8-K/A - PLAG - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported): April18, 2022

PLANET GREEN HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Nevada	001-34449	87-0430320
---	---	---
(State or other jurisdiction<br><br>of incorporation)	(Commission File Number)	(IRS Employer<br><br>Identification No.)
36-10 Union St. 2^nd^ Floor<br><br> <br>Flushing, NY	**<br><br> <br>11345**
---	---
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(718) 799-0380

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
---	---
☐	Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
---	---
☐	Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
---	---

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.01. Completion of Acquisition or Disposition of Assets

This Current Report on Form 8-K/A amends and supplements Items 9.01(a) and 9.01(b) of the Current Report on Form 8-K filed by Planet Green Holdings Corp. (the “Company”) on April 18, 2022 (the “Initial Form 8-K”) to include (i) audited financial statements for the years ended December 31, 2021 and 2020 of Allinyson Ltd., and (ii) unaudited consolidated pro forma financial statements reflecting ownership of Allinyson Ltd. as of and for the period ended December 31, 2021, which were permitted pursuant to Item 9 of Form 8-K to be excluded from the Initial Form 8-K and filed by amendment to the Initial Form 8-K no later than 71 days after the date the Initial Form 8-K was required to be filed.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

Allinyson Ltd. Audited Consolidated Financial Statements as of December 31, 2021 and 2020.

(b) Unaudited Pro Forma Financial Information

Planet Green Holdings Corp. Unaudited Pro Forma Condensed Combined Financial Statements as of December 31, 2021.

(d) Exhibits

Exhibit No.	Description
99.1*	Allinyson Ltd. Audited Consolidated Financial Statements as of December 31, 2021 and 2020.
99.2*	Planet Green Holdings Corp. Unaudited Pro Forma Condensed Combined Financial Statements as of December 31, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
*	Filed herewith
---	---

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, hereunto duly authorized.

Dated: April 21, 2022	PLANET GREEN HOLDINGS CORP.
	By:	/s/ Bin Zhou
	Name:	Bin Zhou
	Title:	Chief Executive Officer and Chairman

Exhibit 99.1

To:	The Board of Directors and Stockholders of
	Allinyson Ltd.

Report of Independent Registered PublicAccounting Firm

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Allinyson Ltd. and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related statements of operations and comprehensive income, change in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ WWC, P.C.

Certified Public Accountants

PCAOB ID: 1711

San Mateo, California

April 21, 2022

We have served as the Company’s auditor since 2021.

ALLINYSON LTD

Audited Consolidated Balance Sheets

As of December 31, 2021 and 2020

(Stated in US Dollars)

	December 31,
	2021			2020
Assets
Current assets
Cash and cash equivalents	$	246,322		$	7,401
Accounts receivable, net		372,538			-
Total current assets		618,860			7,401
Total non-current assets		-			-
Total assets	$	618,860		$	7,401
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable		301,593			-
Other payable		8,109			8,108
Other payables-related parties		73,623			31
Total current liabilities		383,325			8,139
Total non-current liabilities		-			-
Total liabilities	$	383,325		$	8,139
Commitments and contingencies		-			-
Stockholders’ equity
Registered capital		-			-
Retained earnings		236,735			(738	)
Accumulated other comprehensive loss		(1,200	)		-
Total stockholders’ equity	$	235,535		$	(738	)
Total liabilities and stockholders’ equity	$	618,860		$	7,401

See Accompanying Notes to the Financial Statements

ALLINYSON LTD

Audited Consolidated Statements of Operationsand Comprehensive Income (Loss)

For the Year Ended December 31, 2021 and 2020

(Stated in US Dollars)

	For the Years Ended
	December 31,
	2021			2020
Net revenues	$	2,181,329		$	-
Cost of revenues		1,902,381			-
Gross profit		278,948			-
Operating expenses
Selling and marketing expenses		-			-
General and administrative expenses		41,477			456
Total operating expenses		41,477			456
Operating (loss) income		237,471			(456	)
Other (expenses) income
Other income		-			-
Other expenses		-			-
Interest income		2			-
Interest expenses		(1	)		-
Total other (expense) income		1			-
(Loss) income before income taxes		237,472			(456	)
Income taxes expenses		-			-
Net (loss) income	$	237,472		$	(456	)
Foreign currency translation adjustment		(1,200	)		-
Total comprehensive (loss) income	$	236,272		$	(456	)

See Accompanying Notes to the Financial Statements

ALLINYSON LTD

Audited Consolidated Statements of Stockholders’Equity

For the Year Ended December 31, 2021 and 2020

(Stated in US Dollars)

						Accumulated
						Other
	Paid in		Retained			Comprehensive
	Capital		Earnings			Loss			Total
Balance, January 1, 2020	$	-	$	(282	)	$	-		$	(282	)
Net (loss) income		-		(456	)		-			(456	)
Foreign currency translation adjustment		-		-			-			-
Balance, December 31, 2020	$	-	$	(738	)	$	-		$	(738	)
Balance, January 1, 2021	$	-	$	(738	)	$	-		$	(738	)
Net (loss) income		-		237,473			-			237,473
Foreign currency translation adjustment		-		-			(1,200	)		(1,200	)
Balance, December 31, 2021	$	-	$	236,735		$	(1,200	)	$	235,535

See Accompanying Notes to the Financial Statements

ALLINYSON LTD

Audited Consolidated Statements of Cash Flows

For the Year Ended December 31, 2021 and 2020

(Stated in US Dollars)

	2021			2020
CASH FLOWS FROM OPFRATING ACTIVITIFS:
Net (loss) income	$	237,472		$	(456	)
Adjustments to reconcile net loss to cash provided by<br> (used in) operating activities:
Depreciation		-			-
Amortization		-			-
Change in operating assets and liabilities
Account receivables		(372,538	)		-
Accounts payables		301,593			-
Other payables and accruals		-			160
Other payables-related parties		72,728			31
Net cash provided by (used in) operating activities		239,255			(265	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by (used in) investing activities		-			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided by (used in) financing activities		-			-
EFFECT OF EXCHANGE RATE ON CASH		(334	)		-
NET INCREASE(DECREASE) IN CASH		238,921			(265	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		7,401			7,666
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	246,322		$	7,401

See Accompanying Notes to the Financial Statements

ALLINYSON LTD

Notes to Audited Consolidated Financial Statements

(Stated in US Dollars)

Note 1 — ORGANIZATION AND BUSINESS DESCRIPTION

Allinyson Ltd (“Allinyson” or “the Company”) is a holding Company incorporated in State of Colorado USA on May 13, 2021. The Company and its subsidiaries- Guangzhou Haishi Technology Co., Ltd and Baokuan Technology (Hong Kong) Limited are collectively referred to as the Group. The principal subsidiaries through which the Company conducts its business operations are the online game business; the platform channel business, which consists primarily of the online advertising business. The online game business is the Group’s core business. The Company is an emerging start-up online game developer and operator in China as measured by the Philippines popularity of the mobile game Legacy TLBB Mobile. The Group engages in the development, operation, and licensing of online games for mobile devices. This includes mobile games, which are played on mobile devices and require an Internet connection.

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES

Method of Accounting

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

Uses of Estimates

In preparing the financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses reporting period. These estimates are based on information as of the date of the financial statements. Significant estimates required to be made by management include, but are not limited to, provision for doubtful accounts, the valuation of inventories, useful lives of property, plant, and equipment and intangible assets, the recoverability of long-lived assets, valuation of accounts receivables, revenue recognition and deferred revenue, valuation of prepayments and other assets and realization of deferred tax assets. Actual results could differ from those estimates.

Cash

Cash comprises cash at banks and on hand, which includes deposits with original maturities of three months or less with commercial banks in Hongkong. Cash denominated in U.S. dollar equivalent of $246,322 and $7,401 as of December 31, 2021 and 2020, respectively, were held in accounts at financial institutions located in Hong Kong.

Accounts Receivables

Account 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 full amount is no longer probable. Bad debts are written off against allowances.

Property, Plant and Equipment, Net

Property and equipment mainly comprising office buildings, leasehold improvements, building improvements, office furniture, vehicles, and computer equipment (including servers) are stated at cost less accumulated depreciation and impairment. Fixed assets are depreciated at rates sufficient to write off their costs less impairment, if any, over the estimated useful lives of the assets on a straight-line basis, with no residual value. The estimated useful lives are as follows::

	Useful life
Buildings	20 years
Leasehold<br> and Building improvements	10 years
Office<br> equipment, fixtures, and furniture	5 years
Electronic<br> equipment	3 years
Automobile	4 years

Repairs and maintenance costs are charged to expenses as incurred, whereas the costs of renewals and betterment that extend the useful lives of fixed assets are capitalized as additions to the related assets. Retirements, sales, and disposals of assets are recorded by removing the costs, accumulated depreciation, and impairment with any resulting gain or loss recognized in the consolidated statements of comprehensive income.

Intangible assets

Intangible assets mainly comprise operating rights for licensed games, computer software, developed technologies and trademarks and domain names. Intangible assets are recorded at cost less accumulated amortization and impairments. Amortization is computed using the straight-line method over the estimated useful lives of the assets with no residual value. The estimated useful lives are as follows.

	Useful life
Operation<br> rights for licensed games	Contract<br> terms
Computer<br> Software	1-5<br> years
Developed<br> technologies	3-5<br> years
Trademarks<br> and domain names	5-30<br> years

Impairment of Long-lived Assets

Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. For the years ended December 31, 2021 and 2020, no impairment were recorded on book.

Receipts in Advance and Deferred Revenues

For online advertising services, cash payments that are received in advance of the delivery of services pursuant to applicable advertising contracts, are recorded as receipts in advance.

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 disclosure of the fair value of financial instruments held by the Company. 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 each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time 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 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

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.

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.

Revenue Recognition

The Company adopted ASC 606 “Revenue Recognition,” and 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:

1 .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.

The Group’s online advertising revenues are mainly generated from its mobile games. The Group signs contracts with advertisers to fix the advertising services to be provided and the prices for the services. Based on the contracts, the Group provides advertisement placements on its mobile games in different forms, including text, rich media, and video advertisements. Currently, the main type of pricing model is the Fixed Price Model, where merchants pay for display forms at fixed prices or prices established on a CPM (cost-per-thousand impression) /CPC (cost-per-click) basis. In all contracts where we typically have a single performance obligation, the transaction price is fully allocated to one single performance obligation using the stand-alone selling price. Revenue is recognized when the performance obligation has been met, which the advertisement is displayed as the merchants simultaneously consume the benefits as the advertisement is displayed or when an advertisement is viewed by mobile games’ users.

Value-added Tax (“VAT”) and RelatedSurcharges

Part of the Group’s revenues are subject to a PRC value-added tax (“VAT”) at a rate of 6% and related surcharges on VAT payable. To record VAT payable for these revenues, the Group adopted the net presentation method, which presents the difference between the output VAT (at a rate of 6%) and the available input VAT amount (at the rate applicable to the supplier). Also, There is a culture construction fee surcharge of 3% on gross revenues from the online advertising businesses from China Mainland.

Income taxes

Hong Kong

Entities incorporated in Hong Kong are subject to profits tax in Hong Kong at the rate of 16.5% for each of the years ended December 31, 2021 and 2020.

China

The CIT Law generally applies an income tax rate of 25% to all enterprise.

Foreign currency translation

Functional currency

An entity’s functional currency is the currency of the primary economic environment in which it operates, and normally is the currency of the environment in which the entity primarily generates and expends cash. Our management’s judgment is essential to determine our functional currency by assessing various indicators, including cash flows, sale prices, market prices, expenses, financing and inter-company transactions and arrangements. The functional currency of Baokuan Technology (Hongkong) Limited in Hong Kong is the U.S. dollar. The functional currencies of Guangzhou Haishi Technology Co., Ltd in China is RMB, rather than the U.S. dollar.

Foreign currency translation

Financial statements of entities with functional currencies other than the U.S. dollar are translated into the U.S. dollar, which is the reporting currency. Assets and liabilities are translated at the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the average exchange rates in effect during the reporting period. Shareholders’ equity accounts are translated using the historical exchange rates at the date the entry to shareholders’ equity was recorded, except for the change in retained earnings during the year, which is translated using the historical exchange rates used to translate each period’s income statement. Differences resulting from the translation of foreign currency to the reporting currency are recorded in accumulated other comprehensive income/(loss) in the consolidated balance sheets.

Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are re-measured at the applicable rates of exchange in effect at that date. Gains and losses resulting from foreign currency re-measurement are included in the consolidated statements of comprehensive income.

		12/31/2020
Period-end<br> RMB: US exchange rate	6.3757		6.5249
Period average RMB: US<br> exchange rate	6.4515		6.8976

All values are in US Dollars.

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

Recent accounting pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This update will require the recognition of a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, for all leases with terms longer than 12 months. For operating leases, the asset and liability will be expensed over the lease term on a straight-line basis, with all cash flows included in the operating section of the statement of cash flows. For finance leases, interest on the lease liability will be recognized separately from the amortization of the right-of-use asset in the statement of comprehensive income and the repayment of the principal portion of the lease liability will be classified as a financing activity while the interest component will be included in the operating section of the statement of cash flows. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and requires a modified retrospective approach to adoption. Early adoption is permitted. In September 2017, the FASB issued ASU No. 2017-13, which to clarify effective dates that public business entities and other entities were required to adopt ASC Topic 842 for annual reporting. A public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for annual reporting periods beginning after December 15, 2019, and interim reporting periods within annual reporting periods beginning after December 15, 2020. ASU No. 2017-13 also amended that all components of a leveraged lease be recalculated from the inception of the lease based on the revised after-tax cash flows arising from the change in the tax law, including revised tax rates. The difference between the amounts originally recorded and the recalculated amounts must be included in the income of the year in which the tax law is enacted. In November 2019, the FASB issued ASU No. 2019-10 to defer the effective date for all other entities by an additional year. In June 2020, the FASB issued ASU No. 2020-05, “Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) Effective Dates for Certain Entities” (“ASU 2020-05”) in response to the ongoing impacts to businesses in response to the coronavirus (COVID-19) pandemic. ASU 2020-05 provides a limited deferral of the effective dates for implementing previously issued ASU 606 and ASU 842 to provide relief to businesses and the difficulties they face during the pandemic. ASU 2020-05 affects entities in the “all other” category and public Not-For-Profit entities that have not gone into effect yet regarding ASU 2016-02, Leases (Topic 842). Entities in the “all other” category may defer to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company does not expect this guidance will have a material impact on its financial statements.

In June 2016, the FASB amended guidance related to the impairment of financial instruments as part of ASU2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which will be effective January 1, 2020. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss. In November 2018, the FASB issued ASU No. 2018-19, *Codification Improvements to Topic 326, Financial Instruments - Credit Losses,*which clarified that receivables from operating leases are not within the scope of Topic 326 and instead, impairment of receivables arising from operating leases should be accounted for following Topic 842. On May 15, 2019, the FASB issued ASU 2019-05, which provides transition relief for entities adopting the Board’s credit losses standard, ASU 2016-13. Specifically, ASU 2019-05 amends ASU 2016-13 to allow companies to elect irrevocably, upon adoption of ASU 2016-13, the fair value option for financial instruments that (1) were previously recorded at amortized cost and (2) are within the scope of the credit losses guidance in ASC 326-20, (3) are eligible for the fair value option under ASC 825-10, and (4) are not held-to-maturity debt securities. For entities that have adopted ASU 2016-13, the amendments in ASU 2019-05 are effective for fiscal years beginning after December 15, 2019, including interim periods therein. An entity may early adopt the ASU in any interim period after its issuance if the entity has adopted ASU 2016-13. For all other entities, the effective date will be the same as the effective date of ASU 2016-13. In November 2019, the FASB issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses.” ASU 2019-11 is an accounting pronouncement that amends ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The ASU 2019-11 amendment provides clarity and improves the codification to ASU 2016-03. The pronouncement would be effective concurrently with the adoption of ASU 2016-03. The pronouncement is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. In February 2020, the FASB issued ASU No. 2020-02, which provides clarifying guidance and minor updates to ASU No. 2016-13 – Financial Instruments – Credit Loss (Topic 326) (“ASU 2016-13”) and related to ASU No. 2016-02

Leases (Topic 842). ASU 2020-02 amends the effective date of ASU 2016-13, such that ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of this ASU on its financial statements.

10

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

In August 2018, the FASB Accounting Standards Board issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements on fair value measurements. ASU 2018-13 is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted for any removed or modified disclosures. The removed and modified disclosures will be adopted on a retrospective basis, and the new disclosures will be adopted on a prospective basis. The Company does not expect this guidance will have a material impact on its financial statements.

In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (“ASU 2020-01”), which is intended to clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for specific forward contracts and purchased options accounted for under Topic 815. ASU 2020-01 is effective for the Company beginning January 1, 2021. The Group is currently evaluating the effect of adopting this ASU on its 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.

Note 3 — ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

	December 31,		December 31,
	2021		2020
Accounts receivable	$	372,538	$	-
Less: allowance for doubtful accounts		-		-
Accounts receivable, net	$	372,538	$	-

There is no allowance for doubtful accounts and write-off for account receivable allowance during the years ended December 31, 2021, and 2020.

Note 4 — ACCOUNTS PAYABLE

As of December 31, 2021 and 2020, the Company has $301,593 and $0, respectively, of outstanding account payable balance. Account payable consist of amounts due to vendors including Hongkong Picsjoin Technology (HK) Ltd and Seenerray Technology (HK) Ltd for the daily procurement services.

Note 5 — RELATED PARTIES BALANCES AND TRANSACTIONS

Other Payables – Related Parties

Other payables–related parties are those non-trade payables arising from transactions between the Company and Mr. Li Chong (the shareholder of the Company), such as advanced made by the related party on behalf of the Company. This advance is unsecured and non-interest-bearing and due on demand

As of December 31, 2021 and 2020, the outstanding other payable – related parties balance due to Mr. Li Chong was $73,623 and $0, respectively.

Note 6 — OTHER PAYABLES

As of December 31, 2021 and 2020, the outstanding balance of other payable was $8,109 and $8,109, respectively. Other payables – third parties are those nontrade payables arising from transactions between the Company and certain third parties, these transactions were for the operations needs of the Company, the outstanding balance mainly included salary payable and other payable as of December 31, 2021 and 2020.

Note 7 — CONCENTRATIONS

Customers concentrations:

The following table sets forth information about each customer that accounted for 10% or more of the Company’s revenues for the years ended December 31, 2021 and 2020.

	For the years ended
Customers	31-Dec-21			31-Dec-20
	Amount	%		Amount	%
A			69
B			21			-
C			10			-

All values are in US Dollars.

As of December 31, 2021, three customers accounted for 69%, 21% and 10% of the Company’s revenues, respectively. As of December 31, 2020, no customer accounted for more than 10% of the Company’s revenue.

As of December 31, 2021, one customer accounted for 100% of the Company’s total accounts receivables. As of December 31, 2020, no customer accounted for more than 10% of the Company’s total accounts receivables.

Suppliers concentrations:

The following table sets forth information about each supplier that accounted for 10% or more of the Company’s purchase for the years ended December 31, 2021 and 2020.

	For the years ended
Suppliers	31-Dec-21			31-Dec-20
	Amount	%		Amount	%
A			54
B			26
C			-			-
D			-			-

All values are in US Dollars.

As of December 31, 2021, two suppliers accounted for 54% and 26% of the Company’s total purchase, respectively. As of December 31, 2020, no suppliers accounted for more than 10% of the Company’s total purchase.

As of December 31, 2021, two suppliers accounted for 71% and 29% of the Company’s total accounts payable. As of December 31, 2020, no suppliers accounted for more than 10% of the Company’s total accounts payable

Note 8 — RISKS

a.	Credit risks

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

b.	Economic and political risks

Part of 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.

The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

c.	Inflation risks

Management monitors changes in prices levels. Historically inflation has not materially impacted the Company’s financial statements; however, significant increases in the price of raw materials and labor that cannot be passed to the Company’s customers could adversely impact the Company’s results of operations.

Note 9 — SUBSEQUENT EVENTS

The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence concerning conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence concerning conditions that did not exist at the date of the balance sheet but arose after that date. The Company has evaluated subsequent events from December 31, 2021, through April 21, 2022, which is the date that these consolidated financial statements are available to be issued, and has determined that there were no material subsequent events that require disclosure.

Exhibit 99.2

Planet Green Holdings Corp.

Unaudited Pro Forma Condensed Combined BalanceSheet

As of December 31, 2021

(Stated in US Dollars)

			ALLINYSON			Adjustments		Combined
Assets
Current assets
Cash and cash equivalents	750,658		$	246,322		$	-	$	996,980
Restricted cash	380,750			-			-		380,750
Accounts receivable, net	3,819,073			372,538			-		4,191,611
Inventories	7,816,432			-			-		7,816,432
Advances to suppliers	5,681,083			-			-		5,681,083
Other receivables	1,185,136			-			-		1,185,136
Other receivables-related parties	7,670,434			-			-		7,670,434
Total current assets	27,303,566			618,860			-		27,922,426
Non-current assets
Plant and equipment, net	20,485,449			-			-		20,485,449
Intangible assets, net	4,199,651			-			-		4,199,651
Construction in progress, net	2,475,874			-			-		2,475,874
Prepayment investments	705,805			-			-		705,805
Long-term investments	3,136,910			-			-		3,136,910
Investment in real estates	7,770,943			-			-		7,770,943
Deferred tax assets	1,172,050			-			-		1,172,050
Goodwill	18,180,532			-			7,193,965		25,374,497
Right-of-use assets	584,802			-			-		584,802
Total non-current assets	58,712,016			-			7,193,965		65,905,981
Total assets	86,015,582		$	618,860		$	7,193,965	$	93,828,407
Liabilities and Stockholders’ Equity
Current liabilities
Short-term bank loans	6,822,054			-			-		6,822,054
Accounts payable	6,237,810			301,593			-		6,539,403
Advance from customers	6,190,091			-			-		6,190,091
Taxes payable	787,593			-			-		787,593
Other payables and accrued liabilities	8,635,189			8,109			-		8,643,297
Other payables-related parties	5,196,227			73,623			-		5,269,850
Lease liabilities-current portion	436,191			-			-		436,191
Deferred income	73,732			-			-		73,732
Total current liabilities	34,378,887			383,325			-		34,762,212
Non-current liabilities
Lease liabilities - non-current	-			-			-		-
Long-term payables	380,345			-			-		380,345
Total non-current liabilities	380,345			-			-		380,345
Total liabilities	34,759,232		$	383,325		$	-	$	35,142,557
Commitments and contingencies	-			-			-		-
Stockholders’ equity
Preferred stock: 0.001 par value, 5,000,000 shares<br> authorized; none issued and outstanding as of December 31, 2021	-			-			-		-
Common stock: 0.001 par value, 200,000,000 shares<br> authorized; 43,081,930 issued and outstanding as of December 31, 2021	35,582			-			7,500		43,082
Additional paid-in capital	133,232,224			-			7,186,465		140,418,689
Accumulated deficit	(94,072,383	)		236,735					(93,835,648	)
Accumulated other comprehensive income	7,711,057			(1,200	)				7,709,857
Non-controlling interests	4,349,870			-			-		4,349,870
Total stockholders’ equity	51,256,350		$	235,535		$	7,193,965	$	58,685,850
	86,015,582		$	618,860		$	7,193,965	$	93,828,407

All values are in US Dollars.

See Accompanying Notes to the Financial Statements

Planet Green Holdings Corp.

Unaudited Pro Forma Condensed Combined Statementof Operations

For the Year Ended December 31, 2021

(Stated in US Dollars)

	PLAG			ALLINYSON			Adjustments		Combined
Net revenues	$	37,767,964		$	2,181,329		$	-	$	39,949,293
Cost of revenues		33,921,709			1,902,381			-		35,824,090
Gross profit		3,846,255			278,948			-		4,125,203
Operating expenses
Selling and marketing expenses		2,053,452			-			-		2,053,452
General and administrative expenses		7,220,769			41,477			-		7,262,246
Research & Developing expenses		808,383			-			-		808,383
Total operating expenses		10,082,604			41,477			-		10,124,081
Operating (loss) income		(6,236,349	)		237,471			-		(5,998,878	)
Other (expenses) income
Other income		300,885			-			-		300,885
Other expenses		(90,646	)		-			-		(90,646	)
Interest income		1,455			2			-		1,457
Interest expenses		(646,572	)		(1	)		-		(646,573	)
Impairment of goodwill		(3,263,424	)		-			-		(3,263,424	)
Total other (expense) income		(3,698,302	)		1			-		(3,698,301	)
(Loss) income before taxes		(9,934,651	)		237,472			-		(9,697,179	)
Income tax expenses		(56,450	)		-			-		(56,450	)
Net (loss) income	$	(9,991,101	)	$	237,472		$	-	$	(9,753,629	)
Less: Net (loss) income attributable to non-controlling interest		(250,616	)		-			-		(250,616	)
Net (loss) income attributable to common shareholders	$	(9,740,485	)		237,472			-		(9,503,013	)
Foreign currency translation adjustment		761,962			(1,200	)		-		760,762
Total comprehensive (loss) income	$	(9,229,139	)	$	236,272		$	-	$	(8,992,867	)
Loss per share attributed to common shareholders
Basic and diluted		-			-			-		(0.29	)
Basic and diluted weight average shares outstanding		24,778,588			7,500,000			-		32,278,588

See Accompanying Notes to the Financial Statements

Planet Green Holdings Corp.

Unaudited Pro Forma Condensed Combined Statementof Operations

For the Year Ended December 31, 2020

(Stated in US Dollars)

	PLAG			ALLINYSON			Adjustments		Combined
Net revenues	$	3,638,801		$	-		$	-	$	3,638,801
Cost of revenues		2,369,736			-			-		2,369,736
Gross profit		1,269,065			-			-		1,269,065
Operating expenses
Selling and marketing expenses		160,109			-			-		160,109
General and administrative expenses		3,896,489			456			-		3,896,945
Research & Developing expenses		-			-			-		-
Total operating expenses		4,056,598			456			-		4,057,054
Operating (loss) income		(2,787,533	)		(456	)		-		(2,787,989	)
Other (expenses) income
Other income		213,321			-			-		213,321
Other expenses		(186,003	)		-			-		(186,003	)
Interest income		63			-			-		63
Interest expenses		(23,470	)		-			-		(23,470	)
Impairment of goodwill		(2,339,829	)		-			-		(2,339,829	)
Write off receivables from disposal of former subsidiaries		(6,078,623	)		-			-		(6,078,623	)
Total other (expense) income		(8,414,541	)		-			-		(8,414,541	)
(Loss) income before income taxes		(11,202,074	)		(456	)		-		(11,202,530	)
Discontinued operations:
(Loss) income from discontinued operations		150,911			-			-		150,911
Income tax expenses		-			-			-		-
Net (loss) income	$	(11,051,163	)	$	(456	)	$	-	$	(11,051,619	)
Foreign currency translation adjustment		(1,231,778	)		-			-		(1,231,778	)
Total comprehensive (loss) income	$	(12,282,941	)	$	(456	)	$	-	$	(12,283,397	)
Loss per share
Basic and diluted		-			-			-		(0.63	)
Basic and diluted weight average shares outstanding		10,112,648			7,500,000			-		17,612,648

See Accompanying Notes to the Financial Statements

Planet Green Holdings Corp.

Notes to the Unaudited Pro Forma CondensedCombined Financial Statements

Note 1 — ORGANIZATION AND BUSINESS DESCRIPTION

Planet Green Holding Corp., a Nevada corporation (the “Company” or “PLAG”), conducts its primary business activities through its subsidiaries located in the People’s Republic of China, including its newly acquired operating subsidiary, Allinyson Ltd (“Allinyson”). Allinyson Ltd (“Allinyson” or “the Company”) is a holding Company incorporated in State of Colorado USA on May 13, 2021. The Allinyson Ltd and its subsidiaries- Guangzhou Haishi Technology Co., Ltd and Baokuan Technology (Hong Kong) Limited are collectively referred to as the Group. The principal subsidiaries through which the Allinyson Ltd conducts its business operations are the online game business; the platform channel business, which consists primarily of the online advertising business. The online game business is the Allinyson Ltd’s core business. The Allinyson Ltd is an emerging start-up online game developer and operator in China as measured by the Philippines popularity of the mobile game Legacy TLBB Mobile. The Allinyson Ltd engages in the development, operation, and licensing of online games for mobile devices. This includes mobile games, which are played on mobile devices and require an Internet connection.

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES

Basis of presentation

This pro forma condensed combined financial statements, including the accompanying notes and related disclosures, have been prepared on an as-if basis, assuming that the takeover transaction between the Company and Allinyson Ltd has been in effect since the beginning of the period present in the results of operations by combining the historical financial statements of the entities and eliminating any intercompany balances. The Allinyson Ltd’s acquisition is accounted for under the acquisition method of accounting. Actual results incorporated results may have differed from those presented herein.

The adjustments described in the following footnotes are intended to reflect the impact of the Allinyson Ltd’s acquisition of PLAG on a pro forma basis. These include pro forma adjustments for preliminary valuations of certain tangible and intangible assets by PLAG management as of the acquisition date of April 8, 2022. The unaudited pro forma condensed combined operations statements for the year ended December 31, 2021, and 2020, giving effect to the Allinyson Ltd acquisition as if it had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of December 31, 2021, gives effect to the Allinyson Ltd’s acquisition as if it had occurred on December 31, 2021. The accompanying unaudited pro forma condensed combined financial statements are presented for illustrative purposes only.

According to the Securities and Exchange Commission’s rules and regulations, these unaudited pro forma condensed combined financial statements included herein have been prepared. Certain information and certain footnote disclosures typically included in financial statements prepared under the U.S. generally accepted accounting principles have been condensed or omitted under such rules and regulations; however, management believes that the disclosures are adequate to make the information presented not misleading.

Basis of pro forma condensed combinedfinancial statements

These pro forma condensed combined financial statements include the accounts of the Company and the entities listed below. All intercompany accounts and transactions have been eliminated.

	Place of	Attributable equity		Registered
Name of Company	incorporation	interest %		capital
Planet Green Holdings Corporation	The British Virgin Islands		100	$	10,000
Lucky Sky Planet Green Holdings Co., Limited (H.K.)	Hong Kong		100		1
Jiayi Technologies (Xianning) Co., Ltd.	PRC		100		2,000,000
Fast Approach Inc.	Canada		100		79
Shanghai Shuning Advertising Co., Ltd. (a subsidiary of FAST)	PRC		100		-
Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd.	PRC		85		4,710,254
Xianning Bozhuang Tea Products Co., Ltd.	PRC		100		6,277,922
Jilin Chuangyuan Chemical Co., Ltd	PRC		VIE		9,280,493
Anhui Ansheng Petrochemical Equipment Co., Ltd	PRC		VIE		3,045,776
Shine Chemical Co., Ltd	The British Virgin Islands		100		8,000
Bless Chemical Co., Ltd (a subsidiary of Shine Chemical)	Hong Kong		100		10,000
Hubei Bryce Technology Co., Ltd. (a subsidiary of Bless Chemical)	PRC		100		30,000,000
Shandong Yunchu Supply Chain Co., Ltd	PRC		100		5,000,000
Allinyson Ltd	The United States		100		100,000
Guangzhou Haishi Technology Co., Ltd	PRC		100		156,250
Baokuan Technology (Hongkong) Limited	Hong Kong		100		1,250

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

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 business of operation of a demand-side platform targeting the Chinese education market in North America.

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

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

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

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

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

Consolidation of Variable Interest Entity

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

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

On December 20, 2019, through Lucky Sky Petrochemical Technology (Xianning) Co., Ltd. (“WFOE”), the Company entered into exclusive VIE agreements with Taishan Muren, Xianning Bozhuang and Shenzhen Lorain and their shareholders that give the Company the ability to substantially influence those companies’ daily operations and financial affairs and appoint their senior executives. On September 8, 2020, the Company’s Board of Directors resolved to discontinue the operation of Shenzhen Lorain and Taishan Muren due to the continued loss of such two subsidiaries. On September 15, 2020, Lucky Sky Petrochemical terminated the VIE agreements with Shenzhen Lorain and Taishan Muren. The Company has been considered the primary beneficiary of these operating companies and it consolidates their accounts as VIEs.

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

On March 9, 2021, Planet Green Holdings Corp. (the “Company”) and Jiayi Technologies (Xianning) Co., Ltd. (the “Subsidiary”), a subsidiary of the Company, entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Jilin Chuangyuan Chemical Co., Ltd. (“Target”). Each of shareholders of the Target (collectively, the “Sellers”), under which, among other things and subject to the terms and conditions contained therein, the subsidiary agreed to effect an acquisition of the Target by acquiring from the Sellers 75% of the outstanding equity interests of the Target (the “Acquisition”). The target is researching, developing, manufacturing formaldehyde, urea-formaldehyde adhesive, methylal, and clean fuel products and selling such products in China. On March 9, 2021, the Company closed the acquisition.

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

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

Uses of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the financial statements’ date. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results may materially differ from these estimates.

Foreign currency translation and re-measurement

The Company translates its foreign operations to the U.S. dollar under ASC 830, “Foreign Currency Matters.”

The reporting currency for the Company and its subsidiaries is the U.S. dollar. Fast Approach Inc. uses Canadian (CDN$) as its functional currency, its subsidiary, Shanghai Shuning Advertising Co., Ltd., Jilin Chuangyuan Chemical Co., Ltd. Shandong Yunchu Trading Co., Ltd., Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd , Anhui Ansheng Petrochemical Equipment Co., Ltd, Guangzhou Haishi Technology Co., Ltd and Xianning Bozhuang Tea Products Co., Ltd. uses the Chinese Renminbi (RMB) as its functional currency, Allinyson Ltd and Baokuan Technology (Hongkong) Limited use the U.S dollar as its functional currency.

The Company’s subsidiaries, whose records are not maintained in that company’s functional currency, re-measure their records into their functional currency as follows:

●	Monetary assets and liabilities<br> at exchange rates in effect at the end of each period,
●	Nonmonetary assets and<br> liabilities at historical rates, and
---	---
●	Revenue and expense items<br> at the average rate of exchange prevailing during the period.
---	---

Gains and losses from these re-measurements were not significant and have been included in the Company’s operations results.

The Company’s subsidiaries, whose functional currency is not the U.S. dollar, translate their records into the U.S. dollar as follows:

●	Assets and liabilities<br> at the rate of exchange in effect at the balance sheet date,
●	Equities at the historical<br> rate, and
---	---
●	Revenue and expense items<br> at the average rate of exchange prevailing during the period.
---	---

Adjustments arising from such translations are included in accumulated other comprehensive income in stockholders’ equity.


Period-end US: CDN exchange rate	1.2740	1.2754
Period-end US: RMB exchange rate	6.3757	6.5326
Period average US: CDN exchange rate	1.2531	1.3409
Period average US: RMB exchange rate	6.4515	6.8996

All values are in US Dollars.

The RMB is not freely convertible into foreign currency, and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US Dollars at the rates used in the translation.

3. PRO FORMA ADJUSTMENTS

Pro forma adjustments are necessary to reflect the estimated purchase price and to reflect amounts related to Allinyson Ltd’s net tangible and intangible assets at an amount equal to the preliminary estimate of their fair values. Pro forma adjustments are also necessary to appropriately reflect the amortization expense related to the estimated identifiable intangible assets, changes in depreciation and amortization expense resulting from the estimated fair value adjustments to net tangible assets, and the income tax effect related to the pro forma adjustments.

There were no significant intercompany balances and transactions between PLAG and Allinyson Ltd at the dates and for the period of these pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial statements do not include any adjustments for liabilities that will result from integration activities related to the Allinyson Ltd’s acquisition. Additional assets or liabilities may be recorded that could affect amounts in the unaudited pro forma condensed combined financial statements. During the measurement period, any such adjustments to provisional amounts would increase or decrease goodwill. Adjustments that occur after the end of the measurement period will be recognized in the post-combination current period operations. Besides, Allinyson Ltd may incur significant expenses for business development and expansion upon consummation of the Allinyson Ltd’s acquisition or in subsequent quarters recorded as an expense in the consolidated statement of operations in the period in which they are incurred.

Entry No.	Description
1	Goodwill	7,193,965
2	Additional paid-in capital		7,186,465
3	Common stock		7,500

Issuance of shares under share exchange agreement for Allinyson Ltd acquisition