PLAG filing — read by section

Item 9A. Controls and Procedures

ITEM 9A. CONTROLS AND PROCEDURES 
 
 Disclosure Controls and Procedures 
 
 We maintain disclosure controls and procedures
(as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in Exchange
Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and
that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure.
 
 As required by Rule 13a-15 under the Exchange Act,
our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls
and procedures as of December 31, 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
Reporting. 
 
 Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under
the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted
an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management
concluded that, as of December 31, 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. GAAP”). We did not have sufficient and skilled accounting personnel
with an appropriate level of experience in the application of U.S. GAAP commensurate with our financial reporting requirements. For example,
our staff members do not hold licenses such as Certified Public Accountant or Certified Management Accountant in the U.S., have not attended
U.S. institutions for training as accountants, and have not attended extended educational programs that would provide sufficient relevant
education relating to U.S. GAAP. Our staff will require substantial training to meet the demands of a U.S. public company and our staff’s
understanding of the requirements of U.S. GAAP-based reporting are inadequate.
 
 22 

 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. GAAP. Our internal control over financial reporting includes those policies and procedures that:
 
 (i) 
 pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; 

 (ii) 
 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements under U.S. GAAP, and that our receipts and expenditures are being made only under authorizations of our management and directors; and 

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

 Management, including our Chief Executive Officer
and Chief Financial Officer, does not expect our internal controls to prevent or detect all misstatements. No matter how well designed
and operated, a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of such controls must
be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls
can provide absolute assurance that all control issues and instances of misstatements, if any, have been detected or prevented. Also,
projections of any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls
may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
 
 ITEM 9B. OTHER INFORMATION. 
 
 None .
 
 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS. 
 
 Not Applicable.
 
 23 

 PART III 
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 
 
 Directors and Officers 
 
 The following table sets forth the name, age and
position of each of our current directors and officers.
 
 Name 
 
 Age 
 
 Position 

 Bin Zhou 
 
 35 
 
 Chairman and Chief Executive Officer 

 Lili Hu 
 
 47 
 
 Chief Financial Officer 

 Luojie Pu 
 
 37 
 
 Director 

 King Fai Leung 
 
 52 
 
 Director 

 Yang Cao 
 
 32 
 
 Director 

 Mr. Bin Zhou has served as a director of
the Company since May 2019 and served as our Chief Executive Officer and Chairman since October 2020. He has served as chairman of the
board of directors of Xianning Bozhuang since March 2019. Mr. Zhou was the general manager and legal representative of Hubei Qianding
Equipment Manufacturing Co., Ltd., a mechanical equipment manufacturing company, from March 2016 to March 2019. He also served as supervisor
of Hubei Henghao Real Estate Development Co., Ltd., a real estate development company, from April 2014 to June 2018. Mr. Zhou received
his Bachelor of Law degree from National Judges College in Beijing, China.
 
 Ms. Lili Hu has served as the Chief Financial
Officer of the Company since June 2019. She has over ten years of accounting experiences. Ms. Hu has served as the financial director
of Xianning Bozhuang Tea Products Co., Ltd., a wholly-owned subsidiary of the Company, since July 2018. From June 2016 to June 2018, Ms.
Hu worked as an audit project manager with Hubei Puhua Lixin LLP, an audit firm in Hubei, China. From May 2014 to May 2016, Ms. Hu was
a financial manager of Houfu Medical Device Co., Ltd., a medical device company in China. From January 2009 to December 2013, Ms. Hu served
as the financial director of Hebei Rentian Gaopeng Mechanical Co., Ltd., a manufacturing company in China. From January 2006 to June 2008,
Ms. Hu was the Chief Financial Officer of Hubei Hongfa Telecommunications Co., Ltd., a telecommunications company in China. Ms. Hu graduated
from Hubei University of Science and Technology with a major in accounting. Ms. Hu is a Certified Public Accountant in China.
 
 Ms. Luojie Pu has served as a director of
the Company since August 2022. Ms. Pu has served as the vice general manager of Jinan Hehui financial software service Co., Ltd. since
April 2018. From October 2013 to March 2018, Ms. Pu served as an associate marketing director for Jinan Hengxin Weiye Telecommunication
Equipment Co., Ltd. Ms. Pu received her bachelor’s degree in finance from Shandong University in July 2013. We believe Ms. Pu is
well qualified to serve on the Board because of her extensive finance and management experience.
 
 Mr. King Fai Leung has served as a director
of the Company since July 2019. He has over 20 years’ experience in finance and accounting. He has been the executive director of
Maxima Energy Limited, an energy company in Hong Kong, since December 2018. Mr. Leung has also served as an independent director since
November 2017 and was re-designated in March 2019 as an executive director and Chief Financial Officer of Chineseinvestors.com, Inc.,
a financial information website for Chinese-speaking investors (OTCQB: CIIX). He has also served as an independent director, chairman
of the audit committee and a member of the remuneration and nomination committee of Daisho Microline Holdings Ltd., a Hong Kong-based
investment holding company principally engaged in the manufacture and sales of printed circuit boards (HKG: 0567), since June 2015. In
addition, Mr. Leung served as directors in various public companies, including Kirin Group Holdings Limited, an investment holding company
principally engaged in the financial related business (HKG: 8109), Biostar Pharmaceuticals, Inc., a pharmaceutical and medical nutrient
products company (OTC Pink: BSPM), and Hao Wen Holdings Limited, an investment holding company principally engaged in the manufacture
and trading of biomass fuel in China (HKG: 8019). Mr. Leung earned his Bachelor of Commerce in Accounting and Finance from Deakin University
in Victoria, Australia. He is a Certified Public Account in both Hong Kong and Australia.
 
 24 

 Ms. Yang Cao has served as a director of
the Company since March 2020. She has been practicing commercial law as an attorney with Hubei Zhonghe Law Office. Prior to that, she
served as a legal counsel to Xianning High-Tech Industrial Zone, a municipal government authority providing infrastructure and resources
to high-tech companies, from November 2016 to November 2019. From October 2015 to November 2016, Ms. Cao worked as a compliance officer
at Qingdao Inter-Credit Group Wuhan Branch, a business consulting company. Ms. Cao received her LL.B. degree from Hankou College and an
LL.M. degree from Central China Normal University
 
 There are no arrangements or understandings between
any of our directors, officers and any other person pursuant to which any director was selected to serve as a director or officers of
our company. Directors are elected until their successors are duly elected and qualified. Our executive officers are appointed by our
Board and serve at their discretion. There are no family relationships among our directors or officers.
 
 Board of Directors 
 
 Our Board met on twelve occasions during fiscal
year 2024. 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; and 

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

 King Fai Leung, Yang Cao and Luojie Pu, all of
whom are independent directors under SEC rules and the rules of NYSE American, are currently serving as members of the Audit Committee.
Mr. Leung is the chairman of the Audit Committee and is our audit committee financial expert.
 
 The Audit Committee has adopted a written charter,
a copy of which is available on our website at www.planetgreenholdings.com, and a printed copy of which is available to any stockholder
requesting a copy by writing to: Planet Green Holdings Corp., c/o Board of Director Office, 130-30 31 st Ave, Suite 512, Flushing,
NY, 11354. During the fiscal year ended December 31, 2024, our Audit Committee held three meetings.
 
 Compensation Committee 
 
 The functions of the Compensation Committee are
as follows:
 
 ● 
 to assist our Board in discharging its responsibilities with respect to compensation of our executive officers and directors; 

 ● 
 to evaluate the performance of our executive officers; 

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

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

 25 

 The current members of the Compensation Committee
are Luojie Pu, King Fai Leung and Yang Cao. Ms. Pu is the chairman of the Compensation Committee. All current members of the Compensation
Committee are independent directors, and all past members were independent directors at all times during their service on such Committee.
None of the past or present members of our Compensation Committee are present or past employees or officers of the Company or any of our
subsidiaries. No member of the Compensation Committee has had any relationship with us requiring disclosure under Item 404 of Regulation
S-K. None of our executive officers serves on the Board of Directors or compensation committee of a company that has an executive officer
that serves on our Board of Directors or Compensation Committee.
 
 The Compensation Committee may not delegate its
responsibilities to another committee, individual director or member of management.
 
 The Compensation Committee meets on an annual basis
and holds special meetings as needed. The Compensation Committee meetings may be called by the Committee chairman, the Chairman of the
Board of Directors or a majority of Committee members. The Chief Executive Officer and Chief Financial Officer also provide recommendations
to the Compensation Committee relating to compensation of other executive officers. The Compensation Committee held one meeting in fiscal
year 2024.
 
 Nominating and Corporate Governance 
 
 The Nominating and Corporate Governance assists
the Board of Directors in identifying individuals qualified to become our directors and in determining the composition of the Board of
Directors and its committees. The Nominating and Corporate Governance is responsible for, among other things:
 
 ● to
make recommendations to the Board of Directors with respect to the size and composition of the Board of Directors; 

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

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

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

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

 The current members of the Nominating and Corporate
Governance are Yang Cao, Luojie Pu and King Fai Leung. Ms. Cao is the chairman of the Nominating and Corporate Governance Committee. During
the fiscal year 2023, our Nominating and Corporate Governance Committee held one meeting.
 
 26 

 Stockholder Nominations for Director 
 
 Stockholders may propose candidates for board membership
by writing to: Planet Green Holdings Corp., c/o Board of Director Office, 130-30 31 st Ave, Suite 512, Flushing, NY, 11354.
Any such proposal shall contain the name, holdings of our securities and contact information of the person making the nomination; the
candidate’s name, address and other contact information; any direct or indirect holdings of our securities by the nominee; any information
required to be disclosed about directors under applicable securities laws and/or stock exchange requirements; information regarding related
party transactions with our company and/or the stockholder submitting the nomination; any actual or potential conflicts of interest; the
nominee’s biographical data, current public and private company affiliations, employment history and qualifications and status as
“independent” under applicable securities laws and stock exchange requirements. Nominees proposed by stockholders will receive
the same consideration as other nominees.
 
 Compensation Committee Interlocks and Insider Participation 
 
 None of our officers currently serves, or in the
past year has served, as a member of the Board of Directors or compensation committee of any entity that has one or more officers serving
on our Board of Directors.
 
 Code of Ethics 
 
 Our Board adopted a Code of Ethics that applies
to all of our directors, executive officers, including our principal executive officer, principal financial officer and principal accounting
officer, and employees. The Code of Ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance
with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on
inside information, and reporting of violations of the code. The Code of Ethics is available on our website at http://www.planetgreenholdings.com,
and a copy of the Code of Ethics is available to any stockholder requesting a copy by writing to: Planet Green Holdings Corp., c/o Board
of Director Office, 130-30 31 st Ave, Suite 512, Flushing, NY, 11354. We intend to disclose on our website, in accordance with
all applicable laws and regulations, amendments to, or waivers from, our Code of Ethics.
 
 Legal Proceedings 
 
 To the Company’s knowledge, other than the
litigation brought by Daqi Cui against the Company, there are no material proceedings to which any of our directors and officers or affiliates
of the Company is a party adverse to the Company or has a material interest adverse to the Company.
 
 27 

 ITEM 11. EXECUTIVE COMPENSATION 
 
 Summary Compensation Table 
 
 The following table sets forth information concerning
all forms of compensation earned by our named executive officers during the fiscal years ended December 31, 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 
 
 Year 
 
 Salary 
 
 Bonus 
 
 Stock

Awards 
 
 Option

Awards 
 
 All Other

Compensation 
 
 Total 
 
 (a) 
 
 (b) 
 
 (c) 
 
 (d) 
 
 (e) 
 
 (f) 
 
 (g) 
 
 (h) 
 
 Bin Zhou, 
 
 2024 
 
 $ 
 96,000 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 96,000 
 
 Chairman, Chief Executive Officer and Director 
 
 2023 
 
 $ 
 96,000 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 96,000 
 
 - 
 
 - 
 
 - 
 
 - 
 
 Lili Hu, 
 
 2024 
 
 $ 
 84,000 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 84,000 
 
 Chief Financial Officer Director 
 
 2023 
 
 $ 
 84,000 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 84,000 
 
 - 
 
 - 
 
 - 
 
 - 
 
 Luojie Pu, 
 
 2024 
 
 $ 
 24,000 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 24,000 
 
 Director 
 
 2023 
 
 $ 
 8,000 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 8,000 
 
 King Fai Leung, 
 
 2024 
 
 $ 
 21,600 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 21,600 
 
 Director 
 
 2023 
 
 $ 
 21,600 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 21,600 
 
 Yang Cao, 
 
 2024 
 
 $ 
 24,000 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 24,000 
 
 Director 
 
 2023 
 
 $ 
 24,000 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 - 
 
 $ 
 24,000 
 
 In October 2020, the Board appointed Bin Zhou as
a member of the Board and the Chief Executive Officer. Pursuant to the employment agreement with Mr. Zhou dated October 25, 2022, we are
obligated to pay Mr. Zhou a compensation of $96,000 per year.
 
 In June 2020, the Board appointed Lili Hu to serve
as the Chief Financial Officer. Pursuant to the employment agreement dated June 24, 2022 with Ms. Hu, we are obligated to pay Ms. Hu a
compensation of $84,000 per year. 
 
 In August 2022, the Board appointed Luojie Pu to
serve as the Director. Pursuant to the employment agreement with Ms. Pu, we are obligated to pay Ms. Pu a compensation of $24,000 per
year.
 
 In July 2019, the Board appointed King Fai Leung
to serve as the Director. Pursuant to the employment agreement with Mr. Leung, we are obligated to pay Mr. Leung a compensation of $21,600
per year.
 
 In March 2020 the Board appointed Yang Cao to serve
as the Director. Pursuant to the employment agreement with Ms. Cao, we are obligated to pay Ms. Cao a compensation of $24,000 per year. 
 
 28 

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED SHAREHOLDER MATTERS 
 
 The following table sets forth information regarding
beneficial ownership of our common stock as of March 31, 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 
 Amount and
 nature of
 beneficial
 ownership 
 Percent of
 class 

 5% or Greater Stockholders 
 
 Bin Zhou, Chairman, Chief Executive Officer and Director 
 1,494,200 
 20.51 % 

 Lili Hu, Chief Financial Officer 
 - 
 - 

 Luojie Pu, Director 
 - 
 - 

 King Fai Leung, Director 
 - 
 - 

 Yang Cao, Director 
 - 
 - 

 All executive officers, directors and director nominees as a group (seven individuals) 
 1,494,200 
 20.51 % 

 Changes in Control 
 
 There are currently no arrangements which would
result in a change in control of us.
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE . 
 
 Related Party Transactions 
 
 None.
 
 Policy for Approval of Related Party Transactions 
 
 Our Audit Committee Charter provides that all related
party transactions required to be disclosed under SEC rules are to be reviewed by the Audit Committee.
 
 Director Independence 
 
 NYSE American listing standards require that a
majority of our Board of Directors be independent. An “independent director” is defined generally as a person other than an
officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s
board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of
a director. Our Board of Directors has determined that Luojie Pu, King Fai Leung, Yang Cao are “independent directors” as
defined in the NYSE American listing standards and applicable SEC rules.
 
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. 
 
 Accounting fees consisted of the following as of December 31, 2024
and December 31, 2023:
 
 12/31/2023 
 12/31/2024 

 Accounting fees 
 $ 400,000 
 $ 400,000 

 Total 
 $ 400,000 
 $ 400,000 

 YCM CPA INC. 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. during such periods.
 
 29 

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

 3.1 
 
 Articles of Incorporation of the registrant, as filed with the Nevada Secretary of State on June 15, 2009. Incorporated by reference to Exhibit 3.1 to the registrant’s registration statement on Form S-3 filed on January 29, 2010. 

 3.2 
 
 Certificate of Amendment of the registrant, as filed with the Nevada Secretary of State on September 28, 2018. Incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed on October 2, 2018. 

 3.3 
 
 Bylaws of the registrant. Incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form S-3 filed on January 29, 2010. 

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

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

 14.1 
 
 Business Ethics Policy and Code of Conduct, adopted on April 30, 2007. Incorporated by reference to Exhibit 14 to the registrant’s current report on Form 8-K filed on May 9, 2007. 

 21.1* 
 
 List of subsidiaries of the registrant. 

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

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

 32.1** 
 
 Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 

 32.2** 
 
 Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 

 97.1* 
 
 Planet Green Holdings Corp. Clawback Policy 

 101.INS 
 
 Inline XBRL Instance Document. 

 101.SCH 
 
 Inline XBRL Taxonomy Extension Schema Document. 

 101.CAL 
 
 Inline XBRL Taxonomy Extension Calculation Linkbase Document. 

 101.DEF 
 
 Inline XBRL Taxonomy Extension Definition Linkbase Document. 

 101.LAB 
 
 Inline XBRL Taxonomy Extension Label Linkbase Document. 

 101.PRE 
 
 Inline XBRL Taxonomy Extension Presentation Linkbase Document. 

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

 * 
 Filed herewith 

 ** 
 Furnished herewith 

 ITEM 16. FORM 10-K SUMMARY 
 
 Not applicable.
 
 30 

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

 Date:April 11, 2025 
 By: 
 /s/ Bin Zhou 

 Bin Zhou, Chief Executive Officer and Chairman 

 (Principal Executive Officer) 

 By: 
 /s/ Lili Hu 

 Lili Hu, Chief Financial Officer 

 (Principal Financial and Accounting Officer) 

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

 /s/ Bin Zhou 
 
 Chief Executive Officer and Chairman 
 
 April 11, 2025 

 Bin Zhou 
 
 (Principal Executive Officer) 
 
 /s/ Lili Hu 
 
 Chief Financial Officer and Director 
 
 April 11, 2025 

 Lili Hu 
 
 (Principal Financial Officer and Principal Accounting Officer) 
 
 /s/ Luojie Pu 
 
 Director 
 
 April 11, 2025 

 Luojie Pu 
 
 /s/ King Fai Leung 
 
 Director 
 
 April 11, 2025 

 King Fai Leung 
 
 /s/ Yang Cao 
 
 Director 
 
 April 11, 2025 

 Yang Cao 
 
 31 

 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, 2024 and 2023 
 
 F-4 

 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and 2023 
 
 F-5 

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 
 
 F-7 

 Notes to Consolidated Financial Statements 
 
 F-8 to F-26 

 F- 1 

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM 
 
 To the Board of Directors and the shareholders
of
 
 Planet Green Holdings Corp.
 
 Opinion on the Financial Statements 
 
 We have audited the accompanying consolidated
balance sheets of Planet Green Holdings Corp. and its subsidiaries (collectively, the “Company”) as of December 31, 2024 and
2023, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholder’s equity, and
cash flows for the years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company
as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023,
in conformity with accounting principles generally accepted in the United States of America.
 
 Going Concern 
 
 The accompanying consolidated
financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated
financial statements, the Company records an accumulated deficit as of December 31, 2024, and the Company currently has a working
capital deficit, continued net losses and negative cash flows from operations. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. These consolidated
financial statements do not include any adjustments that might result from the outcome of these uncertainties.
 
 Basis for Opinion 
 
 These consolidated financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial
statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
 
 Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.
 
 Critical Audit Matters 
 
 The critical audit matter communicated below is
matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated
to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and
(2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
 
 F- 2 

 Impairment
of goodwill - evaluation of the carrying value of goodwill 
 
 Description
of the Matter 
 
 As discussed in Note 2 and Note 14 to the consolidated
financial statements, the Company’s goodwill balance was $4.72 million as of December 31, 2024. The Company performs a goodwill
impairment test on an annual basis or whenever events or changes in circumstances indicate that the carrying value of a reporting unit
might exceed its fair value. The Company utilizes a discounted cash flow methodology
to calculate the fair value of its reporting units, which requires management to make significant estimates and assumptions related to
projected revenue growth rates, discount rates, and earnings before interest, taxes, depreciation and amortization (“EBITDA”).
Changes in these assumptions could have a significant impact on the fair value of the reporting unit and the amount of any goodwill impairment
charge. In the year of 2024, the Company performed an annual goodwill impairment test in response to the decline in current market
conditions because of the persistent operating losses. The goodwill was determined to be not impaired.
 
 How We
Addressed the Matter in Our Audit 
 
 Addressing the matter involved evaluating the
Company’s assessment of the value of the reporting unit under the discounted cash flow method. These procedures included (i) We
performed a retrospective review comparing actual revenue and EBITDA results of the reporting unit for 2024 to the forecasted results
from 2023. (ii) We performed a retrospective review comparing management’s estimates and assumptions relating to revenue, EBITDA,
and EBITDA margin projections for the reporting unit used for the purpose of current year’s annual impairment test to the projections
previously used in connection with the prior year annual impairment test. (iii) We evaluated the consistency of estimates and assumptions
relating to revenue and EBITDA growth inherent in the discounted cash flow model for the reporting unit to those used by management in
other annual forecasting activities. (iv) With the assistance of our fair value specialists, we evaluated (1) the valuation methodology
used and (2) the projections of long-term revenue growth and the discount rates by testing the underlying source information, and by developing
a range of independent estimates and comparing those to the rates selected by management. (v) We performed sensitivity analysis.
 
 /s/ YCM CPA INC .
 
 We have served as the Company’s auditor
since 2022. 
 
 PCAOB ID 6781 
 
 Irvine, California 
 
 April 11, 2025
 
 F- 3 

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

 2024 
 2023 

 Assets 
 
 Current assets 
 
 Cash 
 $ 193,919 
 $ 237,214 

 Restricted Cash 
 1,234 
 -
 
 Trade accounts receivable, net 
 2,041,108 
 2,982,880 

 Inventories, net 
 851,739 
 1,424,439 

 Advances to suppliers, net 
 1,038,468 
 5,209,224 

 Other receivables, net 
 263,046 
 324,704 

 Other receivables-related parties 
 1,975,729 
 315,724 

 Prepaid expenses 
 826,123 
 978,803 

 Assets of discontinued operations 
 -
 
 10,890,506 

 Total current assets 
 7,191,366 
 22,363,494 

 Non-current assets 
 
 Plant and equipment, net 
 11,036,281 
 12,280,268 

 Intangible assets, net 
 819,072 
 980,003 

 Construction in progress 
 22,906 
 23,606 

 Long-term investments 
 1,622,654 
 2,257,926 

 Goodwill 
 4,724,699 
 4,724,699 

 Total non-current assets 
 18,225,612 
 20,266,502 

 Total assets 
 $ 25,416,978 
 $ 42,629,996 

 Liabilities and Stockholders’ Equity 
 
 Current liabilities 
 
 Loans-current 
 $ 1,641,503 
 $ -
 
 Accounts payable 
 3,177,188 
 3,017,891 

 Advance from customers 
 368,232 
 2,456,596 

 Taxes payable 
 1,248,758 
 1,205,519 

 Other payables and accrued liabilities 
 2,535,695 
 1,113,560 

 Other payables-related parties 
 4,340,742 
 5,803,997 

 Deferred income 
 -
 
 36,334 

 Liabilities of discontinued operations 
 -
 
 9,525,575 

 Total current liabilities 
 13,312,118 
 23,159,472 

 Non-current liabilities 
 
 Other long-term liabilities 
 -
 
 30,312 

 Loans-noncurrent 
 410,998 
 -
 
 Total non-current liabilities 
 410,998 
 30,312 

 Total liabilities 
 13,723,116 
 23,189,784 

 Commitments and contingencies 
 
 Shareholders’ equity 
 
 Preferred stock: $ 0.001 par value, 10,000,000 shares authorized; none issued and outstanding as of December 31, 2024 and 2023 
 -
 
 -
 
 Common stock: $ 0.001 par value, 100,000,000 shares authorized; 7,282,714 shares issued and outstanding as of December 31, 2024 and 2023 
 7,283 
 7,283 

 Additional paid-in capital 
 155,767,774 
 155,767,774 

 Accumulated deficit 
 ( 148,053,653 ) 
 ( 140,724,597 ) 

 Accumulated other comprehensive income 
 3,972,458 
 4,389,752 

 Total shareholders’ equity 
 $ 11,693,862 
 $ 19,440,212 

 Total liabilities and shareholders’ equity 
 $ 25,416,978 
 $ 42,629,996 

 See Accompanying Notes to the Financial Statements 
 
 F- 4 

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

 2024 
 2023 

 Net revenues 
 $ 6,729,937 
 $ 17,659,671 

 Cost of revenues 
 5,968,345 
 16,076,312 

 Gross profit 
 761,592 
 1,583,359 

 Operating expenses: 
 
 Selling and marketing expenses 
 41,021 
 95,153 

 General and administrative expenses 
 7,327,677 
 7,996,582 

 Research and developing expenses 
 57,080 
 54,929 

 Total operating expenses 
 7,425,778 
 8,146,664 

 Operating loss 
 ( 6,664,186 ) 
 ( 6,563,305 ) 

 Other income (expenses) 
 
 Interest income 
 396 
 371 

 Interest expenses 
 ( 70,542 ) 
 ( 10,736 ) 

 Other income 
 90,158 
 112,462 

 Other expenses 
 ( 813,019 ) 
 ( 306,191 ) 

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

 Loss on disposal of equity investments 
 -
 
 ( 10,848,632 ) 

 Total other expenses 
 ( 793,007 ) 
 ( 11,621,470 ) 

 Loss before income taxes 
 ( 7,457,193 ) 
 ( 18,184,775 ) 

 Income tax expenses 
 -
 
 ( 35,303 ) 

 Loss from continuing operations 
 ( 7,457,193 ) 
 ( 18,220,078 ) 

 Discontinued operations: 
 
 Income (loss) from discontinued operations 
 128,137 
 ( 2,623,718 ) 

 Net loss 
 ( 7,329,056 ) 
 ( 20,843,796 ) 

 Foreign currency translation adjustment 
 ( 417,294 ) 
 ( 302,490 ) 

 Total comprehensive loss 
 $ ( 7,746,350 ) 
 $ ( 21,146,286 ) 

 Loss per share of common stock - basic and diluted 
 
 Continuing operations 
 $ ( 1.02 ) 
 $ ( 2.50 ) 

 Discontinued operations 
 $ 0.02 
 $ ( 0.36 ) 

 Basic and diluted weighted average shares outstanding 
 7,282,714 
 7,282,714 

 See Accompanying Notes to the Financial Statements
 
 F- 5 

 Planet Green Holdings Corp. 
 
 Consolidated Statements of Changes in Stockholders’
Equity 
 
 For the Years Ended December 31, 2024 and 2023 
 
 Common Stock 
 Additional 
 
 Accumulated 
 Other 
 
 Number of 
 Shares 
 Amount 
 Paid-in 
 Capital 
 Accumulated 
 Deficit 
 Comprehensive 
 Income 
 Total
 Equity 

 Balance as of December 31, 2022 
 7,282,714 
 $ 7,283 
 $ 155,767,774 
 $ ( 119,880,801 ) 
 $ 4,692,242 
 $ 40,586,498 

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

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

 Balance as of December 31, 2023 
 7,282,714 
 $ 7,283 
 $ 155,767,774 
 $ ( 140,724,597 ) 
 $ 4,389,752 
 $ 19,440,212 

 Net loss 
 - 
 -
 
 -
 
 ( 7,329,056 ) 
 -
 
 ( 7,329,056 ) 

 Foreign currency translation adjustment 
 - 
 -
 
 -
 
 -
 
 ( 417,294 ) 
 ( 417,294 ) 

 Balance as of December 31, 2024 
 7,282,714 
 $ 7,283 
 $ 155,767,774 
 $ ( 148,053,653 ) 
 $ 3,972,458 
 $ 11,693,862 

 See Accompanying Notes to the Financial Statements
 
 F- 6 

 Planet Green Holdings Corp. 
 
 Consolidated Statements of Cash Flows 
 
 For the Years Ended
 December 31, 

 2024 
 2023 

 CASH FLOWS FROM OPERATING ACTIVITIES: 
 
 Net loss 
 $ ( 7,329,056 ) 
 $ ( 20,843,796 ) 

 Less: income (loss) from discontinued operations 
 ( 128,137 ) 
 2,623,718 

 Net loss from continuing operations 
 ( 7,457,193 ) 
 ( 18,220,078 ) 

 Adjustments to reconcile net loss to cash provided by (used in) operating activities: 
 
 Depreciation 
 895,205 
 968,594 

 Amortization 
 133,750 
 139,576 

 Allowance for doubtful accounts 
 3,388,459 
 1,813,112 

 Loss on disposal of equity investments 
 -
 
 10,848,632 

 Impairment of long-term investments 
 564,130 
 -
 
 Share of losses from equity method investments 
 -
 
 568,744 

 Loss on disposal of plant and equipment 
 2,525 
 -
 
 Changes in operating assets and liabilities, net of effects of acquisitions and disposals: 
 
 Trade receivables 
 ( 1,009,402 ) 
 ( 2,683,537 ) 

 Inventories 
 538,070 
 1,737,130 

 Advances to suppliers 
 4,190,826 
 ( 446,632 ) 

 Other receivables 
 1,338 
 17,370 

 Accounts payable 
 523,086 
 ( 89,674 ) 

 Advance from customer 
 ( 2,040,664 ) 
 ( 103,544 ) 

 Other payables and accrued liabilities 
 1,183,393 
 ( 408,087 ) 

 Taxes payable 
 58,920 
 165,227 

 Deferred income 
 ( 14,600 ) 
 ( 15,610 ) 

 Other long-term liabilities 
 ( 29,199 ) 
 -
 
 Net cash provided by (used in) operating activities from continuing operations 
 928,644 
 ( 5,708,777 ) 

 Net cash provided by operating activities from discontinued operations 
 -
 
 426,434 

 Net cash provided by (used in) operating activities 
 928,644 
 ( 5,282,343 ) 

 CASH FLOWS FROM INVESTING ACTIVITIES: 
 
 Purchase of plant and equipment 
 ( 7,506 ) 
 ( 26,371 ) 

 Proceeds from disposal of equity method investments 
 -
 
 2,767,860 

 Cash received from disposal of plant and equipment 
 2,085 
 -
 
 Net cash provided by (used in) operating activities from continuing operations 
 ( 5,421 ) 
 2,741,489 

 Net cash provided by operating activities from discontinued operations 
 -
 
 ( 270,374 ) 

 Net cash provided by (used in) investing activities 
 ( 5,421 ) 
 2,471,115 

 CASH FLOWS FROM FINANCING ACTIVITIES: 
 
 Proceeds from bank loans 
 2,082,060 
 -
 
 Changes in related party balances, net 
 ( 3,054,165 ) 
 3,095,779 

 Net cash (used in) provided by continuing financing activities 
 ( 972,105 ) 
 3,095,779 

 Net cash used in financing activities from discontinued operations 
 -
 
 ( 207,555 ) 

 Net cash (used in) provided by financing activities 
 ( 972,105 ) 
 2,888,224 

 Net (decrease) increase in cash and restricted cash 
 ( 48,882 ) 
 76,996 

 EFFECT OF EXCHANGE RATE ON CASH AND RESTRICTED CASH 
 6,821 
 66,731 

 CASH AND RESTRICTED CASH AT BEGINNING OF YEAR 
 237,214 
 93,487 

 CASH AND RESTRICTED CASH AT END OF YEAR 
 $ 195,153 
 $ 237,214 

 Supplemental cash flow information 
 
 Interest received 
 $ 396 
 $ 1,199 

 Interest paid 
 $ 70,542 
 $ 497,306 

 Reconciliation of cash and restricted cash reported in the statement of financial position 
 
 Cash 
 $ 193,919 
 $ 237,214 

 Restricted cash 
 1,234 
 -
 
 Total cash and restricted cash 
 $ 195,153 
 $ 237,214 

 See Accompanying Notes to the Financial Statements
 
 F- 7 

 PLANET GREEN HOLDINGS CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
 
 1. Organization and Principal Activities 

 Planet Green Holdings Corp. (the “Company”
or “PLAG”) is a holding company incorporated in Nevada. We are engaged in various businesses through our subsidiaries and
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. On
December 9, 2020, Lucky Sky Petrochemical Technology (Xianning) Co., Ltd. changed its name to Jiayi Technologies (Xianning) Co., Ltd.
(“Jiayi Technologies” or “WFOE”)

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

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

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

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

 On January 6, 2021, Planet Green Holdings Corporation
(Nevada) issued an aggregate of 2,200,000 shares of common stock of the Company to the equity holders of Jingshan Sanhe Luckysky New Energy
Technologies Co., Ltd in exchange for the transfer of 85 % of the equity interest of Jingshan Sanhe Luckysky New Energy Technologies Co.,
Ltd to the Jiayi Technologies (Xianning) Co., Ltd.
 
 F- 8 

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

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

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

 On September 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. 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. 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
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. As of September 30, 2022, Hubei Bryce Technology Co., Ltd. has
hold 100 % shares of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. after the alteration of shareholders.

 Consolidation of Variable Interest Entity 

 On March 9, 2021, through Jiayi Technologies (Xianning) Co., Ltd.(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
as a VIE.

 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
 
 F- 9 

 Consultation and Service Agreement 

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

 Business Cooperation Agreement 

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

 Equity Pledge Agreements 

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

 Equity Option Agreements 

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

 Voting Rights Proxy Agreements 

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

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

 Enterprise-Wide Disclosure 

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

 Going Concern 

 The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern; however, the Company has incurred a net loss 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
$ 928,644 .

 These factors raise substantial doubt on the Company’s
ability to continue as a going concern. 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.
 
 2. Summary of Significant Accounting Policies 

 Basis of Presentation 
 
 Management has prepared the accompanying financial
statements and these notes according to generally accepted accounting principles in the United States (“GAAP”). The Company
maintains its general ledger and journals with the accrual method accounting.
 
 Principles of Consolidation 
 
 Details of the Subsidiaries of the Company as of
December 31, 2024 are set below:
 
 Name of Company Place of 
 incorporation Attributable equity
 interest % Registered
 capital 
 Promising Prospect BVI Limited The British Virgin Islands 100 $ 10,000 
 Promising Prospect HK Limited Hong Kong 100 1 
 Jiayi Technologies (Xianning) Co., Ltd. PRC 100 2,000,000 
 Fast Approach Inc. Canada 100 79 
 Shanghai Shuning Advertising Co., Ltd. (a subsidiary of FAST) PRC 100 -
 
 Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. PRC 100 4,710,254 
 Xianning Bozhuang Tea Products Co., Ltd. PRC 100 6,277,922 
 Bless Chemical Co., Ltd (a subsidiary of Shine Chemical) Hong Kong 100 　 10,000 
 Hubei Bryce Technology Co., Ltd. (a subsidiary of Bless Chemical) PRC 100 　 30,000,000 
 Shandong Yunchu Supply Chain Co., Ltd PRC 100 5,000,000 
 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.
 
 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’
equity.
 
 F- 11 

 Use of Estimates 
 
 The financial statements preparation requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting
periods. Management evaluates estimates, including the allowance for credit losses of accounts receivable, amounts due from related parties
and equity investments, the useful lives of our property and equipment, impairment of long-lived assets, long-term investments and goodwill,
etc. Management bases the estimates on historical experience and on various other assumptions that are believed to be reasonable, the
results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ
from these estimates.
 
 Cash and 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
the Company.
 
 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, 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
necessary.
 
 Plant and Equipment 
 
 Plant and equipment are carried at cost less accumulated depreciation.
Depreciation is provided over their estimated useful lives, using the straight-line method. The Company typically applies a salvage value
of 0 % to 5 %. The estimated useful lives of the plant and equipment are as follows: 
 
 Buildings 
 
 20 - 40 years 
 
 Machinery and equipment 
 
 1 - 10 years 
 
 Motor vehicles 
 
 5 - 10 years 
 
 Office equipment 
 
 5 - 20 years 
 
 The cost and related accumulated depreciation
of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss is included in the Company’s results
of operations. The costs of maintenance and repairs are recognized as incurred; significant renewals and betterments are capitalized.
 
 F- 12 

 Intangible Assets 
 
 Intangible assets are carried at cost less accumulated
amortization. Amortization is provided over their useful lives, using the straight-line method. The estimated useful lives of the intangible
assets are as follows: 
 
 Land use rights 50 years 
 Software licenses 2 years 
 Trademarks 10 years 
 
 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. Depreciation
is not provided for assets classified in this account.
 
 Goodwill 
 
 Goodwill represents the excess of the purchase
price over the fair value of the net identifiable assets acquired in a business combination. The Company conducts an annual assessment
of its goodwill for impairment. If the carrying value of its goodwill exceeds its fair value, then impairment has been incurred; accordingly,
a charge to the Company’s operations results will be recognized during the period. Impairment losses on goodwill are not reversed.
Fair value is generally determined using a discounted expected future cash flow analysis.
 
 Impairment of Long-lived Assets 
 
 The Company annually reviews its long-lived assets
for impairment or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment
may become obsolete from a difference in the industry, introduction of new technologies, or if the Company has inadequate working capital
to utilize the long-lived assets to generate adequate profits. Impairment is present if the carrying amount of an asset is less than its
expected future undiscounted cash flows.
 
 If an asset is considered impaired, a loss is
recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported
lower the carrying amount or fair value fewer costs to selling.
 
 Statutory Reserves 
 
 Statutory reserves refer to the amount appropriated
from the net income following laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be
used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on
an annual basis, an amount equal to 10 % of its profit. Such an appropriation is necessary until the reserve reaches a maximum equal to
 50 % of the enterprise’s PRC registered capital.
 
 Foreign Currency Translation 
 
 The accompanying financial statements are presented
in United States dollars. The functional currency of the Company is the Renminbi (RMB). The Company’s assets and liabilities are
translated into United States dollars from RMB at year-end exchange rates. Its revenues and expenses are translated at the average exchange
rate during the period. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. 
 
 12/31/2024 
 
 12/31/2023 
 
 12/31/2022 
 
 Period-end US$: CDN$ exchange rate 
 
 1.4400 
 
 1.3196 
 
 1.3554 
 
 Period-end US$: RMB exchange rate 
 
 7.2993 
 
 7.0827 
 
 6.9646 
 
 Period-end US$: HK exchange rate 
 
 7.7677 
 
 7.8157 
 
 7.7967 
 
 Period average US$: CDN$ exchange rate 
 
 1.3699 
 
 1.3452 
 
 1.3012 
 
 Period average US$: RMB exchange rate 
 
 7.1957 
 
 7.0467 
 
 6.7261 
 
 Period average US$: HK exchange rate 
 
 7.8030 
 
 7.8282 
 
 7.8310 
 
 The RMB is not freely convertible into foreign currencies,
and all foreign exchange transactions must be conducted through authorized financial institutions. 
 
 F- 13 

 Revenue Recognition 
 
 The Company adopted ASC 606 “Revenue Recognition.”
It recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration
we expect to be entitled to in exchange for those goods or services.
 
 The Company derives its revenues from selling
explosion-proof skid-mounted refueling device, SF double-layer buried oil storage tank, high-grade synthetic fuel products, industrial
formaldehyde solution, urea-formaldehyde pre-condensate (UFC), methylal, urea-formaldehyde glue for environment-friendly artificial board
chemicals, food products like frozen fruits, beef & mutton products and vegetables and tea products. The Company 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; 

 ● 
 identify the performance obligations in the contract; 

 ● 
 determine the transaction price; 

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

 ● 
 Recognize revenue as the performance obligation is satisfied. 

 Advertising 
 
 All advertising costs are expensed as incurred.
 
 Shipping and Handling 
 
 All outbound shipping and handling costs are expensed
as incurred.
 
 Research and Development 
 
 All research and development costs are expensed
as incurred.
 
 Retirement Benefits 
 
 Retirement benefits in the form of mandatory government-sponsored
defined contribution plans are charged to either expense as incurred or allocated to inventory as part of overhead.
 
 Income Taxes 
 
 The Company accounts for income tax using an asset
and liability approach and recognizes deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are
provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets. If it is more likely
than not, these items will either expire before the Company can realize their benefits or uncertain future realization.
 
 F- 14 

 Comprehensive Income 
 
 The Company uses Financial Accounting Standards
Board (“FASB”) ASC Topic 220, “Reporting Comprehensive Income.” Comprehensive income is comprised of net income
and all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders
due to investments by stockholders.
 
 Earnings Per Share 
 
 The Company computes earnings per share (“EPS”)
following ASC Topic 260, “Earnings per share.” Basic EPS is measured as the income or loss available to common shareholders
divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per-share basis
from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive impacts of potentially
convertible securities are calculated using the as-if method; the potentially dilutive effect of options or warranties are computed using
the treasury stock method. Potentially anti-dilutive securities (i.e., those that increase income per share or decrease loss per share)
are excluded from diluted EPS calculation. 
 
 Fair Value Measurements of Financial Instruments 
 
 The Company’s financial instruments, including
cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities, and short-term debt, have carrying
amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,”
requires disclosing the Company’s fair value of financial instruments. ASC Topic 825, “Financial Instruments,” defines
fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements
for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities qualify
as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such
instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined
as follows:
 
 ● 
 Level 1 - inputs to the valuation methodology used quoted prices for identical assets or liabilities in active markets. 

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

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

 Lease 
 
 Effective December 31, 2018, 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.
 
 F- 15 

 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 
 
 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 
 
 From time to time, the Company is a party to various
legal actions arising in the ordinary course of business. The majority of these claims and proceedings related to or arise from commercial
disputes. The Company first determine whether a loss from a claim is probable, and if it is reasonable to estimate the potential loss.
The Company accrues costs associated with these matters when they become probable, and the amount can be reasonably estimated. Legal costs
incurred in connection with loss contingencies are expensed as incurred. Also, the Company disclose a range of possible losses, if a loss
from a claim is probable but the amount of loss cannot be reasonably estimated, which is in line with the applicable requirements of Accounting
Standard Codification 450. The Company’s management does not expect any liability from the disposition of such claims and litigation
individually or in the aggregate would have a material adverse impact on the Company’s consolidated financial position, results
of operations and cash flows.
 
 Recent Accounting Pronouncements 
 
 In 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
statements.
 
 F- 16 

 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). The
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. 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 statements.
 
 In January 2025, the FASB issued ASU 2025-01,
Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective
Date. 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.
 
 3. 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
disposed.

 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
 December 31, 

 2024 
 2023 

 Revenues 
 $ 196,318 
 $ 9,460,565 

 Cost of revenues 
 220,473 
 9,611,285 

 Gross profit 
 ( 24,155 ) 
 ( 150,720 ) 

 Operating expenses: 
 
 Selling and marketing expenses 
 81,122 
 803,707 

 General and administrative expenses 
 1,107,937 
 1,040,015 

 Research & developing expenses 
 78,562 
 214,586 

 Total operating expenses 
 1,267,621 
 2,058,308 

 Income from discontinued operations 
 ( 1,291,776 ) 
 ( 2,209,028 ) 

 Other income (expenses) 
 
 Interest income 
 -
 
 828 

 Interest expenses 
 ( 542,800 ) 
 ( 486,570 ) 

 Other income 
 1,967,650 
 71,325 

 Other expenses 
 ( 4,937 ) 
 ( 273 ) 

 Total other income (expense) 
 1,419,913 
 ( 414,690 ) 

 Income (loss) before income taxes 
 128,137 
 ( 2,623,718 ) 

 Income taxes provision 
 -
 
 -
 
 Net income (loss) from discontinued operations 
 $ 128,137 
 $ ( 2,623,718 ) 

 F- 17 

 Assets and liabilities of the discontinued operations:

 As of
 December 31, 

 2023 

 CURRENT ASSETS: 
 
 Cash 
 $ 199,169 

 Trades accounts receivable, net 
 177,445 

 Inventories 
 528,624 

 Advances to suppliers 
 106,971 

 Other receivables 
 25,280 

 TOTAL CURRENT ASSETS 
 1,037,489 

 NON-CURRENT ASSETS: 
 
 Property and equipment, net 
 7,991,576 

 Land use rights, net 
 1,854,099 

 Construction in progress 
 7,342 

 TOTAL ASSETS 
 $ 10,890,506 

 CURRENT LIABILITIES: 
 
 Accounts payable 
 $ 580,356 

 Advance from customers 
 7,723 

 Taxes payable 
 37,541 

 Other payables and accrued liabilities 
 3,396,632 

 Other payables-related parties 
 1,529,548 

 TOTAL CURRENT LIABILITIES 
 5,551,800 

 Other long-term liabilities 
 161,669 

 Loans-noncurrent 
 3,812,106 

 TOTAL LIABILITIES 
 $ 9,525,575 

 4. Trade Accounts Receivable, Net 

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

 As of December 31, 

 2024 
 2023 

 Trade accounts receivable 
 $ 5,914,279 
 $ 5,069,640 

 Less: Allowance for credit losses 
 ( 3,873,171 ) 
 ( 2,086,760 ) 

 $ 2,041,108 
 $ 2,982,880 

 Allowance for credit losses 
 
 Beginning balance: 
 $ ( 2,086,760 ) 
 $ ( 287,647 ) 

 Additions to allowance 
 ( 1,786,411 ) 
 ( 1,735,826 ) 

 Reversal of allowance 
 -
 
 ( 63,287 ) 

 Ending balance 
 $ ( 3,873,171 ) 
 $ ( 2,086,760 ) 

 F- 18 

 5. 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, 

 2024 
 2023 

 Payment to suppliers and vendors 
 $ 1,045,329 
 $ 5,209,224 

 Allowance for credit losses 
 ( 6,861 ) 
 -
 
 Total 
 $ 1,038,468 
 $ 5,209,224 

 6. Inventories, Net 

 Inventories consisted of the following as of December
31, 2024 and 2023:

 As of December 31, 

 2024 
 2023 

 Raw materials 
 $ 1,067,015 
 $ 1,437,040 

 Work in progress 
 1,292,674 
 1,394,569 

 Finished goods 
 425,822 
 690,011 

 Allowance for inventory reserve 
 ( 1,933,772 ) 
 ( 2,097,181 ) 

 Total 
 $ 851,739 
 $ 1,424,439 

 7. Plant and Equipment 

 Plant and equipment consisted of the following as
of December 31, 2024 and 2023:

 As of December 31, 

 2024 
 2023 

 At Cost: 
 
 Buildings 
 $ 11,647,212 
 $ 11,999,628 

 Machinery and equipment 
 3,470,470 
 3,585,993 

 Office equipment 
 462,846 
 489,387 

 Motor vehicles 
 174,808 
 180,999 

 15,755,336 
 16,256,007 

 Less: Accumulated depreciation 
 ( 4,719,055 ) 
 ( 3,975,739 ) 

 11,036,281 
 12,280,268 

 Construction in progress 
 22,906 
 23,606 

 $ 11,059,187 
 $ 12,303,874 

 Depreciation expense for the years ended December
31, 2024 and 2023 was $ 895,205 and $ 968,594 , respectively.
 
 8. Intangible Assets 

 As of December 31, 

 2024 
 2023 

 At Cost: 
 
 Land use rights 
 $ 717,017 
 $ 738,944 

 Software licenses 
 50,464 
 54,920 

 Trademark 
 867,226 
 893,748 

 1,634,707 
 1,687,612 

 Less: Accumulated amortization 
 ( 815,635 ) 
 ( 707,609 ) 

 $ 819,072 
 $ 980,003 

 Amortization expense for the years ended December
31, 2024 and 2023 was $ 133,750 and $ 139,576 respectively.
 
 F- 19 

 As of December 31, 2024, the estimated future
amortization expenses of the intangible assets were as follow:

 Years
 ending December 31, 
 
 Amortization
 expenses 

 2025 
 $ 131,852 

 2026 
 48,514 

 2027 
 31,935 

 2028 
 29,195 

 2029 
 15,495 

 Thereafter 
 562,081 

 Total 
 $ 819,072 

 9. 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 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.
 
 10. 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.
 
 11. Advance From Customer 

 For our operation, the proceeds received from sales are initially recorded
as advance from customers, which was usually related to unsatisfied performance obligations at the end of an applicable reporting period.
As of December 31, 2024 and 2023, the outstanding balance of the advance from customers was $ 368,232 and $ 2,456,596 respectively. Due
to the generally short-term duration of the relevant contracts, most of the performance obligations are satisfied in the following reporting
period.
 
 12. Related Parties Transaction 

 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: 2024 2023 
 Mr. Xing Chen the management of the Shandong Yunchu $ 59,431 $ 294,210 
 Ms. Haiyan Xiong the management of the Jingshan Sanhe 1,866,790 -
 
 Mr. Jun Lu the management of the Jingshan Sanhe 20,875 21,514 
 Mr. Bin Zhang the management of the Jingshan Sanhe 18,273 -
 
 Mr. Yong Yang the management of the Fast 10,360 -
 
 Total $ 1,975,729 $ 315,724 
 
 F- 20 

 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. 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: 2024 2023 
 Mr. Bin Zhou Chief Executive Officer and Chairman of the Company $ 1,237,800 $ 1,393,529 
 Ms. Luojie Pu Independent director of the Company 836,190 $ 861,762 
 Hubei shuang new energy Technology Co., Ltd. significant impact 438,894 442,216 
 Shandong Ningwei New Energy Technology Co., Ltd. significant impact 1,451,646 1,496,040 
 Anhui Ansheng equipment Co., Ltd. Previous subsidiary -
 1,177,836 
 Xianning Xiangtian Energy Co., Ltd. significant impact 68,500 70,595 
 Ms. Huiying Jin the management of the Xianning Bozhuang 291,803 300,726 
 Mr. Yiming Qian the management of the Fast -
 11,443 
 Mr. Yang Yong the management of the Fast -
 34,865 
 Ms. 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.
 
 13. Goodwill 

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

 Shandong Yunchu 
 
 Balance as of December 31, 2022 
 
 $ 
 4,724,699 
 
 Goodwill acquired 
 
 - 
 
 Goodwill impairment 
 
 - 
 
 Balance as of December 31, 2023 
 
 $ 
 4,724,699 
 
 Goodwill acquired 
 
 - 
 
 Goodwill impairment 
 
 - 
 
 Balance as of December 31, 2024 
 
 $ 
 4,724,699 
 
 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.

 As of December 31, 2024 and 2023, the carrying amount of the Company’s
goodwill was $ 4,724,699 .
 
 F- 21 

 14. Bank Loans 

 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. Ltd. Due in June 2026 4 % 410,998 -
 
 Hubei Jingshan Rural Commercial Bank Co. Ltd. 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
Bank Co. Ltd. was obtained to support general working capital, with certain buildings and land use rights of Hubei Ruishengchang Industrial
Co., Ltd. in the amount of $ 493,198 pledged as collateral, as well as comprehensive guarantee provided by Mr. Zhou Bin, Mr. Zhang Bin,
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. Wei Ge.

 Interest expense for the years ended December 31,
2024 and 2023 was $ 70,542 and $ 10,736 , respectively.
 
 15. Equity 

 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,
2023.
 
 F- 22 

 16. Income Taxes 

 United States 

 On December 22, 2017, the “Tax Cuts and Jobs
Act” (the “Act”) was enacted. Under the provisions of the Act, the U.S. corporate tax rate decreased from 34 % to 21 %.
As the Company has a December 31 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory
federal rate of 21 % for the Company’s fiscal year ending December 31, 2024 and 2023, respectively. Accordingly, the Company has
remeasured the Company’s deferred tax assets on net operating loss carryforwards (“NOLs”) in the U.S at the lower enacted
cooperated tax rate of 21 %. However, this remeasurement has no effect on the Company’s income tax expenses as the Company has provided
a 100 % valuation allowance on its deferred tax assets previously.

 Additionally, the Act imposes a one-time transition
tax on deemed repatriation of historical earnings of foreign subsidiaries, and future foreign earnings are subject to U.S. taxation. The
change in rate has caused the Company to remeasure all U.S. deferred income tax assets and liabilities for temporary differences and NOLs
and recorded one time income tax payable to be paid in 8 years. However, this one-time transition tax has no effect on the Company’s
income tax expenses as the Company has no undistributed foreign earnings prior to December 31, 2024 which the Company has foreign cumulative
losses at December 31, 2023.

 British Virgin Islands 

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

 Hong Kong 

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

 PRC 

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

 Significant components of the income tax expense
consisted of the following for the years ended December 31, 2024 and 2023: 

 For the Years Ended
 December 31, 

 2024 
 2023 

 Loss attributed to PRC operations 
 $ ( 6,837,979 ) 
 $ ( 6,185,654 ) 

 Loss attributed to U.S. operations 
 ( 852,615 ) 
 ( 12,034,102 ) 

 Income attributed to Canada operations 
 233,401 
 34,981 

 Income attributed to BVI 
 -
 
 -
 
 Loss before tax 
 $ ( 7,457,193 ) 
 $ ( 18,184,775 ) 

 PRC Statutory Tax at 25 % Rate 
 ( 1,709,495 ) 
 ( 1,546,414 ) 

 Effect of tax exemption granted 
 -
 
 -
 
 Valuation allowance 
 1,709,495 
 1,581,717 

 Income tax 
 $ -
 
 $ 35,303 

 Per Share Effect of Tax Exemption 
 
 Effect of tax exemption granted 
 $ -
 
 $ -
 
 Weighted-Average Shares Outstanding Basic 
 7,282,714 
 7,282,714 

 Per share effect 
 $ -
 
 $ -
 
 F- 23 

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

 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
 December 31, 

 2024 
 2023 

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

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

 Non-recognized deferred tax benefits in the PRC 
 ( 25.00 )% 
 ( 25.19 )% 

 The Company’s effective tax rate 
 -
 % 
 ( 0.19 )% 

 17. Earnings/(Loss) Per Share 

 For the Years Ended 

 December 31, 

 2024 
 2023 

 Loss from operations attributable to common stockholders 
 $ ( 7,329,056 ) 
 $ ( 20,843,796 ) 

 Loss per share from continuing operations - Basic and diluted 
 $ ( 1.02 ) 
 $ ( 2.50 ) 

 Income (loss) per share from discontinued operations-Basic and diluted 
 $ 0.02 
 $ ( 0.36 ) 

 Basic and diluted weighted average shares outstanding 
 7,282,714 
 7,282,714 

 18. 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 December 31, 

 2024 
 2023 

 Customers 
 Amount 
 % 
 Amount 
 % 

 A 
 $ -
 
 -
 
 $ 3,972,964 
 15 

 B 
 $ -
 
 -
 
 $ 3,605,934 
 13 

 C 
 $ 1,260,423 
 19 
 $ -
 
 -
 
 D 
 $ 816,458 
 12 
 $ -
 
 -
 
 F- 24 

 Suppliers Concentrations 

 The following table sets forth information about
each supplier that accounted for 10% or more of the Company’s purchase for the years ended December 31, 2024 and 2023.

 For the Years Ended December 31, 

 2024 
 2023 

 Suppliers 
 Amount 
 % 
 Amount 
 % 

 A 
 $ -
 
 -
 
 $ 4,888,270 
 19 

 B 
 $ -
 
 -
 
 $ 2,503,225 
 10 

 C 
 $ 1,519,472 
 23 
 $ -
 
 -
 
 D 
 $ 1,058,833 
 16 
 $ -
 
 -
 
 E 
 $ 957,706 
 14 
 $ -
 
 -
 
 F 
 $ 712,087 
 11 
 $ -
 
 -
 
 19. Risks 

 A. Credit risk

 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.

 B. Interest risk

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

 C. Economic and political risks

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

 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 Company discloses an estimate of the loss or range of loss, unless
it is immaterial or an estimate cannot be made. The assessment of whether a loss is probable or reasonably possible, and whether the loss
or a range of loss is estimable, often involves complex judgments about future events. Management is often unable to estimate the loss
or a range of loss, particularly where (i) the damages sought are indeterminate, (ii) the proceedings are in the early stages, or (iii)
there is a lack of clear or consistent interpretation of laws specific to the industry-specific complaints among different jurisdictions.
In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including eventual loss,
fine, penalty or business impact, if any.
 
 F- 25 

 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
goods. 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
goods. 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. On November
11, 2024, the court ruled that Shandong Yunchu is responsible for repaying the outstanding amount, with Xianning Jiayi assuming joint
liability. However, Xianning Jiayi argued that it had already fulfilled its capital contribution obligations and should not bear any joint
liability. As a result, it has filed an appeal with the higher court.
 
 21. Subsequent Events 

 The Company evaluates subsequent events that have
occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized,
or those that provide additional evidence with respect to conditions that existed at the dates of the balance sheets, including the estimates
inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions
that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has analyzed its operations subsequent
to December 31, 2024 to the date these audited consolidated financial statements were issued, and has determined that it does not have
any material events to disclose.
 
 F-26
Planet Green Holdings Corp. 10-K

Item 9A. Controls and Procedures
