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: ~~September 30, 2022~~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		87-0430320
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

~~36-10 Union St. 2~~130-30 31^ndst ~~Floor~~Ave, Suite 512
Flushing, NY 11354

~~Flushing, NY 11354~~(718) 799-0380
(Address of principal executive office and zip code)

(718) 799-0380
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒

The number of outstanding shares of the registrant’s common stock as of ~~November 14, 2022~~May 15, 2023 was 72,081,930.

TABLE OF CONTENT

Caution Regarding Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to the factors described in the section captioned “Risk Factors” ~~in our Annual Report~~described on the Registration Statement on Form ~~10-K for~~S-3 filed by the ~~year ended December 31,~~Company on September 17, 2021, ~~filed~~and as subsequently amended, together with the ~~Securities~~other information contained in this report. If any of the events descripted in the risk factors occur, our business, financial condition and ~~Exchange Commission (the “SEC”).~~operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” or the negative of such terms or other similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report completely and with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

PART I

Use of Certain Defined Terms

Except where the context otherwise requires and for the purposes of this report only:

	●	“Anhui Ansheng” refers to Anhui Ansheng Petrochemical Equipment Co., Ltd., a company incorporated in China.

	●	“Allinyson” refers to Allinyson Ltd., a company incorporated in the State of Colorado.

	●	“Bless Chemical” refers to Bless Chemical Co., Ltd., a company incorporated in Hong Kong.

	●	“Baokuan Hong Kong” refers to Baokuan Technology (Hong Kong) Limited, a company incorporated in Hong Kong.

	●	“China” and “PRC” refer to the People’s Republic of China (excluding Hong Kong, Macau and Taiwan for the purposes of this report only).

	●	“Fast Approach” refers to Fast Approach Inc., a corporation incorporated under the laws of Canada.

	●	“Hubei Bulaisi” Refers to Hubei Bulaisi Technology Co., Ltd., a PRC limited liability company.
	●	“Guangzhou Haishi” refers to Guangzhou Haishi Technology Co., Ltd., a PRC limited liability company.

	●	“Jiayi Technologies” or “WFOE” refers to Jiayi Technologies (Xianning) Co., Ltd., a PRC limited liability company and a wholly foreign-owned enterprise, formerly known as Lucky Sky Petrochemical Technology (Xianning) Co. Ltd.

●

“Jilin Chuangyuan” refers to Jilin Chuangyuan Chemical Co., Ltd., a PRC limited liability company.

●

“Jingshan Sanhe” refers to Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd., a PRC limited company.

	●	“Promising Prospect HK” refers to Promising Prospect HK Limited, formerly known as Lucky Sky Planet Green Holdings Co., Limited, a company incorporated in Hong Kong.
	●	“PLAG,” “we,” “us”, “our,” “Planet Green” and the “Company” refer to Planet Green Holdings Corp., a Nevada corporation, and except where the context requires otherwise, our wholly-owned subsidiaries and VIEs.

	●	“Promising Prospect BVI” refers to Promising Prospect Limited, formerly known as Planet Green Holdings Corporation, a British Virgin Islands company.

●

“RMB” refers to Renminbi, the legal currency of China.

●

“Shanghai Shuning” refers to Shanghai Shuning Advertising Co., ~~Ltd,~~Ltd., a PRC limited liability company.

●

“Shandong Yunchu” Refers to Shandong Yunchu Supply Chain Co., Ltd., a PRC limited liability company.

●

“U.S. dollar”, “$” and “US$” refer to the legal currency of the United States.

●

“VIE” refers to variable interest entity.

	●	“Xianning Bozhuang” refers to Xianning Bozhuang Tea Products Co., Ltd., a PRC limited liability company.

	●	“Shine Chemical” refers to Shine Chemical Co., Ltd., a company incorporated in British Islands.

ITEM 1 FINANCIAL STATEMENTS

~~Planet Green Holdings Corp.~~

~~Unaudited Condensed Consolidated Balance Sheets~~

~~As of September 30, 2022 and December 31, 2021~~

PLANET GREEN HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND DECEMBER 31, 2022

(Stated in US Dollars)

September 30, December 31,
2022 2021
Assets
Current assets
Cash and cash equivalents $ 226,507 $ 750,658
Restricted cash 84,588 380,750
Accounts and notes receivable, net 2,311,340 3,819,073
Inventories 8,208,172 7,816,432
Advances to suppliers 6,229,449 5,681,083
Other receivables 979,435 1,185,136
Other receivables-related parties 6,733,185 7,670,434
Total current assets 24,772,676 27,303,566

Non-current assets
Plant and equipment, net 25,993,864 20,485,449
Intangible assets, net 3,618,205 4,199,651
Construction in progress, net 25,584 2,475,874
Prepayment investments - 705,805
Long-term investments 16,516,981 3,136,910
Investment in real estates - 7,770,943
Deferred tax assets 1,052,514 1,172,050
Goodwill 25,374,497 18,180,532
Right-of-use assets 233,671 584,802
Total non-current assets 72,815,316 58,712,016

Total assets $ 97,587,992 $ 86,015,582

Liabilities and Stockholders’ Equity
Current liabilities
Short-term bank loans 6,002,354 6,822,054
Accounts payable 7,358,750 6,237,810
Advance from customers 4,738,457 6,190,091
Taxes payable 958,957 787,593
Other payables and accrued liabilities 4,773,715 8,635,189
Other payables-related parties 10,412,765 5,196,227
Lease liabilities-current portion 200,436 436,191
Deferred income 55,166 73,732
Total current liabilities 34,500,600 34,378,887

Non-current liabilities
Long-term bank loans 281,698 -
Long-term payables 287,795 380,345
Total non-current liabilities 569,493 380,345

Total liabilities $ 35,070,093 $ 34,759,232

Commitments and contingencies - -

Stockholders’ equity
Preferred stock: $0.001 par value, 5,000,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021 - -
Common stock: $0.001 par value, 200,000,000 shares authorized; 72,081,930 and 35,581,930 shares issued and outstanding as of September 30,2022 and December 31, 2021 72,082 35,582
Additional paid-in capital 155,702,975 133,232,224
Accumulated deficit (98,943,143 ) (94,072,383 )
Accumulated other comprehensive income 4,196,698 7,711,057
Non-controlling interests 1,489,287 4,349,870

Total stockholders’ equity $ 62,517,899 $ 51,256,350

Total liabilities and stockholders’ equity $ 97,587,992 $ 86,015,582

CONTENTS		PAGES
Unaudited Condensed Consolidated Balance Sheets		F-2

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss		F-3

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity		F-4

Unaudited Condensed Consolidated Statements of Cash Flows		F-5

Notes to Unaudited Condensed Consolidated Financial Statements		F-6 to F-29

~~See Accompanying Notes to the Financial Statements~~

F-1

Planet Green Holdings Corp.

Unaudited Condensed Consolidated Balance Sheets

March 31, December 31,
2023 2022
Assets (unaudited)
Current assets
Cash and cash equivalents $ 224,216 $ 93,487
Accounts receivable, net 3,568,558 2,996,638
Inventories 3,957,324 4,153,680
Advances to suppliers 6,375,614 5,417,449
Other receivables 386,416 413,315
Other receivables-related parties 352,835 180,578
Prepaid expenses 512,541 579,826
Total current assets 15,377,504 13,834,973

Non-current assets
Plant and equipment, net 22,358,602 22,569,125
Intangible assets, net 3,062,206 3,070,172
Construction in progress, net 45,578 33,260
Long-term investments 16,526,980 16,488,157
Goodwill 4,724,698 4,724,699
Total non-current assets 46,718,064 46,885,413

Total assets $ 62,095,568 $ 60,720,386

Liabilities and Stockholders’ Equity
Current liabilities
Loans-current $ 3,638,110 $ 3,589,582
Accounts payable 3,825,117 3,528,057
Advance from customers 3,525,116 2,624,070
Taxes payable 1,217,827 1,083,493
Other payables and accrued liabilities 5,410,343 4,412,833
Other payables-related parties 4,249,288 4,282,841
Deferred income 48,626 52,088
Total current liabilities 21,914,427 19,572,964

Non-current liabilities
Other long-term liabilities 257,355 273,757
Loans-noncurrent 291,049 287,167
Total non-current liabilities 548,404 560,924

Total liabilities 22,462,831 20,133,888

Stockholders’ equity
Preferred stock: $0.001 par value, 5,000,000 shares authorized; none issued and outstanding as of March 31, 2023 and December 31,2022 - -
Common stock: $0.001 par value, 200,000,000 shares authorized; 72,081,930 and 35,581,930 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively 72,082 72,082
Additional paid-in capital 155,702,975 155,702,975
Accumulated deficit (121,166,172 ) (119,880,801 )
Accumulated other comprehensive income 5,023,852 4,692,242

Total stockholders’ equity 39,632,737 40,586,498

Total liabilities and stockholders’ equity $ 62,095,568 $ 60,720,386
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
Planet Green Holdings Corp.

Unaudited Condensed Consolidated Statements of Operations and Comprehensive ~~(Loss) Income~~

~~For the Three Months And Nine Months Ended September 30, 2022 and 2021~~

~~(Stated in US Dollars)~~Loss

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,						For the Three Months Ended March 31,
	2022			2021			2022			2021			2023			2022
Net revenues	$	10,264,434		$	8,484,401		$	37,788,044		$	15,597,048		$	8,534,292		$	11,979,355
Cost of revenues		9,566,309			7,133,389			35,184,898			13,750,406			8,287,866			10,816,396
Gross profit		698,125			1,351,012			2,603,146			1,846,642			246,426			1,162,959

Operating expenses
Operating expenses:
Selling and marketing expenses		562,313			453,657			1,497,194			974,273			244,719			451,242
General and administrative expenses		2,166,074			3,223,939			5,656,922			5,869,473			1,092,902			1,802,809
Research & Developing expenses		79,031			12,654			150,977			34,875			68,719			8,925
Total operating expenses		2,807,418			3,690,250			7,305,093			6,878,621			1,406,340			2,262,976

Operating (loss) income		(2,109,293	)		(2,339,238	)		(4,701,947	)		(5,031,979	)		(1,159,914	)		(1,100,017	)

Other (expenses) income
Interest income		108			71,945			9,231			102,870			104			8,541
Interest expenses		(160,636	)		(211,554	)		(488,331	)		(445,602	)		(116,213	)		(165,767	)
Other income		20,230			118,317			339,518			357,246			38,715			99,511
Other expenses		(8,796	)		(39,089	)		(35,858	)		(40,764	)		(439	)		(14,304	)
Total other (expenses) income		(149,094	)		(60,380	)		(175,440	)		(26,250	)		(77,833	)		(72,019	)

(Loss) income before income taxes		(2,258,387	)		(2,399,618	)		(4,877,387	)		(5,058,229	)
Loss before income taxes														(1,237,747	)		(1,172,036	)

Income tax expenses		(37,644	)		-			(175,101	)		(147	)		47,624			89,403

Net (loss) income		(2,296,031	)		(2,399,618	)		(5,052,488	)		(5,058,376	)
Net loss														(1,285,371	)		(1,261,439	)

Less: Net (loss) income attributable to non-controlling interest		(139,895	)		(129,685	)		(181,728	)		(325,964	)
Less: Net loss attributable to non-controlling interest														-			(31,662	)

Net (loss) income attributable to common shareholders	$	(2,156,136	)	$	(2,269,934	)	$	(4,870,760	)	$	(4,732,412	)
Net loss attributable to common stockholders													$	(1,285,371	)	$	(1,229,777	)

Net (loss) income		(2,296,031	)		(2,399,618	)		(5,052,488	)		(5,058,376	)
Net loss														(1,285,371	)		(1,261,439	)

Foreign currency translation adjustment		(1,713,581	)		(139,703	)		(3,565,463	)		553,251			331,610			166,157

Total comprehensive (loss) income		(4,009,612	)		(2,539,321	)		(8,617,951	)		(4,505,125	)
Total comprehensive loss														(953,761	)		(1,095,282	)

Less: Comprehensive (loss) income attribute to non-controlling interest		(161,138	)		(137,559	)		(232,832	)		(308,771	)		-			(26,568	)
Comprehensive (loss) income attribute to common share holders	$	(3,848,474	)	$	(2,401,762	)	$	(8,385,119	)	$	(4,196,354	)	$	(953,761	)	$	(1,068,714	)

(Loss) income per common shareholders - Basic and diluted	$	(0.03	)	$	(0.08	)	$	(0.09	)	$	(0.21	)
Net loss per share of common stock - basic and diluted													$	(0.02	)	$	(0.03	)

Basic and diluted weighted average shares outstanding		69,708,304			28,667,147			55,335,606			23,082,956			72,081,930			41,648,597

~~See Accompanying Notes to the Financial Statements~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

Planet Green Holdings Corp.

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the ~~Nine~~Three Months Ended ~~September 30,~~March 31,2023 and 2022 ~~and 2021~~

~~(Stated in US Dollars)~~

Accumulated
Additional Other Non-
Number of Common Paid-in Accumulated Comprehensive Controlling
Shares Stock Capital Deficit Income Interests Total
Balance, January 1, 2021 11,809,930 $ 11,810 $ 95,659,360 $ (84,331,897 ) $ 6,972,163 $ - $ 18,311,436
Net (loss) income - - - (4,732,412 ) - (325,964 ) (5,058,376 )
Issuance of shares for acquisition 10,300,000 10,300 20,100,700 - - - 20,111,000
Issuance of common stock for cash 6,700,000 6,700 13,732,749 - - - 13,739,449
Stock-based compensation and issue of employee benefit plan stock 872,000 872 1,158,888 - - - 1,159,760
Acquiring subsidiaries - - - - - 6,019,031 6,019,031
Foreign currency translation adjustment - - - - 536,058 17,193 553,251
Balance, September 30, 2021 29,681,930 $ 29,682 $ 130,651,697 $ (89,064,309 ) $ 7,508,221 $ 5,710,260 $ 54,835,551

Balance, January 1, 2022 35,581,930 $ 35,582 $ 133,232,224 $ (94,072,383 ) $ 7,711,057 $ 4,349,870 $ 51,256,350
Net (loss) income - - - (4,870,760 ) - (181,728 ) (5,052,488 )
Issuance of common stock for cash 17,000,000 17,000 11,083,000 - - - 11,100,000
Issuance of shares for acquisition 7,500,000 7,500 7,422,000 - - - 7,429,500
Issuance of shares for long-term investment 12,000,000 12,000 9,588,000 - - - 9,600,000
Acquiring additional shares from
shareholder of Anhui Ansheng
Petrochemical Equipment Co., Ltd. - - (2,900,742 ) - - (2,349,258 ) (5,250,000 )
Acquiring additional shares from
shareholder of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. (2,721,507 ) (278,493 ) (3,000,000 )
Foreign currency translation adjustment - - - - (3,514,359 ) (51,104 ) (3,565,463 )
Balance, September 30, 2022 72,081,930 $ 72,082 $ 155,702,975 $ (98,943,143 ) $ 4,196,698 $ 1,489,287 $ 62,517,899

											Accumulated
					Additional						Other		Non-			Total
	Common stock				Paid-in			Accumulated			Comprehensive		Controlling			Stockholders’
	Shares		Amount		Capital			Deficit			Income		Interests			Equity
Balance, December 31, 2021		35,581,930	$	35,582	$	133,232,224		$	(94,072,383	)	$	7,711,057	$	4,349,870		$	51,256,350
Net loss		-		-		-			(1,229,777	)		-		(31,662	)		(1,261,439	)
Issuance of common stock for cash		7,000,000		7,000		6,993,000			-			-		-			7,000,000
Acquiring non-controlling interests		-		-		(2,900,742	)		-			-		(2,349,258	)		(5,250,000	)
Foreign currency translation adjustment		-		-		-			-			161,062		5,094			166,156
Balance, March 31, 2022		42,581,930	$	42,582		137,324,482		$	(95,302,160	)	$	7,872,119	$	1,974,044		$	51,911,066

Balance, December 31, 2022		72,081,930	$	72,082		155,702,975		$	(119,880,801	)	$	4,692,242	$	-		$	40,586,498
Net loss		-		-		-			(1,285,371	)		-		-			-
Foreign currency translation adjustment		-		-		-			-			331,610		-			-
Balance, March 31, 2023		72,081,930	$	72,082		155,702,975		$	(121,166,172	)	$	5,023,852	$	-		$	39,632,737

~~See Accompanying Notes to the Financial Statements~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

Planet Green Holdings Corp.

Unaudited Condensed Consolidated Statements of Cash Flows

~~For the Nine Months Ended September 30, 2022 and 2021~~

~~(Stated in US Dollars)~~

	September 30,			September 30,			For the Three Months Ended March 31,
	2022			2021			2023			2022
CASH FLOWS FROM OPFRATING ACTIVITIFS:
Net (loss) income	$	(5,052,488	)	$	(5,058,376	)
Net loss							$	(1,285,371	)	$	(1,261,439	)
Adjustments to reconcile net loss to cash (used in) provided by operating activities:
Depreciation		716,964			1,543,332			528,762			580,306
Amortization		56,931			180,930			49,604			62,176
Amortization of operating lease right-of-use assets		377,332			-			-			104,692
Impairment of equipment		(90,894	)		-			-			3,591
Note and account receivables, net		2,020,575			1,251,554
Note and account receivables net								(533,622	)		470,712
Inventories		(420,971	)		(4,415,071	)		253,397			(225,068	)
Prepayments and deposit		169,187			(7,290,071	)		(783,119	)		(2,712,763	)
Other receivables		221,050			510,824			32,601			(70,731	)
Accounts payables		880,486			(108,627	)		333,589			47,902
Advance from customer		(1,559,954	)		167,670			869,145			1,171,786
Other payables and accruals		(7,437,104	)		145,045			942,558			(3,584,314	)
Taxes payable		184,151			(74,881	)		90,184			84,201
Deferred income		(19,951	)		-			-			(3,758	)
Lease liability		(253,347	)		-			-			7,000
Net cash used in operating activities		(10,208,033	)		(13,147,672	)
Net cash provided by (used in) operating activities								497,729			(5,325,707	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment		-			(42,350	)		(23,234	)		(124,681	)
Purchase of long-term investment		(3,517,590	)		-
Net increase in cash from acquisition subsidiaries		246,322			-
Net cash used in investing activities		(3,271,268	)		(42,350	)
Purchase of intangible assets								-			(23,398	)
Net cash provided by (used) in investing activities								(23,234	)		(148,079	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of short-term loan - bank		(677,604	)		-
Payments of short-term loan								-			(127,014	)
Changes in related party balances, net		892,112			141,485			(238,294	)		(1,327,669	)
Proceeds from issuance of common stock		11,100,000			9,812,118			-			7,000,000
Net cash provided by financing activities		11,314,508			9,953,603
Net cash provided by (used in) financing activities								(238,294	)		5,545,317

Net increase (decrease) in cash and cash equivalents		(2,164,792	)		(3,236,419	)
Net decrease in cash and cash equivalents								236,201			71,531

EFFECT OF EXCHANGE RATE ON CASH		1,344,480			575,690			(105,472	)		110,064

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		1,131,408			3,415,751			93,487			1,131,408

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	311,095		$	755,023		$	224,216		$	1,313,003

SUPPLEMENTARY OF CASH FLOW INFORMATION
Interest received	$	9,231		$	102,870		$	104		$	8,541
Interest paid	$	488,331		$	445,602		$	116,213		$	165,767

NON-CASH TRANSACTIONS
Operating lease right-of-use assets	$	233,671		$	-		$	-		$	480,074
Issuance of shares for acquisition	$	7,429,500		$	24,038,331
Issuance of common stock for employee compensation	$	-		$	1,159,760

~~See Accompanying Notes to the Financial Statements~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-5

PLANET GREEN HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022 AND DECEMBER 31, 2021
(Stated in US Dollars)1. Organization and Principal Activities

~~Organization and Principal Activities~~

Planet Green Holdings Corp. (the “Company” or “PLAG”) is a holding company incorporated in Nevada. WeThe Company are engaged in various businesses through our subsidiaries and ~~variable interest~~controlled entities in China.

~~Going Concern~~

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the Company has incurred a net loss of $5,052,488 for the nine months ended September 30, 2022. As of September 30, 2022, the Company had an accumulated deficit of $98,943,143, a working capital deficit of $9,727,924; its net cash used in operating activities for the nine months ended September 30, 2022 was $10,208,033.

These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plan for the Company’s continued existence is dependent upon Management’s ability to execute the business plan and develop the plan to generate profit; additionally, Management may need to continue to rely on private placements or certain related parties to provide funding for investment, for working capital and general corporate purposes. If Management cannot execute its plan, the Company may become insolvent.

~~Summary of Significant Accounting Policies~~

~~Method of Accounting~~

Management has prepared the accompanying financial statements and these notes according to generally accepted accounting principles in the United States (“GAAP”). The Company maintains its general ledger and journals with the accrual method accounting.

　 Place of Attributable equity Registered
Name of Company incorporation interest % capital
Promising Prospect Limited The British Virgin Islands 100 $ 10,000
Promising Prospect HK Limited Hong Kong 100 1
Jiayi Technologies (Xianning) Co., Ltd. PRC 100 2,000,000
Fast Approach Inc. Canada 100 79
Shanghai Shuning Advertising Co., Ltd. (a subsidiary of FAST) PRC 100 -
Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. PRC 100 4,710,254
Xianning Bozhuang Tea Products Co., Ltd. PRC 100 6,277,922
Jilin Chuangyuan Chemical Co., Ltd. PRC VIE 9,280,493
Anhui Ansheng Petrochemical Equipment Co., Ltd. PRC VIE 3,045,776
Shine Chemical Co., Ltd. The British Virgin Islands 100 8,000
Bless Chemical Co., Ltd. (a subsidiary of Shine Chemical) Hong Kong 100 10,000
Hubei Bulaisi Technology Co., Ltd. (a subsidiary of Bless Chemical) PRC 100 30,000,000
Shandong Yunchu Supply Chain Co., Ltd. PRC 100 5,000,000
Allinyson Ltd. The United States 100 100,000
Guangzhou Haishi Technology Co., Ltd. PRC 100 156,250
Baokuan Technology (Hongkong) Limited Hong Kong 100 1,250

~~Principles of Consolidation~~

~~The accompanying~~ consolidated financial statements reflect the activities of Planet Green Holdings Corp. and each of the following entities:

	Place of	Attributable equity		Registered
Name of Company	incorporation	interest %		capital
Promising Prospect BVI Limited (formerly known as Planet Green Holdings Corporation)	The British Virgin Islands		100	$	10,000
Promising Prospect HK Limited (formerly known as Lucky Sky Planet Green Holdings Co., Limited (H.K.))	Hong Kong		100		1
Jiayi Technologies (Xianning) Co., Ltd.	PRC		100		2,000,000
Fast Approach Inc.	Canada		100		79
Shanghai Shuning Advertising Co., Ltd. (a subsidiary of FAST)	PRC		100		-
Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.	PRC		100		4,710,254
Xianning Bozhuang Tea Products Co., Ltd.	PRC		100		6,277,922
Jilin Chuangyuan Chemical Co., Ltd.	PRC		VIE		9,280,493
Bless Chemical Co., Ltd (a subsidiary of Shine Chemical)	Hong Kong		100		10,000
Hubei Bryce Technology Co., Ltd. (a subsidiary of Bless Chemical)	PRC		100		30,000,000
Shandong Yunchu Supply Chain Co., Ltd.	PRC		100		5,000,000
Allinyson Ltd.	The United States		100		100,000
Shine Chemical Co., Ltd.	The British Virgin Islands		100		8,000
Guangzhou Haishi Technology Co., Ltd.	PRC		100		156,250
Baokuan Technology (Hongkong) Limited	Hong Kong		100		1,250

Management has eliminated all significant inter-company balances and transactions in preparing the accompanying consolidated financial statements. Ownership interests of subsidiaries that the Company does not ~~wholly-own~~wholly own are accounted for as non-controlling interests.

On May ~~29, 2020,~~18, 2018, the Company incorporated Planet Green Holdings Corporation, ~~(BVI)~~a limited company incorporated in the British Virgin Islands. On September 28, 2018, Planet Green BVI acquired JianShi Technology Holding Limited, a limited company incorporated in Hong Kong on February 21, 2012, and Shanghai Xunyang Internet Tech Co., Ltd., a wholly-owned foreign entity incorporated in Shanghai, PRC, on August 29, 2012 (“Shanghai Xunyang”).

On August 12, 2019, through Promising Prospect HK Limited, formerly known as JianShi Technology Holding Limited, Company established Lucky Sky Petrochemical Technology (Xianning) Co., Ltd., a wholly foreign-owned enterprise incorporated in Xianning City, Hubei Province, China.

On December 20, 2019, The Promising Prospect HK Limited sold 100% of equity interest in Shanghai Xunyang.

On May 29, 2020, the Promising Prospect BVI Limited incorporated Lucky Sky Planet Green Holdings Co., Limited, a limited company incorporated in Hong Kong.

On June 5, 2020, the ~~Planet Green Holdings Corporation (BVI)~~Promising Prospect BVI Limited acquired all of the outstanding equity interests of Fast Approach Inc. It was incorporated under Canada’s laws and the ~~business of~~ operation of a demand-side platform targeting the Chinese education market in North America.

On June 16, 2020, Lucky Sky Holdings Corporations (H.K.) transferred its 100% equity interest in Lucky Sky Petrochemical to Lucky Sky Planet Green Holdings Co., Limited (H.K.).

On September 15, 2020, Lucky Sky Petrochemical terminated the VIE agreements with Shenzhen Lorain and Taishan Muren.

F-6

On August 10, 2020, ~~Planet Green Holdings Corporation (BVI)~~Promising Prospect BVI Limited transferred its 100% equity interest in ~~Lucky Sky Holdings Corporations (H.K.)~~Promising Prospect HK Limited to Rui Tang.

On December 9, 2020, Lucky Sky Petrochemical Technology (Xianning) Co., Ltd. changed its name to Jiayi Technologies (Xianning) Co., Ltd.

On January 6, 2021, Planet Green Holdings Corporation (Nevada) issued an aggregate of 2,200,000 shares of common stock of the Company to the equity holders of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd in exchange for the transfer of 85% of the equity interest of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd to the Jiayi Technologies (Xianning) Co., Ltd.

On March 9, 2021, Planet Green Holdings Corporation (Nevada) issued an aggregate of 3,300,000 shares of common stock of the Company to the equity holders of Jilin Chuangyuan Chemical Co., Ltd in exchange for the transfer of 75% of the equity interest of Jilin Chuangyuan Chemical Co., Ltd to the Jiayi Technologies (Xianning) Co., Ltd.

On July 15, 2021, Planet Green Holdings Corporation (Nevada) issued an aggregate of 4,800,000 shares of common stock of the Company to the equity holders of Anhui Ansheng Petrochemical Equipment Co., Ltd for the transfer to 66% of the equity interest if Anhui Ansheng Petrochemical Equipment Co., Ltd to the Jiayi Technologies (Xianning) Co., Ltd.

On August 1, 2021, Jiayi Technologies (Xianning) Co., Ltd. has terminated the VIE agreements with Xianning Bozhuang Tea Products Co., Ltd and acquired 100% equity of Xianning Bozhuang Tea Products Co., Ltd. As a result, Xianning Bozhuang Tea Products Co., Ltd has been wholly-owned subsidiaries of the Jiayi Technologies (Xianning) Co., Ltd.

On August 3, 2021, the Planet Green Holding Corp has acquired 8,000,000 ordinary shares of the Shine Chemical Co., Ltd. As a result, Shine Chemical Co., ~~Ltd.,~~Ltd, Bless Chemical Co., ~~Ltd~~Ltd. and Hubei ~~Bulaisi~~Bryce Technology Co., Ltd ~~has~~have been wholly-owned subsidiaries of the Planet Green Holding Corp.

On September 1st, 2021, Jingshan Sanhe Luckysky New Energy Technologies Co., ~~Ltd.~~Ltd has changed its major shareholder from Mr. Feng Chao to Hubei ~~Bulaisi~~Bryce Technology Co., ~~Ltd.~~Ltd and Hubei ~~Bulaisi~~Bryce Technology Co., ~~Ltd.~~Ltd has ~~held~~hold 85% shares of Jingshan Sanhe Luckysky New Energy Technologies Co., ~~Ltd.~~Ltd after the alteration of shareholders.

On December 9, 2021, Planet Green Holdings ~~Corporation (Nevada)~~Corporation(Nevada) issued an aggregate of 5,900,000 shares of common stock to the equity holders of Shandong Yunchu Supply Chain Co., ~~Ltd.~~Ltd for the transfer to 100% of the equity interest of Shandong Yunchu Supply Chain Co., ~~Ltd.~~Ltd to the Jiayi Technologies (Xianning) Co., Ltd.

On April 8, 2022, Planet Green Holdings Corporation (Nevada) issued an aggregate of 7,500,000 shares of common stock to the equity holders of Allinyson Ltd. for the acquisition of 100% of the equity interest of Allinyson Ltd.

On September 14, 2022, Planet Green Holdings Corp. and Hubei Bulaisi Technology Co., Ltd. a subsidiary of the Company, entered into a Share Purchase Agreement with Xue Wang, a shareholder of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd., pursuant to which, among other things and subject to the terms and conditions contained therein, the Purchaser agreed to effect share purchase from the Seller of 15% of the outstanding equity interests of Jingshan, and the Company shall pay to the Seller an aggregate of U.S. $3,000,000 in exchange for 15% of the issued and outstanding shares. Before the closing of this Share Purchase transaction, the Company owns 85% equity interest of Jingshan through the Purchaser. On September 14, 2022, the Company closed the Share Purchase transaction. As of September 30, 2022, Hubei Bryce Technology Co., Ltd. has hold 100% shares of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. after the alteration of shareholders.

Consolidation of Variable Interest Entity

Variable Interest Entities (“VIEs”) lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-making ability. Any VIE with which the Company is involved must be evaluated to determine the primary beneficiary of the VIE’s risks and rewards. Management makes ongoing reassessments of whether the Company is the primary beneficiary.

On May 9, 2019, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with Xianning Bozhuang Tea Products Co., Ltd. (“Xianning Bozhuang”), a company incorporated in China engaging in the sale of tea products, and its shareholders (“Bozhuang Shareholders”). Under the Purchase Agreement, the Company issued an aggregate of 1,080,000 shares of its common stock to the Bozhuang Shareholders in exchange for Bozhuang Shareholders’ agreement to enter into. Their agreement to cause Xianning Bozhuang to enter into certain VIE Agreements withSeptember 27, 2018, through Shanghai Xunyang, through which Shanghai Xunyang shall have the right to control, manage and operate Xianning Bozhuang in return for a service fee approximately equal to 100% of Xianning Bozhuang’s net income (“Bozhuang Acquisition”). On May 14, 2019, Shanghai Xunyang entered into a series of VIE Agreements with Xianning Bozhuang and Bozhuang Shareholders. The VIE Agreements are designed to provide Shanghai Xunyang with the power, rights, and obligations equivalent in all material respects to those it would possess as the sole equity holder of Xianning Bozhuang, including absolute rights to control the management, operations, assets, property, and revenue of Xianning Bozhuang. The Bozhuang Acquisition closed on May 14, 2019. Starting on May 14, 2019, the Company’s business activities added the production line of green tea and black tea and sales of tea products, of which business activities are carried out in Xianning City, Hubei Province, China. The Company consolidated Xianning Bozhuang’s accounts as its VIE.

~~On December 20, 2019, through Lucky Sky Petrochemical Technology (Xianning) Co., Ltd. (“WFOE”),~~ the Company entered into exclusive VIE agreements with Beijing Lorain, Luotian Lorain, Shandong Greenpia, Taishan Muren, ~~Xianning Bozhuang~~ and Shenzhen Lorain and their shareholders that give the Company the ability to substantially influence those companies’ daily operations and financial affairs and appoint their senior executives. The Company is considered the primary beneficiary of these operating companies.

On ~~September 8, 2020,~~May 14, 2019, through Shanghai Xunyang, the ~~Company’s Board~~Company entered into a series of ~~Directors resolved~~VIE agreements with Xianning Bozhuang and its equity holders to ~~discontinue~~obtain control. It became the ~~operation~~primary beneficiary of Xianning Bozhuang. The Company consolidated Xianning Bozhuang’s accounts as its VIE.

F-7

On December 20, 2019, the Company sold 100% of equity interest in Shanghai Xunyang and terminated its VIE agreements with Xianning Bozhuang, Shenzhen Lorain, and Taishan ~~Muren due to the continued loss of such two subsidiaries.~~ Muren.

On ~~September 15, 2020,~~December 20, 2019, through Lucky Sky Petrochemical, ~~terminated~~ the Company entered into exclusive VIE agreements (“VIE Agreements”) with Taishan Muren, Xianning Bozhuang, and Shenzhen Lorain, as well as their shareholders, which give the Company the ability to substantially influence those companies’ daily operations and ~~Taishan Muren.~~financial affairs and appoint their senior executives. The Company ~~has been~~is considered the primary beneficiary of these operating companies, and it consolidates their accounts as VIEs.

On ~~January 4, 2021, the Company~~September 6, 2020, it terminated its VIE agreements with Shenzhen Lorain and Jiayi Technologies (Xianning) Co., Ltd. (the “Subsidiary”), a subsidiary of the Company, entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. (“Target”), and each of shareholders of the Target (collectively, the “Sellers”), pursuant to which, among other things and subject to the terms and conditions contained therein, the Subsidiary agreed to effect an acquisition of the Target by acquiring from the Sellers 85% of the outstanding equity interests of the Target (the “Acquisition”). The target is engaged in researching, developing, manufacturing and selling products of ethanol fuel and fuel additives in China. On January 4, 2021, the Company closed the Acquisition.Taishan Muren.

On March 9, 2021, ~~Planet Green Holdings Corp. (the “Company”) and~~through Jiayi Technologies (Xianning) Co., Ltd. ~~(the “Subsidiary”)~~, ~~a subsidiary of~~formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd, the Company entered into ~~a Share Exchange Agreement (the “Share Exchange Agreement”~~exclusive VIE agreements (“VIE Agreements”) with Jilin Chuangyuan Chemical Co., ~~Ltd. (“Target”). Each of~~Ltd, as well as their shareholders, ~~of the Target (collectively, the “Sellers”), under~~ which among other things and subject to the terms and conditions contained therein, the subsidiary agreed to effect an acquisition of the Target by acquiring from the Sellers 75% of the outstanding equity interests of the Target (the “Acquisition”). The target is researching, developing, manufacturing formaldehyde, urea-formaldehyde adhesive, methylal, and clean fuel products and selling such products in China. On March 9, 2021,give the Company ~~closed~~ the ~~acquisition.~~ability to substantially influence those companies’ daily operations and financial affairs and appoint their senior executives. The Company is considered the primary beneficiary of these operating companies, and it consolidates their accounts as VIEs.

On July 15, 2021 ~~Planet Green Holdings Corp. (the “Company”) and~~through Jiayi Technologies (Xianning) Co., Ltd. ~~(the “Subsidiary”)~~, ~~a subsidiary of~~formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd, the Company entered into ~~a Share Exchange Agreement (the “Share Exchange Agreement”~~exclusive VIE agreements (“VIE Agreements”) with Anhui Ansheng Petrochemical Equipment Co., ~~Ltd. (“Target”), and each of~~Ltd, as well as their shareholders, ~~of the Target (collectively, the “Sellers”), pursuant to~~ which among other things and subject to the terms and conditions contained therein, the Subsidiary agreed to effect an acquisition of the Target by acquiring from the Sellers 66% of the outstanding equity interests of the Target (the “Acquisition”). The target is engaged in researching, developing and manufacturing insulation type explosion-proof skid-mounted refueling equipment, LNG cryogenic equipment and SF double deck oil storage tank and selling such products in China. On July 16, 2021,give the Company ~~closed~~ the ~~Acquisition.~~ability to substantially influence those companies’ daily operations and financial affairs and appoint their senior executives. The Company is considered the primary beneficiary of these operating companies, and it consolidates their accounts as VIEs.

On August 1, 2021, Jiayi Technologies (Xianning) Co., Ltd has terminated the VIE agreements with Xianning Bozhuang Tea Products Co., Ltd.

On December 16, 2022, Jiayi Technologies (Xianning) Co., Ltd terminated the VIE agreements with Xiaodong Cai and Anhui Ansheng Petrochemical Equipment Co., Ltd.

Each of the VIE Agreements is described in detail ~~below~~below:

Consultation and Service Agreement

Under the Consultation and Service Agreement, WFOE has the exclusive right to provide consultation and services to the operating entities in China in business management, human resource, technology, and intellectual property rights. WFOE exclusively owns any intellectual property rights arising from the performance of this Consultation and Service Agreement. The number of service fees and payment terms can be amended by the WFOE and operating companies’ consultation and implementation. The duration of the Consultation and Service Agreement is 20 years. WFOE may terminate this agreement at any time by giving 30 day’s prior written notice. Under the Consultation and Service Agreement, WFOE has the exclusive right to provide consultation and services to the operating entities in China in business management, human resource, technology, and intellectual property rights. WFOE exclusively owns any intellectual property rights arising from the performance of this Consultation and Service Agreement. The number of service fees and payment terms can be amended by the WFOE and operating companies’ consultation and implementation. The duration of the Consultation and Service Agreement is 20 years. WFOE may terminate this agreement at any time by giving 30 day’s prior written notice.

Business Cooperation Agreement

Pursuant to the Business Cooperation Agreement, WFOE has the exclusive right to provide complete technical support, business support, and related consulting services, including but not limited to specialized services, business consultations, equipment or property leasing, marketing consultancy, system integration, product research and development, and system maintenance. WFOE exclusively owns any intellectual property rights arising from the performance of this Business Cooperation Agreement. The rate of service fees may be adjusted based on the services rendered by WFOE in that month and the operational needs of the operating entities. The Business Cooperation Agreement shall maintain effective unless it was terminated or was compelled to release under applicable PRC laws and regulations. WFOE may terminate this Business Cooperation Agreement at any time by giving 30 day’s prior written notice.

F-8

Equity Pledge Agreements

According to the Equity Pledge Agreements among WFOE, operating entities, and each of operating entities’ shareholders, shareholders of the operating entities pledge all of their equity interests in the functional entities to WFOE to guarantee their performance of relevant obligations and indebtedness under the Technical Consultation and Service Agreement and other control agreements. Besides, shareholders of the operating entities are in the process of registering the equity pledge with the competent local authority.

Equity Option Agreements

According to the Equity Option Agreements, WFOE has the exclusive right to require each shareholder of the operating companies to fulfill and complete all approval and registration procedures required under PRC laws for WFOE to purchase or designate one or more persons to buy, each shareholder’s equity interests in the operating companies, once or at multiple times at any time in part or in whole at WFOE’s sole and absolute discretion. The purchase price shall be the lowest price allowed by PRC laws. The Equity Option Agreements shall remain effective until all the equity interest owned by each operating entity shareholder has been legally transferred to WFOE or its designee(s).

Voting Rights Proxy Agreements

According to the Voting Rights Proxy Agreements, each shareholder irrevocably appointed WFOE or WFOE’s designee to exercise all his or her rights as the shareholders of the operating entities under the Articles of Association of each operating entity, including but not limited to the power to exercise all shareholder’s voting rights concerning all matters to be discussed and voted in the shareholders’ meeting. The term of each Voting Rights Proxy Agreement is 20 years. WOFE has the right to extend each Voting Proxy Agreement by giving written notification.

Based on the foregoing contractual arrangements, The Company consolidates the accounts of ~~Anhui Ansheng Petrochemical Equipment~~Xianning Bozhuang Tea Products Co., ~~Ltd~~Ltd., Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. and Jilin Chuangyuan Chemical Co., Ltd. in accordance with Regulation S-X-3A-02 promulgated by the Securities Exchange Commission (“SEC”), and Accounting Standards Codification (“ASC”) 810-10, Consolidation.

Enterprise-wide disclosure

The Company’s chief operating decision-makers (i.e. chief executive officer and her direct reports) review financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by business lines for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. Based on qualitative and quantitative criteria established by Accounting Standards Codification (“ASC”) 280, “Segment Reporting”, the Company considers itself to be operating within one reportable segment.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the Company has incurred a net loss of $1,285,371 for the three months ended March 31, 2023. As of March 31, 2023, the Company had an accumulated deficit of $121,166,172, cash and cash equivalents of $224,216 a working capital deficit of $6,536,923; its net cash provided by operating activities for the three months ended March 31, 2023 was $497,729.

These factors raise substantial doubt on the Company’s ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plan for the Company’s continued existence is dependent upon management’s ability to execute the business plan, develop the plan to generate profit; additionally, Management may need to continue to rely on private placements or certain related parties to provide funding for investment, for working capital and general corporate purposes. If management is unable to execute its plan, the Company may become insolvent.

F-9

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023 or any future period.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 31, 2023.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company and its consolidated subsidiaries. All inter-company balances and transactions are eliminated upon consolidation.

Use of Estimates

The unaudited condensed consolidated financial statements preparation requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available when the calculations are made; however, actual results could differ materially from those estimates. Significant estimates required to be made by management include but are not limited to add accounts that use significant estimates, such as the allowance for estimated uncollectible receivables, realizability of advance to suppliers, inventory valuations, etc.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

~~Investment Securities~~

~~The Company classifies securities it holds for investment purposes into trading or available-for-sale. Trading securities are bought and held principally for the purpose~~ As of ~~selling them in the near term. All deposits not included in trading securities are classified as available for sale.~~

Trading and available-for-sale securities are recorded at fair value. Unrealized holding gains and losses on trading securities are included in the net income. Unrealized holding gains and losses, net of the related tax effect, on available for sale securities are excluded from net income. They are reported as a separate component of other comprehensive income until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific identification basis.

A decline in the market value of any available-for-sale security below cost that is deemed to be other-than-temporary results in a reduction in carrying amount to fair value. The impairment is charged as an expense to the statement of income and comprehensive income, and a new cost basis for the security is established. To determine whether the impairment is other-than-temporary,March 31, 2023, the Company ~~considers whether it has the ability~~had cash and ~~intent~~cash equivalents (including restricted cash) of $224,216 compared to ~~hold the investment until a market price recovery and believes whether evidence indicating the cost~~$93,487 as of the asset is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the impairment, changes in value after year-end, and forecasted performance of the investee.

Premiums and discounts are amortized or accreted over the life of the related available-for-sale security as an adjustment to yield using the effective-interest method. Dividend and interest income are recognized when earned.December 31, 2022.

Accounts Receivables

Accounts receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when the collection of the total amount is no longer probable. Bad debts are written off as incurred.

Inventories

Inventories consist of raw materials and finished goods, stated at the lower of cost or market value. Finished goods are comprised of direct materials, direct labor, inbound shipping costs, and allocated overhead. The Company applies the weighted average cost method to its inventory.

Advances and Prepayments to Suppliers

The Company makes an advance payment to suppliers and vendors for the procurement of raw materials. Upon physical receipt and inspection of the raw materials from suppliers, the applicable amount is reclassified from advances and prepayments to suppliers to inventory.

F-10

Plant and Equipment

Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. The Company typically applies a salvage value of 0% to 10%. The estimated useful lives of the plant and equipment are as follows:

Buildings			20-40 years
Landscaping, plant, and tree			30 years
Machinery and equipment			1-10 years
Motor vehicles			5-10 years
Office equipment			5-20 years

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss is included in the Company’s results of operations. The costs of maintenance and repairs are recognized as incurred; significant renewals and betterments are capitalized.

Intangible Assets

Intangible assets are carried at cost less accumulated amortization. Amortization is provided over their useful lives, using the straight-line method. The estimated useful lives of the intangible assets are as follows:

Land use rights			50 years
Software licenses			2 years
Trademarks			10 years

Construction in Progress and Prepayments for Equipment

Construction in progress and prepayments for equipment represent direct and indirect acquisition and construction costs for plants and fees of purchase and installation of related equipment. Amounts classified as construction in progress and prepayments for equipment are transferred to plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. Depreciation is not provided for assets classified in this account.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. The Company conducts an annual assessment of its goodwill for impairment. If the carrying value of its goodwill exceeds its fair value, then impairment has been incurred; accordingly, a charge to the Company’s operations results will be recognized during the period. Impairment losses on goodwill are not reversed. Fair value is generally determined using a discounted expected future cash flow analysis.

Accounting for the Impairment of Long-lived Assets

The Company annually reviews its long-lived assets for impairment or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may become obsolete from a difference in the industry, introduction of new technologies, or if the Company has inadequate working capital to utilize the long-lived assets to generate adequate profits. Impairment is present if the carrying amount of an asset is less than its expected future undiscounted cash flows.

If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported lower the carrying amount or fair value fewer costs to selling.

Statutory Reserves

Statutory reserves refer to the amount appropriated from the net income following laws or regulations, which can be used to recover losses and increase capital, as approved, and are to be used to expand production or operations. PRC laws prescribe that an enterprise operating at a profit must appropriate and reserve, on an annual basis, an amount equal to 10% of its profit. Such an appropriation is necessary until the reserve reaches a maximum equal to 50% of the enterprise’s PRC registered capital.

F-11

Foreign Currency Translation

The accompanying financial statements are presented in United States dollars. The functional currency of the Company is the Renminbi (RMB). The Company’s assets and liabilities are translated into United States dollars from RMB at year-end exchange rates. Its revenues and expenses are translated at the average exchange rate during the period. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

　 09/30/2022 12/31/2021 09/30/2021
Period-end US$: CDN$ exchange rate 1.3631 1.274 1.2753
Period-end US$: RMB exchange rate 7.0998 6.3757 6.4854
Period-end US$: HK$ exchange rate 7.8499 7.7981 7.7834
Period average US$: CDN$ exchange rate 1.2831 1.2531 1.2431
Period average US$: RMB exchange rate 6.6068 6.4515 6.4714
Period average US$: HK$ exchange rate 7.8347 7.7729 7.7823

	03/31/2023		12/31/2022		03/31/2022
Period-end US$: CAD$ exchange rate		1.3521		1.3554		1.2484
Period-end US$: RMB exchange rate		6.8717		6.9646		6.3482
Period-end US$: HK exchange rate		7.8497		7.7967		7.8275
Period average US$: CAD$ exchange rate		1.3534		1.3012		1.2668
Period average US$: RMB exchange rate		6.8476		6.7261		6.3504
Period average US$: HK exchange rate		7.8389		7.8310		7.8062

The RMB is not freely convertible into foreign currencies, and all foreign exchange transactions must be conducted through authorized financial institutions.

Revenue Recognition

The Company adopted ASC 606 “Revenue Recognition.” It recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration wethe Company expect to be entitled to in exchange for those goods or services.

The Company derives its revenues from selling explosion-proof skid-mounted refueling device, SF double-layer buried oil storage tank, high-grade synthetic fuel products, industrial formaldehyde solution, urea-formaldehyde pre-condensate (UFC), methylal, urea-formaldehyde glue for environment-friendly artificial board chemicals, food products like frozen fruits, beef & mutton products and vegetables and tea ~~products and online game business.~~products. The Company applies the following five steps to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

●

identify the contract with a customer;

●

identify the performance obligations in the contract;

●

determine the transaction price;

●

allocate the transaction price to performance obligations in the contract; and;

●

Recognize revenue as the performance obligation is satisfied.

Advertising

All advertising costs are expensed as incurred.

Shipping and Handling

All outbound shipping and handling costs are expensed as incurred.

Research and Development

All research and development costs are expensed as incurred.

F-12

Retirement Benefits

Retirement benefits in the form of mandatory government-sponsored defined contribution plans are charged to either expense as incurred or allocated to inventory as part of overhead.

Stock-Based Compensation

The Company records stock compensation expense for employees at fair value on the grant date and recognizes the expense one time because there is no employee’s requisite service period requirement.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”, accounts for income tax using an asset and liability approach and recognizes deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets. If it is more likely than not, these items will either expire before the Company can realize their benefits or uncertain future realization.

Comprehensive Income

The Company uses Financial Accounting Standards Board (“FASB”) ASC Topic 220, “Reporting Comprehensive Income.” Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to investments by stockholders.

~~Earnings Per~~Net Loss per Share of Common Stock

The Company computes earnings per share (“EPS”) following ASC Topic 260, “Earnings per share.” Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per-share basis from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive impacts of potentially convertible securities are calculated using the as-if method; the potentially dilutive effect of options or warranties are computed using the treasury stock method. Potentially anti-dilutive securities (i.e., those that increase income per share or decrease loss per share) are excluded from diluted EPS calculation.

~~Financial Instruments~~Fair Value Measurement

The Company’s financial instruments, including cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities, and short-term debt, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosing the Company’s fair value of financial instruments. ASC Topic 825, “Financial Instruments,” defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities qualify as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

●

Level 1 - inputs to the valuation methodology used quoted prices for identical assets or liabilities in active markets.

●

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and information that are observable for the asset or liability, either directly or indirectly, for substantially the financial instrument’s full term.

●

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

~~The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.~~

F-13

~~Lease~~Long-term Investments

Effective December 31, 2018, Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that do not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component.

~~Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as~~Investments in entities over which the Company does not have ~~reasonable certainty~~significant influence are recorded as equity investments and are accounted for either at ~~lease inception that these options will be exercised. The~~fair value with any changes recognized in net income, or for those without readily determinable fair values, at cost less impairment, adjusted for subsequent observable price changes. Under the equity method, the Company’s share of the post-acquisition profits or losses of equity investments is recognized in the Company’s unaudited condensed consolidated statements of comprehensive income; and the Company’s share of post-acquisition movements in equity is recognized in equity in the Company’s condensed consolidated balance sheets. Unrealized gains on transactions between the Company ~~generally considers~~and an entity in which the ~~economic life of its operating lease ROU assets to be comparable~~Company has recorded an equity investment are eliminated to the ~~useful life~~extent of ~~similar owned assets. The Company has elected~~ the ~~short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term~~Company’s interest in the entity. To the extent of ~~twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over~~ the ~~lease term.~~

~~The Company reviews~~Company’s interest in the ~~impairment~~investment, unrealized losses are eliminated unless the transaction provides evidence of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying valuean impairment of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and it includes the associated operating lease payments in the undiscounted future pre-tax cash flows.

As of September 30, 2022, there were approximately $0.23 million right of use (“ROU”) assets and approximately $0.20 million lease liabilities based on the present value of the future minimum rental payments of leases, using an incremental borrowing rate of 4.75% and 4.90% based on the duration of lease terms.transferred.

Commitments and Contingencies

From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The majority of these claims and proceedings related to or arise from commercial disputes. The Company first determine whether a loss from a claim is probable, and if it is reasonable to estimate the potential loss. The Company accrues costs associated with these matters when they become probable, and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Also, the Company disclose a range of possible losses, if a loss from a claim is probable but the amount of loss cannot be reasonably estimated, which is in line with the applicable requirements of Accounting Standard Codification 450. The Company’s management does not expect any liability from the disposition of such claims and litigation individually or in the aggregate would have a material adverse impact on the Company’s consolidated financial position, results of operations and cash flows.

Recent Accounting Pronouncements

In February 2018, the FASB issued ASU 2018-02, ~~Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects~~which allows a reclassification from Accumulated Other Comprehensive Income. The amendments in this Update affect any entity required to apply the provisions of Topic 220, Income Statement – Reporting Comprehensive Income, and has items ofaccumulated other comprehensive income to retained earnings for ~~which the related~~adjustments to tax effects ~~are presented~~that were originally recorded in other comprehensive income required by GAAP. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued, and (2) for all other entities for reporting periods for which financial statements have not however been made available for issuance. The amendments in this Update should be applied either in the period of adoption or retrospectivelydue to ~~each period (or periods) in which the effect of the change~~changes in the U.S. federal corporate income tax rate inresulting from the enactment of the U.S. tax reform legislation, commonly referred to as the Tax Cuts and Jobs Act ~~is recognized.~~(the “Tax Act. The Company does not ~~believe~~expect this guidance will have a material impact on its consolidated financial statements.

F-14

On June 20, 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, which aligns the accounting for share-based payment awards issued to employees and nonemployees. Under ASU No. 2018-07, the existing employee guidance will apply to nonemployee share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attribution of compensation cost. The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods or services. In addition, the contractual term will be able to be used in lieu of an expected term in the option-pricing model for nonemployee awards. The new standard is effective for us on January 1, 2019. Early adoption is permitted, including in interim periods, and should be applied to all new awards granted after the date of adoption. The Company does not expect this ~~ASU would affect the Company’s~~guidance will have a material impact on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820), – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which makes several changes meant to add, modify or remove specific disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. The amendments in this Update modify the disclosure requirements on fair value measurements based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The modifications are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company does not believe the adoption of this ASU would have a material effect on the Company’s condensed financial statements.

In May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1st, 2020. The Company ~~does~~adopted this guidance on January 1, 2023. The adoption did not ~~believe other recently~~have significant impact on the Company’s unaudited condensed consolidated financial statements.

Other recent accounting pronouncements issued ~~but~~by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not ~~yet effective accounting standards, if currently adopted, would~~or are not believed by management to have a material ~~effect~~impact on the Company’s ~~balance sheets, statements of income, and comprehensive income and statements of cash flows.~~present or future financial statements.

F-15

3. Variable Interest Entity (“VIE”)

A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. If any, the variable interest holder with a controlling financial interest in a VIE is deemed the primary beneficiary and must consolidate the VIE. PLAG WOFE is deemed to have the controlling financial interest and be the primary beneficiary of ~~Anhui Ansheng Petrochemical Equipment Co., Ltd and~~ Jilin Chuangyuan Chemical Co., ~~Ltd.~~Ltd because it has both of the following characteristics:

The power to direct activities at ~~Anhui Ansheng Petrochemical Equipment Co., Ltd. and~~ Jilin Chuangyuan Chemical Co., ~~Ltd.~~Ltd that most significantly impact such entity’s economic performance, and

The obligation to absorb losses and the right to receive benefits from ~~Anhui Ansheng Petrochemical Equipment Co., Ltd and~~ Jilin Chuangyuan Chemical Co., Ltd. that could potentially be significant to such entity. Under the Contractual Arrangements, ~~Anhui Ansheng Petrochemical Equipment Co., Ltd. and~~ Jilin Chuangyuan Chemical Co., Ltd. pay service fees equal to all of its net income to PLAG WFOE. At the same time, PLAG WFOE is obligated to absorb all of the ~~Anhui Ansheng Petrochemical Equipment Co., Ltd.’s and~~ Jilin Chuangyuan Chemical Co., Ltd.’s losses. The Contractual Arrangements are designed to operate ~~Anhui Ansheng Petrochemical Equipment Co., Ltd and~~ Jilin Chuangyuan Chemical Co., Ltd. for the benefit of PLAG WFOE and ultimately, the Company. Accordingly, the accounts of ~~Anhui Ansheng Petrochemical Equipment Co., Ltd. and~~ Jilin Chuangyuan Chemical Co., Ltd. are consolidated in the accompanying consolidated financial statements. In addition, those financial positions and results of operations are included in the Company’s consolidated financial statements.

The carrying amount of VIE’s consolidated assets and liabilities are as follows:

	09/30/2022			12/31/2021			3/31/2023			12/31/2022
Assets
Current assets
Cash and cash equivalents		39,927			67,966		$	144,376		$	39,815
Restricted cash		84,588			380,750
Accounts and notes receivable, net		1,015,068			2,660,566
Accounts receivable, net								1,002,619			730,341
Inventories		4,876,446			4,244,869			739,792			947,466
Advances to suppliers		640,278			310,769			355,911			187,708
Other receivables		109,633			118,708			73,003			65,531
Inter-company Receivable		1,549,339			1,725,302
Other receivables-related parties		5,965,861			7,650,042
TOTAL CURRENT ASSETS		14,281,140			17,158,972
Inter company receivable								1,600,768			1,579,416
Total current assets								3,916,469			3,550,277

Non-current assets
Plant and equipment, net		12,529,014			12,554,727			8,966,940			9,115,598
Intangible assets, net		2,465,620			2,795,048			1,946,641			1,932,386
Construction in progress, net		20,564			2,475,874			21,247			20,963
Deferred tax assets		381,990			425,374
Total Non-Current Assets		15,397,188			18,251,023
TOTAL ASSETS	$	29,678,328		$	35,409,995
Total non-current assets								10,934,828			11,068,947

Total assets							$	14,880,402		$	14,619,224

Liabilities and Stockholders’ Equity
Current liabilities
Short-term bank loans		6,002,354			6,822,054		$	3,638,110		$	3,589,582
Accounts payable		3,130,143			3,558,827			544,200			540,371
Advance from customers		2,422,964			3,476,585			86,811			14,395
Taxes payable		192,979			212,658			38,626			18,005
Other payables and accrued liabilities		2,936,512			3,305,395			3,340,277			2,590,572
Intercompany Payable		6,210,118			7,131,860			3,124,496			3,082,819
Other payables-related parties		3,634,693			3,958,409			1,422,903			1,535,974
Long term payable-current portion		281,698			126,261			227,770			287,167
Deferred income		40,494			58,033			33,834			37,332
TOTAL CURRENT LIABILITIES		24,851,955			28,650,082
Total current liabilities								12,457,027			11,696,217

Non-current liabilities
Long-term payables		258,451			222,687			291,049			244,245
TOTAL LIABILITIES	$	25,110,406		$	28,872,769
Total non-current liabilities								291,049			244,245

Total Liabilities								12,748,076			11,940,462

Paid-in capital		12,326,270			12,326,270			9,280,493			9,280,493
Statutory reserve		29,006			29,006
Statutory Reserve								29,006			29,006
Accumulated deficit		(6,757,686	)		(5,357,908	)		(6,360,593	)		(5,775,895	)
Accumulated other comprehensive income		(1,029,668	)		(460,142	)		(816,580	)		(854,842	)
Total Equity		4,567,922			6,537,226
Total stockholders’ equity								2,132,326			2,678,762

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	29,678,328		$	35,409,995
Total liabilities and stockholders’ equity							$	14,880,402		$	14,619,224

F-16

The summarized operating results of the VIE’s are as follows:

	09/30/2022			09/30/2021			03/31/2023			03/31/2022
Operating revenues	$	12,579,725		$	8,529,079		$	2,193,521		$	3,961,230
Gross profit		1,931,426			735,635			(85,629	)		627,333
Income (loss) from operations		(1,053,978	)		(2,089,459	)
Net income (loss)		(1,399,778	)		(2,231,272	)
loss from operations								(507,486	)		(143,419	)
Net loss								(584,698	)		(282,176	)

4. Business Combination

Acquisition of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.

On January 4, 2021, Planet Green Holdings Corporation (Nevada) and its wholly-owned subsidiary Jiayi Technologies (Xianning) Co., Ltd., formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd., entered into a series of VIE agreements with Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. and its equity holders to obtain control and become the primary beneficiary of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. The Company consolidated Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.’s accounts as its VIE. According to the VIE agreements, Planet Green Holdings Corporation (Nevada) issued an aggregate of 2,200,000 shares of common stock of the Company to the equity holders of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. in exchange for the transfer of 85% of the equity interest of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd to the Jiayi Technologies (Xianning) Co., Ltd.

The Company’s acquisition of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. was accounted for as a business combination following ASC 805. The Company has allocated the purchase price of Jingshan Sanhe based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities taken at the acquisition date following the business combination standard issued by the FASB with the valuation methodologies using level 3 inputs, except for other current assets and current liabilities were valued using the cost approach. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified as the acquisition date and considering several other available factors. Acquisition-related costs incurred for the acquisitions are not material and expensed as incurred in general and administrative expenses.

The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation at the date of the acquisition of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.:

Total consideration at fair value

4,730,000

	Fair Value
Cash	$	114,162
Accounts receivable, net		-
Inventories, net		584,119
Advances to suppliers		1,104,705
Other receivables		536,090
Right-of-use assets		1,044,933
Plant and equipment, net		3,867,906
Deferred tax assets		281,243
Goodwill		923,313
Total assets	$	8,456,471

Short-term loan – bank		(440,522	)
Lease payable-current portion		(406,376	)
Accounts payable		(715,019	)
Advance from customers		(627,128	)
Other payables and accrued liabilities		(50,085	)
Lease payable-non current portion		(818,446	)
Income taxes payable		(217	)
Total liabilities		(3,057,793	)
Noncontrolling interest		(668,678	)
Net assets acquired	$	4,730,000

Approximately $0.92 million of goodwill arising from the acquisition consists mainly of synergies expected from combining the operations of the Company and Jingshan Sanhe. None of the goodwill is expected to be deductible for income tax purposes.

F-17

~~4. Restricted Cash~~Acquisition of Jilin Chuangyuan Chemical Co., Ltd.

On March 9, 2021, the Company and its wholly-owned subsidiary Jiayi Technologies (Xianning) Co., Ltd, formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd., entered into a series of VIE agreements with Jilin Chuangyuan Chemical Co., Ltd and its equity holders to obtain control and become the primary beneficiary of Jilin Chuangyuan Chemical Co., Ltd. The Company consolidated Jilin Chuangyuan Chemical Co., Ltd’s accounts as its VIE. Under the VIE agreements, the Company issued an aggregate of 3,300,000 shares of common stock of the Company to the equity holders of Jilin Chuangyuan Chemical Co., Ltd in exchange for the transfer of 75% of the equity interest of Jilin Chuangyuan Chemical Co., Ltd to the Jiayi Technologies (Xianning) Co., Ltd. The significant terms of these VIE agreements are summarized in “Note 2 - Summary of Significant Accounting Policies” above.

The Company’s acquisition of Jilin Chuangyuan Chemical Co., Ltd was accounted for as a business combination following ASC 805. The Company has allocated the purchase price of Jilin Chuangyuan based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities taken at the acquisition date following the business combination standard issued by the FASB with the valuation methodologies using level 3 inputs, except for other current assets and current liabilities were valued using the cost approach. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date and considering several other available factors. Acquisition-related costs incurred for the acquisitions are not material and expensed as incurred in general and administrative expenses.

Total consideration at fair value

8,085,000

	Fair Value
Cash	$	95,237
Accounts receivable, net		868,874
Inventories, net		581,569
Advances to suppliers		388,349
Other receivables		123,969
Other receivables-RP		212,594
Plant and equipment, net		11,109,220
Intangible assets, net		2,149,910
Deferred tax assets		415,154
Goodwill		3,191,897
Total assets	$	19,136,773

Short-term loan – bank		(3,826,934	)
Long term payable		(1,162,355	)
Accounts payable		(575,495	)
Advance from customers		(291,655	)
Other payables and accrued liabilities		(2,815,356	)
Other payables-RP		(765,387	)
Income taxes payable		(1,073	)
Total liabilities		(9,438,255	)
Non controlling interest		(1,613,518	)
Net assets acquired	$	8,085,000

Approximately $3.19 million of ~~September 30, 2022~~goodwill arising from the acquisition consists mainly of synergies expected from combining the operations of the Company and Jilin Chuangyuan Chemical Co., Ltd. None of the goodwill is expected to be deductible for income tax purposes.

F-18

Acquisition of Shandong Yunchu Trading Co., Ltd.

On December 9, 2021, the ~~balance~~Company and its wholly-owned subsidiary Jiayi Technologies (Xianning) Co., Ltd, formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd., entered into a Share Exchange Agreement with Shandong Yunchu Supply Chain Co., Ltd, and each of ~~restricted cash was $84,588 and $380,750, respectively.~~shareholders of Shandong Yunchu Supply Chain Co., Ltd. The ~~details~~Company issued an aggregate of ~~restricted cash refer~~5,900,000 shares of common stock to the ~~contingency section.~~equity holders of Shandong Yunchu Supply Chain Co., Ltd for the transfer to 100% of the equity interest of Shandong Yunchu Supply Chain Co., Ltd to the Jiayi Technologies (Xianning) Co., Ltd.

The Company’s acquisition of Shandong Yunchu Supply Chain Co., Ltd was accounted for as a business combination following ASC 805. The Company has allocated the purchase price of Shandong Yunchu Supply Chain Co., Ltd based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities taken at the acquisition date following the business combination standard issued by the FASB with the valuation methodologies using level 3 inputs, except for other current assets and current liabilities were valued using the cost approach. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date and considered several other available factors. Acquisition-related costs incurred for the acquisitions are not material and expensed as incurred in general and administrative expenses.

Total consideration at fair value

5,420,920

	Fair Value
Cash and cash equivalents, and Restricted Cash	$	77,427
Trade receivable and Note receivable		780,556
Inventories		-
Related party receivable		86,448
Other current assets		4,899,559
Plant and equipment, net		-
Intangible assets, net		-
Goodwill		4,724,698
Total assets	$	10,568,688

Short-term loan-bank		-
Related party payable		-
Accounts payable		(992,424	)
Other current liabilities		(4,155,344	)
Total liabilities		(5,147,768	)
Non-controlling interest		-
Net assets acquired	$	5,420,920

Approximately $4.72 million of goodwill arising from the acquisition consists mainly of synergies expected from combining the operations of the Company and Shandong Yunchu Supply Chain Co., Ltd. None of the goodwill is expected to be deductible for income tax purposes.

F-19

Acquisition of Anhui Ansheng Petrochemical Equipment Co., Ltd.

On July 15, 2021, the Company and its wholly-owned subsidiary Jiayi Technologies (Xianning) Co., Ltd., formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd., entered into a series of VIE agreements with Anhui Ansheng Petrochemical Equipment Co., Ltd and its equity holders to obtain control and become the primary beneficiary of Anhui Ansheng Petrochemical Equipment Co., Ltd. The Company consolidated Anhui Ansheng Petrochemical Equipment Co., Ltd.’s accounts as its VIE. Under the VIE agreements, the Company issued an aggregate of 4,800,000 shares of common stock of the Company to the equity holders of Anhui Ansheng Petrochemical Equipment Co., Ltd. in exchange for the transfer of 66% of the equity interest of Anhui Ansheng Petrochemical Equipment Co., Ltd. to the Jiayi Technologies (Xianning) Co., Ltd. The significant terms of these VIE agreements are summarized in “Note 2 - Summary of Significant Accounting Policies” above.

The Company’s acquisition of Anhui Ansheng Petrochemical Equipment Co., Ltd. was accounted for as a business combination following ASC 805. The Company has allocated the purchase price of Anhui Ansheng Petrochemical Equipment Co., Ltd. based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities taken at the acquisition date following the business combination standard issued by the FASB with the valuation methodologies using level 3 inputs, except for other current assets and current liabilities were valued using the cost approach. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date and considered several other available factors. Acquisition-related costs incurred for the acquisitions are not material and expensed as incurred in general and administrative expenses.

Total consideration at fair value

7,926,000

	Fair Value
Cash and cash equivalents, and Restricted Cash	$	288,122
Trade receivable and Note receivable		944,704
Inventories		3,236,008
Related party receivable		2,500,117
Other current assets		1,393,817
Plant and equipment, net		4,036,649
Intangible assets, net		635,738
Goodwill		10,263,937
Total assets	$	23,299,092

Short-term loan-bank		(3,735,614	)
Related party payable		(2,639,938	)
Accounts payable		(1,966,099	)
Other current liabilities		(3,902,896	)
Total liabilities		(12,244,547	)
Non controlling interest		(3,758,545	)
Net assets acquired	$	7,296,000

F-20

Approximately $10.26 million of goodwill arising from the acquisition consists mainly of synergies expected from combining the operations of the Company and Anhui Ansheng Petrochemical Equipment Co., Ltd. None of the goodwill is expected to be deductible for income tax purposes.

On December 12, 2022, the Company disposed of the interest held of Anhui Ansheng Petrochemical Equipment Co., Ltd.

Acquisition of Allinyson Ltd.

On April 8, 2022, Planet Green Holdings Corp. (the “Company”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Allinyson Ltd., and each of shareholders of Allinyson Ltd.. The Company issued an aggregate of 7,500,000 shares of common stock to the equity holders of Allinyson Ltd. for the transfer to 100% of the equity interest of Allinyson Ltd. to the Company.

The Company’s acquisition of Allinyson Ltd. was accounted for as a business combination following ASC 805. The Company has allocated the purchase price of Allinyson Ltd. based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities taken at the acquisition date following the business combination standard issued by the FASB with the valuation methodologies using level 3 inputs, except for other current assets and current liabilities were valued using the cost approach. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date and considered several other available factors. Acquisition-related costs incurred for the acquisitions are not material and expensed as incurred in general and administrative expenses.

Total consideration at fair value

7,429,500

	Fair Value
Cash and cash equivalents, and Restricted Cash	$	246,322
Trade receivable and Note receivable		372,538
Goodwill		7,193,965
Total assets	$	7,812,825
Related party payable		(73,623	)
Accounts payable		(273,000	)
Other current liabilities		(36,702	)
Total liabilities		(383,325	)
Net assets acquired	$	7,429,500

F-21

Approximately $7.19 million of goodwill arising from the acquisition consists mainly of synergies expected from combining the operations of the Company and Allinyson Ltd. None of the goodwill is expected to be deductible for income tax purposes.

5. Account Receivable, Net

The Company extends credit terms of 15 to 60 days to the majority of its domestic customers, which include third-party distributors, supermarkets, and ~~wholesalers~~wholesalers.

	09/30/2022			12/31/2021			*03/31/2023*			12/31/2022
Trade accounts receivable	$	3,958,233		$	5,481,589		$	3,939,811		$	3,362,939
Less: Allowance for doubtful accounts		(1,646,893	)		(1,662,516	)		(371,253	)		(366,301	)
	$	2,311,340		$	3,819,073		$	3,568,558		$	2,996,638
Allowance for doubtful accounts
Beginning balance:		(1,662,516	)		(46,149	)		(366,301	)		(1,662,516	)
Additions to allowance		(161,113	)		(1,616,367	)		(4,952	)		(64,899	)
Effect of exchange rate		176,736			-
Bad debt written-off								-			1,361,114
Ending balance	$	(1,646,893	)	$	(1,662,516	)	$	(371,253	)	$	(366,301	)

6. Advances ~~and Prepayments~~ to Suppliers

Prepayments include investment deposits to guarantee investment contracts and advance payment to suppliers and vendors to procure raw materials. Prepayments consist of the following:

09/30/2022 12/31/2021
Payment to suppliers and vendors $ 6,229,449 $ 5,681,083

	*03/31/2023*		12/31/2022
Payment to suppliers and vendors	$	6,375,614	$	5,417,449
Total	$	6,375,614	$	5,417,449

7. Inventories

Inventories consisted of the following as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022

	09/30/2022		12/31/2021		*03/31/2023*			12/31/2022
Raw materials	$	2,839,861	$	2,988,855	$	1,830,780		$	1,965,389
Inventory of supplies		10,673		12,587		-			-
Work in progress		4,085,592		3,007,039		1,484,185			1,455,229
Finished goods		1,272,046		1,807,951		844,251			932,261
Allowance for inventory reserve						(201,892	)		(199,199	)
Total	$	8,208,172	$	7,816,432	$	3,957,324		$	4,153,680

8. Plant and Equipment

Plant and equipment consisted of the following as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021:~~2022.

							03/31/2023			12/31/2022
At Cost:	09/30/2022			12/31/2021
Buildings	$	23,440,451		$	17,550,376		$	20,201,245		$	19,924,811
Machinery and equipment		11,823,022			11,681,716			11,479,369			11,322,085
Office equipment		779,807			542,695			775,701			765,413
Motor vehicles		1,562,711			1,740,191			1,485,032			1,465,225
		37,605,991			31,514,978			33,941,347			33,477,534
Less: Impairment		(744,745	)		(829,326	)		(769,465	)		(759,201	)
Less: Accumulated depreciation		(10,867,382	)		(10,200,203	)		(10,813,280	)		(10,149,207	)
		25,993,864			20,485,449			22,358,602			22,569,125
Construction in progress		25,584			2,475,874			45,578			33,260
Plant and Equipment	$	26,019,448		$	22,961,323
							$	22,404,180		$	22,602,385

Depreciation expense for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 was $664,073 and ~~2021 was $716,964 and $1,543,332,~~$580,505, respectively.

F-22

9. Intangible Assets

	09/30/2022			12/31/2021			03/31/2023			12/31/2022
At Cost:		3,701,142			4,121,488
Land use rights		79,536			86,359			3,093,001			3,051,744
Software licenses		891,947			993,248			67,811			67,464
Trademark		4,672,625			5,201,095			929,360			916,963
	$			$			$	4,090,172		$	4,036,171

Less: Accumulated amortization		(1,054,420	)		(1,001,444	)		(1,027,966	)		(966,000	)
Net intangible assets	$	3,618,205		$	4,199,651
							$	3,062,206		$	3,070,171

Amortization expense for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022 was $61,966 and ~~2021 was $56,931 and $180,930~~$62,196, respectively.

10. ~~Investments~~Long-term Investment

~~As of September 30, 2022,~~ The Company ~~has paid approximately $2,816,981 and purchased 20% of Shandong Ningwei New Energy Technology Co., Ltd.’s total equity for investments purpose. Based on ASU 2016-01,~~entered into an entity will be able to elect to record equity investments without readily determinable fair values and not accounted for by the equity method at cost, less impairment, adjusted for subsequent observable price changes. Entities that elect this measurement alternative will report changes in the carrying value of the equity investments in current earnings.

~~On August 8, 2022, the Company acquired 30% equity interest of the~~investment agreement with Xianning Xiangtian Energy Holdings Group Co., Ltd. ~~and~~to acquire 40% of the equity interests in the company, with total consideration of $13.62 million, which was paid in 2022. The investment was accounted for under the equity method because the Company ~~issued 12,000,000 shares of common stock to the Sellers at $0.8 per share, total consideration was $9,600,000. On July 20, 2022,~~can exercise significant influence over the company ~~has paid $4,100,000 and purchased 10% of Xianning Xiangtian Energy Holding Group Co., Ltd.’s total equity for investments purpose, and the industrial and commercial modification procedures, as well~~ as the ~~shareholders registration process~~investee but does not own a majority of the equity interests in or control the company. As of March 31, 2023, the carrying amount of this equity method investment reflected the Company’s proportionate share of the equity in the ~~local government agencies, are in progress. As of September 30, 2022, the Company has owned 40% equity ownership of the Xianning Xiangtian Energy Holdings Group Co., Ltd.~~

~~11. Other Payable~~investee company.

Besides, the Company made an initial investment of $2.91 million in return for a limited partner interest in Shandong Ningwei New Energy Technology Co., Ltd. The Company accounted for the investment using the cost method, as the investment did not have a readily determinable fair value.

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the balance of long term investment was $16,526,980 and $16,488,157.

11. Other Payable

As of March 31, 2023 and December 31, 2022, the balance of other payable was ~~$4,773,715~~$5,410,343 and ~~$8,635,189.~~$4,412,833. Other payables – third parties are those non-trade payables arising from transactions between the Company and certain third parties.

12. Advance from Customer

For our operation, the proceeds received from sales are initially recorded as advances from customers, which was usually related to unsatisfied performance obligations at the end of an applicable reporting period. As of March 31, 2023, and December 31, 2022, the outstanding balance of the advance from customers was $3,525,116 and $2,624,070 respectively. Due to the generally short-term duration of the relevant contracts, most of the performance obligations are satisfied in the following reporting period.

~~12.~~

13. Related Parties Transaction

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the outstanding balance due from related parties was ~~$6,733,185~~$352,835 and ~~$7,670,434,~~$180,578, respectively. Significant related parties comprised much of the total outstanding balance as of ~~September 30, 2022 are~~March 31, 2023are stated below:

The outstanding balance of ~~$3,724,276~~$266,436 was due from Mr. ~~Cai Xiaodong,~~Chen Xing, the ~~shareholder~~management of the ~~Anhui Ansheng Petrochemical Equipment Co., Ltd.;~~Shandong Yunchu;

The outstanding balance of ~~$2,123,672~~$35,178 was due from ~~Wuxi Ying’anbang Chemical Machinery Factory, which has significant influence on Ansheng branch;~~Mr. Xiong Haiyan, the management of the Jingshan Sanhe;

The outstanding balance of ~~$885,237~~$29,105 was due from ~~a couple~~Mr. Bin Zhou, Chief Executive Officer and Chairman of ~~individuals which has significant influence on Ansheng branch.~~the Company;

The outstanding balance of $22,116 was due from Mr. Lu Jun, the management of the Jingshan Sanhe.

These above nontrade receivables arising from transactions between the Company and certain related parties, such as loans to these related parties. These loans are unsecured, non-interest bearing and due on demand.

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the outstanding balance due to related parties was ~~$10,412,765~~$4,249,288 and ~~$5,196,227,~~$4,282,841, respectively. Significant ~~related~~ parties comprised much of the total outstanding balance as of ~~September 30, 2022~~March 31, 2023 are stated below:

~~The outstanding balance of $4,348,463 was due to Mr. Cai Xiaodong, the shareholder of the Anhui Ansheng Petrochemical Equipment Co., Ltd.;~~

The outstanding balance of ~~$79,997~~$1,177,996 was due to ~~Jilin ChuangTai New Energy Technology Co., Ltd, which has the same legal representative as Jilin Chuangyuan.~~

~~The outstanding balance of $316,910 was due to Wuxi Xinganbang~~Anhui Ansheng Petrochemical Equipment Co., Ltd., ~~which has significant influence on Ansheng branch.~~a former subsidiary of the company.

The outstanding balance of ~~$967,633~~$999,753 was due to Ms. Yan Yan, the spouse of the legal representative of Jilin Chuangyuan Chemical Co., Ltd.;

The outstanding balance of $1,129,959 was due to Mr. Bin Zhou, Chief Executive Officer and Chairman of the Company;

The outstanding balance of ~~$1,528,281~~$492,607 was due to ~~Mr. Zhou Bin,~~Meihekou Chuangtai Chemical Co. Ltd., which has the same legal representative, Chen Yongsheng, as the subsidiary of ~~Jiayi Technologies (Xianning)~~Jilin Chuangyuan Chemical Co., Ltd.~~, and the chief executive officer and chairman of the Company.~~

The outstanding balance of ~~$3,171,481~~$869,894 was due to a couple of ~~individuals, which has significant influence on Ansheng branch.~~executives of the subsidiaries of the Company;

The balance was advanced for working capital of the Company, non-interest bearing, and unsecured unless further disclosed.

F-23

~~13.~~14. Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired as a result of the Company’s acquisitions of interests in its subsidiaries and VIEs. If the carrying amount of the goodwill exceeds its implied fair market value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. The changes in the carrying amount of goodwill by ~~reportable segment~~entities are as follows:

Ansheng Fast JSSH JLCY SDYC Allinyson
Balance as of December 31, 2020 - 2,340,111 - - - -
Goodwill acquired through acquisition $ 10,263,937 - 923,313 3,191,897 4,724,698 -
Goodwill impairment - (2,340,111 ) (923,313 ) - - -
Balance as of December 31, 2021 $ 10,263,937 - - 3,191,897 4,724,698 -
Goodwill acquired through acquisition - - - - - 7,193,965
Goodwill impairment - - - - - -
Balance as of September 30, 2022 $ 10,263,937 - - 3,191,897 4,724,698 7,193,965

	Ansheng			Baokuan			Fast		JSSH		JLCY			SDYC
Balance as of December 31, 2021	$	1,026,337		$	-		$	-	$	-	$	3,191,897		$	4,724,698
Goodwill acquired		-			7,193,965			-		-		-			-
Goodwill impairment					(7,193,965	)		-		-		(3,191,897	)		-
Disposal of subsidiaries		(1,026,337	)		-			-		-		-			-
Balance as of December 31, 2022	$	-		$	-		$	-	$	-	$	-		$	4,724,698
Goodwill acquired		-			-			-		-		-			-
Goodwill impairment		-			-			-		-		-			-
Balance as of March 31, 2023	$	-		$	-		$	-	$	-	$	-		$	4,724,698

15. Bank Loans

The goodwill related to the acquisition of Fast Approach was impaired as the result of actual financial performance being less than that originally forecasted and estimates of future cash flows are at the time of this report, are expected to be less than previously estimated. The global COVID 19 pandemic was a significant macroeconomic factor that contributed to the downward revisions of previous estimation and forecasts; accordingly, after management considered different factors including COVID 19 and performed an analysis by discounting future cash flows, it determined that the fair value of the Fast unit was less than the carrying value; therefore, the Company recorded impairment of goodwill to reflect the difference between fair value and the then previously unimpaired carrying value. Management will continue to monitor for additional deterioration of cash flows.

Goodwill related to JSSH was written off in its entirety as the unit experienced operating losses in the years ended December 31, 2021 and 2020, and based on past performance as guidance for future performance, management determined that discounted expected future cash flows and profitability from the unit were enough to support the carrying value for synergies that were expected to be realized when the Company originally acquired the unit.

~~14. Bank Loans~~

The outstanding balances on short-term bank loans consisted of the following:

Lender	Maturities	Weighted average interest rate			09/30/2022		12/31/2021		Maturities	Weighted average interest rate			*03/31/2023*		*12/31/2022*
Rural Credit Cooperatives of Jilin Province, Jilin Branch	Due in November 2023		7.83	%		3,521,226		3,921,138	Due in November 2023		7.83	%		3,638,110		3,589,582

Loan from Anhui Langxi Rural Commercial Bank Of China	Due in December 2021		3.85	%		2,481,128		2,900,916

Tonghua Dongchang Yuyin Village Bank	Due in June 2025		8.00	%		281,698		-

Buildings and land use rights in the amount of $10,178,520 are used as collateral for ~~Jilin~~Jiling Branch. The short-term bank loan which is denominated in Renminbi was primarily obtained for general working capital.

~~The loan from Anhui Langxi Rural Commercial Bank Of China, Ansheng Branch~~Interest expense for the three months ended March 31, 2023 and 2022 was ~~credit line obtained for general working capital. As of September 30, 2022, the loan was overdue~~$ 71,467 and the Company proposed to extend maturities on this loan. During the subsequent period, the Company is negotiating a loan extension with its banks and it is probable that the bank routinely keeps rolling over debt to keep the Company’s liquidity.$ 103,797 respectively.

The loan from Tonghua Dongchang Yuyin Village Bank, as a three-year long-term debt, was denominated in Renminbi and was primarily obtained for general working capital. On June 15, 2022, Mr. Chen Yongsheng and Mr. Cai Xiaodong pledged 56,930,000 stocks of Jilin Chuangyuan Chemical Co., Ltd. to the pledgee Tonghua Dongchang Yuyin Village Bank. As the pledgee, Tonghua Dongchang Yuyin Village Bank shall have custody of these stocks, which accounted for 100% of the total share during the entire Term of Pledge set forth in this Agreement. As of September 30, 2022, the Company completed the finance with equity in pledge.F-24

~~15. Advance from Customers~~16. Equity

The proceeds which are received in advance of the delivery of goods pursuant to applicable contracts, are initially recorded as advance from customer. As of September 30, 2022 and December 31, 2021, the balance of advance from customers was approximately $4,738,457 and $6,190,091.

~~16. Equity~~

On May 9, 2019, the Company and its wholly owned subsidiary Shanghai Xunyang Internet Technology Co., Ltd. (“Subsidiary”) entered into a Share Exchange Agreement with Xianning Bozhuang Tea Products Co., Ltd. (“Target”) and each of the shareholders of Target (collectively, “Sellers”). Such transaction closed on May 14, 2019. Under the Share Exchange Agreement, the Subsidiary acquired all outstanding equity interests of Target, a company that produces tea products and sells such products in China. Pursuant to the Share Exchange Agreement, the Company issued an aggregate of 1,080,000 shares of common stock of the Company to the Sellers in exchange for the transfer of all of the equity interest of the Target to the Subsidiary.

On June 17, 2019, the Company entered into a securities purchase agreement, under which five individuals residing in the PRC agreed to purchase an aggregate of 1,300,000 shares of the Company’s common stock, par value $0.001 per share, for an aggregate purchase price of $5,460,000, representing a purchase price of $4.20 per share. The transaction closed on June 19, 2019.

On February 10, 2020, the Company entered into a securities purchase agreement with Mengru Xu and Zhichao Du, according to which Ms. Xu and Mr. Du agreed to invest an aggregate of $3.51 million in the Company in exchange for an aggregate of 1,350,000 shares of common stock, representing a purchase price of approximately $2.60 per share. On February 28, 2020, the Company closed the transaction.

On June 5, 2020, the Company issued an aggregate of 1,800,000 shares of its common stock to acquire all the outstanding equity interest of Fast Approach Inc., a corporation incorporated under the laws of Canada and in the business of operating a demand side platform targeting the Chinese education market in North America.

On December 30, 2020, the Company issued a total of 782,165 ordinary shares to six employees of the Company. Total fair value of these ordinary shares was approximately $1.75 million and the compensation expenses are to be recognized in the fiscal year 2020 because there is no employee’s requisite service period requirement.

On January 4, 2021, the Company issued an aggregate of 2,200,000 shares of its common stock to the original shareholders of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. in exchange for the transfer of 85% of the equity interests of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. to the Company.

On January 26, 2021, the Company entered into a Securities Purchase Agreement, pursuant to which three individuals residing in the People’s Republic of China agreed to purchase an aggregate of 2,700,000 shares of the Company’s common stock, par value $0.001 per share, for an aggregate purchase price of $6,750,000, representing a purchase price of $2.50 per Share.

On March 9, 2021, the Company issued an aggregate of 3,300,000 shares of common stock of the Company to the original shareholder of Jilin Chuangyuan Chemical Co., Ltd. in exchange for the transfer of 75% of the equity interest of Jilin Chuangyuan Chemical Co., Ltd. to the Company.

On April 26, 2021, the Company has entered into a Share Purchase Agreement with three investors, Pursuant to the agreement, the Company will receive gross proceeds of $7,600,000 in the aggregate, in exchange for the issuance of an aggregate of 4,000,000 shares of the Company’s common stock, representing a purchase price of approximately $1.90 per share.

On July 15, 2021, the Company has issued an aggregate of 4,800,000 shares of common stock of the Company to the equity holders of Anhui Ansheng Petrochemical Equipment Co., Ltd. in exchange for the transfer of 66% of the equity interest of Anhui Ansheng Petrochemical Equipment Co., Ltd. to the Company.

F-25

On July 30, 2021, the Company issued a total of 872,000 ordinary shares to seven employees of the Company. Total fair value of these common shares was approximately $1.16 million. The compensation expenses are to be recognized in the fiscal year 2021 because there is no employee’s requisite service period requirement.

On December 30, 2021, The Company issued an aggregate of 5,900,000 shares of common stock to the equity holders of A Shandong Yunchu Supply Chain Co., ~~Ltd.~~Ltd for the transfer to 100% of the equity interest of Shandong Yunchu Supply Chain Co., ~~Ltd.~~Ltd to the Jiayi Technologies (Xianning) Co., Ltd.

On May 19, 2022, the Company entered into a Securities Purchase Agreement, pursuant to which two investors agreed to purchase an aggregate of 10,000,000 shares of the Company’s common stock, par value $0.001 per share, for an aggregate purchase price of $4,100,000, representing a purchase price of $0.41 per Share.

On July 20, 2022, the Company acquired 30% equity interest of the Xianning Xiangtian Energy Holdings Group Co., Ltd. and the Company issued 12,000,000 shares of common stock to the Sellers.

As of ~~September 30, 2022,~~March 31, 2023, there were 72,081,930 shares of common stock outstanding.

17. Income Taxes

~~All~~United States

On December 22, 2017, the “Tax Cuts and Jobs Act” (the “Act”) was enacted. Under the provisions of the ~~Company’s continuing operations are located in~~Act, the ~~PRC. The~~U.S. corporate tax rate decreased from 34% to 21%. As the Company has a December 31 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal rate of 21% for the Company’s fiscal year ending December 31, 2022 and 2021, respectively. Accordingly, the Company has remeasured the Company’s deferred tax assets on net operating loss carryforwards (“NOLs”) in the ~~PRC is 25%~~U.S at the lower enacted cooperated tax rate of 21%. However, this remeasurement has no effect on the Company’s income tax expenses as the Company has provided a 100% valuation allowance on its deferred tax assets previously.

Additionally, the Act imposes a one-time transition tax on deemed repatriation of historical earnings of foreign subsidiaries, and future foreign earnings are subject to U.S. taxation. The ~~following tables provide~~change in rate has caused the ~~reconciliation of~~Company to remeasure all U.S. deferred income tax assets and liabilities for temporary differences and NOLs and recorded one time income tax payable to be paid in 8 years. However, this one-time transition tax has no effect on the ~~differences between the statutory and effective~~Company’s income tax expenses ~~for~~as the ~~nine months ended September 30,~~Company has no undistributed foreign earnings prior to December 31, 2022 ~~and 2021:~~which the Company has foreign cumulative losses at December 31, 2022.

09/30/2022 09/30/2021
Loss attributed to PRC operations $ (3,006,160 ) $ (3,279,874 )
Loss attributed to U.S. operations (1,162,736 ) (1,360,067 )
Loss attributed to Canada operations (277,383 ) (418,288 )
Loss attributed to Hong Kong operations (431,108 ) -
Income attributed to BVI - -
Loss before tax $ (4,877,387 ) $ (5,058,229 )

PRC Statutory Tax at 25% Rate (751,540 ) (1,264,557 )
Effect of tax exemption granted - -
Valuation allowance 926,641 1,264,704
Income tax $ 175,101 $ 147
Per Share Effect of Tax Exemption - -
Effect of tax exemption granted $ - $ -
Weighted-Average Shares Outstanding Basic 55,335,606 23,082,956
Per share effect $ - $ -

F-26

British Virgin Islands

Planet Green Holdings Corporation BVI is incorporated in the British Virgin Islands and is not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.

Hong Kong

Lucky Sky Planet Green Holdings Co., Limited (H.K.) is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The ~~difference between the U.S. federal statutory~~applicable tax rate is 16.5% in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Under Hong Kong tax law, Lucky Sky Planet Green Holdings Co., Limited (H.K.) is exempted from income tax ~~rate~~on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.

PRC

The Company PRC subsidiaries and VIEs and their controlled entities are governed by the income tax laws of the PRC and the ~~Company’s effective~~income tax provision in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC, Chinese enterprises are subject to income tax at a rate ~~was as follows as~~ of ~~September 30, 2022~~25% after appropriate tax adjustments.

Significant components of the income tax expense consisted of the following for the three months ended March 31, 2023 and ~~2021:~~2022:

	3/31/2023			3/31/2022
Loss attributed to PRC operations	$	(923,175	)	$	(696,122	)
Loss attributed to U.S. operations		(364,073	)		(387,369	)
Income attributed to Canada operations		49,501			(88,545	)
Income attributed to BVI		-			-
Loss before tax	$	(1,237,747	)	$	(1,172,036	)

PRC Statutory Tax at 25% Rate		(230,794	)		(174,031	)
Effect of tax exemption granted		-			-
Valuation allowance		278,418			263,434
Income tax	$	47,624		$	89,403
Per Share Effect of Tax Exemption
Effect of tax exemption granted	$	-		$	-
Weighted-Average Shares Outstanding Basic		72,081,930			41,648,597
Per share effect	$	-		$	-

09/30/2022 09/30/2021
U.S. federal statutory income tax rate 21 % 21 %
Higher (lower) rates in PRC, net 4 % 4 %
Non-recognized deferred tax benefits in the PRC (21.4 )% (25 )%
The Company’s effective tax rate 3.6 % - %

F-27

~~18. Earnings/(Loss) Per Share~~The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

Reconciliation of effective income tax rate from continuing operations is as follows for the three months ended March 31, 2023 and 2022:

	03/31/2023			03/31/2022
U.S. federal statutory income tax rate		21	%		21	%
Higher (lower) rates in PRC, net		4	%		4	%
Non-recognized deferred tax benefits in the PRC		(28.85	)%		(25.08	)%
The Company’s effective tax rate		(3.85	)%		(0.08	)%

18. Loss Per Share of Common Stock

Components of basic and diluted earnings per share were as follows:

For the nine months ended
September 30,
2022 2021
Loss from operations attributable to common stockholders $ (4,870,760 ) $ (4,732,412 )

Basic and diluted (loss) earnings per share denominator:
Original Shares at the beginning: 35,581,930 11,809,930
Additions from Actual Events -issuance of common stock for cash 11,680,147 5,016,850
Additions from Actual Events – issuance of common stock for acquisition 4,852,941 6,054,945
Additions from Actual Events – issuance of common stock for investment 3,220,588 -
Additions from Actual Events – issuance of common stock for stock compensation - 201,231
Basic Weighted Average Shares Outstanding 55,335,606 23,082,956

(Loss) income per common shareholders - Basic and diluted $ (0.09 ) $ (0.21 )
Basic and diluted weighted average shares outstanding 55,335,606 23,082,956

	For the Three Months Ended
	March 31,
	2023			2022
Loss from operations attributable to common stockholders	$	(1,285,371	)	$	(1,229,777	)

Loss per share of common stock - Basic and diluted	$	(0.02	)	$	(0.03	)
Basic and diluted weighted average shares outstanding		72,081,930			41,648,597

F-28

19. Concentrations

Customers ~~Concentrations~~Concentrations::

The following table sets forth information about each customer that accounted for 10% or more of the Company’s revenues for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.

	For the period ended								For the periods ended
Customers	30-September-22				30-September-21				March 31, 2023				March 31, 2022
	Amount $		%		Amount		$%		Amount $		%		Amount $		%
A		-		-		2,218,627		11		-		-		1,441,054		12
B		-		-		2,105,918		11		830,000		10		-		-
C										1,953,391		23		-		-

Suppliers Concentrations

The following table sets forth information about each supplier that accounted for 10% or more of the Company’s purchase for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.

	For the years ended								For the periods ended
Suppliers	30-September-22				30-September-21				March 31, 2023				March 31, 2022
	Amount $		%		Amount $		%		Amount $		%		Amount $		%
A		8,857,285		21		6,974,422		37		1,464,234		18		1,612,681		12
B		6,281,237		15		-		-		-		-		4,205,805		32
C		6,161,585		15		-		-		-		-		1,516,012		12
D		5,752,312		14		-		-		1,446,791		17		-		-
E										1,185,146		14		-		-
F										1,129,868		14		-		-

20. ~~Lease commitment~~Risks

Effective December 31, 2018, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the package of practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. The Company adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component.

The Company had a land, facilities and factory lease agreement with a 5-year lease term starting in April 2018 until April 2023. Upon adoption of ASU 2016-02, the Company recognized lease liabilities of approximately $0.82 million, with corresponding Right-of-Use (ROU) assets of the same amount based on the present value of the future minimum rental payments of leases, using an incremental borrowing rate of 4.75% and 4.90% based on the duration of lease terms.

~~The weighted average remaining lease term of its existing leases is 0.58years.~~

~~The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.~~

~~For the nine months ended September 30, 2022 and 2021, rent expenses amounted to 301,432 and $329,989 respectively.~~

~~The five-year maturity of the Company’s lease obligations is presented below:~~

Twelve months ended December 31, Operating
lease
amount
2022 100,477
2023 133,970
Total lease payment 234,447
Less: interest (34,011 )
Present value of lease liabilities $ 200,436

~~21. Risks~~

A.	Credit risk

	The Company’s deposits are made with banks located in the PRC. They do not carry federal deposit insurance and may be subject to loss of the banks become insolvent.

	Since the Company’s inception, the age of account receivables has been less than one year, indicating that the Company is subject to the minimal risk borne from credit extended to customers.

B.	Interest risk

	The Company is subject to interest rate risk when short-term loans become due and require refinancing.

C.	Economic and political risks

	The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in the PRC.

~~22. Segment Reporting~~21. Subsequent Events

~~The~~Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company ~~follows ASC 280, Segment Reporting, which requires~~did not identify any subsequent event that ~~companies disclose segment data based on how management makes~~would have required adjustment or disclosure in the decision about allocating resources to segments and evaluating their performance. The Company’s management assesses performance and determines resource allocations based on several factors, the primary measure being income from operations.unaudited condensed consolidated financial statements.

F-29

The Company’s primary business segment and operations are Shandong Yunchu, Jingshan Sanhe, Anhui Ansheng, Jilin Chuangyuan, Xianning Bozhuang, Fast Approach and Allinyson Ltd. The Company’s consolidated operations and consolidated financial position from continuing operations are almost all attributable to Shandong Yunchu, Jingshan Sanhe, Anhui Ansheng, Jilin Chuangyuan, Xianning Bozhuang, Fast Approach and Allinyson Ltd. Accordingly, management believes that the consolidated balance sheets and statement of operations provide the relevant information to assess Shandong Yunchu, Jingshan Sanhe, Anhui Ansheng, Jilin Chuangyuan, Xianning Bozhuang, Allinyson Ltd. and Fast Approach’s performance.

Segment reporting 09/30/2022 12/31/2021
Fast Approach and Shanghai Shuning $ 353,024 $ 387,145
Xianning Bozhuang 9,706,224 10,987,674
Jingshan Sanhe 5,152,501 6,069,282
Anhui Ansheng 14,060,947 17,298,525
Jilin Chuangyuan 14,068,042 16,386,168
Jiayi Technologies (Xianning) Co., Ltd. 10,069,170 12,378,147
Shandong Yunchu 4,829,124 4,094,723
Allinyson 258,815 -
Planet Green Holdings Corporation 37,102,869 16,413,420
Promising Prospect HK Limited. 1,987,276 2,000,496
Total Assets $ 97,587,992 $ 86,015,580

~~23. Contingencies~~

As of September 30, 2022, the loan from Anhui Langxi Rural Commercial Bank Of China was overdue and the Company proposed to extend maturities on this loan. During the subsequent period, the Company is negotiating a loan extension with its banks and it is probable that the bank routinely keeps rolling over debt to keep the Company’s liquidity.

Wuxi Suxin Natural Gas Utilization Co., Ltd. (The “Plaintiff”) sued Anhui Xuanneng Natural Gas Energy Equipment Co., Ltd., Anhui Ansheng Petrochemical Equipment Co., Ltd and other related individuals (the “Defendants”) that Defendants have damaged the interest of Plaintiff and the defendants should restitute the plaintiff’s damage of RMB 16,210,227 as well as the interest in total. The case has now been transferred to the Changfeng County Court of Anhui Province for processing. Meanwhile, due to the impact of this case, Anhui Ansheng’s available cash of $581,666 was temporarily frozen by the court.

~~24. Subsequent event~~

The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the dates of the balance sheets, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has analyzed its operations subsequent to November 14, 2022 to the date these unaudited condensed consolidated financial statements were issued, and has determined that it does not have any material events to disclose.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ~~OVERVIEW~~

We are headquartered in Flushing, New York ~~NY.~~City. After a series of acquisitions and dispositions during the past ~~two~~three years, our primary business, which is carried out by Shandong Yunchu, Jingshan Sanhe, ~~Allinyson,~~ Jilin Chuangyuan, ~~Anhui Ansheng,~~ Fast Approach ~~Inc~~Inc. and Xianning Bozhuang, is:

●

~~To sell black tea product~~Tea products cultivation, packaging, and sales;

●

To sell high-grade synthetic fuel products

●

To distribute beef and mutton products.

●

To sell formaldehyde, urea-formaldehyde glue, methylal, and clean fuel oil

●

~~To sell the barrier~~Online advertising services and ~~explosion-proof skid-mounted refueling devices, SF double-layer buried oil storage tank~~mobile games;

●

~~To conduct the online game business and online advertising business~~

●

~~Multimedia design and online advertising services;~~

~~Going Concern~~

~~The Company plans to continue its expansion and investments, which will require continued improvements in revenue, net income, and cash flows.~~

Results of Operations

~~Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021.~~

The following discussion should be read in conjunction with the company’s unaudited ~~condensed~~ consolidated financial statement for the three months ended ~~September 30,~~March 31, 2023, and 2022 ~~and 2021~~ and related notes to that.

	Three months ended						Increase /			Increase /			Three months ended						Increase /			Increase /
	September 30,						Decrease			Decrease			March 31,						Decrease			Decrease
(In Thousands of USD)	2022			2021			($)			(%)			2023			2022			($)			(%)
Net revenues		10,264			8,484			1,780			21			8,534			11,979			(3,445	)		(29	)
Cost of revenues		9,566			7,133			2,433			34			8,288			10,816			(2,528	)		(23	)
Gross profit		698			1,351			(653	)		(48	)		246			1,163			(917	)		(79	)
Operating expenses:
Selling and marketing expenses		562			454			108			24			245			451			(206	)		(46	)
General and administrative expenses		2,166			3,237			(1,071	)		(33	)		1,092			1,803			(711	)		(39	)
Research & Developing expenses		79			-			79			N/A			69			9			60			667
Operating income (loss)		(2,109	)		(2,340	)		231			(10	)		(1,160	)		(1,100	)		(60	)		5
Interest income (expense)		(161	)		(139	)		(22	)		15			(116	)		(157	)		41			(26	)
Other income (expense)		11			79			(68	)		(86	)		38			85			(47	)		(55	)
(Loss) income before tax		(2,258	)		(2,400	)		142			(6	)		(1,238	)		(1,172	)		(66	)		6
Income tax expense/(income)		(38	)		-			(38	)		N/A			(48	)		(89	)		41			(46	)
Loss from continuing operations														(1,286	)		(1,261	)		(25	)		2
Net (loss) income		(2,296	)		(2,400	)		104			(4	)		(1,286	)		(1,261	)		(25	)		2

Net Revenues. Our net revenues for the three months ended ~~September 30, 2022~~March 31, 2023 amounted to ~~$10.26~~$8.53 million, which represents ~~an increase~~a decrease of approximately ~~$1.78~~$3.45 million, or ~~21%~~29%, from ~~$8.5~~$11.98 million for the three months ended ~~September 30, 2021.~~March 31, 2022. This ~~increase~~decrease was attributable to the ~~acquisition~~disposal of ~~certain subsidiaries and VIEs.~~the subsidiary Anhui Ansheng Petrochemical Equipment Co. Ltd. in December 2022.

Cost of Revenues. During the three months ended ~~September 30, 2022,~~March 31, 2023, we experienced ~~an increase~~a decrease in cost of revenue of ~~$2.43~~$2.53 million or ~~34%~~23%, in comparison to the three months ended ~~September 30, 2021,~~March 31, 2023, from approximately ~~$7.13~~$10.82 million to ~~$9.57~~$8.29 million. This ~~increase~~decrease was mainly due to the ~~acquisition~~disposal of ~~certain subsidiaries and VIEs.~~the subsidiary Anhui Ansheng Petrochemical Equipment Co. Ltd. in December 2022.

Gross Profit. Our gross profit decreased by ~~$0.65~~$0.92 million, or ~~48%~~79% to ~~$0.70~~$0.25 million for the three months ended ~~September 30, 2022~~March 31, 2023 from ~~$1.35~~$1.16 million for the three months ended ~~September 30, 2021.~~March 31, 2022. This decrease was mainly due to the aforementioned reasons, attributable to the ~~acquisition~~disposal of ~~certain subsidiaries and VIEs.~~the subsidiary Anhui Ansheng Petrochemical Equipment Co. Ltd. in December 2022.

Operating Expenses

Selling and Marketing Expenses. Our selling and marketing expenses ~~increased~~decreased by ~~$0.11~~$0,21 million, or ~~24%~~46%, to ~~$0.56~~$0.25 million for the three months ended ~~September 30, 2022~~March 31, 2023 from $0.45 million for the three months ended ~~September 30, 2021 This increase was~~March 31, 2022. The selling and marketing expenses mainly ~~due to our effort to expand our business.~~

come from transportation and storage cost of $0.12 million and the sales staff salaries cost of $0.06 million.

General and Administrative Expenses. We experienced a decrease in general and administrative expense of ~~$1.07~~$0.71 million from ~~$3.24~~$1.80 million to approximately $1.09 million for the three months ended ~~September 30, 2021~~March 31, 2023, compared to ~~approximately $2.17 million for~~ the three months ended ~~September 30,~~March 31, 2022. This ~~cost~~expense decrease was mainly due to the disposal of the subsidiary Anhui Ansheng Petrochemical Equipment Co. Ltd. in December 2022. In addition to that, the main reason was the decline in third party service fees. The General and Administrative Expenses mainly come from third party service fees of $0.35 million; administrative staff salary costs of $0.17 million and depreciation; amortization expense of $0.29 million and other daily sporadic management costs.

Net Loss

Our net loss ~~decreased~~increased by ~~$0.1~~$0.03 million, or 4%2%, to a net loss of ~~$2.30~~$1.29 million for the three months ended ~~September 30, 2022~~March 31, 2023 from ~~$2.40~~$1.26 million in net loss for the three months ended ~~September 30, 2021. This decrease was mainly due to our effort to expand our business.~~

~~Nine Months Ended September 30, 2022 Compared to Nine months Ended September 30, 2021.~~

The following discussion should be read in conjunction with the company’s unaudited condensed consolidated financial statement for the nine months ended September 30, 2022, and 2021 and related notes to that.

Nine months ended Increase / Increase /
September 30, Decrease Decrease
(In Thousands of USD) 2022 2021 ($) (%)
Net revenues 37,788 15,597 22,191 142
Cost of revenues 35,185 13,750 21,435 156
Gross profit 2,603 1,847 756 41
Operating expenses:
Selling and marketing expenses 1,497 974 523 54
General and administrative expenses 5,657 5,905 (248 ) (4 )
Research & Developing expenses 151 - 151 N/A
Operating income (loss) (4,702 ) (5,032 ) 330 (7 )
Interest income (expense) (479 ) (343 ) (136 ) 40
Other income (expense) 304 316 (12 ) (4 )
(Loss) income before tax (4,877 ) (5,059 ) 182 (4 )
Income tax expense/(income) (175 ) - (175 ) N/A
Net (loss) income (5,052 ) (5,059 ) 7 -

~~Net Revenues.~~ Our net revenues for the nine months ended September 30, 2022 amounted to $37.79 million, which represents an increase of approximately $22.19 million, or 142%, from $15.60 million for the nine months ended September 30, 2021. This increase was attributable to the acquisition of certain subsidiaries and VIEs.

~~Cost of Revenues.~~ During the nine months ended September 30, 2022, we experienced an increase in cost of revenue of $21.43 million or 156%, in comparison to the nine months ended September 30, 2021, from approximately $13.75 million to $35.19 million.March 31, 2022. This increase was mainly due to losses of disposal of the ~~acquisition of certain subsidiaries and VIEs.~~subsidiary, Anhui Ansheng Petrochemical Equipment Co., Ltd.

~~Gross Profit~~. Our gross profit increased by $0.76 million, or 41% to $2.60 million for the nine months ended September 30, 2022 from $1.85 million for the nine months ended September 30, 2021. This increase was mainly due to the aforementioned reasons, attributable to the acquisition of certain subsidiaries and VIEs.

~~Operating Expenses~~

~~Selling and Marketing Expenses.~~ Our selling and marketing expenses increased by $0.52 million, or 54%, to $1.50 million for the nine months ended September 30, 2022 from $0.97 million for the nine months ended September 30, 2021 This increase was mainly due to our effort to expand our business.

~~General and Administrative Expenses.~~ We experienced a decrease in general and administrative expense of $0.25 million from $5.91 million for the nine months ended September 30, 2021 to approximately $5.66 million for the nine months ended September 30, 2022. This cost decrease was mainly due to the decline in third party service fees.

~~Net Loss~~

Our net loss decreased by $7,000, or 0.13%, to a net loss of $5.05 million for the nine months ended September 30, 2022 from $5.06 million in net loss for the nine months ended September 30, 2021. This decrease was mainly due to our effort to expand our business.

~~Liquidity~~Going Concern and Capital Resources

In assessing our liquidity, we monitor and analyze our cash-on-hand and operating and capital expenditure commitments. Our liquidity needs meet our working capital requirements, operating expenses, and capital expenditure obligations. In the reporting period in the fiscal period ended ~~September 30, 2022,~~March 31, 2023, our primary sources of financing have been cash generated from ~~operations and private placements.~~operations.

As of ~~September 30, 2022,~~March 31, 2023, we had cash and cash equivalents (including restricted cash) of ~~$0.31~~$0.22 million ~~compared~~and a working capital deficit of $6,536,923. For the three months ended March 31, 2023, we have incurred a net loss of $1,285,371. These factors raise substantial doubt on our ability to ~~$1.13 million~~continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of ~~December 31, 2021. The debt to assets ratio was 35.94% and 40.41% as of September 30, 2022 and December 31, 2021, respectively.~~this uncertainty. We expect to continue to finance our operations and working capital needs in ~~2022~~2023 from cash generated from operations and, if needed, private financings. Suppose available liquidity is insufficient to meet our operating and loan obligations as they come due. In that case, our plans include pursuing alternative financing arrangements or reducing expenditures as necessary to meet our cash requirements. However, there is no assurance that we will raise additional capital or reduce discretionary spending to provide liquidity if needed. We cannot be sure of the availability or terms of any alternative financing arrangements.

The following table provides detailed information about our net cash flow for all financial statement periods presented in this report.

Cash Flows Data:

	For the nine months ended September 30						For the three months ended March 31
(In thousands of U.S. dollars)	2022			2021			2023			2022
Net cash flows used in operating activities		(10,208	)		(13,148	)		498			(5,326	)
Net cash flows used in investing activities		(3,271	)		(42	)		(23	)		(148	)
Net cash flows provided by financing activities		11,315			9,954			(238	)		5,545

Operating Activities

Net cash provided by operating activities for the three months ended March 31, 2023 was approximately $0.5 million, while net cash used in operating activities ~~was $10.21 million and $13.15 million~~ for the ~~nine months ended September 30,~~same period in 2022 ~~and 2021, respectively. The decrease in net cash used~~amounted to $5.33 million. Net Cash increase in operating activities was mainly due to a decrease of ~~$2.02~~$ 1.93 million in ~~account receivables, an increase of $1.56 million in the advance from customers~~prepayments and an increase of ~~$7.44~~$4.53 million in other payables and accruals.

Investing Activities

Net cash used in investing activities for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was ~~$3.27~~$0.02 million, representing ~~an increase~~a decrease of ~~$3.23~~$0.13 million in net cash used in investing activities from ~~$42,000~~$0.15 million for the same period of ~~2021. This is mainly due to the increase in long-term investment.~~2022.

Financing Activities

Net cash provided by financing activities for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023, was ~~$11.31~~$0.24 million, representing ~~an increase~~a decrease of ~~$1.36~~$5.79 million in net cash provided by financing activities from ~~$9.95~~$5.55 million for the same period of ~~2021.~~2022. This is mainly due to the ~~increased proceeds from the~~repayment of related party loans, resulting in a change of approximately $1.09 million, and there was no issuance of common ~~stock.~~stock for cash transaction in 2023 as compared to the same period in 2022, leading to a difference of $7.00 million.

Critical Accounting Policies

The preparation of unaudited condensed consolidated financial statements in conformity with the United States generally accepted accounting principles requires our management to make assumptions, estimates, and judgments that affect the amounts reported in the unaudited condensed consolidated financial statements, including the notes to that, and related disclosures of commitments contingencies, if any.

We consider our critical accounting policies to require the more significant judgments and estimates in preparing unaudited condensed consolidated financial statements, including those outlined in Note 2 to the ~~financial statements included herein.~~

~~The Company has evaluated the timing and the impact of the guidance above on the financial statements.~~

~~As of September 30, 2022, there were no other recently issued accounting standards not yet adopted that would or could have a material effect on the Company’s~~ unaudited condensed consolidated financial ~~statements.~~statements included herein.

Off-Balance Sheet Arrangements

We do not have any off-balance arrangements.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Item 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~September 30, 2022.~~March 31, 2023. Based upon his evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective.

As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

Risk Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the Company’s registration statement on Form S3/A as filed with the SEC on ~~November 3, 2022.~~April 18, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. 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 ~~November 3, 2022.~~April 18, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 13, 2022, the Company entered into a Securities Purchase Agreement, pursuant to which three individuals residing in the People’s Republic of China agreed to purchase an aggregate of 7,000,000 shares of the Company’s common stock, par value $0.001 per share, for an aggregate purchase price of $7,000,000, representing a purchase price of $1.00 per Share. On January 14, 2022, the Company closed securities purchase the transaction. At the closing, the Company received gross proceeds of $7,000,000 in the aggregate, in exchange for the issuance of Company’s common stock. Such securities were issued in connection with our organization pursuant to exemption from registration contained in section 4(a)(2) of the Securities Act. The investors are accredited investor for purposes of Rule 501 of Regulation D.

On April 8, 2022, the Company entered into a Share Exchange Agreement with Allinyson Ltd. (“Target”), and each of shareholders of the Target (collectively, the “Sellers”), pursuant to which, among other things and subject to the terms and conditions contained therein, the Company agreed to effect an acquisition of the Target by acquiring from the Sellers 100% of the ordinary shares issued and outstanding of the Target (the “Acquisition”). Pursuant to the Share Exchange Agreement, in exchange for the acquisition of 100% of the ordinary shares issued and outstanding of the Target, the Company issued an aggregate of 7,500,000 shares of common stock, par value $0.001 per share, of the Company to the Sellers. The Acquisition was closed on April 18, 2022. Upon the closing of the transaction, the Company acquired 100% shares issued and outstanding ordinary shares of the Target and the Company issued 7,500,000 shares of common stock to the Sellers. Such securities were issued in connection with our organization pursuant to exemption from registration contained in section 4(a)(2) of the Securities Act. The Sellers are accredited investor for purposes of Rule 501 of Regulation D.

~~Use of Proceeds~~

~~We intend to use the proceeds from the private placement transaction as working capital for the operation of our subsidiaries and VIEs.~~Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are filed as part of this report.

Exhibit No.		Description
31.1		Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

*	Filed herewith.

**	Furnished herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PLANET GREEN HOLDINGS CORP.

Date: ~~November 14, 2022~~May 15, 2023	By:	/s/ Bin Zhou
		Bin Zhou, Chief Executive Officer and Chairman (Principal Executive Officer)

Date: ~~November 14, 2022~~May 15, 2023

By:

/s/ Lili Hu

Lili Hu, Chief Financial Officer

(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed by the following persons in the capacities and on the dates indicated.

--12-31 Planet Green Holdings Corp. 0.02 0.03 41648597 72081930 0.02 0.03 41648597 72081930 false Q1 0001117057 iso4217:USD xbrli:shares

		PAGE

PART I - FINANCIAL INFORMATION		1

ITEM 1	FINANCIAL STATEMENTS	F-1

ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2

~~ITEM 3~~	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~	6

ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5

ITEM 4	CONTROLS AND PROCEDURES	65

PART II - OTHER INFORMATION		6

ITEM 1	LEGAL PROCEEDINGS	6

ITEM 1A	RISK FACTORS	6

ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	6

ITEM 3	DEFAULTS UPON SENIOR SECURITIES	6

ITEM 4	MINE SAFETY DISCLOSURES	6

ITEM 5	OTHER INFORMATION	6

ITEM 6	EXHIBITS	7

SIGNATURES		8

	September 30,			December 31,
	2022			2021
Assets
Current assets
Cash and cash equivalents	$	226,507		$	750,658
Restricted cash		84,588			380,750
Accounts and notes receivable, net		2,311,340			3,819,073
Inventories		8,208,172			7,816,432
Advances to suppliers		6,229,449			5,681,083
Other receivables		979,435			1,185,136
Other receivables-related parties		6,733,185			7,670,434
Total current assets		24,772,676			27,303,566

Non-current assets
Plant and equipment, net		25,993,864			20,485,449
Intangible assets, net		3,618,205			4,199,651
Construction in progress, net		25,584			2,475,874
Prepayment investments		-			705,805
Long-term investments		16,516,981			3,136,910
Investment in real estates		-			7,770,943
Deferred tax assets		1,052,514			1,172,050
Goodwill		25,374,497			18,180,532
Right-of-use assets		233,671			584,802
Total non-current assets		72,815,316			58,712,016

Total assets	$	97,587,992		$	86,015,582

Liabilities and Stockholders’ Equity
Current liabilities
Short-term bank loans		6,002,354			6,822,054
Accounts payable		7,358,750			6,237,810
Advance from customers		4,738,457			6,190,091
Taxes payable		958,957			787,593
Other payables and accrued liabilities		4,773,715			8,635,189
Other payables-related parties		10,412,765			5,196,227
Lease liabilities-current portion		200,436			436,191
Deferred income		55,166			73,732
Total current liabilities		34,500,600			34,378,887

Non-current liabilities
Long-term bank loans		281,698			-
Long-term payables		287,795			380,345
Total non-current liabilities		569,493			380,345

Total liabilities	$	35,070,093		$	34,759,232

Commitments and contingencies		-			-

Stockholders’ equity
Preferred stock: $0.001 par value, 5,000,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021		-			-
Common stock: $0.001 par value, 200,000,000 shares authorized; 72,081,930 and 35,581,930 shares issued and outstanding as of September 30,2022 and December 31, 2021		72,082			35,582
Additional paid-in capital		155,702,975			133,232,224
Accumulated deficit		(98,943,143	)		(94,072,383	)
Accumulated other comprehensive income		4,196,698			7,711,057
Non-controlling interests		1,489,287			4,349,870

Total stockholders’ equity	$	62,517,899		$	51,256,350

Total liabilities and stockholders’ equity	$	97,587,992		$	86,015,582

	Place of	Attributable equity		Registered
Name of Company	incorporation	interest %		capital
Promising Prospect Limited	The British Virgin Islands		100	$	10,000
Promising Prospect HK Limited	Hong Kong		100		1
Jiayi Technologies (Xianning) Co., Ltd.	PRC		100		2,000,000
Fast Approach Inc.	Canada		100		79
Shanghai Shuning Advertising Co., Ltd. (a subsidiary of FAST)	PRC		100		-
Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.	PRC		100		4,710,254
Xianning Bozhuang Tea Products Co., Ltd.	PRC		100		6,277,922
Jilin Chuangyuan Chemical Co., Ltd.	PRC		VIE		9,280,493
Anhui Ansheng Petrochemical Equipment Co., Ltd.	PRC		VIE		3,045,776
Shine Chemical Co., Ltd.	The British Virgin Islands		100		8,000
Bless Chemical Co., Ltd. (a subsidiary of Shine Chemical)	Hong Kong		100		10,000
Hubei Bulaisi Technology Co., Ltd. (a subsidiary of Bless Chemical)	PRC		100		30,000,000
Shandong Yunchu Supply Chain Co., Ltd.	PRC		100		5,000,000
Allinyson Ltd.	The United States		100		100,000
Guangzhou Haishi Technology Co., Ltd.	PRC		100		156,250
Baokuan Technology (Hongkong) Limited	Hong Kong		100		1,250

	For the nine months ended
	September 30,
	2022			2021
Loss from operations attributable to common stockholders	$	(4,870,760	)	$	(4,732,412	)

Basic and diluted (loss) earnings per share denominator:
Original Shares at the beginning:		35,581,930			11,809,930
Additions from Actual Events -issuance of common stock for cash		11,680,147			5,016,850
Additions from Actual Events – issuance of common stock for acquisition		4,852,941			6,054,945
Additions from Actual Events – issuance of common stock for investment		3,220,588			-
Additions from Actual Events – issuance of common stock for stock compensation		-			201,231
Basic Weighted Average Shares Outstanding		55,335,606			23,082,956

(Loss) income per common shareholders - Basic and diluted	$	(0.09	)	$	(0.21	)
Basic and diluted weighted average shares outstanding		55,335,606			23,082,956

Twelve months ended December 31,	Operating lease amount
2022		100,477
2023		133,970
Total lease payment		234,447
Less: interest		(34,011	)
Present value of lease liabilities	$	200,436

Segment reporting	09/30/2022		12/31/2021
Fast Approach and Shanghai Shuning	$	353,024	$	387,145
Xianning Bozhuang		9,706,224		10,987,674
Jingshan Sanhe		5,152,501		6,069,282
Anhui Ansheng		14,060,947		17,298,525
Jilin Chuangyuan		14,068,042		16,386,168
Jiayi Technologies (Xianning) Co., Ltd.		10,069,170		12,378,147
Shandong Yunchu		4,829,124		4,094,723
Allinyson		258,815		-
Planet Green Holdings Corporation		37,102,869		16,413,420
Promising Prospect HK Limited.		1,987,276		2,000,496
Total Assets	$	97,587,992	$	86,015,580

	Nine months ended						Increase /			Increase /
	September 30,						Decrease			Decrease
(In Thousands of USD)	2022			2021			($)			(%)
Net revenues		37,788			15,597			22,191			142
Cost of revenues		35,185			13,750			21,435			156
Gross profit		2,603			1,847			756			41
Operating expenses:
Selling and marketing expenses		1,497			974			523			54
General and administrative expenses		5,657			5,905			(248	)		(4	)
Research & Developing expenses		151			-			151			N/A
Operating income (loss)		(4,702	)		(5,032	)		330			(7	)
Interest income (expense)		(479	)		(343	)		(136	)		40
Other income (expense)		304			316			(12	)		(4	)
(Loss) income before tax		(4,877	)		(5,059	)		182			(4	)
Income tax expense/(income)		(175	)		-			(175	)		N/A
Net (loss) income		(5,052	)		(5,059	)		7			-