[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 ...

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, 2023 ☐ 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 ...

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 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________to ____________ Commissi ...