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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-04-11 · 950 added, 811 removed, 776 unchanged (69% of the section changed)

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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

Our management, with the participation

and under the supervision of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness

of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by

this report, as required by Rule 13a-15(b) under the Exchange Act.

Based upon this

evaluation, our management has concluded that, as of December 31, 2025, our existing disclosure controls and procedures were

ineffective because of a material weakness in our internal control over financial reporting due to lack of accounting staff and

resources with appropriate knowledge of U.S.

GAAP and SEC reporting and compliance requirements.

As a result, we performed

additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

accepted accounting principles.

Accordingly, management believes that the financial statements included in this Form 10-K present

fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Disclosure controls and procedures are designed

to ensure that information required to be disclosed by us in our 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 our principal executive officer and principal financial officer or persons performing similar functions, as appropriate

to allow timely decisions regarding required disclosure.

We do not expect that our disclosure controls and

procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated,

can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered

relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls

and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can

be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

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.

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

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

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

Based on that evaluation, our management

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

The significant deficiency identified by our management

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

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

We did not have sufficient and skilled accounting personnel

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

GAAP commensurate with our financial reporting requirements.

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

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

education relating to U.S.

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

public company and our staff’s

understanding of the requirements of U.S.

GAAP-based reporting are inadequate.

Remediation Initiative

We plan to provide U.S.

GAAP training sessions

to our accounting team.

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

GAAP reporting

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

We plan to continue

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

and employ more qualified accounting staff in the future.

Changes in Internal Controls over Financial Reporting

and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of consolidated financial statements in accordance with U.S.

GAAP and 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 a company’s assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated

financial statements in accordance with generally accepted accounting principles, and that a company’s receipts and expenditures

are being made only in accordance with authorizations of a company’s management and directors, and (iii) provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a company’s assets that could have

a material effect on the consolidated financial statements.

Our management, with the participation

and under the supervision of our chief executive officer and chief financial officer, conducted an evaluation of the effectiveness of

our Company’s internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control—Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013 Framework).

Based on this evaluation,

we identified one deficiency, which related to a lack of accounting staff and resources with appropriate knowledge of U.S.

reporting and compliance requirements, and which we believe to be a material weakness as of December 31, 2025.

As a result of the above material weakness, management

has concluded that our internal control over financial reporting was not effective as of December 31, 2025.

To remedy our identified material

weakness as of December 31, 2025, we have undertaken the remedial steps and also plan to adopt certain measures to improve our internal

control over financial reporting as set forth below.

Remediation plan of the Material Weakness

in Internal Control over Financial Reporting Reported as of December 31, 2025

As of the date of this annual report, we have

not fully addressed the above-referenced weakness.

However, we have made progress in implementing remedial measures, including:

(i) recruiting qualified accounting personnel with relevant U.S.

GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system

control framework.

Since very few companies in Hubei Province, the area in which our main PRC operating subsidiaries are located, have

sought public listing on a U.S.

exchange, we have difficulty identifying qualified accounting candidates with U.S.

GAAP experience and

We plan to search for qualified personnel in other regions of China;

(ii) implementing regular and continuous U.S.

GAAP accounting and

financial reporting training programs for our accounting and financial reporting personnel.

While we believe that these

efforts will improve our internal control over financial reporting, our remediation efforts are ongoing and will require validation.

will not be able to conclude whether the steps we are taking will fully remediate the remaining material weakness in our internal control

over financial reporting until we have completed our remediation efforts and subsequent evaluation of their effectiveness.

conclude that additional measures may be required to remediate the material weakness in our internal control over financial reporting.

Attestation Report of the Registered Public

Accounting Firm

This annual report on Form

10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC where domestic

and foreign registrants that are non-accelerated filers, which we are not required to provide the auditor attestation report.

Changes in Internal Control over Financial

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.

there were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report

on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations over Internal Controls.

Our internal control over financial reporting is

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

for external purposes under U.S.

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

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

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

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

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

Management, including our Chief Executive Officer

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

No matter how well designed

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

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

be considered relative to their costs.

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

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

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

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

Management, including our

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

matter how well designed and operated, a control system can provide only reasonable, not absolute, assurance that the objectives of the

control system are met.

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

of such controls must be considered relative to their costs.

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

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

or prevented.

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

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

may deteriorate.

OTHER INFORMATION.

During the Company’s fourth quarter, no director

or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

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King Fai Leung

Bin Zhou has served as a director of

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

He has served as chairman of the

board of directors of Xianning Bozhuang since March 2019.

Zhou was the general manager and legal representative of Hubei Qianding

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

He also served as supervisor

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

Zhou received

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

Lili Hu has served as the Chief Financial

Officer of the Company since June 2019.

Bin Zhou has served

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

He has served as

chairman of the board of directors of Xianning Bozhuang since March 2019.

Zhou was the general manager and legal representative of

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

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

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

Lili Hu has served

as the Chief Financial Officer of the Company since June 2019.

She has over ten years of accounting experiences.

Hu has served as the financial director

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

From June 2016 to June 2018, 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.

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.

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

From January 2009 to December 2013, Ms.

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

From January 2006 to June 2008,

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

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

Hu is a Certified Public Accountant in China.

Luojie Pu has served as a director of

the Company since August 2022.

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

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.

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

Hu is a Certified Public

Accountant in China.

Luojie Pu has served

as a director of the Company since August 2022.

Pu has served as the vice general manager of Jinan Hehui financial software service

since April 2018.

From October 2013 to March 2018, Ms.

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

Equipment Co., Ltd.

Pu served as an associate marketing director for Jinan Hengxin Weiye

Telecommunication Equipment Co., Ltd.

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

We believe Ms.

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

King Fai Leung has served as a director

of the Company since July 2019.

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

King Fai Leung has

served as a director of the Company since July 2019.

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

He has been the executive director of

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

Leung has also served as an independent director since

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

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

He has been the

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

Leung has also served as an independent

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

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

He has also served as an independent director, chairman

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

Yang Cao has served as a director of

the Company since March 2020.

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.

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

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

From October 2015 to November 2016, Ms.

Cao worked as a compliance officer

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

Cao worked as a compliance

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

Cao received her LL.B.

degree from Hankou College and an

degree from Hankou College

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

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.

Our executive officers

are appointed by our Board and serve at their discretion.

There are no family relationships among our directors or officers.

Board of Directors

Our Board met on twelve occasions during fiscal

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

on which each director served during fiscal year 2024.

Our Board met on nine occasions

during the fiscal year of 2025.

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 the fiscal year of 2025.

Committees of the Board

The standing committees of

the Board consist of an audit committee, a compensation committee and a nominating and corporate governance committee.

The board of directors

may from time to time establish other committees.

Our chief executive officer and other executive officers regularly report to the non-executive

directors and the audit, the compensation and the nominating and corporate governance committees to ensure effective and efficient oversight

of our activities and to assist in proper risk management and the ongoing evaluation of management controls.

Audit Committee

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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.

King Fai Leung, Yang Cao and

Luojie Pu, all of whom are independent directors under SEC rules and the rules of NYSE American, are currently serving as members of the

Audit Committee.

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

The Audit Committee has adopted a written charter,

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

requesting a copy by writing to:

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

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

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, 2025, our Audit Committee held four meetings.

Compensation Committee

The functions of the Compensation Committee are

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;

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

The current members of the Compensation Committee

are Luojie Pu, King Fai Leung and Yang Cao.

The current members of the

Compensation Committee are Luojie Pu, King Fai Leung and Yang Cao.

Pu is the chairman of the Compensation Committee.

All current members of the Compensation

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

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

subsidiaries.

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

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

that serves on our Board of Directors or Compensation Committee.

The Compensation Committee may not delegate its

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

The Compensation Committee meets on an annual basis

and holds special meetings as needed.

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

Board of Directors or a majority of Committee members.

The Chief Executive Officer and Chief Financial Officer also provide recommendations

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

The Compensation Committee held one meeting in fiscal

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 2025.

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

of the Board of Directors and its committees.

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

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

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

for the Board members;

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

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

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

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

at the annual meeting of the stockholders.

The current members of the Nominating and Corporate

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

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

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

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

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

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

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

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

The current members of the

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

Cao is the chairman of the Nominating and Corporate

Governance Committee.

During the fiscal year 2025, our Nominating and Corporate Governance Committee held one meeting.

Stockholder Nominations for Director

Stockholders may propose candidates for board membership

by writing to:

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

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

candidate’s name, address and other contact information;

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

any information

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

information regarding related

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

any actual or potential conflicts of interest;

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

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

Nominees proposed by stockholders will receive

the same consideration as other nominees.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the

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

on our Board of Directors.

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

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.

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,

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

Compensation Recovery (“Clawback”)

On November 28, 2023,

the Company’s Board of Directors adopted a Clawback Policy (the “Clawback Policy”).

The Clawback Policy

is intended to further the Company’s pay-for-performance philosophy and to comply with applicable law by providing for the

reasonably prompt recovery of certain incentive-based compensation received by executive officers in the event of an accounting restatement.

The Clawback Policy is intended to comply with, and will be interpreted in a manner consistent with, Section 10D of the

Exchange Act, with Exchange Act Rule 10D-1 and with the NYSE listing requirements.

The Clawback Policy is administered

by a majority of independent directors serving on the Board or, if so designated by the Board, a committee thereof (the independent directors

or such committee charged with administration of this Policy, the “ Administrator ”).

The Administrator is authorized

to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this

Any determinations made by the Administrator shall be final and binding on all affected individuals and need not be uniform with

respect to each individual covered by the Policy.

In the administration of this Policy, the Administrator is authorized and directed to

consult with the full Board or such other committees of the Board, such as the Audit Committee, as may be necessary or appropriate as

to matters within the scope of such other committee’s responsibility and authority.

Insider Trading Policy

The Company has adopted an

Insider Trading Policy (the “Insider Trading Policy”), which, among other things, govern the purchase, sale, and/or other

disposition of the Company’s securities by the Company’s directors and officers, all other employees of the Company and its

subsidiaries, and which the Company believes are reasonably designed to promote compliance with insider trading laws, rules and regulations,

and applicable listing standards.

Among other things, the Insider Trading Policy prohibits any of our directors and officers (and members

of their immediate families and households and their controlled entities) who is aware of material non-public information relating

to the Company from, directly, or indirectly through family members or other persons or entities:

(1) engaging in transactions in

our securities (except in limited circumstances as set forth in the Insider Trading Policy, such as pursuant to a trading plan established

under Exchange Act Rule 10b5-1), (2) recommending that others engage in transactions in our securities, (3) disclosing

the material non-public information to persons within the Company or the Adviser whose jobs do not require them to have that information,

or outside the Company or the Adviser to other persons (other than under certain limited circumstances set forth in the Insider Trading

Policy), or (4) assisting anyone transacting on the basis of material non-public information.

Our directors and officers

are also prohibited under the Insider Trading Policy from engaging in the following transactions in the Company’s securities:

(i) short-term trading

(i.e., effectuating opposite-way trades in the same class of security within six months of each other);

(ii) short sales;

and (iii) buying or selling puts or calls or other derivative securities on the Company’s securities.

The Insider Trading Policy

is filed as an exhibit to this Proxy Statement.

The Company’s Insider Trading Policy prohibits directors, officers

and key employees from selling short or purchasing financial instruments (including prepaid variable forward contracts, equity swaps,

collars and exchange funds), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease

in the market value of the Company’s securities.

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.

To the Company’s knowledge,

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

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

EXECUTIVE COMPENSATION

This section discusses the material components

of the executive compensation program for our executive officers who are named in the “2025 Summary Compensation Table” below.

For the year ended December 31, 2025, our “named executive officers” and their positions were as follows:

Chief Executive Officer and Lili Hu, Chief Financial Officer.

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.

The following table sets forth

information concerning all forms of compensation earned by our named executive officers during the fiscal years ended December 31, 2024

and 2025 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, 2024 or 2025.

Name and Principal Position

1 unchanged sentence

Chief Financial Officer Director

King Fai Leung,

In October 2020, the Board appointed Bin Zhou as

a member of the Board and the Chief Executive Officer.

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.

October 25, 2020 and renewed on October 25, 2025, we are obligated to pay Mr.

Zhou compensation of $96,000 per year.

The employment agreement

has a term of one year and the employment agreement shall be automatically renewed for an additional year unless either party gives prior

written notice of non-renewal to the other party at lease sixty (60) days prior to the termination date of the employment agreement.

his employment agreement, in the event Mr.

Zhou’ s employment is terminated by the Company other than for cause (as defined in his

employment agreement) or by reason of his death or disability, or if Mr.

Zhou terminates the agreement for “good reason” (as

defined in the employment agreement), he will be entitled to three (3) months of severance pay at his then effective salary, plus any

accrued and unpaid salary and benefits up to the date of termination and he shall be entitled to retain any options to the extent vested

immediate prior to the date of termination.

On September 16, 2025, the board resolved to issue 1,100,000 common stock to Bin Zhou under

the incentive plan of the Company.

In June 2020, the Board appointed

Lili Hu to serve as the Chief Financial Officer.

Pursuant to the employment agreement dated June 24, 2020 and renewed on June 24, 2025

Hu, we are obligated to pay Ms.

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.

Hu compensation of $84,000 per year.

The employment agreement has a term of one year and

the employment agreement shall be automatically renewed for an additional year unless either party gives prior written notice of non-renewal

to the other party at lease sixty (60) days prior to the termination date of the employment agreement.

Under her employment agreement,

in the event Ms.

Hu’ s employment is terminated by the Company other than for cause (as defined in his employment agreement) or

by reason of his death or disability, or if Ms.

Hu terminates the agreement for “good reason” (as defined in the employment

agreement), she will be entitled to three (3) months of severance pay at his then effective salary, plus any accrued and unpaid salary

and benefits up to the date of termination and he shall be entitled to retain any options to the extent vested immediate prior to the

date of termination.

Director Compensation

The following individuals served as non-employee

directors of the Company for fiscal 2025:

Luojie Pu, King Fai Leung, and Yang Cao.

The following table sets forth information concerning

the compensation for our non-employee directors for services rendered during the year ended December 31, 2025.

Additionally, we reimburse

our non-employee directors for reasonable travel and other out-of-pocket expenses incurred in connection with attending board of director

and committee meetings or undertaking other business on behalf of our company.

Fees Earned or Paid

King Fai Leung,

In August 2022, the Board

appointed Luojie Pu to serve as the Director.

Pursuant to a director compensation t agreement with Ms.

Pu, we are obligated to pay Ms.

Pu a compensation of $24,000 per

In July 2019, the Board appointed King Fai Leung

to serve as the Director.

Pursuant to the employment agreement with Mr.

Pu compensation of $24,000 per year.

In July 2019, the Board appointed

King Fai Leung to serve as the Director.

Pursuant to a director compensation agreement with Mr.

Leung, we are obligated to pay Mr.

Leung a compensation of $21,600

In March 2020 the Board appointed Yang Cao to serve

as the Director.

Pursuant to the employment agreement with Ms.

compensation of $21,600 per year.

In March 2020 the Board appointed

Yang Cao to serve as the Director.

Pursuant to a director compensation agreement with Ms.

Cao, we are obligated to pay Ms.

Cao a compensation of $24,000 per year.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED SHAREHOLDER MATTERS

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.

Cao compensation

of $24,000 per year.

2025 Equity Incentive Plan

The 2025 Equity Incentive

Plan (the “2025 Equity Plan”), was adopted by the Board of Directors and approved by the stockholders on August 29, 2025.

The purpose of the 2025 Equity Plan is to attract and retain personnel of the highest caliber, provide incentive for officers, directors,

employees and other key persons and to promote the well-being of the Company.

The 2025 Plan is administered

by the Board of Directors or the Compensation Committee and permits the issuance of up to 7,000,000 shares of Common Stock upon exercise

or conversion of grants and awards made from time to time to officers, directors, employees and consultants.

Under the 2025 Equity Plan,

the Company may grant stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based

Subject to the provisions of the plan, the committee determines, among other things, the persons to whom from time to time awards

may be granted, the specific type of awards to be granted, the number of shares subject to each award, share prices, any restrictions

or limitations on the awards, and any vesting, exchange, surrender, cancellation, acceleration, termination, exercise or forfeiture provisions

related to the awards.

Under the 2025 Equity Plan,

shares of stock subject to other awards that are forfeited or terminated will be available for future award grants under the 2025 Equity

If a holder pays the exercise price of a stock option by surrendering any previously owned shares of common stock or arranges to

have the appropriate number of shares otherwise issuable upon exercise withheld to cover the withholding tax liability associated with

the stock option exercise, the number of common shares available under the 2025 Equity Plan may be increased by the lesser of (i) the

number of such surrendered shares and shares used to pay taxes;

and (ii) the number of shares purchased under such stock option.

Under the 2025 Equity Plan,

in the event of a change in the number of shares of Company common stock as a result of a dividend on shares of common stock payable in

shares of common stock, or a common stock forward split or a reverse split or other extraordinary or unusual event that results in a change

in the shares of common stock as a whole, the administrator shall determine whether such change equitably requires an adjustment in the

terms of any award in order to prevent dilution or enlargement of the benefits available under the 2025 Equity Plan or the aggregate number

of common shares reserved for issuance under the 2025 Equity Plan.

Unless terminated by the Board, the 2025 Equity Plan shall continue

to remain effective until the earlier of (i) ten (10) years or (ii) the date when no further awards may be granted and

all awards granted under the plan are no longer outstanding.

The following table sets forth information as of

December 31, 2025 regarding shares of Common Stock that may be issued under the 2025 Equity Plan, which, as of the date of this report,

is the only equity compensation plan that has been adopted by our Board of Directors.

Plan Category

(A) Number of Securities to be issued upon exercise of outstanding options, warrants and rights

(B) Weighted average per share exercise price of outstanding options, warrants and rights

(C) Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

(1) As of December 31, 2025, the Company has not granted any options, warrants or rights under the 2025 Equity Plan.

(2) During the fiscal year ended December 31, 2025, the Company issued an aggregate of 6,950,000 shares of common stock to nine employees

under the 2025 Equity Plan.

Equity Award Grant Practices

Our equity-based incentive

awards are designed to align our interests and the interests of our stockholders with those of our employees and consultants, including

our Named Executive Officers.

The Board or Compensation Committee is responsible for approving equity grants.

The Board and Compensation

Committee do not take material nonpublic information into account when determining the timing and terms of equity-based awards, and the

Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for

any Named Executive Officer grants in fiscal year 2025.

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, 2025 (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,

In the table below, percentage

ownership is based on 14,232,714 shares of our common stock outstanding as of December 31, 2025.

Name and title of beneficial owner

5% or Greater Stockholders

Directors, Executive Officers

and 5% or Greater Stockholders

Bin Zhou, Chairman, Chief Executive Officer and Director

3 unchanged sentences

Yang Cao, Director

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

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

Changes in Control

There are currently no arrangements which would

result in a change in control of us.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE .

There are currently no arrangements

which would result in a change in control of us.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE .

Related Party Transactions

Except as described below, there have been no

transactions since January 1, 2025 or proposed transactions to which we have been or will be a party in which the amount involved exceeded

or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and

in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any

member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than transactions

that are described under the section “Executive and Director Compensation.”

As of December 31, 2025 and

2024, the outstanding balance due to certain related parties was as set forth in the table below.

The balance was advanced for the working

capital of the Company, and is non-interest bearing and unsecured unless further disclosed.

As of December 31,

Chief Executive Officer and Chairman of the Company

Independent director of the Company

See also information set forth in Note 11 to the

consolidated financial statements included in this Annual Report on Form 10-K.

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.

Our Audit Committee Charter

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

Director Independence

NYSE American listing standards require that a

majority of our Board of Directors be independent.

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

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

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

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

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

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.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

2 unchanged sentences

Accounting fees

is the Company’s

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

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

is the Company’s independent registered public accounting

firm for the fiscal years ended December 31, 2024 and December 31, 2025 and the accounting fees such period were $400,000 and $400,000

respectively.

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

and consist of fees billed for professional services rendered

for the audit of our year-end financial statements, reviews of our quarterly interim financial statements, and services that are normally

provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

No audit-related, or

tax services were provided by YCM CPA INC.

other services were provided by YCM CPA INC.

during such periods.

1 unchanged sentence

(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.

The financial statements contained

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

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

2 unchanged sentences

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

Certificate of Amendment of the registrant, as filed with the Nevada Secretary of State on September 9, 2025.

Incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed on September 10, 2025.

Bylaws of the registrant.

1 unchanged sentence

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

Termination Agreement.

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

Employment Agreement dated with Bin Zhou.

Employment Agreement with Lili Hu.

2025 Equity Incentive Plan.

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.

Insider Trading Policy

List of subsidiaries of the registrant.

Consent of YCM CPA Inc.

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

17 unchanged sentences

Not applicable.

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

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

duly authorized.

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

March 31, 2026

Bin Zhou, Chief Executive Officer and Chairman

2 unchanged sentences

(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.

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

Chief Executive Officer and Chairman

April 11, 2025

March 31, 2026

(Principal Executive Officer)

Chief Financial Officer and Director

April 11, 2025

March 31, 2026

(Principal Financial Officer and Principal Accounting Officer)

/s/ Luojie Pu

April 11, 2025

March 31, 2026

/s/ King Fai Leung

April 11, 2025

March 31, 2026

King Fai Leung

April 11, 2025

March 31, 2026

PLANET GREEN HOLDINGS CORP.

4 unchanged sentences

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

For the Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and the shareholders

4 unchanged sentences

and its subsidiaries (collectively, the “Company”) as of December 31, 2025 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.

2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit), and

cash flows for the years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “consolidated

financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material

respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows

for the years ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

6 unchanged sentences

ability to continue as a going concern.

Management’s plans in regards to these matters are also described in Note 1.

Management’s plans in regard to these matters are also described in Note 1.

These consolidated

37 unchanged sentences

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

of goodwill - evaluation of the carrying value of goodwill

of Long-lived Assets

of the Matter

As discussed in Note 2 and Note 9 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

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.

financial statements, the Company’s reviews its long-lived assets for impairment whenever events or changes in circumstances indicate

that the carrying value of the assets may not be recoverable.

During the year ended December 31, 2025, the Company recognized an impairment

charge of approximately $130,000 related to plant and equipment.

As of December 31, 2025, plant and equipment net was approximately $4.7

We identified the impairment assessment of certain

long-lived assets as a critical audit matter because auditing management’s impairment evaluation involved especially challenging,

subjective, and complex judgement.

In particular, significant judgement was required in evaluating the identification of the relevant

asset group, the existence and effect of impairment indicators, and the assumptions used in estimating the fair value of the asset group,

including assumptions related to the continued suspension of production, the expected future utilization of the production line, and other

valuation inputs used to determine the impairment amount.

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

(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.

The primary procedures we performed to address

this critical audit matter included, among others, evaluating management’s identification of the relevant asset group, assessing

the existence of impairment indicators, and assessing whether events and circumstances, including the prolonged suspension of production

and reduced utilization of the related assets, indicated possible impairment.

We also tested the completeness and accuracy of the underlying

data used in the impairment analysis, obtained an understanding of the valuation methodology used in management’s valuation report

and evaluated the reasonableness of significant assumptions and inputs applied in the valuation.

In addition, we assessed the adequacy

of the related disclosures in the consolidated financial statements.

/s/ YCM CPA INC .

2 unchanged sentences

Irvine, California

April 11, 2025

March 31, 2026

Planet Green Holdings Corp.

3 unchanged sentences

Restricted cash

Trade accounts receivable, net

Accounts receivable, net

Inventories, net

3 unchanged sentences

Prepaid expenses

Assets of discontinued operations

Assets of discontinuing operations

Total current assets

2 unchanged sentences

Intangible assets, net

Construction in progress

Long-term investments

Construction in progress, net

Total non-current assets

7 unchanged sentences

Other payables-related parties

Deferred income

Liabilities of discontinued operations

Liabilities of discontinuing operations

Total current liabilities

Non-current liabilities

Other long-term liabilities

Loans-noncurrent

2 unchanged sentences

Commitments and contingencies

Shareholders’ equity

Stockholders’ equity

Preferred stock:

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

none issued and outstanding as of December 31, 2024 and 2023

none issued or outstanding as of December 31, 2025 and 2024

Common stock:

$ 0.001 par value, 1,500,000,000 shares authorized;

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

14,232,714 and 7,282,714 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Additional paid-in capital

3 unchanged sentences

Accumulated other comprehensive income

Total shareholders’ equity

Total liabilities and shareholders’ equity

See Accompanying Notes to the Financial Statements

Non-controlling interests

Total stockholders’ (deficit) equity

( 2,170,043 )

Total liabilities and stockholders’ (deficit)

See Accompanying Notes to the Consolidated Financial

Planet Green Holdings Corp.

Consolidated Statements of Operations and Comprehensive

(Loss) Income

For the Years Ended

12 unchanged sentences

Other expenses

Share of losses from equity method investments

Loss on disposal of equity investments

( 10,848,632 )

Total other expenses

( 11,621,470 )

Total other (expenses) income

Loss before income taxes

6 unchanged sentences

Discontinued operations:

Income (loss) from discontinued operations

Loss from discontinued operations

( 9,184,214 )

1 unchanged sentence

( 26,975,710 )

( 7,329,056 )

Net loss attributable to non-controlling interest

Net loss attributable to ordinary shareholders of PLAG

( 26,975,710 )

( 7,329,056 )

( 26,975,710 )

( 7,329,056 )

Foreign currency translation adjustment

6 unchanged sentences

Basic and diluted weighted average shares outstanding

See Accompanying Notes to the Financial Statements

See Accompanying Notes to the Consolidated Financial

Planet Green Holdings Corp.

Consolidated Statements of Changes in Stockholders’

Equity (Deficit)

For the Years Ended December 31, 2025 and 2024

11 unchanged sentences

( 26,975,710 )

Disposal of subsidiaries

( 1,133,863 )

Acquiring subsidiaries

Stock based compensation

Foreign currency translation adjustment

2 unchanged sentences

$ ( 175,029,363 )

See Accompanying Notes to the Financial Statements

$ ( 2,170,043 )

See Accompanying Notes to the Consolidated Financial

Planet Green Holdings Corp.

2 unchanged sentences

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 7,329,056 )

$ ( 20,843,796 )

income (loss) from discontinued operations

net loss from discontinuing operations

Net loss from continuing operations

( 7,457,193 )

( 18,220,078 )

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

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

Allowance for doubtful accounts

Loss on disposal of equity investments

Impairment of long-term investments

Share of losses from equity method investments

Stock based compensation

Impairment of plant and equipment

Loss on disposal of plant and equipment

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

Trade receivables

( 1,009,402 )

( 2,683,537 )

Accounts receivables

Advances to suppliers

2 unchanged sentences

Advance from customer

( 2,040,664 )

Other payables and accrued liabilities

2 unchanged sentences

Other long-term liabilities

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

( 5,708,777 )

Net cash provided by operating activities from discontinued operations

Net cash provided by (used in) operating activities

( 5,282,343 )

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

Net cash used in operating activities from discontinued operations

Net cash (used in) provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of plant and equipment

Proceeds from disposal of equity method investments

Cash received from disposal of plant and equipment

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

Net increase in cash from acquisition of subsidiary

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

Net cash provided by operating activities from discontinued operations

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from bank loans

Proceeds from long-term loans

Repayment of bank loans

Changes in related party balances, net

( 3,054,165 )

Net cash (used in) provided by continuing financing activities

Net cash used in financing activities from discontinued operations

Net cash (used in) provided by financing activities

Net (decrease) increase in cash and restricted cash

Net cash provided by (used in) continuing financing activities

Net cash provided by financing activities from discontinued operations

Net cash provided by (used in) financing activities

Net decrease in cash and restricted cash

EFFECT OF EXCHANGE RATE ON CASH AND RESTRICTED CASH

1 unchanged sentence

CASH AND RESTRICTED CASH AT END OF YEAR

Supplemental cash flow information

SUPPLEMENTARY OF CASH FLOW INFORMATION

Interest received

Interest paid

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

Restricted cash

Total cash and restricted cash

See Accompanying Notes to the Financial Statements

See Accompanying Notes to the Consolidated Financial

PLANET GREEN HOLDINGS CORP.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

3 unchanged sentences

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.

We are engaged in various businesses through our subsidiaries in China

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”).

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.

for restructuring purposes.

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

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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.

incorporated Lucky Sky Planet Green Holdings Co., Limited, a limited liability 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.

Fast Approach was incorporated under Canada’s

laws and provides digital advertising delivery and operational services, with China and North America serving as its two core

On June 16, 2020, Lucky Sky Holdings Corporations

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

On August 10, 2020, Promising Prospect BVI Limited

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

On January 6, 2021, Planet Green Holdings Corporation

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

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

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

On March 9, 2021, Planet Green Holdings Corporation

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

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

to the Jiayi Technologies (Xianning)

On July 15, 2021, Planet Green Holdings Corporation

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

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

to the Jiayi Technologies

(Xianning) Co., Ltd.

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

was disposed.

On August 3, 2021, the Planet Green Holding Corp

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

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

and Hubei Bryce Technology Co., Ltd.

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

On September 1, 2021, Jingshan Sanhe Luckysky

New Energy Technologies Co., Ltd.

has changed its major shareholder from Mr.

Feng Chao to Hubei Bryce Technology Co., Ltd.

and Hubei Bryce

(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.

For restructuring purposes, on September 1, 2021, the VIE agreements with Jingshan Sanhe were terminated and Hubei

Bryce Technology Co., Ltd.

acquired the shares of Jingshan Sanhe.

On September 14, 2022, Planet Green Holdings Corp.

and Hubei Bulaisi

Technology Co., Ltd.

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

after the alteration of shareholders.

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.

On September 14, 2022, the Company

closed the Share Purchase transaction.

As a result, Hubei Bryce Technology Co., Ltd.

owned 100 % shares of Jingshan Sanhe

Luckysky New Energy Technologies Co., Ltd.

On December 9, 2021, Planet Green Holdings Corporation

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

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

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

Yunchu”) for the transfer to 100 % of the equity interest of Shandong Yunchu to the Jiayi Technologies (Xianning) Co., Ltd.

best interest of the Company, on April 30, 2025, the Board resolved to discontinue the operation of Shandong Yunchu.

Subsequently, on September 1, 2025, the Company disposed of its 100 % equity interest in Promising Prospect HK

Limited (“Promising HK”) for nominal consideration.

Promising HK holds the 100 % equity interest in Shandong Yunchu through

Jiayi Technologies and does not own any other operating assets of the Company.

The disposal of Promising HK, Shandong Yunchu and Jiayi

Technologies resulted in loss from disposal of approximately $ 9.2 million.

On April 8, 2022, Planet Green Holdings Corporation

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

for the acquisition

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

April 1, 2024, Allinyson Ltd.

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

On September 14, 2022, Planet Green Holdings Corp.

and Hubei Bulaisi Technology Co., Ltd.

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

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

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

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

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

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

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

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

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

On December 11, 2024, Jiayi entered into a Termination

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

all of the rights and obligations under the VIE Agreements.

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

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

disposal of $ 239,292 .

The VIE Agreement is described in detail below

Consultation and Service Agreement

Under the Consultation and Service Agreement,

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

technology, and intellectual property rights.

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

Consultation and Service Agreement.

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

consultation and implementation.

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

WFOE may terminate this agreement

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

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.

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.,

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.

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 been completely disposed, resulting in gain from disposal of $ 355,517 .

On November 26, 2025, Bozhuang entered into a

Share Purchase Agreements with shareholders of Hubei Shengsili Biotechnology Co., Ltd.

(“Hubei Shengsili”), to acquire 67 %

equity interests in Hubei Shengsili for a consideration of $ 143 , resulting in goodwill of $ 7,005 .

On December 16, 2025, the Company incorporated

PinnacleTech HK Limited (“PinnacleTech HK”), a limited liability company incorporated in Hong Kong.

On December 24, 2025, the Company incorporated

Dingfeng Biotechnology Xianning Co., Ltd.

(“Dingfeng”), a PRC limited liability company.

Enterprise-Wide Disclosure

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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

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 $ 17,791,496 for the year ended December 31, 2025.

As of December 31, 2025, the Company had an accumulated deficit of $ 175,029,363 ,

a working capital deficit of $ 7,070,747 , and its net cash used in operating activities from continuing operations for the year ended December

31, 2025 was $ 1,786,297 .

These factors raise substantial doubt on the Company’s

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Basis of Presentation

Management has prepared the accompanying financial

statements and these notes according to generally accepted accounting principles in the United States (“GAAP”).

maintains its general ledger and journals with the accrual method accounting.

Management has prepared the accompanying consolidated

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:

Details of the Subsidiaries of the Company as

of December 31, 2025 are set below:

Name of Company Place of

incorporation Attributable equity

incorporation Attributable

interest % Registered

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

Promising Prospect HK Limited Hong Kong 100 1

Jiayi Technologies (Xianning) Co., Ltd.

PRC 100 2,000,000

Promising Prospect BVI Limited The British

Virgin Islands 100 $ 10,000

Fast Approach Inc.

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Shanghai Shuning Advertising Co., Ltd.

(a subsidiary of FAST) PRC 100 -

(a subsidiary of Fast Approach Inc.) PRC 100 -

Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.

PRC 100 4,710,254

(a subsidiary of Hubei Bryce Technology 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

(a subsidiary of Dingfeng Technology Xianning 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

Shine Chemical Co., Ltd.

Cayman 100 8,000

Hubei Shengsili Biotechnology Co., Ltd.

(a subsidiary of Xianning Bozhuang Tea Products Co., Ltd.) PRC 67 4,289,943

PinnacleTech HK Limited (a subsidiary of Promising Prospect BVI Limited) Hong Kong 100 1,285

Dingfeng Biotechnology Xianning Co., Ltd.

(a subsidiary of PinnacleTech HK Limited) PRC 100 142,998

Management has eliminated all significant inter-company

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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’

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

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

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,

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.

The consolidated 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 consolidated 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.

results could differ from these estimates.

Cash and Restricted Cash

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withdrawal or usage.

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

Accounts Receivables, Net

Accounts receivables are recognized and carried at

the original invoice amount less allowance for any uncollectible amounts.

An estimate for doubtful accounts is made when the amount is

not expected to be collected.

As of December 31, 2025 and 2024, cash in the amount of $0 and $ 296 was restricted by court due to lawsuits against

Accounts Receivable, 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

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Advances to Suppliers, Net

The Company makes an advance payment to suppliers

The Company makes advance payments to suppliers

and vendors for the procurement of raw materials.

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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

The Company reviews

its advance to suppliers on a periodic basis and makes general and specific allowances when there is doubt as to the ability of a supplier

to provide supplies to the Company or refund an advance.

Plant and Equipment

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

20 - 40 years

Machinery and equipment

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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.

is not provided for assets classified in this account.

Land use rights

Software licenses

Goodwill represents the excess of the purchase

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lower the carrying amount or fair value fewer costs to selling.

During the year ended December 31, 2025, the Company

identified indicators of impairment related to a production line and related long-lived assets due primarily to the prolonged suspension

of production and reduced utilization of the related assets.

The Company intends to continue operating and utilizing these assets and,

accordingly, evaluated the related asset group for impairment as held-and-used long-lived assets under ASC 360.

As the carrying amount of the asset group was

not expected to be recoverable, the Company measured the impairment loss as the amount by which the carrying value of the asset group

exceeded its estimated fair value.

The fair value measurement was based primarily on valuation techniques including the cost approach

and, where applicable, market information for similar used equipment.

Significant inputs included replacement cost, physical deterioration,

functional and economic obsolescence, and asset condition and utilization.

As a result, the Company recognized an impairment

charge of approximately $ 130,000 during the year ended December 31, 2025.

The fair value measurement of the asset group was classified

within Level 3 of the fair value hierarchy and was measured on a nonrecurring basis.

Statutory Reserves

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Foreign Currency Translation

The accompanying financial statements are presented

in United States dollars.

The accompanying consolidated 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.

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.

Period-end US$:

CDN$ exchange rate

CAD exchange rate

Period-end US$:

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Period average US$:

CDN$ exchange rate

CAD exchange rate

Period average US$:

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HK exchange rate

The RMB is not freely convertible into foreign currencies,

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

The RMB is not freely convertible into foreign

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

Revenue Recognition

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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:

explosion-proof skid-mounted refueling device, SF double-layer buried oil storage tank, industrial formaldehyde solution, urea-formaldehyde

pre-condensate (UFC), methylal, urea-formaldehyde glue for environment-friendly artificial board chemicals and tea products.

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;

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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.

As of December 31, 2025, 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.

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 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.

Share-based Compensation

recognize share-based compensation expense on a straight-line basis over the applicable requisite service period, based on the grand date

fair value of the award.

The fair value of shares issued for services is calculated by multiplying the number of shares issued with the

stock price on the grant date .

Commitments and Contingencies

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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

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

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

Disaggregation of Income

Statement Expenses.

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

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

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

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

after December 15, 2027.

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

The Company is

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

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

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

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with

Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments.

This guidance

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

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

The amended guidance is effective for all entities

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

guidance can be applied either prospectively or retrospectively.

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

amended guidance may have on its consolidated financial statements.

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 adoption of this guidance did not have a material impact on financial position, results of

operations and cash flows of the Company.

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

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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.

In March 2025, the FASB issued ASU 2025-03, Business

Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest

The amendments in this Update require an entity involved in an acquisition transaction effected primarily by exchanging equity

interests when the legal acquiree is a VIE that meets the definition of a business to consider the factors in paragraphs 805-10-55-12

through 55-15 to determine which entity is the accounting acquirer.

The amendments in this Update are effective for all entities for annual

reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

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

In April 2025, the FASB issued ASU 2025-04, Compensation—Stock

Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):

Clarifications to Share-Based Consideration Payable to

This Update is issued to reduce diversity in practice and improve the decision usefulness and operability of the guidance

for share-based consideration payable to a customer in conjunction with selling goods or services.

The amendments in this Update are effective

for all entities for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December

Early adoption is permitted.

The Company is currently in the process of evaluating the impact this amended guidance may have

on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial

Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

This Update is

issued to address challenges encountered when applying the guidance in Topic 326, Financial Instruments—Credit Losses, to current

accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers.

The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within

those annual reporting periods.

The adoption of this guidance did not have a material impact on financial position, results of operations

and cash flows of the Company.

In December 2025, the FASB issued ASU 2025-10,

Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities.

This Update is issued to establish the

accounting for a government grant received by a business entity, including guidance for (1) a grant related to an asset and (2) a grant

related to income.

For public business entities, the amendments in this Update are effective for annual reporting periods beginning after

December 15, 2028, and interim reporting periods within those annual reporting periods.

The Company is currently in the process of evaluating

the impact this amended guidance may have on 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

Discontinued Operation

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

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

On April 1, 2024, the Company transferred 100 %

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

On December 11, 2024, Jiayi entered into a Termination

3 unchanged sentences

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

On April 30, 2025, the Board resolved to discontinue

the operations of Shandong Yunchu.

Subsequently, on September 1, 2025, the Company disposed of its 100 % equity interest in Promising Prospect

HK Limited (“Promising HK”) for nominal consideration.

Promising HK holds the 100 % equity interest in Shandong Yunchu through

Jiayi Technologies and does not own any other operating assets of the Company.

The discontinued operation represents a strategic

3 unchanged sentences

held for sale as of December 31, 2024, 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:

31, 2025 and 2024, were retroactively reported as loss from discontinued operations.

The results of discontinued operations for the years

ended December 31, 2025 and 2024 are as follows:

For the Years ended

5 unchanged sentences

Total operating expenses

Income from discontinued operations

( 1,291,776 )

( 2,209,028 )

Loss from discontinued operations

Other income (expenses)

1 unchanged sentence

Interest expenses

Other expenses

Total other income (expense)

Loss on disposal of subsidiaries

Total other income (expenses)

Income (loss) before income taxes

( 2,623,718 )

Income taxes provision

Net income (loss) from discontinued operations

$ ( 2,623,718 )

Assets and liabilities of the discontinued operations:

CURRENT ASSETS:

Trades accounts receivable, net

Advances to suppliers

Other receivables

Restricted Cash

Accounts receivable, net

Advances to suppliers, net

Other receivables, net

Other receivables-related parties

Prepaid expenses

TOTAL CURRENT ASSETS

NON-CURRENT ASSETS:

Property and equipment, net

Land use rights, net

Construction in progress

Plant and equipment, net

Long-term investments

CURRENT LIABILITIES:

Accounts payable

Advance from customers

Taxes payable

2 unchanged sentences

TOTAL CURRENT LIABILITIES

Other long-term liabilities

Loans-noncurrent

TOTAL LIABILITIES

Trade Accounts Receivable, Net

Accounts Receivable, Net

The Company extends credit terms of 15 to 60 days

3 unchanged sentences

Allowance for credit losses

( 3,873,171 )

( 2,086,760 )

Allowance for credit losses

3 unchanged sentences

Additions to allowance

( 1,786,411 )

( 1,735,826 )

Reversal of allowance

Bad debt written-off

Ending balance

2 unchanged sentences

Advances to Suppliers, Net

Prepayments mainly include advance payment to suppliers and vendors

to procure raw materials.

Prepayments mainly include advance payment to

suppliers and vendors to procure raw materials.

Prepayments consist of the following:

12 unchanged sentences

( 1,933,772 )

Plant and Equipment

Plant and equipment consisted of the following as

of December 31, 2024 and 2023:

Plant and Equipment, Net

Plant and equipment consisted of the following

as of December 31, 2025 and 2024:

As of December 31,

8 unchanged sentences

31, 2025 and 2024 was $ 790,362 and $ 630,427 , respectively.

of plant and equipment movement is as follows:

As of December 31,

Beginning balance

Foreign currency translation adjustments

Ending balance

Intangible Assets

7 unchanged sentences

amortization expenses of the intangible assets were as follow:

ending December 31,

Long Term Investment

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

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

of $ 13.62 million, which was paid in 2022.

The balance of the investment was 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.

Years ending December 31,

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.

As of December 31, 2025 and 2024, the balance

of other payable and accrued liabilities was $ 2,140,130 and $ 1,948,434 respectively.

Other payables – third parties are those non-trade

payables arising from transactions between the Company and certain third parties.

Advance from Customer

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

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

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

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

For our operations, the proceeds received from

sales are initially recorded as advances from customers, which are usually related to unsatisfied performance obligations at the end of

an applicable reporting period.

As of December 31, 2025 and 2024, the outstanding balance of the advance from customers was $ 213,127 and

$ 368,232 respectively.

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

in the following reporting period.

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, 2025 and 2024, the outstanding

balance due from related parties was $ 2,736,302 and $ 1,916,298 , respectively.

Outstanding balances of significant related parties are

stated below:

As of December 31,

Amounts due from related parties:

Xing Chen the management of the Shandong Yunchu $ 59,431 $ 294,210

Hubei Shuang New Energy Technology Co., Ltd.

Haiyan Xiong owned 35% equity, withdrawn on March 7, 2025 $ 408,975 $ -

Haiyan Xiong the management of the Jingshan Sanhe 2,278,650 1,866,790

1 unchanged sentence

Bin Zhang the management of the Jingshan Sanhe 19,073 18,273

Yong Yang the management of the Fast 10,360 -

Yong Yang the management of Fast Approach 6,385 10,360

Total $ 2,736,302 $ 1,916,298

These above nontrade receivables arising from transactions between

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

These loans are unsecured, non-interest bearing and due

Receivables from Ms.

Haiyan Xiong mainly include advance to Ms.

Haiyan Xiong for procurement of raw material and carriage.

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

parties was $ 4,340,742 and $ 5,803,997 , respectively.

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

and unsecured unless further disclosed.

Significant parties comprised much of the total outstanding

balance as of December 31, 2024 and 2023 are stated below:

These nontrade receivables, as noted above, arise

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 Mr.

Haiyan Xiong mainly include advances to Mr.

Haiyan Xiong for procurement

of raw material and carriage.

As of December 31, 2025 and 2024, the outstanding

balance due to related parties was $ 1,924,426 and $ 2,950,972 , respectively.

The balance was advanced for the working capital of the Company,

and is non-interest bearing and unsecured unless further disclosed.

Outstanding balance of significant parties are

stated below:

As of December 31,

3 unchanged sentences

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 -

Haiyan Xiong owned 35% equity, withdrawn on March 7, 2025 -

Xianning Xiangtian Energy Co., Ltd.

significant impact 68,500 70,595

Xin Chen, supervisor of Jingshan Sanhe, acts as legal representative 71,499 68,500

Huiying Jin the management of the Xianning Bozhuang 304,580 291,803

Yiming Qian the management of the Fast -

Yang Yong the management of the Fast -

Ye Zhang the management of the Shanghai Shuning 18,323 15,910

Caiping Mao Wife of of Haiyan Xiong 28,600 -

Total $ 1,924,426 $ 2,950,972

The balance was advanced for working capital of the

Company, non-interest bearing, and unsecured unless further disclosed.

The changes in the carrying amount of goodwill by

reportable segment are as follows:

The balance was advanced for the working capital

of the Company, and is non-interest bearing and unsecured unless further disclosed.

The changes in the carrying amount of goodwill

by reportable segment are as follows :

Shandong Yunchu

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Goodwill acquired (1)

Goodwill impairment

Balance as of December 31, 2023

Goodwill acquired

Goodwill impairment

Disposal of subsidiary (2)

( 4,724,699 )

Balance as of December 31, 2025

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 .

(1) On November 26, 2025, Bozhuang entered into

a Share Purchase Agreements with shareholders of Hubei Shengsili Biotechnology Co., Ltd.

(“Hubei Shengsili”), to acquire 67 %

equity interests in Hubei Shengsili for a consideration of $ 143 .

(2) On April 30, 2025, the Board resolved to discontinue

the operations of Shandong Yunchu.

Subsequently, on September 1, 2025, the Company disposed of its 100 % equity interest in Shandong Yunchu.

The outstanding balances on short-term and long-term

3 unchanged sentences

Jingshan City branch of Postal Saving Bank of China Due in January 2025 3.85 % $ -

Jingshan City branch of Postal Saving Bank of China Due in January 2026 3.63 % 914,759 -

Jingshan City branch of Agricultural Bank of China Due in March 2026 3.3 % 1,136,835 -

Hubei Jingshan Rural Commercial Bank Co.

Due in March 2026 3.2 % 700,690 -

Jingmen Branch of Bank of China Due in June 2026 3.0 % 1,143,985 -

Hubei Jingshan Rural Commercial Bank Co.

Due in June 2026 4.0 % 428,994 410,998

Hubei Bank Jingshan Branch.

Due in December 2026 3.0 % 1,000,987 -

Hubei Jingshan Rural Commercial Bank Co.

Due in August 2026 4.58 % 285,996 273,999

Chajiaduo supply chain Hubei co., Ltd Due in February 2026 -

Wei Jin Due in December 2025 12 % 71,499 -

Bank overdraft 785 221

2 unchanged sentences

Savings Bank of China was obtained to support general working capital, with a comprehensive guarantee provided by Mr.

Zhou Bin, the Company’s

Bin Zhou, the Company’s

CEO, and Hubei Bryce Technology Co., Ltd., which is under the company’s control.

The loan from the Jingshan City branch of Agricultural

Bank of China was obtained to support general working capital, with a comprehensive guarantee provided by an unrelated third party, Jingshan

Chengxin Financing Guarantee Co., Ltd.

The loan from the Hubei Jingshan Rural Commercial

was obtained to support general working capital, with certain buildings and land use rights of Hubei Ruishengchang Industrial

in the amount of $ 493,198 pledged as collateral, as well as comprehensive guarantee provided by Mr.

Zhou Bin, Mr.

senior management of the Company, Mr.

Wei Ge, a third-party individual, Hubei Bryce Technology Co., Ltd.

and Hubei Ruishengchang Industrial

Co., Ltd., which is under control of Ms.

in the amount of RMB 3.6 million (equivalent to $ 505,689 ) pledged as collateral, as well as comprehensive guarantee provided

Bin Zhou, Mr.

Bin Zhang, senior management of the Company, Mr.

Ge Wei, a third-party individual, Hubei Bryce Technology Co., Ltd.

and Hubei Ruishengchang Industrial Co., Ltd., which is under control of Mr.

The loan from Jingmen Branch of Bank of China

was obtained to support general working capital, with no guarantee requirement for this loan.

The loan from Hubei Bank Jingshan Branch was obtained

to support general working capital, with a comprehensive guarantee provided by Mr.

Bin Zhang, his wife Ms.

Shunhui Gao, and Hubei Bryce

Technology Co., Ltd., which is under the company’s control.

The loan from Chajiaduo Supply Chain Hubei Co.,

was obtained to support general working capital, with no guarantee requirement.

The loan from Mr.

Wei Jin was obtained to support general working capital,

with no guarantee requirement.

This loan was subsequently fully repaid in March 2026.

Interest expense for the years ended December

31, 2025 and 2024 was $ 155,538 and $ 70,542 , respectively.

On May 31, 2024, every ten shares of the Common Stock

issued and outstanding or held as treasury stock will be automatically converted into one new share of Common Stock.

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

1 unchanged sentence

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,

On August 29, 2025, the stockholders of the Company approved the 2025

Equity Incentive Plan (the “2025 Plan”), up to 7,000,000 shares of common stock, par value $ 0.001 per share may be issued

pursuant to future grants of equity-based awards under the 2025 Plan.

During the year ended December 31, 2025, the Company issued an aggregate

of 6,950,000 shares of common stock to nine employees under the 2025 Plan for a fair value of $ 14,429,500 .

The fair value is determined

based on the stock price on the grant date.

As of December 31, 2025, the number of common

shares issued and outstanding was 14,232,714 .

United States

On December 22, 2017, the “Tax Cuts and Jobs

Act” (the “Act”) was enacted.

On December 22, 2017, the “Tax Cuts and

Jobs Act” (the “Act”) was enacted.

Under the provisions of the Act, the U.S.

19 unchanged sentences

upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.

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.

PinnacleTech HK Limited 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.

The Company PRC subsidiaries and VIEs and their controlled

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, PinnacleTech

HK Limited is exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of

The Company PRC subsidiaries 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

16 unchanged sentences

PRC Statutory Tax at 25 % Rate

( 1,709,495 )

( 1,546,414 )

Effect of tax exemption granted

Valuation allowance

Per Share Effect of Tax Exemption

Effect of tax exemption granted

Weighted-Average Shares Outstanding Basic

Per share effect

The Company evaluated the provisions of ASC 740 related

to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.

ASC 740 prescribes a comprehensive

model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing

Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured

pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating

loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential

future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

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

Reconciliation of effective income tax rate from

5 unchanged sentences

The Company’s effective tax rate

Earnings/(Loss) Per Share

Loss Per Share

For the Years Ended

Loss from operations attributable to common stockholders

Loss from continuing operations

$ ( 17,791,496 )

$ ( 2,573,086 )

Loss from discontinued operations

$ ( 9,184,214 )

$ ( 4,755,970 )

Loss per share from continuing operations - Basic and diluted

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

Loss per share from discontinuing operations-Basic and diluted

Basic and diluted weighted average shares outstanding

8 unchanged sentences

For the Years Ended December 31,

The Company’s deposits are made

with banks located in the PRC.

Cash maintained in banks within the People’s Republic of China of less than RMB 0.5 million (equivalent

to $ 68,500 ) per bank are covered by “deposit insurance regulation” promulgated by the State Council of the People’s

Republic of China.

Since the Company’s inception,

the age of account receivables has been less than one year, indicating that the Company is subject to the minimal risk borne from credit

extended to customers.

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 $ 71,499 )

per bank are covered by “deposit insurance regulation” promulgated by the State Council of the People’s Republic of

Since the Company’s inception, the age of

account receivables has been less than one year, indicating that the Company is subject to the minimal risk borne from credit extended

to customers.

Interest risk

The Company is subject to interest

rate risk when short-term and long-term loans become due and require refinancing.

The Company is subject to interest rate risk when

short-term and long-term loans become due and require refinancing.

Economic and political risks

The Company’s operations are

conducted in the PRC.

Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes

in the political, economic, and legal environments in the PRC.

The Company’s operations are conducted in

Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the

political, economic, and legal environments in the PRC.

Contingencies

The 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.

On July 27, 2023, Daqi Cui, a former employee,

filed a complaint against the Company in Queens County, the Supreme Court of the State of New York, asserting claims of breach of employment

contract, seeking $ 609,145 in damages as well as attorneys’ fees and costs.

On November 6, 2023, the Company filed a motion to move

the case to the United States District Court, Eastern District of New York for an Order to dismiss with prejudice.

On July 29, 2024, Complaint

was dismissed by the Eastern District of New York.

However, Plaintiff was granted leave to file an amended complaint within 30 days after

entry of the order.

Subsequently, the Plaintiff filed an amended complaint against the Company and the Company has moved to dismiss the

amended complaint.

On July 8, 2024, China Supply and Marketing Agricultural

Products Co., Ltd.

(“China Supply and Marketing”)filed a lawsuit against Shandong Yunchu, Li Honghu, the legal representative

of Shandong Yunchu International Trade Co., Ltd.

(“Qingdao Sirun”), and Jiayi Technologies.

Shandong Yunchu and Qingdao Sirun

entered into two entrusted import contracts with China Supply and Marketing in 2021 and 2022, respectively.

China Supply and Marketing

made phased payments to the foreign suppliers, while Shandong Yunchu and Qingdao Sirun paid China Supply and Marketing and collected part

of the goods.

However, an outstanding amount of RMB 7,012,335 (equivalent to $ 960,686 ) remained, consisting of unpaid balances and uncollected

It is claimed that, on September 13, 2023, Shandong Yunchu, Qingdao Sirun, and China Supply and Marketing entered into a debt transfer

agreement, under which Shandong Yunchu assumed all remaining debt obligations of Qingdao Sirun, including outstanding payments and uncollected

Li Honghu, the legal representative of Shandong Yunchu, signed the debt transfer agreement as a guarantor and affixed his fingerprint.

Jiayi Technology, as the sole shareholder of Shandong Yunchu, was included in the lawsuit under corporate law, with China Supply and Marketing

seeking joint liability from Jiayi Technology for Shandong Yunchu’s debts.

Shandong Yunchu contended that it never agreed to assume

Qingdao Sirun’s debt obligations and never signed any debt transfer agreement.

It further argued that the debt transfer agreement

presented by the plaintiff contained a forged signature and fingerprint of Li Honghu, and requested a forensic examination to verify the

authenticity of the document.

Jiayi Technology claimed that it had already fulfilled its capital contribution to Shandong Yunchu and should

not bear any joint liability.

Yongan Construction Engineering Co., Ltd.

filed a lawsuit against Xianning

Bozhuang over outstanding construction project payments.

On April 22, 2024, the court ruled that Xianning Bozhuang must pay RMB 867,326

(equivalent to $ 118,823 ) in construction project fees along with interest calculated at an annual rate of 3.8 % from January 1, 2022, until

the full amount is settled.

The judgment took effect on May 7, 2024, and Xianning Bozhuang is currently in the process of making payments

toward the outstanding debt.

As of December 31, 2024, cash in the amount of $ 1,234 was restricted by court due to this lawsuit.

Jianfa Logistics (Fuzhou) Co., Ltd.

sued Shandong Yunchu for failing

to pay RMB 2,817,441 (equivalent to $ 385,988 ) under an agency import contract, along with a penalty of RMB 375,294 (equivalent to $ 51,415 ).

Additionally, Jianfa Logistics sought to hold Shandong Yunchu’s shareholder, Xianning Jiayi, jointly liable for the debt.

11, 2024, the court ruled that Shandong Yunchu is responsible for repaying the outstanding amount, with Xianning Jiayi assuming joint

However, Xianning Jiayi argued that it had already fulfilled its capital contribution obligations and should not bear any joint

As a result, it has filed an appeal with the higher court.

The Company records accruals for certain of its

outstanding legal proceedings or claims when it is probable that 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.

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.

The Company has analyzed its operations subsequent to December 31,

2025 to the date these consolidated financial statements were issued and has determined that it does not have any material contingency

events to disclose.

Subsequent Events

7 unchanged sentences

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.

to December 31, 2025 to the date these audited consolidated financial statements were issued, and has determined that other than described

below, it does not have any material events to disclose.

On March 10, 2026, the Company incorporated Hubei Taihe Biotechnology

Co., Ltd., a PRC limited liability company.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures