Planet Green Holdings Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures 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. generally 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. Further, the 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. The design 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 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. GAAP and SEC 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. 20 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 expertise. We plan to search for qualified personnel in other regions of China; and (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. We 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. We may also 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 Reporting Other than as described above, 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. Management, including our Chief Executive Officer and Chief Financial Officer, does not expect our internal controls to prevent or detect all misstatements. No matter how well designed and operated, a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of such controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of misstatements, if any, have been detected or prevented. Also, projections of any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. ITEM 9B. OTHER INFORMATION. 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not Applicable. 21 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors and Officers The following table sets forth the name, age and position of each of our current directors and officers. Name Age Position Bin Zhou 36 Chairman and Chief Executive Officer Lili Hu 48 Chief Financial Officer Luojie Pu 38 Director King Fai Leung 53 Director Yang Cao 33 Director Mr. Bin Zhou has served as a director of the Company since May 2019 and served as our Chief Executive Officer and Chairman since October 2020. He has served as chairman of the board of directors of Xianning Bozhuang since March 2019. Mr. Zhou was the general manager and legal representative of Hubei Qianding Equipment Manufacturing Co., Ltd., a mechanical equipment manufacturing company, from March 2016 to March 2019. He also served as supervisor of Hubei Henghao Real Estate Development Co., Ltd., a real estate development company, from April 2014 to June 2018. Mr. Zhou received his Bachelor of Law degree from National Judges College in Beijing, China. Ms. Lili Hu has served as the Chief Financial Officer of the Company since June 2019. She has over ten years of accounting experiences. Ms. Hu has served as the financial director of Xianning Bozhuang Tea Products Co., Ltd., a wholly-owned subsidiary of the Company, since July 2018. From June 2016 to June 2018, Ms. Hu worked as an audit project manager with Hubei Puhua Lixin LLP, an audit firm in Hubei, China. From May 2014 to May 2016, Ms. Hu was a financial manager of Houfu Medical Device Co., Ltd., a medical device company in China. From January 2009 to December 2013, Ms. Hu served as the financial director of Hebei Rentian Gaopeng Mechanical Co., Ltd., a manufacturing company in China. From January 2006 to June 2008, Ms. Hu was the Chief Financial Officer of Hubei Hongfa Telecommunications Co., Ltd., a telecommunications company in China. Ms. Hu graduated from Hubei University of Science and Technology with a major in accounting. Ms. Hu is a Certified Public Accountant in China. Ms. Luojie Pu has served as a director of the Company since August 2022. Ms. Pu has served as the vice general manager of Jinan Hehui financial software service Co., Ltd. since April 2018. From October 2013 to March 2018, Ms. Pu served as an associate marketing director for Jinan Hengxin Weiye Telecommunication Equipment Co., Ltd. Ms. Pu received her bachelor’s degree in finance from Shandong University in July 2013. We believe Ms. Pu is well qualified to serve on the Board because of her extensive finance and management experience. Mr. King Fai Leung has served as a director of the Company since July 2019. He has over 20 years’ experience in finance and accounting. He has been the executive director of Maxima Energy Limited, an energy company in Hong Kong, since December 2018. Mr. Leung has also served as an independent director since November 2017 and was re-designated in March 2019 as an executive director and Chief Financial Officer of Chineseinvestors.com, Inc., a financial information website for Chinese-speaking investors (OTCQB: CIIX). He has also served as an independent director, chairman of the audit committee and a member of the remuneration and nomination committee of Daisho Microline Holdings Ltd., a Hong Kong-based investment holding company principally engaged in the manufacture and sales of printed circuit boards (HKG: 0567), since June 2015. In addition, Mr. Leung served as directors in various public companies, including Kirin Group Holdings Limited, an investment holding company principally engaged in the financial related business (HKG: 8109), Biostar Pharmaceuticals, Inc., a pharmaceutical and medical nutrient products company (OTC Pink: BSPM), and Hao Wen Holdings Limited, an investment holding company principally engaged in the manufacture and trading of biomass fuel in China (HKG: 8019). Mr. Leung earned his Bachelor of Commerce in Accounting and Finance from Deakin University in Victoria, Australia. He is a Certified Public Account in both Hong Kong and Australia. 22 Ms. Yang Cao has served as a director of the Company since March 2020. She has been practicing commercial law as an attorney with Hubei Zhonghe Law Office. Prior to that, she served as a legal counsel to Xianning High-Tech Industrial Zone, a municipal government authority providing infrastructure and resources to high-tech companies, from November 2016 to November 2019. From October 2015 to November 2016, Ms. Cao worked as a compliance officer at Qingdao Inter-Credit Group Wuhan Branch, a business consulting company. Ms. Cao received her LL.B. degree from Hankou College and an LL.M. degree from Central China Normal University There are no arrangements or understandings between any of our directors, officers and any other person pursuant to which any director was selected to serve as a director or officers of our company. Directors are elected until their successors are duly elected and qualified. Our executive officers are appointed by our Board and serve at their discretion. There are no family relationships among our directors or officers. Board of Directors Our Board met on 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 The Audit Committee assists our Board in monitoring: - our accounting, auditing, and financial reporting processes; - the integrity of our financial statements; - internal controls and procedures designed to promote our compliance with accounting standards and applicable laws and regulations; and - the appointment and evaluation of the qualifications and independence of our independent auditors. King Fai Leung, Yang Cao and Luojie Pu, all of whom are independent directors under SEC rules and the rules of NYSE American, are currently serving as members of the Audit Committee. Mr. Leung is the chairman of the Audit Committee and is our audit committee financial expert. The Audit Committee has adopted a written charter, a copy of which is available on our website at www.planetgreenholdings.com, and a printed copy of which is available to any stockholder requesting a copy by writing to: Planet Green Holdings Corp., c/o Board of Director Office, 130-30 31 st Ave, Suite 512, Flushing, NY, 11354. During the fiscal year ended December 31, 2025, our Audit Committee held four meetings. Compensation Committee The functions of the Compensation Committee are as follows: ● to assist our Board in discharging its responsibilities with respect to compensation of our executive officers and directors; ● to evaluate the performance of our executive officers; ● to assist our Board in developing succession plans for executive officers; and ● to administer our stock and incentive compensation plans and recommend changes in such plans to our Board as needed. 23 The current members of the Compensation Committee are Luojie Pu, King Fai Leung and Yang Cao. Ms. Pu is the chairman of the Compensation Committee. All current members of the Compensation Committee are independent directors, and all past members were independent directors at all times during their service on such Committee. None of the past or present members of our Compensation Committee are present or past employees or officers of the Company or any of our subsidiaries. No member of the Compensation Committee has had any relationship with us requiring disclosure under Item 404 of Regulation S-K. None of our executive officers serves on the Board of Directors or compensation committee of a company that has an executive officer that serves on our Board of Directors or Compensation Committee. The Compensation Committee may not delegate its responsibilities to another committee, individual director or member of management. The Compensation Committee meets on an annual basis and holds special meetings as needed. The Compensation Committee meetings may be called by the Committee chairman, the Chairman of the Board of Directors or a majority of Committee members. The Chief Executive Officer and Chief Financial Officer also provide recommendations to the Compensation Committee relating to compensation of other executive officers. The Compensation Committee held one meeting in fiscal year 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 is responsible for, among other things: ● to make recommendations to the Board of Directors with respect to the size and composition of the Board of Directors; ● to make recommendations to the Board of Directors on the minimum qualifications and standards for director nominees and the selection criteria for the Board members; ● to review the qualifications of potential candidates for the Board of Directors; ● to make recommendations to the Board of Directors on nominees to be elected at the annual meeting of stockholders; and ● to seek and identify a qualified director nominee, in the event that a director vacancy occurs, to be recommended to the Board of Directors for either appointment by the Board of Directors to serve the remainder of the term of a director position that is vacant or election at the annual meeting of the stockholders. The current members of the Nominating and Corporate Governance are Yang Cao, Luojie Pu and King Fai Leung. Ms. Cao is the chairman of the Nominating and Corporate Governance Committee. During the fiscal year 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; the candidate’s name, address and other contact information; any direct or indirect holdings of our securities by the nominee; any information required to be disclosed about directors under applicable securities laws and/or stock exchange requirements; information regarding related party transactions with our company and/or the stockholder submitting the nomination; any actual or potential conflicts of interest; the nominee’s biographical data, current public and private company affiliations, employment history and qualifications and status as “independent” under applicable securities laws and stock exchange requirements. Nominees proposed by stockholders will receive the same consideration as other nominees. 24 Compensation Committee Interlocks and Insider Participation None of our officers currently serves, or in the past year has served, as a member of the Board of Directors or compensation committee of any entity that has one or more officers serving on our Board of Directors. Code of Ethics Our Board adopted a Code of Ethics that applies to all of our directors, executive officers, including our principal executive officer, principal financial officer and principal accounting officer, and employees. The Code of Ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code. The Code of Ethics is available on our website at http://www.planetgreenholdings.com, and a copy of the Code of Ethics is available to any stockholder requesting a copy by writing to: Planet Green Holdings Corp., c/o Board of Director Office, 130-30 31 st Ave, Suite 512, Flushing, NY, 11354. We intend to disclose on our website, in accordance with all applicable laws and regulations, amendments to, or waivers from, our Code of Ethics. Compensation Recovery (“Clawback”) Policy 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 Policy. 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. 25 ITEM 11. 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: Bin Zhou, 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, 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 Year Salary Bonus Stock Awards Option Awards All Other Compensation Total (a) (b) (c) (d) (e) (f) (g) (h) Bin Zhou, 2025 $ 96,000 $ - $ 2,125,000 $ - $ - $ 2,221,000 Chairman, Chief Executive Officer and Director 2024 $ 96,000 $ - $ - $ - $ - $ 96,000 - - - - Lili Hu, 2025 $ 84,000 $ - $ - $ - $ - $ 84,000 Chief Financial Officer Director 2024 $ 84,000 $ - $ - $ - $ - $ 84,000 In October 2020, the Board appointed Bin Zhou as a member of the Board and the Chief Executive Officer. Pursuant to the employment agreement with Mr. Zhou dated October 25, 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. Under 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 with Ms. Hu, we are obligated to pay 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. Name Fees Earned or Paid in Cash Stock Awards All Other Compensation Total Luojie Pu, $ 24,000 $ -- $ -- $ 24,000 King Fai Leung, $ 21,600 $ -- $ -- $ 21,600 Yang Cao, $ 24,000 $ -- $ -- $ 24,000 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 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 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 compensation of $24,000 per year. 26 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 awards. 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 Plan. 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 — (1) — 50,000 (2) 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. 27 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The following table sets forth information regarding beneficial ownership of our common stock as of March 31, 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, NY 11354. 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 Amount and nature of beneficial ownership Percent of class Directors, Executive Officers and 5% or Greater Stockholders Bin Zhou, Chairman, Chief Executive Officer and Director 2,594,200 18.23 % Lili Hu, Chief Financial Officer - - Luojie Pu, Director - - King Fai Leung, Director - - Yang Cao, Director - - All executive officers, directors and director nominees as a group (five individuals) 2,594,200 18.23 % Changes in Control There are currently no arrangements which would result in a change in control of us. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE . Related Party Transactions 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, 2025 2024 Mr. Bin Zhou Chief Executive Officer and Chairman of the Company $ 628,621 $ 1,299,675 Ms. Luojie Pu Independent director of the Company 872,803 836,190 See also information set forth in Note 11 to the consolidated financial statements included in this Annual Report on Form 10-K. 28 Policy for Approval of Related Party Transactions Our Audit Committee Charter provides that all related party transactions required to be disclosed under SEC rules are to be reviewed by the Audit Committee. Director Independence NYSE American listing standards require that a majority of our Board of Directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors has determined that Luojie Pu, King Fai Leung, Yang Cao are “independent directors” as defined in the NYSE American listing standards and applicable SEC rules. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. Accounting fees consisted of the following as of December 31, 2025 and December 31, 2024: 12/31/2024 12/31/2025 Accounting fees $ 400,000 $ 300,000 Total $ 400,000 $ 300,000 YCM CPA INC. 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 other services were provided by YCM CPA INC. during such periods. 29 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) (1 and 2) Financial Statement and Schedules The financial statements contained in the “Audited Financial Statements” beginning on page F-1 of this annual report on Form 10-K. (b) Exhibits Exhibit No. Description 3.1 Articles of Incorporation of the registrant, as filed with the Nevada Secretary of State on June 15, 2009. Incorporated by reference to Exhibit 3.1 to the registrant’s registration statement on Form S-3 filed on January 29, 2010. 3.2 Certificate of Amendment of the registrant, as filed with the Nevada Secretary of State on September 28, 2018. Incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed on October 2, 2018. 3.3 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. 3.4 Bylaws of the registrant. Incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form S-3 filed on January 29, 2010. 4.1* Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. 10.1* Employment Agreement dated with Bin Zhou. 10.2* Employment Agreement with Lili Hu. 10.3* 2025 Equity Incentive Plan. 14.1 Business Ethics Policy and Code of Conduct, adopted on April 30, 2007. Incorporated by reference to Exhibit 14 to the registrant’s current report on Form 8-K filed on May 9, 2007. 19.1* Insider Trading Policy 21.1* List of subsidiaries of the registrant. 23.1* Consent of YCM CPA Inc. 31.1* Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Planet Green Holdings Corp. Clawback Policy 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith ** Furnished herewith ITEM 16. FORM 10-K SUMMARY Not applicable. 30 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PLANET GREEN HOLDINGS CORP. Date: March 31, 2026 By: /s/ Bin Zhou Bin Zhou, Chief Executive Officer and Chairman (Principal Executive Officer) By: /s/ Lili Hu Lili Hu, Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Bin Zhou Chief Executive Officer and Chairman March 31, 2026 Bin Zhou (Principal Executive Officer) /s/ Lili Hu Chief Financial Officer and Director March 31, 2026 Lili Hu (Principal Financial Officer and Principal Accounting Officer) /s/ Luojie Pu Director March 31, 2026 Luojie Pu /s/ King Fai Leung Director March 31, 2026 King Fai Leung /s/ Yang Cao Director March 31, 2026 Yang Cao 31 PLANET GREEN HOLDINGS CORP. CONSOLIDATED FINANCIAL STATEMENTS (Stated in US Dollars) CONTENTS PAGES Report of Independent Registered Public Accounting Firm (PCAOB ID #6781) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) For the Years Ended December 31, 2025 and 2024 F-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-7 Notes to Consolidated Financial Statements F-8 to F-24 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and the shareholders of Planet Green Holdings Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Planet Green Holdings Corp. and its subsidiaries (collectively, the “Company”) as of December 31, 2025 and 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 The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company records an accumulated deficit as of December 31, 2025, and the Company currently has a working capital deficit, continued net losses and negative cash flows from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. These consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. F- 2 Critical Audit Matters The critical audit matter communicated below is matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Impairment of Long-lived Assets Description of the Matter As discussed in Note 2 and Note 9 to the consolidated 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 million. 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. How We Addressed the Matter in Our Audit 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 . We have served as the Company’s auditor since 2022. PCAOB ID 6781 Irvine, California March 31, 2026 F- 3 Planet Green Holdings Corp. Consolidated Balance Sheets As of December 31, 2025 2024 Assets Current assets Cash $ 118,956 $ 180,039 Restricted cash - 296 Accounts receivable, net 209,206 56,281 Inventories, net 737,970 851,739 Advances to suppliers, net 984,566 849,535 Other receivables, net 1,610 262,696 Other receivables-related parties 2,736,302 1,916,298 Prepaid expenses 20,071 480,067 Assets of discontinuing operations - 10,295,422 Total current assets 4,808,681 14,892,373 Non-current assets Plant and equipment, net 4,652,972 4,957,928 Intangible assets, net 717,311 819,072 Construction in progress, net 23,909 22,906 Goodwill 7,005 4,724,699 Total non-current assets 5,401,197 10,524,605 Total assets $ 10,209,878 $ 25,416,978 Liabilities and Stockholders’ Equity Current liabilities Loans-current $ 5,255,536 $ 1,641,503 Accounts payable 2,114,143 1,851,646 Advance from customers 213,127 368,232 Taxes payable 232,066 80,671 Other payables and accrued liabilities 2,140,130 1,948,434 Other payables-related parties 1,924,426 2,950,972 Liabilities of discontinuing operations - 4,470,660 Total current liabilities 11,879,428 13,312,118 Non-current liabilities Loans-noncurrent 500,493 410,998 Total non-current liabilities 500,493 410,998 Total liabilities 12,379,921 13,723,116 Commitments and contingencies Stockholders’ equity Preferred stock: $ 0.001 par value, 100,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and 2024 - - Common stock: $ 0.001 par value, 1,500,000,000 shares authorized; 14,232,714 and 7,282,714 shares issued and outstanding as of December 31, 2025 and 2024, respectively 14,233 7,283 Additional paid-in capital 170,190,324 155,767,774 Accumulated deficit ( 175,029,363 ) ( 148,053,653 ) Accumulated other comprehensive income 2,658,143 3,972,458 Non-controlling interests ( 3,380 ) - Total stockholders’ (deficit) equity ( 2,170,043 ) 11,693,862 Total liabilities and stockholders’ (deficit) equity $ 10,209,878 $ 25,416,978 See Accompanying Notes to the Consolidated Financial Statements F- 4 Planet Green Holdings Corp. Consolidated Statements of Operations and Comprehensive Loss For the Years Ended December 31, 2025 2024 Net revenues $ 3,040,616 $ 4,692,664 Cost of revenues 2,939,679 4,138,015 Gross profit 100,937 554,649 Operating expenses: Selling and marketing expenses 32,302 15,291 General and administrative expenses 17,641,990 3,062,691 Research and developing expenses 70,222 57,080 Total operating expenses 17,744,514 3,135,062 Operating loss ( 17,643,577 ) ( 2,580,413 ) Other income (expenses) Interest income 139 379 Interest expenses ( 155,538 ) ( 70,542 ) Other income 32,883 87,262 Other expenses ( 14,104 ) ( 9,772 ) Total other (expenses) income ( 136,620 ) 7,327 Loss before income taxes ( 17,780,197 ) ( 2,573,086 ) Income tax expenses 11,299 - Loss from continuing operations ( 17,791,496 ) ( 2,573,086 ) Discontinued operations: Loss from discontinued operations ( 9,184,214 ) ( 4,755,970 ) Net loss ( 26,975,710 ) ( 7,329,056 ) Less: Net loss attributable to non-controlling interest - - Net loss attributable to ordinary shareholders of PLAG ( 26,975,710 ) ( 7,329,056 ) Net loss ( 26,975,710 ) ( 7,329,056 ) Foreign currency translation adjustment ( 180,452 ) ( 417,294 ) Total comprehensive loss $ ( 27,156,162 ) $ ( 7,746,350 ) Loss per share of common stock - basic and diluted Continuing operations $ ( 2.21 ) $ ( 0.35 ) Discontinued operations $ ( 1.14 ) $ ( 0.65 ) Basic and diluted weighted average shares outstanding 8,061,755 7,282,714 See Accompanying Notes to the Consolidated Financial Statements F- 5 Planet Green Holdings Corp. Consolidated Statements of Changes in Stockholders’ Equity (Deficit) For the Years Ended December 31, 2025 and 2024 Accumulated Additional Other Non- Total Common Stock Paid-in Accumulated Comprehensive Controlling Equity Shares Amount Capital Deficit Income Interests (Deficit) Balance as of December 31, 2023 7,282,714 $ 7,283 $ 155,767,774 $ ( 140,724,597 ) $ 4,389,752 $ - $ 19,440,212 Net loss - - - ( 7,329,056 ) - - ( 7,329,056 ) Foreign currency translation adjustment - - - - ( 417,294 ) - ( 417,294 ) Balance as of December 31, 2024 7,282,714 $ 7,283 $ 155,767,774 $ ( 148,053,653 ) $ 3,972,458 - $ 11,693,862 Net loss - - - ( 26,975,710 ) - - ( 26,975,710 ) Disposal of subsidiaries - - - - ( 1,133,863 ) - ( 1,133,863 ) Acquiring subsidiaries - - - - - ( 3,380 ) ( 3,380 ) Stock based compensation 6,950,000 6,950 14,422,550 - - - 14,429,500 Foreign currency translation adjustment - - - - ( 180,452 ) - ( 180,452 ) Balance as of December 31, 2025 14,232,714 $ 14,233 $ 170,190,324 $ ( 175,029,363 ) $ 2,658,143 $ ( 3,380 ) $ ( 2,170,043 ) See Accompanying Notes to the Consolidated Financial Statements F- 6 Planet Green Holdings Corp. Consolidated Statements of Cash Flows For the Years Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 26,975,710 ) $ ( 7,329,056 ) Add: net loss from discontinuing operations 9,184,214 4,755,970 Net loss from continuing operations ( 17,791,496 ) ( 2,573,086 ) Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: 　 Depreciation 790,362 630,427 Amortization 133,902 133,712 Allowance for doubtful accounts 292,797 349,730 Stock based compensation 14,429,500 - Impairment of plant and equipment 126,805 - Loss on disposal of plant and equipment - ( 253 ) Changes in operating assets and liabilities, net of effects of acquisitions and disposals: Accounts receivables ( 174,130 ) ( 46,789 ) Inventories 146,977 537,916 Advances to suppliers ( 61,424 ) 1,150,734 Other receivables 155 ( 52 ) Accounts payable 199,159 ( 33,569 ) Advance from customer ( 166,877 ) ( 28,580 ) Other payables and accrued liabilities 143,985 1,122,052 Taxes payable 143,988 40,194 Deferred income - ( 14,702 ) Other long-term liabilities - ( 29,404 ) Net cash (used in) provided by operating activities from continuing operations ( 1,786,297 ) 1,238,330 Net cash used in operating activities from discontinued operations - ( 426,497 ) Net cash (used in) provided by operating activities ( 1,786,297 ) 811,833 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of plant and equipment ( 4,824 ) ( 1,199 ) Cash received from disposal of plant and equipment - 1,389 Net increase in cash from acquisition of subsidiary 490 - Net cash (used in) provided by operating activities from continuing operations ( 4,334 ) 190 Net cash provided by operating activities from discontinued operations - - Net cash (used in) provided by investing activities ( 4,334 ) 190 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term loans 4,599,652 2,081,469 Repayment of bank loans ( 1,083,730 ) - Changes in related party balances, net ( 1,776,689 ) ( 2,919,055 ) Net cash provided by (used in) continuing financing activities 1,739,233 ( 837,586 ) Net cash provided by financing activities from discontinued operations - - Net cash provided by (used in) financing activities 1,739,233 ( 837,586 ) Net decrease in cash and restricted cash ( 51,398 ) ( 25,563 ) EFFECT OF EXCHANGE RATE ON CASH AND RESTRICTED CASH ( 9,981 ) ( 2,826 ) CASH AND RESTRICTED CASH AT BEGINNING OF YEAR 180,335 208,724 CASH AND RESTRICTED CASH AT END OF YEAR $ 118,956 $ 180,335 SUPPLEMENTARY OF CASH FLOW INFORMATION Interest received $ 139 $ 396 Interest paid $ 155,538 $ 70,542 See Accompanying Notes to the Consolidated Financial Statements F- 7 PLANET GREEN HOLDINGS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 1. Organization and Principal Activities Planet Green Holdings Corp. (the “Company” or “PLAG”) is a holding company incorporated in Nevada. We are engaged in various businesses through our subsidiaries in China and Canada. 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. for restructuring purposes. On August 12, 2019, through Lucky Sky HK, the Company established Lucky Sky Petrochemical, a wholly foreign-owned enterprise incorporated in Xianning City, Hubei Province, China. On December 9, 2020, Lucky Sky Petrochemical Technology (Xianning) Co., Ltd. changed its name to Jiayi Technologies (Xianning) Co., Ltd. (“Jiayi Technologies” or “WFOE”) On May 29, 2020, the Promising Prospect BVI Limited incorporated Lucky Sky Planet Green Holdings Co., Limited, a limited 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 markets. 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 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. 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. 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. (“Shandong Yunchu”) for the transfer to 100 % of the equity interest of Shandong Yunchu to the Jiayi Technologies (Xianning) Co., Ltd. For the 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. F- 8 On April 8, 2022, Planet Green Holdings Corporation (Nevada) issued an aggregate of 7,500,000 shares of common stock to the equity holders of Allinyson Ltd. for the acquisition of 100 % of the equity interest of Allinyson Ltd., including its wholly-owned subsidiary Baokuan Technology (Hongkong) Limited. On April 1, 2024, Allinyson Ltd. and its subsidiaries have 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 The Company’s chief operating decision-makers (i.e. chief executive officer and her direct reports) review financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by business lines for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. Based on qualitative and quantitative criteria established by Accounting Standards Codification (“ASC”) 280, “Segment Reporting”, the Company considers itself to be operating within one reportable segment. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the Company has incurred a net loss from continuing operations of $ 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 ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plan for the Company’s continued existence is dependent upon management’s ability to execute the business plan, develop the plan to generate profit; additionally, Management may need to continue to rely on private placements or certain related parties to provide funding for investment, for working capital and general corporate purposes. If management is unable to execute its plan, the Company may become insolvent. F- 9 2. Summary of Significant Accounting Policies Basis of Presentation 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, 2025 are set below: Name of Company Place of incorporation Attributable equity interest % Registered capital Promising Prospect BVI Limited The British Virgin Islands 100 $ 10,000 Fast Approach Inc. Canada 100 79 Shanghai Shuning Advertising Co., Ltd. (a subsidiary of Fast Approach Inc.) PRC 100 - Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. (a subsidiary of Hubei Bryce Technology Co., Ltd.) PRC 100 4,710,254 Xianning Bozhuang Tea Products Co., Ltd. (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 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 balances and transactions in preparing the accompanying consolidated financial statements. Reclassifications Certain amounts on the prior years’ consolidated balance sheets and statement of operations were reclassified to reflect discontinuing operations, with no effect on ending stockholders’ equity. Use of 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. Actual results could differ from these estimates. F- 10 Cash and Restricted Cash Cash includes currency on hand and deposits held by banks that can be added or withdrawn without limitation. The Company maintains most of its bank accounts in the PRC. Cash maintained in banks within the People’s Republic of China of less than RMB 0.5 million (equivalent to $ 71,499 ) per bank are covered by “deposit insurance regulation” promulgated by the State Council of the People’s Republic of China. Restricted cash includes any cash that is legally restricted as to withdrawal or usage. As of December 31, 2025 and 2024, cash in the amount of $0 and $ 296 was restricted by court due to lawsuits against the Company. 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 has determined that the likelihood of collection is not probable. Inventories, Net Inventories consist of raw materials and finished goods, stated at the lower of cost or market value. Finished goods are comprised of direct materials, direct labor, inbound shipping costs, and allocated overhead. An annual impairment test will be performed on inventory, and any excess of the recoverable amount over the carrying amount will be recognized as impairment losses in the current period. Advances to Suppliers, Net The Company makes advance payments to suppliers and vendors for the procurement of raw materials. Upon physical receipt and inspection of the raw materials from suppliers, the applicable amount is reclassified from advances and prepayments to suppliers to inventory. 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 Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. The Company typically applies a salvage value of 0 % to 5 %. The estimated useful lives of the plant and equipment are as follows: Buildings 5 - 30 years Machinery and equipment 2 - 10 years Motor vehicles 4 - 10 years Office equipment 1 - 10 years The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss is included in the Company’s results of operations. The costs of maintenance and repairs are recognized as incurred; significant renewals and betterments are capitalized. Intangible Assets Intangible assets are carried at cost less accumulated amortization. Amortization is provided over their useful lives, using the straight-line method. The estimated useful lives of the intangible assets are as follows: Land use rights 50 years Software licenses 2 - 5 years Trademarks 7 - 16 years F- 11 Goodwill Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. The Company conducts an annual assessment of its goodwill for impairment. If the carrying value of its goodwill exceeds its fair value, then impairment has been incurred; accordingly, a charge to the Company’s operations results will be recognized during the period. Impairment losses on goodwill are not reversed. Fair value is generally determined using a discounted expected future cash flow analysis. Impairment of Long-lived Assets The Company annually reviews its long-lived assets for impairment or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may become obsolete from a difference in the industry, introduction of new technologies, or if the Company has inadequate working capital to utilize the long-lived assets to generate adequate profits. Impairment is present if the carrying amount of an asset is less than its expected future undiscounted cash flows. If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported lower the carrying amount or fair value fewer costs to selling. 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 Statutory reserves refer to the amount appropriated from the net income following laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on an annual basis, an amount equal to 10 % of its profit. Such an appropriation is necessary until the reserve reaches a maximum equal to 50 % of the enterprise’s PRC registered capital. Foreign Currency Translation The accompanying 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. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. 12/31/2025 12/31/2024 Period-end US$: CAD exchange rate 1.3712 1.4400 Period-end US$: RMB exchange rate 6.9931 7.2993 Period-end US$: HK exchange rate 7.7833 7.7677 Period average US$: CAD exchange rate 1.3973 1.3699 Period average US$: RMB exchange rate 7.1875 7.1957 Period average US$: HK exchange rate 7.7956 7.8030 The RMB is not freely convertible into foreign currencies, and all foreign exchange transactions must be conducted through authorized financial institutions. F- 12 Revenue Recognition The Company adopted ASC 606 “Revenue Recognition.” It recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company derives its revenues from selling explosion-proof skid-mounted refueling device, SF double-layer buried oil storage tank, industrial formaldehyde solution, urea-formaldehyde pre-condensate (UFC), methylal, urea-formaldehyde glue for environment-friendly artificial board chemicals and tea products. The Company recognizes product revenue at a point in time when the control of the products has been transferred to customers. The Company applies the following five steps to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and; ● Recognize revenue as the performance obligation is satisfied. Advertising All advertising costs are expensed as incurred. Shipping and Handling All outbound shipping and handling costs are expensed as incurred. Research and Development All research and development costs are expensed as incurred. Retirement Benefits Retirement benefits in the form of mandatory government-sponsored defined contribution plans are charged to either expense as incurred or allocated to inventory as part of overhead. Income Taxes The Company accounts for income tax using an asset and liability approach and recognizes deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets. If it is more likely than not, these items will either expire before the Company can realize their benefits or uncertain future realization. Comprehensive Income The Company uses Financial Accounting Standards Board (“FASB”) ASC Topic 220, “Reporting Comprehensive Income.” Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to investments by stockholders. F- 13 Earnings Per Share The Company computes earnings per share (“EPS”) following ASC Topic 260, “Earnings per share.” Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per-share basis from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive impacts of potentially convertible securities are calculated using the as-if method; the potentially dilutive effect of options or warranties are computed using the treasury stock method. Potentially anti-dilutive securities (i.e., those that increase income per share or decrease loss per share) are excluded from diluted EPS calculation. Fair Value Measurements of Financial Instruments The Company’s financial instruments, including cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities, and short-term debt, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosing the Company’s fair value of financial instruments. ASC Topic 825, “Financial Instruments,” defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities qualify as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: ● Level 1 - inputs to the valuation methodology used quoted prices for identical assets or liabilities in active markets. ● Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and information that are observable for the asset or liability, either directly or indirectly, for substantially the financial instrument’s full term. ● Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement. Lease Effective December 31, 2018, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that do not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term. The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and it includes the associated operating lease payments in the undiscounted future pre-tax cash flows. As of December 31, 2025, the company does not have any current lease agreements exceeding 12 months. F- 14 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 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 The Company 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 From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The majority of these claims and proceedings related to or arise from commercial disputes. The Company first determine whether a loss from a claim is probable, and if it is reasonable to estimate the potential loss. The Company accrues costs associated with these matters when they become probable, and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Also, the Company disclose a range of possible losses, if a loss from a claim is probable but the amount of loss cannot be reasonably estimated, which is in line with the applicable requirements of Accounting Standard Codification 450. The Company’s management does not expect any liability from the disposition of such claims and litigation individually or in the aggregate would have a material adverse impact on the Company’s consolidated financial position, results of operations and cash flows. Recent Accounting Pronouncements In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. This guidance clarifies the assessment of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument. The amended guidance is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The guidance can be applied either prospectively or retrospectively. The 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, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This guidance amends the effective date of Update 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of Update 2024-03 is permitted. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to its consolidated financial statements. 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 Entity. 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. The Company 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 a Customer. 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 15, 2026. 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. F- 15 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 statements. 3. Discontinued Operation On April 1, 2024, the Company transferred 100 % of Allinyson’s shares and other equity interest to an individual for aggregated purchase price of $ 1.00 , and Allinyson was completely disposed. On December 11, 2024, Jiayi entered into a Termination Agreement with Jilin Chuangyuan and its shareholders, pursuant to which, Jiayi, Jilin Chuangyuan and its shareholders agreed to terminate all of the rights and obligations under the VIE Agreements. As a result of the completion of the transaction, the Company no longer consolidates Jilin Chuangyuan’s financial statements into the financial statements of the Company for accounting purpose. 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 shift that has a major effect on the Company’s operations and financial results, which trigger discontinued operations accounting in accordance with ASC 205-20-45. The assets and liabilities related to the discontinued operations were retroactively classified as assets/liabilities held for sale as of December 31, 2024, while results of operations related to the discontinued operations for the years ended December 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 December 31, 2025 2024 Net revenues $ - $ 2,233,591 Cost of revenues - 2,050,803 Gross profit - 182,788 Operating expenses: Selling and marketing expenses 4,730 106,852 General and administrative expenses 287,646 5,372,923 Research & developing expenses - 78,562 Total operating expenses 292,376 5,558,337 Loss from discontinued operations ( 292,376 ) ( 5,375,549 ) Other income (expenses) Interest income - 17 Interest expenses - ( 542,800 ) Other income - 1,970,546 Loss on disposal of subsidiaries ( 8,891,838 ) ( 808,184 ) Total other income (expenses) ( 8,891,838 ) 619,579 Income (loss) before income taxes ( 9,184,214 ) ( 4,755,970 ) Income taxes provision - Net income (loss) from discontinued operations $ ( 9,184,214 ) $ ( 4,755,970 ) F- 16 Assets and liabilities of the discontinued operations: As of December 31, 2024 CURRENT ASSETS: Cash $ 13,880 Restricted Cash 938 Accounts receivable, net 1,984,827 Advances to suppliers, net 188,933 Other receivables, net 350 Other receivables-related parties 59,431 Prepaid expenses 346,056 TOTAL CURRENT ASSETS 2,594,415 NON-CURRENT ASSETS: Plant and equipment, net 6,078,353 Long-term investments 1,622,654 TOTAL ASSETS $ 10,295,422 CURRENT LIABILITIES: Accounts payable $ 1,325,542 Taxes payable 1,168,087 Other payables and accrued liabilities 587,261 Other payables-related parties 1,389,770 TOTAL CURRENT LIABILITIES 4,470,660 TOTAL LIABILITIES $ 4,470,660 4. Accounts Receivable, Net The Company extends credit terms of 15 to 60 days to the majority of its domestic customers, which include third-party distributors, supermarkets, and wholesalers . As of December 31, 2025 2024 Trade accounts receivable $ 1,149,066 $ 929,401 Less: Allowance for credit losses ( 939,860 ) ( 873,120 ) $ 209,206 $ 56,281 Allowance for credit losses Beginning balance: $ ( 873,120 ) $ ( 756,241 ) Additions to allowance ( 66,740 ) ( 116,879 ) Bad debt written-off - - Ending balance $ ( 939,860 ) $ ( 873,120 ) F- 17 5. Advances to Suppliers, Net Prepayments mainly include advance payment to suppliers and vendors to procure raw materials. Prepayments consist of the following: As of December 31, 2025 2024 Payment to suppliers and vendors $ 987,100 $ 851,963 Allowance for credit losses ( 2,534 ) ( 2,428 ) Total $ 984,566 $ 849,535 6. Inventories, Net Inventories consisted of the following as of December 31, 2025 and 2024 : As of December 31, 2025 2024 Raw materials $ 1,087,840 $ 1,067,015 Work in progress 1,216,965 1,292,674 Finished goods 451,143 425,822 Allowance for inventory reserve ( 2,017,978 ) ( 1,933,772 ) Total $ 737,970 $ 851,739 7. Plant and Equipment, Net Plant and equipment consisted of the following as of December 31, 2025 and 2024: As of December 31, 2025 2024 At Cost: Buildings $ 5,072,328 $ 4,859,548 Machinery and equipment 4,040,441 3,470,470 Office equipment 485,744 462,846 Motor vehicles 182,461 174,808 9,780,974 8,967,672 Less: Accumulated depreciation ( 4,997,672 ) ( 4,009,744 ) 4,783,302 4,957,928 Less: Impairment ( 130,330 ) - 4,652,972 4,957,928 Construction in progress 23,909 22,906 $ 4,676,881 $ 4,980,834 Depreciation expense for the years ended December 31, 2025 and 2024 was $ 790,362 and $ 630,427 , respectively. Impairment of plant and equipment movement is as follows: As of December 31, 2025 2024 Beginning balance $ - $ - Addition 126,805 - Foreign currency translation adjustments 3,525 - Ending balance $ 130,330 $ - F- 18 8. Intangible Assets As of December 31, 2025 2024 At Cost: Land use rights $ 748,412 $ 717,017 Software licenses 52,980 50,464 Trademark 905,199 867,226 $ 1,706,591 $ 1,634,707 Less: Accumulated amortization ( 989,280 ) ( 815,635 ) $ 717,311 $ 819,072 Amortization expense for the years ended December 31, 2025 and 2024 was $ 133,902 and $ 133,712 , respectively. As of December 31, 2025, the estimated future amortization expenses of the intangible assets were as follow: Years ending December 31, Amortization expenses 2026 $ 50,639 2027 33,333 2028 30,472 2029 16,173 2030 16,173 Thereafter 570,521 Total $ 717,311 9. Other Payables and Accrued Liabilities 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. 10. Advance from Customer 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. 11. Related Parties Transaction 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: 2025 2024 Hubei Shuang New Energy Technology Co., Ltd. Mr. Haiyan Xiong owned 35% equity, withdrawn on March 7, 2025 $ 408,975 $ - Mr. Haiyan Xiong the management of the Jingshan Sanhe 2,278,650 1,866,790 Mr. Jun Lu the management of the Jingshan Sanhe 23,219 20,875 Mr. Bin Zhang the management of the Jingshan Sanhe 19,073 18,273 Mr. Yong Yang the management of Fast Approach 6,385 10,360 Total $ 2,736,302 $ 1,916,298 F- 19 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, Amounts due to related parties: 2025 2024 Mr. Bin Zhou Chief Executive Officer and Chairman of the Company $ 628,621 $ 1,299,675 Ms. Luojie Pu Independent director of the Company 872,803 836,190 Hubei Shuang New Energy Technology Co., Ltd. Mr. Haiyan Xiong owned 35% equity, withdrawn on March 7, 2025 - 438,894 Xianning Xiangtian Energy Co., Ltd. Mr. Xin Chen, supervisor of Jingshan Sanhe, acts as legal representative 71,499 68,500 Ms. Huiying Jin the management of the Xianning Bozhuang 304,580 291,803 Ms. Ye Zhang the management of the Shanghai Shuning 18,323 15,910 Ms. Caiping Mao Wife of of Haiyan Xiong 28,600 - Total $ 1,924,426 $ 2,950,972 The balance was advanced for the working capital of the Company, and is non-interest bearing and unsecured unless further disclosed. 12. Goodwill The changes in the carrying amount of goodwill by reportable segment are as follows : Shandong Yunchu Shengsili Total Balance as of December 31, 2024 $ 4,724,699 $ - $ 4,724,699 Goodwill acquired (1) - 7,005 7,005 Disposal of subsidiary (2) ( 4,724,699 ) - ( 4,724,699 ) Balance as of December 31, 2025 $ - $ 7,005 $ 7,005 (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. F- 20 13. Bank Loans The outstanding balances on short-term and long-term bank loans consisted of the following: Interest As of December 31, Lender Maturities rate 2025 2024 Jingshan City branch of Postal Saving Bank of China Due in January 2025 3.85 % $ - $ 1,367,283 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. Ltd. 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. Ltd. 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. Ltd. Due in August 2026 4.58 % 285,996 273,999 Chajiaduo supply chain Hubei co., Ltd Due in February 2026 - 71,499 - Mr. Wei Jin Due in December 2025 12 % 71,499 - Bank overdraft 785 221 Total $ 5,756,029 $ 2,052,501 The loan from the Jingshan City branch of Postal Savings Bank of China was obtained to support general working capital, with a comprehensive guarantee provided by Mr. 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 Bank Co. Ltd. was obtained to support general working capital, with certain buildings and land use rights of Hubei Ruishengchang Industrial Co., Ltd. in the amount of RMB 3.6 million (equivalent to $ 505,689 ) pledged as collateral, as well as comprehensive guarantee provided by Mr. 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. Ge Wei. 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., Ltd. 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. 14. Equity On May 31, 2024, every ten shares of the Common Stock issued and outstanding or held as treasury stock will be automatically converted into one new share of Common Stock. The total number of shares of Common Stock authorized for issuance will then be reduced by a corresponding proportion The par value per share of the Common Stock will remain unchanged at $ 0.001 per share. 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 . F- 21 15. Income Taxes United States On December 22, 2017, the “Tax Cuts and Jobs Act” (the “Act”) was enacted. Under the provisions of the Act, the U.S. corporate tax rate decreased from 34 % to 21 %. As the Company has a December 31 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal rate of 21 % for the Company’s fiscal year ending December 31, 2025 and 2024, respectively. Accordingly, the Company has remeasured the Company’s deferred tax assets on net operating loss carryforwards (“NOLs”) in the U.S at the lower enacted cooperated tax rate of 21 %. However, this remeasurement has no effect on the Company’s income tax expenses as the Company has provided a 100 % valuation allowance on its deferred tax assets previously. Additionally, the Act imposes a one-time transition tax on deemed repatriation of historical earnings of foreign subsidiaries, and future foreign earnings are subject to U.S. taxation. The change in rate has caused the Company to remeasure all U.S. deferred income tax assets and liabilities for temporary differences and NOLs and recorded one time income tax payable to be paid in 8 years. However, this one-time transition tax has no effect on the Company’s income tax expenses as the Company has no undistributed foreign earnings prior to December 31, 2025 which the Company has foreign cumulative losses at December 31, 2024. British Virgin Islands Planet Green Holdings Corporation BVI is incorporated in the British Virgin Islands and is not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed. Hong Kong 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, 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 dividends. PRC 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 at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC, Chinese enterprises are subject to income tax at a rate of 25 % after appropriate tax adjustments. Significant components of the income tax expense consisted of the following for the years ended December 31, 2025 and 2024: For the Years Ended December 31, 2025 2024 Loss attributed to PRC operations $ ( 2,284,057 ) $ ( 1,953,872 ) Loss attributed to U.S. operations ( 15,462,443 ) ( 852,615 ) Income attributed to Canada operations ( 33,697 ) 233,401 Income attributed to BVI - - Loss before tax $ ( 17,780,197 ) $ ( 2,573,086 ) PRC Statutory Tax at 25 % Rate ( 571,014 ) ( 488,468 ) Effect of tax exemption granted - - Valuation allowance 582,313 488,468 Income tax $ 11,299 $ - F- 22 The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. Reconciliation of effective income tax rate from continuing operations is as follows for the years ended December 31, 2025 and 2024: For the Years Ended December 31, 2025 2024 U.S. federal statutory income tax rate 21.0 % 21.0 % Higher (lower) rates in PRC, net 4.0 % 4.0 % Non-recognized deferred tax benefits in the PRC ( 25.1 )% ( 25.0 )% The Company’s effective tax rate ( 0.1 )% - % 16. Loss Per Share For the Years Ended December 31, 2025 2024 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 $ ( 2.21 ) $ ( 0.35 ) Loss per share from discontinuing operations-Basic and diluted $ ( 1.14 ) $ ( 0.65 ) Basic and diluted weighted average shares outstanding 8,061,755 7,282,714 17. Concentrations Customers Concentrations: The following table sets forth information about each customer that accounted for 10% or more of the Company’s revenues for the years ended December 31, 2025 and 2024. For the Years Ended December 31, 2025 2024 Customers Amount % Amount % A $ - - $ 1,260,423 19 B $ - - $ 816,458 12 C $ 457,658 15 $ - - D $ 385,656 13 $ - - E $ 362,828 12 $ - - F $ 314,106 10 $ - - F- 23 Suppliers Concentrations The following table sets forth information about each supplier that accounted for 10% or more of the Company’s purchase for the years ended December 31, 2025 and 2024. For the Years Ended December 31, 2025 2024 Suppliers Amount % Amount % A $ - - $ 1,519,472 23 B $ - - $ 1,058,833 16 C $ - - $ 957,706 14 D $ - - $ 712,087 11 E $ 668,744 24 $ - - F $ 557,840 20 $ - - G $ 511,631 18 $ - - H $ 354,958 13 $ - - I $ 290,394 10 $ - - 18. Risks A. Credit risk The Company’s deposits are made with banks located in the PRC. Cash maintained in banks within the People’s Republic of China of less than RMB 0.5 million (equivalent to $ 71,499 ) per bank are covered by “deposit insurance regulation” promulgated by the State Council of the People’s Republic of China. Since the Company’s inception, the age of account receivables has been less than one year, indicating that the Company is subject to the minimal risk borne from credit extended to customers. B. Interest risk The Company is subject to interest rate risk when short-term and long-term loans become due and require refinancing. C. Economic and political risks The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in the PRC. 19. Contingencies 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. 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. 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. 20. Subsequent Events The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the dates of the balance sheets, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has analyzed its operations subsequent to December 31, 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. F- 24