PART I - FINANCIAL INFORMATION [Financial Statements](index=6&type=section&id=ITEM%201%20FINANCIAL%20STATEMENTS) This section presents Planet Green Holdings Corp.'s unaudited condensed consolidated financial statements for Q1 2025 and 2024, revealing a net loss, working capital deficit, and going concern doubt [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets increased to **$26.12 million**, liabilities rose to **$15.16 million**, and stockholders' equity decreased to **$10.95 million**, resulting in a **$6.69 million** working capital deficit Condensed Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Items | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$26,117,101** | **$25,416,978** | | Total Current Assets | $8,060,562 | $7,191,366 | | Total Non-current Assets | $18,056,539 | $18,225,612 | | **Total Liabilities** | **$15,162,421** | **$13,723,116** | | Total Current Liabilities | $14,749,010 | $13,312,118 | | **Total Stockholders' Equity** | **$10,954,680** | **$11,693,862** | | Accumulated Deficit | $(148,850,555) | $(148,053,653) | - The company reported a working capital deficit of **$6,688,448** as of March 31, 2025[37](index=37&type=chunk) [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Q1 2025 net loss improved to **$796,902** from **$1,080,904** in Q1 2024, despite a **44%** revenue decrease and **84%** gross profit decline, with continuing operations loss widening Q1 2025 vs Q1 2024 Statement of Operations (Unaudited) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net Revenues | $840,333 | $1,504,127 | | Gross Profit | $54,853 | $352,913 | | Operating Loss | $(716,828) | $(581,655) | | Loss from Continuing Operations | $(739,993) | $(593,123) | | Net Loss | **$(796,902)** | **$(1,080,904)** | | Basic and Diluted EPS (Continuing) | $(0.10) | $(0.08) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 2025 saw **$346,698** net cash used in operations, a reversal from Q1 2024's **$430,474** provided, while financing activities provided **$1.30 million**, increasing cash to **$1.15 million** Q1 2025 vs Q1 2024 Cash Flow Summary (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net Cash (Used in) Provided by Operating Activities | $(346,698) | $430,474 | | Net Cash Used in Investing Activities | $(2,456) | $(4,758) | | Net Cash Provided by (Used in) Financing Activities | $1,296,242 | $(317,740) | | **Cash and Restricted Cash at End of Period** | **$1,146,802** | **$349,015** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, a 'Going Concern' warning due to losses and deficit, significant related-party transactions, customer/supplier concentrations, and the April 2025 decision to discontinue Shandong Yunchu operations - The company incurred a net loss from continuing operations of **$739,993** for Q1 2025, an accumulated deficit of **$148.9 million**, and a working capital deficit of **$6.7 million**, raising substantial doubt about its going concern ability[37](index=37&type=chunk) - On April 30, 2025, the Board of Directors resolved to discontinue the operation of the subsidiary Shandong Yunchu[112](index=112&type=chunk) - As of March 31, 2025, amounts due from related parties totaled **$1.94 million**, and amounts due to related parties totaled **$4.57 million**, primarily for working capital, non-interest bearing, and unsecured[89](index=89&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk) - In Q1 2025, two customers accounted for **25%** and **10%** of revenues, while four suppliers accounted for **38%**, **25%**, **14%**, and **10%** of purchases, indicating significant concentration risk[102](index=102&type=chunk)[104](index=104&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=28&type=section&id=ITEM%202%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses Q1 2025 financial results, highlighting a **44%** net revenue decrease due to stagnant sales and advertising decline, reiterating 'going concern' risk from recurring losses and working capital deficit Q1 2025 vs Q1 2024 Operational Results Summary (in thousands) | Metric | Q1 2025 | Q1 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net revenues | $840 | $1,504 | $(664) | (44)% | | Gross profit | $55 | $353 | $(298) | (84)% | | Operating loss | $(716) | $(581) | $(135) | 23% | | Net loss | $(797) | $(1,080) | $283 | (26)% | - The Q1 2025 revenue decrease was attributed to stagnant sales of high-grade synthetic fuel products (down to **$0.78 million** from **$1.12 million**) and a decline in advertising service revenue from **$0.38 million** to zero[115](index=115&type=chunk) - The company faces substantial doubt about its going concern ability due to a net loss from continuing operations of **$739,993**, an accumulated deficit of **$148.9 million**, and a working capital deficit of **$6.7 million** as of March 31, 2025[124](index=124&type=chunk) - Net cash used in operating activities was **$0.35 million** in Q1 2025, a reversal from **$0.43 million** provided in Q1 2024, primarily due to changes in net operating assets and liabilities[128](index=128&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=ITEM%203%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section is marked as not applicable by the company - No quantitative and qualitative disclosures about market risk were provided, as the item was marked 'Not applicable'[152](index=152&type=chunk) [Controls and Procedures](index=34&type=section&id=ITEM%204%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were not effective as of March 31, 2025, though financial statements are deemed fairly presented, with no material changes to internal controls during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were not effective as of March 31, 2025[153](index=153&type=chunk) - No material changes were made to the company's internal control over financial reporting during the most recently completed fiscal quarter[156](index=156&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=35&type=section&id=ITEM%201%20LEGAL%20PROCEEDINGS) The company is involved in several legal proceedings, including a former employee's breach of contract lawsuit and debt-related lawsuits against subsidiaries Shandong Yunchu and Xianning Bozhuang - A former employee's breach of contract lawsuit seeking **$609,145** is ongoing after an amended complaint was filed[159](index=159&type=chunk) - Subsidiary Shandong Yunchu is involved in a lawsuit over an alleged debt transfer agreement for **RMB 7.01 million ($960,686)**, which it contests[160](index=160&type=chunk) - A court ordered subsidiary Xianning Bozhuang to pay **RMB 867,326 ($118,823)** plus interest for outstanding construction fees[161](index=161&type=chunk) - A court ordered subsidiary Shandong Yunchu to pay **RMB 2.82 million ($385,988)** under an agency import contract, with Xianning Jiayi held jointly liable after its appeal was denied[162](index=162&type=chunk) [Risk Factors](index=35&type=section&id=ITEM%201A%20RISK%20FACTORS) No material changes to the risk factors previously disclosed in the Form S-3/A registration statement filed on April 18, 2023, have occurred - As of this report's date, no material changes to the risk factors disclosed in the Company's Form S-3/A registration statement filed on April 18, 2023, have occurred[163](index=163&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=ITEM%202%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section is marked as not applicable for the reporting period - This item is not applicable for the reporting period[164](index=164&type=chunk) [Defaults Upon Senior Securities](index=35&type=section&id=ITEM%203%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) This section is marked as not applicable for the reporting period - This item is not applicable for the reporting period[165](index=165&type=chunk) [Mine Safety Disclosures](index=35&type=section&id=ITEM%204%20MINE%20SAFETY%20DISCLOSURES) This section is marked as not applicable for the reporting period - This item is not applicable for the reporting period[166](index=166&type=chunk) [Other Information](index=35&type=section&id=ITEM%205%20OTHER%20INFORMATION) This section discloses the Board of Directors' resolution on April 30, 2025, to discontinue the operations of subsidiary Shandong Yunchu - On April 30, 2025, the Board of Directors resolved to discontinue the operation of the subsidiary Shandong Yunchu[168](index=168&type=chunk) [Exhibits](index=37&type=section&id=ITEM%206%20EXHIBITS) This section lists exhibits filed with the Form 10-Q report, including CEO and CFO certifications and Inline XBRL data files - Exhibits filed with the report include CEO and CFO certifications under Sarbanes-Oxley Sections 302 and 906, and various Inline XBRL documents[170](index=170&type=chunk)

Core Insights - American Green Planet (PLAG) experienced a significant stock price increase of 34.15%, reaching $2.75 per share, with a total market capitalization of $20.02 million as of May 15 [1] - The company's total revenue for the year ending December 31, 2024, was reported at $6.73 million, reflecting a year-over-year decrease of 61.89%, while the net profit attributable to shareholders was -$7.33 million, showing a year-over-year increase of 64.84% [1] - The company is set to release its Q1 2025 financial report on May 21, with the actual disclosure date subject to company announcement [1] Company Overview - American Green Planet Group was established on February 4, 1986, originally named "American Rawlin Company," and is headquartered in Gaithersburg, Maryland, US [2] - The company operates as a modern technology enterprise group involved in artificial intelligence, bio-extraction, and the research, production, and sales of tea products [2] - The company’s subsidiary, Baizhuang Tea Co., has a historical legacy dating back to 1590 in Hubei, China, and has been a significant player in the tea trade along the "Silk Road" [2] Strategic Developments - On June 5, 2020, American Green Planet announced a share exchange agreement with Fast Approach Inc, a Canadian software company, to acquire all outstanding shares of the target company [2] - Fast Approach Inc specializes in providing a unique advertising platform aimed at helping North American brands penetrate the Chinese market, which has a population of 1.3 billion [2] - The acquisition is expected to accelerate the development of the company's business in China, leveraging a SAAS-based programmatic advertising platform that utilizes advanced AI algorithms for audience and media ad placement predictions [2]

[PART I](index=4&type=section&id=PART%20I) [Business](index=5&type=section&id=ITEM%201.%20BUSINESS) Planet Green Holdings Corp. operates diverse consumer, chemical, and advertising businesses primarily in China, facing significant operational and legal risks - The company operates through subsidiaries in the PRC, Hong Kong, and Canada, with business segments in consumer products (beef, tea), chemical products (ethanol fuel), and online advertising[15](index=15&type=chunk)[24](index=24&type=chunk) - The company faces **significant legal and operational risks** due to its substantial operations in China, including potential government intervention, regulatory changes, and **restrictions on transferring cash out of the PRC**. As of the report date, no PRC authority has denied permission for its U.S. listing[16](index=16&type=chunk)[17](index=17&type=chunk)[19](index=19&type=chunk) - On May 31, 2024, the company completed a **1-for-10 reverse stock split**, reducing authorized **common stock** from **1 billion to 100 million shares**[49](index=49&type=chunk)[50](index=50&type=chunk) - On April 1, 2024, the company **disposed of its 100% equity interest** in Allinyson Ltd. for **$1.00**[57](index=57&type=chunk) [Business Segments](index=8&type=section&id=Business%20Segments) The company's operations are divided into three main segments: consumer products (beef, tea), chemical products (ethanol fuel), and online advertising, each with distinct operational focuses - Consumer Products: Shandong Yunchu imports and distributes beef, while Xianning Bozhuang produces and sells cyan brick, black, and green tea in China[26](index=26&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) - Chemical Business: Jingshan Sanhe researches, manufactures, and distributes ethanol fuel products in China from its **11,000-square-meter** facility[33](index=33&type=chunk) - Advertising Business: Fast Approach operates a **demand-side platform (DSP)** that connects North American advertisers directly to the Chinese market[37](index=37&type=chunk) [Organizational Structure and Corporate Actions](index=10&type=section&id=Organizational%20Structure%20and%20Corporate%20Actions) Planet Green, a Nevada holding company, has a complex subsidiary structure in PRC, Hong Kong, and Canada, marked by acquisitions, VIE removals, and a **1-for-10 reverse stock split**, faces PRC cash transfer restrictions - The company executed a **1-for-10 reverse stock split** effective May 31, 2024, to manage its stock structure[49](index=49&type=chunk) - The company has actively acquired subsidiaries and restructured to remove **VIE agreements**, such as with Xianning Bozhuang in August 2021 and Jingshan Sanhe in September 2021[52](index=52&type=chunk)[54](index=54&type=chunk) - **Cash transfers from PRC subsidiaries** to the U.S. holding company are **subject to PRC laws on foreign exchange**, which may restrict the company's ability to distribute dividends or satisfy liquidity requirements outside of China[16](index=16&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk) [Manufacturing and Operations](index=16&type=section&id=Manufacturing%20and%20Operations) The company operates manufacturing facilities in China for tea and chemical fuels, with a total of **62 employees** and **12 patents** related to chemical production processes Production Capacity by Facility | Facility | Product Portfolio | Capacity | | :--- | :--- | :--- | | Xianning Bozhuang | Cyan brick tea, black tea, green tea | **5,020 tons/year** | | Jingshan Sanhe | Alcohol based clean fuel, liquid wax, etc. | **300,000 tons/year** (ethanol fuel), **3,000 tons/year** (fuel additive) | - The company holds **12 practical patents** through its subsidiary Jingshan Sanhe, related to diesel exhaust cleaners, production devices, and mixing tanks[78](index=78&type=chunk) Employee Distribution (as of Dec 31, 2024) | Department | Number of Employees | | :--- | :--- | | Production | 8 | | Purchasing | 3 | | Research and Development | 2 | | Quality Control | 2 | | Sales | 14 | | Finance | 10 | | Management | 11 | | Administration | 12 | | **Total** | **62** | [Risk Factors](index=19&type=section&id=ITEM%201A.%20RISK%20FACTORS) As a **smaller reporting company**, Planet Green is not required to include a detailed risk factors section in this Form 10-K, directing investors to its previously filed Form S-3 - The company, being a **smaller reporting company**, is **not obligated to list risk factors** in this annual report[91](index=91&type=chunk) - Investors are advised to consult the **Registration Statement on Form S-3** filed on September 17, 2021, for a description of investment risks[91](index=91&type=chunk) [Cybersecurity](index=19&type=section&id=ITEM%201C.%20CYBERSECURITY) The company lacks a **formal cybersecurity risk management program** and dedicated personnel, relying on third-party security measures, with no material incidents reported as of the current date - The company does not have a **formal cybersecurity risk management program** and relies on the digital technologies and security processes of third parties[93](index=93&type=chunk) - The board of directors is responsible for overseeing cybersecurity risks, but the company **lacks dedicated personnel or sufficient resources** for this purpose[93](index=93&type=chunk)[94](index=94&type=chunk) - **No cybersecurity incidents have materially affected** the company's business, operations, or financial condition as of the report date[94](index=94&type=chunk) [Properties](index=20&type=section&id=ITEM%202.%20PROPERTIES) The company's primary facilities in China include owned **land use rights** for tea production and leased properties for chemical production and offices, noting all land in China is government-owned Company Facilities | Facility | Location | Size (Square Meters) | Ownership | | :--- | :--- | :--- | :--- | | Xianning Bozhuang | Xianning City, Hubei Province, PRC | **33,333** | Land Use Rights Obtained | | Jingshan Sanhe | Jingshan City, Hubei Province, PRC | **11,018** | Leased | | Shandong Yunchu | Qingdao City, Shandong Province | **178** | Leased | - In China, all land is owned by the government. The company holds **land use rights** for industrial purposes, which are granted for periods up to **50 years** and are transferable[97](index=97&type=chunk) [Legal Proceedings](index=20&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company and its subsidiaries face several legal disputes, including claims for **breach of contract**, alleged debt transfer, construction payments, and unpaid agency import fees - A former employee, Daqi Cui, filed a complaint for **breach of employment contract** seeking **$609,145**. The case is ongoing after an amended complaint was filed[98](index=98&type=chunk) - Subsidiary Shandong Yunchu is being sued by China Supply and Marketing for an **outstanding amount** of **RMB 7,012,335 ($960,686)** related to an alleged debt transfer agreement, which Shandong Yunchu contests[99](index=99&type=chunk) - Subsidiary Xianning Bozhuang was ordered by a court to pay **RMB 867,326 ($118,823)** for **outstanding construction fees** and is in the process of making payments[100](index=100&type=chunk) - Jianfa Logistics sued subsidiary Shandong Yunchu for **RMB 2,817,441 ($385,988)** in **unpaid fees**. A court ruled against Shandong Yunchu, but its shareholder, Xianning Jiayi, has appealed the joint liability ruling[101](index=101&type=chunk)[102](index=102&type=chunk) [PART II](index=22&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=22&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's **common stock** trades on **NYSE American** under "PLAG", with no anticipated cash dividends, and has conducted multiple unregistered stock issuances for acquisitions and capital raising - The company's **common stock** is listed on the **NYSE American** with the **trading symbol "PLAG"**[105](index=105&type=chunk) - The company does **not expect to pay any cash dividends** in the foreseeable future, retaining earnings for business development[107](index=107&type=chunk) - The company conducted multiple issuances of **unregistered common stock** between 2019 and 2022 to fund acquisitions and raise capital[108](index=108&type=chunk)[119](index=119&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) In FY2024, **net revenues** sharply declined by **62%** to **$6.73 million**, while **net loss** decreased to **$7.33 million**, raising substantial doubt about the company's **going concern** ability Results of Operations (In Thousands of USD) | | 2024 | 2023 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net revenues | 6,730 | 17,660 | (10,930) | (62) | | Gross profit | 762 | 1,584 | (822) | (52) | | Operating loss | (6,664) | (6,563) | (101) | 2 | | Net loss | (7,330) | (20,844) | 13,514 | (65) | - **Net revenues decreased by 62% in 2024**, driven by a drop in **food product sales** from **$14.32 million in 2023 to $2.04 million in 2024**, attributed to the adverse effects of COVID-19[123](index=123&type=chunk) - The company has incurred a **net loss from continuing operations** of **$7.46 million** for FY2024 and had a **working capital deficit** of **$6.12 million**, raising **substantial doubt about its ability to continue as a going concern**[132](index=132&type=chunk)[252](index=252&type=chunk) Cash Flows Summary (In thousands of U.S. dollars) | | For the Year Ended Dec 31, 2024 | For the Year Ended Dec 31, 2023 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | 929 | (5,282) | | Net cash (used in) provided by investing activities | (5) | 2,471 | | Net cash (used in) provided by financing activities | (972) | 2,888 | [Controls and Procedures](index=28&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's **disclosure controls and procedures**, as well as its **internal controls over financial reporting**, were ineffective as of December 31, 2024, due to insufficient skilled accounting personnel, with remediation plans underway - Management concluded that as of December 31, 2024, the company's **disclosure controls and procedures were not effective**[148](index=148&type=chunk) - A **material weakness** was identified in **internal controls over financial reporting** due to not having **sufficient and skilled accounting personnel** with adequate experience in **U.S. GAAP**[150](index=150&type=chunk) - **Remediation plans** include providing **U.S. GAAP** training to the current team and recruiting more experienced accounting and financial personnel[151](index=151&type=chunk) [PART III](index=30&type=section&id=PART%20III) [Directors, Executive Officers and Corporate Governance](index=30&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) This section details the company's leadership, including CEO Bin Zhou and CFO Lili Hu, and its governance structure with three **independent directors** serving on key committees and a Code of Ethics in place Directors and Officers | Name | Age | Position | | :--- | :--- | :--- | | Bin Zhou | 35 | Chairman and Chief Executive Officer | | Lili Hu | 47 | Chief Financial Officer | | Luojie Pu | 37 | Director | | King Fai Leung | 52 | Director | | Yang Cao | 32 | Director | - The Board of Directors has determined that Luojie Pu, King Fai Leung, and Yang Cao are **independent directors** under NYSE American and SEC rules[190](index=190&type=chunk) - The Board has established an **Audit Committee**, a **Compensation Committee**, and a **Nominating and Corporate Governance Committee**, with specified memberships and responsibilities[165](index=165&type=chunk)[167](index=167&type=chunk)[172](index=172&type=chunk) [Executive Compensation](index=34&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Compensation for named **executive officers** and directors for fiscal years 2023 and 2024 is detailed, with CEO Bin Zhou earning **$96,000** and CFO Lili Hu **$84,000** annually, and no stock or option awards granted Summary Compensation Table (2024) | Name and Principal Position | Salary ($) | | :--- | :--- | | Bin Zhou, Chairman, CEO | **96,000** | | Lili Hu, CFO | **84,000** | | Luojie Pu, Director | **24,000** | | King Fai Leung, Director | **21,600** | | Yang Cao, Director | **24,000** | - **No stock awards, option awards, or bonuses were paid** to the named **executive officers** in fiscal years 2023 or 2024[179](index=179&type=chunk)[180](index=180&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=35&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20SHAREHOLDER%20MATTERS) As of March 31, 2024, Chairman and CEO Bin Zhou is the sole **5% or greater stockholder**, holding **20.51%** of **outstanding shares**, representing all **executive officers** and directors as a group Beneficial Ownership as of March 31, 2024 | Name and title of beneficial owner | Amount of beneficial ownership | Percent of class | | :--- | :--- | :--- | | Bin Zhou, Chairman, CEO and Director | 1,494,200 | **20.51%** | | All executive officers and directors as a group | 1,494,200 | **20.51%** | - Ownership percentages are based on **7,282,714 shares** of **common stock outstanding as of December 31, 2024**[185](index=185&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=35&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) **No disclosable related party transactions occurred**, and the Board has determined that three of its members are **independent directors** according to NYSE American listing standards - **No disclosable related party transactions occurred**[188](index=188&type=chunk) - The Board has identified Luojie Pu, King Fai Leung, and Yang Cao as **independent directors**[190](index=190&type=chunk) [Principal Accounting Fees and Services](index=35&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES) The company paid its **independent registered public accounting firm**, YCM CPA INC., **$400,000** in **total accounting fees** for both FY2023 and FY2024, exclusively for **audit services** Accounting Fees | | 12/31/2024 | 12/31/2023 | | :--- | :--- | :--- | | Accounting fees | **$400,000** | **$400,000** | | **Total** | **$400,000** | **$400,000** | - The **independent auditor is YCM CPA INC.**, and the **fees were solely for audit services**[192](index=192&type=chunk) [PART IV](index=37&type=section&id=PART%20IV) [Exhibits, Financial Statement Schedules](index=37&type=section&id=ITEM%2015.%20EXHIBITS%2C%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists key documents filed as **exhibits** to the Form 10-K, including articles of incorporation, bylaws, subsidiary lists, and CEO/CFO **certifications** - The **financial statements are referenced** as beginning on page F-1 of the annual report[194](index=194&type=chunk) - **Key filed exhibits include** a list of subsidiaries (21.1), CEO and CFO **certifications** (31.1, 31.2, 32.1, 32.2), and Inline XBRL data files[195](index=195&type=chunk) [Financial Statements](index=39&type=section&id=Financial%20Statements) [Report of Independent Registered Public Accounting Firm](index=40&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The **auditor's opinion** issued a fair presentation opinion but included a **"Going Concern" paragraph** due to recurring losses and deficits, identifying **goodwill impairment** as a **Critical Audit Matter** - The **auditor's opinion concludes that the financial statements are fairly presented** in conformity with **U.S. GAAP**[206](index=206&type=chunk) - A **"Going Concern" paragraph** was included, citing the company's **accumulated deficit**, **working capital deficit**, **continued net losses**, and **negative cash flows from operations** as factors that **raise substantial doubt about its ability to continue**[207](index=207&type=chunk) - The **evaluation of the carrying value of goodwill** (**$4.72 million**) was identified as a **Critical Audit Matter**, requiring complex judgment regarding projections of revenue, discount rates, and EBITDA[211](index=211&type=chunk)[213](index=213&type=chunk) [Consolidated Financial Statements](index=43&type=section&id=Consolidated%20Financial%20Statements) The **consolidated financial statements** show a decline in **Total Assets** from **$42.6 million** to **$25.4 million** and **Total Liabilities** from **$23.2 million** to **$13.7 million**, with a **net loss** of **$7.33 million** in 2024 Consolidated Balance Sheet Highlights (As of Dec 31) | (In thousands of USD) | 2024 | 2023 | | :--- | :--- | :--- | | Total Current Assets | 7,191 | 22,363 | | Total Assets | **25,417** | **42,630** | | Total Current Liabilities | 13,312 | 23,159 | | Total Liabilities | **13,723** | **23,190** | | Total Shareholders' Equity | 11,694 | 19,440 | Consolidated Statement of Operations Highlights (For Year Ended Dec 31) | (In thousands of USD) | 2024 | 2023 | | :--- | :--- | :--- | | Net Revenues | 6,730 | 17,660 | | Operating Loss | (6,664) | (6,563) | | Loss from Continuing Operations | (7,457) | (18,220) | | Net Loss | (7,329) | (20,844) | | Loss Per Share (Basic & Diluted) | $(1.00) | $(2.86) | [Notes to Consolidated Financial Statements](index=49&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the company's **going concern** uncertainty, accounting for **discontinued operations**, significant **related-party balances**, new bank loans, and pending **legal contingencies** with **potential for material financial impact** - The company's **ability to continue as a going concern is in doubt** due to a **net loss from continuing operations** of **$7.46 million** in 2024, an **accumulated deficit** of **$148.05 million**, and a **working capital deficit** of **$6.12 million**[252](index=252&type=chunk) - In 2024, the company **disposed of Allinyson Ltd. and terminated its VIE agreements** with Jilin Chuangyuan. These are treated as **discontinued operations**, with their financial results separated from continuing operations[295](index=295&type=chunk)[296](index=296&type=chunk) - As of Dec 31, 2024, the company had **outstanding balances of $1.98 million due from related parties** and **$4.34 million due to related parties**, primarily for working capital purposes[311](index=311&type=chunk)[313](index=313&type=chunk) - The company is a **defendant in several lawsuits**, including one for an **outstanding amount** of **RMB 7.0 million ($960,686)** and another for **RMB 2.8 million ($385,988)**, with **potential for material financial impact**[341](index=341&type=chunk)[343](index=343&type=chunk)

[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Financial Statements](index=6&type=section&id=ITEM%201%20-%20FINANCIAL%20STATEMENTS) The company's financial statements reveal a challenging position with decreased equity, a significant net loss, and substantial doubt about its ability to continue as a going concern Condensed Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Item | Sep 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | **Total Current Assets** | $13,118,756 | $12,510,477 | | **Total Assets** | $41,910,553 | $42,629,996 | | **Total Current Liabilities** | $22,056,871 | $19,185,697 | | **Total Liabilities** | $26,403,799 | $23,189,784 | | **Total Stockholders' Equity** | $15,506,754 | $19,440,212 | Q3 2024 vs Q3 2023 Performance (Three Months Ended Sep 30) | Metric | Q3 2024 | Q3 2023 | | :--- | :--- | :--- | | Net Revenues | $1,812,690 | $3,522,666 | | Gross Profit | $116,075 | $132,761 | | Operating Loss | $(1,095,400) | $(1,340,830) | | Net Loss | $(1,185,409) | $(1,279,126) | Nine Months 2024 vs 2023 Performance (Nine Months Ended Sep 30) | Metric | Nine Months 2024 | Nine Months 2023 | | :--- | :--- | :--- | | Net Revenues | $5,288,668 | $15,443,644 | | Gross Profit | $546,185 | $471,572 | | Operating Loss | $(3,244,102) | $(3,696,529) | | Net Loss | $(3,986,907) | $(14,764,145) | | Loss per Share (Continuing Ops) | $(0.60) | $(2.05) | Cash Flow Summary (Nine Months Ended Sep 30) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $48,461 | $(4,240,629) | | Net cash (used in) provided by investing activities | $(20,317) | $2,699,069 | | Net cash (used in) provided by financing activities | $(104,628) | $1,527,688 | | **Net (decrease) in cash** | **$(76,484)** | **$(13,872)** | - The company's management has identified conditions that raise **substantial doubt about its ability to continue as a going concern**, citing a net loss of $4.3 million from continuing operations, an accumulated deficit of $144.7 million, and a working capital deficit of $8.9 million as of September 30, 2024[48](index=48&type=chunk)[156](index=156&type=chunk) - On May 31, 2024, the company effected a **reverse stock split** where every ten shares of common stock were converted into one new share; all prior period share and per-share data have been adjusted to reflect this split[20](index=20&type=chunk)[118](index=118&type=chunk) - The company consolidates Jilin Chuangyuan Chemical Co, Ltd as a Variable Interest Entity (VIE), which generated revenues of $79,000 and a **net loss of $1.44 million** for the nine months ended September 30, 2024[89](index=89&type=chunk)[93](index=93&type=chunk) - As of September 30, 2024, the company had significant related-party balances, including **$3.1 million due from related parties** and **$7.7 million due to related parties**[105](index=105&type=chunk)[106](index=106&type=chunk)[108](index=108&type=chunk) - For the nine months ended September 30, 2024, the company had significant customer and supplier concentration, with **Customer A accounting for 28% of revenues** and **Supplier E accounting for 24% of purchases**[130](index=130&type=chunk)[132](index=132&type=chunk) [Management's Discussion and Analysis (MD&A)](index=35&type=section&id=ITEM%202%20-%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management attributes a 66% revenue decline to stagnant sales, notes strained liquidity with an $8.9 million working capital deficit, and reiterates going concern risk Results of Operations Comparison (Nine Months Ended Sep 30) | (In Thousands of USD) | 2024 | 2023 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net revenues | 5,289 | 15,444 | (10,155) | (66) | | Gross profit | 547 | 472 | 75 | 16 | | Selling and marketing expenses | 105 | 721 | (616) | (85) | | Operating loss | (3,243) | (3,696) | 453 | (12) | | Net loss | (3,986) | (14,764) | 10,778 | (73) | Key Liquidity Metrics | Metric | Sep 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $227,492 | $270,317 | | Working Capital Deficit | $8,938,115 | N/A | | Debt to Assets Ratio | 63.0% | 54.4% | - The decrease in nine-month revenue was attributed to **stagnant sales of high-grade synthetic fuel products** and a decline in food product sales[149](index=149&type=chunk) - The increase in nine-month gross profit was primarily due to a significant increase in **high-margin advertising revenue** from the Fast Approach branch[151](index=151&type=chunk) - The company's primary sources of financing have been cash from operations and private placements, and it may need to continue relying on these sources or reduce expenditures[154](index=154&type=chunk)[157](index=157&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=ITEM%203%20-%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is a smaller reporting company and is therefore not required to provide these disclosures - As a smaller reporting company defined in Rule 12b-2, the company is **not required to provide the information for this item**[165](index=165&type=chunk) [Controls and Procedures](index=38&type=section&id=ITEM%204%20-%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls were ineffective due to a material weakness in internal control over financial reporting - Management concluded that **disclosure controls and procedures were not effective** as of September 30, 2024[167](index=167&type=chunk) - A **material weakness was identified** in internal control over financial reporting relating to ineffective review and approval procedures over journal entries and financial statement preparation[169](index=169&type=chunk) - The control failure resulted in errors not being timely identified, such as the **overstatement of income from the discontinued operation** related to the disposal of Allinyson Ltd[169](index=169&type=chunk) - Remediation plans include enhancing the system of evaluating complex accounting standards, providing better access to accounting literature, and increasing communication among personnel[170](index=170&type=chunk) [PART II - OTHER INFORMATION](index=40&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings](index=40&type=section&id=ITEM%201%20-%20LEGAL%20PROCEEDINGS) The company is involved in a breach of contract lawsuit with a former employee seeking over $600,000 in damages - On July 27, 2023, former employee Daqi Cui filed a complaint against the Company for **breach of employment contract, seeking $609,145.05 in damages**[171](index=171&type=chunk) - The Company filed a motion on November 6, 2023, to move the case to the United States District Courthouse and **have it dismissed with prejudice**[171](index=171&type=chunk) [Risk Factors](index=41&type=section&id=ITEM%201A%20-%20RISK%20FACTORS) No material changes to previously disclosed risk factors have occurred since the April 2023 filing - As of the date of this report, there have been **no material changes to the risk factors** disclosed in the Company's registration statement Form S3/A filed on April 18, 2023[172](index=172&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=ITEM%202%20-%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This item is not applicable for the reporting period - Not applicable[173](index=173&type=chunk) [Other Information](index=41&type=section&id=ITEM%205%20-%20OTHER%20INFORMATION) There is no other information to report for this period - None[173](index=173&type=chunk) [Exhibits](index=41&type=section&id=ITEM%206%20-%20EXHIBITS) Filed exhibits include officer certifications required by the Sarbanes-Oxley Act and Inline XBRL data files - Exhibits filed with the report include **CEO and CFO certifications** pursuant to Sarbanes-Oxley Act Sections 302 and 906[174](index=174&type=chunk) - **Inline XBRL documents** (Instance, Schema, Calculation, Definition, Label, Presentation) are also filed as exhibits[174](index=174&type=chunk) [Signatures](index=42&type=section&id=SIGNATURES) - The report was duly signed on November 14, 2024, by **Bin Zhou, Chief Executive Officer, and Lili Hu, Chief Financial Officer**[175](index=175&type=chunk)[176](index=176&type=chunk)

[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Financial Statements](index=6&type=section&id=ITEM%201%20FINANCIAL%20STATEMENTS) Presents unaudited condensed consolidated financial statements for Planet Green Holdings Corp. as of June 30, 2024, including balance sheets, statements of operations, changes in equity, and cash flows [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets slightly decreased to **$42.24 million** while liabilities increased to **$25.71 million**, resulting in a **$2.91 million** reduction in stockholders' equity and an **$8.09 million** working capital deficit Condensed Consolidated Balance Sheet Highlights (in USD) | Account | June 30, 2024 (Unaudited) | December 31, 2023 | | :--- | :--- | :--- | | **Total Current Assets** | $13,328,293 | $12,510,477 | | **Total Assets** | $42,238,506 | $42,629,996 | | **Total Current Liabilities** | $21,420,765 | $19,185,697 | | **Total Liabilities** | $25,708,042 | $23,189,784 | | **Total Stockholders' Equity** | $16,530,464 | $19,440,212 | - The company reported a working capital deficit of **$8.09 million** as of June 30, 2024[50](index=50&type=chunk) [Statements of Operations and Comprehensive (Loss) Income](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20%28Loss%29%20Income) Net income reached **$4.61 million** for the six months ended June 30, 2024, a significant turnaround from a **$13.49 million** loss in 2023, primarily due to income from discontinued operations despite a 73% revenue decline Six Months Ended June 30, Performance Summary (in USD) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Net Revenues | $3,475,978 | $13,107,735 | | Gross Profit | $430,110 | $289,080 | | Loss from Continuing Operations | $(3,156,608) | $(13,485,019) | | Income from Discontinued Operations | $7,762,377 | $0 | | **Net Income (Loss)** | **$4,605,769** | **$(13,485,019)** | | Basic and Diluted EPS (Continuing) | $(0.43) | $(1.85) | | Basic and Diluted EPS (Discontinued) | $1.07 | $0 | Three Months Ended June 30, Performance Summary (in USD) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Net Revenues | $1,945,211 | $4,573,443 | | Gross Profit | $67,305 | $42,654 | | **Net Income (Loss)** | **$5,686,673** | **$(12,199,648)** | [Statements of Changes in Stockholders' Equity](index=11&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) Stockholders' equity decreased by **$2.91 million** to **$16.53 million** as of June 30, 2024, mainly due to a **$7.42 million** reduction from deconsolidated operations, partially offset by net income - Total stockholders' equity decreased by **$2.91 million** to **$16.53 million** for the six months ended June 30, 2024[26](index=26&type=chunk) - Deconsolidation of discontinued operations significantly reduced Additional Paid-in Capital by **$7.42 million**[26](index=26&type=chunk) [Statements of Cash Flows](index=13&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$0.66 million**, while financing activities provided **$0.94 million**, resulting in a net increase of **$0.12 million** in cash and cash equivalents for the six months ended June 30, 2024 Cash Flow Summary for the Six Months Ended June 30 (in USD) | Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(660,867) | $(2,240,110) | | Net cash (used in) provided by investing activities | $(160,383) | $2,749,143 | | Net cash provided by financing activities | $941,170 | $33,905 | | **Net increase (decrease) in cash** | **$119,920** | **$542,938** | [Notes to Financial Statements](index=14&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, 'Going Concern' warning due to recurring losses and working capital deficit, Variable Interest Entity structure, and significant transactions including a reverse stock split - The company completely disposed of Allinyson Ltd. and its subsidiary Baokuan Technology (Hongkong) Limited on April 1, 2024[38](index=38&type=chunk) - A net loss of **$3.16 million** from continuing operations, an accumulated deficit of **$136.12 million**, and a working capital deficit of **$8.09 million** raise substantial doubt about the company's ability to continue as a going concern[50](index=50&type=chunk)[51](index=51&type=chunk) - The company consolidates Jilin Chuangyuan Chemical Co., Ltd. as a Variable Interest Entity (VIE) through contractual agreements, granting control without direct equity ownership[92](index=92&type=chunk) - A reverse stock split was executed on May 31, 2024, converting every ten shares of Common Stock into one new share[136](index=136&type=chunk) [Management's Discussion and Analysis (MD&A)](index=39&type=section&id=ITEM%202%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses financial results for the three and six months ended June 30, 2024, highlighting revenue decline, increased gross profit from advertising, and reiterating 'Going Concern' risk due to operating losses and working capital deficit - Primary business activities include selling tea products, synthetic fuels, chemicals, and providing online advertising services[159](index=159&type=chunk) [Results of Operations](index=39&type=section&id=Results%20of%20Operations) Net revenues for the six months ended June 30, 2024, fell 73% to **$3.48 million**, primarily due to reduced food and synthetic fuel sales, while gross profit rose 49% to **$0.43 million** driven by advertising revenue, leading to a net income of **$4.61 million** Six Months Ended June 30, 2024 vs 2023 (in Thousands USD) | Metric | 2024 | 2023 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net revenues | 3,476 | 13,108 | (9,632) | (73) | | Gross profit | 430 | 289 | 141 | 49 | | Operating loss | (2,149) | (2,410) | 261 | (11) | | Net (loss) income | 4,605 | (13,485) | 18,090 | (134) | - The six-month revenue decrease was primarily due to food product sales declining from **$7.30 million** to **$1.00 million** and synthetic fuel sales decreasing from **$4.28 million** to **$0.06 million**[168](index=168&type=chunk) - Gross profit increase is attributed to a significant rise in advertising revenue from the Fast branch, which has an approximate **100%** gross profit rate[169](index=169&type=chunk) [Liquidity and Capital Resources](index=43&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2024, the company had **$558,933** in cash, facing a 'Going Concern' issue due to a **$3.16 million** net loss from continuing operations, a **$136.1 million** accumulated deficit, and an **$8.09 million** working capital deficit, with management planning to rely on operations and external funding - Cash and cash equivalents totaled **$558,933** as of June 30, 2024, an increase from **$436,383** at December 31, 2023[174](index=174&type=chunk) - The debt-to-assets ratio increased to **60.86%** as of June 30, 2024, from **54.40%** as of December 31, 2023[174](index=174&type=chunk) - Management acknowledges substantial doubt about the company's ability to continue as a going concern, with future existence dependent on business plan execution and additional funding[175](index=175&type=chunk)[176](index=176&type=chunk) [Cash Flows](index=43&type=section&id=Cash%20Flows%20Data) Net cash used in operating activities decreased to **$0.66 million**, while investing activities used **$0.16 million**, and financing activities provided **$0.94 million**, primarily from new loans, for the first six months of 2024 Net Cash Flow Summary (in thousands USD) | Activity | June 30, 2024 | June 30, 2023 | | :--- | :--- | :--- | | Net cash flows used in operating activities | (661) | (2,240) | | Net cash flows (used in) provided by investing activities | (160) | 2,749 | | Net cash flows provided by financing activities | 941 | 34 | [Quantitative and Qualitative Disclosures About Market Risk](index=5&type=section&id=ITEM%203%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This item was not addressed in the report [Controls and Procedures](index=5&type=section&id=ITEM%204%20CONTROLS%20AND%20PROCEDURES) This item was not addressed in the report [PART II - OTHER INFORMATION](index=45&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings](index=45&type=section&id=ITEM%201%20LEGAL%20PROCEEDINGS) The company is involved in a legal proceeding with former employee Daqi Cui, who seeks **$609,145.05** in damages for breach of employment contract, with the company filing a motion to dismiss - Former employee Daqi Cui filed a complaint in the Supreme Court of New York, claiming breach of employment contract and seeking **$609,145.05** in damages[184](index=184&type=chunk) [Risk Factors](index=45&type=section&id=ITEM%201A%20RISK%20FACTORS) No material changes to risk factors previously disclosed in the company's Form S3/A registration statement filed on April 18, 2023 - As of this report's date, no material changes to risk factors disclosed in the company's Form S3/A registration statement filed on April 18, 2023[185](index=185&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=ITEM%202%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) Not applicable - Not applicable[185](index=185&type=chunk) [Defaults Upon Senior Securities](index=45&type=section&id=ITEM%203%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) Not applicable - Not applicable[186](index=186&type=chunk) [Mine Safety Disclosures](index=45&type=section&id=ITEM%204%20MINE%20SAFETY%20DISCLOSURES) Not applicable - Not applicable[186](index=186&type=chunk) [Other Information](index=45&type=section&id=ITEM%205%20OTHER%20INFORMATION) None - None[186](index=186&type=chunk) [Exhibits](index=46&type=section&id=ITEM%206%20EXHIBITS) This section lists exhibits filed with the quarterly report, including officer certifications and Inline XBRL documents - Exhibits filed include Certifications of Principal Executive and Financial Officers pursuant to Sarbanes-Oxley Act Sections 302 and 906, along with Inline XBRL data files[187](index=187&type=chunk) [Signatures](index=47&type=section&id=SIGNATURES) [Signatures](index=47&type=section&id=Signatures) The report was signed and authorized on August 14, 2024, by Bin Zhou, CEO and Chairman, and Lili Hu, CFO - The report is signed by Bin Zhou (CEO and Chairman) and Lili Hu (CFO) on August 14, 2024[190](index=190&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ____________ Commission File Number: 001-34449 PLANET GREEN HOLDINGS CORP. (Exact name of registrant as specified in its charter) Nevada (State or other jur ...

Core Viewpoint - Planet Green Holdings Corp. announced that its audited financial statements for the year ended December 31, 2023, received an unqualified audit opinion, but included an explanatory paragraph regarding the company's ability to continue as a going concern [1] Financial Statements - The company's Annual Report on Form 10-K was filed on April 1, 2023, with the Securities and Exchange Commission [1] - The announcement does not represent any change or amendment to the company's financial statements or its Annual Report [1] Compliance and Regulations - The announcement was made in accordance with NYSE American LLC Company Guide Section 610(b), which mandates public disclosure of an audit opinion containing a going concern paragraph [1]

[Part I](index=4&type=section&id=PART%20I) [Business](index=5&type=section&id=ITEM%201.%20BUSINESS) Planet Green Holdings operates diverse consumer, chemical, and digital businesses through PRC subsidiaries and a VIE, facing significant regulatory risks - The company is a Nevada holding company, operating through subsidiaries and contractual arrangements with its VIE, **Jilin Chuanyuan**[10](index=10&type=chunk) - The business is diversified across **consumer products** (beef, tea), **chemical products** (formaldehyde, ethanol fuel), and **digital services** (advertising, mobile games)[21](index=21&type=chunk) - The company faces significant legal and operational risks due to its reliance on the **VIE structure** and operations in China, potentially rendering its stock worthless[11](index=11&type=chunk)[20](index=20&type=chunk) [Overview and Corporate Structure](index=5&type=section&id=1.1%20Overview%20and%20Corporate%20Structure) The company operates as a Nevada holding company with primary PRC operations via subsidiaries and a VIE, facing regulatory and cash transfer risks - Investors purchase equity in a Nevada holding company, not the PRC-based VIE, whose enforceability is **uncertain under PRC law**[10](index=10&type=chunk)[11](index=11&type=chunk) - Cash transfers from PRC subsidiaries are subject to PRC laws, with **no dividends ever paid** to the parent company or U.S. investors[13](index=13&type=chunk) - The company's auditor, **YCM CPA Inc.**, is PCAOB-inspected and not currently subject to HFCA Act trading prohibitions[20](index=20&type=chunk) [Business Segments and Competition](index=9&type=section&id=1.2%20Business%20Segments%20and%20Competition) The company operates in three segments: consumer products (beef, tea), chemicals (formaldehyde, ethanol fuel), and online advertising/mobile games - **Consumer Products**: **Shandong Yunchu** imports and distributes beef from major global regions, while **Xianning Bozhuang** produces and sells various Chinese teas[22](index=22&type=chunk)[23](index=23&type=chunk) - **Chemical Business**: **Jilin Chuangyuan** is a leading producer of formaldehyde and urea formaldehyde glue in China's northeast provinces; **Jingshan Sanhe** researches and distributes ethanol fuel products[27](index=27&type=chunk)[28](index=28&type=chunk) - **Advertising & Mobile Games**: **Fast Approach** operates a demand-side advertising platform connecting to the Chinese market; **Allinyson** develops mobile games, with '**Block Puzzle**' being a key product in the Philippines[33](index=33&type=chunk)[34](index=34&type=chunk) [Manufacturing, Raw Materials, and Customers](index=11&type=section&id=1.3%20Manufacturing,%20Raw%20Materials,%20and%20Customers) The company operates manufacturing facilities in China, sourcing raw materials domestically and internationally, serving key food and chemical customers Manufacturing Facilities Overview | Facility | Location | Size (sq. meters) | Products | Annual Capacity | | :--- | :--- | :--- | :--- | :--- | | Xianning Bozhuang | Hubei Province, PRC | 33,333 | Cyan brick tea, black tea, green tea | 5,020 tons | | Jingshan Sanhe | Hubei Province, PRC | 11,018 | Ethanol fuel, fuel additives | 300,000 tons (fuel), 3,000 tons (additive) | | Jilin Chuangyuan | Jilin Province, PRC | 59,690 | Formaldehyde, urea formaldehyde glue, etc. | 120,000 tons (formaldehyde), 100,000 tons (glue) | - Beef products are primarily sourced from Uruguay, Brazil, Chile, Argentina, Australia, and New Zealand[37](index=37&type=chunk)[76](index=76&type=chunk) - **Jingshan Sanhe** holds **12** practical patent certificates from the PRC State Intellectual Property Office related to its fuel and chemical production processes[80](index=80&type=chunk) [Employees and R&D](index=21&type=section&id=1.4%20Employees%20and%20R%26D) As of December 31, 2023, the company employed 143 individuals across various functions, with limited R&D staff and immaterial R&D expenditures Employees by Department (as of Dec 31, 2023) | Department | Number of Employees | | :--- | :--- | | Production | 49 | | Sales | 26 | | Management | 23 | | Administration | 18 | | Finance | 13 | | Quality Control | 6 | | Research and Development | 5 | | Purchasing | 3 | | **Total** | **143** | - R&D spending was not a material portion of total expenses for the years ended December 31, **2023** and **2022**[88](index=88&type=chunk) [Risk Factors](index=22&type=section&id=ITEM%201A.%20RISK%20FACTORS) As a smaller reporting company, the company is not required to include detailed risk factors in this report, directing investors to its S-3 filing - As a smaller reporting company, the registrant is not required to include risk factors in this Annual Report[93](index=93&type=chunk) [Cybersecurity](index=22&type=section&id=ITEM%201C.%20CYBERSECURITY) The company lacks a formal cybersecurity risk management program, relying on third parties, and reports no material incidents as of the filing date - The company has not adopted any cybersecurity risk management program and depends on third parties for digital technology security[94](index=94&type=chunk) - Management states they lack sufficient resources to adequately protect against, investigate, or remediate cyber incidents[94](index=94&type=chunk) - As of the report date, no cybersecurity incidents have materially affected the company[95](index=95&type=chunk) [Properties](index=23&type=section&id=ITEM%202.%20PROPERTIES) The company operates four primary facilities in China, totaling approximately 104,219 square meters, under a mix of land use rights and leases Primary Facilities | Facility | Location | Size (Square Meters) | Ownership Status | | :--- | :--- | :--- | :--- | | Xianning Bozhuang | Xianning City, Hubei | 33,333 | Land Use Rights Obtained | | Jingshan Sanhe | Jingshan City, Hubei | 11,018 | Leased | | Jilin Chuangyuan | Meihekou City, Jilin | 59,690 | Land Use Rights Obtained | | Shandong Yunchu | Qingdao City, Shandong | 178.16 | Leased | [Legal Proceedings](index=23&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company faces a legal proceeding from a former employee seeking **$609,145.05** for breach of employment contract - On July **27**, **2023**, former employee **Daqi Cui** filed a complaint against the Company for breach of employment contract, seeking damages of **$609,145.05**[99](index=99&type=chunk) [Part II](index=24&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=24&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY,%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's common stock trades on NYSE American, with no cash dividends paid since 2007, as earnings are retained for business expansion - The company's common stock is traded on the **NYSE American** under the symbol '**PLAG**'[101](index=101&type=chunk) - The company does not anticipate paying any cash dividends in the foreseeable future, intending to retain earnings for business development[102](index=102&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) In FY2023, net revenues fell **39%** to **$27.1 million**, leading to a **$20.8 million** net loss and a 'Going Concern' warning due to liquidity issues [Results of Operations](index=26&type=section&id=7.1%20Results%20of%20Operations) Net revenues decreased **39%** to **$27.12 million** in 2023, driven by lower food sales and subsidiary disposals, resulting in a **67%** gross profit decline and widened operating loss Consolidated Results of Operations (In Thousands of USD) | Metric | 2023 | 2022 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net revenues | 27,120 | 44,757 | (17,637) | (39)% | | Gross profit | 1,432 | 4,352 | (2,920) | (67)% | | Operating loss | (8,771) | (5,273) | (3,498) | 66% | | Net loss | (20,843) | (25,935) | 5,092 | (20)% | - Net revenue decline was primarily caused by a drop in food product sales from **$23.34 million** in **2022** to **$14.32 million** in **2023** due to the adverse effects of COVID-19, and the disposal of certain subsidiaries[117](index=117&type=chunk) - General and administrative expenses increased by **$1.98 million**, mainly due to a **$1.97 million** inventory loss and a **$2.76 million** expected credit loss on trade receivables[121](index=121&type=chunk) [Liquidity, Capital Resources, and Going Concern](index=27&type=section&id=7.2%20Liquidity,%20Capital%20Resources,%20and%20Going%20Concern) The company's precarious liquidity, with a **$20.8 million** net loss and **$6.7 million** working capital deficit, raises substantial doubt about its ability to continue as a going concern - The company has incurred a **net loss** of **$20.8 million** for FY**2023** and has a **working capital deficit** of **$6.7 million**, raising substantial doubt about its ability to continue as a **Going Concern**[125](index=125&type=chunk)[227](index=227&type=chunk) - As of December **31**, **2023**, the company had cash and cash equivalents of **$436,383**, compared to **$93,487** at the end of **2022**[124](index=124&type=chunk) - Management's plan for continued existence depends on executing its business plan to generate profit and potentially raising funds through private placements or from related parties[126](index=126&type=chunk)[228](index=228&type=chunk) [Cash Flows](index=28&type=section&id=7.3%20Cash%20Flows) In FY2023, net cash used in operating activities was **$5.3 million**, while investing activities provided **$2.7 million**, and financing activities provided **$2.9 million** Summary of Cash Flows (In thousands of U.S. dollars) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | (5,282) | (9,012) | | Net cash provided by (used in) investing activities | 2,670 | (3,854) | | Net cash provided by financing activities | 2,888 | 10,841 | [Controls and Procedures](index=30&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and internal controls over financial reporting were ineffective due to a material weakness in U.S. GAAP accounting personnel - Management concluded that both disclosure controls and procedures and internal controls over financial reporting were not effective as of December **31**, **2023**[135](index=135&type=chunk)[136](index=136&type=chunk) - A **material weakness** was identified due to not having sufficient and skilled accounting personnel with appropriate experience in U.S. GAAP[137](index=137&type=chunk) - Remediation plans include providing U.S. GAAP training to the current team and recruiting more qualified accounting staff[138](index=138&type=chunk) [Part III](index=32&type=section&id=PART%20III) [Directors, Executive Officers and Corporate Governance](index=32&type=section&id=ITEM%2010.%20DIRECTORS,%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) The company is led by Chairman and CEO **Bin Zhou** and CFO **Lili Hu**, with a five-member Board including three independent directors and established committees Directors and Executive Officers | Name | Age | Position | | :--- | :--- | :--- | | Bin Zhou | 34 | Chairman and Chief Executive Officer | | Lili Hu | 46 | Chief Financial Officer | | Luojie Pu | 36 | Director | | King Fai Leung | 51 | Director | | Yang Cao | 31 | Director | - The Board has determined that **Luojie Pu**, **King Fai Leung**, and **Yang Cao** are independent directors[172](index=172&type=chunk) - The Audit Committee is chaired by **King Fai Leung**, who is the designated audit committee financial expert[151](index=151&type=chunk) [Executive Compensation](index=36&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Executive compensation for 2023 shows Chairman and CEO **Bin Zhou** received **$96,000** and CFO **Lili Hu** received **$84,000** in salary, with no bonuses or equity awards Executive Compensation Summary (2023) | Name and Principal Position | Year | Salary ($) | Total ($) | | :--- | :--- | :--- | :--- | | Bin Zhou, Chairman, CEO | 2023 | 96,000 | 96,000 | | Lili Hu, CFO | 2023 | 84,000 | 84,000 | | Luojie Pu, Director | 2023 | 24,000 | 24,000 | | King Fai Leung, Director | 2023 | 21,600 | 21,600 | | Yang Cao, Director | 2023 | 24,000 | 24,000 | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=36&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20SHAREHOLDER%20MATTERS) As of December **31**, **2023**, Chairman and CEO **Bin Zhou** is the largest beneficial owner with **20.72%** of the **72,081,930** outstanding common shares - Chairman and CEO **Bin Zhou** beneficially owns **14,942,000** shares, representing **20.72%** of the outstanding common stock as of December **31**, **2023**[169](index=169&type=chunk)[170](index=170&type=chunk) - There are no arrangements currently in place that would result in a change in control of the company[171](index=171&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=37&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS,%20AND%20DIRECTOR%20INDEPENDENCE) The company reported no disclosable related party transactions, and its Board includes three independent directors as per NYSE American standards - The company reports no disclosable related party transactions[171](index=171&type=chunk) - The Board has determined that **Luojie Pu**, **King Fai Leung**, and **Yang Cao** are '**independent directors**' as defined by **NYSE American** listing standards[172](index=172&type=chunk) [Principal Accounting Fees and Services](index=37&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES) Total accounting fees for audit services were **$400,000** in **2023**, a decrease from **2022**, with **YCM CPA Inc.** as the independent auditor Accounting Fees | Fee Type | 12/31/2023 | 12/31/2022 | | :--- | :--- | :--- | | Accounting fees | $400,000 | $765,000 | | **Total** | **$400,000** | **$765,000** | [Part IV](index=38&type=section&id=PART%20IV) [Exhibits, Financial Statement Schedules](index=38&type=section&id=ITEM%2015.%20EXHIBITS,%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists exhibits including corporate documents, securities descriptions, agreements, and **Sarbanes-Oxley** certifications from the CEO and CFO - The report includes required certifications from the Chief Executive Officer and Chief Financial Officer pursuant to Sections **302** and **906** of the **Sarbanes-Oxley Act of 2002**[176](index=176&type=chunk) [Financial Statements](index=40&type=section&id=FINANCIAL%20STATEMENTS) [Report of Independent Registered Public Accounting Firm](index=41&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor's report includes a '**Going Concern**' warning due to accumulated deficit, working capital deficit, and net losses, also identifying goodwill impairment and inventory valuation as **Critical Audit Matters** - The auditor's report contains a '**Going Concern**' paragraph, raising substantial doubt about the Company's ability to continue its operations[184](index=184&type=chunk) - Two **Critical Audit Matters** were identified: **Impairment of goodwill** and **Inventory Valuation**[189](index=189&type=chunk)[192](index=192&type=chunk) [Consolidated Financial Statements](index=44&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements for **2023** show total assets decreased to **$42.6 million**, total liabilities increased to **$23.2 million**, and a **net loss** of **$20.8 million** Consolidated Balance Sheet Highlights (in thousands USD) | Account | 2023 | 2022 | | :--- | :--- | :--- | | Total Current Assets | 12,510 | 13,835 | | Total Assets | 42,630 | 60,720 | | Total Current Liabilities | 19,186 | 19,573 | | Total Liabilities | 23,190 | 20,134 | | Total Stockholders' Equity | 19,440 | 40,586 | Consolidated Statement of Operations Highlights (in thousands USD) | Account | 2023 | 2022 | | :--- | :--- | :--- | | Net Revenues | 27,120 | 44,757 | | Gross Profit | 1,433 | 4,352 | | Operating Loss | (8,772) | (5,273) | | Loss on disposal of equity investments | (10,849) | - | | Impairment of goodwill | - | (10,386) | | Net Loss | (20,844) | (25,935) | [Notes to Consolidated Financial Statements](index=50&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the **VIE structure**, related party transactions, customer and supplier concentrations, and the basis for the '**Going Concern**' uncertainty VIE (Jilin Chuangyuan) Financial Summary (as of Dec 31, 2023) | Account | Amount (USD) | | :--- | :--- | | Total Assets | $12,232,088 | | Total Liabilities | $12,039,060 | | Operating Revenues (FY 2023) | $7,183,569 | | Net Loss (FY 2023) | ($2,453,521) | - As of Dec **31**, **2023**, amounts due to related parties totaled **$7.3 million**, including **$1.4 million** to CEO **Bin Zhou**; amounts due from related parties totaled **$315,724**[296](index=296&type=chunk)[298](index=298&type=chunk)[299](index=299&type=chunk) - In **2023**, two customers accounted for **15%** and **13%** of **total revenues**, respectively; two suppliers accounted for **19%** and **10%** of **total purchases**[320](index=320&type=chunk)[323](index=323&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share PLAG NYSE American Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 ☐ TRANSITION REPORT PURSU ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share PLAG NYSE American Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 ☐ TRANSITION REPORT PURSUANT T ...