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Planet Green Holdings Corp. - Quarter Report: 2021 June (Form 10-Q)

 

 

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

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: June 30, 2021

 

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

 

For the transition period from ____________ to ____________

 

Commission File Number: 001-34449

 

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

 

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

 

36-10 Union St. 2nd Floor

Flushing, NY 11345
(Address of principal executive office and zip code)

 

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

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   PLAG   NYSE American

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

The number of outstanding shares of the registrant’s common stock as of August 13, 2021 was 29,681,930.

 

 

 

 

TABLE OF CONTENTS

 

    PAGE
     
PART I - FINANCIAL INFORMATION 1
     
ITEM 1 FINANCIAL STATEMENTS 2
     
ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3
     
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 6
     
ITEM 4 CONTROLS AND PROCEDURES 6
     
PART II - OTHER INFORMATION 7
     
ITEM 1 LEGAL PROCEEDINGS 7
     
ITEM 1A RISK FACTORS 7
     
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 7
     
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 7
     
ITEM 4 MINE SAFETY DISCLOSURES 7
     
ITEM 5 OTHER INFORMATION 7
     
ITEM 6 EXHIBITS 8
     
SIGNATURES 9

 

i

 

Caution Regarding Forward-Looking Statements

 

This quarterly report on Form 10-Q contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to the factors described in the section captioned “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission (the “SEC”).

 

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

 

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

  

ii

 

PART I

 

Use of Certain Defined Terms

 

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

 

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

 

  “Lucky Sky HK” refers to Lucky Sky Holdings Corporations (HK) Limited, a company incorporated in Hong Kong and formerly known as JianShi Technology Holding Limited.

 

  “Lucky Sky Planet Green” refers to Lucky Sky Planet Green Holdings Co., Limited, a company incorporated in Hong Kong.

 

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

 

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

 

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

 

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

 

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

 

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

 

  “Shenzhen Lorain” refers to Lorain Food Stuff (Shenzhen) Co., Ltd., a PRC limited liability company.

 

  “Anhui Ansheng” refers to Anhui Ansheng Equitpment Co., Ltd., a PRC limited liability company.

 

  “Taishan Muren” refers to Taishan Muren Agriculture Co. Ltd., a PRC limited liability company.

 

  “PLAG,” “we,” “us”, “our” and the “Company” refer to Planet Green Holdings Corp., a Nevada corporation, and except where the context requires otherwise, our wholly-owned subsidiaries and VIEs.

 

  “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.

 

1

 

ITEM 1. FINANCIAL STATEMENTS

   

PLANET GREEN HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2021 AND DECEMBER 31, 2020

(Stated in US Dollars)

  

CONTENTS   PAGES
     
Unaudited Condensed Consolidated Balance Sheets   F-2
     
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss   F-3
     
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity    F-4
     
Unaudited Condensed Consolidated Statements of Cash Flows   F-5
     
Notes to Financial Statements   F-6 to F-21

 

F-1

 

PLANET GREEN HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

AT JUNE 30, 2021 AND DECEMBER 31, 2020 

(Stated in US Dollars)

 

   30 June,
2021
   31 December,
2020
 
Assets        
Current assets        
Cash and cash equivalents  $1,445,606   $3,415,751 
Trade receivables, net   1,925,379    835,384 
Inventories   3,620,912    2,251,628 
Advances and prepayments to suppliers   7,262,730    5,922,562 
Other receivables and other current assets   4,957,617    1,091,815 
Related party receivable   1,917,741    
-
 
Total current assets  $21,129,985   $13,517,140 
           
Non-current assets          
Plant and equipment, net   16,934,109    4,596,637 
Intangible assets, net   3,616,526    1,516,467 
Construction in progress, net   2,204,466    
-
 
Prepayment for real-estates investments   7,244,470    
-
 
Deferred tax assets   1,156,737    
-
 
Goodwill   6,455,321    2,340,111 
Right-of-use assets   784,747    
-
 
Total Assets  $59,526,361   $21,970,355 
           
Liabilities and Stockholders          
Current liabilities          
Short-term bank loans  $4,382,685   $
-
 
Accounts payable   1,849,130    1,302,850 
Taxes payable   173,808    198,683 
Accrued liabilities and other payables   4,916,938    1,848,598 
Customers deposits   409,823    241,893 
Related party payable   1,586,878    19,850 
Lease payable-current portion   420,619    
-
 
Deferred income   65,788    15,682 
Total current liabilities  $13,805,669   $3,627,556 
           
Lease payable- non-current  $438,881   $
-
 
Long-term payables   124,612    31,364 
Total Liabilities  $14,369,162   $3,658,919 
           
Stockholders’ Equity          
Preferred Stock, $0.001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively  $
-
   $
-
 
Common Stock, $0.001 par value, 200,000,000 shares authorized; 24,009,930 and 11,809,930 shares issued and outstanding as of June 30, 2021 and December 31, 2020 respectively   24,010    11,810 
Additional paid-in capital   122,201,609    95,659,360 
Accumulated deficit   (86,794,375)   (84,331,897)
Accumulated other comprehensive income   7,640,048    6,972,163 
Non-controlling interests   2,085,907    
-
 
Total Stockholders’ Equity  $45,157,199   $18,311,436 
Total Liabilities and Stockholders’ Equity  $59,526,361   $21,970,355 

 

See Accompanying Notes to the Financial Statements

 

F-2

 

PLANET GREEN HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Stated in US Dollars)

 

   For the
three months ended
   For the
six months ended
 
   June 30,   June 30, 
   2021   2020   2021   2020 
Net revenues  $4,876,504   $471,441   $7,112,647   $1,306,152 
Cost of revenues   4,586,442    287,907    6,617,017    1,139,976 
Gross profit   290,061    183,534    495,630    166,176 
                     
Operating expenses:                    
Selling and marketing expenses   296,097    18,928    520,616    26,773 
General and administrative expenses   1,083,321    276,752    2,645,534    699,331 
Research & Developing Expenses   22,221    
-
    22,221    
-
 
Total operating expenses   1,401,639    295,680    3,188,371    726,104 
                     
Operating loss   (1,111,578)   (112,146)   (2,692,741)   (559,928)
                     
Other income (expenses):                    
Interest income (expense), net   312,626    (1,268)   203,124    (408)
Other income   (438,404)   1,830    (238,929)   2,244 
Other expenses   1,801    (6,090)   1,675    (149,377)
Total other (expenses) income   (123,977)   (5,528)   (34,130)   (147,541)
                     
Loss before income taxes   (1,167,295)   (117,674)   (2,658,611)   (707,469)
                     
Income tax expenses   
-
    
-
    147    
-
 
                     
Net (loss) income   (1,167,442)   (117,674)   (2,658,758)   (707,469)
                     
Less: Net loss attributable to non-controlling interest   (93,427)   
-
    (196,280)   
-
 
                     
Net loss attributable to common shareholders   (1,074,015)   
-
    (2,462,478)   
-
 
                     
Net loss  $(1,167,442)  $(117,674)  $(2,658,758)  $(707,469)
                     
Foreign currency translation adjustment   537,411    14,203    692,954    (291,824)
                     
Total comprehensive loss  $(630,031)  $(103,471)  $(1,965,804)  $(999,293)
                     
Less: Comprehensive loss attribute to non-controlling interest   (58,832)   
-
    (171,212)   
-
 
Comprehensive loss attribute to common share holders   (571,198)   (103,471)   (1,794,593)   (999,293)
                     
Loss per common shareholders - Basic and diluted  $(0.05)  $(0.01)  $(0.12)  $(0.08)
Basic and diluted weighted average shares outstanding   23,698,819    9,227,765    20,213,245    8,332,697 

 

See Accompanying Notes to the Financial Statements

 

F-3

 

PLANET GREEN HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS

FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Stated in US Dollars)

 

                       Accumulated         
           Additional           Other   Non-     
   Number of   Common   Paid-in   Statutory   Accumulated   Comprehensive   Controlling     
   Shares   Stock   Capital   Reserves   Deficit   Income   Interests   Total 
                                 
Balance, January 1, 2020   7,877,765    7,878    85,803,421    
         -
    (73,280,734)   8,203,941    -    20,734,506 
Net loss   -    
-
    
-
    
-
    (707,469)   
-
    
-
    (707,469)
Issuance of common stock for cash   1,350,000    1,350    3,508,650    
-
    
-
    
-
    
-
    3,510,000 
Foreign currency translation adjustment   -    
-
    
-
    
-
    -    (291,824)   -    (291,824)
Balance, June 30, 2020   9,227,765    9,228    89,312,071    
-
    (73,988,203)   7,912,117    -    23,245,213 
                                         
Balance, January 1, 2021  $11,809,930   $11,810   $95,659,360   $
-
   $(84,331,897)  $6,972,163   $-   $18,311,436 
Net loss   -    
-
    
-
    
-
    (2,462,478)   
-
    (196,280)   (2,658,758)
Issuance of shares for acquisition   5,500,000    5,500    12,809,500    
-
    
-
    
-
    
-
    12,815,000 
Issuance of common stock for cash   6,700,000    6,700    13,732,749    
-
    
-
    
-
    
-
    13,739,449 
Acquiring subsidiaries   -    
-
    -    
-
    
-
    
-
    2,257,119    2,257,119 
Foreign currency translation adjustment   -    
-
    
-
    
-
    
-
    667,886    25,068    692,954 
Balance, June 30, 2021  $24,009,930   $24,010   $122,201,609   $
-
   $(86,794,375)  $7,640,049   $2,085,907   $45,157,199 

 

See Accompanying Notes to the Financial Statements

 

F-4

 

PLANET GREEN HOLDINGS CORP.

Unaudited Condensed Statements of Cash Flows

For the six months ended June 30, 2021 and 2020

(Stated in US Dollars)

 

   2021   2020 
CASH FLOWS FROM OPFRATING ACTIVITIFS:        
Net (loss) income  $(2,658,758)  $(707,469)
Adjustments to reconcile net loss to cash (used in) provided by operating activities:          
Depreciation   951,935    167,501 
Amortization   140,813    80,194 
Bad debt expenses   81,574    2,083 
Acquisition of subsidiaries   (3,705,336)   
-
 
Account receivables   54,292    (1,517,409)
Inventory   (357,465)   (196,399)
Prepayments and deposit   (600,257)   (2,513,530)
Other receivables   (3,432,822)   
-
 
Accounts payables   (73,189)   (1,588,906)
Advance from customer   145,769    
-
 
Other payables and accruals   42,514    
-
 
Taxes payable   (49,154)   
-
 
Net cash used in operating activities  $(8,838,680)  $(6,273,935)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Purchase of plant and equipment   (310,702)   (332,394)
Purchase of real-estates   (7,231,361)   
-
 
Net cash used in investing activities  $(7,542,063)  $(332,394)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Payments of short-term loan - bank   
-
    112,246 
Changes in related party balances, net   142,643    (102,714)
Proceeds from issuance of common stock   13,739,449    3,510,000 
Net cash provided by financing activities  $13,882,092   $3,519,532 
           
Net increase (decrease) in cash and cash equivalents   (2,498,651)   (3,086,797)
           
Effect of foreign currency translation on cash and cash equivalents   528,506    (75,246)
           
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR   3,415,751    7,403,323 
           
CASH AND CASH EQUIVALENTS AT END OF YEAR  $1,445,606   $4,241,280 
           
Supplementary cash flow information:          
Interest received   30,925   $170 
Interest paid   234,048   $15,989 

 

F-5

 

PLANET GREEN HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2021 AND DECEMBER 31, 2020
(Stated in U.S. Dollars)

 

1. Organization and Principal Activities

 

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

 

Going Concern

 

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the Company has incurred a net loss of $2,462,478 for the six months ended June 30, 2021. As of June 30, 2021, the Company had an accumulated deficit of $86,794,375; its net cash used in operating activities for the six months ended June 30, 2021 was $8,838,680.

 

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

 

2. Summary of Significant Accounting Policies

 

Method of accounting

 

Management has prepared the accompanying financial statements and these notes according to generally accepted accounting principles in the United States of America; the Company maintains its general ledger and journals with the accrual method accounting.

 

Principles of consolidation

 

The accompanying consolidated financial statements include the assets, liabilities, and results of operations of the Company, and its subsidiaries, which are listed below:

 

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

 

Name   Place of incorporation   Ownership
Planet Green Holdings Corporation (BVI)   The British Virgin Islands   100% owned by Planet Green Holdings Corp (Nevada)
Lucky Sky Planet Green Holdings Co., Limited   Hong Kong   100% owned by Planet Green Holdings Corp (BVI)
Jiayi Technologies (Xianning) Co., Ltd.   PRC   100% owned by Lucky Sky Planet Green Holdings
Fast Approach Inc.   Canada   100% owned by Planet Green Holdings Corp (BVI)
Shanghai Shuning Advertising Co., Ltd.   PRC   100% owned by Fast Approach Inc.
Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.   PRC   VIE of Jiayi Technologies (Xianning) Co., Ltd.
Jilin Chuangyuan Chemical Co., Ltd.   PRC   VIE of Jiayi Technologies (Xianning) Co., Ltd.
Xianning Bozhuang Tea Products Co., Ltd.   PRC   VIE of Jiayi Technologies (Xianning) Co., Ltd.

 

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

 

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

 

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

 

On December 20, 2019, The Lucky Sky Holdings Corporations (H.K.) Limited sold 100% of equity interest in Shanghai Xunyang.

 

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

 

F-6

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Consolidation of Variable Interest Entity

 

On September 27, 2018, through Shanghai Xunyang, the Company entered into exclusive 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.

 

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

 

On December 20, 2019, we sold 100% of equity interest in Shanghai Xunyang and terminated its VIE agreements with Xianning Bozhuang, Shenzhen Lorain, and Taishan Muren.

 

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

 

On September 6, 2020, it terminated its VIE agreements with Shenzhen Lorain and Taishan Muren.

 

On January 6, 2021, through Jiayi Technologies (Xianning) Co., Ltd, formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd, the Company entered into exclusive VIE agreements (“VIE Agreements”) with Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd, as well as their shareholders, which 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 their accounts as VIEs.

 

On March 9, 2021, through Jiayi Technologies (Xianning) Co., Ltd, formerly known as Lucky Sky Petrochemical Technology (Xianning) Co., Ltd., the Company entered into exclusive VIE agreements (“VIE Agreements”) with Jilin Chuangyuan Chemical Co., Ltd., as well as their shareholders, which 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 their accounts as VIEs.

 

F-7

 

Each of the VIE Agreements is described in detail below

 

Consultation and Service Agreement

 

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

 

Business Cooperation Agreement

 

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

 

Equity Pledge Agreements

 

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

 

Equity Option Agreements

 

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

 

Voting Rights Proxy Agreements

 

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

 

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

 

Use of estimates

 

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclose the contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available when the estimates are made; however, actual results could differ materially from those estimates.

 

Cash and cash equivalents

 

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

 

F-8

 

Investment securities

 

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

 

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

 

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

 

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

 

Trade receivables

 

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

 

Inventories

 

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

 

Advances and prepayments to suppliers

 

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

 

Plant and equipment

 

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

 

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

 

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

 

Intangible assets

 

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

  

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

 

Construction in progress and prepayments for equipment

 

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

 

F-9

 

Goodwill

 

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

 

Accounting for the impairment of long-lived assets

 

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

 

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

 

Statutory reserves

 

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

 

Foreign currency translation

 

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

 

   06/30/2021   12/31/2020   06/30/2020 
Period-end US$: CDN$ exchange rate   1.2400    1.2754    1.3656 
Period-end US$: RMB exchange rate   6.4601    6.5326    7.0795 
Period average US$: CDN$ exchange rate   1.2465    1.3409    1.3650 
Period average US$: RMB exchange rate   6.4718    6.8996    7.0292 

 

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

 

Revenue recognition

 

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

 

The Company derives its revenues from selling high-grade synthetic fuel products, industrial formaldehyde solution, urea-formaldehyde pre-condensate (UFC), methylal, urea-formaldehyde glue for environment-friendly artificial board chemicals, and tea products. The Company applies the following five steps to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

identify the contract with a customer;
identify the performance obligations in the contract;
determine the transaction price;
allocate the transaction price to performance obligations in the contract; and;
Recognize revenue as the performance obligation is satisfied.

 

Advertising

 

All advertising costs are expensed as incurred.

 

Shipping and handling

 

All outbound shipping and handling costs are expensed as incurred.

 

F-10

 

Research and development

 

All research and development costs are expensed as incurred.

 

Retirement benefits

 

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

 

Stock-based compensation

 

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

 

Income taxes

 

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

 

Comprehensive income

 

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

 

Earnings per share

 

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

 

Financial instruments

 

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

 

Level 1 - inputs to the valuation methodology used quoted prices for identical assets or liabilities in active markets.
Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and information that are observable for the asset or liability, either directly or indirectly, for substantially the financial instrument’s full term.
Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

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

 

Lease

 

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

 

F-11

 

Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term.

 

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

 

Commitments and contingencies 

 

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

Recent accounting pronouncements

 

In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this Update affect any entity required to apply the provisions of Topic 220, Income Statement – Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income required by GAAP. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued, and (2) for all other entities for reporting periods for which financial statements have not however been made available for issuance. The amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company does not believe the adoption of this ASU would affect the Company’s financial statements.

 

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

 

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s balance sheets, statements of income, and comprehensive income and statements of cash flows.

 

3. Restricted Cash

 

Restricted cash represents interest-bearing deposits placed with banks to secure banking facilities in the form of loans and notes payable. The funds are restricted from immediate use and are designated for the settlement of loans or notes when they become due.

 

4. Variable interest entity (“VIE”)

 

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

 

1) The power to direct activities at Xianning Bozhuang Tea Products Co., Ltd., Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. and Jilin Chuangyuan Chemical Co., Ltd. that most significantly impact such entity’s economic performance, and

 

F-12

 

2) The obligation to absorb losses and the right to receive benefits from Xianning Bozhuang Tea Products Co., Ltd., Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. and Jilin Chuangyuan Chemical Co., Ltd.that could potentially be significant to such entities. Under the Contractual Arrangements, Xianning Bozhuang Tea Products Co., Ltd.,Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. and Jilin Chuangyuan Chemical Co., Ltd. pay service fees equal to all of its net income to PLAG WFOE. At the same time, PLAG WFOE is obligated to absorb all of the Xianning Bozhuang Tea Products Co., Ltd.’s, Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.’s and Jilin Chuangyuan Chemical Co., Ltd.’s losses. The Contractual Arrangements are designed to operate Xianning Bozhuang Tea Products Co., Ltd., Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. and Jilin Chuangyuan Chemical Co., Ltd. for the benefit of PLAG WFOE and ultimately, the Company. Accordingly, the accounts of Xianning Bozhuang Tea Products Co., Ltd., Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. and Jilin Chuangyuan Chemical Co., Ltd. are consolidated in the accompanying consolidated financial statements. In addition, those financial positions and results of operations are included in the Company’s consolidated financial statements.

 

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

 

   06/30/2021   12/31/2020 
Cash and cash equivalents  $619,776   $528,048 
Accounts receivable, net   1,925,379    835,384 
Other receivables   1,000,436    7,726,607 
Inventories, net   3,620,912    2,251,628 
Prepayments   2,032,708    1,215,089 
Related party receivable   9,757,805    - 
TOTAL CURRENT ASSETS   18,957,015    12,556,756 
           
Plan and equipment, net   16,929,124    4,592,615 
Intangible assets, net   3,596,542    1,491,614 
Construction in progress, net   2,204,466    - 
Deferred tax assets   1,156,737    - 
Right-of-use assets   784,747    - 
TOTAL ASSETS  $43,628,632   $18,640,985 
           
Short-term bank loans  $4,334,298   $- 
Accounts payable   1,567,938    1,017,373 
Advance from customer   373,968    213,469 
Other payables and accrued liabilities   4,310,582    8,951,118 
Other payables - related party   16,826,621    2,716,537 
Taxes payable   119,335    171,231 
Deferred income   -    - 
Lease payable-current portion   420,619    - 
TOTAL CURRENT LIABILITIES   27,953,362    13,069,728 
           
Lease payable- non-current   438,881    - 
Long term payable   124,612    - 
TOTAL LIABILITIES  $28,516,855   $13,069,728 
           
Paid-in capital   20,305,655    6,314,908 
Retained earnings   (4,590,235)   (793,601)
Accumulated other comprehensive income   (603,643)   49,950 
Total Equity   15,111,778    5,571,257 
           
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY  $43,628,632   $18,640,985 

 

5. Business Combination

 

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

 

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

 

F-13

 

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

 

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

 

Total consideration at fair value  $4,730,000 

 

   Fair Value 
Cash  $114,162 
Accounts receivable, net   
-
 
Inventories, net   584,119 
Advances to suppliers   1,104,705 
Other receivables   536,090 
Right-of-use assets   1,044,933 
Plant and equipment, net   3,867,906 
Deferred tax assets   281,243 
Goodwill   923,313 
Total assets  $8,456,471 
      
Short-term loan - bank   (440,522)
Lease Payable-current portion   (406,376)
Accounts payable   (715,019)
Advance from customers   (627,128)
Other payables and accrued liabilities   (50,080)
Lease Payable-non current portion   (818,446)
Income taxes payable   (217)
Total liabilities   (3,057,793)
Noncontrolling interest   (668,678)
Net assets acquired  $4,730,000 

 

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

 

Acquisition of Jilin Chuangyuan Chemical Co., Ltd.

 

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

 

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

 

F-14

 

The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation at the date of the acquisition of Jilin Chuangyuan Chemical Co., Ltd.:

 

Total consideration at fair value  $8,085,000 

 

   Fair Value 
Cash  $95,237 
Accounts receivable, net   868,874 
Inventories, net   581,569 
Advances to suppliers   388,349 
Other receivables   123,969 
Other receivables-RP   212,594 
Plant and equipment, net   11,109,220 
Intangible assets, net   2,149,910 
Deferred tax assets   415,154 
Goodwill   3,191,897 
Total assets  $19,136,773 
      
Short-term loan - bank   (3,826,934)
Long term payable   (1,162,355)
Accounts payable   (575,495)
Advance from customers   (291,655)
Other payables and accrued liabilities   (2,815,356)
Other payables-RP   (765,387)
Income taxes payable   (1,073)
Total liabilities   (9,438,255)
Non controlling interest   (1,613,518)
Net assets acquired  $8,085,000 

 

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

 

6. Trade Receivables

 

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

 

   06/30/2021   12/31/2020 
Trade accounts receivable  $2,053,250   $881,533 
Less: Allowance for doubtful accounts   (127,871)   (46,149)
   $1,925,379   $835,384 
           
Allowance for doubtful accounts:          
Beginning balance  $(46,149)  $
-
 
Additions to allowance   (81,722)   (46,149)
Bad debt written-off   
-
    
-
 
Ending balance  $(127,871)  $(46,149)

 

7. Advances and prepayments to suppliers

 

Advances and prepayments include investment deposit to guarantee its investment contracts and advance payment to suppliers and vendors for the procurement of raw materials.

 

Prepayments consist of the following:

 

   06/30/2021   12/31/2020 
Investment deposit  $2,294,082   $3,061,568 
Prepayment to suppliers and vendors   4,968,648    2,860,994 
Total  $7,262,730   $5,922,562 

 

F-15

 

8. Other receivable

 

As of June 30, 2021, the balance of other receivables was $4,957,617. The balance was mainly derived from loans to Anhui Ansheng Petrochemical Equipment Co., Ltd.

 

9. Inventories

 

Inventories consisted of the following as of June 30, 2021 and December 31, 2020

 

   6/30/2021   12/31/2020 
Raw materials  $1,508,116   $240,468 
Inventory of supplies   12,425    13,873 
Work in progress   1,608,457    1,991,749 
Finished goods   491,914    5,538 
Total  $3,620,912   $2,251,628 

 

10. Plant and Equipment

 

Plant, and equipment consisted of the following as of June 30, 2021 and December 31, 2020:

 

   06/30/2021   12/31/2020 
At Cost:        
Buildings  $13,855,590   $3,952,207 
Machinery and equipment   10,004,541    1,103,152 
Office equipment   398,826    82,670 
Motor vehicles   1,333,418    161,590 
    25,592,375    5,299,619 
Less: Impairment   (818,491)   
-
 
Less: Accumulated depreciation   (7,839,775)   (702,982)
    16,934,109    4,596,637 
Construction in progress   2,204,466    - 
   $19,138,575   $4,596,637 

 

Depreciation expense for the six months ended June 30, 2021 and 2020 was $ 953,660 and $ 132,554 respectively.

 

11. Intangible Assets

 

   06/30/2021   12/31/2020 
At Cost:        
Land use rights   3,290,456    801,170 
Software licenses   73,495    56,949 
Trademark   
979,8843
    955,974 
   $4,343,834   $1,814,093 
           
Less: Accumulated amortization   (727,308)   (297,626)
   $3,616,526   $1,516,467 

 

Amortization expense for the six months ended June 30, 2021 and 2020 was $112,418 and $34,276, respectively.

 

F-16

 

12. Prepayment for real-estates investments

 

The Company purchased a real-estates, a commercial complex, for investments purpose. The company paid $7,244,470 for the commercial complex to the seller, Lucky Sky, on April 22, 2021.

 

13. Other payable

 

As of June 30, 2021, the balance of other payable was $4,916,938 in which $2,580,476 are payable to the former related party of Jilin Chuangyuan Chemical Co., Ltd. Other payables are those nontrade payables arising from transactions between the Company and certain third parties.

 

14. Related Parties Transaction

 

As of June 30, 2021 and December 31, 2020, the outstanding balance due to related parties is $1,586,878 and $19,850 respectively.

 

The outstanding balance of $1,114,534 as of June 30, 2021, was due to Ms. Yan Yan, the spouse of the legal representative of Jilin Chuangyuan Chemical Co., Ltd. The balance was advanced for working capital of the Company, non-interest bearing, and unsecured unless further disclosed.

 

The outstanding balance of $309,593 as of June 30, 2021 was due to the senior managements of Jilin Chuangyuan Chemical Co., Ltd. The balance was advances for working capital of the Company, non-interest bearing, and unsecured, unless further disclosed.

 

The outstanding balance of $140,000 as of June 30, 2021 was due to Zhou Bin, Chief Executive Officer and a shareholder of the company. The balance was advances for working capital of the Company, non-interest bearing, and unsecured, unless further disclosed.

 

As of June 30, 2021 and December 31, 2020, the outstanding balance of Mr. Yang Yong, an executive of the subsidiary, was $22,751 and $19,850, respectively. The balance was advances for working capital of the Company, non-interest bearing, and unsecured, unless further disclosed.

 

As of June 30, 2021 and December 31, 2020, the outstanding balances due from the related parties were $1,917,741 and $0, respectively.

 

As of June 30, 2021, the outstanding balances of $214,981 were due from Meihekou Chuangyuan Chemical Co., Ltd., controlled by Yongsheng Chen, a senior management and legal representative of Jilin Chuangyuan Chemical Co., Ltd. The amounts are due on demand, non-interest bearing, and unsecured.

 

As of June 30, 2021, the outstanding balances of $1,702,760 were due from Yongsheng Chen, a senior management and legal representative of Jilin Chuangyuan Chemical Co., Ltd. The amounts are due on demand, non-interest bearing, and unsecured.

 

F-17

 

15.Goodwill

 

The changes in the carrying amount of goodwill by reportable segment are as follows

 

Balance as of December 31, 2019  Fast  
JSSH
  
JLCY
 
Goodwill acquired through acquisition  $4,679,940   $-   $- 
Goodwill impairment   -2,339,829    -    - 
Balance as of December 31, 2020   2,340,111    
-
    
-
 
Goodwill acquired through acquisition   
-
    923,313    3,191,897 
Balance as of June 30, 2021  $2,340,111   $923,313    3,191,897 

 

16. Bank Loans

 

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

 

Lender  Maturities  Weighted
average
interest rate
   30 June,
2021
   31 December,
2020
 
Rural Credit Cooperatives of Jilin Province, Jilin Branch  Due in November 2021   7.83%   3,869,909                  - 
                   
Industrial and Commercial Bank Of China, Jingshan Branch  Due in December 2021   
4,45
%   464,389    - 
                   
Government of Canada  Due in December 2021   0%   48,387    

-

 

 

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

 

Loan from Industrial And Commercial Bank Of China, Jingshan Branch was line on credit obtained for general working capital.

 

17. Equity

 

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

 

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

 

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

 

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

 

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

 

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

 

F-18

 

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

 

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

 

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

 

As of June 30, 2021, there were 24,009,930 shares of common stock outstanding.

 

18. Income Taxes

 

All of the Company’s continuing operations are located in the PRC. The corporate income tax rate in the PRC is 25%.

 

The following tables provide the reconciliation of the differences between the statutory and effective tax expenses for the six months ended June 30, 2021 and 2020:

 

   06/30/2021   06/30/2020 
Loss attributed to PRC operations  $(1,690,866)  $(585,269)
Loss attributed to U.S. and Canadian operations   (771,612)   (122,200)
Income attributed to BVI   
-
    
-
 
Loss before tax  $(2,462,478)  $(707,469)
           
PRC Statutory Tax at 25% Rate   (615,620)   (176,867)
Effect of tax exemption granted   
-
    
-
 
Valuation allowance   615,767    176,867 
Income tax  $

147

   $
-
 
           
Per Share Effect of Tax Exemption   
 
    
 
 
           
Effect of tax exemption granted  $
-
   $
-
 
Weighted-Average Shares Outstanding Basic   20,213,245    8,332,697 
Per share effect  $
-
   $
-
 

 

The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate was as follows as of June 30, 2021 and 2020:

 

   06/30/2021   06/30/2020 
U.S. federal statutory income tax rate   21%   21%
Higher (lower) rates in PRC, net   4%   4%
Non-recognized deferred tax benefits in the PRC   (25)%   (25)%
The Company’s effective tax rate   0%   0%

 

F-19

 

19. Earnings/(Loss) Per Share

 

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

 

   For the six months ended 
   June 30, 
   2021   2020 
Loss from operations attributable to common stockholders  $(2,462,478)  $(707,469.00)
           
Basic and diluted (loss) earnings per share denominator:          
Original Shares:   11,809,930    7,877,765 
Additions from Actual Events -issuance of common stock for acquisition   2,163,536    
-
 
Additions from Actual Events -issuance of common stock for cash   2,327,072    
-
 
Additions from Actual Events -issuance of common stock for acquisition   2,078,453    
-
 
Additions from Actual Events -issuance of common stock for cash   1,834,254    454,932 
Basic Weighted Average Shares Outstanding   20,213,245    8,332,697 
           
Loss per share - Basic and diluted   (0.12)   (0.08)
Weighted Average Shares Outstanding- Basic and diluted   20,213,245    8,332,697 

 

20. Concentrations

 

Customers Concentrations:

 

The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the six months ended June 30, 2021 and 2020.

 

   For the periods ended 
   June 30, 2021   June 30, 2020 
Customers  Amount $   %   Amount $   % 
A   1,317,909    19    
-
    
-
 
B   1,066,376    15    
-
    
-
 
C   1,000,797    14    
-
    
-
 
D   
-
    
-
    164,884    15 
E             442,956    41 
F             474,807    44 

 

Suppliers Concentrations

 

The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchase for the six months ended June 30, 2021 and 2020.

 

   For the periods ended 
   June 30, 2021   June 30, 2020 
Suppliers  Amount $   %   Amount $   % 
A   5,006,889    51    
-
    
-
 
B   
-
    
-
    79,276    13 
C   
-
    
-
    164,163    27 
D   
-
    
-
    74,427    12 
              119,217    20 

 

21. Lease commitments

 

Effective December 31, 2018, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the package of practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. The Company adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. The impact of the adoption on December 31, 2018 increased the right-of-uses and lease liabilities by approximately $1.65 million.

 

The Company had a land, facilities and factory lease agreement with a 5-year lease term starting in April 2018 until April 2023. Upon adoption of ASU 2016-02, the Company recognized lease liabilities of approximately $1.65 million, with corresponding Right-of-Use ( ROU ) assets of the same amount based on the present value of the future minimum rental payments of the new lease, using an effective interest rate of 4.75%, which is determined using an incremental borrowing rate.

 

F-20

 

The weighted average remaining lease term of its existing leases is 1.83 years.

 

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

 

For the three months ended June 30, 2021 and 2020, rent expenses amounted to $110,427 and $100,766, respectively.

 

For the six months ended June 30, 2021 and 2020, rent expenses amounted to $220,854 and $201,531, respectively.

 

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

 

Twelve months ended December 31,  Operating lease amount 
2021  $220,854 
2022   441,708 
2023   147,236 
Total lease payment   809,799 
Less: interest   49,701 
Present value of lease liabilities  $859,500 

 

22. Segment reporting

 

The Company follows ASC 280, Segment Reporting, which requires that companies disclose segment data based on how management makes decision about allocating resources to segments and evaluating their performance. The Company’s management evaluates performance and determines resource allocations based on a number of factors, the primary measure being income from operations.

 

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

 

Segment reporting  06/30/2021   12/31/2020 
Fast Approach and Shanghai Xunyang  $205,360   $572,509 
Xianning Bozhuang   10,948,706    11,968,553 
Jingshan Sanhe   6,788,281    
-
 
Jilin Chuangyuan   18,051,581    
-
 
Jiayi Technologies (Xianning) Co., Ltd.   16,897,275    6,563,580 
Planet Green Holdings Corporation (BVI)   
-
    
-
 
Planet Green Holdings Corporation   4,625,832    853,486 
Lucky Sky Planet Green Holdings Co., Limited (H.K.).   2,009,326    2,012,228 
Total Assets  $59,526,361   $21,970,355 

 

23. Risks

 

A. Credit risk
   
  The Company’s deposits are made with banks located in the PRC. They do not carry federal deposit insurance and may be subject to loss of the banks become insolvent.
   
  Since the Company’s inception, the age of account receivables has been less than one year indicating that the Company is subject to minimal risk borne from credit extended to customers.
   
B. Interest risk
   
  The Company is subject to interest rate risk when short term loans become due and require refinancing.
   
C. Economic and political risks
   
 

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

 

24. Subsequent Events

 

On July 15, 2021, Planet Green Holdings Corp and Jiayi Technologies (Xianning) Co., Ltd., a subsidiary of the Company, entered into a Share Exchange Agreement with Anhui Ansheng Petrochemical Equipment Co., Ltd., and each of shareholders of the Anhui Ansheng Petrochemical Equipment Co., Ltd., pursuant to which, among other things and subject to the terms and conditions contained therein, the Subsidiary agreed to effect an acquisition of the Anhui Ansheng Petrochemical Equipment Co., Ltd. by acquiring from the Sellers 66% of the outstanding equity interests of the Anhui Ansheng Petrochemical Equipment Co., Ltd. Anhui Ansheng Petrochemical Equipment Co., Ltd is engaged in researching, developing, and manufacturing insulation type explosion-proof skid-mounted refueling equipment, LNG cryogenic equipment, and SF double-deck oil storage tank and selling such products in China. On July 16, 2021, the Company closed the Acquisition.

 

F-21

 

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

 

We are headquartered in Flushing, New York. After a series of acquisitions and dispositions in 2021 and 2020, our primary business, which is carried out by Jingshan Sanhe, Jilin Chuangyuan, Fast Approach Inc. and Xianning Bozhuang, is:

 

To manufacture black tea products and distribute such products;

To sell high-grade synthetic fuel products;

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

Multimedia design and online advertising services;

 

Going Concern

 

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the Company has incurred a net loss of $2,462,478 for the six months ended June 30, 2021. As of June 30, 2021, the Company had an accumulated deficit of $86,794,375; its net cash used in operating activities for the six months ended June 30, 2021 was $8,838,680.

 

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

 

Results of Operations

 

Three Months Ended June 30, 2021 Compared to three months Ended June 30, 2020

 

The following table summarizes the results of our operations during the three-month periods ended June 30, 2021 and June 30, 2020, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the three-month period ended June 30, 2021 compared to the three month period ended June 30, 2020:

 

   Three months ended   Increase /   Increase / 
   June 30,   Decrease   Decrease 
(In Thousands of USD)  2021   2020   ($)   (%) 
Net revenues   4,876    471    4,405    934 
Cost of revenues   4,586    288    4,298    1,493 
Gross profit   290    184    106    58 
Operating expenses:                    
Selling and marketing expenses   296    19    277    1464 
General and administrative expenses   1,105    277    829    291 
Operating loss   (1,112)   (112)   (999)   891 
Interest and other income   126    4    122    3050 
Other expenses   (2)   (6)   4    (67)
Interest expense   -    (3)   3    (100)
Loss before tax   (1,167)   (118)   (1,049)   892 
Income tax expense   -    -    -    - 
Net loss   (1,167)   (118)   (1,049)   892 

 

Net Revenues. Our net revenues for the three months ended June 30, 2021 amounted to $4.88 million, which represents an increase of approximately $4.41 million, or 934%, from 0.47 million for the three months ended June 30, 2020. This increase was attributable to the acquisition of certain subsidiaries and VIEs.

 

Cost of Revenues. During the three months ended June 30, 2021, we experienced an increase in cost of revenue of $4.30 million or 1493%, in comparison to the three months ended June 30, 2020, from approximately $0.3 million to $4.59 million. This increase was related to the acquisition of certain subsidiaries and VIEs.

 

Gross Profit. Our gross profit increased by $0.12 million, or 58%, to $0.29 million for the three months ended June 30, 2021 from $0.18 million for the three months ended June 30, 2020. This increase was mainly due to the reasons mentioned above, attributable to the acquisition of certain subsidiaries and VIEs.

 

Operating Expenses

 

Selling and Marketing Expenses. Our selling and marketing expenses increased by $0.28 million, or 1464%, to $ 0.30 million for the three months ended June 30, 2021 from $0.02 million for the three months ended June 30, 2020. This increase was mainly due to our effort to expand our business.

 

General and Administrative Expenses. We experienced an increase in general and administrative expense of $0.83 million from $0.28 million to approximately $1.11 million for the three months ended June 30, 2021, compared to the three months ended June 30, 2020. This increase was mainly due to the increase in professional service fees for the acquisition of the VIEs. 

 

3

 

Net Loss

 

Our net loss increased by $1.05 million, or 892%, to a net loss of $1.17 million for three months ended June 30, 2021 from a net loss of $0.12 million for the three months ended June 30, 2020. Such increase was primarily the result of the acquisition of certain subsidiaries and VIEs

 

Six Months Ended June 30, 2021 Compared to six months Ended June 30, 2020

 

The following table summarizes the results of our operations during the six-month periods ended June 30, 2021 and June 30, 2020, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the six-month period ended June 30, 2021 compared to the six month period ended June 30, 2020:

 

   Six months ended   Increase /   Increase / 
   June 30,   Decrease   Decrease 
(In Thousands of USD)  2021   2020   ($)   (%) 
Net revenues   7,113    1,306    5,806    445 
Cost of revenues   6,617    1,140    5,477    480 
Gross profit   495    166    329    198 
Operating expenses:                    
Selling and marketing expenses   521    27    494    1845 
General and administrative expenses   2,668    699    1,968    278 
Operating loss   (2,693)   (560)   (2,133)   381 
Interest and other income   (36)   6    (42)   (700)
Other expenses   (2)   (149)   147    (100)
Interest expense   -    (5)   5    (100)
(Loss) income before tax   (2,659)   (707)   (1,952)   276 
Income tax expense/(income)   -    -           
Net (loss) income   (2,659)   (707)   (1,952)   276 

 

Net Revenues. Our net revenues for the six months ended June 30, 2021 amounted to $7.11 million, which represents an increase of approximately $5.81 million, or 445%, from $1.31 million for the six months ended June 30, 2020. This increase was attributable to the acquisition of certain subsidiaries and VIEs.

 

Cost of Revenues. During the six months ended June 30, 2021, we experienced an increase in cost of revenue of $5.48 million or 480%, in comparison to the six months ended June 30, 2020, from approximately $1.14 million to $6.62 million. This increase was related to the acquisition of certain subsidiaries and VIEs and in line with an increase in revenue.

 

Gross Profit. Our gross profit increased by $0.33 million, or 198%, to $0.50 million for the six months ended June 30, 2021 from $0.17 million for the six months ended June 30, 2020. This increase was mainly due to the reasons mentioned above, attributable to the acquisition of certain subsidiaries and VIEs.

 

Operating Expenses

 

Selling and Marketing Expenses. Our selling and marketing expenses increased by $0.49 million, or 1845%, to $0.52 million for the six months ended June 30, 2021 from $0.03 million for the six months ended June 30, 2020. This increase was mainly due to our effort to expand our business.

 

General and Administrative Expenses. We experienced an increase in general and administrative expense of $1.95 million from $0.70 million to approximately $2.67 million for the six months ended June 30, 2021, compared to the six months ended June 30, 2020. This cost increase was mainly due to the increase in professional service fees for the acquisition of the VIEs.

 

Net Loss

 

Our net loss increased by $1.95 million, or 276%, to a net loss of $2.66 million for six months ended June 30, 2021 from a net loss of $0.71 million for the six months ended June 30, 2020. Such increase was primarily the result of the acquisition of certain subsidiaries and VIEs

 

4

 

Liquidity and Capital Resources

 

In assessing our liquidity, we monitor and analyze our cash-on-hand and our operating and capital expenditure commitments. Our liquidity needs are to meet our working capital requirements, operating expenses, and capital expenditure obligations. In the reporting period in the fiscal year 2021, our primary sources of financing have been cash generated from operations and private placements.

 

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

 

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

 

Management anticipates that our existing capital resources and anticipated cash flows from operations are adequate to satisfy our liquidity requirements for the next 12 months. 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 private placements.

 

As of June 30, 2021, we had cash and cash equivalents of $1.45 million compared to $3.45 million as of December 31, 2020. The debt to assets ratio was 24% and 17% as of June 30, 2021 and December 31, 2020, We expect to continue to finance our operations and working capital needs in 2021 from cash generated from operations and, if needed, private financings. Suppose available liquidity is not sufficient to meet our operating and loan obligations as they come due. In that case, our plans include pursuing alternative financing arrangements or reducing expenditures as necessary to meet our cash requirements. However, there is no assurance that we will raise additional capital or reduce discretionary spending to provide liquidity if needed. We cannot be sure of the availability or terms of any alternative financing arrangements.

 

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

 

Cash Flows Data:

 

   For the six months ended
June 30,
 
(In thousands of U.S. dollars)  2021   2020 
Net cash flows used in operating activities   (8,839)   (6,274)
Net cash flows used in investing activities   (7,542)   (332)
Net cash flows provided by financing activities   13,882   3,520 

 

Operating Activities

 

Net cash used in operating activities was $8.84 million and $6.27 million for the six months ended June 30, 2021 and 2020, respectively. The decrease in net cash used in operating activities was mainly due to an increase of $3.4 million in other receivables, an increase of $0.6 million in the prepayments and increase net loss from $0.71 million to $2.66 million.

 

Investing Activities

 

Net cash used in investing activities for six months ended June 30, 2021 was $7.5 million, representing an increase of $7.2 million in net cash used in investing activities from $0.33 million for the same period of 2020. This is mainly due to the purchase of a real-estates complex.

 

Financing Activities

 

Net cash provided by financing activities for the six months ended June 30, 2021, was $13.9 million, representing an increase of $10.4 million in net cash provided by financing activities from $3.52 million for the same period of 2020. This is mainly due to the proceeds from issuance of common stocks

 

Critical Accounting Policies

 

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

 

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

 

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

 

As of June 30, 2021, 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.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the 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 the design and operation of our disclosure controls and procedures as of June 30, 2021. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2021, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were not effective due to the continuing material weakness in our internal control over financial reporting. We have not identified additional material weaknesses since such time.

 

The material weakness and significant deficiency identified by our management as of June 30, 2021 related to the ability of the Company to record transactions and provide disclosures in accordance with GAAP. We did not have sufficient and skilled accounting personnel with an appropriate level of experience in the application of 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 United States, have not attended United States institutions for training as accountants, and have not attended extended educational programs that would provide sufficient relevant education relating to 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 GAAP-based reporting is inadequate.

 

We have commenced providing GAAP training sessions to our accounting team. The training sessions are organized to help our corporate accounting team gain experience in 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.

 

During the six months ended June 30, 2021, there were no changes in our internal control over financial reporting identified in connection with the evaluation performed during the period covered by this 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 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 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 errors and all fraud. 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 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 fraud, if any, have been detected. Also, 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 business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

  

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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company and accordingly we are not required to provide information required by this Item.

Notwithstanding the foregoing, the Company provides additional risk factor disclosures set forth below for investors to consider in connection with reviewing our businesses and considering investing in our securities.

 

We are a holding company with no material operations of our own, we conduct a substantial majority of our operations through our subsidiaries established in the PRC and operated as variable interest entities (VIE). We control and receive the economic benefits of our VIE’s business operations through certain contractual arrangements. If the PRC government deems that the VIE arrangements in relation to our VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

 

Planet Green is a Nevada company established in 1986 and is headquartered in Flushing, New York. We are a diversified technology and consumer products company with presence in North America and China through VIE entities.

 

On July 30, 2021, the Chairman of the SEC issued a statement highlighting potential issues resulting from recent China regulatory changes and guidance that may impact investors’ investments in China based entities. According to the SEC Chairman, the People’s Republic of China provided new guidance to and placed restrictions on China-based companies raising capital offshore, including through associated offshore shell companies. These developments include China government-led cybersecurity reviews of certain companies raising capital through offshore entities. This is relevant to U.S. investors. In a number of sectors in China, companies are not allowed to have foreign ownership and cannot directly list on exchanges outside of China. To raise money on such exchanges, many China-based operating companies are structured as Variable Interest Entities (VIEs). In such an arrangement, a China-based operating company typically establishes an offshore shell company in another jurisdiction, such as the Cayman Islands, to issue stock to public shareholders. For U.S. investors, this arrangement creates “exposure” to the China-based operating company, though only through a series of service contracts and other contracts. To be clear, though, neither the investors in the shell company’s stock, nor the offshore shell company itself, has stock ownership in the China-based operating company.”

 

On March 15, 2019, the National People’s Congress approved the Foreign Investment Law, which took effect on January 1, 2020 and replaced three existing laws on foreign investments in China, namely, the PRC Equity Joint Venture Law, the PRC Cooperative Joint Venture Law and the Wholly Foreign-owned Enterprise Law, together with their implementation rules and ancillary regulations. The Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic invested enterprises in China. The Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration of foreign investments in view of investment protection and fair competition.

According to the China Foreign Investment Law, “foreign investment” refers to investment activities directly or indirectly conducted by one or more natural persons, business entities, or otherwise organizations of a foreign country (collectively referred to as “foreign investor”) within China, and the investment activities include the following situations: (i) a foreign investor, individually or collectively with other investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares, equity shares, shares in assets, or other like rights and interests of an enterprise within China; (iii) a foreign investor, individually or collectively with other investors, invests in a new project within China; and (iv) investments in other means as provided by laws, administrative regulations, or the State Council. The “variable interest entity” structure, or VIE structure, has been adopted by many PRC-based companies, including us, to obtain necessary licenses and permits in the industries that are currently subject to foreign investment restrictions in China. Under the Foreign Investment Law, variable interest entities that are controlled via contractual arrangement would also be deemed as FIEs, if they are ultimately “controlled” by foreign investors. Therefore, for any companies with a VIE structure in an industry category that is included in the “negative list” as restricted industry, the VIE structure may be deemed legitimate only if the ultimate controlling person(s) is/are of PRC nationality (either PRC companies or PRC citizens). Conversely, if the actual controlling person(s) is/are of foreign nationalities, then the variable interest entities will be treated as FIEs and any operation in the industry category on the “negative list” without market entry clearance may be considered as illegal.

7 

 

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, cyber security, environmental regulations, land use rights, property and other matters. The central or local governments of jurisdictions such a China may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations or require us to relinquish ownership rights in some or all of our VIEs. 

 

Although the Company is currently not required to obtain permission from any of the PRC federal or local government to obtain permission and has not received any denial to list its securities on any U.S. securities exchange, it is uncertain when and whether the Company will be required to obtain permission from the PRC government to continue to list on U.S. exchanges in the future. 

We rely on contractual arrangements with our VIEs and their shareholders for a large portion of our business operations. These arrangements may not be as effective as direct ownership in providing operational control. Any failure by our VIEs or their shareholders to perform their obligations under such contractual arrangements would have a material and adverse effect on our business.

 

We have relied and expect to continue relying on contractual arrangements with our VIEs and their shareholders to operate our businesses in China and generate revenues.

 

These contractual arrangements may not be as effective as direct ownership in providing us with control over our VIEs. For example, our VIEs and their shareholders could breach their contractual arrangements with us by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests. If we had direct ownership of our VIEs, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of our VIEs, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. However, under the current contractual arrangements, we rely on the performance by our VIEs and their shareholders of their obligations under the contracts to exercise control over our VIEs. The shareholders of our consolidated VIEs may not act in the best interests of our company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate certain portions of our business through the contractual arrangements with our VIEs.

 

If our VIEs or their shareholders fail to perform their respective obligations under the contractual arrangements, we may have difficulty in enforcing any rights the Company may have under the VIE Agreements in PRC and have to incur substantial costs and expend additional resources to enforce such arrangements. For example, if the shareholders of our VIEs refuse to transfer their equity interest in our VIEs to us or our designee if we exercise the purchase option pursuant to these contractual arrangements, or if they otherwise act in bad faith toward us, then we may have to take legal actions to compel them to perform their contractual obligations. In addition, if any third parties claim any interest in such shareholders’ equity interests in our VIEs, our ability to exercise shareholders’ rights or foreclose the share pledge according to the contractual arrangements may be impaired. If these or other disputes between the shareholders of our VIEs and third parties were to impair our control over our VIEs, our ability to consolidate the financial results of our VIEs would be affected, which would in turn result in a material adverse effect on our business, operations and financial condition.

 

There are uncertainties under the PRC laws relating to the procedures for U.S. regulators to investigate and collect evidence from companies located in the PRC.

 

According to Article 177 of the newly amended PRC Securities Law which became effective in March 2020 (the “Article 177”), the securities regulatory authority of the PRC State Council may collaborate with securities regulatory authorities of other countries or regions in order to monitor and oversee cross border securities activities. Article 177 further provides that overseas securities regulatory authorities are not allowed to carry out investigation and evidence collection directly within the territory of the PRC, and that any Chinese entities and individuals are not allowed to provide documents or materials related to securities business activities to overseas agencies without prior consent of the securities regulatory authority of the PRC State Council and the competent departments of the PRC State Council.

 

8 

 

 

Our principal business operation are conducted in the PRC. In the event that the U.S. regulators carry out investigation on us and there is a need to conduct investigation or collect evidence within the territory of the PRC, the U.S. regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC laws. The U.S. regulators may consider cross-border cooperation with securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or regulatory cooperation mechanism established with the securities regulatory authority of the PRC., although there can be no assurance that such cooperation will be granted. From time to time, the Company may receive requests from certain U.S. agencies to investigate or inspect the Company’s operations or to otherwise provide information. While the Company will be compliant with these requests from these regulators, there is no guarantee that such requests will be honored by those entities who provide services to us or with whom we associate, especially as those entities are located in China. Furthermore, an on-site inspection of our facilities by any of these regulators may be limited or entirely prohibited. Such inspections, though permitted by the Company and its affiliates, are subject to the capricious nature of Chinese enforcers and may therefore be impossible to facilitate. A result, U.S. investors may not have available to them certain protections otherwise available to investors in U.S. based public companies.

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

 

On April 26, 2021, the Company entered into a securities purchase agreement, pursuant to which three individuals residing in the PRC agreed to purchase an aggregate of 4,000,000 shares of the Company’s common stock, par value $0.001 per share, for an aggregate purchase price of $7,600,000, representing a purchase price of $1.90 per share. 

 

On July 15, 2021, the Company and Jiayi Technologies, a subsidiary of the Company, entered into a share exchange agreement with Anhui Ansheng Petrochemical, and each of shareholders of the target, pursuant to which, the Company issued an aggregate of 4,800,000 shares of common stock, par value $0.001 per share, of the Company, in in exchange for the acquisition of 66% of the outstanding equity interests of Anhui Ansheng.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

9

 

ITEM 6. EXHIBITS

 

The following exhibits are filed as part of this report.

 

Exhibit No.   Description
     
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   Share Exchange Agreement, dated as of July 15, 2021, by and among Planet Green Holdings Corp., Anhui Ansheng Petrochemical Equipment Co., Ltd. and sellers named therein.***
     
10.2   Lock-Up Agreement.***
     
10.3   Non-Competition and Non-Solicitation Agreement.***
     
10.4   Consultation and Service Agreement.***
     
10.5   Business Cooperation Agreement.***
     
10.6   Equity Pledge Agreement.***
     
10.7   Equity Option Agreement.***
     
10.8   Voting Rights Proxy and Financial Supporting Agreement.***
     
31.1   Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
     
31.2   Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
     
32.1   Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
     
32.2   Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
     
101.INS   Inline XBRL Instance Document.*
101.SCH   Inline XBRL Taxonomy Extension Schema Document.*
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

 

*Filed herewith.

 

**Furnished herewith.

 

***Previously filed as an exhibit to the company’s Form 8-K filed with the Securities and Exchange Commission on July 16, 2021.

 

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SIGNATURES

 

Pursuant to the requirements 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.

 

Date: August 13, 2021  
   
  PLANET GREEN HOLDINGS CORP.
   
  /s/ Bin Zhou
  Bin Zhou
  Chief Executive Officer
  (Principal Executive Officer)
   
  /s/ Lili Hu
  Lili Hu
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

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