant operators, hotel chains and other food processors.
−Removed: Over the past few years, Yunchu develops into a professional integrated
−Removed: company, which can manage import, storage, whole sale, retail and distribution.
−Removed: Xianning Bozhuang produces and distributes a variety
−Removed: of Chinese tea leaves broadly categories including Cyan brick tea, black tea and green tea in China.
−Removed: Shandong Yunchu mainly purchased frozen beef from
−Removed: six countries:
+Added: Shandong Yunchu imports and
+Added: distributes animal proteins, mainly beef products in Chinese market.
+Added: It markets and transports the best beef products from the world’s
+Added: major agricultural regions.
+Added: Shandong Yunchu has the mature global purchasing network and has gained the trust and authority of many international
+Added: brands with more than 8 years of development and accumulation.
+Added: Beef products are marketed domestically to food retailers, foodservice
+Added: distributors, restaurant operators, hotel chains and other food processors.
+Added: Over the past few years, Yunchu develops into a professional
+Added: integrated company, which can manage import, storage, whole sale, retail and distribution.
+Added: Xianning Bozhuang produces
+Added: and distributes a variety of Chinese tea leaves broadly categories including Cyan brick tea, black tea and green tea in China.
+Added: Shandong Yunchu mainly purchased frozen beef from six countries including
Uruguay, Brazil, Chile, Argentina, Australia and New Zealand and 25 factories are involved.
−Removed: The top ten suppliers include:
−Removed: Marrig, Minerva S.A., G & K O’Connor Pty Ltd, Frigorifico matadero Pando ontilcor S.A., Las Moras, Frigorifico de Osorno S.A.,
+Added: The top ten suppliers include Marrig, Minerva
+Added: S.A., G & K O’Connor Pty Ltd, Frigorifico matadero Pando ontilcor S.A., Las Moras, Frigorifico de Osorno S.A., Ersinal S.A.
ecoparks S.A., lorsinal S.A., and Minerva S.A.
−Removed: The Company has established a stable long term cooperative relationship with
−Removed: these beef and mutton manufacturers.
−Removed: The stable supply provides competitive advantage for Company to procure various various beef products
−Removed: with high quality and low price to meet the needs of domestic customers.
−Removed: Our food products compete with those of other food
−Removed: producers and processors and certain prepared food manufacturers.
−Removed: We seek to achieve a leading market position for our products via our
−Removed: principal marketing and competitive strategy, which includes:
−Removed: identifying target markets for value-added products;
−Removed: concentrating production, sales and marketing efforts to appeal to and enhance demand from those markets;
−Removed: utilizing our national distribution systems and customer support services.
−Removed: Past efforts indicate customer demand can be increased
−Removed: and sustained through application of our marketing strategy, as supported by our distribution systems.
−Removed: The principal competitive elements
−Removed: are price, product safety and quality, brand identification, innovation, breadth and depth of product offerings, availability of products,
−Removed: customer service and credit terms.
−Removed: Black tea is produced in Guangxi, Sichuan, Yunnan,
−Removed: Hunan, Hubei, Shanxi and Anhui provinces in China.
−Removed: Our black tea products are processed in our factory in Hubei province and distributed
−Removed: There are few large players on the market but we face fierce competition from numerous small black tea manufactures and distributors.
−Removed: However, as our brand has over hundreds of year’s history, we have accumulated loyal consumers and gained favorable market reputation
+Added: The Company has established a stable long term cooperative relationship with these beef
+Added: and mutton manufacturers.
+Added: The stable supply provides competitive advantage for Company to procure various beef products with high quality
+Added: and low price to meet the needs of domestic customers.
+Added: Our food products compete
+Added: with those of other food producers and processors and certain prepared food manufacturers.
+Added: We seek to achieve a leading market position
+Added: for our products via our principal marketing and competitive strategy, which includes:
+Added: ● identifying
+Added: target markets for value-added products;
+Added: ● concentrating
+Added: production, sales and marketing efforts to appeal to and enhance demand from those markets;
+Added: our national distribution systems and customer support services.
+Added: Past efforts indicate customer
+Added: demand can be increased and sustained through application of our marketing strategy, as supported by our distribution systems.
+Added: The principal
+Added: competitive elements are price, product safety and quality, brand identification, innovation, breadth and depth of product offerings,
+Added: availability of products, customer service and credit terms.
+Added: Black tea is produced in Guangxi,
+Added: Sichuan, Yunnan, Hunan, Hubei, Shanxi and Anhui provinces in China.
+Added: Our black tea products are processed in our factory in Hubei province
+Added: and distributed nationwide.
+Added: There are few large players on the market but we face fierce competition from numerous small black tea manufactures
+Added: and distributors.
+Added: However, as our brand has over hundreds of year’s history, we have accumulated loyal consumers and gained favorable
+Added: market reputation over years.
Chemical Business
−Removed: Jilin Chuangyuan is a leading chemical enterprise
−Removed: integrating R & D, production and sales.
−Removed: It is a large-scale enterprise in the production of formaldehyde and urea formaldehyde glue
−Removed: in Chinese northeast provinces and it is the only enterprise in Jilin province to produce and sell formaldehyde.
−Removed: The main products are
−Removed: sold to wood-based panel, chemical, pharmaceutical and construction enterprises in Jilin and Liaoning provinces.
−Removed: Jilin Chuangyuan has
−Removed: two formaldehyde production lines, eight rubber production units, one methylal production line and one clean fuel oil production line,
−Removed: which produces 270,000 tons of chemical products every year.
−Removed: Its products include mainly Industrial formaldehyde, E1 grade, E0 grade and
−Removed: UF resin for waterproof particleboard.
−Removed: Jingshan Sanhe has four production lines on an
−Removed: 11,000-square-meter facility and capacities to complete manufacturing, labeling, and packaging.
−Removed: Jingshan Sanhe researches, manufactures
−Removed: and distributes ethanol fuel products in China.
−Removed: The specialty chemical industry comprises a number
−Removed: of companies similar in size to the Jilin Chuangyuan, as well as companies larger and smaller than Jilin Chuangyuan.
−Removed: The Company cannot
−Removed: readily determine its precise competitive position in every industry it serves.
−Removed: However, the Company estimates it holds a leading regional
−Removed: position in the market for production of formaldehyde and urea formaldehyde glue in Chinese northeast provinces.
−Removed: Competition in the industry
−Removed: is based primarily on the ability to supply products that meet the needs of the customer and to a lesser extent, on price.
−Removed: Since its inception,
−Removed: the company has developed rapidly relying on advanced enterprise management and safe, effective, exclusive patented products and strong
−Removed: marketing strength.
−Removed: The production scale of formaldehyde is ranking top three among provinces in northeast China.
−Removed: The production scale
−Removed: of urea-formaldehyde glue attains the first place in China.
−Removed: Our enterprise comprehensive strength is considered first tier among all companies
−Removed: in northeast China.
−Removed: There are many other companies operating in the
−Removed: renewable energy.
−Removed: Evolving consumer preferences, regulatory conditions, ongoing industry trends, and project economics have a strong effect
−Removed: on the competitive landscape.
+Added: Jingshan Sanhe has four
+Added: production lines on an 11,000-square-meter facility and owns capacities to complete manufacturing, labeling, and packaging.
+Added: Sanhe researches, manufactures and distributes ethanol fuel products in China.
+Added: There are many other companies
+Added: operating in the renewable energy.
+Added: Evolving consumer preferences, regulatory conditions, ongoing industry trends, and project economics
+Added: have a strong effect on the competitive landscape.
The clean energy markets are heavily fragmented.
−Removed: We believe we are in a strong position to compete for new
−Removed: project development and supply opportunities.
−Removed: Competition for such opportunities, however, including the prices being offered for fuel
−Removed: supply, affect the profitability of the opportunities we pursue, and may make opportunities unsuitable to pursue.
−Removed: Jingshan Sanhe is one
−Removed: of the top ten private enterprises in the region of Jingshan with 12 patents, 17 sets of professional laboratory equipment and 2 advanced
−Removed: and complete production lines.
−Removed: The market for vehicle fuels is highly competitive.
−Removed: The biggest competition for alcohol-based high clean fuel used as a vehicle fuel is gasoline and diesel because most vehicles in our key
−Removed: markets are powered by these fuels.
−Removed: Many established businesses are in the market for alcohol-based high clean fuels and other alternatives
−Removed: for use as vehicle fuel, including alternative vehicle and alternative fuel companies, refuse collectors, industrial gas companies, truck
−Removed: stop and fuel station owners, fuel providers, utilities and their affiliates and other organizations.
−Removed: If the alternative vehicle fuel market grows then
−Removed: the number and type of participants in this market and their level of capital and commitments to alternative vehicle fuel programs will
−Removed: We compete for vehicle fuel users based on demand for the type of fuel, which may be affected by a variety of factors, including,
−Removed: among others, cost, supply, availability, quality, cleanliness, and safety of the fuel;
−Removed: cost, availability and reputation of vehicles
+Added: We believe we are in a strong position
+Added: to compete for new project development and supply opportunities.
+Added: Competition for such opportunities, however, including the prices being
+Added: offered for fuel supply, affect the profitability of the opportunities we pursue, and may make opportunities unsuitable to pursue.
+Added: Sanhe is one of the top ten private enterprises in the region of Jingshan.
+Added: Jingshan Sanhe has 12 patents, 17 sets of professional laboratory
+Added: equipment and 2 advanced and complete production lines.
+Added: The market for vehicle fuels
+Added: is highly competitive.
+Added: The biggest competition for alcohol-based high clean fuel used as a vehicle fuel is gasoline and diesel because
+Added: most vehicles in our key markets are powered by these fuels.
+Added: Many established businesses are in the market for alcohol-based high clean
+Added: fuels and other alternatives for use as vehicle fuel, including alternative vehicle and alternative fuel companies, refuse collectors,
+Added: industrial gas companies, truck stop and fuel station owners, fuel providers, utilities and their affiliates and other organizations.
+Added: If the alternative vehicle
+Added: fuel market grows then the number and type of participants in this market and their level of capital and commitments to alternative vehicle
+Added: fuel programs will increase.
+Added: We compete for vehicle fuel users based on demand for the type of fuel, which may be affected by a variety
+Added: of factors, including, among others, cost, supply, availability, quality, cleanliness, and safety of the fuel;
+Added: cost, availability and
+Added: reputation of vehicles and engines;
convenience and accessibility of fueling stations;
regulatory mandates and other requirements;
−Removed: and recognition of the brand.
+Added: recognition of the brand.
We believe we compare favorably with our competitors based on these factors;
−Removed: however, some of our competitors have substantially greater
−Removed: financial, marketing, and other resources than we have.
−Removed: As a result, these competitors may be able to respond more quickly to changes
−Removed: in customer preferences, legal requirements or other industry or regulatory trends;
−Removed: devote greater resources to the development, promotion
−Removed: and sale of their products;
−Removed: adopt more aggressive pricing policies, dedicate more effort to infrastructure and systems development in
−Removed: support of their business or product development activities;
−Removed: implement more robust or creative initiatives to advance consumer acceptance
−Removed: of their products;
+Added: however, some of our competitors
+Added: have substantially greater financial, marketing, and other resources than we have.
+Added: As a result, these competitors may be able to respond
+Added: more quickly to changes in customer preferences, legal requirements or other industry or regulatory trends;
+Added: devote greater resources to
+Added: the development, promotion and sale of their products;
+Added: adopt more aggressive pricing policies, dedicate more effort to infrastructure
+Added: and systems development in support of their business or product development activities;
+Added: implement more robust or creative initiatives
+Added: to advance consumer acceptance of their products;
or exert more influence on the regulatory landscape that impacts the vehicle fuels market.
−Removed: Advertising Business and Mobile Game Business
+Added: Advertising Business
Fast Approach is a North America demand side platform
5 unchanged sentences
advertising campaign strategies.
−Removed: Allinyson is an entrepreneurial game company which
−Removed: has the capacity to conduct independent research, development, and operations, aiming to create the most popular and world-class influential
−Removed: game products.
−Removed: The company adheres to the team building concept of “Small but Precise” and carries out the development and operation
−Removed: of game business with the core R&D and operation backbone.
−Removed: It has developed and operated several fun and relaxing games which ranked
−Removed: top in the Philippines in terms of downloads and users.
−Removed: Block Puzzle is the crown jewel among all the games with its top ranking in the
−Removed: overall APP ranking in the Philippines.
−Removed: The Trade Desk is the largest, independent programmatic
−Removed: advertising DSP for digital media buyers in the world.
−Removed: The Trade Desk launched its programmatic ad buying platform in China, in 2019 facilitating
−Removed: access to Chinese media companies, such as Alibaba, Tencent and Baidu Exchange Services.
−Removed: The Trade Desk is the major competitor in north
−Removed: The market for mobile game is fragmental
−Removed: and competitive.
−Removed: We only provide limited number of mobile games which are recognized in Philippine mobile game market.
+Added: The Trade Desk is the
+Added: largest, independent programmatic advertising DSP for digital media buyers in the world.
+Added: The Trade Desk launched its programmatic ad
+Added: buying platform in China since 2019 facilitating access to Chinese media companies, such as Alibaba, Tencent and Baidu Exchange
+Added: The Trade Desk is the major competitor in north American.
Raw Materials
4 unchanged sentences
We obtain our raw materials primarily from domestic
−Removed: procurement for our tea production, formaldehyde and methanol products.
+Added: procurement for our tea production and methanol products.
Shandong Yunchu carries out our beef products business.
−Removed: It mainly purchased frozen beef from six countries:
−Removed: Uruguay, Brazil, Chile, Argentina, Australia and New Zealand and 25 factories are
+Added: It mainly purchased
+Added: frozen beef from six countries including Uruguay, Brazil, Chile, Argentina, Australia and New Zealand, and 25 factories are involved.
The top ten suppliers include:
−Removed: Marrig, Minerva S.A., G & K O’Connor Pty Ltd, Frigorifico matadero Pando ontilcor S.A., Las
−Removed: Moras, Frigorifico de Osorno S.A., Ersinal S.A.
+Added: Marrig, Minerva S.A., G & K O’Connor Pty Ltd, Frigorifico matadero Pando ontilcor S.A., Las Moras,
+Added: Frigorifico de Osorno S.A., Ersinal S.A.
ecoparks S.A., lorsinal S.A., and Minerva S.A.
−Removed: The Company has established a stable long
−Removed: term cooperative relationship with these beef and mutton manufacturers.
−Removed: The stable supply provides competitive advantage for Company to
−Removed: procure various various beef products with high quality and low price to meet the needs of domestic customers.
−Removed: We select suppliers based on price and product
+Added: The Company has established a stable long term
+Added: cooperative relationship with these beef and mutton manufacturers.
+Added: The stable supply provides competitive advantage for Company to procure
+Added: various various beef products with high quality and low price to meet the needs of domestic customers.
+Added: We select suppliers based
+Added: on price and product quality.
We typically rely on numerous domestic suppliers, including some with whom we have a long-term relationship.
−Removed: Our suppliers generally
−Removed: include wholesale agricultural product companies, food production companies, tea bag processing companies and chemical products wholesale
+Added: Our suppliers generally include wholesale agricultural product companies, food production companies, tea bag processing companies and
+Added: chemical products wholesale company.
Our Customers
−Removed: Our products are sold both in Chinese domestic
−Removed: Shandong Yunchu distributes beef products in China including several major beef products providers and distributors in China,
−Removed: Henan Hengdu Food Co., Ltd, Shanxi Pingyao Beef Group, Shandong Delis Food Co., Ltd and Heilongjiang Binxi Group.
−Removed: When it comes
−Removed: to manufacturing and sales of synthetic fuel products, we do business through direct sales, constructing refuel facilities and conducting
−Removed: technical cooperation with other companies.
+Added: Our products are sold both in Chinese domestic market.
+Added: Shandong Yunchu
+Added: distributes beef products in China including several major beef products providers and distributors in China, such as Henan Hengdu Food
+Added: Co., Ltd., Shanxi Pingyao Beef Group, Shandong Delis Food Co., Ltd.
+Added: and Heilongjiang Binxi Group.
+Added: When it comes to manufacturing and sales
+Added: of synthetic fuel products, we do business through direct sales, constructing refuel facilities and conducting technical cooperation with
+Added: other companies.
Our Sales and Marketing Efforts
−Removed: We have not spent a significant amount of capital
−Removed: on advertising in the past, and our advertising budget continues to be limited.
−Removed: In 2023, our marketing and branding efforts mainly focus
−Removed: on internet advertising and long-term customers.
+Added: We have not spent a significant
+Added: amount of capital on advertising in the past, and our advertising budget continues to be limited.
+Added: In 2024, our marketing and branding
+Added: efforts mainly focus on internet advertising and long-term customers.
Organizational Structure
−Removed: Planet Green was incorporated in Nevada on February
−Removed: 4, 1986 and effective on November 12, 2009, Planet Green reincorporated in Nevada from Delaware.
−Removed: Planet Green was formerly known as American
−Removed: Lorain Corporation.
+Added: Planet Green was incorporated
+Added: in Delaware on February 4, 1986 and effective on November 12, 2009, Planet Green reincorporated in Nevada from Delaware.
+Added: was formerly known as American Lorain Corporation.
The following diagram illustrates our corporate
−Removed: structure including our subsidiaries and our VIE.
−Removed: On May 9, 2019, the Company and Shanghai Xunyang
−Removed: Internet Technology Co., Ltd.
−Removed: (the “Shanghai Xunyang”), a subsidiary of the Company, entered into a Share Exchange Agreement
−Removed: with Xianning Bozhuang, and each of the shareholders of Xianning Bozhuang, pursuant to which, among other things and subject to the terms
−Removed: and conditions contained therein, Shanghai Xunyang agreed to effect an acquisition of Xianning Bozhuang by acquiring from the Sellers
−Removed: all of the outstanding equity interests of Xianning Bozhuang.
−Removed: On May 14, 2019, the Company closed the acquisition transaction and Shanghai
−Removed: Xunyang entered into a series of VIE agreements with Xianning Bozhuang and its shareholders.
−Removed: For company internal restructure purpose,
−Removed: on December 20, 2019, Xianning Bozhuang terminated the VIE agreements with Shanghai Xunyang and entered into similar series of VIE agreements
−Removed: with Jiayi Technologies on the same day.
−Removed: On August 2, 2021, as part of the internal restructure efforts to remove VIE arrangement, the
−Removed: Company and its subsidiary terminated series of VIE agreements and acquired 100% equity ownership of Xianning Bozhuang.
−Removed: On June 5, 2020, the Company entered into a share
−Removed: exchange agreement with Fast Approach to acquire all outstanding shares of Fast Approach, a corporation incorporated under the laws of
−Removed: Canada and in the business of operating a demand side platform.
−Removed: Upon completing the transaction, Fast Approach became a wholly owned subsidiary
−Removed: of the Company.
+Added: structure including our subsidiaries.
+Added: Reverse Split
+Added: The board of directors approved
+Added: a reverse stock split of the Company’s authorized and issued and outstanding shares of common stock, par value $0.001 per share
+Added: (“Common Stock”), at a ratio of 1-for-10 (the “Reverse Stock Split”).
+Added: The Reverse Stock Split became legally effective
+Added: as of 4:01 p.m.
+Added: Eastern Standard Time on May 31, 2024 (the “Legal Effective Date”), and the Common Stock was open for trading
+Added: on NYSE American on a reverse split-adjusted basis on June 3, 2024, under the existing trading symbol “PLAG”.
+Added: On the Legal Effective Date,
+Added: every ten (10) shares of the Common Stock issued and outstanding or held as treasury stock has been automatically converted into one (1)
+Added: new share of Common Stock.
+Added: The total number of shares of Common Stock authorized for issuance has been reduced by a corresponding proportion
+Added: from 1,000,000,000 shares to 100,000,000 shares of Common Stock.
+Added: The par value per share of the Common Stock remained unchanged at $0.001
+Added: The Common Stock was assigned a new CUSIP number 72703U 201 following the reverse stock split.
+Added: Each shareholder’s percentage ownership interest in the Company
+Added: and proportional voting power remains virtually unchanged as a result of the Reverse Stock Split, except for minor changes and adjustments
+Added: that will result from rounding fractional shares into whole shares.
+Added: The rights and privileges of the holders of shares of Common Stock
+Added: were substantially unaffected by the Reverse Stock Split.
+Added: No fractional shares will be issued in connection with the Reverse Stock Split.
+Added: Fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share.
+Added: On May 9, 2019, the Company
+Added: and Shanghai Xunyang Internet Technology Co., Ltd.
+Added: (the “Shanghai Xunyang”), a subsidiary of the Company, entered into a Share
+Added: Exchange Agreement with Xianning Bozhuang, and each of the shareholders of Xianning Bozhuang, pursuant to which, among other things and
+Added: subject to the terms and conditions contained therein, Shanghai Xunyang agreed to effect an acquisition of Xianning Bozhuang by acquiring
+Added: from the Sellers all of the outstanding equity interests of Xianning Bozhuang.
+Added: On May 14, 2019, the Company closed the acquisition transaction
+Added: and Shanghai Xunyang entered into a series of VIE agreements with Xianning Bozhuang and its shareholders.
+Added: For company internal restructure
+Added: purpose, on December 20, 2019, Xianning Bozhuang terminated the VIE agreements with Shanghai Xunyang and entered into similar series of
+Added: VIE agreements with Jiayi Technologies on the same day.
+Added: On August 2, 2021, as part of the internal restructure efforts to remove VIE arrangement,
+Added: the Company and its subsidiary terminated series of VIE agreements and acquired 100% equity ownership of Xianning Bozhuang.
+Added: On June 5, 2020, the Company
+Added: entered into a share exchange agreement with Fast Approach to acquire all outstanding shares of Fast Approach, a corporation incorporated
+Added: under the laws of Canada and in the business of operating a demand side platform.
+Added: Upon completing the transaction, Fast Approach became
+Added: a wholly owned subsidiary of the Company.
Fast Approach owns 100% equity of Shanghai Shuning.
−Removed: On January 4, 2021, through Jiayi Technologies,
−Removed: the Company entered into a series of VIE agreements with Jingshan Sanhe as well as its shareholders.
−Removed: The Company is considered the primary
−Removed: beneficiary of Jingshan Sanhe and it consolidates its accounts as VIE.
−Removed: On September 10, 2021, as part of the internal restructure efforts
−Removed: to remove VIE arrangement, Hubei Bulaisi acquired 85% equity ownership of Jingshan Sanhe and Jiayi Technologies terminated the VIE agreements
−Removed: with Jingshan Sanhe on the same date.
−Removed: On September 14, 2022, the Company and Hubei Bulaisi,
−Removed: a subsidiary of the Company, entered into a Share Purchase Agreement with a shareholder of Jingshan Sanhe Luckysky acquiring the remaining
−Removed: 15% of the outstanding equity interests of Jingshan Sanhe Luckysky.
−Removed: Upon closing of the transaction, Hubei Bulaisi, acquired 100% equity
−Removed: ownership of Jingshan Sanhe Luckysky.
−Removed: On December 9, 2021, the Company and Jiayi Technologies,
−Removed: a subsidiary of the Company, entered into a Share Exchange Agreement with Shandong Yunchu and each of shareholders of Shandong Yunchu.
+Added: On January 4, 2021, through
+Added: Jiayi Technologies, the Company entered into a series of VIE agreements with Jingshan Sanhe as well as its shareholders.
+Added: The Company is
+Added: considered the primary beneficiary of Jingshan Sanhe and it consolidates its accounts as VIE.
+Added: On September 10, 2021, as part of the internal
+Added: restructure efforts to remove VIE arrangement, Hubei Bulaisi acquired 85% equity ownership of Jingshan Sanhe and Jiayi Technologies terminated
+Added: the VIE agreements with Jingshan Sanhe on the same date.
+Added: On September 14, 2022, the
+Added: Company and Hubei Bulaisi, a subsidiary of the Company, entered into a Share Purchase Agreement with a shareholder of Jingshan Sanhe Luckysky
+Added: acquiring the remaining 15% of the outstanding equity interests of Jingshan Sanhe Luckysky.
+Added: Upon closing of the transaction, Hubei Bulaisi,
+Added: acquired 100% equity ownership of Jingshan Sanhe Luckysky.
+Added: On December 9, 2021, the Company
+Added: and Jiayi Technologies, a subsidiary of the Company, entered into a Share Exchange Agreement with Shandong Yunchu and each of shareholders
+Added: of Shandong Yunchu.
Upon closing of the transaction, Jiayi Technologies acquired 100% equity ownership of Shandong Yunchu.
−Removed: On April 8, 2022, the Company entered into a Share
−Removed: Purchase Agreement with Allinyson Ltd.
+Added: On April 8, 2022, the Company
+Added: entered into a Share Purchase Agreement with Allinyson Ltd.
and each of shareholders of Allinyson.
−Removed: Upon closing of the transaction, the Company acquired 100%
−Removed: equity ownership of Allinyson.
−Removed: VIE Arrangements
−Removed: We currently have Jilin Chuangyuan as VIE under
−Removed: its corporate structure.
−Removed: The Company is considered the primary beneficiary of the VIE only for accounting purpose.
−Removed: On March 9, 2021, through Jiayi Technologies, the
−Removed: Company entered into a series of VIE agreements with Jilin Chuangyuan as well as its shareholders.
−Removed: The ordinary shares of Jilin Chuangyuan
−Removed: are currently owned by Yongsheng Chen and Xiaodong Cai.
−Removed: On July 15, 2021, through Jiayi Technologies, the
−Removed: Company entered into a series of VIE agreements with Anhui Ansheng, as well as its shareholders.
−Removed: The ordinary shares of Anhui Ansheng
−Removed: are currently owned by Xiaodong Cai.
−Removed: On December 16, 2022, Jiayi Technologies, a subsidiary
−Removed: of the Company, terminated the VIE agreements with Anhui Ansheng, a former VIE of Planet Green.
−Removed: Each of the VIE Agreements is described in detail
−Removed: Consultation and Service Agreement .
−Removed: to the Consultation and Service Agreement, WFOE has the exclusive right to provide consultation and services to the operating entities
−Removed: in China in the area of business management, human resource, technology and intellectual property rights.
−Removed: WFOE exclusively owns any intellectual
−Removed: property rights arising from the performance of this Consultation and Service Agreement.
−Removed: The amount of service fees and payment term can
−Removed: be amended by the WFOE and operating companies’ consultation and the implementation.
−Removed: The term of the Consultation and Service Agreement
−Removed: WFOE may terminate this agreement at any time by giving 30 day’s prior written notice.
−Removed: Business Cooperation Agreement .
−Removed: to the Business Cooperation Agreement, WFOE has the exclusive right to provide complete technical support, business support and related
−Removed: consulting services, including but not limited to technical services, business consultations, equipment or property leasing, marketing
−Removed: consultancy, system integration, product research and development, and system maintenance.
−Removed: WFOE exclusively owns any intellectual property
−Removed: rights arising from the performance of this Business Cooperation Agreement.
−Removed: The rate of service fees may be adjusted based on the services
−Removed: rendered by WFOE in that month and the operational needs of the operating entities.
−Removed: The Business Cooperation Agreement shall maintain
−Removed: effective unless it was terminated or was compelled to terminate under applicable PRC laws and regulations.
−Removed: WFOE may terminate this Business
−Removed: Cooperation Agreement at any time by giving 30 day’s prior written notice.
−Removed: Equity Pledge Agreements .
−Removed: Pursuant to the
−Removed: Equity Pledge Agreements among WFOE, operating entities and each of operating entities’ shareholder, shareholders of the operating
−Removed: entities pledge all of their equity interests in the operating entities to WFOE to guarantee their performance of relevant obligations
−Removed: and indebtedness under the Technical Consultation and Service Agreement and other control agreements.
−Removed: In addition, shareholders of the
−Removed: operating entities are in the process of registering the equity pledge with the competent local authority.
−Removed: Equity Option Agreements .
−Removed: Pursuant to the
−Removed: Equity Option Agreements, WFOE has the exclusive right to require each shareholder of the operating companies to fulfill and complete
−Removed: all approval and registration procedures required under PRC laws for WFOE to purchase, or designate one or more persons to purchase, each
−Removed: shareholder’s equity interests in the operating companies, once or at multiple times at any time in part or in whole at WFOE’s
−Removed: sole and absolute discretion.
−Removed: The purchase price shall be the lowest price allowed by PRC laws.
−Removed: The Equity Option Agreements shall remain
−Removed: effective until all the equity interest owned by each operating entities shareholder has been legally transferred to WFOE or its designee(s).
−Removed: Voting Rights Proxy Agreements .
−Removed: to the Voting Rights Proxy Agreements, each shareholder irrevocably appointed WFOE or WFOE’s designee to exercise all his or her
−Removed: rights as the shareholders of the operating entities under the Articles of Association of each operating entity, including but not limited
−Removed: to the power to exercise all shareholder’s voting rights with respect to all matters to be discussed and voted in the shareholders’
−Removed: The term of each Voting Rights Proxy Agreement is 20 years.
−Removed: WFOE has the right to extend each Voting Proxy Agreement by giving
−Removed: written notification.
−Removed: As discussed above, we operate a portion of business
−Removed: in China through the VIE and its subsidiaries, and rely on contractual arrangements among our WFOEs, the VIE, and their respective shareholders
−Removed: to exert influence on the business operations of the VIE.
−Removed: The VIE structure provides our business operations in China with contractual
−Removed: exposure to foreign investment.
−Removed: However, our contractual arrangements with the VIE are not equivalent of an investment in the VIE.
−Removed: are purchasing equity securities of our ultimate Nevada holding company rather than purchasing equity securities of the VIE.
−Removed: Chinese regulatory
−Removed: authorities could disallow this structure, which would likely result in a material change in our and/or the VIE’s operations and/or
−Removed: a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities
−Removed: to significantly decline or become worthless.
−Removed: If the PRC government deems that the contractual arrangements with the consolidated VIE
−Removed: domiciled in China do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations
−Removed: or the interpretation of existing regulations change or are interpreted differently in the future, we, our subsidiaries and the VIE could
−Removed: be subject to severe penalties or be forced to relinquish their interests in those operations.
−Removed: It is uncertain whether any new PRC laws
−Removed: or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide.
−Removed: In addition, to
−Removed: the extent cash is located in the PRC or within a PRC domiciled entity and may need to be used to fund operations outside of the PRC,
−Removed: the funds may not be available due to limitations placed on us, our subsidiaries and the VIE by the PRC government.
−Removed: To the extent cash
−Removed: or assets in the business is in the PRC or Hong Kong or in a PRC or Hong Kong entity, and may need to be used to fund operations outside
−Removed: of the PRC or Hong Kong, the funds and assets may not be available to fund operations or for other uses outside of the PRC or Hong Kong
−Removed: due to interventions in or the imposition of restrictions and limitations by the government on us, our subsidiaries’ or the VIE’s
−Removed: ability to transfer cash and assets.
+Added: Upon closing of the transaction, the
+Added: Company acquired 100% equity ownership of Allinyson.
+Added: On April 1, 2024, the Company transferred 100% of Allinyson’s shares and other
+Added: equity interest to an individual for aggregated purchase price of $1.00, and Allinyson was completely disposed.
Cash Flows through Our Organization:
−Removed: Planet Green is a holding company with no material
−Removed: operations of its own.
−Removed: We currently conduct our operations through our subsidiaries including our WFOEs, the VIE and their respective
−Removed: subsidiaries.
+Added: Planet Green is a holding
+Added: company with no material operations of its own.
+Added: We currently conduct our operations through our subsidiaries including our WFOEs and their
+Added: respective subsidiaries.
Cash is transferred through our organization in the manner as follows:
−Removed: (1) we may transfer funds to our WFOEs through our
−Removed: Hong Kong subsidiaries, Promising Prospect HK Limited, and Bless Chemical Co., Ltd.
−Removed: (HK) by additional capital contributions or shareholder
−Removed: loans, as the case may be;
−Removed: (2) the VIE may pay service fees to our PRC subsidiaries for services rendered by our PRC subsidiaries;
−Removed: our PRC subsidiaries may pay service fees to the VIE for services rendered by the VIE;
−Removed: and (4) our PRC subsidiaries may make dividends
−Removed: or other distributions to Planet Green.
−Removed: We do not have cash management policies dictating how funds are transferred throughout our organization.
−Removed: We may encounter difficulties in our ability to transfer cash between PRC subsidiaries and non-PRC subsidiaries largely due to various
−Removed: PRC laws and regulations imposed on foreign exchange.
−Removed: If we intend to distribute dividends through Planet Green, our WFOEs will transfer
−Removed: the dividends to our Hong Kong subsidiaries in accordance with the laws and regulations of the PRC, and then our Hong Kong subsidiaries
−Removed: will transfer the dividends to the Planet Green, and the dividends will be distributed from the Planet Green to all shareholders respectively
−Removed: in proportion to the shares they hold, regardless of whether the shareholders are U.S.
+Added: (1) we may transfer funds to our WFOEs
+Added: through our Hong Kong subsidiaries, Promising Prospect HK Limited, and Bless Chemical Co., Ltd.
+Added: (HK) by additional capital contributions
+Added: or shareholder loans, as the case may be;
+Added: and (2) our PRC subsidiaries may make dividends or other distributions to Planet Green.
+Added: not have cash management policies dictating how funds are transferred throughout our organization.
+Added: We may encounter difficulties in our
+Added: ability to transfer cash between PRC subsidiaries and non-PRC subsidiaries largely due to various PRC laws and regulations imposed on
+Added: foreign exchange.
+Added: If we intend to distribute dividends through Planet Green, our WFOEs will transfer the dividends to our Hong Kong subsidiaries
+Added: in accordance with the laws and regulations of the PRC, and then our Hong Kong subsidiaries will transfer the dividends to the Planet
+Added: Green, and the dividends will be distributed from the Planet Green to all shareholders respectively in proportion to the shares they hold,
+Added: regardless of whether the shareholders are U.S.
investors or investors in other countries or regions.
−Removed: There can be no assurance the PRC government will not intervene or impose restrictions on the Company’s ability to transfer cash
−Removed: out of China.
−Removed: In 2023 our PRC subsidiaries did not receive any cash benefits from the VIEs for services rendered to the VIEs and their
−Removed: subsidiaries.
−Removed: As of December 31, 2023, our VIE owned $2,823,782 to our WOEFs as loan.
−Removed: As of December 31, 2023, we were not subject to
−Removed: any actual foreign exchange restrictions.
−Removed: We have no present plans to distribute earnings
−Removed: or settle amounts owed under the VIE agreements which it plans to retain the retained earnings to continue to grow the business.
−Removed: or distribution has been declared to paid to Planet Green from subsidiaries or its VIEs and no dividends or distribution was made to any
+Added: There can be no assurance the PRC
+Added: government will not intervene or impose restrictions on the Company’s ability to transfer cash out of China.
Effects of PRC foreign exchange regulations
on our ability to transfer assets within our organization
−Removed: Current foreign exchange and other regulations
−Removed: in the PRC may restrict our PRC subsidiaries and VIE in their ability to transfer their net assets to Planet Green and its subsidiaries
+Added: Current foreign exchange and
+Added: other regulations in the PRC may restrict our PRC subsidiaries in their ability to transfer their net assets to Planet Green and its subsidiaries
and to investors.
15 unchanged sentences
other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than
−Removed: In light of the flood of capital outflows of China
−Removed: in 2016 due to the weakening Renminbi, the PRC government has imposed more restrictive foreign exchange policies and stepped up scrutiny
−Removed: of major outbound capital movement including overseas direct investment.
−Removed: More restrictions and substantial vetting process are put in
−Removed: place by SAFE to regulate cross-border transactions falling under the capital account.
−Removed: If any of Planet Green’s shareholders regulated
−Removed: by such policies fail to satisfy the applicable overseas direct investment filing or approval requirement timely or at all, it may be
−Removed: subject to penalties from the relevant PRC authorities.
−Removed: The PRC government may at its discretion further restrict access in the future
−Removed: to foreign currencies for current account transactions.
−Removed: If the foreign exchange control system prevents Planet Green from obtaining sufficient
−Removed: foreign currencies to satisfy Planet Green’s foreign currency demands, Planet Green may not be able to pay dividends in foreign
−Removed: currencies to its shareholders.
+Added: In light of the flood of capital
+Added: outflows of China in 2016 due to the weakening Renminbi, the PRC government has imposed more restrictive foreign exchange policies and
+Added: stepped up scrutiny of major outbound capital movement including overseas direct investment.
+Added: More restrictions and substantial vetting
+Added: process are put in place by SAFE to regulate cross-border transactions falling under the capital account.
+Added: If any of Planet Green’s
+Added: shareholders regulated by such policies fail to satisfy the applicable overseas direct investment filing or approval requirement timely
+Added: or at all, it may be subject to penalties from the relevant PRC authorities.
+Added: The PRC government may at its discretion further restrict
+Added: access in the future to foreign currencies for current account transactions.
+Added: If the foreign exchange control system prevents Planet Green
+Added: from obtaining sufficient foreign currencies to satisfy Planet Green’s foreign currency demands, Planet Green may not be able to
+Added: pay dividends in foreign currencies to its shareholders.
Recent Regulatory Development
−Removed: As we conduct substantially all of our operations
−Removed: in China, we are subject to legal and operational risks associated with having substantially all of our operations in China, including
−Removed: changes in the legal, political and economic policies of the Chinese government, the relations between China and the United States, or
−Removed: Chinese or United States regulations may materially and adversely affect our business, financial condition and results of operations.
−Removed: PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these risks may result
−Removed: in a material change in our operations and the value of our common stock or could significantly limit or completely hinder our ability
−Removed: to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless.
−Removed: Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business
−Removed: operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision
−Removed: over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts
−Removed: in anti-monopoly enforcement.
−Removed: We have relied on the opinion of our PRC counsel, Hubei Kaicheng Law Office, that as of the date of this
−Removed: Annual Report, we are not directly subject to these regulatory actions or statements, as we have not implemented any monopolistic behavior
−Removed: and our business does not involve large-scale collection of user data, implicate cybersecurity, or involve any other type of restricted
−Removed: As further advised by our PRC counsel, Hubei Kaicheng Law Office, as of the date of this Annual Report, no relevant laws or
−Removed: regulations in the PRC explicitly require us to seek approval from the China Securities Regulatory Commission (the “CSRC”)
+Added: As we conduct substantially
+Added: all of our operations in China, we are subject to legal and operational risks associated with having substantially all of our operations
+Added: in China, including changes in the legal, political and economic policies of the Chinese government, the relations between China and the
+Added: United States, or Chinese or United States regulations may materially and adversely affect our business, financial condition and results
+Added: of operations.
+Added: PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these
+Added: risks may result in a material change in our operations and the value of our common stock or could significantly limit or completely hinder
+Added: our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline
+Added: or be worthless.
+Added: Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation
+Added: of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing
+Added: supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding
+Added: efforts in anti-monopoly enforcement.
+Added: We have relied on the opinion of our PRC counsel, Hubei Kaicheng Law Office, that as of the date
+Added: of this Annual Report, we are not directly subject to these regulatory actions or statements, as we have not implemented any monopolistic
+Added: behavior and our business does not involve large-scale collection of user data, implicate cybersecurity, or involve any other type of
+Added: restricted industry.
+Added: As further advised by our PRC counsel, Hubei Kaicheng Law Office, as of the date of this Annual Report, no relevant
+Added: laws or regulations in the PRC explicitly require us to seek approval from the China Securities Regulatory Commission (the “CSRC”)
or any other PRC governmental authorities for our overseas listing or securities offering plans, nor has our company or any of our subsidiaries
19 unchanged sentences
Enforcement of Civil Liabilities
−Removed: Currently all our directors and majority of senior
−Removed: executive officers either are physically reside in China for a significant portion of each year, and/or are PRC nationals.
−Removed: it may be difficult for you to effect service of process upon us or those persons inside mainland China.
−Removed: In addition, there is uncertainty
−Removed: as to whether the PRC courts would recognize or enforce judgments of U.S.
−Removed: courts against us or such persons predicated upon the civil
−Removed: liability provisions of U.S.
+Added: Currently all our directors
+Added: and majority of senior executive officers either are physically reside in China for a significant portion of each year, and/or are PRC
+Added: As a result, it may be difficult for you to effect service of process upon us or those persons inside mainland China.
+Added: there is uncertainty as to whether the PRC courts would recognize or enforce judgments of U.S.
+Added: courts against us or such persons predicated
+Added: upon the civil liability provisions of U.S.
securities laws or those of any U.S.
−Removed: The recognition and enforcement of foreign judgments
−Removed: are provided for under the PRC Civil Procedures Law.
−Removed: PRC courts may recognize and enforce foreign judgments in accordance with the
−Removed: requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made
−Removed: or on principles of reciprocity between jurisdictions.
−Removed: China does not have any treaties or other forms of written arrangement with the
+Added: The recognition and enforcement
+Added: of foreign judgments are provided for under the PRC Civil Procedures Law.
+Added: PRC courts may recognize and enforce foreign judgments
+Added: in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where
+Added: the judgment is made or on principles of reciprocity between jurisdictions.
+Added: China does not have any treaties or other forms of written
+Added: arrangement with the U.S.
that provide for the reciprocal recognition and enforcement of foreign judgments.
−Removed: In addition, according to the PRC Civil Procedures
−Removed: Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates
−Removed: the basic principles of PRC laws or national sovereignty, security, or public interest.
−Removed: As a result, it is uncertain whether and on what
−Removed: basis a PRC court would enforce a judgment rendered by a court in the U.S.
−Removed: It may also be difficult for you or overseas regulators
−Removed: to conduct investigations or collect evidence within China.
−Removed: For example, in China, there are significant legal and other obstacles to
−Removed: obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities.
−Removed: Although the authorities in China may establish a regulatory cooperation mechanism with its counterparts of another country or region
−Removed: to monitor and oversee cross-border securities activities, such regulatory cooperation with the securities regulatory authorities in the
+Added: In addition, according to
+Added: the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they
+Added: decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or public interest.
+Added: it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the U.S.
+Added: It may also be difficult for
+Added: you or overseas regulators to conduct investigations or collect evidence within China.
+Added: For example, in China, there are significant legal
+Added: and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect
+Added: to foreign entities.
+Added: Although the authorities in China may establish a regulatory cooperation mechanism with its counterparts of another
+Added: country or region to monitor and oversee cross-border securities activities, such regulatory cooperation with the securities regulatory
+Added: authorities in the U.S.
may not be efficient in the absence of a practical cooperation mechanism.
−Removed: Furthermore, according to Article 177 of the PRC Securities
−Removed: Law, or “Article 177,” which became effective in March 2020, no overseas securities regulator is allowed to directly conduct
−Removed: investigations or evidence collection activities within the territory of the PRC.
−Removed: Article 177 further provides that Chinese entities and
−Removed: individuals are not allowed to provide documents or materials related to securities business activities to foreign agencies without prior
−Removed: consent from the securities regulatory authority of the PRC State Council and the competent departments of the PRC State Council.
−Removed: detailed interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability for an overseas securities
−Removed: regulator to directly conduct an investigation or evidence collection activities within China may further increase difficulties faced
−Removed: by you in protecting your interests.
+Added: Furthermore, according to Article 177
+Added: of the PRC Securities Law, or “Article 177,” which became effective in March 2020, no overseas securities regulator is allowed
+Added: to directly conduct investigations or evidence collection activities within the territory of the PRC.
+Added: Article 177 further provides that
+Added: Chinese entities and individuals are not allowed to provide documents or materials related to securities business activities to foreign
+Added: agencies without prior consent from the securities regulatory authority of the PRC State Council and the competent departments of the
+Added: PRC State Council.
+Added: While detailed interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability
+Added: for an overseas securities regulator to directly conduct an investigation or evidence collection activities within China may further increase
+Added: difficulties faced by you in protecting your interests.
Our Manufacturing Facilities
We currently manufacture our products and provide
−Removed: services in Meihekou City of Jilin Province, Jingshan City and Xianning City of Hubei Province, Qingdao City of Shandong Province, and
−Removed: Toronto in Canada.
+Added: services in Jingshan City and Xianning City of Hubei Province, Qingdao City of Shandong Province, and Toronto in Canada.
The following table indicates the year that operations
3 unchanged sentences
Jingshan Sanhe**
−Removed: Jilin Chuangyuan***
a VIE in May 2019 and a subsidiary in August 2021.
a subsidiary in September 2021.
−Removed: a VIE in March 2021.
Production Lines
We currently manufacture our products using production lines.
−Removed: The production process for our cyan brick tea
−Removed: products involves, primary processing of fresh leaves, piling and fermenting, storing and aging, picking, pressing, and baking.
+Added: The production process for our cyan brick tea products
+Added: involves, primary processing of fresh leaves, piling and fermenting, storing and aging, picking, pressing, and baking.
The production
1 unchanged sentence
grading according to color, prompting fragrance, packing and warehousing.
−Removed: The production process for our green tea products involves
−Removed: selecting and sorting the fresh leaves, airing, fixating, cooling, rolling, stir drying, selecting and grading, prompting fragrance,
−Removed: packing and warehousing.
−Removed: The production process for our formaldehyde products
−Removed: is illustrated as follows.
−Removed: The raw material methanol, after being injected into the high position tank, enters the methanol evaporator
−Removed: through the filter, mixes with the air from the roots blower to form the binary mixture, and then adds steam to form the ternary mixture,
−Removed: which is heated by the superheater to 120 ℃ and enters the oxidizer, carries out oxidation and dehydrogenation reaction through
−Removed: the silver catalyst to form the formaldehyde gas, and then absorbs the formaldehyde solution through the first absorption tower and the
−Removed: second absorption tower.
−Removed: The excess waste gas is burned out by the exhaust gas boiler.
−Removed: The production process for our methyl starting
−Removed: with the raw materials methanol and formaldehyde are pumped into the reaction distillation tower according to the proportion.
−Removed: At the bottom
−Removed: of the tower, formaldehyde and methanol are indirectly heated by steam.
−Removed: The reaction liquid vapor from the tower upwards through the catalyst
−Removed: reaction to produce methyl acetal, and then through the distillation tower separation, cooling, the final product methyl acetal.
−Removed: The production process for our urea-formaldehyde
−Removed: glue is demonstrated as follows.
−Removed: Formaldehyde is pumped from the formaldehyde workshop into the tank of formaldehyde storage, and then
−Removed: pumped into the metering tank through the feed pump of formaldehyde.
−Removed: After the PH value is adjusted by adding alkali, it is sent into
−Removed: the reaction kettle.
−Removed: At the same time, urea is also added into the kettle according to the corresponding proportion, heating the reaction
−Removed: After heating up the kettle, melamine is added, so that the material can undergo addition reaction in the kettle.
−Removed: value is adjusted by dropping formic acid in the kettle, the material is sent into the condensation kettle through the transfer pump.
−Removed: Urea and additives are added into the condensation kettle according to a certain proportion for condensation reaction, and the finished
−Removed: product is formed after cooling treatment.
−Removed: The production process for our clean fuel
−Removed: oil is illustrated as follows.
−Removed: The self-control design of the facilities for storage of raw materials and addition of additives shall,
−Removed: in accordance with the requirements of the process, conduct centralized indication and adjustment of the temperature, flow rate and liquid
−Removed: level of the raw oil tanks, raw oil metering tanks, product oil allocation tanks and finished oil tanks during the fuel blending process;
−Removed: realize remote monitoring of the whole fuel production process, and conduct on-the-spot indication of pressure and partial flow rate.
−Removed: The production process for our construction rubber
−Removed: powder (re-dispersible latex powder) is demonstrated as follows.
−Removed: Using polymer emulsion (VAE emulsion) as raw material, all kinds of additives
−Removed: are added, and then transported to the reaction kettle through diaphragm pump to warm up and mix evenly, and then transported to the mixing
−Removed: kettle with additives through diaphragm pump to mix evenly, then transported to the high-speed reactor through diaphragm pump to emulsify,
−Removed: emulsified and then transported to the spare material tank through the diaphragm pump, and then transported to the spray drying tower
−Removed: through the spare material tank through the diaphragm pump to form polymer powder after spray drying, and the polymer powder and various
−Removed: additives are mixed and screened through the mixer to be packed into the warehouse.
+Added: The production process for our green tea products involves selecting
+Added: and sorting the fresh leaves, airing, fixating, cooling, rolling, stir drying, selecting and grading, prompting fragrance, packing and
+Added: The production process for our clean fuel oil is
+Added: illustrated as follows.
+Added: The self-control design of the facilities for storage of raw materials and addition of additives shall, in accordance
+Added: with the requirements of the process, conduct centralized indication and adjustment of the temperature, flow rate and liquid level of
+Added: the raw oil tanks, raw oil metering tanks, product oil allocation tanks and finished oil tanks during the fuel blending process;
+Added: remote monitoring of the whole fuel production process, and conduct on-the-spot indication of pressure and partial flow rate.
The following table shows the number and types
1 unchanged sentence
Production Lines
+Added: Product Portfolio
Xianning Bozhuang
11 unchanged sentences
Two production lines with a total production capacity of 300,000 tons/year for ethanol fuel, and 3000 tons/year for fuel additive
−Removed: Jilin Chuangyuan
−Removed: The company has two formaldehyde production lines, eight rubber production units, one methylal production line and one clean fuel oil production line
−Removed: Formaldehyde, urea formaldehyde adhesive, methylal and clean fuel oil
−Removed: Annual production capacity of 120,000 tons of formaldehyde, 100,000 tons of urea formaldehyde glue, 3,0000 tons of methylal and 20,000 tons of clean fuel oil
We operate our production lines year-round.
1 unchanged sentence
Our Supply Sources
−Removed: Our business depends on obtaining a reliable supply
−Removed: of various products, including tea, refined methanol, methanol, formaldehyde, polymer emulsion and beef products.
−Removed: Because of the diversity
−Removed: of available sources of these raw materials, we believe that our raw materials are currently in adequate supply.
−Removed: We obtain our raw materials primarily from domestic
−Removed: procurement for our tea production, formaldehyde and methanol products.
+Added: Our business depends on obtaining
+Added: a reliable supply of various products, including tea, diesel l, and beef products.
+Added: Because of the diversity of available sources of these
+Added: raw materials, we believe that our raw materials are currently in adequate supply.
+Added: We obtain our raw materials
+Added: primarily from domestic procurement for our tea production and diesel.
When it comes to our beef products, we rely on overseas suppliers
1 unchanged sentence
Shandong Yunchu carries out our beef products business.
−Removed: It mainly purchased frozen beef from six countries:
−Removed: Uruguay, Brazil, Chile, Argentina, Australia and New Zealand and 25 factories are
−Removed: The top ten suppliers include:
−Removed: Marrig, Minerva S.A., G & K O’Connor Pty Ltd, Frigorifico matadero Pando ontilcor S.A.,
−Removed: Las Moras, Frigorifico de Osorno S.A., Ersinal S.A.
+Added: It mainly purchased
+Added: frozen beef from six countries including Uruguay, Brazil, Chile, Argentina, Australia and New Zealand and 25 factories are involved.
+Added: top ten suppliers include:
+Added: Marrig, Minerva S.A., G & K O’Connor Pty Ltd, Frigorifico matadero Pando ontilcor S.A., Las Moras,
+Added: Frigorifico de Osorno S.A., Ersinal S.A.
ecoparks S.A., lorsinal S.A., and Minerva S.A.
−Removed: The Company has established a stable
−Removed: long term cooperative relationship with these beef and mutton manufacturers.
−Removed: The stable supply provides competitive advantage for Company
−Removed: to procure various beef products with high quality and low price to meet the needs of domestic customers.
−Removed: We select suppliers based on price and product
+Added: The Company has established a stable long term
+Added: cooperative relationship with these beef and mutton manufacturers.
+Added: The stable supply provides competitive advantage for Company to procure
+Added: various beef products with high quality and low price to meet the needs of domestic customers.
+Added: We select suppliers based
+Added: on price and product quality.
We typically rely on numerous domestic suppliers, including some with whom we have a long-term relationship.
−Removed: Our suppliers generally
−Removed: include wholesale agricultural product companies, food production companies, tea bag processing companies and chemical products wholesale
+Added: Our suppliers generally include wholesale agricultural product companies, food production companies, tea bag processing companies and
+Added: chemical products wholesale company.
Our Customers
Our products are sold in Chinese domestic market.
−Removed: As to our formaldehyde products, vehicles gasoline
−Removed: and diesel products, we are a leading regional chemical products provider in north-eastern China area, and we are the sole provider of
−Removed: formaldehyde in Jilin Province, China.
−Removed: When it comes to manufacturing and sales of synthetic
−Removed: fuel products, we do business through direct sales, constructing refuel facilities and conducting technical cooperation with other companies.
−Removed: Shandong Yunchu distributes beef products in China
−Removed: including several major beef products providers and distributors in China, such as Henan Hengdu Food Co., Ltd., Shanxi Pingyao Beef Group,
−Removed: Shandong Delis Food Co., Ltd.
+Added: For our business of manufacturing
+Added: and sales of synthetic fuel products, we do business through direct sales, constructing refuel facilities and conducting technical cooperation
+Added: with other companies.
+Added: Shandong Yunchu distributes
+Added: beef products in China including several major beef products providers and distributors in China, such as Henan Hengdu Food Co., Ltd.,
+Added: Shanxi Pingyao Beef Group, Shandong Delis Food Co., Ltd.
and Heilongjiang Binxi Group.
Our Sales and Marketing Efforts
−Removed: We have not spent a significant amount of capital
−Removed: on advertising in the past, and our advertising budget continues to be limited.
−Removed: In 2023, our marketing and branding efforts mainly focus
−Removed: on internet advertising and long-term customers.
+Added: We have not spent a significant
+Added: amount of capital on advertising in the past, and our advertising budget continues to be limited.
+Added: In 2024, our marketing and branding
+Added: efforts mainly focus on internet advertising and long-term customers.
Intellectual Property
−Removed: The company vigorously implements scientific and
−Removed: technological innovation.
−Removed: Jingshan Sanhe obtains 12 practical patent certificates from the State Intellectual Property Office of the PRC,
−Removed: which includes a diesel exhaust cleaner and its preparation method, a kind of automobile exhaust cleaner and preparation method, a kind
−Removed: of filtering device for exhaust port of cleaning liquid production plant, a kind of automobile cleaner dispensing device, a kind of liquid
−Removed: dispensing equipment, a kind of mixing and stirring tank, a kind of cleaning brush for cleaning agent storage tank, a kind of reactor
−Removed: for producing auto cleaner, a kind of cleaning brush for cleaning agent mixing kettle, a kind of mixing tank, a cleaning tool for cleaning
−Removed: the reactor for detergent production and a kind of mixing and defoaming tank.
−Removed: The company will give full play to the advantages of independent
−Removed: intellectual property rights, continue to innovate, maintain the leading technology and enhance the core competitiveness of the company.
−Removed: We take reasonable steps to protect our proprietary
−Removed: information and trade secrets, such as limiting disclosure of proprietary plans, methods and other similar information on a need-to-know
−Removed: basis and requiring employees with access to our proprietary technology to enter into confidentiality arrangements.
−Removed: We believe that our
−Removed: proprietary technology and trade secrets are adequately protected.
+Added: The company vigorously implements
+Added: scientific and technological innovation.
+Added: Jingshan Sanhe obtains 12 practical patent certificates from the State Intellectual Property
+Added: Office of the PRC, which includes a diesel exhaust cleaner and its preparation method, a kind of automobile exhaust cleaner and preparation
+Added: method, a kind of filtering device for exhaust port of cleaning liquid production plant, a kind of automobile cleaner dispensing device,
+Added: a kind of liquid dispensing equipment, a kind of mixing and stirring tank, a kind of cleaning brush for cleaning agent storage tank, a
+Added: kind of reactor for producing auto cleaner, a kind of cleaning brush for cleaning agent mixing kettle, a kind of mixing tank, a cleaning
+Added: tool for cleaning the reactor for detergent production and a kind of mixing and defoaming tank.
+Added: The company will give full play to the
+Added: advantages of independent intellectual property rights, continue to innovate, maintain the leading technology and enhance the core competitiveness
+Added: of the company.
+Added: We take reasonable steps to
+Added: protect our proprietary information and trade secrets, such as limiting disclosure of proprietary plans, methods and other similar information
+Added: on a need-to-know basis and requiring employees with access to our proprietary technology to enter into confidentiality arrangements.
+Added: We believe that our proprietary technology and trade secrets are adequately protected.
Our Employees
−Removed: As of December 31, 2023, we had a total of 143
−Removed: Approximately 143 of our full-time employees are directly employed by our subsidiaries and VIE.
+Added: As of December 31, 2024, we had a total of 62 employees.
+Added: Approximately 62 of our full-time employees are directly employed by our subsidiaries.
The following table sets forth the allocation of
3 unchanged sentences
Administration
−Removed: We have not experienced any significant problems
−Removed: or disruption to our operations due to labor disputes, nor have we experienced any difficulties in recruitment and retention of experienced
−Removed: We compensate our production line employees by
−Removed: unit produced (piece work) and compensate other employees with a base salary and bonus based on performance.
−Removed: We also provide training
−Removed: for our staffs from time to time to enhance their technical and product knowledge, including knowledge of industry quality standards.
−Removed: Our employees participate in state pension scheme
−Removed: and various types of social insurance organized by municipal and provincial governments.
−Removed: Outsourcing agents are responsible for contributions
−Removed: on behalf of the leased employees.
+Added: We have not experienced any
+Added: significant problems or disruption to our operations due to labor disputes, nor have we experienced any difficulties in recruitment and
+Added: retention of experienced staff.
+Added: We compensate our production
+Added: line employees by unit produced (piece work) and compensate other employees with a base salary and bonus based on performance.
+Added: provide training for our staffs from time to time to enhance their technical and product knowledge, including knowledge of industry quality
+Added: Our employees participate
+Added: in state pension scheme and various types of social insurance organized by municipal and provincial governments.
+Added: Outsourcing agents are
+Added: responsible for contributions on behalf of the leased employees.
Our Research and Development Activities
−Removed: We have research and development staffs at each
−Removed: of our facilities.
+Added: We have research and development
+Added: staffs at each of our facilities.
In total, 5 employees are dedicated to research and development.
−Removed: Jingshan Sanhe owns a professional laboratory which
−Removed: includes 17 sets of professional experimental equipment operated by 2 high-end scientific research experts to ensure the high quality
−Removed: of raw materials and products.
−Removed: Jilin Chuanyuan was jointly awarded by Jilin Provincial
−Removed: Department of education and Jilin Provincial Department of industry and information technology as Jilin University enterprise joint technology
−Removed: innovation laboratory by 3 high-end scientific research experts.
−Removed: The company currently carries out a project of transformation of scientific
−Removed: and technological achievements with Beihua University.
−Removed: Specifically, it is a kind of urea formaldehyde resin adhesive with ultra-low formaldehyde
−Removed: emission and its preparation process, ZL 201510055885x.
−Removed: At the same time, as a participant, the project is applying for the national science
−Removed: and technology progress award.
−Removed: Beihua University has set up a teaching and research practice base in our company.
−Removed: On top of that, the
−Removed: company also successfully developed the urea formaldehyde resin for E1 grade waterproof particleboard, E0 grade and F grade particleboard,
−Removed: as well as the UF resin for E0 grade and F grade particleboard with UFC.
−Removed: We rely heavily on customer feedback to assist
−Removed: us in the modification and development of our products.
−Removed: We also utilize customer feedback to assist us in the development of new products.
−Removed: The amount we spent on research and development
−Removed: activities during the years ended December 31, 2023 and 2022 was not a material portion of our total expenses for those years.
+Added: Jingshan Sanhe owns a professional
+Added: laboratory which includes 17 sets of professional experimental equipment operated by 2 high-end scientific research experts to ensure
+Added: the high quality of raw materials and products.
+Added: We rely heavily on customer
+Added: feedback to assist us in the modification and development of our products.
+Added: We also utilize customer feedback to assist us in the development
+Added: of new products.
+Added: The amount we spent on research and development activities during the
+Added: years ended December 31, 2024 was not a material portion of our total expenses for the year.
Government Regulation
−Removed: As a company that continuously strives to create
−Removed: new value, we have been doing business in five areas:
−Removed: tea product cultivation, packaging, and sales;
−Removed: manufacturing and sales of synthetic
−Removed: fuel products, formaldehyde products, vehicles gasoline and diesel products;
−Removed: manufacturing of insulation type explosion-proof skid-mounted
−Removed: refueling equipment and SF double-layer buried type storage tank products business;
+Added: As a company that continuously
+Added: strives to create new value, we have been doing business in the following areas:
+Added: tea product cultivation, packaging, and manufacturing
+Added: and sales of synthetic fuel products, vehicles gasoline and diesel products;
importing and distribution of beef products and multimedia
−Removed: design, advertising business.
−Removed: Our tea product cultivation, packaging, and sales
−Removed: business is subject to regulations of China’s Agricultural Ministry and Ministry of Health.
−Removed: This regulatory scheme governs the manufacture
−Removed: (including composition and ingredients), labeling, packaging and safety of food.
−Removed: It also regulates manufacturing practices, including
−Removed: quality assurance programs, for foods through its current manufacturing practice regulations, and specifies the standards of identity
−Removed: for certain foods.
−Removed: We have obtained approvals from Chinese authorities for products that requires the approval under regulations, including
−Removed: quality safety approval from government.
−Removed: Our manufacturing and sales of chemical products
−Removed: business is subject to multiple regulations under PRC law.
−Removed: We have complete certificates, including the work safety license, production
−Removed: license and emission license.
−Removed: We have passed the environmental assessment acceptance and currently works on the promotion to the second
−Removed: level of work safety standardization from the third level.
−Removed: Our operation meets the requirements of relevant national laws, regulations,
−Removed: standards and specifications, as well as other the requirements of national management departments at all levels.
−Removed: Our importing and distribution of beef products
−Removed: business is carried out by Shandong Yunchu and we have obtained relevant certifications including the record registration form of foreign
−Removed: trade operators and food business license.
+Added: design and advertising business.
+Added: Our tea product cultivation,
+Added: packaging, and sales business is subject to regulations of China’s Agricultural Ministry and Ministry of Health.
+Added: This regulatory
+Added: scheme governs the manufacture (including composition and ingredients), labeling, packaging and safety of food.
+Added: It also regulates manufacturing
+Added: practices, including quality assurance programs, for foods through its current manufacturing practice regulations, and specifies the standards
+Added: of identity for certain foods.
+Added: We have obtained approvals from Chinese authorities for products that requires the approval under regulations,
+Added: including quality safety approval from government.
+Added: Our manufacturing and sales
+Added: of chemical products business is subject to multiple regulations under PRC law.
+Added: We have complete certificates, including the work safety
+Added: license, production license and emission license.
+Added: We have passed the environmental assessment acceptance and currently works on the promotion
+Added: to the second level of work safety standardization from the third level.
+Added: Our operation meets the requirements of relevant national laws,
+Added: regulations, standards and specifications, as well as other the requirements of national management departments at all levels.
+Added: Our importing and distribution
+Added: of beef products business is carried out by Shandong Yunchu and we have obtained relevant certifications including the record registration
+Added: form of foreign trade operators and food business license.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.