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)

Financial Performance - Net revenues for the three months ended September 30, 2023, were $4,183,478, a decrease from $10,264,434 for the same period in 2022, representing a decline of approximately 59%[18] - Gross profit for the nine months ended September 30, 2023, was $638,475, down from $2,603,146 in the same period of 2022, indicating a decrease of about 75%[18] - Operating loss for the three months ended September 30, 2023, was $(1,126,285), compared to $(2,109,293) for the same period in 2022, showing an improvement of approximately 47%[18] - Net loss attributable to common shareholders for the nine months ended September 30, 2023, was $(14,764,145), compared to $(4,870,760) for the same period in 2022, reflecting a significant increase in losses[18] - Total comprehensive loss for the three months ended September 30, 2023, was $(1,114,899), compared to $(4,009,612) for the same period in 2022, indicating a reduction in comprehensive losses[18] - Basic and diluted loss per common share for the three months ended September 30, 2023, was $(0.02), compared to $(0.03) for the same period in 2022[18] - The net loss for the nine months ended September 30, 2023, was $14,764,145, compared to a net loss of $5,052,488 for the same period in 2022, representing an increase in losses of approximately 192%[25] - The company reported a basic and diluted loss per share of $(0.20) for the nine months ended September 30, 2023, compared to $(0.09) for the same period in 2022[146] Assets and Liabilities - Total assets decreased from $60.72 million as of December 31, 2022, to $49.42 million as of September 30, 2023, representing a decline of approximately 18.5%[15] - Current assets increased from $13.83 million to $18.57 million, a growth of about 34.1%[15] - Total liabilities increased from $20.13 million to $24.22 million, reflecting a rise of about 20.5%[15] - Stockholders' equity decreased from $40.59 million to $25.20 million, a decline of approximately 37.9%[15] - Total current liabilities increased from $19.57 million to $23.73 million, a rise of about 21.2%[15] - The accumulated deficit as of September 30, 2023, was $(134,246,166), an increase from $(98,943,143) as of September 30, 2022[20] - The company’s total assets as of the acquisition date of Allinyson Ltd. were valued at $7,812,825[110] Cash Flow - Cash provided by operating activities was $(4,240,629) in 2023, an improvement from $(10,208,033) in 2022[25] - Cash from investing activities increased to $2,699,069 in 2023, compared to $(3,271,268) in 2022, primarily due to proceeds from the disposal of equity method investments of $2,770,000[25] - Cash from financing activities was $1,527,688 in 2023, down from $11,314,508 in 2022, reflecting a decrease in proceeds from the issuance of common stock[25] - Total cash and cash equivalents at the end of 2023 were $313,500, slightly up from $311,095 at the end of 2022[25] - The company reported a foreign currency translation adjustment gain of $164,227 for the nine months ended September 30, 2023[20] Expenses - Research and development expenses for the three months ended September 30, 2023, were $61,985, compared to $79,031 in the same period of 2022, a decrease of approximately 22%[18] - Selling and marketing expenses for the nine months ended September 30, 2023, totaled $721,456, down from $1,497,194 in the same period of 2022, a reduction of about 52%[18] - Depreciation expenses increased to $1,531,932 in 2023 from $716,964 in 2022, indicating higher asset utilization or investment[25] - The company incurred an interest expense of $221,193 for the nine months ended September 30, 2023, down from $488,331 for the same period in 2022, a decrease of approximately 55%[132] Acquisitions and Investments - The company has engaged in multiple acquisitions, including 100% equity interests in various subsidiaries, enhancing its market presence[30][32][33] - The acquisition of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. involved the issuance of 2,200,000 shares of common stock in exchange for 85% equity interest[86] - The total consideration for the acquisition of Jilin Chuangyuan Chemical Co., Ltd. was $8,085,000, with approximately $3.19 million of goodwill attributed to expected synergies[94] - The acquisition of Shandong Yunchu Supply Chain Co., Ltd. resulted in a net asset acquisition valued at $5,420,920, with goodwill of approximately $4.72 million expected from operational synergies[99] - The acquisition of Anhui Ansheng Petrochemical Equipment Co., Ltd. had a total consideration at fair value of $7,926,000, with goodwill estimated at $10.26 million due to anticipated synergies[104] Operational Challenges - The Company incurred a net loss of $14,365,365 for the nine months ended September 30, 2023, with an accumulated deficit of $134,246,166[42] - The company has a working capital deficit of $4,769,328 as of September 30, 2023[42] - Management's plan for continued existence relies on executing a business plan to generate profit and may require private placements for funding[43] - The company may face substantial doubt about its ability to continue as a going concern if it cannot execute its business plan[43] Revenue Recognition and Accounting Policies - The Company recognizes revenue when control of goods or services is transferred to customers, following ASC 606[64] - The Company applies the weighted average cost method for inventory valuation, which includes raw materials and finished goods[51] - The Company conducts annual assessments of goodwill for impairment, recognizing losses if the carrying value exceeds fair value[59] - The Company follows the asset and liability method for accounting income taxes, recognizing deferred tax benefits in future years[69]

Financial Position - As of June 30, 2023, total assets decreased to $48.83 million from $60.72 million as of December 31, 2022, representing a decline of approximately 19.7%[15] - Current assets increased to $17.65 million, up from $13.83 million, marking a growth of about 27.5%[15] - Total liabilities rose to $22.51 million, compared to $20.13 million at the end of 2022, indicating an increase of approximately 11.8%[15] - Stockholders' equity decreased significantly to $26.32 million from $40.59 million, reflecting a decline of about 35.2%[16] - Cash and cash equivalents increased to $713,196 from $93,487, showing a substantial growth of approximately 664.5%[15] - The company reported an accumulated deficit of $133.37 million as of June 30, 2023, compared to $119.88 million at the end of 2022[16] - The working capital deficit stood at $4,358,221 as of June 30, 2023[48] Revenue and Profitability - Net revenues for Q2 2023 were $4,573,443, a decrease of 70.5% compared to $15,544,255 in Q2 2022[19] - Gross profit for Q2 2023 was $42,654, down from $742,062 in Q2 2022, reflecting a significant decline in profitability[19] - The company reported a gross profit of $289,080 for the six months ended June 30, 2023, down 84.8% from $1.91 million in the same period of 2022[19] - Operating expenses for the six months ended June 30, 2023, totaled $2.70 million, a decrease of 40.4% from $4.50 million in the same period of 2022[19] - The net loss attributable to common shareholders for Q2 2023 was $12,199,648, compared to a loss of $1,484,847 in Q2 2022, indicating a substantial increase in losses[19] - The company reported a net loss attributable to common shareholders of $12.20 million for the six months ended June 30, 2023, compared to a loss of $2.71 million in the same period of 2022, indicating a significant increase in losses[19] Cash Flow and Financing - Cash used in operating activities decreased to $(2,240,110) in 2023 from $(8,200,350) in 2022, showing improved cash flow management[26] - The company reported a net cash provided by investing activities of $2,749,143 in 2023, a recovery from $(3,853,678) in 2022[26] - The cash and cash equivalents at the end of the year increased to $713,196 in 2023 from $378,697 in 2022, reflecting a positive cash position[26] - Interest paid decreased to $245,734 in 2023 from $327,695 in 2022, indicating reduced financing costs[26] - The company made no payments for short-term loans in 2023, compared to $(574,175) in 2022, suggesting a shift in financing strategy[26] - The company issued 10,000,000 shares for cash, raising $4,100,000 during the period[21] Acquisitions and Investments - The acquisition of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. involved the issuance of 2,200,000 shares of common stock in exchange for 85% equity interest[90] - Total consideration for the acquisition of Jilin Chuangyuan Chemical Co., Ltd. was $8,085,000, with approximately $3.19 million of goodwill attributed to expected synergies[98] - The acquisition of Shandong Yunchu Supply Chain Co., Ltd. resulted in a net asset acquisition valued at $5,420,920, with goodwill of approximately $4.72 million expected from operational synergies[103] - The acquisition of Anhui Ansheng Petrochemical Equipment Co., Ltd. had a total consideration at fair value of $7,926,000, with goodwill of approximately $10.26 million arising from expected synergies[108] - The company consolidated the accounts of Jilin Chuangyuan Chemical Co., Ltd. as its Variable Interest Entity (VIE)[95] Operational Strategy - The company anticipates continued market expansion and product development in the upcoming quarters, although specific financial guidance was not provided[6] - The Company considers itself to be operating within one reportable segment based on qualitative and quantitative criteria[46] - The Company has a 100% equity interest in several subsidiaries, including Jiayi Technologies (Xianning) Co., Ltd. and Jilin Chuangyuan Chemical Co., Ltd., enhancing its operational control[29] - The company is engaged in various businesses through its subsidiaries in China, indicating a diversified operational strategy[29] - The Company has entered into exclusive VIE agreements with several entities, allowing it to consolidate their accounts as variable interest entities[39] Tax and Regulatory Matters - The U.S. corporate tax rate decreased from 34% to 21% under the "Tax Cuts and Jobs Act," effective for the fiscal year ending December 31, 2022[137] - The corporate income tax rate in the PRC is 25%, applicable to the Company's operations in that region[141] - The Company has no assessable profits derived from Hong Kong since inception, resulting in no provisions for Hong Kong profit tax[140] Other Financial Metrics - Basic and diluted loss per share for Q2 2023 was $(0.17), compared to $(0.03) in Q2 2022[19] - The weighted average shares outstanding for Q2 2023 were 72,081,930, an increase from 54,165,263 in Q2 2022[19] - The effective tax rate for the Company was 0.59% for the six months ended June 30, 2023, down from 5.25% in 2022[144] - The allowance for doubtful accounts as of June 30, 2023, was $353,060, down from $366,301 at the end of 2022[114] - The interest expense for the six months ended June 30, 2023, was $135,452, compared to $208,280 for the same period in 2022[133]

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 ...

[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) The company's financial statements show a net loss for the six months ended June 30, 2022, and a working capital deficit raising going concern doubts - The company incurred a net loss of **$2.76 million** for the six months ended June 30, 2022, with an accumulated deficit of **$96.79 million** and a working capital deficit of **$8.00 million**, raising substantial doubt about its ability to continue as a going concern[27](index=27&type=chunk) Condensed Consolidated Balance Sheet Data (Unaudited) | Balance Sheet Items | June 30, 2022 (USD) | Dec 31, 2021 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Total current assets | 26,996,491 | 27,303,566 | | Total non-current assets | 68,548,150 | 58,712,016 | | **Total assets** | **95,544,641** | **86,015,582** | | **Liabilities & Equity** | | | | Total current liabilities | 34,995,042 | 34,378,887 | | Total non-current liabilities | 622,087 | 380,345 | | **Total liabilities** | **35,617,129** | **34,759,232** | | **Total stockholders' equity** | **59,927,512** | **51,256,350** | Condensed Consolidated Statements of Operations (Unaudited) | Income Statement Items | Six Months Ended June 30, 2022 (USD) | Six Months Ended June 30, 2021 (USD) | | :--- | :--- | :--- | | Net revenues | 27,523,610 | 7,112,647 | | Gross profit | 1,905,021 | 495,630 | | Operating (loss) income | (2,592,654) | (2,692,741) | | Net (loss) income | (2,756,457) | (2,658,758) | | Net (loss) attributable to common shareholders | (2,714,624) | (2,462,478) | | (Loss) per common share - Basic and diluted | (0.06) | (0.12) | Condensed Consolidated Statements of Cash Flows (Unaudited) | Cash Flow Items | Six Months Ended June 30, 2022 (USD) | Six Months Ended June 30, 2021 (USD) | | :--- | :--- | :--- | | Net cash used in operating activities | (8,200,350) | (8,838,680) | | Net cash used in investing activities | (3,853,678) | (7,542,063) | | Net cash provided by financing activities | 10,386,343 | 13,882,092 | | Net (decrease) in cash and cash equivalents | (1,667,685) | (2,498,651) | | Cash and cash equivalents at end of period | 378,697 | 1,445,606 | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=33&type=section&id=ITEM%202%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses diversified operations, noting revenue growth offset by losses and strained liquidity, raising going concern issues - The company's primary business is carried out by several subsidiaries and VIEs, focusing on black tea, synthetic fuels, imported beef, chemicals (formaldehyde, urea-formaldehyde glue), refueling devices, and online game/advertising services[149](index=149&type=chunk) Results of Operations Comparison (Three Months Ended June 30) | (In Thousands of USD) | 2022 | 2021 | Change ($ Thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net revenues | 15,544 | 4,876 | 10,668 | 219% | | Gross profit | 742 | 290 | 452 | 156% | | Operating (loss) | (1,493) | (1,111) | (382) | 34% | | Net (loss) | (1,495) | (1,167) | (328) | 28% | Results of Operations Comparison (Six Months Ended June 30) | (In Thousands of USD) | 2022 | 2021 | Change ($ Thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net revenues | 27,524 | 7,113 | 20,411 | 287% | | Gross profit | 1,905 | 495 | 1,410 | 285% | | Operating (loss) | (2,592) | (2,693) | 101 | (4)% | | Net (loss) | (2,756) | (2,659) | (97) | 4% | - As of June 30, 2022, the company had cash and cash equivalents (including restricted cash) of **$0.38 million**, down from **$1.13 million** at the end of 2021[164](index=164&type=chunk) - The debt-to-assets ratio improved slightly from **40.41%** to **37.28%**[164](index=164&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=ITEM%203%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company indicated this section is not applicable for the current reporting period - No quantitative and qualitative disclosures about market risk were provided, as the company deemed it not applicable[173](index=173&type=chunk) [Controls and Procedures](index=37&type=section&id=ITEM%204%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls were ineffective as of June 30, 2022, but financial statements are fairly presented - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective as of June 30, 2022[174](index=174&type=chunk) - Despite the ineffective controls, management believes the financial statements in this Form 10-Q fairly present the company's financial position, results of operations, and cash flows in all material respects[175](index=175&type=chunk) - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[177](index=177&type=chunk) [PART II - OTHER INFORMATION](index=38&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings](index=38&type=section&id=ITEM%201%20LEGAL%20PROCEEDINGS) The company's subsidiary is a defendant in a lawsuit, resulting in a temporary freeze of its cash - A lawsuit has been filed by Wuxi Suxin Natural Gas Utilization Co., Ltd. against defendants including the company's subsidiary, Anhui Ansheng Petrochemical Equipment Co., Ltd[178](index=178&type=chunk) - Due to the lawsuit, Anhui Ansheng's available cash of **$79,044** was temporarily frozen by the court[178](index=178&type=chunk) [Risk Factors](index=38&type=section&id=ITEM%201A%20RISK%20FACTORS) No material changes to previously disclosed risk factors were reported in this Quarterly Report - As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Company's registration statement Form S3/A as filed with the SEC on April 25, 2022[179](index=179&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=ITEM%202%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company conducted unregistered equity sales, including a $7 million private placement and using proceeds for working capital - On January 13, 2022, the company sold **7 million** shares of common stock for **$7 million** ($1.00 per share) in a private placement[180](index=180&type=chunk) - On April 8, 2022, the company issued **7.5 million** shares of common stock to acquire 100% of Allinyson Ltd. in a share exchange agreement[181](index=181&type=chunk) - The proceeds from the private placement are intended to be used as working capital for the operation of subsidiaries and VIEs[182](index=182&type=chunk) [Defaults Upon Senior Securities](index=38&type=section&id=ITEM%203%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reports that this item is not applicable - Not applicable[182](index=182&type=chunk) [Mine Safety Disclosures](index=38&type=section&id=ITEM%204%20MINE%20SAFETY%20DISCLOSURES) The company reports that this item is not applicable - Not applicable[182](index=182&type=chunk) [Other Information](index=38&type=section&id=ITEM%205%20OTHER%20INFORMATION) No other information was disclosed for this reporting period - None[182](index=182&type=chunk) [Exhibits](index=39&type=section&id=ITEM%206%20EXHIBITS) This section lists exhibits filed, including certifications from executive officers and Inline XBRL documents List of Exhibits | Exhibit No. | Description | | :--- | :--- | | 31.1 | Certification of Principal Executive Officer (Section 302) | | 31.2 | Certification of Principal Financial Officer (Section 302) | | 32.1 | Certification of Principal Executive Officer (Section 906) | | 32.2 | Certification of Principal Financial Officer (Section 906) | | 101.INS | Inline XBRL Instance Document | | 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | 104 | Cover Page Interactive Data File | [Signatures](index=40&type=section&id=SIGNATURES) The report was duly signed on August 12, 2022, by the Chief Executive Officer and Chief Financial Officer - The report was duly signed on August 12, 2022, by Bin Zhou, Chief Executive Officer and Chairman, and Lili Hu, Chief Financial Officer[186](index=186&type=chunk)