Planet Green Holdings Corp. - Annual Report: 2018 (Form 10-K)

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

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2018

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________to ____________

Commission File Number: 001-34449

PLANET GREEN HOLDINGS CORP.
(Exact name of registrant as specified in its charter)

Nevada	87-0430320
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

Suite 901, Building 6
No. 1678 Jinshajiang Road
Putuo District, Shanghai, China 200333
(Address of principal executive office and zip code)

(86) 21-3258 3578
(Registrant's telephone number, including area code)

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

Title of each class	Name of each exchange on which registered
Common Stock, par value $0.001 per share	NYSE American

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ]      No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [ ]      No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]      No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes [X]      No []

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [X]	Smaller reporting company [X]
	Emerging growth company [ ]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ]      No [X]

The number of shares and aggregate market value of common stock held by non-affiliates as of the last business day of the registrant's most recently completed second fiscal quarter were 64,824,490 (on a post-split basis) and $10,513,378 respectively.

There were 5,497,765 shares of common stock outstanding as of April 11, 2019.

Documents Incorporated by Reference: None.

FORM 10-K INDEX

	PART I
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	9
ITEM 1B.	UNRESOLVED STAFF COMMENTS	9
ITEM 2.	PROPERTIES	9
ITEM 3.	LEGAL PROCEEDINGS	10
ITEM 4.	MINE SAFETY DISCLOSURES	10
	PART II
ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	11
ITEM 6.	SELECTED FINANCIAL DATA	12
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	15
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	15
ITEM 9A	CONTROLS AND PROCEDURES.	15
ITEM 9B.	OTHER INFORMATION	16
	PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	17
ITEM 11.	EXECUTIVE COMPENSATION	21
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	21
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	23
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	23
	PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	24
ITEM 16.	FORM 10-K SUMMARY	25

PART I

Use of Certain Defined Terms

In this annual report on Form 10-K:

	•	"We," "us" and "our" refer to PLAG, and except where the context requires otherwise, our wholly-owned subsidiaries and VIEs.
	•	"Beijing Lorain" refers to Beijing Green Foodstuff Co., Ltd.
	•	"China" and "PRC" refer to the People's Republic of China (excluding Hong Kong and Macau).
	•	"ILH" refers to International Lorain Holding, Inc., a Cayman Islands company that was a wholly-owned by PLAG until September 2018 and owns all the capital stock of Dongguan Green Foodstuff Co., Ltd. and Junan Hongrun Foodstuff Co., Ltd.
	•	"Jianshi HK" refers to Jianshi Technology Holding Limited
	•	"Luotian Lorain" refers to Luotian Green Foodstuff Co., Ltd.
	•	"PLAG" refers to Planet Green Holdings Corp. (formerly known as American Lorain Corporation), a Nevada corporation.
	•	"Taishan Muren" refers to Taishan Muren Agriculture Co. Ltd., a limited liability company registered in China.
	•	"Shandong Lorain" refers to Shandong Green Foodstuff Co., Ltd.
	•	"Shandong Greenpia" refers to Shandong Greenpia Foodstuff Co., Ltd.
	•	"Shanghai Xunyang" refers to Shanghai Xunyang Internet Technology Co., Ltd.
	•	"Shenzhen Lorain" refers to Lorain Food (Shenzhen) Co., Ltd.
	•	"RMB" refers to Renminbi, the legal currency of China.
	•	"U.S. dollar", "$" and "US$" refer to the legal currency of the United States.
	•	"VIE" refers to variable interest entity.

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words "expect," "anticipate," "intend," "believe," or similar language. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Our business and financial performance are subject to substantial risks and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. In evaluating our business, you should carefully consider the information set forth under the heading "Risk Factors." Readers are cautioned not to place undue reliance on these forward-looking statements.

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ITEM 1. BUSINESS

Overview of Our Business

We are headquartered in Shanghai, China. Since the restructuring of our company in September 2018, our primary business, which is carried out by Taishan Muren, our newly acquired business, is:

• to develop and market products, such as sauces, from herbs and spices that we grow in China; and
• to sell brown rice syrup and tea bags developed using our unique recipes in China.

In addition, we sold certain convenience food products produced by our historical businesses in China in the year ended December 31, 2018 and discontinued the offering of convenience food products on December 10, 2018.

Organizational Structure

PLAG is a Nevada corporation that was incorporated on February 4, 1986 and was formerly known as "American Lorain Corporation." Effective November 12, 2009, PLAG reincorporated in Nevada from Delaware.

The following diagram illustrates our corporate structure as of the date of this annual report on Form 10-K, including our subsidiaries and our VIEs.

VIE Arrangement

On December 14, 2017, the Company formed Shenzhen Lorain as a limited company under the laws of the PRC. Through Shandong Greenpia, the Company entered into exclusive VIE agreements with Shenzhen Lorain and its shareholders that give the Company the ability to substantially influence Shenzhen Lorain's daily operations and financial affairs and appoint its senior executives. The Company is considered the primary beneficiary of Shenzhen Lorain and it consolidates its accounts as a VIE. On September 27, 2018, the agreements were terminated due to the Company's restructuring and Shenzhen Lorain was no longer a variable interest entity under Shandong Greenpia.

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On September 27, 2018, through Shanghai Xunyang, the Company entered into exclusive VIE agreements ("VIE Agreements") with Beijing Lorain, Luotian Lorain, Shandong Greenpia, Taishan Muren, and Shenzhen Lorain and their shareholders that give the Company the ability to substantially influence those companies' daily operations and financial affairs and appoint their senior executives. The Company is considered the primary beneficiary of these operating companies and it consolidates its accounts as a VIE. Each of the VIE Agreements is described in detail below:

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

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

Equity Pledge Agreements. Pursuant to the Equity Pledge Agreements among WFOE, operating entities and each of operating entities' shareholder, shareholders of the operating entities pledge all of their equity interests in the operating entities to WFOE to guarantee their performance of relevant obligations and indebtedness under the Technical Consultation and Service Agreement and other control agreements ("Control Agreement"). In addition, shareholders of the operating entities are in the process of registering the equity pledge with the competent local authority.

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

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

Recent Developments

On September 28, 2018, we sold 100% of equity interest in ILH and purchased 50% of the issued and outstanding shares of Shandong Greenpia, 30% of Beijing Lorain and 100% of the issued and outstanding shares of Luotian Lorain from ILH.

On September 28, 2018, we acquired Taishan Muren, a limited liability company in China.

5

On September 28, 2018, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to: (i) change the Company's name from "American Lorain Corporation" to "Planet Green Holdings Corp." and (ii) effect a reverse stock split of its common stock at a ratio of twenty-five-for-one (25-for-1).

On December 10, 2018, we discontinued the operations of Beijing Lorain, Luotian Lorain and Shandong Greenpia. 

Products

We grew 32 herbs and spices on farmland that we lease in Guangdong Province, China. We sell sauces and other products developed from these herbs and spices. Customers use these products for seasoning, refining of foods and odor elimination, among other uses. 

We also offer a variety of food and beverage products, including packaged sauce, tea and brown rice syrup, to consumers and foodservice businesses.

Our spice, sauce, beverage and tea products business is held by our newly acquired company, Taishan Muren.

We also offered convenience food products in 2018 and discontinued this offering on December 10, 2018.

Our Manufacturing Facilities

General

We currently manufacture our products in Taishan City, Guangdong Province.

The following table indicates the year that operations commenced at each of the facilities and the size of the facilities.

Facility		Year Operations Commenced			Facility Size (square meters)
Taishan Muren *		2016			9,500
Shandong Greenpia **		2010			9,179
Luotian Lorain **		2003			9,558

* Acquired in September 2018.
** Operations discontinued in December 2018.

Production Lines

We currently manufacture our products using production lines. The production process for our sauce products involves sorting, cleaning the raw spice, mixing the spice based on our special formula, and grinding, boiling and final packaging. The production process for our dry spice products involves sorting, cleaning the raw spice and drying. We outsource the production of brown rice syrup and tea bag to third party factories, and we provide the manufacturer with the recipe and products standards.

The following table shows the number and types of production lines, the types of products produced and the production capacity as of the date of this report:

6

Facility	Production Lines	Product Portfolio	Capacity
Taishan Muren	1 sauce line and 1 drying production line	Sauce and dried spice	Production line with 10 tons of production capacity and herb drying production line of 25 tons of production capacity.

We operate our production lines year round.

Agricultural Operations

We began growing herbs and spices by leasing land of 1,949 acres in Taishan City since 2016. We grow 32 species spices including roselle, mint, curry, pandan leave, lemon, citronella and others.

Raw Materials

Our Supply Sources

Our business depends on obtaining a reliable supply of various agricultural products of spice. We believe that our raw materials are currently in adequate supply.

We obtain our agricultural raw materials primarily from our self-supply. We produced approximately 440 metric tons and 270 tons of spice from our own agricultural operations in 2018 and 2017, respectively.

We select suppliers based on price and product quality. We typically rely on numerous domestic suppliers, including some with whom we have a long-term relationship. Our suppliers generally include wholesale agricultural product companies, food production companies and tea bag processing companies. Our top ten suppliers accounted for 81.2% and 12.1% of the total procurement in 2018 and 2017 in value terms, respectively. We purchase rice syrup and tea bags from suppliers and farmers pursuant to supply contracts and underlying purchase orders. We have not entered into any long-term contracts with any of our suppliers.

Our Customers

Our products are sold exclusively in Chinese domestic markets. Our top ten customers contributed 61% and 15.9% of our total revenues in 2018 and 2017, respectively.

We sell our products in first-tier cities in China, including Beijing, Shanghai, Tianjin and Guangzhou. Our sales team sells our products directly to supermarket chains, mass merchandisers, large wholesalers, restaurants and others in these markets. In second-tier and third-tier cities, we currently sell our products to third-party distributors, such as food companies or trading companies with established distribution channels in such regions, rather than through our own sales team. The terms of a typical sales contract between us and our distributors provide that we are responsible for transportation costs and the distributors are responsible for storage costs. Furthermore, the distributors have the right to return products that fail to satisfy specified quality standards, at our cost. The majority of such contracts require the distributors to pay us in cash in full upon delivery, and the remaining contracts provide for short-term credit, usually two to three weeks.

Our Sales and Marketing Efforts

We have not spent a significant amount of capital on advertising in the past, and our advertising budget continues to be limited. In 2018, our marketing and branding efforts mainly focus on internet advertising.

7

Competition and Market Position

The overall food market is diverse, both globally and in China. We do not have a significant market share in China.

Our spice, sauce and beverage products compete with both large agribusiness companies and natural and organic packaged foods companies. Many of these competitors have significantly greater resources. Large agribusiness companies include Guangzhou Baihua Spice Corp. and natural and organic packaged foods companies include Shanghai House Food Corp. and Ankee Food Corporation. Given limited retailer shelf space and merchandising events, competitors actively support their respective brands with marketing, advertising and promotional spending. In addition, most retailers market similar items under their own private label, which compete for the same shelf space.

Competitive factors in our industry include product innovation, product quality, price, brand recognition and loyalty, product variety and ingredients, product packaging and package design, effectiveness of marketing and promotional activity, and our ability to identify and satisfy consumer tastes and preferences.

Intellectual Property

We take reasonable steps to protect our proprietary information and trade secrets, such as limiting disclosure of proprietary plans, methods and other similar information on a need-to-know basis and requiring employees with access to our proprietary technology to enter into confidentiality arrangements. We believe that our proprietary technology and trade secrets are adequately protected.

Our Employees

As of December 31, 2018, we had a total of 160 employees. Approximately 70 of our full-time employees are directly employed by our subsidiaries and VIEs and the remaining employees are employed by outsourcing agents that we use to meet our staffing needs. Compared to 2017, the total employees decreased by 85% due to bad operating performance and recent company restructure.

The following table sets forth the allocation of employees, both direct and leased, by job function.

		Number of
Department		Employees
Production		119
Human Resources		2
Research and Development		2
Sales		19
Finance		3
Procurement		3
Administration		12
Total		160

We have not experienced any significant problems or disruption to our operations due to labor disputes, nor have we experienced any difficulties in recruitment and retention of experienced staff.

We compensate our production line employees by unit produced (piece work) and compensate other employees with a base salary and bonus based on performance. We also provide training for our staffs from time to time to enhance their technical and product knowledge, including knowledge of industry quality standards.

Our employees participate in state pension scheme and various types of social insurance organized by municipal and provincial governments. Outsourcing agents are responsible for contributions on behalf of the leased employees.

8

Our Research and Development Activities

We have research and development staffs at each of our facilities. In total, 2 employees are dedicated to research and development.

We rely heavily on customer feedback to assist us in the modification and development of our products. We also utilize customer feedback to assist us in the development of new products.

The amount we spent on research and development activities during the years ended December 31, 2018 and 2017 was not a material portion of our total expenses for those years.

Government Regulation

As a manufacturer and distributor of food products, we are subject to regulations of China's Agricultural Ministry and Ministry of Health. This regulatory scheme governs the manufacture (including composition and ingredients), labeling, packaging and safety of food. It also regulates manufacturing practices, including quality assurance programs, for foods through its current manufacturing practice regulations, and specifies the standards of identity for certain foods.

We have obtained approvals from Chinese authorities for products that requires the approval under regulations, including quality safety approval from government.

ITEM 1A. RISK FACTORS

Not required by smaller reporting companies.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our primary facilities, which are owned except where otherwise indicated, are as follows:

Facility	Location	Approximate Size	Owned or Leased
		(Square Meters)
Taishan Muren *	Taishan, Guangdong, PRC	9,500	Leased
Luotian Lorain **	Luotian County,	54,251	Owned
	Hubei Province, PRC
Shandong Greenpia **	Junan County,	33,332	Owned
	Shandong Province, PRC

* Acquired in September 2018.

** Operations discontinued in December 2018.

In the aggregate, we currently have land use rights to, or lease, 3 properties with approximately 97,083 square meters, consisting of manufacturing facilities and office buildings for future expansion. We believe our current facilities provide adequate capacity for our current and projected needs.

9

All land in China is owned by the government. Individuals and companies are permitted to acquire land use rights for specific purposes. In the case of land used for industrial purposes, the land use rights are granted for a period of up to 50 years. This period may be renewed at the expiration of the initial and any subsequent terms. Granted land use rights are transferable and may be used as security for borrowings and other obligations.

ITEM 3. LEGAL PROCEEDINGS

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

10

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market for our Common Stock

Our common stock is quoted on the NYSE American (formerly known as the American Stock Exchange, the NYSE Amex Equities Exchange and the NYSE MKT) under the symbol "PLAG".

Approximate Number of Holders of Our Common Stock

As of April 11, 2019, there were 319 shareholders of record of our common stock. This does not include the holders whose shares are held in a depository trust in "street" name.

Dividend Policy

We have not declared or paid cash dividends other than the payment of a dividend in April 2007 in connection with our reverse merger. Any future decisions regarding dividends will be made by our Board of Directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

Issuances of Unregistered Securities

On December 28, 2017, we entered into a securities purchase agreement, pursuant to which Yi Li and Beili Zhu, each an individual residing in the People's Republic of China, agreed to invest an aggregate of $1.275 million in the Company in exchange for an aggregate of 7,500,000 shares of our common stock, representing a purchase price of $0.17 per Share. The transaction closed on January 23, 2018.

On April 14, 2018, the Company entered into a securities purchase agreement with eight individuals residing in China, who agreed to invest an aggregate of $1.6 million in the Company in exchange for an aggregate of 9,050,000 shares of the Company's common stock, representing a purchase price of $0.18 per share. The transaction was closed on April 20, 2018.

On April 24, 2018, the Company entered into a securities purchase agreement with Xiuping Cai, who agreed to invest an aggregate of $1.8 million in the Company in exchange for an aggregate of 10,000,000 shares of the Company's common stock, representing a purchase price of $0.18 per share. The transaction was closed on April 27, 2018.

On May 23, 2018, the Company entered into a securities purchase agreement with Hongxiang Yu, President, Chief Executive Officer and Chairman, and Yimin Jin, Chief Strategy Officer and Director of the Company, who agreed to invest an aggregate of $5.0 million in the Company in exchange for 29,411,765 shares of the Company's common stock, representing a purchase price of $0.17 per share. On August 8, 2018, the Company entered into an amended and restated securities purchase agreement with Hongxiang Yu and Yimin Jin, who agreed to invest an aggregate of $10 million in the Company in exchange for an aggregate of 2,352,942 shares of common stock, representing a purchase price of approximately $4.25 per share (taking into account the reverse stock split subsequently effected by the Company). This financing closed on October 16, 2018.

On July 12, 2018, the Company entered into a securities purchase agreement with Yunpeng Zhang and Zhongquan Sun, individuals residing in the People's Republic of China, who agreed to invest an aggregate of $750,000 in the Company in exchange for an aggregate of 150,000 shares of the Company's common stock, representing a purchase price of $5 per share (taking into account the reverse stock split subsequently effected by the Company). This financing closed on August 2, 2018.

11

On September 25, 2018, the Company and Shanghai Xunyang entered into a share exchange agreement with Taishan Muren and the sole shareholder of Taishan Muren, pursuant to which, among other things and subject to the terms and conditions contained therein, Shanghai Xunyang agreed to effect an acquisition of Taishan Muren by acquiring all outstanding equity interests of Taishan Muren in exchange for Company's issuance of 400,000 shares of the Company's common stock (taking into account the reverse stock split subsequently effected by the Company) to Taishan Muren's sole shareholder. On September 28, 2018, the Company closed this transaction.

Securities Authorized for Issuance under Equity Compensation Plans

The information in Item 12 of this report is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are headquartered in Shanghai, China. Since the restructuring of our company in September 2018, our primary business, which is carried out by Taishan Muren, our newly acquired business, is:

• to develop and market products, such as sauces, from herbs and spices that we grow in China; and
• to sell brown rice syrup and tea bags developed using our unique recipes in China.

Results of Operations

The following tables set forth key components of our results of operations for the periods indicated, and the differences between the two periods expressed in dollars and percentages.

		Year Ended
		December 31,						Increase/(Decrease)			Increase/(Decrease)
(In thousands of U.S. dollars)		2018 ($)			2017 ($)			($)			(%)
Net Revenue		6,829			5,110			1,719			33.6%
Cost of Revenue		6,524			5,465			1,509			19.4%
Gross profit		305			(355	)		660			185.9%
Operating Expenses:
Selling and Marketing		14			432			(418	)		(96.8%	)
General and administrative		875			40,566			(39,691	)		(97.8%	)
(Loss)/Income from continuing operations		(149	)		(47,191	)		(47,042	)		99%
Non-operating Income (Expenses):
Government grant		-			-			-			-
Interest income		-			-			-			-
Other income		435			740			(305	)		(41.2%	)
Other expense		(.227	)		(2,501	)		(2,500	)		99%
Interest Expense		-			(4,076	)		4,076			(100.0%	)
Income Taxes		164			161			3			1.9%
(Loss)/income from continuing operations		(313	)		(47,352	)		(47,039	)		99%
Discontinued operations:
Income/(loss) from discontinued operations		(24,049	)		(30,953	)		(55,002	)		(177%	)
Provision for income taxes		-			-			-			0%
Income/(loss) from discontinued operations, net of taxes		17,144			(30,953	)		48,097			133%
Net Income(Loss)		16,831			(78,305	)		95,136			121.4%
Non-Controlling Interest		(3,758	)		(15,073	)		11,315			(75.1%	)
Net Income/(Loss) of common stockholders		20,589			(63,232	)		83,821			132.5%

Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

12

Revenue

Net Revenues. Net revenues increased by $1.7 million, or approximately 33.6%, to $6.8 million in 2018 from $5.1 million in 2017. The increase of net revenue is mainly due to the acquisition transaction of Taishan Muren Agriculture Co. Ltd., which closed on September 28, 2018.

Cost of Revenues. Our cost of revenues increased $1.5 million, or approximately 19.4%, to $6.5 million in 2018 from $5.5 million in 2017, as a result of increase of net revenue.

Gross Profit. Our gross profit increased $0.6 million, or 185.9%, to $0.3 million in 2018 from negative $0.4 million in 2017, mainly attributed to the fact that revenues increased by $1.7 million. The gross profit ratio increased from negative 6.9% to negative 4.5% in 2018, mainly because of the acquisition of Taishan Muren Agriculture Co. Ltd.

Operating Expenses

Selling and Marketing Expenses. Our selling and marketing expenses decreased approximately $0.4 million, or 96.8%, to $0.01 million in 2018 from $0.4 million in 2017. The decrease is attributable to decreases of employee salary, travel expense, entertainment expense, transportation fee and storage charge in 2018.

General and Administrative Expenses. Our general and administrative expenses decreased approximately $39.7 million, or 97.8%, to $ 0.9 million in 2018 from $40.6 million in 2017. The decrease mainly due to the spinning off the chestnut business and acquiring new business of spice plants and fruit trees in 2018.

Income Before Taxation and Non-Controlling Interest

Income before taxation and non-controlling interest increased $95.1 million, or 121.4%, to $17.0 million in 2018 from negative $78.3 million in 2017, mainly due to gain from discontinued operations. This increase is attributable to the sales transaction of some direct and indirect subsidiaries and the acquisition transaction of Taishan Muren Agriculture Co. Ltd.

Income Taxes

Income taxes decreased approximately $0.003 million, or 1.9%, to $0.2 million in 2018, as compared to $0.2 million in 2017, almost remain the same comparing to the past year.

Non-Controlling Interest

Si Chen holds 50% of the issued and outstanding shares of Shandong Greenpia, which is reflected in the non-controlling interest of negative $3.7 million in 2018 and negative $15.1 million in 2017.

Discontinued operations

Our income before tax from discontinued operations increased by 48,097, or approximately 155%, to $17,144 in 2018 from negative $31.0 million in 2017. The increase is attributable to the spinning off the chestnut business.

Income/Loss attributable to common stockholders

Income attributable to common stockholders increased approximately $84.0 million, or 132.5%, to $20.6 million in 2018 from negative $63.2 million in 2017, mainly due to the sale or discontinuation of our historical business operations and acquiring new business of spice plants and fruit trees in 2018.

13

Liquidity and Capital Resources

General

Management anticipates that our existing capital resources and cash flows from operations are adequate to satisfy our liquidity requirements through 2019. Our primary capital needs have been to fund our working capital requirements. In the past, our primary sources of financing have been cash generated from operations and short-term loans from banks in China.

As of December 31, 2018 and 2017, cash and cash equivalents (including restricted cash) were $1.1 million and $0.09 million, respectively. The debt to assets ratio was 57.7% and 113.3% as of December 31, 2018 and 2017, respectively. We expect to continue to finance our operations and working capital needs in 2019 from cash generated from operations and, if needed, private financings. If available liquidity is not sufficient to meet our operating and loan obligations as they come due, our plans include pursuing alternative financing arrangements or reducing expenditures as necessary to meet our cash requirements. However, there is no assurance that we will be able to raise additional capital or reduce discretionary spending to provide liquidity, if needed. We cannot be sure of the availability or terms of any alternative financing arrangements.

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

Cash Flows Data:		For year ended December 31,
(In thousands of U.S. dollars)		2018			2017
Net cash flows (used in)/provided by operating activities		(14,153	)		(360	)
Net cash flows used in investing activities		(492	)		751
Net cash flows (used in)/provided by financing activities		15,487			(754	)

Operating Activities

Net cash used in operating activities for 2018 and 2017 was approximately $14.1 million and $0.4 million respectively. The increase of approximately $17.9 million in net cash flows used in operating activities resulted primarily from net gain of approximately $13.7 million, the gain and adjustment to retained earnings as a result of disposal of subsidies of approximately negative $41.1 million and $24 million respectively in 2018.

Investing Activities

Net cash used in investing activities for 2018 and 2017 were $0.5 million and $0.8 million, respectively, with the decrease of approximately $0.3 million cash provided in investing activities primarily from a decrease in restricted cash of $1.0 million, and the purchase of plant and equipment, the sale of intangible assets and the payment for deposits all for $0.5 million in 2018.

Financing Activities

Net cash provided by (used in) financing activities for 2018 and 2017 were approximately $15.5 million and negative $0.8 million, respectively, with the decrease of $16.2 million cash provided by financing activities from proceeds from issuance of common stock  and the increase in additional paid in capital for approximately $6.0 million and $9.5 million respectively in 2018.

Critical Accounting Policies

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

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We consider our critical accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including those set forth in Note 2 to the financial statements included herein.

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

As of December 31, 2018, there were no other recently issued accounting standards not yet adopted that would or could have a material effect on the Company's consolidated financial statements.

Off Balance Sheet Arrangements

We do not have any off balance arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA

The full text of our audited consolidated financial statements As of December 31, 2018 begins on page F-1 of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934 ("Exchange Act")) that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2018. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2018, our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting described below.

Internal Controls over Financial Reporting

Management's Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management concluded that, As of December 31, 2018, our internal controls over financial reporting are not effective.

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The material weakness and significant deficiency identified by our management As of December 31, 2018 relates to the ability of the Company to record transactions and provide disclosures in accordance with U.S. GAAP. We did not have sufficient and skilled accounting personnel with an appropriate level of experience in the application of U.S. GAAP commensurate with our financial reporting requirements. For example, our staff members do not hold licenses such as Certified Public Accountant or Certified Management Accountant in the U.S., have not attended U.S. institutions for training as accountants, and have not attended extended educational programs that would provide sufficient relevant education relating to U.S. GAAP. Our staff will require substantial training to meet the demands of a U.S. public company and our staff's understanding of the requirements of U.S. GAAP-based reporting are inadequate.

Remediation Initiative

We plan to provide U.S. GAAP training sessions to our accounting team. The training sessions will be organized to help our corporate accounting team gain experience in U.S. GAAP reporting and to enhance their awareness of new and emerging pronouncements with potential impact over our financial reporting. We plan to continue to recruit experienced and professional accounting and financial personnel and participate in educational seminars, tutorials, and conferences and employ more qualified accounting staff in future.

Changes in Internal Controls over Financial Reporting.

Other than as described above, during the fiscal year ended December 31, 2017, there were no material changes in our internal control over financial reporting identified in connection with the evaluation performed during the fiscal year covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations over Internal Controls.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or detect all misstatements. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of such controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of misstatements, if any, have been detected or prevented. Also, projections of any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

ITEM 9B. OTHER INFORMATION.

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors

The following table sets forth the name, age and position of each of our current directors as well as the date they began their service as a director.

Name	Age	Position	Director Since
Hongxiang Yu	38	President, Chief Executive Officer and Chairman	2016
Yimin Jin	47	Chief Strategy Officer and Director	2017
Yuguo Zhang	61	Director	2017
Yilei Shao	41	Director	2018
Guangming Fang	54	Director	2018

MR. HONGXIANG YU. Mr. Yu has served as a director of the Company since August 2016 and the Chief Executive Officer and President of the Company since September 2018. Mr. Yu has served as the head of the internal auditing department of Hongrun Construction Group Co., Ltd., a company listed on the Shenzhen Stock Exchange, and as general manager for Hongrun's foundation engineering subsidiary, since 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 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 in the United Kingdom and his Master degree in International Human Resources Management in 2006 from University of Portsmouth. Mr. Yu is well qualified to serve on the Board because of his extensive management experience.

MR. YIMIN JIN. Mr. Jin became our Chief Strategy Officer and a director in November 2017. 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. 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.

MR. YILEI SHAO. Ms. Shao became a director of the Company in September 2018. She has served as founder and chief executive officer of Shanghai Jianshi Management Consulting Limited, focusing on cross-border advisory services for Chinese companies and strategic consulting, since 2011. Ms. Shao served as Vice President in the Credit Derivatives Department of Goldman Sachs in New York from 2005 to 2010. Ms. Shao received a bachelor degree in computer science from Shanghai Jiao Tong University and a Ph.D. in Computer Science from Princeton University. We believe that Ms. Shao is well qualified to serve on our Board of Directors because of her extensive experience with strategic corporate matters.

MR. GUANGMING FANG. Mr. Fang was appointed as one of our directors of the Board in September 2018. He has served as a director of Hongkong Zhuangyuanlou Food Co., Ltd. since September 2014. He served as chief executive officer of Yueyuxing International Trade Company in Thailand from 1986 to 1999. He served as chief executive officer of Beijing Zhongqiao Culture Development Company from 1999 to August 2014, Mr. Fang received his bachelor of accounting degree from Payap University of Thailand in 1986. We believe Mr. Fang is well qualified to serve on our Board of Directors because of his extensive management experience in the food industry.

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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 our directors or officers.

Executive Officers

Our executive officers are appointed by our Board and serve at their discretion. The following table sets forth the name, age and position of each of our current executive officers as well as the date they began their service as an executive officer.

Name	Age	Position	Executive Officer Since
Hongxiang Yu	38	President, Chief Executive Officer and Chairman	2018
Yu Li	26	Chief Financial Officer	2018
Yimin Jin	47	Chief Strategy Officer and Director	2017

See "Directors" above for information on Mr. Yu and Mr. Jin.

MS. YU LI. Ms. Li was appointed to serve as the Chief Financial Officer of the Company in September 2018. She has been as an asset management intern at Shenwan Hongyuan Securities since December 2017. In August and September 2017, she was an associate intern at China Investment Consulting. From November 2014 to June 2015, she was a part time assistant at McKinsey & Company. She received her Bachelor degree in Accounting and Financial Studies in 2014 from University of Central Lancashire in the UK and her Master degree in Management in 2017 from Warwick University.

Board of Directors

Our Board met on five occasions during fiscal year 2018. Each of the members of our Board attended more than 75% of the total number of meetings held by our Board and the committees on which each director served during fiscal year 2018.

Committees of the Board

Audit Committee

The Audit Committee assists our Board in monitoring:

	-	our accounting, auditing, and financial reporting processes;
	-	the integrity of our financial 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 qualifications and independence of our independent auditors.

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Yuguo Zhang, Yilei Shao, and Guangmig Fang, all of whom are independent directors under SEC rules and the rules of NYSE American, are currently serving as members of the Audit Committee. Ms. Shao is the chairman of the Audit Committee and is our audit committee financial expert.

The Audit Committee has adopted a written charter, a printed copy of which is available to any shareholder requesting a copy by writing to: Planet Green Holdings Corp., c/o Board of Director Office, Suite 901, Building 6, No. 1678 Jinshajiang Road, Putuo District, Shanghai, China 200333. During the fiscal year 2018, our Audit Committee held five 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, Shao and Fang. Mr. Zhang is the chairman 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. None of our executive officers serves on the Board of Directors 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, the Chairman of the Board of Directors or a majority of Committee 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 five meetings in fiscal year 2018.

Nominating and Corporate Governance

The Nominating and Corporate Governance 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 is responsible for, among other things:

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

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

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

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

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

The current members of the Nominating and Corporate Governance are Messrs. Zhang, Shao and Fang. Mr. Fang is the chairman of the Compensation Committee. During the fiscal year 2018, our Nominating and Corporate Governance Committee held five meetings.

Shareholder Nominations for Director

Shareholders may propose candidates for board membership by writing to Planet Green Holdings Corp., c/o Board of Director Office, Suite 901, Building 6, No. 1678 Jinshajiang Road, Putuo District, Shanghai, China 200333. Any such proposal shall contain the name, holdings of our securities and contact information of the person making the nomination; the candidate's name, address and other contact information; any direct or indirect holdings of our securities by the nominee; any information required 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 shareholder 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 shareholders will receive the same consideration as other nominees.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served, as a member of the Board of Directors or compensation committee of any entity that has one or more officers serving on our Board of Directors.

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, 2018.

Code of Ethics

Our Board 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 at http://www.planetgreenholdings.com, and a copy of the Code of Ethics is available to any shareholder requesting a copy by writing to: Planet Green Holdings Corp., c/o Board of Director Office, Suite 901, Building 6, No. 1678 Jinshajiang Road, Putuo District, Shanghai, China 200333. We intend to disclose on our website, in accordance with all applicable laws and regulations, amendments to, or waivers from, our Code of Ethics.

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ITEM 11. 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, 2018 and 2017 for services provided to us and our subsidiaries and VIEs. None of our current executive officers earned compensation that exceeded $100,000 during the fiscal years ended December 31, 2018 or 2017.

Name and Principal											Stock			Option			All Other
Position		Year			Salary			Bonus			Awards			Awards			Compensation			Total
(a)		(b)			(c)			(d)			(e)			(f)			(g)			(h)
Hongxiang Yu,		2018		$
President, Chief Executive Officer and Chairman		2017		$	16,154		$	-0-		$	-0-		$	-0-		$	-0-		$	-0-
Yu Li,		2018		$
Chief Financial Officer		2017		$	16,164		$	-0-		$	-0-		$	-0-		$	-0-		$	-0-
Yimin Jin,		2018		$
Chief Strategic Officer and Director		2017		$	16,154		$	-0-		$	-0-		$	-0-		$	-0-		$	16,154

On September 27, 2018, the Board appointed Hongxiang Yu to serve as the Chief Executive Officer and President of the Company and Yu Li as the Chief Financial Officer. Pursuant to Mr. Yu's engagement letter, we are obligated to pay Mr. Yu a compensation of $16,154 per year. Pursuant to Ms. Li's engagement letter, we are obligated to pay Ms. Li a compensation of $16,154 per year.

On November 8, 2017, the Board appointed Yimin Jin as a member of the Board and the Chief strategic officer. Pursuant to Mr. Jin's engagement letter, we are obligated to pay Mr. Jin a compensation of $16,154 per year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth information regarding beneficial ownership of our common stock as of April 11, 2019 (i) by each person who is known by us to beneficially own more than 5% of our common stock; (ii) by each of our named executive officers and directors and (iii) by all of our officers and directors as a group. Beneficial ownership is determined in accordance with the rules of the SEC that deem shares to be beneficially owned by any person who has voting or investment power with respect to such shares. Except as otherwise indicated, the persons listed below have advised us that they have direct sole voting and investment power with respect to the shares listed as owned by them.

Unless otherwise specified, the address of each of the persons set forth below is c/o Planet Green Holdings Corp., Suite 901, Building 6, No. 1678 Jinshajiang Road, Putuo District, Shanghai, China 200333.

In the table below, percentage ownership is based on 5,497,765 shares of our common stock outstanding as of April 11, 2019.

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		Amount and nature			Percent
		of			of
Name and title of beneficial owner		beneficial ownership			class
5% or Greater Shareholders
DEG-Deutsche Investitions- und Entwicklungsgesellschaft mbH (1)		431,763			7.85%
Xiuping Cai		400,000			7.28%
Shenzhen Jiamingrui New Agriculture Co Ltd.		400,000			7.28%
Executive Officers, Directors and Director Nominees
Hongxiang Yu, President, Chief Executive Officer and Chairman(2)		1,176,471			21.4%
Yu Li, Chief Financial Officer		-			-
Yimin Jin, Chief Strategic Officer and Director(2)		1,176,471			21.4%
Yuguo Zhang, Director		-			-
Yilei Shao, Director		-			-
Guangming Fang, Director		-			-
All directors, director nominees and executive officers as a group (six individuals)		2,352,942			42.8%

(1)	Deutsche Investitions- und Entwicklungsgesellschaft mbH ("DEG") is a German limited liability company located at Kaemmergasse 22, 50676 Koeln, Germany. 10,794,066 shares of common stock (without taking into account of the reverse stock split subsequently effected by the Company) that has been pledged under the Share Pledge Agreement, dated October 19, 2010 and amended on November 15, 2012, for the benefit of DEG in order to secure the obligations of the Company and Junan Hongrun under a Loan Agreement, dated May 31, 2010, among the Company, DEG and Mr. Si Chen (the "Loan Agreement"). On September 7, 2016, DEG notified the agent under the Pledge Agreement that the Company was in default under the Loan Agreement. As of October 19, 2018, DEG entered into a Stock Purchase Agreement with Mr. Yimin Jin and agreed to sell and Mr. Jin agreed to purchase all of DEG's 10,794,066 shares of common stock of the Company in consideration for the purchase price of Eight Hundred and Sixty Thousand United States Dollars ($860,000.00) (the "Purchase Price"). Mr. Jin is obligated to pay a down payment of $86,000 within five business days and the remainder of the purchase price within three weeks of October 19, 2018, after which DEG is obligated to ship the stock certificates with stock powers to Mr. Jin for transfer. The transfer of share of common stock of the Company has not been closed as of the date of this report. It should be noted that the number of 10,794,066 shares of common stock of the Company being sold from DEG to Mr. Jin reflect the number of shares prior to the conversion of shares in accordance with the amendment to the Company's articles of incorporation dated September 28, 2018, pursuant to which every 25 shares of common stock of Planet Green Holdings Corp. that were issued and outstanding as of October 1, 2018 shall be automatically combined and converted into one share of common stock of the Company.
(2)	On August 8, 2018, the Company entered into an amended and restated securities purchase agreement with Hongxiang Yu and Yimin Jin, pursuant to which Mr. Yu and Mr. Jin agreed to invest an aggregate of $10 million in the Company in exchange for an aggregate of 2,352,942 shares of common stock, representing a purchase price of approximately $4.25 per share (taking into account the reverse stock split subsequently effected by the Company). On October 16, 2018, the Company closed the transaction. Mr. Jin disclaims beneficial ownership of any shares held by Mr. Yu. Mr. Yu disclaims beneficial ownership of any shares held by Mr. Jin.

Changes in Control

There are currently no arrangements which would result in a change in control of us.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Related Party Transactions

On August 8, 2018, the Company entered into an amended and restated securities purchase agreement with Hongxiang Yu, the President, Chief Executive Officer and Chairman of the Company, and Yimin Jin, the Chief Strategic Officer and Director of the Company, pursuant to which Mr. Yu and Mr. Jin agreed to invest an aggregate of $10 million in the Company in exchange for an aggregate of 2,352,942 shares of common stock, representing a purchase price of approximately $4.25 per share (taking into account the reverse stock split subsequently effected by the Company). On October 16, 2018, the Company closed the transaction and received gross proceeds of $10,000,000 in the aggregate.

On September 28, we sold 100% of equity interest in ILH to Si Chen, our former President, Chief Executive Officer and Chairman. We have included discussions of the transaction in our Current Report on Form 8-K, filed on October 2, 2018.

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.

Director Independence

NYSE American listing standards require that a majority of our Board of Directors be independent. An "independent director" is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company's board of directors, would interfere with the director's exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors has determined that Messrs. Zhang, Shao, Fang are "independent directors" as defined in the NYSE American listing standards and applicable SEC rules.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

WWC, P.C. is the Company's independent registered public accounting firm for the fiscal years ended December 31, 2017 and 2018 and the accounting fees in each such period were $170,000 and $140,000. Such fees related to audit services provided by WWC, P.C. No audit-related or tax services were provided by WWC, P.C. during such periods.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) (1 and 2) Financial Statement and Schedules

The financial statements contained in the "Audited Financial Statements" beginning on page F-1 of this Annual Report on Form 10-K.

(b) Exhibits

Exhibit	Description
No.
3.1	Articles of Incorporation of the registrant, as filed with the Nevada Secretary of State on June 15, 2009. Incorporated by reference to Exhibit 3.1 to the registrant's registration statement on Form S-3 filed on January 29, 2010.
3.2	Certificate of Amendment of the registrant, as filed with the Nevada Secretary of State on September 28, 2018. Incorporated by reference to Exhibit 3.1 to the registrant's current report on Form 8-K filed on October 2, 2018.
3.3	Bylaws of the registrant. Incorporated by reference to Exhibit 3.2 to the registrant's registration statement on Form S-3 filed on January 29, 2010.
10.1	Securities Purchase Agreement, dated December 28, 2017, by and among American Lorain Corporation and Yi Li and Beili Zhu. Incorporated by reference to Exhibit 10.1 to registrant's Form 8-K filed on May 21, 2018.
10.2	Securities Purchase Agreement, dated April 14, 2018, by and among American Lorain Corporation and the investors named therein. Incorporated by reference to Exhibit 10.2 to registrant's Form 8-K filed on May 21, 2018.
10.3	Securities Purchase Agreement, dated April 24, 2018, by and between American Lorain Corporation and Xiuping Cai. Incorporated by reference to Exhibit 10.3 to registrant's Form 8-K filed on May 21, 2018.
10.4	Securities Purchase Agreement, dated July 12, 2018, by and among American Lorain Corporation, Yunpeng Zhang and Zhongquan Sun. Incorporated by reference to Exhibit 10.1 to registrant's Form 10-Q filed on August 14, 2018.
10.5	Amended and Restated Securities Purchase Agreement, dated August 8, 2018, by and among American Lorain Corporation, Yimin Jin and Hongxiang Yu. Incorporated by reference to Exhibit 10.2 to registrant's Form 10-Q filed on August 14, 2018.
10.6	Share Exchange Agreement, dated August 8, 2018, by and among American Lorain Corporation, Si Chen, Planet Green Holdings Corp.,Junan Hongrun Foodstuff Co., Ltd., Shandong Lorain Co., Ltd., International Lorain Holdings, Inc., Shandong Greenpia Foodstuff Co., Ltd., Beijing Lorain Co., Ltd. and Luotian Lorain Co., Ltd. Incorporated by reference to Exhibit 10.3 to registrant's Form 10-Q filed on August 14, 2018.
10.7	Share Exchange Agreement, dated as of September 25, 2018, by and among American Lorain Corporation, Shanghai Xunyang Internet Technology Co., Ltd., Taishan Muren Agriculture Co. Ltd. and Shenzhen Jiamingrui New Agriculture Co., Ltd. Incorporated by reference to Exhibit 10.1 to registrant's Form 8-K filed on September 26, 2018.

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10.8	Form of Lock-Up Agreement, by and between American Lorain Corporation and Shenzhen Jiamingrui New Agriculture Co., Ltd. Incorporated by reference to Exhibit 10.2 to registrant's Form 8-K filed on September 26, 2018.
10.9	Consultation and Service Agreement, dated September 27, 2018, by and between Shanghai Xunyang Interment Technology Co., Ltd. and Taishan Muren Farming Co., Ltd. *
10.10	Business Cooperation Agreement, dated September 27, 2018, by and between Shanghai Xunyang Interment Technology Co., Ltd. and Taishan Muren Farming Co., Ltd. *
10.11	Equity Pledge Agreement, dated September 27, 2018, by and among Shanghai Xunyang Interment Technology Co., Ltd., Shenzhen Jiamingrui Xinnong Co., Ltd. and Taishan Muren Farming Co., Ltd. *
10.12	Equity Option Agreement, dated September 27, 2018, by and among Shanghai Xunyang Interment Technology Co., Ltd., Shenzhen Jiamingrui Xinnong Co., Ltd. and Taishan Muren Farming Co., Ltd. *
10.13	Voting Rights Proxy and Financial Supporting Agreement, dated September 27, 2018, by and among Shenzhen Jiamingrui Xinnong Co., Ltd., Shanghai Xunyang Interment Technology Co., Ltd. and Taishan Muren Farming Co., Ltd. *
10.14	Form of Non-Competition and Non-Solicitation Agreement, by and among American Lorain Corporation, Taishan Muren Agriculture Co. Ltd., Shenzhen Jiamingrui New Agriculture Co., Ltd., and the persons named therein. Incorporated by reference to Exhibit 10.3 to registrant's Form 8-K filed on September 26, 2018.
14.1	Business Ethics Policy and Code of Conduct, adopted on April 30, 2007. Incorporated by reference to Exhibit 14 to the registrant's current report on Form 8-K filed on May 9, 2007.
21.1	List of subsidiaries of the registrant *
31.1	Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2	Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
32.2	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema*
101.CAL	XBRL Taxonomy Calculation Linkbase*

101.LAB	XBRL Taxonomy Label Linkbase*
101.PRE	XBRL Definition Linkbase Document*
101.DEF	XBRL Definition Linkbase Document*

*	Filed herewith
**	Furnished herewith
†	Management contract, compensatory plan or arrangement.

ITEM 16. FORM 10-K SUMMARY

Not applicable. 

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SIGNATURES

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

	PLANET GREEN HOLDINGS CORP.
Date: April 15, 2019	By: /s/ Hongxiang Yu
	Hongxiang Yu, Chief Executive Officer, President and Chairman (Principal Executive Officer)
	By: /s/ Yu Li
	Yu Li, Chief Financial Officer (Principal Financial and Accounting Officer)

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

Signature	Title	Date
	Chief Executive Officer, President
	and Chairman
/s/ Hongxiang Yu	(Principal Executive Officer)	April 15, 2019
Hongxiang Yu
	Chief Financial Officer
	(Principal Financial Officer and
/s/ Yu Li	Principal Accounting Officer)	April 15, 2019
Yu Li
/s/ Yimin Jin	Chief Strategy Officer and Director	April 15, 2019
Yimin Jin
/s/ Yuguo Zhang	Director	April 15, 2019
Yuguo Zhang
/s/ Yilei Shao	Director	April 15, 2019
Yilei Shao
/s/ Guangming Fang	Director	April 15, 2019
Guangming Fang

26

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