UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
WASHINGTON, DC 20549

SCHEDULE_____________________

Schedule 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION_____________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Check the appropriate box:

AMERICAN LORAIN CORPORATIONPLANET GREEN HOLDINGS CORP.

(Name of Registrant as Specified in itsIn Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

PLANET GREEN HOLDINGS CORP.
130-30 31st Ave, Suite 512
Flushing, NY 11354

November 17, 2017To the Stockholders of Planet Green Holdings Corp.:

Dear Stockholder:You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Planet Green Holdings Corp. (“we,” “us,” “our,” or the “Company”) which will be held at 130-30 31st Ave, Suite 512, Flushing, NY 11354, on October 12, 2023 at 10:00 a.m. Eastern Time.

On behalfAt the Annual Meeting, our stockholders will be asked to consider and vote upon the following proposals:

•        to elect five directors to serve as members of the Board of Directors to hold office until the next annual meeting of American Lorain Corporation, I invite you stockholders or until their respective successors have been elected and qualified;

•        to attend our 2017 Annual Meeting of Stockholders (“Annual Meeting”). We hope you can join us. The Annual Meeting will be held at our corporate offices located at Beihuan Zhong Road, Junan County, Shandong, People’s Republic of China, 276600, on December 27, 2017 at 10:00 a.m. China Standard Time. The Notice of Annual Meeting of Stockholders, the Proxy Statement, proxy card and our 2016 Annual Report accompany this letter.

At the Annual Meeting, we will report on important activities and accomplishments of the Company and review the Company’s financial performance and business operations. You will have an opportunity to ask questions and gain an up-to-date perspective on the Company and its activities, and to meet certain directors and key executives of the Company. As discussed in the enclosed Proxy Statement, the Annual Meeting will also be devoted to the election of directors, and the ratification ofratify the appointment of YCM CPA, Inc. as our independent registered public accounting firm and any other business matters properly brought beforefor the fiscal year ending December 31, 2023;

•        To approve the adjournment of the Annual Meeting.Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve any of the foregoing proposals

Each of these proposals is more fully described in the accompanying proxy statement.

We know that many ofare providing this proxy statement and accompanying proxy card to our stockholders willin connection with the solicitation of proxies to be unable to attend the Annual Meeting. We are soliciting proxies so that each stockholder has an opportunity to vote on all matters that are scheduled to come before the stockholders at the Annual Meeting. Whether or not you plan to attend, please take the time now to read the Proxy Statement and vote and submit your proxy by signing, dating and returning your proxy card promptly in the enclosed postage paid envelope. You may revoke your proxy at any time before it is exercised. Regardless of the number of Company shares you own, your presence in person or by proxy is important for quorum purposes and your vote is important for proper corporate action.

Thank you for your continuing interest in American Lorain Corporation. We look forward to seeing you at our Annual Meeting.

American Lorain Corporation
Beihuan Zhong Road
Junan County
Shandong, China 276600
Tel: (+86) 539-7317959

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on December 27, 2017

Dear Stockholder,

Notice is hereby given that the 2017 Annual Meeting of Stockholders of American Lorain Corporation (“Annual Meeting”), a Nevada corporation (the “Company”), will be held at our corporate offices located at Beihuan Zhong Road, Junan County, Shandong, People’s Republic of China, 276600, on December 27, 2017 at 10:00 a.m. China Standard Time, for the following purposes:

The Board of Directors has fixed the close of business on November 27, 2017, as the record date for determining the stockholders entitled to notice of, and to votevoted at the Annual Meeting orand at any adjournments thereof. For a period of 10 days prior to the Annual Meeting, a list of stockholders will be kept at our corporate offices and shall be available for inspection by stockholders during usual business hours. A stockholders list will also be available for inspection at the Annual Meeting.

Your attention is directed to the accompanying Proxy Statement for further information regarding each proposal to be made.

STOCKHOLDERS UNABLE TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY AND MAIL IT IN THE ENCLOSED STAMPED, SELF-ADDRESSED ENVELOPE AS PROMPTLY AS POSSIBLE. IF YOU SIGN AND RETURN YOUR PROXY WITHOUT SPECIFYING YOUR CHOICES IT WILL BE UNDERSTOOD THAT YOU WISH TO HAVE YOUR SHARES VOTED IN ACCORDANCE WITH THE DIRECTORS’ RECOMMENDATIONS. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY, IF YOU DESIRE, REVOKE YOUR PROXY AND VOTE IN PERSON.

Date: November 17, 2017

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF MATERIALS:

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to be Held on December 27,2017.

Stockholders may view this proxy statement, our form of proxy and our 2016 Annual Report
to Stockholders over the Internet by accessing our website at
http://www.usalr.cn/

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American Lorain Corporation
Beihuan Zhong Road
Junan County
Shandong, China 276600
Tel: (+86) 539-7317959

PROXY STATEMENT
2017 ANNUAL MEETING OF STOCKHOLDERS

The Board of Directors of American Lorain Corporation, a Nevada corporation, seeks your proxy for use at our 2017 Annual Meeting of Stockholders (or any adjournment, postponement or rescheduling thereof) to be held on December 27, 2017, at 10:00 a.m. China Standard Time. Our Annual Meeting will be held at our corporate offices located at Beihuan Zhong Road, Junan County, Shandong, People’s Republic of China, 276600. The approximate date on which this Proxy Statement and the accompanying proxy card are first being sent or given to stockholders is November 28, 2017. Unless the context requires otherwise, references to the “Company,” “we,” “us” or “our” in this proxy statement refer to American Lorain Corporation and its subsidiaries.

QUESTIONS AND ANSWERS

The following is qualified in its entirety by the more detailed information contained in this proxy statement. The following questions and answers are provided for your convenience and briefly address some commonly asked questions about the annual meeting. These questions and answers may not address all questions that may be important to you as a stockholder. Stockholders are urged to carefully read this proxy statement in its entirety.

WHAT AM I VOTING UPON?

At the Annual Meeting, stockholders will be asked to take action:

WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?

Only holders of record of our common stock at the close of business on November 27, 2017, the record date, will receive notice of, and be entitled to vote at, our Annual Meeting. At the close of business on November 16, 2017, approximately 38,274,490 shares of common stock, par value $0.001 per share, were outstanding and entitled to vote. We expect the same number of shares to be outstanding as of the record date. Our common stock is our only class of outstanding voting securities.

Stockholder of Record: Shares Registered in Your Name

If, on November 27, 2017, your shares were registered directly in your name with our transfer agent, Interwest Transfer Company, Inc., then you are a stockholder of record. As a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to read this proxy statement carefully. The Annual Meeting is intended to meet any and all requirements of the NYSE American with respect to annual meeting for our fiscal year 2023.

After careful consideration, considering all relevant factors, including the recommendation of the audit committee of the Board, our Board unanimously recommends that our stockholders vote FOR all of the proposals presented to our stockholders in the accompanying proxy statement.

Only holders of the Company’s common stock at the close of business on August 15, 2023 will be entitled to notice of, and to vote at, the Annual Meeting or at any adjournment or postponement thereof.

Stockholders may vote electronically or by mail in accordance with the following:

VOTE BY INTERNET — www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. October 11, 2023 Eastern Time. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE — 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. October 11, 2023 Eastern Time. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Your vote is very important. If you are a registered stockholder, please vote your shares as soon as possible by completing, signing, dating and returning the enclosed proxy card to ensure your vote is counted. By returning a properly signed and dated proxy card,in the postage-paid envelope provided. If you are authorizing the individuals listed on the proxy card to votehold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Annual Meeting.

Thank you for your support and continued interest in our Company.

PLANET GREEN HOLDINGS CORP.
130-30 31st Ave, Suite 512
Flushing, NY 11354

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 12, 2023

To the Stockholders of Planet Green Holdings Corp.:

NOTICE IS HEREBY GIVEN that an Annual Meeting of stockholders (the “Annual Meeting”) of Planet Green Holdings Corp., a Nevada corporation (“we,” “us,” “our” or the “Company”), will be held at 130-30 31st Ave, Suite 512 Flushing, NY 11354, on October 12, 2023 at 10:00 a.m. Eastern Time, and at any reconvened meeting following any adjournment or postponement of the Annual Meeting.

You are cordially invited to attend the Annual Meeting for the following purposes:

•        The Director Election Proposal — to consider and vote upon a proposal to elect five directors to serve as members of the Board of Directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified;

•        The Auditor Ratification Proposal — to ratify the appointment of YCM CPA, Inc. as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and

•        To approve the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve any of the foregoing proposals.

The notice, this proxy statement and the form of proxy enclosed are being first sent to our stockholders on or about August 29, 2023. Your proxy is revocable in accordance with your instructions.

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Beneficial Owner: Shares Registeredthe procedures set forth in the Nameproxy statement.

Only holders of the Company’s common stock at the close of business on August 15, 2023 will be entitled to notice of, and to vote at, the Annual Meeting or at any adjournment or postponement thereof.

Your attention is directed to the proxy statement accompanying this notice for a Broker, Bankmore complete description of each of the proposals. We encourage you to read this proxy statement carefully. If you have any questions or Agent

If, on November 27, 2017,need assistance voting your shares, please call Ms. Lili Hu, our Chief Financial Officer, at (718) 799-0380, or our transfer agent, Empire Stock Transfer, Inc. at (702) 818-5898.

Flushing, NY
August 29, 2023

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Annual Meeting. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement, including the annexes and the other documents referred to herein.

Q:     Why did I receive this proxy statement?

A:     This proxy statement is being provided to you in connection with our Board’s solicitation of proxies for use at the Annual Meeting. As a holder of our common stock as of the close of business on August 15, 2023 (the “Record Date”), you are invited to attend the Annual Meeting and to vote in person or by proxy on the proposals described in this proxy statement.

Q:     What is being voted on at the Annual Meeting?

A:     Our Board is soliciting your vote for the following proposals to be voted on at the Annual Meeting:

•        The Director Election Proposal — To consider and vote upon a proposal to elect five directors to serve as members of the Board of Directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified;

•        The Auditor Ratification Proposal — To ratify the appointment of YCM CPA, Inc. as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and

•        The Adjournment Proposal — To approve the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve any of the foregoing proposals.

Q:     Who is entitled to vote at the Annual Meeting?

A:     Holders of common stock as of the Record Date will be entitled to notice of, and to vote at, the Annual Meeting or any reconvened meeting following any adjournment or postponement of the Annual Meeting.

Q:     Do I have dissenters’ rights of appraisal?

A:     The Nevada Revised Statutes do not provide dissenters’ rights of appraisal to the Company’s stockholders in connection with any of the proposals herein.

Q:     How many votes do I have?

A:     On the Record Date, there were 72,081,930 shares of common stock issued and outstanding. Each stockholder is entitled to one vote for each outstanding share of common stock held notas of the Record Date.

Q:     What is the difference between holding shares of common stock as a holder of record and as a beneficial owner?

A:     If your shares are registered directly in your name but ratherwith our transfer agent, Empire Stock Transfer, Inc., you are considered, with respect to those shares, the “stockholder of record.” If you are a stockholder of record, the Company sent this proxy statement and a proxy card directly to you.

If your shares are held in ana stock brokerage account ator by a bank brokerage firm, or other agent or nominee, then you are considered the beneficial owner“beneficial owner” of shares held in “street name” and thesename.” If you hold shares in street name, this proxy materials are beingstatement has been forwarded to you by that organization. The organization holding your accountbank, broker or other nominee who is considered, with respect to those shares, the stockholder of record for purposes of voting atrecord. As the Annual Meeting. As a beneficial owner, you have the right to direct your bank, broker or other agent or nominee on how to vote your shares by using the sharesvoting instruction card included in your account. You are also invited to attend the Annual Meeting. However, since you aremailing or by following their instructions for voting by telephone, fax, or over the Internet, if they offer that alternative. As a beneficial owner is not thea stockholder of record, you may not vote yourthese shares in person at the meetingAnnual Meeting unless you request and obtain a power of attorney or other proxy authority“legal proxy” from yourthe bank, broker or other agent or nominee and bring itthat holds your shares, giving you the right to ourvote the shares at the Annual Meeting.

Q:     What is the quorum required for the Annual Meeting?

A:     Holders of stockholders is necessary to hold a valid meeting. The presence,majority in person or by proxy,voting power of the holders of at least a majority of theCompany’s common stock issued and outstanding shares of common stockand entitled to vote at the Annual Meeting, willpresent in person or represented by proxy, constitute a quorum. In the absence of a quorum, fora majority of our stockholders, present in person or represented by proxy, will have the transactionpower to adjourn the Annual Meeting. As of businessthe Record Date, 36,040,966 shares of our common stock would be required to achieve a quorum.

Q:     How do I vote?

A:     You may vote using any of the following methods:

•        Proxy card or voting instruction card.    Be sure to complete, sign and date the card and return it in the prepaid envelope.

•        By telephone, fax, or over the Internet.    This is allowed if you hold shares in street name and your bank, broker or other nominee offers those alternatives. Although most banks, brokers and other nominees offer these voting alternatives, availability and specific procedures vary.

•        In person at the Annual Meeting.    OnAll stockholders may vote in person at the record date, there are approximately 38,274,490 shares of common stock outstanding and entitled to vote. Thus, at least 19,137,246 shares mustAnnual Meeting. You may also be represented by stockholders presentanother person at the meetingAnnual Meeting by executing a proper proxy designating that person. If you hold shares in street name, you must obtain a legal proxy from your bank, broker or other nominee and present it to the inspector of election with your ballot when you vote at the Annual Meeting.

Stockholders may vote electronically or by mail in accordance with the following:

VOTE BY INTERNET — www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. October 11, 2023 Eastern Time. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE — 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. October 11, 2023 Eastern Time. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Q:     Can I change my vote after I have voted?

A:     You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. You may vote again on a quorum.

Your shareslater date by signing and returning a new proxy card or voting instruction form with a later date, or by attending the Annual Meeting and voting in person. Mere attendance at the Annual Meeting will be counted towards the quorum only if you submit a validnot automatically revoke your proxy (or one is submitted on your behalf by your broker, bank or other nominee) or ifunless you vote in person at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.

WHAT ARE THE VOTING RIGHTS OF THE HOLDERS OF OUR COMMON STOCK?

In deciding all matters, a holder of common stock on the record date will be entitled to cast one vote for each share of common stock registered in that holder’s name, on each matter to be voted upon at the Annual Meeting.

HOW ARE VOTES COUNTED AND HOW ARE BROKER NON−VOTES TREATED?

Votes will be counted by the inspector of election appointed for the Annual Meeting whoor specifically request in writing that your prior proxy be revoked.

Q:     What happens if I do not give specific voting instructions?

A:     If you do not vote your shares held of record (registered directly in your name, not in the name of a bank or broker), your shares will separately count “For” votes, “Against” votes, abstentions, withheld votes and broker non-votes. Votes withheld, broker non-votes and abstentions are deemed as “present” at the Annual Meeting and are counted for quorum purposes.not be voted.

If you hold shares in your name and you sign and return a proxy card without giving specific voting instructions,do not vote your shares held beneficially in street name with a broker, your broker will not be voted as recommended by our Board of Directorsauthorized to vote on allnon-routine matters. The Director Election Proposal is considered non-routine matters, and astherefore brokers cannot exercise discretionary authority regarding these proposals for beneficial owners who have not returned proxies to the proxy holder may determine in his/her discretion with respect to any other matters properly presented for a vote before the Annual Meeting.

If you hold your shares through a stockbroker, bank or other nominee and you do not provide instructions on how to vote, your stockbroker or other nominee may exercise their discretionary voting power with respect to certain proposals that arebrokers (so-called “broker non-votes”). The Auditor Ratification Proposal is considered as “routine” matters. For example, Proposal 2 - ratification of the appointment of WWC., P.C. as our independent registered public accounting firm is commonly considered as a routine matter, and thustherefore brokers can exercise discretionary authority regarding this proposal for beneficial owners who have not returned proxies to the brokers. If your stockbroker, bank or other nominee may exercise their discretionary voting power with respect to Proposal 2. If the organization that holds your shares doesbroker is not receive instructions from you on howable to vote your shares, on a non-routine matter, the organization that holds your sharesthey will inform us that it does not have the authority to vote on these matters with respect to your shares. This is generally referred to as aconstitute “broker non-vote.non-votes,” When the vote is tabulated for any particular matter, broker non-votes will bewhich are counted for purposes of determining whether a quorum is present, but will not otherwise be counted. In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to Proposal 1 - the election of a director to our Board of Directors. We encourage you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in the notice.

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WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?

Proposal No. 1, the election of five directors, requires a plurality of the votes cast to elect a director. The five nominees receiving the most “For” votes (among votes properly cast in person or by proxy) will be elected. Only votes “For” will affect the outcome. Withheld votes or broker non-votes, will not affect the outcome of the vote on Proposal No. 1.

Proposal No. 2 to ratify the appointment of WWC., P.C. as our independent registered public accounting firm will be approved if there is a quorum and the votes cast “FOR” the proposal exceeds those cast against the proposal.

Abstentions and broker non-votes will be treated as shares that are present, or represented and entitled to vote for purposes of determining the presence of a quorum, but otherwise do not affect the outcome of the foregoing matters being voted on at the Annual Meeting.

Q:     What vote is required to approve each proposal?

A:     The proposal to elect five directors to serve as members of the Board of Directors to hold office until the next annual meeting. Abstentionsmeeting of stockholders or until their respective successors have been elected and qualified requires the affirmative vote of a plurality of the votes cast by shares represented in person or proxy and entitled to vote for the election of directors. This means that the five nominees receiving the most votes will be elected. You may vote “FOR” all of the nominees or your vote may be “WITHHELD” with respect to one or more of the nominees. Votes withheld as to this proposal will not affect the election of the candidates that receive the plurality of the vote.

The proposal for the ratification of the appointment of YCM CPA, Inc. as our independent registered public accounting firm for the fiscal year ending December 31, 2023 requires the affirmative “FOR” votes of a majority of the votes cast on this proposal.

Q:     How are abstentions and broker non-votes treated?

A:     For the purpose of determining whether our stockholders have approved a proposal, with respect to the Director Election Proposal and the Auditor Ratification Proposal, abstentions and broker non-votes will have no effect on the outcome of these proposals.

Q:     Is my vote confidential?

A:     We will handle proxy instructions, ballots and voting tabulations that identify individual stockholders in a manner that protects your voting privacy. Your vote will not be counted in determiningdisclosed within or outside our Company, except:

•        as necessary to meet applicable legal requirements;

•        to allow for the numbertabulation and certification of votes cast in connection with any matter presented atvotes; and

•        to facilitate a successful proxy solicitation.

Q:     Where can I find the annual meeting. Broker non-votes will not be counted as a vote cast on any matter presented at the annual meeting.

WHO CONDUCTS THE PROXY SOLICITATION AND HOW MUCH DOES IT COST?

We are soliciting the proxies and will bear the entire cost of this solicitation, including the preparation, assembly, printing and mailing of this Proxy Statement and any additional materials furnished to our stockholders. Copies of solicitation material will be furnished to banks, brokerage houses and other agents holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to these beneficial owners. In addition, if asked, we will reimburse these persons for their reasonable expenses in forwarding the solicitation material to the beneficial owners. We have requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares they hold of record. The original solicitation of proxies by mail may be supplemented by telephone, fax, Internet and personal solicitation by our directors, officers or other employees. Directors, officers and employees will not be paid any additional compensation for soliciting proxies.

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By casting your vote by proxy, you are authorizing the individuals listed on the proxy card to vote your shares in accordance with your instructions. While we are not presently aware of any matters (other than procedural matters), which will be brought before the Annual Meeting and which are not reflected in the attached noticevoting results of the Annual Meeting, if any other matter is properly presented at the meeting, the individuals named on your proxy card will vote your shares using their discretion.Meeting?

If you are a beneficial owner of shares registered in the name of your bank, broker or other agent or nominee, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the Proxy Card to ensure that your vote is counted. If you did not receive a proxy card, please follow the instructions from your bank, broker or other agent or nominee included with these proxy materials, or contact your bank, broker or other agent or nominee to request a Proxy Card.

WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?

If you receive more than one proxy card from us or your bank, this usually means that your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.

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HAS THE BOARD OF DIRECTORS MADE A RECOMMENDATION REGARDING THE MATTERS TO BE ACTED UPON AT THE ANNUAL MEETING?

Yes. Our Board of Directors recommends that you cast your vote:

CAN I CHANGE MY VOTE?

Yes. You may revoke your proxy by doing any of the following:

American Lorain Corporation
Beihuan Zhong Road
Junan County
Shandong, China 276600

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

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HOW CAN I FIND OUT THE RESULTS OF THE VOTING AT THE ANNUAL MEETING?

PreliminaryA:     The preliminary voting results willmay be announced at the Annual Meeting. FinalThe final voting results will be publishedtallied by the inspector of election for the Annual Meeting and announced in our current reporta Current Report on Form 8-K within four business days following8-K as soon as practicable after the inspector of election tallies the final voting results.

Q:     Who is paying the cost of this proxy solicitation?

A:     We are paying the cost of soliciting proxies. We may retain a proxy solicitation firm to assist us in soliciting proxies for a nominal fee plus reasonable out-of-pocket expenses. We must pay brokerage firms and other persons representing beneficial owners of shares of common stock their reasonable out-of-pocket expenses incurred in forwarding proxy materials to beneficial owners who specifically request them and obtaining voting instructions from those beneficial owners.

In addition to soliciting proxies by mail, members of our Board and our officers and employees may solicit proxies on our behalf, without additional compensation, personally or by telephone. We may also solicit proxies by email from stockholders who are our employees or who have previously requested electronic receipt of proxy materials.

Q:     What if I have questions for the Company’s transfer agent?

A:     Please contact our transfer agent, at the telephone number or address listed below, with questions concerning stock certificates, transfer of ownership or other matters pertaining to your stock account.

Empire Stock Transfer, Inc.
1859 Whitney Mesa Dr.
Henderson, NV 89014
(702) 818-5898

Q:     Who can help answer my questions?

A:     If you have any questions about the Annual Meeting.Meeting or how to vote or revoke your proxy, please contact us at:

DeliveryPlanet Green Holdings Corp.
130-30 31st Ave, Suite 512
Flushing, NY 11354
Attention: Lili Hu
Telephone:(718) 799-0380

The Securities and Exchange Commission (“SEC”) has adopted rules that allow a company to deliver a single proxy statement or annual report to an address shared by two or more of its stockholders. This method of delivery, known as “householding,” permits us to realize significant cost savings, reduces the amount of duplicate information stockholders receive, and reduces the environmental impact of printing and mailing documents to you. Under this process, certain stockholders will receive only one copy of our proxy materials and, as applicable, any additional proxy materials that are delivered until such time as one or more of these stockholders notifies us that they want to receive separate copies. Any stockholders who object to or wish to begin householding may contact Mr. Yunqiang, Sun, our Chief Financial Officer, orally by telephoning (+86) 539-731-7959, by email atdongshiban@163.com, or in writing to American Lorain Corporation: Beihuan Zhong Road, Junan County, Shandong, China 276600. We will send an individual copy of the proxy statement to any stockholder who revokes their consent to householding within 30 days of our receipt of such revocation.

Interest of Officers and Directors in Matters to Be Acted Upon

None of the Company’s officers or directors has any interest in any of the matters to be acted upon, except to the extent that the directors are named as nominees for election to the Board of Directors.

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PROPOSAL NO. 1
THE DIRECTOR ELECTION OF DIRECTORS

GeneralPROPOSAL

Our Board currently consists of Directors has the authorityone class of five directors, with all directors elected to fix the number of Board seats and effective as of the date ofserve a one-year term.

At the Annual Meeting, of Stockholders our Board has approved fixing the number of directors at five (5). Directors serve for a term of one (1) year and stand for election at our annual meeting of stockholders. Pursuant to our Bylaws, a majority of directors may appoint a successor to fill any vacancy that occurs on the Board between annual meetings.

At the Meeting, stockholders will beare being asked to elect the nominees for director listed below.

Nominees for Director

The nominees for director have consented to being named as nominees in this Proxy Statement and have agreedfive directors to serve as directors, if elected. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the five (5) nominees named below. Themembers of our Board of Directors has no reason to believe that any of the nominees will be unavailable for election. The Directors who are elected shall hold office until the next Annual Meetingannual meeting of Stockholdersstockholders or until their earlier death, resignation or removal, or until theirrespective successors arehave been elected and qualified.

Bin Zhou, Lili Hu, Luojie Pu, King Fai Leung and Yang Cao are the nominees of directors of the Company who are standing for re-election at the Annual Meeting.

The table below sets forth the name, age and position of each nominee for director.

The following sets forth the persons nominated by the Board of Directors for election and certain information with respect to those individuals:regarding each nominee:

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Biographies

MR. SI CHEN.Mr. Chen became our chief executive officer and director in May 2007 upon the completion of our recapitalization, and was also appointed our president in September 2009. Mr. Chen founded Shandong Lorain, our first subsidiary, in 1994, and served as the chairman of our subsidiaries since that time. Mr. Chen earned an associate degree from Linyi Normal University. Mr. Chen has been our Company’s founder and Chairman and Chief Executive Officer since inception. He is the individual most familiar with our business and industry, including the regulatory structure and other industry-specific matters, as well as being most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy.

MR. YIMIN JIN.Mr. Jin was appointed as our Chief Strategic Officer and was elected as a member of our Board of Directors effective November 8, 2017. Mr.Jin has extensive experiences in investment and financing industry, especially in the M&A world. From 1995 to 2001, Mr. Jin served as the General Manager in Shanghai Pudong Development Bank, and from 2001-2017, Mr. Jin served as the Managing Director of Shanghai Xiefeng Science and Technology Investment Co., Ltd. Mr. Jin received his college diploma from Shanghai Shanda College in 1993 and received his Bachelor of Finance degree from Shanghai Television University in 1998. Mr. Jin obtained his MSBA degree from Madonna University in 2001.

MR. MAOQUAN WEI.Mr. Wei, whoBin Zhou has served as a member of our Board of Directors and as a member of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee since 2008, is a retired government official who held various positions in the government of Junan County, Shandong Province, China from 1987 to 2003, during which time Mr. Wei was responsible for overseeing the agricultural development of Junan County in the Shandong Province of China. Most recently, from 1998 to 2003, Mr. Wei was the Chairman of the Political Conservative Conference of Junan County. Mr. Wei also served as the Deputy Secretary of County Committee and Deputy Chairman of Junan County. Mr. Wei has helped lead Junan County to win numerous honors, including Top 100 National Fruit Products County and National Chestnut Base County. Although retired, Mr. Wei’s expertise and experience with the agricultural economy and resources in the countryside is invaluable to our business.

MR. YUGUO ZHANG.Mr. Zhang was appointed as one of our directors of the Board and as a member of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee on November 8, 2017. He has served as the president of Jiangsu Siyuan Port Co, Ltd. from 2014 to 2016. From 2012 to 2014, Mr. Zhang served as the president of Jiangsu Xinmin Port Co., Ltd., and from 2008 to 2012, Mr. Zhang served as the president of Rugao Port Group. Mr. Zhang received his Bachelor of Chinese Language degree from Huadong Normal University in 1991 and obtained his MSBA degree from Madonna University in 1999.

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MR. HONGXIANG YU.Mr. Hongxiang Yu was appointed as a director of the Company since May 2019 and the Chief Executive Officer since October 2019. He has served as chairman of the board of directors of Xianning Bozhuang since March 2019. Mr. Zhou was the general manager and legal representative of Hubei Qianding Equipment Manufacturing Co., Ltd., a mechanical equipment manufacturing company, from March 2016 to March 2019. He also served as supervisor of Hubei Henghao Real Estate Development Co., Ltd., a real estate development company, from April 2014 to June 2018. Mr. Zhou received his Bachelor of Law degree from National Judges College in Beijing, China. We believe Mr. Zhou is well qualified to serve on the Board because of his business and management experience.

Lili Hu has served as a director of the Company since May 2020 and the Chief Financial Officer of the Company since June 2019. She has over ten years of accounting experience. Ms. Hu has served as the financial director of Xianning Bozhuang Tea Products Co., Ltd., a wholly-owned subsidiary of the Company, since July 2018. From June 2016 to June 2018, Ms. Hu worked as an audit project manager with Hubei Puhua Lixin LLP, an audit firm in Hubei, China. From May 2014 to May 2016, Ms. Hu was a financial manager of Houfu Medical Device Co., Ltd., a medical device company in China. From January 2009 to December 2013, Ms. Hu served as the financial director of Hebei Rentian Gaopeng Mechanical Co., Ltd., a manufacturing company in China. From January 2006 to June 2008, Ms. Hu was the Chief Financial Officer of Hubei Hongfa Telecommunications Co., Ltd., a telecommunications company in China. Ms. Hu graduated from Hubei University of Science and Technology with a major in accounting. Ms. Hu is a Certified Public Accountant in China. We believe Ms. Hu is well qualified to serve on the Board because of her extensive finance and management experience.

Luojie Pu has served as a director of the Company since August 2022. Ms. Pu has served as the vice general manager of Jinan Hehui financial software service Co., Ltd. since April 2018. From October 2013 to March 2018, Ms. Pu served as an associate marketing director for Jinan Hengxin Weiye Telecommunication Equipment Co., Ltd. Ms. Pu received her bachelor’s degree in finance from Shandong University in July 2013. We believe Ms. Pu is well qualified to serve on the Board because of her extensive finance and management experience.

King Fai Leung has served as a director of the Company since July 2019. He has over 20 years’ experience in finance and accounting. He has been the executive director of Maxima Energy Limited, an energy company in Hong Kong, since December 2018. Mr. Leung has also served as an independent director since November 2017 and was re-designated in March 2019 as an executive director and Chief Financial Officer of Chineseinvestors.com, Inc., a financial information website for Chinese-speaking investors (OTCQB: CIIX). He has also served as an independent director, chairman of the audit committee and a member of the Audit Committee,remuneration and nomination committee of Daisho Microline Holdings Ltd., a Hong Kong-based investment holding company principally engaged in the Compensation Committee,manufacture and sales of printed circuit boards (HKG: 0567), since June 2015. In addition, Mr. Leung served as directors in various public companies, including Kirin Group Holdings Limited, an investment holding company principally engaged in the Nominating financial related business (HKG: 8109), Biostar Pharmaceuticals, Inc., a pharmaceutical

and Corporate Governance Committeemedical nutrient products company (OTC Pink: BSPM), and Hao Wen Holdings Limited, an investment holding company principally engaged in the manufacture and trading of biomass fuel in China (HKG: 8019). Mr. Leung earned his Bachelor of Commerce in Accounting and Finance from Deakin University in Victoria, Australia. He is a Certified Public Account in both Hong Kong and Australia. We believe Mr. Leung is well qualified to serve on August 25, 2016. Mr. Yu the Board because of his extensive experience and expertise in finance and accounting.

Yang Cao has served as the heada director of the internal auditing department of Hongrun ConstructionCompany since March 2020. She has been practicing commercial law as an attorney with Hubei Kaicheng Law Office since November 2019. Prior to that, she served as a legal counsel to Xianning High-Tech Industrial Zone, a municipal government authority providing infrastructure and resources to high-tech companies, from November 2016 to November 2019. From October 2015 to November 2016, Ms. Cao worked as a compliance officer at Qingdao Inter-Credit Group Co., Ltd.,Wuhan Branch, a company listedbusiness consulting company. Ms. Cao received her LL.B. degree from Hankou College and an LL.M. degree from Central China Normal University. We believe Ms. Cao is well qualified to serve on the Shenzhen Stock Exchange,Board because of her legal and as general manager for Hongrun’s foundation engineering subsidiary from August 2006. In September 2015, Mr. Yu established and has been the Chairman of Shanghai Highlights Asset Management Co., Ltd., a company engaged in assets management and private equity investment in China. Since April 1, 2016, Mr. Yu has also served as the Vice Chairman of Tianjin Dragon Film Limited, a company engaged in investment in film industry including the both upstream and downstream chain of film production business in China. Mr. Yu received his Bachelor degree in International Trade in 2004 from University of Portsmouth and his Master degree in International Human Resources Management in 2006 from University of Portsmouth in U.K.compliance experience.

There are no arrangements or understandings between any of our directors and any other person pursuant to which any director was selected to serve as a director of our company. Directors are elected until their successors are duly elected and qualified. There are no family relationships among ourany of the directors or officers.the executive officers of the Company.

Director Qualifications and Diversity

We seek directors with established strong professional reputations and experience in areas relevant to the strategy and operations of our businesses. We seek directors who possess the qualities of integrity and candor, who have strong analytical skills and who are willing to engage management and each other in a constructive and collaborative fashion. We also seek directors who have the ability and commitment to devote significant time and energy to service on the Board and its committees. We believe that all of our directors meet the foregoing qualifications. We do not have a policy with respect to diversity.

Transactions with Related Persons, Promoters and Certain Control Persons

Certain “related party” transactions involving related persons (excluding executive officer compensation which is determined by the compensation committee) are presented to, reviewed and approved by the audit committee. Related persons include the Company’s directors and executive officers, immediate family members of the directors and executive officers, and security holders who beneficially own five percent or more of our common stock and their respective family members. The transactions subject to such review are those transactions in which the Company was or is to be a participant and the amount involved equals or exceeds $120,000. If the related party involved in a related party transaction is a director of the Company that would normally review such a transaction or a family member of such a director, then that director will not participate in the relevant discussion and review.

Information considered in evaluating such transactions may include: the nature of the related person’s interest in the transaction; the material terms of the transaction; whether the terms of the transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a related party; whether there are business reasons for the Company to enter into the transaction; whether the transaction would impair the independence of an outside director; and whether the transaction would present an improper conflict of interests for any director or executive officer of the Company, taking into account the size of the transaction, the overall financial position of the director, executive officer or related party, the direct or indirect nature of the director’s, executive officer’s or related party’s interest in the transaction and the ongoing nature of any proposed relationship; and any other factors the audit committee deems relevant.

Review, Approval or Ratification of Transactions with Related Persons

Our Board appointed an audit committee consisting of independent directors. This committee, among other duties, is charged to review, and if appropriate, ratify all agreements and transactions which had been entered into with related parties, as well as review and ratify all future related party transactions.

Vote Required

DirectorsIf a quorum is present, directors are elected by a plurality of the votes properly cast, in person or by proxy. If a quorum is present and voting, each ofThis means that the five (5) nominees for whom a plurality of votes is cast will be elected. Our Articleselected if they receive more affirmative votes than any other nominee for the same position. Votes marked “FOR” a nominee will be counted in favor of Incorporation do not permit stockholdersthat nominee. Proxies will have full discretion to cumulate theircast votes for other persons in the election of directors. Shares representedevent any nominee is unable to serve. Failure to vote by executed proxies will be voted, if authorityproxy or to do so is not withheld, forvote in person at the election of the five (5) nominees named below. AbstentionsAnnual Meeting and broker non−votesnon-votes will have no effect on the outcomevote since a plurality of the votes cast is required for the election of directors.each nominee.

Recommendation of the Board of Directors

OURTHE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS ATHAT YOU VOTE FOR
“FOR” THE ELECTION OF ALLEACH OF THE DIRECTORFIVE NOMINEES WHICH IS DESIGNATED ASTO THE BOARD.

THE AUDITOR RATIFICATION PROPOSAL NO. 1.

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PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of theour Board of Directors is responsible for the selection of our independent registered public accounting firm. The Audit Committee has determined to appoint the public accounting firm of WWC., P.C.,YCM CPA, Inc. Certified Public Accountants, as independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2017.2023. Although our Audit Committee is directly responsible for selecting and retaining our independent auditor and even though ratification is not required by our bylaws, the Board of Directors is submitting the selection of WWC., P.C.YCM CPA, Inc. to our stockholders for ratification as a matter of good corporate practice and we are asking our stockholders to approve the appointment of WWC., P.C.YCM CPA, Inc. In the event our stockholders fail to ratify the appointment, the Audit Committee may reconsider this appointment.

The Company has been advised by WWC., P.C.YCM CPA, Inc. that neither the firm nor any of its associates had any relationship with the Company other than the usual relationship that exists between independent registered public accountant firms and their clients during the last fiscal year. ANo representative of WWC., P.C.YCM CPA, Inc., is expected to be present in person or by electronic conferencing at the Annual Meeting, and will be afforded an opportunity to make a statement at the Annual Meeting if the representative desires to do so. It is also expected that such representative will be available at the Annual Meeting to respond to appropriate questions by stockholders.Meeting.

Independent Registered Public Accounting Firm’s Fees

The following table sets forth the aggregate fees billed by YCM CPA, Inc. and WWC, P.C. for audit and non-auditnon-audit services rendered to us in 20162022 and 2015.2021. These fees are categorized as audit fees, audit-relatedaudit-related fees, tax fees, and all other fees. The nature of the services provided in each category is described following the table.

Audit Fees.We paid aggregate fees of approximately $170,000$600,000 and $170,000$665,000 for the fiscal years ended December 31, 201652022 and 2015, respectively,2021 to YCM CPA Inc. and WWC P.CP.C., for professional services rendered by such firmfirms for the audit and review of the financial statements included in our annual report on Form 10-K10-K and for the review of the financial statements included in our quarterly reports on Form 10-Q.10-Q.

Audit-RelatedAudit-Related Fees.We paid aggregate fees to WWC, P.C. of approximately $6,595and $6,595$0 and $0 for the fiscal years ended December 31, 20162022 and 2015, respectively, for travel expenses.2021 to YCM CPA, Inc. and WWC P.C.

Tax Fees.We paid aggregate fees of approximately $5,000$0 and $0 for each of the fiscal years ended December 31, 20162022 and 2015, respectively,2021 to WWC, P.C.YCM CPA, Inc. for professional services rendered for tax compliance, tax advice and tax planning. No tax services were provided by YCM CPA, Inc. and WWC P.C. during such periods.

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All Other Fees.Fees.    We did not pay any fees to YCM CPA, Inc. and WWC P.C. for any other professional services during the fiscal years ended December 31, 20162022 and 2015.2021.

Board of Directors Pre-Approval Policies and Procedures

The Audit Committee has the sole authority to review in advance and grant any pre-approvalspre-approvals of (i) all auditing services to be provided by the independent auditor, (ii) all significant non-auditnon-audit services to be provided by the independent auditors as permitted by Section 10A of the Exchange Act, and (iii) all fees and the terms of engagement with respect to such services, except that the Audit Committee may delegate the authority to pre-approve non-auditpre-approve non-audit services to one or more of its committee members who will present his decisions to the full Audit Committee at the first meeting following such decision. All audit and non-auditnon-audit services performed by YCM CPA, Inc. and WWC, P.C. during fiscal years 20152022 and 20142021 were pre-approvedpre-approved pursuant to the procedures outlined above. Prior to the establishment of the Audit Committee, all services of the independent auditors were approved by the full board of directors.

Vote Required

The ratification of the appointment of WWC, P.C. as our independent auditor requires the approval by the holdersaffirmative vote of a majority of the sharesvotes cast on the matter is required to ratify the appointment of our common stock issued and outstanding, present in person or voting by proxy.

Recommendation of the Board of Directors

The Board of Directors unanimously recommends a vote FOR ratification of the selection of WWC, P.C.YCM CPA, Inc. as the Company’sour independent registered public accounting firm for the fiscal year 2017.ending December 31, 2023. Abstentions will not affect the outcome of the vote on the proposal.

Recommendation of the Board

THE BOARD OF DIRECTORS EXECUTIVE OFFICERS,UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF YCM CPA, INC. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.

THE ADJOURNMENT PROPOSAL

The adjournment proposal, if adopted, will request the chairman of the Annual Meeting (who has agreed to act accordingly) to adjourn the Annual Meeting to a later date or dates to permit further solicitation of proxies. The adjournment proposal will only be presented to our stockholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Annual Meeting to approve the other proposals in this proxy statement. If the adjournment proposal is not approved by our stockholders, the chairman of the meeting shall not adjourn the Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Meeting to approve any of the other proposals.

Required Vote

If a majority of the shares present in person or by proxy and voting on the matter at the Annual Meeting vote for the adjournment proposal, the chairman of the Annual Meeting will exercise his or her power to adjourn the meeting as set out above.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADJOURNMENT OF THE ANNUAL MEETING TO A LATER DATE OR DATES TO PERMIT
PROMOTERSFURTHER SOLICITATION OF PROXIES.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND CONTROL PERSONSMANAGEMENT

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

The following table sets forth information known to us regarding the nameactual beneficial ownership of our common stock as of the Record Date by (i) each person who is the beneficial owner of more than 5% of the outstanding shares of our common stock and age of(ii) each member of our current executive officers and directors.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

CORPORATE GOVERNANCE

Board Meetings

During the fiscal year ended December 31, 2022, the Board held nine meetings. Each of the current members of the Board attended at least 100% of the meetings held by the Board and any committee of the Board on which he or she was a part of during the time such director served as a member of the Board. We have no written policy regarding director attendance at annual meetings of stockholders.

Director Independence

The Board evaluates the independence of each nominee for election as a director in accordance with the NYSE American Company Guide Rules (the “NYSE American Company Guide Rules”). Pursuant to these rules, a majority of our Board must be “independent directors” within the meaning of the NYSE American Company Guide Rules, and all directors who sit on our Audit Committee and Compensation Committee must also be independent directors.

The NYSE American definition of “independence” includes a series of objective tests, such as the director or director nominee is not, and was not during the last three years, our employee and has not received certain payments from, or engaged in various types of business dealings with, us. In addition, as further required by the NYSE American Company Guide Rules, the Board has made a subjective determination as to each independent director that no relationships exist which, in the opinion of the Board, would interfere with such individual’s exercise of independent judgment in carrying out his or her responsibilities as a director. In making these determinations, the Board reviewed and discussed information provided by the directors with regard to each director’s business and personal activities as they may relate to us and our management.

As a result, the Board has affirmatively determined that other than Bin Zhou and Lili Hu, none of our directors or director nominees has, or will have, a material relationship with the Company. The Board has also affirmatively determined that all members of our board of directors and/or executive officers, the positionsAudit Committee and offices held by each of them with us,Compensation Committee are independent directors.

Audit Committee and the period during which they have served in their respective position. Directors serve until the election and qualification of their successors. There was no arrangement or understanding between any executive officer or director and any other person pursuant to which any person was elected as an executive officer or director. There are no family relationships among our officers, directors, or persons nominated for such positions.Audit Committee Financial Expert

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The biographies of allAudit Committee assists our board in monitoring:

•        our accounting, auditing, and financial reporting processes;

•        the integrity of our directorsfinancial statements;

•        internal controls and procedures designed to promote our compliance with accounting standards and applicable laws and regulations; and

•        the appointment and evaluation of the Board can be found under Proposal 1 - Electionqualifications and independence of Directors.our independent auditors.

MR. YUNQIANG SUN. Mr. Sun has been an accounting manager of Shandong Lorain Co., Ltd. since 2014. From 2009 to 2014, Mr. Yunqiang Sun served as the Chief Financial officer of Shandong Quanrixing Food Co., Ltd. From 2007 to 2009, he served as Account Manager of Shandong Linyi Kaijia Food Co., Ltd. From 1992 to 2007, he served as Chief Financial Officer of Shandong Chunyuan Food Co., Ltd. Mr. Yunqiang holds a degree in Economics from Linyi Trading College.

Our Board of Directors

Our board of directors is comprised of a majority of independent directors as defined under NYSE MKT Company Guide. Messrs. Maoquan Wei, Yuguo ZhangKing Fai Leung, Yang Cao and Hongxiang Yu satisfy the independence requirements established by Section 803(A)(2) of the NYSE MKT Company Guide and also the requirements of Rule 10A-3 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). The board of directors has determined that none of the designated independent directors have any relationship that, under NYSE MKT Company Guide, would preclude their service on any of the standing committees of the board of directors. In making its determination, the board considered transactions and relationships between each director or his immediate family and the Company and its subsidiaries.

We are a smaller reporting company and under the NYSE MKT Company Guide, we are only required to maintain a Board of Directors at least halfLuojie Pu, all of whom are independent directors under SEC rules and an audit committeethe rules of at least twoNYSE American, are currently serving as members comprised solely of independent directors who also meet the requirements of Rule 10A-3 under the Exchange Act.

We have the following board committees: Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Each Board Committee consists entirely of independent and non-employee directors. The Board of Directors has adopted a written charter for each of the committees which is available on the Company’s websitehttp://www.usalr.cn/. Printed copies of each of our committee charters may be obtained, without charge, by contacting American Lorain Corporation, c/o Board of Director Office, Beihuan Zhong Road, Junan County, Shandong, People’s Republic of China, 276600.

Board’s Leadership Role in Risk Oversight

Our chairman of the Board of Directors and Chief Executive Officer isAudit Committee. Mr. Si Chen. The majority of directors are independent and our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are comprised entirely of independent directors. Our Board of Directors is involved in the oversight of risks that could affect the Company. This oversight is conducted primarily through committees of the Board of Directors, but the full Board of Directors retains responsibility for general oversight of risks. The Compensation Committee is responsible for overseeing the management of risks related to the Company’s executive compensation plans and arrangements. The Audit Committee oversees management of financial risks, including risks related to liquidity, credit, operations and regulatory compliance, among others, and the processes in place to monitor and control such exposures. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board of Directors and potential conflicts of interest. Our Board of Directors and its committees have access at all times to the Company’s management to discuss any matters of interest, including those related to risk. We believe that our Board leadership structure enables senior management to communicate identified risks to our Board of Directors and its committees and affords a free flow of communications regarding risk identification and mitigation.

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Meetings of the Board of Directors

During the fiscal year 2016, our board held five meetings. We do not have a policy with regard to Board members’ attendance at annual meetings of stockholders. All directors attended our 2016 Annual Meeting of Stockholders.

Executive Sessions

The Board also encourages our independent directors to meet in executive sessions without our management. The independent directors met twice in executive session during fiscal year 2016.

Audit Committee

Our board of directors has established an Audit Committee in accordance with Section 3(a)(58)(A) of the Exchange Act which, during fiscal year 2016, consists of the following independent directors: Messrs. Yuguo Zhang, Hongxiang Yu, and Maoquan Wei. Mr. YuLeung is the chairman of the Audit Committee and is our audit committee financial expert.

Each member Following the Annual Meeting, if the stockholders vote in favor of the Board’s recommendation, King Fai Leung, Yang Cao and Luojie Pu will serve as members of the Audit Committee meetsCommittee. Mr. King Fai Leung will continue to serve as the independence criteria prescribed by Rule 10A-3 under the Exchange Act, and each constitutes an “independent director” as defined in Section 803(A)(2)chairman of the NYSE MKT Company Guide.Audit Committee.

The Audit Committee assistshas adopted a written charter, a copy of which is available on our board in monitoring:

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website on the Corporate Governance page under the Investor link at www.planetgreenholdings.com, and a printed copy of which is available to any stockholder requesting a copy by writing to: Planet Green Holdings Corp., c/o Board of Director Office, 130-30 31st Ave, Suite 512, Flushing, NY 11354. During the fiscal year 2016,ended December 31, 2022, our Audit Committee held four meetings.

Compensation Committee

The functions of the Compensation Committee are as follows:

•        to assist our board in discharging its responsibilities with respect to compensation of our executive officers and directors;

•        to evaluate the performance of our executive officers;

•        to assist our board in developing succession plans for executive officers; and

•        to administer our stock and incentive compensation plans and recommend changes in such plans to our board as needed.

The current members of the Compensation Committee are Messrs. Zhang, YuLuojie Pu, King Fai Leung and Wei. Mr. ZhangYang Cao. Ms. Pu is the chairmanchairperson of the Compensation Committee. Following the Annual Meeting, if the stockholders vote in favor of the Board’s recommendation, Luojie Pu, King Fai Leung and Yang Cao will serve as members of the Compensation Committee. Luojie Pu will serve as the chairperson of the Compensation Committee.

All current members of the Compensation Committee are independent directors, and all past members were independent directors at all times during their service on such Committee. None of the past or present members of our Compensation Committee are present or past employees or officers of the Company or any of our subsidiaries. No member of the Compensation Committee has had any relationship with us requiring disclosure under Item 404 of Regulation S-K.S-K. None of our executive officers serves on the board of directorsBoard or compensation committee of a company that has an executive officer that serves on our Board of Directors or Compensation Committee.

The Compensation Committee may not delegate its responsibilities to another committee, individual director or member of management.

The Compensation Committee meets on an annual basis and holds special meetings as needed. The Compensation Committee meetings may be called by the Committee chairman,chairperson, the Chairman of the Board of Directors or a majority of Committeecommittee members. The Chief Executive Officer and Chief Financial Officer also provide recommendations to the Compensation Committee relating to compensation of other executive officers. The Compensation Committee held two meetingsone meeting in fiscal year 2016.ended December 31, 2022.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee assists the Board of Directors in identifying individuals qualified to become our directors and in determining the composition of the Board of Directors and its committees. The Nominating and Corporate Governance Committee is responsible for, among other things:

18•        to make recommendations to the Board with respect to the size and composition of the Board;

•        to make recommendations to the Board on the minimum qualifications and standards for director nominees and the selection criteria for the Board members;

•        to review the qualifications of potential candidates for the Board;

•        to make recommendations to the Board on nominees to be elected at the Annual Meeting of stockholders; and

•        to seek and identify a qualified director nominee, in the event that a director vacancy occurs, to be recommended to the Board for either appointment by the Board to serve the remainder of the term of a director position that is vacant or election at the Annual Meeting of the stockholders.

The current members of the Nominating and Corporate Governance Committee are Messrs. Zhang, YuYang Cao, Luojie Pu and Wei. Mr. WeiKing Fai Leung. Ms. Yang Cao is the chairmanchairperson of the CompensationNominating and Corporate Governance Committee. Following the Annual Meeting, if the stockholders vote in favor of the Board’s recommendation, Yang Cao, Luojie Pu and King Fai Leung will serve as members of the Nominating and Corporate Governance Committee. Ms. Cao will continue to serve as the chairperson of the Nominating and Corporate Governance Committee.

During the fiscal year 2016,ended December 31, 2022, our Nominating and Corporate Governance Committee held two meetings.one meeting.

Board Leadership Structure

Mr. Bin Zhou currently holds both the positions of Chief Executive Officer and Chairman of the Board. The board of directors believes that Mr. Zhou’s service as both Chief Executive Officer and Chairman of the Board has been in the best interests of the Company and its stockholders. Mr. Zhou possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company and its business and is thus best positioned to develop agendas that ensure that the board’s time and attention are focused on the most critical matters. His combined role enables decisive leadership, ensures clear accountability, and enhances the Company’s ability to communicate its message and strategy clearly and consistently to the Company’s stockholders, employees, customers and suppliers.

We do not have a lead independent director because of the foregoing reasons and also because we believe our independent directors are encouraged to freely voice their opinions on our relatively small company board. We believe this leadership structure is appropriate because we are a smaller reporting company that recently became listed on a public exchange; as such, we have deemed it appropriate to be able to benefit from the guidance of Mr. Zhou as both our Chief Executive Officer and Chairman of the Board.

Board Role in Risk Oversight

Senior management is responsible for Director

Shareholders may propose candidatesassessing and managing our various exposures to risk on a day-today basis, including the creation of appropriate risk management programs and policies. The Board is responsible for board membership by writingoverseeing management in the execution of its responsibilities and for assessing our approach to American Lorain Corporation, c/o Boardrisk management. In addition, an overall review of Director Office, Beihuan Zhong Road, Junan County, Shandong, People’s Republic of China, 276600. Any such proposal must containrisk is inherent in the name, holdingsBoard’s consideration of our securitieslong-term strategies and contact information ofin the person making the nomination, the candidate’s name, addresstransactions and other contact information, any direct or indirect holdings of our securities by the nominee, any information requiredmatters presented to be disclosed about directors under applicable securities laws and/or stock exchange requirements, information regarding related party transactions with our company and/or the stockholder submitting the nomination; any actual or potential conflicts of interest, the nominee’s biographical data, current public and private company affiliations, employment history and qualifications and status as “independent” under applicable securities laws and stock exchange requirements. Nominees proposed by stockholders will receive the same consideration as other nominees.

Communications with the Board, of Directorsincluding capital expenditures, acquisitions and divestitures, and financial matters.

The Company has a process for stockholders and other interested parties who wish to communicate with the Board of Directors. Stockholders and other interested parties who wish to communicate with the Board of Directors may contact our Board of Directors, or specific members of our Board of Directors, by writing to: American Lorain Corporation, c/o Board of Director Office, Beihuan Zhong Road, Junan County, Shandong, People’s Republic of China, 276600.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of our common stock to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission, which we also refer to throughout this report as the SEC. Based solely on our review of the copies of such forms furnished to us and written representations from our executive officers, directors and such beneficial owners, we believe that all filing requirements of Section 16(a) of the Exchange Act were timely complied with during the fiscal year ended December 31, 2016, except for except for Mr. Si Chen did not file on time the Form 4 after DEG acquired 10,794,066 shares from him upon foreclosure of share pledge on September 7, 2016.

Code of Ethics

Our Board of Directors adopted a Code of Ethics that applies to all of our directors, executive officers, including our principal executive officer, principal financial officer and principal accounting officer, and employees. The Code of Ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code. The Code of Ethics is available on the Corporate Governance page of our website under the Investor link athttp://www.usalr.cn/www.planetgreenholdings.com, and a copy of the Code of Ethics is available to any shareholderstockholder requesting a copy by writing to: American Lorain Corporation,Planet Green Holdings Corp., c/o Board of Director Office, Beihuan Zhong Road, Junan County, Shandong, China 276600.130-30 31st Ave, Suite 512, Flushing, NY 11354. We intend to disclose on our website, in accordance with all applicable laws and regulations, amendments to, or waivers from, our Code of Ethics.

Stockholder Communications with the Board

Stockholders who wish to do so may communicate directly with the Board or specified individual directors by writing to:

Board of Directors (or name of individual director)
Planet Green Holdings Corp.
130-30 31st Ave, Suite 512,
Flushing, NY 11354

We will forward all communications from security holders and interested parties to the full Board, to non-management directors, to an individual director that is most closely related to the subject matter of the communication, except for the following types of communications: (i) communications that advocate that we engage in illegal activity; (ii) communications that, under community standards, contain offensive or abusive content; (iii) communications that have no relevance to our business or operations; and (iv) mass mailings, solicitations and advertisements. The corporate secretary will determine when a communication is not to be forwarded. Our acceptance and forwarding of communications to directors does not imply that directors owe or assume any fiduciary duties to persons submitting the communications.

REPORT OF THE AUDIT COMMITTEE

The members of the Audit Committee have been appointed by the Board of Directors.Board. The Audit Committee consists solely of independent directors, as defined by NYSE MKTAmerican Company Guide. The Audit Committee operates under a written charter to assure continued compliance with SEC and NYSE MKTAmerican Company Guide enacted in response to requirements of the Sarbanes-OxleySarbanes-Oxley Act.

The Audit Committee assists the Board of Directors in monitoring the integrity of our financial statements, the independent registered public accounting firm’s qualifications and independence, the performance of the independent registered public accounting firm, and our compliance with legal and regulatory requirements. Management is responsible for our internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of our financial statements in accordance with generally accepted auditing standards and for issuing a report on those financial statements. The Audit Committee monitors and oversees these processes.

In this context, the Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 20162022 with management and with WWC., P.C.YCM CPA, Inc., our independent registered public accounting firm. The Audit Committee has discussed with WWC., P.CYCM CPA, Inc. the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communications with Audit Committees) as adopted by The Public Company Accounting Oversight Board in Rule 3200T, which includes, among other items, matters related to the conduct of the audit of American Lorain’sthe Company’s annual financial statements.

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The Audit Committee has also received the written disclosures and the letter from WWC, P.C.YCM CPA, Inc. required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountant’s communications with the Audit Committee concerning independence and has discussed with WWC, P.C.YCM CPA, Inc. the issue of their independence from our company and management. In addition, the Audit Committee has considered whether the provision of non-auditnon-audit services by the independent registered public accounting firm in 20162022 is compatible with maintaining the auditors’ independence and has concluded that it is.

Based on its review of the audited financial statements and the various discussions noted above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K10-K for the year ended December 31, 2016.2022. The Audit Committee has also recommended, subject to stockholder ratification, the selection of our independent registered public accounting firm for the year ending December 31, 2017.2023.

Respectfully submitted by the Audit Committee,

Yuguo Zhang,King Fai Leung, Chairman
Hongxiang YuLuojie Pu
Maoquan WeiYang Cao

The information contained in this Audit Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any filings under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference into any such filing.

EXECUTIVE COMPENSATION

Executive Compensation

Summary Compensation Table

The following table sets forth information concerning all forms of compensation earned by our named executive officers during the fiscal years ended December 31, 20152022 and 20162021 for services provided to us and our subsidiaries. None of our current executive officers earned compensation that exceeded $100,000 during the fiscal years ended December 31, 20152022 or 2016.2021.

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Employment Agreements

On May 14 and October 25, 2019, the Board appointed Bin Zhou as a member of the Board and the Chief Executive Officer, respectively. On October 25, 2019, Company entered into an employment with Bin Zhou, and the employment was renewed on October 25, 2020, October 25, 2021 and October 25, 2022. Under the terms of the agreement, the term of employment was for one-year term, with successive annual renewals unless either party elects not to renew the agreement upon 60 days prior notice. Pursuant to the agreement, Mr. Chen’s employment agreement, we paidZhou is retained as the Chief Executive Officer and reports to the Board of Directors. Mr. ChenZhou’s base salary is determined on an annual basis and it is $96,000. In the current calendar year, Mr. Zhou receives a base salary of $66,000$96,000. Mr. Zhou is entitled to participate in cashall compensation and benefit plans available to all employees of the Company, including health plans, pension, savings and similar plans and stock-based equity plans. No stock-based compensation was paid or reserved during the last fiscal years ended December 31, 2016year. The agreement may be terminated by the Company for cause, which includes willful and 2015.gross misconduct, an act of fraud or embezzlement or the commission of a felony. In the event the Company terminates his employment for cause, Mr. Chen’sZhou s entitled to his accrued salary to the date of termination. In the event Mr. Zhou’s employment is terminated by him for good reason or by the Company without cause, Mr. Zhou will be entitled to receive any accrued bases salary, any vested stock options or awards and an additional three (3) months’ salary. The agreement also provides for a two-year period of non-competition following termination of Mr. Zhou’s employment. Further, the agreement included provisions whereby Mr. Zhou relinquished to the Company all intellectual property created during his employment.

On June 24, 2019, the Board appointed Lili Hu to serve as the Chief Financial Officer. Pursuant to the employment agreement does not provide any change in control or severance benefits andwith Ms. Hu, we do not have any separate change-in-control agreements with Mr. Chen or anyare obligated to pay Ms. Hu a compensation of our other executive officers.

Pursuant to Mr. Lu’s$48,000 per year. The employment agreement we paid Mr. Luhas been renewed on June 24, 2020, June 24, 2021, June 24, 2022 and June 24, 2023. In the calendar year 2021, Ms. Hu received a base salary of $16,154$84,000. In the current calendar year, Ms. Hu receives a base salary of $84,000. Ms. Hu is entitled to participate in cashall compensation and benefit plans available to all employees of the Company, including health plans, pension, savings and similar plans and stock-based equity plans. No stock-based compensation was paid or reserved during the last fiscal year ended December 31, 2016year. The agreement may be terminated by the Company for cause, which includes willful and 2015. Mr. Lu’sgross misconduct, an act of fraud or embezzlement or the commission of a felony. In the event the Company terminates his employment for cause, Ms. Hu is entitled to his accrued salary to the date of termination. In the event Ms. Hu’s employment is terminated by her for good reason or by the Company without cause, Ms. Hu will be entitled to receive any accrued bases salary, any vested stock

PLANET GREEN HOLDINGS CORPORATION
130-30 31st Ave, Suite 512
Flushing, NY 11354

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held at 10 a.m., Eastern United States Time on October 12, 2023
(Record Date — August 15, 2023)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Bin Zhou, as the proxy of the undersigned, with full power to appoint his substitute, and hereby authorizes him to represent and to vote all the ordinary shares of Planet Green Holdings Corporation, which the undersigned is entitled to vote, as specified below on this card, at the Annual Meeting of Shareholders of Planet Green Holdings Corporation, on October 12, 2023, at 10:00 am Eastern United States Time (the “Annual Meeting”) in person at Planet Green Holdings Corporation’s offices located at 130-30 31st Ave, Suite 512 Flushing, NY 11354.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER.    IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS FOR EACH OF THE PROPOSALS. This proxy authorizes the above designated proxy to vote in his discretion on such other business as may properly come before the meeting or any adjournments or postponements thereof to the extent authorized by Rule 14a-4(c) promulgated under the Securities Exchange Act of 1934, as amended.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR ALL”
FOR PROPOSAL 1 AND “FOR” FOR PROPOSALS 2 AND 3 SET FORTH BELOW.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK

PROPOSAL 1:    To elect the nominees listed in the Proxy Statement to the Company’s Board of Directors.

NOMINEES:

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Equity Compensation Plan Information

Information for our equity compensation plans in effect as of the end of fiscal year 2016 is as follows:

PROPOSAL 2:    To ratify the appointment of YCM CPA, Inc. as the Company’s independent registered public accounting firm for the 2023 fiscal year:

PROPOSAL 3:    To direct the chairman of the Meeting to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve any of the foregoing proposals;

Please indicate if you intend to attend this meeting        ☐ YES ☐ NO

(1) Under our 2014 Equity Incentive Plan, the maximum number of shares of common stock available for issuance is 3,000,000. As of December 31, 2016, a total of 1,010,000 shares of restricted stock and restricted stock units have been granted pursuant to the 2014 Equity Incentive Plan.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

Pursuant to a Share Pledge Agreement, dated October 19, 2010 (the “Share Pledge Agreement”), Mr. Si Chen, our chief executive officer and chairman, has pledged 5,313,574 shares of Common Stock (the “Pledged Shares”) for the benefit of DEG-Deutsche Investitions- und Entwicklungsgesellshaft mbH (“DEG”) in order to secure the obligations of the Company and its subsidiary Junan Hongrun Foodstuff Co., Ltd. (“Junan Hongrun”) under a Loan Agreement, dated May 31, 2010, among the Company, DEG and Mr. Si Chen (the “Loan Agreement”). In the event that the value of the pledged assets is less than 150% of the amounts made available to the Junan Hongrun under the Loan Agreement, DEG has the right to require additional security in the form of fixed assets or shares under the Loan Agreement and Share Pledge Agreement. Pursuant to a letter agreement, dated November 15, 2012, Mr. Si Chen has pledged an additional 5,480,492 shares of Common Stock to DEG under the Pledge Agreement in order to secure the obligations of the Borrower under the Loan Agreement. The total number of shares pledged under the Pledge Agreement is now 10,794,066 shares of Common Stock. For so long as no event of default under the Loan Agreement has occurred, Mr. Si Chen continues to retain all voting rights with respect to the Pledged Shares.

On March 13, 2014, Mr. Si Chen, our chief executive officer and chairman, provided a personal guaranty of the March 13, 2014 Convertible Promissory Note issued by the Company to an investor in the principal amount of $3.5 million.

On September 7, 2016, DEG acquired beneficial ownership of 10,794,066 shares of Common Stock upon foreclosure of the pledge from Mr. Si Chen. Such shares constitute approximately 28.2% of the total number of shares of Common Stock of the Issuer outstanding as of September 30, 2015.

Policy for Approval of Related Party Transactions

Our Audit Committee Charter provides that all related party transactions required to be disclosed under SEC rules are to be reviewed by the Audit Committee.

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STOCKHOLDER PROPOSALS FOR 2017 ANNUAL MEETING

Proposals to be Included in Proxy Statement

Stockholders are hereby notified that if they wish a proposal to be included in our proxy statement and form of proxy relating to the 2018 annual meeting of stockholders, they must deliver a written copy of their proposal no later than September 28, 2018. If the date of next year’s annual meeting is changed by more than 30 days from the date of this year’s meeting, then the deadline is a reasonable time before we begin to print and mail proxy materials. Proposals must comply with the proxy rules relating to stockholder proposals, in particular Rule 14a-8 under the Securities Exchange Act of 1934, in order to be included in our proxy materials.

Proposals to be submitted for the Annual Meeting

A stockholder may wish to have a proposal presented at the 2018 Annual Meeting, but not to have such proposal included in the Company’s proxy statement and form of proxy relating to that meeting. If notice of any such proposal is not received by the Company at its principal executive offices on or before October 10, 2018 (45 calendar days prior to the anniversary of the mailing date of this proxy statement), then such proposal shall be deemed “untimely” for purposes of Securities and Exchange Commission Rule 14a-4(c). If the date of our 2018 annual meeting has been changed by more than 30 days from the date of our 2017 Annual Meeting, stockholders’ written notices must be received by us a reasonable time before we begin to print and mail proxy materials for our 2018 annual meeting.

Mailing Instructions

Proposals should be delivered to American Lorain Corporation, c/o Board of Director Office, Beihuan Zhong Road, Junan County, Shandong, China 276600. To avoid controversy and establish timely receipt by the Company, it is suggested that stockholders send their proposals by certified mail, return receipt requested.

STOCKHOLDER COMMUNICATION WITH THE BOARD OF DIRECTORS

Stockholders who wish to contact any of our directors either individually or as a group may do so by writing to c/o American Lorain Corporation, c/o Board of Director Office, Beihuan Zhong Road, Junan County, Shandong, China 276600, or by telephone at (+86) 539-731-7959 specifying whether the communication is directed to the entire Board or to a particular director. Submitting stockholders should indicate they are a stockholder of our company. Company personnel will screen stockholder communications and depending on the subject matter, will: forward the inquiry to the chairman of our Board of Directors, who may forward the inquiry to a particular director if the inquiry is directed towards a particular director; forward the inquiry to the appropriate personnel within our company (for instance, if it is primarily commercial in nature); attempt to handle the inquiry directly (for instance, if it is a request for information about our company or a stock-related matter); or not forward the inquiry if it relates to an improper or inappropriate topic or is otherwise irrelevant.

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ADDITIONAL INFORMATION

Other Matters

The Board of Directors does not know of any matter other than those described in this proxy statement that will be presented for action at the meeting. If other matters properly come before the meeting, the persons named as proxies intend to vote the shares they represent in accordance with their judgment.

A COPY OF THE COMPANY’S FORM 10-K FOR FISCAL YEAR 2016 IS INCLUDED AS PART OF THE COMPANY’S ANNUAL REPORT ALONG WITH THIS PROXY STATEMENT; BOTH ARE AVAILABLE AThttp://www.usalr.cn/.

Available Information

The Company maintains an internet web site at http://www.usalr.cn/. The Company files reports with the Securities and Exchange Commission and makes available free of charge on or through this web site its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, including all amendments to those reports. These are available as soon as is reasonably practicable after they are filed with the SEC. All reports mentioned above are also available from the SEC’s web site (http://www.sec.gov). The information on the Company’s web site or any report the Company files with, or furnishes to, the SEC is not part of this proxy statement.

If you have any questions about the actions described above, you may contact the Company at Beihuan Zhong Road, Junan County, Shandong, China 276600; Telephone (+86) 539-731-7959.