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Item 9A. Controls and Procedures

2025-04-11 compared with 2024-04-01 · 985 added, 1058 removed, 602 unchanged (77% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information

required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in

the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief

Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated

the effectiveness of our disclosure controls and procedures as of December 31, 2023.

Based on that evaluation, our Chief Executive Officer

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

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

Controls over Financial Reporting

Annual Report on Internal Control over Financial Reporting.

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Rule 13a-15(f) of the Exchange Act.

Under the supervision and with the participation of our management, including our Chief Executive

Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting

based upon the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO).

Based on that evaluation, our management concluded that, as of December 31, 2023, our internal controls over financial

reporting were not effective.

The significant deficiency identified by our management as of December

31, 2023, relates to the ability of the Company to record transactions and provide disclosures in accordance with generally accepted accounting

principles in the United States (“U.S.

We did not have sufficient and skilled accounting personnel with an appropriate

level of experience in the application of U.S.

We maintain disclosure controls and procedures

(as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in Exchange

Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and

that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial

Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act,

our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls

and procedures as of December 31, 2024.

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

as of December 31, 2024, our disclosure controls and procedures were not effective due to the material weakness in our internal control

over financial reporting described below.

Internal Controls over Financial Reporting

Management’s Annual Report on Internal Control over Financial

Our management is responsible for establishing

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

the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted

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

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

Based on that evaluation, our management

concluded that, as of December 31, 2024, our internal controls over financial reporting were not effective.

The significant deficiency identified by our management

as of December 31, 2024, relates to the ability of the Company to record transactions and provide disclosures in accordance with generally

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

We did not have sufficient and skilled accounting personnel

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

GAAP commensurate with our financial reporting requirements.

For example, our staff members

do not hold licenses such as Certified Public Accountant or Certified Management Accountant in the U.S., have not attended U.S.

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

our staff members do not hold licenses such as Certified Public Accountant or Certified Management Accountant in the U.S., have not attended

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

education relating to U.S.

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

public company and our staff’s understanding

of the requirements of U.S.

public company and our staff’s

understanding of the requirements of U.S.

GAAP-based reporting are inadequate.

plan to provide U.S.

GAAP training sessions to our accounting team.

The training sessions will be organized to help our corporate accounting

team gain experience in U.S.

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

our financial reporting.

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

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

in Internal Controls over Financial Reporting

than as described above, during the fiscal year ended December 31, 2023, there were no material changes in our internal control over

financial reporting identified in connection with the evaluation performed during the fiscal year covered by this annual report that

has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations over Internal Controls.

internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes under U.S.

Our internal control over financial reporting includes

those policies and procedures that:

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

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

GAAP, and that

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

(iii) provide

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

affect the financial statements.

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

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

the control system are met.

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

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

Because of the inherent limitations in all control systems, no

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

detected or prevented.

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

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

or procedures may deteriorate.

Remediation Initiative

We plan to provide U.S.

GAAP training sessions

to our accounting team.

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

GAAP reporting

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

We plan to continue

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

and employ more qualified accounting staff in the future.

Changes in Internal Controls over Financial Reporting

Other than as described above,

during the fiscal year ended December 31, 2024, there were no material changes in our internal control over financial reporting identified

in connection with the evaluation performed during the fiscal year covered by this annual report that has materially affected or is reasonably

likely to materially affect, our internal control over financial reporting.

Inherent Limitations over Internal Controls.

Our internal control over financial reporting is

designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes under U.S.

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

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

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

GAAP, and that our receipts and expenditures are being made only under authorizations of our management and directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could affect the financial statements.

Management, including our Chief Executive Officer

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

No matter how well designed

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

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

be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of internal controls

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

projections of any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls

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

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not Applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

Directors and Officers

The following table sets forth the name, age and

position of each of our current directors and officers.

Chairman and Chief Executive Officer

1 unchanged sentence

King Fai Leung

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

He has served as chairman of the board of directors of Xianning Bozhuang since March 2019.

Zhou was the general manager and

legal representative of Hubei Qianding Equipment Manufacturing Co., Ltd., a mechanical equipment manufacturing company, from March 2016

to March 2019.

He also served as supervisor of Hubei Henghao Real Estate Development Co., Ltd., a real estate development company, from

April 2014 to June 2018.

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

Lili Hu has served as the Chief Financial Officer of the Company since June 2019.

Bin Zhou has served as a director of

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

He has served as chairman of the

board of directors of Xianning Bozhuang since March 2019.

Zhou was the general manager and legal representative of Hubei Qianding

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

He also served as supervisor

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

Zhou received

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

Lili Hu has served as the Chief Financial

Officer of the Company since June 2019.

She has over ten years of accounting experiences.

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

Hu has served as the financial director

of Xianning Bozhuang Tea Products Co., Ltd., a wholly-owned subsidiary of the Company, since July 2018.

From June 2016 to June 2018, Ms.

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

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

From May 2014 to May 2016, Ms.

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

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

From January 2009 to December 2013, Ms.

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

company in China.

From January 2006 to June 2008, Ms.

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

a telecommunications company in China.

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

as the financial director of Hebei Rentian Gaopeng Mechanical Co., Ltd., a manufacturing company in China.

From January 2006 to June 2008,

Hu was the Chief Financial Officer of Hubei Hongfa Telecommunications Co., Ltd., a telecommunications company in China.

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

Hu is a Certified Public Accountant in China.

Luojie Pu has served as a director of the Company since August 2022.

Pu has served as the vice general manager of Jinan Hehui

financial software service Co., Ltd.

since April 2018.

Luojie Pu has served as a director of

the Company since August 2022.

Pu has served as the vice general manager of Jinan Hehui financial software service Co., Ltd.

From October 2013 to March 2018, Ms.

Pu served as an associate marketing director

for Jinan Hengxin Weiye Telecommunication Equipment Co., Ltd.

Pu received her bachelor’s degree in finance from Shandong University

in July 2013.

Pu served as an associate marketing director for Jinan Hengxin Weiye Telecommunication

Equipment Co., Ltd.

Pu received her bachelor’s degree in finance from Shandong University in July 2013.

We believe Ms.

Pu is well qualified to serve on the Board because of her extensive finance and management experience.

King Fai Leung has served as a director of the Company since July 2019.

well qualified to serve on the Board because of her extensive finance and management experience.

King Fai Leung has served as a director

of the Company since July 2019.

He has over 20 years’ experience in finance and accounting.

He has been the executive director of Maxima Energy Limited, an energy company in Hong Kong, since December 2018.

Leung has also

served as an independent director since November 2017 and was re-designated in March 2019 as an executive director and Chief Financial

Officer of Chineseinvestors.com, Inc., a financial information website for Chinese-speaking investors (OTCQB:

He has also served

as an independent director, chairman of the audit committee and a member of the remuneration and nomination committee of Daisho Microline

Holdings Ltd., a Hong Kong-based investment holding company principally engaged in the manufacture and sales of printed circuit boards

He has been the executive director of

Maxima Energy Limited, an energy company in Hong Kong, since December 2018.

Leung has also served as an independent director since

November 2017 and was re-designated in March 2019 as an executive director and Chief Financial Officer of Chineseinvestors.com, Inc.,

a financial information website for Chinese-speaking investors (OTCQB:

He has also served as an independent director, chairman

of the audit committee and a member of the remuneration and nomination committee of Daisho Microline Holdings Ltd., a Hong Kong-based

investment holding company principally engaged in the manufacture and sales of printed circuit boards (HKG:

0567), since June 2015.

In addition, Mr.

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

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

8109), Biostar Pharmaceuticals, Inc.,

a pharmaceutical and medical nutrient products company (OTC Pink:

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

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

Leung earned his Bachelor of Commerce in

Accounting and Finance from Deakin University in Victoria, Australia.

addition, Mr.

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

principally engaged in the financial related business (HKG:

8109), Biostar Pharmaceuticals, Inc., a pharmaceutical and medical nutrient

products company (OTC Pink:

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

and trading of biomass fuel in China (HKG:

Leung earned his Bachelor of Commerce in Accounting and Finance from Deakin University

in Victoria, Australia.

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

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

She has been practicing commercial law as an attorney with Hubei

Zhonghe Law Office.

Prior to that, she served as a legal counsel to Xianning High-Tech Industrial Zone, a municipal government authority

providing infrastructure and resources to high-tech companies, from November 2016 to November 2019.

From October 2015 to November 2016,

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

Cao received her

degree from Hankou College and an LL.M.

Yang Cao has served as a director of

the Company since March 2020.

She has been practicing commercial law as an attorney with Hubei Zhonghe Law Office.

Prior to that, she

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

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

From October 2015 to November 2016, Ms.

Cao worked as a compliance officer

at Qingdao Inter-Credit Group Wuhan Branch, a business consulting company.

Cao received her LL.B.

degree from Hankou College and an

degree from Central China Normal University

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

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

There are no arrangements or understandings between

any of our directors, officers and any other person pursuant to which any director was selected to serve as a director or officers of

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

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

There are no family relationships among our directors

Board met on twelve occasions during fiscal year 2023.

Each of the members of our Board attended more than 75% of the total number of

meetings held by our Board and the committees on which each director served during fiscal year 2023.

Audit Committee assists our Board in monitoring:

our accounting, auditing,

and financial reporting processes;

the integrity of our financial

internal controls and procedures

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

the appointment and evaluation

of the qualifications and independence of our independent auditors.

Fai Leung, Yang Cao and Luojie Pu, all of whom are independent directors under SEC rules and the rules of NYSE American, are currently

serving as members of the Audit Committee.

Our executive officers are appointed by our

Board and serve at their discretion.

There are no family relationships among our directors or officers.

Board of Directors

Our Board met on twelve occasions during fiscal

Each of the members of our Board attended more than 75% of the total number of meetings held by our Board and the committees

on which each director served during fiscal year 2024.

Committees of the Board

Audit Committee

The Audit Committee assists our Board in monitoring:

our accounting, auditing, and financial reporting processes;

the integrity of our financial statements;

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

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

King Fai Leung, Yang Cao and Luojie Pu, all of

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

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

Audit Committee has adopted a written charter, a copy of which is available on our website at www.planetgreenholdings.com, and a printed

copy of which is available to any stockholder requesting a copy by writing to:

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

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

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

three meetings.

functions of the Compensation Committee are as follows:

to assist our Board in discharging

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

to evaluate the performance

of our executive officers;

to assist our Board in developing

succession plans for executive officers;

to administer our stock and

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

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

Pu is the chairman of the Compensation

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

at all times during their service on such Committee.

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

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

No member of the Compensation Committee has had any relationship

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

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

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

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

Compensation Committee meets on an annual basis and holds special meetings as needed.

The Compensation Committee meetings may be called

by the Committee chairman, the Chairman of the Board of Directors or a majority of Committee members.

The Chief Executive Officer and

Chief Financial Officer also provide recommendations to the Compensation Committee relating to compensation of other executive officers.

The Compensation Committee held one meeting in fiscal year 2023.

and Corporate Governance

Nominating and Corporate Governance assists the Board of Directors in identifying individuals qualified to become our directors and in

determining the composition of the Board of Directors and its committees.

The Nominating and Corporate Governance is responsible for,

among other things:

to make recommendations to

the Board of Directors with respect to the size and composition of the Board of Directors;

to make recommendations to

the Board of Directors on the minimum qualifications and standards for director nominees and the selection criteria for the Board

to review the qualifications

of potential candidates for the Board of Directors;

to make recommendations to

the Board of Directors on nominees to be elected at the annual meeting of stockholders;

to seek and identify a qualified

director nominee, in the event that a director vacancy occurs, to be recommended to the Board of Directors for either appointment

by the Board of Directors to serve the remainder of the term of a director position that is vacant or election at the annual meeting

of the stockholders.

current members of the Nominating and Corporate Governance are Yang Cao, Luojie Pu and King Fai Leung.

Cao is the chairman of the

Nominating and Corporate Governance Committee.

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

Nominations for Director

may propose candidates for board membership by writing to:

Planet Green Holdings Corp., c/o Board of Director Office, 130-30 31 st

Ave, Suite 512, Flushing, NY, 11354.

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

of the person making the nomination;

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

any direct or indirect holdings

of our securities by the nominee;

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

exchange requirements;

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

any actual or potential conflicts of interest;

the nominee’s biographical data, current public and private company affiliations,

employment history and qualifications and status as “independent” under applicable securities laws and stock exchange requirements.

Nominees proposed by stockholders will receive the same consideration as other nominees.

Committee Interlocks and Insider Participation

of our officers currently serves, or in the past year has served, as a member of the Board of Directors or compensation committee of

any entity that has one or more officers serving on our Board of Directors.

Board adopted a Code of Ethics that applies to all of our directors, executive officers, including our principal executive officer, principal

financial officer and principal accounting officer, and employees.

The Code of Ethics addresses, among other things, honesty and ethical

conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities

laws, confidentiality, trading on inside information, and reporting of violations of the code.

The Code of Ethics is available on our

website at http://www.planetgreenholdings.com, and a copy of the Code of Ethics is available to any stockholder requesting a copy by

The Audit Committee has adopted a written charter,

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

requesting a copy by writing to:

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

During the fiscal year ended December 31, 2024, our Audit Committee held three meetings.

Compensation Committee

The functions of the Compensation Committee are

to assist our Board in discharging its responsibilities with respect to compensation of our executive officers and directors;

to evaluate the performance of our executive officers;

to assist our Board in developing succession plans for executive officers;

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

The current members of the Compensation Committee

are Luojie Pu, King Fai Leung and Yang Cao.

Pu is the chairman of the Compensation Committee.

All current members of the Compensation

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

None of the past or present members of our Compensation Committee are present or past employees or officers of the Company or any of our

subsidiaries.

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

None of our executive officers serves on the Board of Directors or compensation committee of a company that has an executive officer

that serves on our Board of Directors or Compensation Committee.

The Compensation Committee may not delegate its

responsibilities to another committee, individual director or member of management.

The Compensation Committee meets on an annual basis

and holds special meetings as needed.

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

Board of Directors or a majority of Committee members.

The Chief Executive Officer and Chief Financial Officer also provide recommendations

to the Compensation Committee relating to compensation of other executive officers.

The Compensation Committee held one meeting in fiscal

Nominating and Corporate Governance

The Nominating and Corporate Governance assists

the Board of Directors in identifying individuals qualified to become our directors and in determining the composition of the Board of

Directors and its committees.

The Nominating and Corporate Governance is responsible for, among other things:

make recommendations to the Board of Directors with respect to the size and composition of the Board of Directors;

make recommendations to the Board of Directors on the minimum qualifications and standards for director nominees and the selection criteria

for the Board members;

review the qualifications of potential candidates for the Board of Directors;

make recommendations to the Board of Directors on nominees to be elected at the annual meeting of stockholders;

seek and identify a qualified director nominee, in the event that a director vacancy occurs, to be recommended to the Board of Directors

for either appointment by the Board of Directors to serve the remainder of the term of a director position that is vacant or election

at the annual meeting of the stockholders.

The current members of the Nominating and Corporate

Governance are Yang Cao, Luojie Pu and King Fai Leung.

Cao is the chairman of the Nominating and Corporate Governance Committee.

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

Stockholder Nominations for Director

Stockholders may propose candidates for board membership

by writing to:

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

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

the Company’s knowledge, other than the litigation brought by Daqi Cui against the Company, there are no material proceedings to

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

to the Company.

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

candidate’s name, address and other contact information;

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

any information

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

information regarding related

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

any actual or potential conflicts of interest;

nominee’s biographical data, current public and private company affiliations, employment history and qualifications and status as

“independent” under applicable securities laws and stock exchange requirements.

Nominees proposed by stockholders will receive

the same consideration as other nominees.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the

past year has served, as a member of the Board of Directors or compensation committee of any entity that has one or more officers serving

on our Board of Directors.

Code of Ethics

Our Board adopted a Code of Ethics that applies

to all of our directors, executive officers, including our principal executive officer, principal financial officer and principal accounting

officer, and employees.

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

with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on

inside information, and reporting of violations of the code.

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

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

Planet Green Holdings Corp., c/o Board

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

We intend to disclose on our website, in accordance with

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

Legal Proceedings

To the Company’s knowledge, other than the

litigation brought by Daqi Cui against the Company, there are no material proceedings to which any of our directors and officers or affiliates

of the Company is a party adverse to the Company or has a material interest adverse to the Company.

EXECUTIVE COMPENSATION

Compensation Table

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

years ended December 31, 2022 and 2023 for services provided to us and our subsidiaries and VIEs.

None of our current executive officers

earned compensation that exceeded $100,000 during the fiscal years ended December 31, 2022 or 2023.

Summary Compensation Table

The following table sets forth information concerning

all forms of compensation earned by our named executive officers during the fiscal years ended December 31, 2023 and 2024 for services

provided to us and our subsidiaries and VIEs.

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

the fiscal years ended December 31, 2023 or 2024.

Name and Principal Position

Chairman, Chief Executive

Officer and Director

Chief Financial Officer

Chairman, Chief Executive Officer and Director

Chief Financial Officer Director

King Fai Leung,

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

Pursuant to the employment agreement

Zhou dated October 25, 2022, we are obligated to pay Mr.

In October 2020, the Board appointed Bin Zhou as

a member of the Board and the Chief Executive Officer.

Pursuant to the employment agreement with Mr.

Zhou dated October 25, 2022, we are

obligated to pay Mr.

Zhou a compensation of $96,000 per year.

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

Pursuant to the employment agreement dated June 24, 2022

In June 2020, the Board appointed Lili Hu to serve

as the Chief Financial Officer.

Pursuant to the employment agreement dated June 24, 2022 with Ms.

Hu, we are obligated to pay Ms.

Hu a compensation of $84,000 per year.

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

compensation of $84,000 per year.

In August 2022, the Board appointed Luojie Pu to

serve as the Director.

Pursuant to the employment agreement with Ms.

Pu, we are obligated

Pu a compensation of $24,000 per year.

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

Pu, we are obligated to pay Ms.

Pu a compensation of $24,000 per

In July 2019, the Board appointed King Fai Leung

to serve as the Director.

Pursuant to the employment agreement with Mr.

Leung, we are obligated

Leung a compensation of $21,600 per year.

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

Leung, we are obligated to pay Mr.

Leung a compensation of $21,600

In March 2020 the Board appointed Yang Cao to serve

as the Director.

Pursuant to the employment agreement with Ms.

Cao, we are obligated

Cao, we are obligated to pay Ms.

Cao a compensation of $24,000 per year.

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

following table sets forth information regarding beneficial ownership of our common stock as of March 31, 2023 (i) by each person who

is known by us to beneficially own more than 5% of our common stock;

(ii) by each of our named executive officers and directors and (iii)

by all of our officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC that deem

shares to be beneficially owned by any person who has voting or investment power with respect to such shares.

Except as otherwise indicated,

the persons listed below have advised us that they have direct sole voting and investment power with respect to the shares listed as

owned by them.

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

Suite 512, Flushing, NY 11354.

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

title of beneficial owner

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED SHAREHOLDER MATTERS

The following table sets forth information regarding

beneficial ownership of our common stock as of March 31, 2024 (i) by each person who is known by us to beneficially own more than 5% of

our common stock;

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

Beneficial ownership is determined in accordance with the rules of the SEC that deem shares to be beneficially owned by any person who

has voting or investment power with respect to such shares.

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

they have direct sole voting and investment power with respect to the shares listed as owned by them.

Unless otherwise specified, the address of each

of the persons set forth below is c/o Planet Green Holdings Corp., 130-30 31 st Ave, Suite 512, Flushing, NY 11354.

In the table below, percentage ownership is based

on 7,282,714 shares of our common stock outstanding as of December 31, 2024.

Name and title of beneficial owner

5% or Greater Stockholders

Bin Zhou, Chairman, Chief Executive

Officer and Director

Bin Zhou, Chairman, Chief Executive Officer and Director

Lili Hu, Chief Financial Officer

2 unchanged sentences

Yang Cao, Director

All executive officers,

directors and director nominees as a group (seven individuals)

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE .

Party Transactions

for Approval of Related Party Transactions

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

Audit Committee.

American listing standards require that a majority of our Board of Directors be independent.

An “independent director” is

defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship

which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment

in carrying out the responsibilities of a director.

Our Board of Directors has determined that Luojie Pu, King Fai Leung, Yang Cao are

“independent directors” as defined in the NYSE American listing standards and applicable SEC rules.

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

Changes in Control

There are currently no arrangements which would

result in a change in control of us.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE .

Related Party Transactions

Policy for Approval of Related Party Transactions

Our Audit Committee Charter provides that all related

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

Director Independence

NYSE American listing standards require that a

majority of our Board of Directors be independent.

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

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

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

Our Board of Directors has determined that Luojie Pu, King Fai Leung, Yang Cao are “independent directors” as

defined in the NYSE American listing standards and applicable SEC rules.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

2 unchanged sentences

Accounting fees

is the Company’s independent registered

public accounting firm for the fiscal years ended December 31, 2022 and the accounting fees such period were $665,000 Such fees related

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

during such periods.

is the Company’s independent registered public accounting firm for the fiscal years ended December 31, 2022 and the accounting fees

such period were $100,000.YCM CPA Inc.

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

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

is the Company’s

independent registered public accounting firm for the fiscal years ended December 31, 2023 and December 31, 2024 and the accounting fees

such period were $400,000 and $400,000 respectively.

Such fees related to audit services provided by YCM CPA INC.

No audit-related

or tax services were provided by YCM CPA Inc.

No audit-related or

tax services were provided by YCM CPA INC.

during such periods.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(1 and 2) Financial Statement and Schedules

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

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

Incorporated by reference to Exhibit

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

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

Incorporated by reference to Exhibit

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

of the registrant.

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

January 29, 2010.

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

The financial statements contained in the “Audited

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

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

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

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

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

Bylaws of the registrant.

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

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

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

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

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

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

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

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

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

Termination Agreement.

Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on December 11, 2024.

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

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

List of subsidiaries of the registrant.

3 unchanged sentences

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

Certification

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

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

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

2 unchanged sentences

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension

Schema Document.

Inline XBRL Taxonomy Extension

Calculation Linkbase Document.

Inline XBRL Taxonomy Extension

Definition Linkbase Document.

Inline XBRL Taxonomy Extension

Label Linkbase Document.

Inline XBRL Taxonomy Extension

Presentation Linkbase Document.

Cover Page Interactive

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

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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

Filed herewith

1 unchanged sentence

FORM 10-K SUMMARY

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

HOLDINGS CORP.

April 01, 2024

Not applicable.

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

PLANET GREEN HOLDINGS CORP.

Date:April 11, 2025

Bin Zhou, Chief Executive Officer and Chairman

1 unchanged sentence

Lili Hu, Chief Financial Officer

(Principal Financial and Accounting

to the requirements of the Securities Exchange Act of 1934, this annual report has been signed by the following persons in the capacities

and on the dates indicated.

Chief Executive Officer and

(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities

Exchange Act of 1934, this annual report has been signed by the following persons in the capacities and on the dates indicated.

Chief Executive Officer and Chairman

April 11, 2025

(Principal Executive Officer)

Chief Financial Officer and

Chief Financial Officer and Director

April 11, 2025

(Principal Financial Officer

and Principal Accounting Officer)

(Principal Financial Officer and Principal Accounting Officer)

/s/ Luojie Pu

April 11, 2025

/s/ King Fai Leung

April 11, 2025

1 unchanged sentence

April 11, 2025

PLANET GREEN HOLDINGS

CONSOLIDATED FINANCIAL

PLANET GREEN HOLDINGS CORP.

CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

CONTENTS PAGES

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

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

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

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

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

Report of Independent

Registered Public Accounting Firm

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

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and the shareholders

86 unchanged sentences

(v) We performed sensitivity analysis.

of the Matter

At December 31, 2023, the Company’s net

inventory balance was $1.95 million.

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

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

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

Auditing management’s inventory excess and

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

and competitive conditions outside the Company’s control.

In estimating excess and obsolescence reserves, management developed certain

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

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

Addressed the Matter in Our Audit

We obtained an understanding of internal controls

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

assumptions and management’s judgments.

Our audit procedures included, among others, with

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

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

We compared the

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

We also evaluated industry and market factors and performed

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

/s/ YCM CPA INC .

4 unchanged sentences

Planet Green Holdings Corp.

Consolidated Balance

Consolidated Balance Sheets

As of December 31,

Current assets

Cash and cash equivalents

Restricted Cash

Trade accounts receivable, net

Advances to suppliers

Other receivables

Inventories, net

Advances to suppliers, net

Other receivables, net

Other receivables-related parties

Prepaid expenses

Assets of discontinued operations

Total current assets

2 unchanged sentences

Intangible assets, net

Construction in progress, net

Construction in progress

Long-term investments

9 unchanged sentences

Deferred income

Liabilities of discontinued operations

Total current liabilities

5 unchanged sentences

Commitments and contingencies

Stockholders’ equity

Shareholders’ equity

Preferred stock:

3 unchanged sentences

$ 0.001 par value, 100,000,000 shares authorized;

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

7,282,714 shares issued and outstanding as of December 31, 2024 and 2023

Additional paid-in capital

3 unchanged sentences

Accumulated other comprehensive income

Total stockholders’ equity

Total liabilities and stockholders’ equity

See Accompanying Notes to the Financial

Total shareholders’ equity

Total liabilities and shareholders’ equity

See Accompanying Notes to the Financial Statements

Planet Green Holdings Corp.

Consolidated Statements

of Operations and Comprehensive (Loss) Income

Consolidated Statements of Operations and Comprehensive

(Loss) Income

For the Years Ended

3 unchanged sentences

General and administrative expenses

Research & Developing expenses

Research and developing expenses

Total operating expenses

2 unchanged sentences

( 6,563,305 )

Other (expenses) income

Other income (expenses)

Interest income

2 unchanged sentences

Share of losses from equity method investments

Impairment of goodwill

( 10,385,862 )

Loss on disposal of equity investments

2 unchanged sentences

( 11,621,470 )

( 9,994,528 )

Loss before income taxes

2 unchanged sentences

Income tax expenses

( 1,475,169 )

Loss from continuing operations

2 unchanged sentences

Discontinued operations:

(Loss) income from discontinued operations

( 9,191,791 )

Net (loss) income

( 20,843,796 )

( 25,934,935 )

Net loss attributable to non-controlling interest

Net loss attributable to common shareholders

$ ( 20,843,796 )

Income (loss) from discontinued operations

( 2,623,718 )

2 unchanged sentences

Foreign currency translation adjustment

( 3,018,815 )

Total comprehensive loss

5 unchanged sentences

Basic and diluted weighted average shares outstanding

See Accompanying Notes to the Financial

See Accompanying Notes to the Financial Statements

Planet Green Holdings Corp.

Consolidated Statements of Changes

in Stockholders’ Equity

For the Years Ended December

31, 2023 and 2022

Consolidated Statements of Changes in Stockholders’

For the Years Ended December 31, 2024 and 2023

Comprehensive

Balance, January 1, 2022

$ 133,232,224

$ ( 94,072,383 )

Net (loss) income

( 25,808,418 )

Issuance of common stock for cash

Issuance of shares for acquisition

Issuance of shares for long-term investment

Acquiring non-controling interests

( 2,721,507 )

Balance as of December 31, 2022

$ 155,767,774

Deconsolidation of discontinued operations

$ ( 119,880,801 )

2 unchanged sentences

Foreign currency translation adjustment

( 3,018,815 )

Balance, December 30, 2022

Balance as of December 31, 2023

$ 155,767,774

Balance, January 1, 2023

$ ( 140,724,597 )

2 unchanged sentences

Foreign currency translation adjustment

Balance, December 31, 2023

Balance as of December 31, 2024

$ 155,767,774

$ ( 148,053,653 )

See Accompanying Notes to the Financial Statements

1 unchanged sentence

Consolidated Statements of Cash Flows

For the Years Ended December 31,

2023 and 2022

(Stated in US Dollars)

CASH FLOWS FROM OPFRATING ACTIVITIFS:

For the Years Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 7,329,056 )

$ ( 20,843,796 )

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

Impairment of inventories

Impairment of goodwill

income (loss) from discontinued operations

Net loss from continuing operations

( 7,457,193 )

( 18,220,078 )

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

Allowance for doubtful accounts

Loss on disposal of equity investments

Impairment of long-term investments

Share of losses from equity method investments

Allowance for doubtful accounts

Loss (gain) on disposal of subsidiaries

Other non-cash expenses

Loss on disposal of plant and equipment

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

Trade receivables, net

Trade receivables

( 1,009,402 )

Prepayments and deposit

( 2,683,537 )

Advances to suppliers

Other receivables

1 unchanged sentence

Advance from customer

Other payables and accrued liabilities

( 2,040,664 )

Other payables-related parties

( 1,908,407 )

Other payables and accrued liabilities

Taxes payable

Deferred income

Lease liability

Net cash used in operating activities

Other long-term liabilities

Net cash provided by (used in) operating activities from continuing operations

( 5,708,777 )

Net cash provided by operating activities from discontinued operations

Net cash provided by (used in) operating activities

( 5,282,343 )

1 unchanged sentence

Purchase of plant and equipment

Purchase of long-term investment

( 4,100,000 )

Proceeds from diposal of equity method investments

Net increase in cash from acquisition subsidiaries

Proceeds from disposal of equity method investments

Cash received from disposal of plant and equipment

Net cash provided by (used in) operating activities from continuing operations

Net cash provided by operating activities from discontinued operations

Net cash provided by (used in) investing activities

( 3,853,678 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Payments of short-term loan

( 3,232,472 )

Proceeds from long-term loans

Proceeds from bank loans

Changes in related party balances, net

Proceeds from issuance of common stock

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

( 3,054,165 )

EFFECT OF EXCHANGE RATE ON CASH

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AT END OF YEAR

SUPPLEMENTARY OF CASH FLOW INFORMATION

Net cash (used in) provided by continuing financing activities

Net cash used in financing activities from discontinued operations

Net cash (used in) provided by financing activities

Net (decrease) increase in cash and restricted cash

EFFECT OF EXCHANGE RATE ON CASH AND RESTRICTED CASH

CASH AND RESTRICTED CASH AT BEGINNING OF YEAR

CASH AND RESTRICTED CASH AT END OF YEAR

Supplemental cash flow information

Interest received

Interest paid

NON-CASH TRANSACTIONS

Issuance of shares for acquisition

Issuance of shares for long-term investment

See Accompanying Notes to the Financial

Reconciliation of cash and restricted cash reported in the statement of financial position

Restricted cash

Total cash and restricted cash

See Accompanying Notes to the Financial Statements

PLANET GREEN HOLDINGS CORP.

1 unchanged sentence

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Stated in US Dollars)

Organization and Principal Activities

3 unchanged sentences

We are engaged in various businesses through our subsidiaries and

controlled entities in China.

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

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

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

the Company’s restructuring plans.

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

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

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

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

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

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

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

On December 9, 2020, Lucky

Sky Petrochemical Technology (Xianning) Co., Ltd.

VIE entities in China.

On May 18, 2018 , the Company incorporated Promising

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

On September 28, 2018, Planet Green BVI acquired

Lucky Sky HK through the Company’s restructuring plans.

On May 9, 2019, the Company issued an aggregate

of 1,080,000 shares of Planet Green Holdings Corporation’s common stock to the BoZhuang Shareholders, in exchange for BoZhuang Shareholders’

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

On August 1, 2021, the VIE agreements with Xianning

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

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

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

December 9, 2020, Lucky Sky Petrochemical Technology (Xianning) Co., Ltd.

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

(“Jiayi Technologies”

On May 29, 2020, the Promising Prospect BVI Limited incorporated Lucky

Sky Planet Green Holdings Co., Limited, a limited company incorporated in Hong Kong.

On June 5, 2020, the Promising Prospect BVI Limited acquired all of

the outstanding equity interests of Fast Approach Inc.

It was incorporated under Canada’s laws and the operation of a demand-side

platform targeting the Chinese education market in North America.

On June 16, 2020, Lucky Sky Holdings Corporations (H.K.) transferred

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

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

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

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

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

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

Jiayi Technologies (Xianning) Co., Ltd.

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

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

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

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

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

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

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

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

ordinary shares of the Shine Chemical Co., Ltd.

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

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

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

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

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

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

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

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

On April 8, 2022, Planet Green Holdings Corporation (Nevada) issued

an aggregate of 7,500,000 shares of common stock to the equity holders of Allinyson Ltd.

for the acquisition of 100 % of

the equity interest of Allinyson Ltd., including its wholly-owned subsidiary Baokuan Technology (Hongkong) Limited.

On September 14, 2022, Planet Green Holdings Corp.

and Hubei Bulaisi

(“Jiayi Technologies” or “WFOE”)

On May 29, 2020, the Promising Prospect BVI Limited

incorporated Lucky Sky Planet Green Holdings Co., Limited, a limited company incorporated in Hong Kong.

On June 5, 2020, the Promising Prospect BVI Limited

acquired all of the outstanding equity interests of Fast Approach Inc.

It was incorporated under Canada’s laws and the operation

of a demand-side platform targeting the Chinese education market in North America.

On June 16, 2020, Lucky Sky Holdings Corporations

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

On August 10, 2020, Promising Prospect BVI Limited

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

On January 6, 2021, Planet Green Holdings Corporation

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

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

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

On March 9, 2021, Planet Green Holdings Corporation

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

in exchange for the transfer of 75 % of the equity interest of Jilin Chuangyuan Chemical Co., Ltd.

to the Jiayi Technologies (Xianning)

On July 15, 2021, Planet Green Holdings Corporation

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

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

to the Jiayi Technologies

(Xianning) Co., Ltd.

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

was disposed.

On August 3, 2021, the Planet Green Holding Corp

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

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

and Hubei Bryce Technology Co., Ltd.

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

On September 1, 2021, Jingshan Sanhe Luckysky

New Energy Technologies Co., Ltd.

has changed its major shareholder from Mr.

Feng Chao to Hubei Bryce Technology Co., Ltd.

and Hubei Bryce

Technology Co., Ltd.

a subsidiary of the Company, entered into a Share Purchase Agreement with Xue Wang, a shareholder of Jingshan Sanhe

Luckysky New Energy Technologies Co., Ltd., pursuant to which, among other things and subject to the terms and conditions contained therein, the

Purchaser agreed to effect share purchase from the Seller of 15 % of the outstanding equity interests of Jingshan, and the Company shall

pay to the Seller an aggregate of U.S.

has hold 85 % shares of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.

after the alteration of shareholders.

On December 9, 2021, Planet Green Holdings Corporation

(Nevada) issued an aggregate of 5,900,000 shares of common stock to the equity holders of Shandong Yunchu Supply Chain Co., Ltd.

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

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

On April 8, 2022, Planet Green Holdings Corporation

(Nevada) issued an aggregate of 7,500,000 shares of common stock to the equity holders of Allinyson Ltd.

for the acquisition

of 100 % of the equity interest of Allinyson Ltd., including its wholly-owned subsidiary Baokuan Technology (Hongkong) Limited.

April 1, 2024, Allinyson Ltd.

and its subsidiaries have completely been disposed, resulting in gain from disposal of $ 355,517 .

On September 14, 2022, Planet Green Holdings Corp.

and Hubei Bulaisi Technology Co., Ltd.

a subsidiary of the Company, entered into a Share Purchase Agreement with Xue Wang, a shareholder

of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd., pursuant to which, among other things and subject to the terms and conditions

contained therein, the Purchaser agreed to effect share purchase from the Seller of 15 % of the outstanding equity interests of Jingshan,

and the Company shall pay to the Seller an aggregate of U.S.

$ 3,000,000 in exchange for 15 % of the issued and outstanding shares.

Before the closing of this

Share Purchase transaction, the Company owns 85 % equity interest of Jingshan through the Purchaser.

On September 14, 2022, the Company

closed the Share Purchase transaction.

the closing of this Share Purchase transaction, the Company owns 85 % equity interest of Jingshan through the Purchaser.

14, 2022, the Company closed the Share Purchase transaction.

As of September 30, 2022, Hubei Bryce Technology Co., Ltd.

has hold 100 % shares

of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.

hold 100 % shares of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.

after the alteration of shareholders.

Consolidation of Variable Interest Entity

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

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

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

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

The Company is considered the primary

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

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

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

agreements (“VIE Agreements”) with Jilin Chuangyuan Chemical Co., Ltd.

(“Jilin Chuangyuan”), as well as its shareholders,

which gave the Company the ability to substantially influence the company’s daily operations and financial affairs and appointment

of its senior executives.

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

On December 11, 2024, Jiayi entered into a Termination

Agreement with Jilin Chuangyuan and its shareholders, pursuant to which, Jiayi, Jilin Chuangyuan and its shareholders agreed to terminate

all of the rights and obligations under the VIE Agreements.

As a result of the completion of the transaction, the Company no longer consolidates

Jilin Chuangyuan’s financial statements into the financial statements of the Company for accounting purpose, resulting in gain from

disposal of $ 239,292 .

The VIE Agreement is described in detail below

Consultation and Service Agreement

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

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

WFOE exclusively owns any intellectual

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

The number of service fees and payment terms

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

The duration of the Consultation and Service

Agreement is 20 years.

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

Under the Consultation and Service Agreement,

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

technology, and intellectual property rights.

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

Consultation and Service Agreement.

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

consultation and implementation.

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

WFOE may terminate this agreement

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

Business Cooperation Agreement

Pursuant to the Business Cooperation Agreement, WFOE has the exclusive

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

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

and system maintenance.

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

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

the operating entities.

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

under applicable PRC laws and regulations.

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

prior written notice.

Pursuant to the Business Cooperation Agreement,

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

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

research and development, and system maintenance.

WFOE exclusively owns any intellectual property rights arising from the performance

of this Business Cooperation Agreement.

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

and the operational needs of the operating entities.

The Business Cooperation Agreement shall maintain effective unless it was terminated

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

WFOE may terminate this Business Cooperation Agreement at any time

by giving 30 day’s prior written notice.

Equity Pledge Agreements

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

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

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

Service Agreement and other control agreements.

According to the Equity Pledge Agreements among

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

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

Technical Consultation and Service Agreement and other control agreements.

Equity Option Agreements

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

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

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

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

The purchase price shall be the

lowest price allowed by PRC laws.

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

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

According to the Equity Option Agreements, WFOE

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

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

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

price shall be the lowest price allowed by PRC laws.

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

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

Voting Rights Proxy Agreements

According to the Voting Rights Proxy Agreements, each shareholder irrevocably

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

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

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

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

According to the Voting Rights Proxy Agreements,

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

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

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

The term of each Voting Rights Proxy

Agreement is 20 years.

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

Based on the foregoing contractual arrangements, The Company consolidates

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

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

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

Based on the foregoing contractual arrangements,

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

and Jilin Chuangyuan Chemical Co., Ltd.

in accordance with Regulation S-X-3A-02 promulgated by the Securities Exchange Commission

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

Enterprise-Wide Disclosure

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

chief executive

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

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

There are no segment managers

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

on qualitative and quantitative criteria established by Accounting Standards Codification (“ASC”) 280, “Segment Reporting”,

the Company considers itself to be operating within one reportable segment.

The Company’s chief operating decision-makers

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

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

There are no segment

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

Based on qualitative and quantitative criteria established by Accounting Standards Codification (“ASC”) 280, “Segment

Reporting”, the Company considers itself to be operating within one reportable segment.

Going Concern

The accompanying consolidated financial statements have been prepared

assuming that the Company will continue as a going concern;

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

December 31, 2023.

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

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

The accompanying consolidated financial statements have been prepared assuming

that the Company will continue as a going concern;

however, the Company has incurred a net loss from continuing operations of $ 7,457,193

for the year ended December 31, 2024.

As of December 31, 2024, the Company had an accumulated deficit of $ 148,053,653 , a working capital

deficit of $ 6,120,752 , its net cash provided by operating activities from continuing operations for the year ended December 31, 2024 was

These factors raise substantial doubt on the Company’s

ability to continue as a going concern.

The accompanying audited consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

Management’s plan for the Company’s continued existence is dependent upon

management’s ability to execute the business plan, develop the plan to generate profit;

additionally, Management may need to continue

to rely on private placements or certain related parties to provide funding for investment, for working capital and general corporate

If management is unable to execute its plan, the Company may become insolvent.

The accompanying consolidated financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

Management’s plan for the Company’s continued existence is dependent upon management’s

ability to execute the business plan, develop the plan to generate profit;

additionally, Management may need to continue to rely on private

placements or certain related parties to provide funding for investment, for working capital and general corporate purposes.

If management

is unable to execute its plan, the Company may become insolvent.

Summary of Significant Accounting Policies

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Principles of Consolidation

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

are set below:

Name of Company

incorporation

Attributable equity

Promising Prospect BVI Limited

The British Virgin Islands

Promising Prospect HK Limited

Details of the Subsidiaries of the Company as of

December 31, 2024 are set below:

Name of Company Place of

incorporation Attributable equity

interest % Registered

Promising Prospect BVI Limited The British Virgin Islands 100 $ 10,000

Promising Prospect HK Limited Hong Kong 100 1

Jiayi Technologies (Xianning) Co., Ltd.

PRC 100 2,000,000

Fast Approach Inc.

Canada 100 79

Shanghai Shuning Advertising Co., Ltd.

(a subsidiary of FAST)

(a subsidiary of FAST) PRC 100 -

Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.

PRC 100 4,710,254

Xianning Bozhuang Tea Products Co., Ltd.

Jilin Chuangyuan Chemical Co., Ltd

Bless Chemical Co., Ltd (a subsidiary of Shine Chemical)

PRC 100 6,277,922

Bless Chemical Co., Ltd (a subsidiary of Shine Chemical) Hong Kong 100 10,000

Hubei Bryce Technology Co., Ltd.

(a subsidiary of Bless Chemical)

Shandong Yunchu Supply Chain Co., Ltd

Allinyson Ltd

The United States

Shine Chemical Co., Ltd

Guangzhou Haishi Technology Co., Ltd

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

(a subsidiary of Bless Chemical) PRC 100 30,000,000

Shandong Yunchu Supply Chain Co., Ltd PRC 100 5,000,000

Shine Chemical Co., Ltd Cayman 100 8,000

Management has eliminated all significant inter-company

balances and transactions in preparing the accompanying consolidated financial statements.

Ownership interests of subsidiaries that the

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

Noncontrolling Interests

The noncontrolling interests of the Company represent the ownership

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

shareholders on the consolidated balance sheets.

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

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

Company’s shareholders.

Reclassifications

Certain amounts on the prior-years’ consolidated

balance sheets and statement of operations were reclassified to reflect discontinued operations, with no effect on ending stockholders’

Use of Estimates

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from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with

original maturities of three months or less to be cash equivalents.

As of December 31, 2023, the Company had cash and cash equivalents

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

Cash and Restricted Cash

Cash includes currency on hand and deposits held

by banks that can be added or withdrawn without limitation.

The Company maintains most of its bank accounts in the PRC.

Cash maintained

in banks within the People’s Republic of China of less than RMB 0.5 million (equivalent to $ 68,500 ) per bank are covered by “deposit

insurance regulation” promulgated by the State Council of the People’s Republic of China.

Restricted cash includes any cash that is legally restricted as to

withdrawal or usage.

As of December 31, 2024 and 2023, cash in the amount of $ 1,234 and Nil was restricted by court due to lawsuits against

Accounts Receivables, Net

Accounts receivables are recognized and carried at the original invoice

amount less allowance for any uncollectible amounts.

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

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

of collection is not probable.

Inventories consist of raw materials and finished goods, stated at

the lower of cost or market value.

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

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

will be recognized as impairment losses in the current period.

Advances and Prepayments to Suppliers

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

procurement of raw materials.

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

from advances and prepayments to suppliers to inventory.

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

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

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

Accounts receivables are recognized and carried at

the original invoice amount less allowance for any uncollectible amounts.

An estimate for doubtful accounts is made when the amount is

not expected to be collected.

Delinquent amount balances are written off against the allowance for doubtful amounts after the management

has determined that the likelihood of collection is not probable.

Inventories, Net

Inventories consist of raw materials and finished

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

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

and allocated overhead.

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

amount will be recognized as impairment losses in the current period.

Advances to Suppliers, Net

The Company makes an advance payment to suppliers

and vendors for the procurement of raw materials.

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

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

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

examination of prepaid expenses and contractual terms, analyze the causes of delayed receipt of corresponding valuable goods, calculate

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

Plant and Equipment

Plant and equipment are carried at cost less accumulated

depreciation.

Plant and equipment are carried at cost less accumulated depreciation.

Depreciation is provided over their estimated useful lives, using the straight-line method.

The Company typically applies

a salvage value of 0 % to 10 %.

The Company typically applies a salvage value

of 0 % to 5 %.

The estimated useful lives of the plant and equipment are as follows:

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The cost and related accumulated depreciation

of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss is included in the Company’s results of operations.

of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss is included in the Company’s results

of operations.

The costs of maintenance and repairs are recognized as incurred;

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assets are as follows:

Land use rights

Software licenses

Construction in Progress and Prepayments for

Construction in progress and prepayments for equipment

represent direct and indirect acquisition and construction costs for plants and fees of purchase and installation of related equipment.

Amounts classified as construction in progress and prepayments for equipment are transferred to plant and equipment when substantially

all the activities necessary to prepare the assets for their intended use are completed.

Depreciation is not provided for assets classified

in this account.

Land use rights 50 years

Software licenses 2 years

Trademarks 10 years

Construction in Progress

Construction in progress represents direct acquisition and construction

costs for plants and fees of purchase and installation of related equipment.

Amounts classified as construction in progress are transferred

to plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed.

is not provided for assets classified in this account.

Goodwill represents the excess of the purchase

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Impairment losses on goodwill are not reversed.

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

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

Impairment of Long-lived Assets

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The functional currency of the Company is the Renminbi (RMB).

The Company’s assets and liabilities are translated

into United States dollars from RMB at year-end exchange rates.

Its revenues and expenses are translated at the average exchange rate

during the period.

The Company’s assets and liabilities are

translated into United States dollars from RMB at year-end exchange rates.

Its revenues and expenses are translated at the average exchange

rate during the period.

Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

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HK exchange rate

The RMB is not freely convertible into foreign

currencies, and all foreign exchange transactions must be conducted through authorized financial institutions.

The RMB is not freely convertible into foreign currencies,

and all foreign exchange transactions must be conducted through authorized financial institutions.

Revenue Recognition

6 unchanged sentences

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

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

of the products has been transferred to customers.

The Company applies the following

five steps to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

The Company recognizes product

revenue at a point in time when the control of the products has been transferred to customers.

The Company applies the following five

steps to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

identify the contract with a customer;

1 unchanged sentence

determine the transaction price;

● allocate the transaction price to performance obligations

in the contract;

allocate the transaction price to performance obligations in the contract;

Recognize revenue as the performance obligation is satisfied.

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The Company uses Financial Accounting Standards

Board (“FASB”) ASC Topic 220, “Reporting Comprehensive Income.” Comprehensive income is comprised of net income and

all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to

investments by stockholders.

Board (“FASB”) ASC Topic 220, “Reporting Comprehensive Income.” Comprehensive income is comprised of net income

and all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders

due to investments by stockholders.

Earnings Per Share

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The three levels of valuation hierarchy are defined

● Level 1 - inputs to the valuation methodology used quoted

prices for identical assets or liabilities in active markets.

● Level 2 - inputs to the valuation methodology include quoted

prices for similar assets and liabilities in active markets and information that are observable for the asset or liability, either directly

or indirectly, for substantially the financial instrument’s full term.

● Level 3 - inputs to the valuation methodology are unobservable

and significant to the fair value measurement.

Effective December

31, 2018, Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.

adopted ASU 2016-02, “Leases” (Topic 842), and elected

the practical expedients that do not require us to reassess:

(1) whether any expired or existing contracts are, or contain, leases, (2)

lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases.

For lease terms

of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities.

The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single

lease component.

used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as

the Company does not have reasonable certainty at lease inception that these options will be exercised.

The Company generally considers

the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets.

The Company has elected

the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve

months or less.

Its leases generally do not provide a residual guarantee.

Level 1 - inputs to the valuation methodology used quoted prices for identical assets or liabilities in active markets.

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

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

Effective December 31, 2018, the Company adopted

ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that do not require us to reassess:

(1) whether any

expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct

costs for any expired or existing leases.

For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy

election not to recognize lease assets and liabilities.

The Company also adopted the practical expedient that allows lessees to treat

the lease and non-lease components of a lease as a single lease component.

Lease terms used to calculate the present value

of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable

certainty at lease inception that these options will be exercised.

The Company generally considers the economic life of its operating

lease ROU assets to be comparable to the useful life of similar owned assets.

The Company has elected the short-term lease exception,

therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less.

Its leases generally

do not provide a residual guarantee.

The operating lease ROU asset also excludes lease incentives.

Lease expense is recognized on a straight-line basis over the lease term.

reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets.

The Company reviews the

recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset

may not be recoverable.

The assessment of possible impairment is based on its ability to recover the carrying value of the asset from

the expected undiscounted future pre-tax cash flows of the related operations.

The Company has elected to include the carrying amount

of operating lease liabilities in any tested asset group and it includes the associated operating lease payments in the undiscounted future

pre-tax cash flows.

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

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

Lease expense is recognized on a straight-line

basis over the lease term.

The Company reviews the impairment of its ROU

assets consistent with the approach applied for its other long-lived assets.

The Company reviews the recoverability of its long-lived

assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable.

The assessment

of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax

cash flows of the related operations.

The Company has elected to include the carrying amount of operating lease liabilities in any tested

asset group and it includes the associated operating lease payments in the undiscounted future pre-tax cash flows.

As of December 31, 2024, the company does not have any current lease

agreements exceeding 12 months.

Equity investments

In January 2016, the FASB issued

ASU 2016-01 (“ASU 2016-01”), Recognition and Measurement of Financial Assets and Financial Liabilities,

which, among other things, generally requires companies to measure investments in other entities, except those accounted for under the

equity method, at fair value and to recognize any changes in fair value in net income.

ASU 2016-01 also simplifies the impairment

assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment.

ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, and the guidance should be applied by means

of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption.

The guidance related to equity

investments without readily determinable fair values (including disclosure requirements) is applied prospectively to equity investments

that exist as of the date of adoption.

ASU 2016-01, which the Company adopted on January 1, 2018, did not have a material

impact on the consolidated financial statements.

Investments in entities over

which the Company does not have significant influence are recorded as equity investments and are accounted for either at fair value with

any changes recognized in net income, or for those without readily determinable fair values, at cost less impairment, adjusted for subsequent

observable price changes.

Under the equity method, the Company’s share of the post-acquisition profits or losses of equity investments

is recognized in the Company’s consolidated statements of comprehensive income;

and the Company’s share of post-acquisition

movements in equity is recognized in equity in the Company’s consolidated balance sheets.

Unrealized gains on transactions between

the Company and an entity in which the Company has recorded an equity investment are eliminated to the extent of the Company’s interest

in the entity.

To the extent of the Company’s interest in the investment, unrealized losses are eliminated unless the transaction

provides evidence of an impairment of the asset transferred.

When the Company’s share of losses in an entity in which the Company

has recorded an equity investment equals or exceeds its interest in the entity, the Company does not recognize further losses, unless

the Company has incurred obligations or made payments on behalf of the equity investee.

The Company accounts for its

equity investments in accordance with ASC 321.

In accordance with ASC 321, equity investment which the Company has no significant influence

(generally less than a 20% ownership interest) with readily determinable fair values are accounted for at fair value based on quoted market

prices with the changes in fair value recognized as unrealized gains or losses in earnings.

Equity investments without readily determinable

fair values are accounted for either at fair value or using the measurement alternative.

Under the measurement alternative, the equity

investments are measured at cost, less any impairment, if any, plus or minus changes resulting from observable price changes in orderly

transactions for the identical or a similar investment.

The investments in equity securities are evaluated for impairment when facts or

circumstances indicate that the fair value of the investment is less than its carrying value.

Commitments and Contingencies

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Recent Accounting Pronouncements

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

is an update to ASU Update No.

2016-13, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured

at amortized cost basis, replacing the previous incurred loss methodology.

The amendments in Update 2016-13 added Topic 326, Financial

Instruments—Credit Losses, and made several consequential amendments to the Codification.

Update 2016-13 also modified the accounting

for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized

cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities.

The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option

for certain financial assets previously measured at amortized cost basis.

For those entities, the targeted transition relief will increase

comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets.

Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13

while still providing financial statement users with decision-useful information.

ASU 2019-05 is effective for the Company for annual

and interim reporting periods beginning January 1st, 2020.

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

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

Other recent accounting pronouncements issued

by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and

Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial

Variable Interest Entity (“VIE”)

A VIE is an entity that has either a total equity

investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose

equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected

residual returns of the entity or obligation to absorb the expected losses of the entity.

If any, the variable interest holder with a

controlling financial interest in a VIE is deemed the primary beneficiary and must consolidate the VIE.

PLAG WOFE is deemed to have the

controlling financial interest and be the primary beneficiary of Jilin Chuangyuan Chemical Co., Ltd because it has both of the following

characteristics:

1) The power to direct activities at Jilin Chuangyuan Chemical

Co., Ltd that most significantly impact such entity’s economic performance, and

2) The obligation to absorb losses and the right to receive

benefits from Jilin Chuangyuan Chemical Co., Ltd that could potentially be significant to such entity.

Under the Contractual Arrangements,

Jilin Chuangyuan Chemical Co., Ltd pay service fees equal to all of its net income to PLAG WFOE.

At the same time, PLAG WFOE is obligated

to absorb all of the Jilin Chuangyuan Chemical Co., Ltd’s losses.

The Contractual Arrangements are designed to operate Jilin Chuangyuan

Chemical Co., Ltd for the benefit of PLAG WFOE and ultimately, the Company.

Accordingly, the accounts of Jilin Chuangyuan Chemical Co.,

Ltd are consolidated in the accompanying consolidated financial statements.

In addition, those financial positions and results of operations

are included in the Company’s consolidated financial statements.

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

In March 2024, the FASB issued ASU 2024-01, Compensation—Stock

Compensation (Topic 718):

Scope Application of Profits Interest and Similar Awards.

The amended guidance added an illustrative example

that includes four fact patterns to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether

a profits interest award should be accounted for in accordance with Topic 718.

The amendments guidance is effective for annual periods

beginning after December 15, 2024, and interim periods within those annual periods.

The guidance can be applied either prospectively or

retrospectively.

The Company is currently in the process of evaluating the impact this amended guidance may have on its consolidated financial

In November 2024, the FASB issued ASU 2024-03,

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income

Statement Expenses.

The amended guidance improves the disclosures about a public business entity’s expenses and address requests

from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation,

amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development).

amended guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning

after December 15, 2027.

The requirements will be applied prospectively with the option for retrospective application.

The Company is

currently in the process of evaluating the impact this amended guidance may have on the footnotes to its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-04,

Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments.

This guidance

clarifies the assessment of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt

when changes are made to conversion features as part of an offer to settle the instrument.

The amended guidance is effective for all entities

for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

guidance can be applied either prospectively or retrospectively.

The Company is currently in the process of evaluating the impact this

amended guidance may have on its consolidated financial statements.

In January 2025, the FASB issued ASU 2025-01,

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective

This guidance amends the effective date of Update 2024-03 to clarify that all public business entities are required to adopt the

guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning

after December 15, 2027.

Early adoption of Update 2024-03 is permitted.

The Company is currently in the process of evaluating the impact

this amended guidance may have on the footnotes to its consolidated financial statements.

Other recent accounting pronouncements issued by

the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange

Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

DISCONTINUED OPERATION

On April 1, 2024, the Company transferred 100 % of

Allinyson’s shares and other equity interest to an individual for aggregated purchase price of $ 1.00 , and Allinyson was completely

On December 11, 2024, Jiayi entered into a Termination

Agreement with Jilin Chuangyuan and its shareholders, pursuant to which, Jiayi, Jilin Chuangyuan and its shareholders agreed to terminate

all of the rights and obligations under the VIE Agreements.

As a result of the completion of the transaction, the Company no longer consolidates

Jilin Chuangyuan’s financial statements into the financial statements of the Company for accounting purpose.

The discontinued operation represents a strategic

shift that has a major effect on the Company’s operations and financial results, which trigger discontinued operations accounting

in accordance with ASC 205-20-45.

The assets and liabilities related to the discontinued operations were retroactively classified as assets/liabilities

held for sale as of December 31, 2023, while results of operations related to the discontinued operations for the years ended December

31, 2024 and 2023, were retroactively reported as income (loss) from discontinued operations.

The results of discontinued operations for

the years ended December 31, 2024 and 2023 are as follows:

For the Years ended

Cost of revenues

Operating expenses:

Selling and marketing expenses

General and administrative expenses

Research & developing expenses

Total operating expenses

Income from discontinued operations

( 1,291,776 )

( 2,209,028 )

Other income (expenses)

Interest income

Interest expenses

Other expenses

Total other income (expense)

Income (loss) before income taxes

( 2,623,718 )

Income taxes provision

Net income (loss) from discontinued operations

$ ( 2,623,718 )

Assets and liabilities of the discontinued operations:

CURRENT ASSETS:

Cash and cash equivalents

Trade accounts receivable, net

Trades accounts receivable, net

Advances to suppliers

Other receivables

Inter company receivable

TOTAL CURRENT ASSETS

NON-CURRENT ASSETS:

Plant and equipment, net

Intangible assets, net

Construction in progress, net

Total non-current assets

Liabilities and Stockholders’ Equity

Property and equipment, net

Land use rights, net

Construction in progress

CURRENT LIABILITIES:

Short-term bank loans

Accounts payable

2 unchanged sentences

Other payables and accrued liabilities

Intercompany payable

Other payables-related parties

Long term payable-current portion

Deferred income

TOTAL CURRENT LIABILITIES

Non-current liabilities

Long-term payables

Total non-current liabilities

Total Liabilities

Stockholders’ equity

Additional paid-in capital

Statutory Reserve

Accumulated deficit

( 8,229,416 )

( 5,775,895 )

Accumulated other comprehensive income

Total stockholders’ equity

Total liabilities and stockholders’ equity

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

December 31, 2023 and 2022 are as follows:

Operating revenues

Income from operations

( 2,453,521 )

( 1,928,379 )

Net income (loss)

( 2,453,521 )

( 2,331,594 )

Business Combination

Acquisition of Jilin Chuangyuan Chemical Co.,

On March 9, 2021, the Company and its wholly-owned

subsidiary Jiayi Technologies (Xianning) Co., Ltd, formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd., entered

into a series of VIE agreements with Jilin Chuangyuan Chemical Co., Ltd and its equity holders to obtain control and become the primary

beneficiary of Jilin Chuangyuan Chemical Co., Ltd.

The Company consolidated Jilin Chuangyuan Chemical Co., Ltd’s accounts as its VIE.

Under the VIE agreements, the Company issued an aggregate of 3,300,000 shares of common stock of the Company to the equity holders of

Jilin Chuangyuan Chemical Co., Ltd in exchange for the transfer of 75 % of the equity interest of Jilin Chuangyuan Chemical Co., Ltd to

the Jiayi Technologies (Xianning) Co., Ltd.

The significant terms of these VIE agreements are summarized in “Note 2 - Summary of

Significant Accounting Policies” above.

The Company’s acquisition of Jilin Chuangyuan

Chemical Co., Ltd was accounted for as a business combination following ASC 805.

The Company has allocated the purchase price of Jilin

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

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

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

valued using the cost approach.

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

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

Acquisition-related

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

The following table summarizes the fair value

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

at the date of the acquisition of Jilin Chuangyuan Chemical Co., Ltd:

Total consideration at fair value $ 8,085,000

Accounts receivable, net

Inventories, net

Advances to suppliers

Other receivables

Other receivables-RP

Plant and equipment, net

Intangible assets, net

Deferred tax assets

Short-term loan - bank

( 3,826,934 )

Long term payable

( 1,162,355 )

Accounts payable

Advance from customers

Other payables and accrued liabilities

( 2,815,356 )

Other payables-RP

Income taxes payable

Total liabilities

( 9,438,255 )

Non controlling interest

( 1,613,518 )

Net assets acquired

Approximately $ 3.19 million of goodwill arising from the acquisition

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

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

Acquisition of Shandong Yunchu Trading Co.,

9, 2021, the Company and its wholly-owned subsidiary Jiayi Technologies (Xianning) Co., Ltd,

formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd.

, entered into a

Share Exchange Agreement with Shandong Yunchu Supply Chain Co., Ltd, and each of shareholders of Shandong Yunchu Supply Chain Co., Ltd.

The Company issued an aggregate of 5,900,000 shares of common stock to the equity

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

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

The Company’s acquisition of Shandong

Yunchu Supply Chain Co., Ltd was accounted for as a business combination following ASC 805.

The Company has allocated the purchase

price of Shandong Yunchu Supply Chain Co., Ltd based upon the fair value of the identifiable

assets acquired and liabilities assumed on the acquisition date.

The Company estimated the fair values of the assets acquired and liabilities

taken at the acquisition date following the business combination standard issued by the FASB with the valuation methodologies using level

3 inputs, except for other current assets and current liabilities were valued using the cost approach.

Management of the Company is responsible

for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date and

considered several other available factors.

Acquisition-related costs incurred for the acquisitions are not material and expensed as incurred

in general and administrative expenses.

The following table summarizes the fair value

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

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

The following table summarizes the fair value

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

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

Total consideration at fair value $ 5,420,920

Cash and cash equivalents, and Restricted Cash

Trade receivable and Note receivable

Related party receivable

Other current assets

Plant and equipment, net

Intangible assets, net

Short-term loan-bank

Related party payable

Accounts payable

Other current liabilities

( 4,155,344 )

Other long-term liabilities

Loans-noncurrent

TOTAL LIABILITIES

( 5,147,768 )

Non controlling interest

Net assets acquired

Approximately $ 4.72 million of goodwill arising

from the acquisition consists mainly of synergies expected from combining the operations of the Company and Shandong

Yunchu Supply Chain Co., Ltd .

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

Trade Accounts Receivable, Net

1 unchanged sentence

to the majority of its domestic customers, which include third-party distributors, supermarkets, and wholesalers .

As of December 31,

Trade accounts receivable

1 unchanged sentence

( 3,873,171 )

( 2,086,760 )

Allowance for credit losses

1 unchanged sentence

$ ( 2,086,760 )

$ ( 287,647 )

Additions to allowance

( 1,786,411 )

Bad debt written-off

( 1,735,826 )

Reversal of allowance

Ending balance

1 unchanged sentence

$ ( 2,086,760 )

Advances and Prepayments to Suppliers

Prepayments include investment deposits to guarantee

investment contracts and advance payment to suppliers and vendors to procure raw materials.

Advances to Suppliers, Net

Prepayments mainly include advance payment to suppliers and vendors

to procure raw materials.

Prepayments consist of the following:

As of December 31,

Payment to suppliers and vendors

Allowance for credit losses

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

Inventories, Net

Inventories consisted of the following as of December

31, 2024 and 2023:

As of December 31,

Raw materials

3 unchanged sentences

( 1,933,772 )

( 2,097,181 )

Plant and Equipment

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

Plant and equipment consisted of the following as

of December 31, 2024 and 2023:

As of December 31,

Machinery and equipment

5 unchanged sentences

Construction in progress

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

Depreciation expense for the years ended December

31, 2024 and 2023 was $ 895,205 and $ 968,594 , respectively.

Intangible Assets

As of December 31,

Land use rights

1 unchanged sentence

Accumulated amortization

( 1,137,002 )

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

As of December 31, 2023, the estimated

future amortization expenses of the intangible assets were as follow:

12 months ending December 31,

Amortization expense for the years ended December

31, 2024 and 2023 was $ 133,750 and $ 139,576 respectively.

As of December 31, 2024, the estimated future

amortization expenses of the intangible assets were as follow:

ending December 31,

Long Term Investment

During fiscal

year 2022, the Company entered into an investment agreement with Xianning Xiangtian Energy Holdings Group Co., Ltd to acquire 40 %

of the equity interests in the company, with total consideration of $ 13.62 million, which was paid in 2022.

The balance of the investment was totally been sold in 2023.

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

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

The investment was accounted for using

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

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

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

Other Payable

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

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

Other payables – third parties are those non-trade payables arising from transactions between the Company

and certain third parties.

During fiscal year 2022, the Company entered into an investment agreement

with Xianning Xiangtian Energy Holdings Group Co., Ltd to acquire 40 % of the equity interests in the company, with total consideration

of $ 13.62 million, which was paid in 2022.

The balance of the investment was sold in 2023, resulting in loss from disposal of $ 10,848,632 .

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

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

The investment was accounted for cost method.

During the years ended December 31, 2024 and 2023,

the Company recognized $ 564,130 and Nil impairment loss for long term investment, respectively.

As of December 31, 2024 and 2023, the

balance of long term investment was $ 1,622,654 and $ 2,257,926 , respectively.

Other payables and accrued liabilities

As of December 31, 2024 and 2023, the balance of other payable and

accrued liabilities was $ 2,535,695 and $ 1,113,560 .

Other payables – third parties are those non-trade payables arising from transactions

between the Company and certain third parties.

Advance From Customer

For our operation, the proceeds received from sales are initially

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

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

respectively.

Due to the generally short-term duration of the relevant contracts, most of the performance obligations are satisfied in

the following reporting period.

For our operation, the proceeds received from sales are initially recorded

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

As of December 31, 2024 and 2023, the outstanding balance of the advance from customers was $ 368,232 and $ 2,456,596 respectively.

to the generally short-term duration of the relevant contracts, most of the performance obligations are satisfied in the following reporting

Related Parties Transaction

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

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

Significant related parties comprised much of

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

As of December 31, 2024 and 2023, the outstanding balance due from

related parties was $ 1,975,729 and $ 315,724 , respectively.

Significant related parties comprised much of the total outstanding balance

as of December 31, 2024 are stated below:

As of December 31,

Amounts due from related parties:

the management of the Shandong Yunchu

the management of the Jingshan Sanhe

These above nontrade receivables arising from

transactions between the Company and certain related parties, such as loans to these related parties.

These loans are unsecured, non-interest

bearing and due on demand.

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

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

The balance was advanced for working capital of the Company, non-interest

bearing, and unsecured unless further disclosed.

Significant parties comprised much of the total

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

Xing Chen the management of the Shandong Yunchu $ 59,431 $ 294,210

Haiyan Xiong the management of the Jingshan Sanhe 1,866,790 -

Jun Lu the management of the Jingshan Sanhe 20,875 21,514

Bin Zhang the management of the Jingshan Sanhe 18,273 -

Yong Yang the management of the Fast 10,360 -

Total $ 1,975,729 $ 315,724

These above nontrade receivables arising from transactions between

the Company and certain related parties, such as loans to these related parties.

These loans are unsecured, non-interest bearing and due

Receivables from Ms.

Haiyan Xiong mainly include advance to Ms.

Haiyan Xiong for procurement of raw material and carriage.

As of December 31, 2024 and 2023, the outstanding balance due to related

parties was $ 4,340,742 and $ 5,803,997 , respectively.

The balance was advanced for working capital of the Company, non-interest bearing,

and unsecured unless further disclosed.

Significant parties comprised much of the total outstanding

balance as of December 31, 2024 and 2023 are stated below:

As of December 31,

Amounts due to related parties:

the spouse of the legal representative of Jilin Chuangyuan

Chief Executive Officer and Chairman of the Company

Bin Zhou Chief Executive Officer and Chairman of the Company $ 1,237,800 $ 1,393,529

Luojie Pu Independent director of the Company 836,190 $ 861,762

Hubei shuang new energy Technology Co., Ltd.

4 unchanged sentences

Previous subsidiary -

Senior managements

Xianning Xiangtian Energy Co., Ltd.

significant impact 68,500 70,595

The changes in the carrying amount of goodwill

by reportable segment are as follows :

Huiying Jin the management of the Xianning Bozhuang 291,803 300,726

Yiming Qian the management of the Fast -

Yang Yong the management of the Fast -

Ye Zhang the management of the Shanghai Shuning 15,909 14,985

Total $ 4,340,742 $ 5,803,997

The balance was advanced for working capital of the

Company, non-interest bearing, and unsecured unless further disclosed.

The changes in the carrying amount of goodwill by

reportable segment are as follows:

Shandong Yunchu

Balance as of December 31, 2022

1 unchanged sentence

Goodwill impairment

( 7,193,965 )

( 3,191,897 )

Disposal of subsidiaries

( 1,026,337 )

Balance as of December 31, 2023

1 unchanged sentence

Goodwill impairment

Balance as of March 31, 2023

At December 31, 2023, the Company performed its

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

Balance as of December 31, 2024

As of December 31, 2024, the Company performed

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

in our December 31, 2024 test.

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

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

The outstanding balances on short-term bank loans

consisted of the following:

Rural Credit Cooperatives of Jilin Province, Jilin Branch

Due in November 2026

Tonghua Dongchang Yuyin Village Bank Co., LTD

As of December 31, 2024 and 2023, the carrying amount of the Company’s

goodwill was $ 4,724,699 .

The outstanding balances on short-term and long-term

bank loans consisted of the following:

Interest As of December 31,

Lender Maturities rate 2024 2023

Jingshan City branch of Postal Saving Bank of China Due in January 2025 3.85 % $ 1,367,283 $ -

Hubei Jingshan Rural Commercial Bank Co.

Due in June 2026 4 % 410,998 -

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

used as collateral for Jiling Branch.

The short-term bank loan which is denominated in Renminbi was primarily obtained for general working

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

general working capital.

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

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

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

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

Interest expense for the years

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

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

Republic of China agreed to purchase an aggregate of 7,000,000 shares of the Company’s common stock, par value $ 0.001 per

share, for an aggregate purchase price of $ 7,000,000 , representing a purchase price of $ 1.00 per Share.

8, 2022, Planet Green Holdings Corporation (Nevada) issued an aggregate of 7,500,000 shares of common stock to the equity holders

of Allinyson Ltd.

for the acquisition of 100 % of the equity interest of Allinyson Ltd.

2022, the Company entered into a Securities Purchase Agreement, pursuant to which two investors agreed to purchase an aggregate of 10,000,000 shares

of the Company’s common stock, par value $ 0.001 per share, for an aggregate purchase price of $ 4,100,000 , representing a purchase

price of $ 0.41 per Share.

20, 2022, the Company acquired 30 % equity interest of the Xianning Xiangtian Energy Holdings Group Co., Ltd.

and the Company issued 12,000,000 shares

of common stock to the Sellers.

As of December

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

the figure reported as at December 31, 2022.

Hubei Jingshan Rural Commercial Bank Co.

Due in August 2027 4.58 % 273,999 -

Bank overdraft 221 -

Total $ 2,052,501 $ -

The loan from the Jingshan City branch of Postal

Savings Bank of China was obtained to support general working capital, with a comprehensive guarantee provided by Mr.

Zhou Bin, the Company’s

CEO, and Hubei Bryce Technology Co., Ltd., which is under the company’s control.

The loan from the Hubei Jingshan Rural Commercial

was obtained to support general working capital, with certain buildings and land use rights of Hubei Ruishengchang Industrial

in the amount of $ 493,198 pledged as collateral, as well as comprehensive guarantee provided by Mr.

Zhou Bin, Mr.

senior management of the Company, Mr.

Wei Ge, a third-party individual, Hubei Bryce Technology Co., Ltd.

and Hubei Ruishengchang Industrial

Co., Ltd., which is under control of Ms.

Interest expense for the years ended December 31,

2024 and 2023 was $ 70,542 and $ 10,736 , respectively.

On May 31, 2024, every ten shares of the Common Stock

issued and outstanding or held as treasury stock will be automatically converted into one new share of Common Stock.

The total number

of shares of Common Stock authorized for issuance will then be reduced by a corresponding proportion The par value per share of the Common

Stock will remain unchanged at $ 0.001 per share.

As of December 31, 2024, the number of common stock

remained unchanged at 7,282,714 with no new issuances recorded during the year, consistent with the figure reported as at December 31,

United States

On December 22, 2017, the “Tax Cuts and

Jobs Act” (the “Act”) was enacted.

On December 22, 2017, the “Tax Cuts and Jobs

Act” (the “Act”) was enacted.

Under the provisions of the Act, the U.S.

28 unchanged sentences

taxes in Hong Kong on remittance of dividends.

The Company PRC subsidiaries and VIEs and their

controlled entities are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is

calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices

in respect thereof.

Under the Enterprise Income Tax Laws of the PRC, Chinese enterprises are subject to income tax at a rate of 25 % after

appropriate tax adjustments.

The Company PRC subsidiaries and VIEs and their controlled

entities are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated

at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect

Under the Enterprise Income Tax Laws of the PRC, Chinese enterprises are subject to income tax at a rate of 25 % after appropriate

tax adjustments.

Significant components of the income tax expense

consisted of the following for the years ended December 31, 2024 and 2023:

For the Years Ended

Loss attributed to PRC operations

3 unchanged sentences

( 12,034,102 )

( 12,212,918 )

Income attributed to Canada operations

5 unchanged sentences

( 1,709,495 )

( 1,546,414 )

Effect of tax exemption granted

4 unchanged sentences

Per share effect

The Company evaluated the provisions of ASC 740

related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.

ASC 740 prescribes

a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects

to take in its tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination

by taxing authorities.

Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized

and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount

of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s

potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions

The Company evaluated the provisions of ASC 740 related

to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.

ASC 740 prescribes a comprehensive

model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing

Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured

pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating

loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential

future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

Reconciliation of effective income tax rate from

continuing operations is as follows for the years ended December 31, 2024 and 2023:

For the Years Ended

federal statutory income tax rate

7 unchanged sentences

$ ( 20,843,796 )

Basic and diluted (loss) earnings per share denominator:

Original Shares at the beginning:

Additions from Actual Events -issuance of common stock for cash

Additions from Actual Events – issuance of common stock for acquisition

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

Basic Weighted Average Shares Outstanding

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

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

(Loss) income per common shareholders - Basic and diluted

Loss per share from continuing operations - Basic and diluted

Income (loss) per share from discontinued operations-Basic and diluted

Basic and diluted weighted average shares outstanding

Concentrations

Concentrations :

Customers Concentrations:

The following table sets forth information about

each customer that accounted for 10% or more of the Company’s revenues for the years ended December 31, 2024 and 2023.

For the years ended

For the Years Ended December 31,

Suppliers Concentrations

1 unchanged sentence

each supplier that accounted for 10% or more of the Company’s purchase for the years ended December 31, 2024 and 2023.

For the years ended

The Company’s deposits are made with banks located in the PRC.

They do not carry federal deposit insurance and may be subject to loss of the banks become insolvent.

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

For the Years Ended December 31,

The Company’s deposits are made

with banks located in the PRC.

Cash maintained in banks within the People’s Republic of China of less than RMB 0.5 million (equivalent

to $ 68,500 ) per bank are covered by “deposit insurance regulation” promulgated by the State Council of the People’s

Republic of China.

Since the Company’s inception,

the age of account receivables has been less than one year, indicating that the Company is subject to the minimal risk borne from credit

extended to customers.

Interest risk

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

The Company is subject to interest

rate risk when short-term and long-term loans become due and require refinancing.

Economic and political risks

The Company’s operations are conducted in the PRC.

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

The Company’s operations are

conducted in the PRC.

Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes

in the political, economic, and legal environments in the PRC.

Contingencies

The Group records accruals for certain of its outstanding

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

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

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

The Group discloses the amount of

the accrual if it is material.

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

The Company records accruals for certain of its outstanding legal proceedings

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

The Company evaluates,

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

that would make a loss contingency both probable and reasonably estimable.

The Company discloses the amount of the accrual if it is material.

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

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

However, if the loss (or an additional

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

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

it is immaterial or an estimate cannot be made.

2 unchanged sentences

Management is often unable to estimate the loss

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

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

jurisdictions.

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

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

The Company has analyzed its operations

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

not have any material contingency events to disclose.

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

there is a lack of clear or consistent interpretation of laws specific to the industry-specific complaints among different jurisdictions.

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

fine, penalty or business impact, if any.

On July 27, 2023, Daqi Cui, a former employee,

filed a complaint against the Company in Queens County, the Supreme Court of the State of New York, asserting claims of breach of employment

contract, seeking $ 609,145 in damages as well as attorneys’ fees and costs.

On November 6, 2023, the Company filed a motion to move

the case to the United States District Court, Eastern District of New York for an Order to dismiss with prejudice.

On July 29, 2024, Complaint

was dismissed by the Eastern District of New York.

However, Plaintiff was granted leave to file an amended complaint within 30 days after

entry of the order.

Subsequently, the Plaintiff filed an amended complaint against the Company and the Company has moved to dismiss the

amended complaint.

On July 8, 2024, China Supply and Marketing Agricultural

Products Co., Ltd.

(“China Supply and Marketing”)filed a lawsuit against Shandong Yunchu, Li Honghu, the legal representative

of Shandong Yunchu International Trade Co., Ltd.

(“Qingdao Sirun”), and Jiayi Technologies.

Shandong Yunchu and Qingdao Sirun

entered into two entrusted import contracts with China Supply and Marketing in 2021 and 2022, respectively.

China Supply and Marketing

made phased payments to the foreign suppliers, while Shandong Yunchu and Qingdao Sirun paid China Supply and Marketing and collected part

of the goods.

However, an outstanding amount of RMB 7,012,335 (equivalent to $ 960,686 ) remained, consisting of unpaid balances and uncollected

It is claimed that, on September 13, 2023, Shandong Yunchu, Qingdao Sirun, and China Supply and Marketing entered into a debt transfer

agreement, under which Shandong Yunchu assumed all remaining debt obligations of Qingdao Sirun, including outstanding payments and uncollected

Li Honghu, the legal representative of Shandong Yunchu, signed the debt transfer agreement as a guarantor and affixed his fingerprint.

Jiayi Technology, as the sole shareholder of Shandong Yunchu, was included in the lawsuit under corporate law, with China Supply and Marketing

seeking joint liability from Jiayi Technology for Shandong Yunchu’s debts.

Shandong Yunchu contended that it never agreed to assume

Qingdao Sirun’s debt obligations and never signed any debt transfer agreement.

It further argued that the debt transfer agreement

presented by the plaintiff contained a forged signature and fingerprint of Li Honghu, and requested a forensic examination to verify the

authenticity of the document.

Jiayi Technology claimed that it had already fulfilled its capital contribution to Shandong Yunchu and should

not bear any joint liability.

Yongan Construction Engineering Co., Ltd.

filed a lawsuit against Xianning

Bozhuang over outstanding construction project payments.

On April 22, 2024, the court ruled that Xianning Bozhuang must pay RMB 867,326

(equivalent to $ 118,823 ) in construction project fees along with interest calculated at an annual rate of 3.8 % from January 1, 2022, until

the full amount is settled.

The judgment took effect on May 7, 2024, and Xianning Bozhuang is currently in the process of making payments

toward the outstanding debt.

As of December 31, 2024, cash in the amount of $ 1,234 was restricted by court due to this lawsuit.

Jianfa Logistics (Fuzhou) Co., Ltd.

sued Shandong Yunchu for failing

to pay RMB 2,817,441 (equivalent to $ 385,988 ) under an agency import contract, along with a penalty of RMB 375,294 (equivalent to $ 51,415 ).

Additionally, Jianfa Logistics sought to hold Shandong Yunchu’s shareholder, Xianning Jiayi, jointly liable for the debt.

11, 2024, the court ruled that Shandong Yunchu is responsible for repaying the outstanding amount, with Xianning Jiayi assuming joint

However, Xianning Jiayi argued that it had already fulfilled its capital contribution obligations and should not bear any joint

As a result, it has filed an appeal with the higher court.

Subsequent Events

The Company evaluates subsequent

events that have occurred after the balance sheet date but before the financial statements are issued.

There are two types of subsequent

(1) recognized, or those that provide additional evidence with respect to conditions that existed at the dates of the balance

sheets, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide

evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date.

has analyzed its operations subsequent to December 31, 2023 to the date these audited consolidated financial statements were issued, and

has determined that it does not have any material events to disclose.

The Company evaluates subsequent events that have

occurred after the balance sheet date but before the financial statements are issued.

There are two types of subsequent events:

(1) recognized,

or those that provide additional evidence with respect to conditions that existed at the dates of the balance sheets, including the estimates

inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions

that did not exist at the date of the balance sheet but arose subsequent to that date.

The Company has analyzed its operations subsequent

to December 31, 2024 to the date these audited consolidated financial statements were issued, and has determined that it does not have

any material events to disclose.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures