8-K/A - PLAG - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K/A

CURRENTREPORT

Pursuantto Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2021

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

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

Not Applicable
(Former<br> 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)
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☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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<br> Stock, par value $0.001 per share	PLAG	NYSE<br> 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 July 16, 2021 (the “Initial Form 8-K”) to include (i) unaudited financial statements for the quarterly period ended March 31, 2021 and fiscal year ended December 31, 2020 of Anhui Ansheng Petrochemical Equipment Co., Ltd. (“Ansheng”), acquired by the Company on July 15, 2021; (ii) audited financial statements for the years ended December 31, 2020 and 2019 of Ansheng, and (iii) unaudited consolidated pro forma financial information of the Company reflecting ownership of Ansheng as of and for the period ended March 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.

Item9.01. Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired

Ansheng Unaudited Condensed Financial Statements as of and for the quarterly period ended March 31, 2021 and fiscal year ended December 31, 2020.

Ansheng Audited Financial Statements as of and for the fiscal years ended December 31, 2020 and 2019.

(b)Unaudited Pro Forma Financial Information

Planet Green Holdings Corp. Unaudited Pro Forma Consolidated Combined Financial Statements as of and for the period ended March 31, 2021.

(d)Exhibits

Exhibit No.	Description
99.1	Ansheng Unaudited Condensed Financial Statements as of and for the quarterly period ended March 31, 2021 and fiscal year ended December 31, 2020.
99.2	Ansheng<br> Audited Financial Statements as of and for the fiscal years ended December 31, 2020 and 2019.
99.3	Planet<br> Green Holdings Corp. Unaudited Pro Forma Consolidated Combined Financial Statements as of and for the period ended March 31, 2021.

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:<br> August 6, 2021	PLANET GREEN HOLDINGS CORP.
	By:	/s/<br> Bin Zhou
	Name:	Bin<br> Zhou
	Title:	Chief<br> Executive Officer and Chairman

Exhibit 99.1

ANHUI ANSHENG PETROCHEMICAL EQUIPMENT CO., LTD.

Unaudited Condensed Balance Sheets

March 31, 2021 and December 31, 2020

Contents	Page
Report of Independent Registered Public Accounting Firm	1
Unaudited Condensed Balance Sheets	2
Unaudited Condensed Statements of Operations and Comprehensive Loss	3
Unaudited Condensed Statements of Stockholders’ Equity	4
Unaudited Condensed Statements of Cash Flows	5
Notes to Financial Statements	6 - 15

To:	The Board of Directors and Stockholders<br>of

Anhui Ansheng Petrochemical Equipment Co., Ltd.

Report of Independent Registered PublicAccounting Firm

Results of Review of Interim Financial Information

We have reviewed the condensed balance sheet of Anhui Ansheng Petrochemical Equipment Co., Ltd. (the “Company”) as of March 31, 2021, and the related condensed statements of operations and comprehensive loss for the three-month periods ended March 31, 2021 and 2020, and stockholders’ equity for the three-month periods then ended March 31, 2021 and 2020, and condensed statements of cash flows for the three-month periods then ended March 31, 2021 and 2020, and the related notes (collectively referred to as the interim financial statements). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim condensed financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the balance sheet of the Company as of December 31, 2020 and 2019, and the related statements of operations and comprehensive loss, retained earnings, and cash flows for the years then ended (not presented herein); and in our report dated August 6, 2021, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2020, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. Our opinion indicated that there was substantial doubt the Company may continue as a going concern, as of the date of this report, that doubt still exists.

Basis for Review Results

These interim condensed financial statements are the responsibility of the Company’s management. We conducted our review in accordance with the standards of the PCAOB. A review of interim condensed financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. 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.

/s/ WWC, P.C.

Certified Public Accountants

San Mateo, California

August 6, 2021

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

ANHUIANSHENG PETROCHEMICAL EQUIPMENT CO., LTD.

UnauditedCondensed Balance Sheets

Asof March 31, 2021 and December 31, 2020

(Statedin US Dollars)

	March 31,<br> 2021			December 31,<br> 2020
Cash	$	35,544		$	166,640
Restricted Cash		252,578			346,330
Notes Receivable		195,046			215,541
Accounts Receivable, net		749,658			1,159,371
Other Receivable, net		1,221,595			1,206,146
Account Receivables-Related Party		2,294,470			2,310,786
Other Receivable-Related Party		205,647			205,109
Advance to Suppliers		172,221			109,588
Inventory		3,236,008			3,266,338
Total Current Assets		8,362,767			8,985,849
Plant & Equipment, net		4,036,649			4,143,613
Intangible Assets, net		635,738			644,109
Total Assets	$	13,035,154		$	13,773,571
LIABILITIES & STOCKHOLDERS’ EQUITY
Liabilities
Short-term Loans		3,735,614			3,762,179
Accounts Payable		1,966,099			2,415,361
Taxes Payable		27,685			123,213
Other Payable		368,013			380,080
Related Party Payable		2,639,938			2,660,214
Accrued Liabilities		58,110			111,275
Customer Deposits		3,449,087			3,516,634
Total Current Liabilities		12,244,546			12,968,956
Total Liabilities		12,244,546			12,968,956
Stockholders’ Equity
Paid In Capital		3,045,776			3,045,776
Retained Earnings		(2,246,057	)		(2,237,620	)
Accumulated Other Comprehensive Loss		(9,111	)		(3,541	)
Total Stockholders’ Equity		790,608			804,615
Total Liabilities & Stockholders’ Equity	$	13,035,154		$	13,773,571

See Accompanying Notes to the Financial Statements

ANHUIANSHENG PETROCHEMICAL EQUIPMENT CO., LTD.

Unaudited Condensed Statements of Operations and Comprehensive Loss

For the three months ended March 31, 2021 and 2020

(Stated in US Dollars)

	2021			2020
Net Revenues	$	2,344,990		$	1,942,435
Cost of Revenues		1,995,816			1,624,014
Gross Profit		349,174			318,421
Operating Expenses
Selling Expenses		74,394			76,473
General & Administrative Expenses		278,208			148,907
Total Operating Expense		352,602			225,380
Operating (Loss) Income		(3,428	)		93,041
Other Income (Expenses)
Other Income		31,473			33,648
Other Expenses		(30,504	)		(341	)
Interest Income		42,150			13,077
Interest Expense		(48,128	)		(51,585	)
Total Other Expense		(5,009	)		(5,201	)
(Loss) Income before Tax From Operations		(8,437	)		87,840
Provision For Income Tax		-			-
Net (Loss) Income	$	(8,437	)	$	87,840
Other Comprehensive Income (Loss)
Foreign currency translation adjustment		(5,570	)		(21,716	)
Comprehensive (Loss) Income	$	(14,007	)	$	66,124

See Accompanying Notes to the Financial Statements

ANHUIANSHENG PETROCHEMICAL EQUIPMENT CO., LTD.

Unaudited condensed Statements of Stockholders’ Equity

For the three months ended March 31, 2021 and 2020

(Stated in US Dollars)

	Paid in <br> Capital		Retain <br> Earnings			Accumulated Other Comprehensive Loss			Total
Balance, January 1, 2020	$	3,045,776	$	(1,656,337	)	$	(62,140	)	$	1,327,300
Net income		-		87,840			-			87,840
Foreign currency translation adjustment		-		-			(21,716	)		(21,716	)
Balance, March 31, 2020	$	3,045,776	$	(1,568,497	)	$	(83,856	)	$	1,393,424
Balance, January 1, 2021	$	3,045,776	$	(2,237,620	)	$	(3,541	)	$	804,615
Net loss		-		(8,437	)		-			(8,437	)
Foreign currency translation adjustment		-		-			(5,570	)		(5,570	)
Balance, March 31, 2021	$	3,045,776	$	(2,246,057	)	$	(9,111	)	$	790,608

See Accompanying Notes to the Financial Statements

ANHUIANSHENG PETROCHEMICAL EQUIPMENT CO., LTD.

Unaudited Condensed Statements of Cash Flows

For the three months ended March 31, 2021 and 2020

(Stated in US Dollars)

	2021			2020
CASH FLOWS FROM OPFRATING ACTIVITIFS:
Net<br> (loss) income	$	(8,437	)	$	87,840
Adjustments<br> to reconcile net loss to cash (used in) provided by operating activities:
Depreciation		81,930			70,038
Amortization		3,873			28,852
Change<br> in operating assets and liabilities
Note<br> receivables		19,227			142,758
Account<br> receivable		406,908			(279,612	)
Inventory		7,363			(428,876	)
Prepayments<br> and deposit		(64,254	)		(233,551	)
Other<br> receivables		(24,287	)		1,272,580
Other<br> receivables-Related party		(2,013	)		5,438
Accounts<br> payables		(437,999	)		(885,192	)
Advance<br> from customer		(43,288	)		(572,916	)
Other<br> payables and accruals		(62,592	)		(26,605	)
Related<br> party payable		(1,511	)		(44,944	)
Taxes<br> payable		(95,926	)		36,585
Net<br> cash used in operating activities		(221,007	)		(827,605	)
CASH<br> FLOWS FROM INVESTING ACTIVITIES:
Purchase<br> of plant and equipment		(3,183	)		(23,077	)
Net<br> cash used in investing activities		(3,183	)		(23,077	)
CASH<br> FLOWS FROM FINANCING ACTIVITIES:
Payments<br> of short-term loan - bank		-			(439,796	)
Net<br> cash used in financing activities		-			(439,796	)
EFFECT<br> OF EXCHANGE RATE ON CASH		(657	)		(2,496	)
NET<br> DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		(224,847	)		(1,292,975	)
CASH,<br> CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF YEAR		512,969			1,419,715
CASH,<br> CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF YEAR	$	288,122		$	126,740

See Accompanying Notes to the Financial Statements

ANHUIANSHENG PETROCHEMICAL EQUIPMENT CO., LTD

UnauditedCondensed Financial Statements

Note1 — ORGANIZATION AND BUSINESS DESCRIPTION

Anhui Ansheng Petrochemical Equipment Co., Ltd. (“Ansheng” or “the Company”) was incorporated under the laws of the People’s Republic of China (“China” or ‘PRC”) on May 22, 2012. Anhui Ansheng Petrochemical Equipment Co., Ltd is an engineering company specializing in manufacturing steel tanks like refinery pressure vessels, low temperature and cryogenic storage facilities, and elevated water storage tanks. The Company provides a wide range of master products, including barrier and explosion-proof skid-mounted refueling device, SF double-layer buried oil storage tank. Our business is aligned into three business units: Barrier and explosion-proof skid-mounted refueling device division, LNG cryogenic device division, and SF double-layer oil tank division.

Note2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the Company has incurred a net loss of $8,437 for the three months ended March 31, 2021. As of March 31, 2021, the Company had an accumulated deficit of $2,246,057; its net cash used in operating activities for the three months ended March 31, 2021 was $128,477.

These factors raise substantial doubt on the Company’s ability to continue as a going concern. The accompanying unaudited condensed 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 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.

Methodof accounting

Management has prepared the accompanying financial statements and these notes in accordance with 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

The preparation of the financial statements 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 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 at the time the estimates are made; however, actual results could differ materially 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 PRC. Cash denominated in RMB with a U.S. dollar equivalent of $0.04 million and $0.17 million as of March 31, 2021 and December 31, 2020, respectively, were held in accounts at financial institutions located in the PRC‚ which is not freely convertible into foreign currencies. Also, these balances are not covered by insurance. While management believes that these financial institutions are of high credit quality, it also continually monitors their creditworthiness.

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 settlement of loans or notes when they become due. The restricted cash is as follows:

The company was sued for the dispute between the company and two individuals Mao Jinyi and You Tieming due to the loan contract, and the amount of the lawsuit was $0.15 million. Restricted cash, with balances of $0.25 million and $0.35 million as of March 31, 2021 and December 31, 2020, respectively, were generated as a result of judicial frozen.

Notes Receivable

Notes receivable represent commercial notes due from various customers where the customers’ banks have guaranteed the payments. The notes are noninterest-bearing and normally paid within three to six months. The Company can submit requests for payments to the customer’s banks earlier than the scheduled payments date but will incur an interest charge and a processing fee.

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.

Inventories, net

Inventories are stated at the lower of cost or net realizable value. The cost of inventories is calculated using the weighted average method. Any excess of the cost over the net realizable value of each item of inventories is recognized as a provision for diminution in the value of inventories. Net realizable value is estimated using selling price in the normal course of business less any costs to complete and sell products.

Advances and prepayments to Suppliers

The Company makes advance payments to suppliers. Upon raw materials is provided by suppliers, the applicable amount is reclassified from advances and prepayments to inventory.

Plantand Equipment, net

Property and equipment are recorded at cost less accumulated depreciation and impairment losses. Depreciation is provided over the estimated useful lives of the assets using the straight-line method from the time the assets are placed in service. Estimated useful lives are as follows, taking into account the assets’ estimated residual value:

	Useful life
Buildings	20 years
Production equipment	10 years
Office equipment, fixtures, and furniture	5 years
Electronic equipment	3 years
Automobile	4 years

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss are included in the Company’s results of operations.

IntangibleAssets

Intangible assets consist primarily of land use rights acquired and software purchased which are stated at cost less accumulated amortization and impairment if any. Intangible assets are amortized using the straight-line method over the estimated useful lives, which are generally 5 years for software and 50 years for land use rights. The estimated useful lives of amortized intangible assets are reassessed if circumstances occur that indicate the original estimated useful lives have changed.

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 3 months ended March 31, 2021 and 2020, no impairment were recorded for Plant and Equipment.

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.

Commitmentsand 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 recognizes 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.

1.identify the contract with a customer;

2.identify the performance obligations in the contract;

3.determine the transaction price;

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

5.recognize revenue as the performance obligation is satisfied.

The Company enters into contracts to sell explosion-proof skid-mounted refueling device, SF double-layer buried oil storage tank. The transaction price is based on the fixed contractual price with the customers. Billings to the customers for the sale of products occur at the time the products are transferred to the customers. Product sale contracts typically include a single performance obligation. The Company recognizes revenues at the time the product is delivered to the customers and when the performance obligation has met.

The Company generally provides a limited warranty for its product sales. The products’ warranty period is typically 30 days upon delivery following PRC national warranty standard. The Company determines that such a product warranty is not a separate performance obligation because the nature of warranty is to assure that a product will function as expected and following the customers’ specifications and the Company has not sold the warranty separately. The Company has not incurred a material warranty expense on any contract, therefore, the Company does not believe an accrual for warranty cost is necessary for the period ended March 31, 2021 and for the years ended December 31, 2020. However, as a policy, provisions for warranty liability will be made during the period in which a provision for warranty liability becomes probable and can be reasonably estimated.

Value-added tax (“VAT”)

Revenue represents the invoiced value of goods and services, net of VAT. The VAT is based on the gross sales price and VAT rates range from 6% and up to 17% before May 2018, up to 16% starting from May 2018, and up to 13% starting from April 2019, depending on the type of products sold or service provided. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in taxes payable. All of the VAT returns filed by the Company’s subsidiaries in PRC remain subject to examination by the tax authorities for five years from the date of filing.

Income taxes

The Company accounts for income tax using an asset and liability approach and allows for the recognition of 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 is able to realize their benefits, or that future realization is uncertain.

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, and 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.

		12/31/2020		03/31/2020
Period-end RMB: US exchange rate	6.5713		6.5249		7.0851
Period average RMB: US exchange rate	6.4844		6.8976		6.9790

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. The Company has no lease as of March 31, 2021 and December 31, 2020 and 2019. The Company’s adoption of this guidance does not 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 toTopic 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.

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.

Note3 – ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

	March 31,			December 31,
	2021			2020
Accounts receivable	$	1,938,760		$	2,356,929
Less: allowance for doubtful accounts		(1,189,102	)		(1,197,558	)
Accounts receivable, net	$	749,658		$	1,159,371

Allowance for doubtful accounts movement:

	March 31,			December 31,
	2021			2020
Beginning balance	$	(1,197,558	)	$	(953,708	)
Provision		-			(168,274	)
Exchange rate effect		8,456			(75,576	)
Ending balance	$	(1,189,102	)	$	(1,197,558	)

Note 4 — INVENTORY

The components of inventory at March 31, 2021 and December 31, 2020 were as follows:

	March 31,		December 31,
	2021		2020
Materials	$	710,475	$	826,511
Finished goods		1,080,076		1,216,875
Work in Progress		1,445,457		1,222,952
Total	$	3,236,008	$	3,266,338

Note5- PLANT, AND EQUIPMENT

Plant and equipment, net, consist of the following:

	March 31,			December 31,
	2021			2020
Buildings	$	3,779,187		$	3,806,062
Production equipment		1,065,167			1,069,579
Office equipment, fixtures, and furniture		132,528			133,471
Transportation equipment		135,473			136,436
Subtotal		5,112,355			5,145,548
Less: accumulated depreciation		(1,075,706	)		(1,001,935	)
Plant and equipment, net	$	4,036,649		$	4,143,613

Depreciation expenses for the three months ended March 31, 2021 and March 31, 2020 amounted to $81,930 and $70,038, respectively.

Note 6- INTANGIBLE ASSETS

Intangible assets, net, consist of the following:

	March 31,			December 31,
	2021			2020
Software purchased	$	17,137		$	16,771
Land use rights		760,974			766,873
Subtotal		778,111			783,644
Less: accumulated amortization		(142,372	)		(139,535	)
Intangible assets, net	$	635,738		$	644,109

The amortization expenses were $3,873 and $28,852 for the three months ended March 31, 2021, and March 31, 2020, respectively.

Note 7-OTHER RECEIVABLES

Outstanding balances of other receivables consisted of the following:

	31 March, 2021					31 December, 2020
Name of customer	Balances		Proportion			Balances		Proportion
Meihekou Chuangyuan Chemical Co., Ltd.	$	644,013		53	%	$	640,351		53	%
Guo Jie		535,130		42	%		508,120		42	%
Others		42,452		5	%		57,675		5	%
Total	$	1,221,595		100	%	$	1,206,146		100	%

As of March 31, 2021 and December 31, 2020, the other receivables balances were $1,221,595 and $1,206,146, respectively. The balances as of March 31, 2021 mainly came from the loans to Meihekou Chuangyuan Chemical Co., Ltd. and Guo Jie. As of the date of this report was issued, Meihekou Chuangyuan Chemical Co., Ltd. has paid back $153,259 and Guo Jie has paid back $229,889 to the Company, respectively, and both parties have got a deal with the company that the remaining amount will be settled before December 31, 2021.

Note8-RELATED PARTIES BALANCES AND TRANSACTIONS

Accounts receivable – related party:

As of March 31, 2021 and December 31,2020, the outstanding account receivables-related party balances were $2,294,470 and $2,310,786, respectively. These amount were due from Wuxi Xing Anbang Petrochemical Equipment Co. Ltd., whose corporate legal representative has directly relatives with the former legal representative of Ansheng.

Other receivables – related parties:

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

Name of related party	Relationship	31 March,<br> 2021		31 December,<br> 2020
Xu Guo Qiang	Senior management	$	112,056	$	110,852
Tang Yu Feng	Shareholder		55,096		55,488
Tang Xiao Qun	Significantly influenced		38,495		38,769
Total		$	205,647	$	205,109

As of March 31, 2021 and December 31, 2020, the outstanding other receivables balance due from the related party was $205,647 and $205,109, respectively.

Related party payable:

Other payables–related parties are those non-trade payables arising from transactions between the Company and certain related parties, 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.

Name of related party	Relationship	31 March,<br> 2021		31 December,<br> 2020
Su Lei	Senior management	$	2,180,632	$	2,197,642
Tang Jin Fang	Significantly influenced		4,927		4,962
Wuxi Yangchang Chemical Machinery Factory	Significantly influenced		342,398		344,833
Tang Yun Hua	Significantly influenced		111,981		112,777
Total		$	2,639,938	$	2,660,214

As of March 31, 2021 and December 31, 2020, the outstanding related party payable balance due to the related parties was $2,639,938 and $2,660,214, respectively.

Note 9 — SHORT-TERM LOANS

Outstanding balances of short-term loans consisted of the following:

Lender				31 March.<br><br> 2021		31 December,<br><br> 2020
Anhui Langxi Rural Commercial Bank Co., Ltd.	31-Dec-21	3.85	%	$	2,815,272	$	2,835,292
Langxi County Sichuang Science and Technology Pioneer Park Development Co., Ltd.	31-Dec-21	10.00	%	$	768,164	$	773,627
Other third party loan	31-Dec-21	12.00	%	$	152,178	$	153,260
Total				$	3,735,614	$	3,762,179

The short-term bank loan from Anhui Langxi Rural Commercial Bank Co., Ltd. which Langxi County Sme Financing Guarantee Co., Ltd. undertook the guarantee responsibility, was a credit loan.

The production facilities and its equipments in the amount of $459,777 were used as collateral for the loan from Langxi County Sichuang Science and Technology Pioneer Park Development Co., Ltd. The total assets of the entity, Wuxi Xinganbang Petrochemical Equipment Co., Ltd., were used as collateral for the remaining amount of the loan. Other third party loan was a credit loan.

All loans were primarily obtained for general working capital purpose.

Note10 — CUSTOMER DEPOSITS

As of December 31, 2020 and 2019, the balances of customer deposit consist of the following:

	31 March, 2021					31 December, 2020
Name of customer	Balances		Proportion			Balances		Proportion
Beijing Aerospace Star Technology Co., Ltd.	$	2,294,470		67	%	$	2,310,786		66	%
Anhui Linhong Heavy Industry Technology Co., Ltd.		-		-			361,569		10	%
Others		1,154,618		33	%		844,279		24	%
Total	$	3,449,087		100	%	$	3,516,634		100	%

The deposits of Beijing Aerospace Star Technology Co., Ltd. were prepayment for purchases. By Mach 31,2021, goods in the amount of $ 869,192 have been delivered. As the customer has not completed the equipment installation and signed off the acceptance, the relevant revenue and cost cannot be recognized, and the advance payment has not been reduced accordingly.

The rest of the deposits were the advance payment of sales contracts, purchased by several small customers**.**

Note11 — TAXES

CorporateIncome Taxes (“CIT”)

PRC-Under the Enterprise Income Tax (“EIT”) Law of PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays, and even tax exemption may be granted on a case-by-case basis. The Company is subject to an income tax rate of 25%. Due to continuous losses incurred for the three months periods ended March 31, 2021, and 2020, the Company had $nil income tax payable.

a.	Thefollowing table reconciles PRC statutory rates to the Company’s effective tax rate:

	March 31,<br> 2021			March 31,<br> 2020
(Loss) income attributed to PRC operations	$	(8,347	)	$	87,840
(Loss) income before tax		(8,347	)		87,840
PRC Statutory Tax at 25% Rate		(2,109	)		21,960
Effect of tax exemption granted		-			(21,960	)
Valuation allowance		2,109			-
Income tax	$	-		$	-

b.	Thefollowing table summarizes deferred tax assets resulting from differences between financial accounting basis and tax basis of assetsand liabilities:
	March 31,			December 31,
---	---	---	---	---	---	---
	2021			2020
Deferred tax assets:	$	2,109		$	127,667
Valuation allowance		(2,109	)		(127,667	)
Total	$	-		$	-

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the cumulative earnings and projected future taxable income in making this assessment. Recovery of substantially all of the Company’s deferred tax assets is dependent upon the generation of future income, exclusive of reversing taxable temporary differences. In consideration of prudent principle at present the Company has made 100% allowance of the deferred tax assets as of March 31, 2021 and December 31, 2020.

Note10 — CONCENTRATIONS

a.	Customersconcentrations:

For the three months ended March 31, 2021, four customers accounted for 14%,14%,14% and 13% of the Company’s total revenues, respectively. For the three months ended March 31, 2020, three customers accounted for 26%, 18%, and 13% of the Company’s total revenues, respectively. As of March 31, 2021, one customer accounted for 14% of the Company’s total accounts receivables. As of December 31, 2020, one customer accounted for 15% of the Company’s total accounts receivables.

b.	Suppliersconcentrations:

For the three months ended March 31, 2021, one supplier accounted for 21.2% of the Company’s total purchases. For the three months ended March 31, 2020, four suppliers accounted for 24%, 21%, 14%, and 13% of the Company’s total purchases, respectively. As of March 31, 2021, three suppliers accounted for 16%, 13% and 12% of the Company’s total accounts payable, respectively. As of December 31, 2020, three suppliers accounted for 13%, 13% and 11% of the Company’s total accounts payable, respectively.

Note12 — RISKS

a.	Credit risk
	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
	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 Risk
	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.

Note13 — 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 March 31, 2021, through the date the financial statements were available to be issued, and has determined that there were no material subsequent events that require disclosure.

Exhibit 99.2

ANHUI ANSHENG PETROCHEMICAL EQUIPMENT CO., LTD.

Audited Balance Sheets

December 31, 2020 and 2019

Contents	Page
Report of Independent Registered Public Accounting Firm	1
Audited Balance Sheets	2
Audited Statements of Operations and Comprehensive Loss	3
Audited Statements of Stockholders’ Equity	4
Audited Statements of Cash Flows	5
Notes to Financial Statements	6 - 17

To:	The Board of Directors and Stockholders<br>of

Anhui Ansheng Petrochemical Equipment Co., Ltd.

Report of Independent Registered PublicAccounting Firm

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Anhui Ansheng Petrochemical Equipment Co., Ltd. (the “Company”) as of December 31, 2020 and 2019, and the related statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2020, 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, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company had incurred substantial losses during the year, and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regards to these matters are described in Note 2. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

San Mateo, California

August 6, 2021

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

ANHUIANSHENG PETROCHEMICAL EQUIPMENT CO., LTD.

Audited Balance Sheets

As of December 31, 2020 and 2019

(Stated in US Dollars)

	2020			2019
Cash	$	166,640		$	1,391,046
Restricted Cash		346,330			28,669
Notes Receivable		215,541			309,994
Accounts Receivable, net		1,159,371			1,012,721
Other Receivable, net		1,206,146			3,003,360
Account Receivables-Related Party		2,310,786			2,500,788
Other Receivable-Related Party		205,109			1,871,783
Advance to Suppliers		109,588			324,698
Inventory		3,266,338			2,114,160
Total Current Assets		8,985,849			12,557,219
Plant & Equipment, net		4,143,613			3,861,147
Intangible Assets, net		644,109			642,104
Total Assets	$	13,773,571		$	17,060,470
LIABILITIES & STOCKHOLDERS’ EQUITY
Liabilities
Short-term Loans		3,762,179			3,385,393
Accounts Payable		2,415,361			2,923,275
Taxes Payable		123,213			74,444
Other Payable		380,080			391,219
Related Party Payable		2,660,214			5,102,374
Accrued Liabilities		111,275			72,723
Customer Deposits		3,516,634			3,783,742
Total Current Liabilities		12,968,956			15,733,170
Total Liabilities		12,968,956			15,733,170
Stockholders’ Equity
Paid In Capital		3,045,776			3,045,776
Retained Earnings		(2,237,620	)		(1,656,337	)
Accumulated Other Comprehensive Loss		(3,541	)		(62,140	)
Total Stockholders’ Equity		804,615			1,327,300
Total Liabilities & Stockholders’ Equity	$	13,773,571		$	17,060,470

See Accompanying Notes to the Financial Statements

ANHUIANSHENG PETROCHEMICAL EQUIPMENT CO., LTD.

Audited Statements of Operations and Comprehensive Loss

For the years ended December 31, 2020 and 2019

(Stated in US Dollars)

	2020			2019
Net Revenues	$	7,946,862		$	8,230,726
Cost of Revenues		6,147,192			7,787,796
Gross Profit		1,799,670			442,930
Operating Expenses
Selling Expenses		320,983			176,214
General & Administrative Expenses		1,984,933			124,112
Total Operating Expense		2,305,916			300,326
Operating (Loss) Income		(506,246	)		142,604
Other Income (Expenses)
Other Income		133,741			2,235
Other Expenses		(40,207	)		(348,022	)
Interest Income		72,056			3,635
Interest Expense		(240,626	)		(311,121	)
Total Other Expense		(75,037	)		(653,272	)
Loss Before Tax From Operations		(581,283	)		(510,668	)
Provision For Income Tax		-			-
Net Loss	$	(581,283	)	$	(510,668	)
Other Comprehensive Loss
Foreign currency translation adjustment		58,599			(24,477	)
Comprehensive Loss	$	(522,685	)	$	(535,145	)

See Accompanying Notes to the Financial Statements

ANHUI ANSHENGPETROCHEMICAL EQUIPMENT CO., LTD.

Audited Statements of Stockholders’ Equity

For the years ended December 31, 2020 and 2019

(Stated in US Dollars)

****	Paid in Capital		Retain Earnings		****	Accumulated Other Comprehensive Loss		****	Total		****
Balance, January 1, 2019	$	3,045,776	$	(1,145,668	)	$	(37,663	)	$	1,862,445
Net loss		-		(510,668	)		-			(510,668	)
Foreign currency translation adjustment		-		-			(24,477	)		(24,477	)
Balance, December 31, 2019	$	3,045,776		(1,656,337	)	$	(62,140	)		1,327,300
Balance, January1, 2020	$	3,045,776		(1,656,337	)	$	(62,140	)	$	1,327,300
Net loss		-		(581,283	)		-			(581,283	)
Foreign currency translation adjustment		-		-			58,599			58,599
Balance, December 31, 2020	$	3,045,776	$	(2,237,620	)	$	(3,541	)	$	804,615

See Accompanying Notes to the Financial Statements

ANHUI ANSHENGPETROCHEMICAL EQUIPMENT CO., LTD.

Audited Statements of Cash Flows

For the years ended December 31, 2020 and 2019

(Stated in US Dollars)

	2020			2019
CASH FLOWS FROM OPFRATING ACTIVITIFS:
Net loss	$	(581,283	)	$	(510,668	)
Adjustments to reconcile net loss to cash (used in) provided by operating activities:
Depreciation		295,197			104,701
Amortization		40,116			26,502
Provision (recovery of) for doubtful accounts		782,415			(910,102	)
Change in operating assets and liabilities
Note receivables		(109,631	)		(272,526	)
Account receivable		(240,738	)		4,798,313
Account receivable-related party		343,357			72,480
Inventory		(951,591	)		282,989
Prepayments and deposit		224,729			619,855
Other receivables		1,282,460			(2,767,240	)
Other receivables-Related party		1,699,079			2,906,479
Accounts payables		(671,733	)		(248,447	)
Advance from customer		(500,238	)		(2,987,878	)
Other payables and accruals		(4,423	)		(3,069,005	)
Related party payable		(2,644,032	)		4,785,000
Taxes payable		41,263			(25,695	)
Net cash (used in) provided by operating activities		(995,054	)		2,804,758
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment		(309,771	)		(481,230	)
Net cash used in investing activities		(309,771	)		(481,230	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from (payments of) short-term loan - bank		134,925			(922,349	)
Net cash provided by (used in) financing activities		134,925			(922,349	)
EFFECT OF EXCHANGE RATE ON CASH		263,155			(16,165	)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		(906,745	)		1,385,104
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF YEAR		1,419,715			34,701
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF YEAR	$	512,970		$	1,419,715
Supplementary cash flow information:
Interest received	$	72,056		$	3,635
Interest paid	$	240,626		$	311,121

See Accompanying Notes to the Financial Statements

ANHUI ANSHENG PETROCHEMICAL EQUIPMENT CO., LTD.

NOTES TO AUDITED FINANCIAL STATEMENTS

Note 1 — ORGANIZATION AND BUSINESS DESCRIPTION

Anhui Ansheng Petrochemical Equipment Co., Ltd. (“Ansheng” or “the Company”) was incorporated under the laws of the People’s Republic of China (“China” or ‘PRC”) on May 22, 2012. Anhui Ansheng Petrochemical Equipment Co., Ltd. is an engineering company specializing in manufacturing steel tanks like refinery pressure vessels, low temperature & cryogenic storage facilities, and elevated water storage tanks. The Company provides a wide range of master products, including barrier and explosion-proof skid-mounted refueling device, SF double-layer buried oil storage tank. Our business is aligned into three business unit: Barrier and explosion-proof skid-mounted refueling device division, LNG cryogenic device division, and SF double-layer oil tank division.

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going concern

The accompanying financial statements have been prepared on a going-concern basis. The going-concern basis assumes that assets will be realized and liabilities will be settled in the ordinary course of business in the amounts disclosed in the financial statements. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. For the years ended December 31, 2020 and 2019, the Company had an accumulated deficit of $2,237,620 and $1,656,337, respectively. For the years ended December 31, 2020 and 2019, the Company incurred substantial losses of $581,283 and $510,668, respectively. As of December 31, 2020, the Company had a working capital deficit of approximately $3,983,106. These conditions raise substantial doubt as to whether the Company may continue as a going concern.

The accompanying 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 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.

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 consolidated 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 PRC. Cash denominated in RMB with a U.S. dollar equivalent of $0.17 million and 1.39 million as of December 31, 2020, and 2019, respectively, were held in accounts at financial institutions located in the PRC‚ which is not freely convertible into foreign currencies. Also, these balances are not covered by insurance. While management believes that these financial institutions are of high credit quality, it also continually monitors their creditworthiness.

As of December 31, 2020, the balance of restricted cash was $0.35 million. The company was sued for the dispute between the company and the natural persons Mao Jinyi and You Tieming due to the loan contracts. The amount of the lawsuit was $0.15 million, and the judicial frozen amount was $0.35 million.

As of December 31, 2019, the balance of restricted cash was $0.03 million, which was the performance bond.

Notes Receivable

Accounts Receivables

Inventories, net

Advances and prepayments to Suppliers

The Company makes advance payments to suppliers. Upon raw materials is provided by suppliers, the applicable amount is reclassified from advances and prepayments to inventory.

Plant and Equipment, net

	Useful life
Buildings	20 years
Production equipment	10 years
Office equipment, fixtures, and furniture	5 years
Electronic equipment	3 years
Automobile	4 years

Intangible Assets

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, 2020 and 2019, no impairment were recorded for Plant and Equipment.

Financial Instruments

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

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

Revenue recognition

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 Company generally provides a limited warranty for its product sales. The products’ warranty period is typically 30 days upon delivery following PRC national warranty standard. The Company determines that such a product warranty is not a separate performance obligation because the nature of warranty is to assure that a product will function as expected and following the customers’ specifications and the Company has not sold the warranty separately. The Company has not incurred a material warranty expense on any contract, therefore, the Company does not believe an accrual for warranty cost is necessary for the years ended December 31, 2020, and 2019. However, as a policy, provisions for warranty liability will be made during the period in which a provision for warranty liability becomes probable and can be reasonably estimated.

Value-added tax (“VAT”)

Income taxes

Foreign currency translation

		2019
Period-end RMB: US exchange rate	6.5249		6.9762
Period average RMB: US exchange rate	6.8976		6.8985

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. The Company has no lease as of December 31, 2020 and 2019. The Company’s adoption of this guidance does not 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.

Note 3 — ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

	December 31,			December 31,
	2020			2019
Accounts receivable	$	2,356,929		$	1,966,429
Less: allowance for doubtful accounts		(1,197,558	)		(953,708	)
Accounts receivable, net	$	1,159,371		$	1,012,721

Allowance for doubtful accounts movement:

	December 31,			December 31,
	2020			2019
Beginning balance	$	(953,708	)	$	(1,916,843	)
Provision		(168,274	)		-
Recovery		-			942,590
Exchange rate effect		(75,576	)		20,545
Ending balance	$	(1,197,558	)	$	(953,708	)

During the year ended December 31, 2020, the Company recorded a provision of $168,274 of allowance for doubtful accounts. The foreign currency translation effect amounted to $75,576. The balance of allowance for doubtful accounts amounted to $1,197,558 as of December 31, 2020.

During the year ended December 31, 2019, the Company recorded a recovery of $942,590 of allowance for doubtful accounts. The foreign currency translation effect amounted to $20,545. Balance of allowance for doubtful accounts amounted to $953,708 as of December 31, 2019. There is no write-off from allowance for doubtful accounts during the years ended December 31, 2020, and 2019.

Note 4 — INVENTORY

The components of inventory at December 31, 2020 and 2019 were as follows:

	December 31,		December 31,
	2020		2019
Materials	$	826,511	$	806,631
Finished goods		1,216,875		776,567
Work in Progress		1,222,952		530,961
Total	$	3,266,338	$	2,114,159

There is no allowance for doubtful accounts and write-off from the allowance for inventory reserve during the years ended December 31, 2020, and 2019.

Note 5 — PLANT, AND EQUIPMENT

Plant and equipment, net, consist of the following:

	December 31,			December 31,
	2020			2019
Buildings	$	3,806,062		$	3,510,385
Production equipment		1,069,579			755,244
Office equipment, fixtures, and furniture		133,471			113,154
Transportation equipment		136,436			127,610
Subtotal		5,145,548			4,506,393
Less: accumulated depreciation		(1,001,935	)		(645,246	)
Plant and equipment, net	$	4,143,613		$	3,861,147

Depreciation expenses for the years ended December 31, 2020, and 2019 amounted to $295,197 and $104,701, respectively.

Note 6 — INTANGIBLE ASSETS

Intangible assets, net, consist of the following:

	December 31,			December 31,
	2020			2019
Software purchased	$	16,771		$	15,687
Land use rights		766,873			717,262
Subtotal		783,644			732,949
Less: accumulated amortization		(139,535	)		(90,845	)
Intangible assets, net	$	644,109		$	642,104

The amortization expenses were $40,116 and $26,502 for the years ended December 31, 2020, and 2019, respectively.

Note 7 — OTHER RECEIVABLES

Outstanding balances of other receivables consisted of the following:

	31 December, 2020					31 December, 2019
Name of customer	Balances		Proportion			Balances		Proportion
Meihekou Chuangyuan Chemical Co., Ltd.	$	640,351		53	%	$	-		-
Guo Jie		508,120		42	%		860,903		29	%
Others		57,675		5	%		2,142,457		71	%
Total	$	1,206,146		100	%	$	3,003,360		100	%

As of December 31,2020 and 2019, the other receivables balances were $1,206,146 and $3,003,360, respectively. The balances at the end of 2020 mainly came from the loans to Meihekou Chuangyuan Chemical Co., Ltd. and Guo Jie. As of the dated of this report was issued, Meihekou Chuangyuan Chemical Co., LTD has paid back $153,259 and Guo Jie has paid back $229,889 to the Company, respectively, and both parties have got a deal with the company that the remaining amount will be settled before December 31, 2021.

Note 8 — RELATED PARTIES BALANCES ANDTRANSACTIONS

Accounts receivable – related party:

As of December 31, 2020 and 2019, the outstanding account receivables-related party balances were $2,310,786 and $2,500,788, respectively. These amounts were due from Wuxi Xing Anbang Petrochemical Equipment Co. Ltd., whose corporate legal representative has directly relatives with the former legal representative of Ansheng.

Other receivables – related parties:

Name of related party	Relationship	31 December,<br><br>2020		31 December,<br><br>2019
Xu Guo Qiang	Senior management	$	110,852	$	91,218
Tang Yu Feng	Shareholder		55,488		57,338
Tang Xiao Qun	Significantly influenced		38,769		36,261
Wuxi Xing Anbang Petrochemical Equipment Co. Ltd.	Significantly influenced		-		1,686,966
Total		$	205,109	$	1,871,783

As of December 31, 2020, and 2019, the outstanding other receivables balance due from the related party was $205,109 and $1,871,783, respectively.

Related party payable

Name of related party	Relationship	31 December,<br><br>2020		31 December,<br><br>2019
Su Lei	Senior management	$	2,197,642	$	4,669,727
Tang Jin Fang	Significantly influenced		4,962		4,641
Wuxi Yangchang Chemical Machinery Factory	Significantly influenced		344,833		322,525
Tang Yun Hua	Significantly influenced		112,777		105,481
Total		$	2,660,214	$	5,102,374

As of December 31, 2020, and 2019, the outstanding related party payable balance due to the related parties was $2,660,214 and $5,102,374, respectively.

Note 9 — SHORT-TERM LOANS

Outstanding balances of short-term loans consisted of the following:

Lender	Maturity			31 December,<br><br>2020		31 December,<br><br>2019
Anhui Langxi Rural Commercial Bank Co., Ltd.	31-Dec-21	3.85	%	$	2,835,292	$	2,078,495
Langxi County Sichuang Science and Technology Pioneer Park Development Co., Ltd.	31-Dec-21	10.00	%	$	773,627	$	1,163,553
Other third party loan	31-Dec-21	12.00	%	$	153,260	$	143,345
Total				$	3,762,179	$	3,385,393

The short-term bank loan from Anhui Langxi Rural Commercial Bank Co., Ltd., which Langxi County Sme Financing Guarantee Co., Ltd. undertook the guarantee responsibility, was a credit loan.

Other third party loan was a credit loan.

All loans were primarily obtained for general working capital purpose.

Note 10 — CUSTOMER DEPOSITS

As of December 31,2020 and 2019,the balances of customer deposit consist of the following:

	31 December, 2020					31 December, 2019
Name of customer	Balances		Proportion			Balances		Proportion
Beijing Aerospace Star Technology Co., Ltd.	$	2,310,786		66	%	$	2,161,298		57	%
Anhui Linhong Heavy Industry Technology Co., Ltd.		361,569		10	%		-		-
Others		844,279		24	%		1,622,444		43	%
Total	$	3,516,634		100	%	$	3,783,742		100	%

The deposits of Beijing Aerospace Star Technology Co., Ltd. were prepayment for purchases. By December 31,2020, goods in the amount of $869,192 have been delivered. As the customer has not completed the equipment installation and signed off the acceptance, the relevant revenue and cost cannot be recognized, and the advance payment has not been reduced accordingly.

The deposits of Anhui Linhong Heavy Industry Technology Co., Ltd. were prepayment for purchases. As of the dated of this report was issued, the balance with the advance payment has been settled, and the goods have been delivered.

The rest of the deposits were the advance payment of sales contracts, purchased by several small customers**.**

Note 11 — TAXES

Corporate Income Taxes (“CIT”)

PRC-Under the Enterprise Income Tax (“EIT”) Law of PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays, and even tax exemption may be granted on a case-by-case basis. The Company is subject to an income tax rate of 25%. Due to continuous losses incurred for the years ended December 31, 2020, and 2019, the Company had $nil income tax payable.

a.	Thefollowing table reconciles PRC statutory rates to the Company’s effective tax rate:
	December 31, <br> 2020			December 31, <br> 2019
---	---	---	---	---	---	---
Loss attributed to PRC operations	$	(581,283	)	$	(510,668	)
Loss before tax		(581,283	)		(510,668	)
PRC Statutory Tax at 25% Rate		(145,321	)		(127,667	)
Effect of tax exemption granted		-			-
Valuation allowance		145,321			127,667
Income tax	$	-		$	-
b.	Thefollowing table summarizes deferred tax assets resulting from differences between financial accounting basis and tax basis of assetsand liabilities:
---	---
	December 31,			December 31,
---	---	---	---	---	---	---
	2020			2019
Deferred tax assets:	$	145,321		$	127,667
Valuation allowance		(145,321	)		(127,667	)
Total	$	-		$	-

Note 12 — CONCENTRATIONS

a. Customers concentrations:

For the year ended December 31, 2020, three customers accounted for 26%, 18% and 13% of the Company’s total revenues, respectively. For the year ended December 31, 2019, two customers accounted for 19% and 15% of the Company’s total revenues, respectively. As of December 31, 2020, one customer accounted for 15% of the Company’s total accounts receivables. As of December 31, 2019, one customer accounted for 10% of the Company’s total accounts receivables.

b. Suppliers concentrations:

For the year ended December 31, 2020, one supplier accounted for 16.6% of the Company’s total purchases. For the year ended December 31, 2019, one supplier accounted for 12.5% of the Company’s total purchases. As of December 31, 2020, three suppliers accounted for 13%, 13% and 11% of the Company’s total accounts payable, respectively. As of December 31, 2019, three suppliers accounted for 19%, 13% and 10% of the Company’s total accounts payable, respectively.

Note 13 — RISKS

a.	Credit risk
	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
	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 Risk
	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 14 — 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, 2020, through the date the financial statements were available to be issued, and has determined that there were no material subsequent events that require disclosure.

Exhibit 99.3

Planet Green Holdings Corp.

Unaudited Pro Forma Condensed Combined BalanceSheet

As of March 31, 2021

Contents	Page
Unaudited Pro Forma Condensed Combined Balance Sheet	1
Unaudited Pro Forma Condensed Combined Statement of Operations	2
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements	4 to 8

Planet Green Holdings Corp.

Unaudited Pro Forma Condensed CombinedBalance Sheet

As of March 31, 2021

(Stated in USDollars)

			AHAS			Adjustments			Combined
Assets
Current assets
Cash and cash equivalents	1,467,025		$	35,544		$	-		$	1,502,570
Restricted Cash	-			252,578			-			252,578
Trade receivables, net	1,669,689			749,658			-			2,419,347
Note receivable	15,218			195,046			-			210,264
Inventories	3,532,651			3,236,008			-			6,768,660
Advances and prepayments to suppliers	7,166,576			172,220			-			7,338,796
Other receivables and other current assets	5,117,028			1,221,595			-			6,338,623
Related party receivable	1,885,289			2,500,117			-			4,385,406
Total current assets	20,853,476		$	8,362,767		$	-		$	29,216,243
Non-current assets
Plant and equipment, net	17,067,974			4,036,649			-			21,104,623
Intangible assets, net	3,609,212			635,738			-			4,244,951
Construction in progress, net	2,148,130			-			-			2,148,130
Deferred tax assets	1,137,163			-			-			1,137,163
Goodwill	6,455,321			-			10,263,937			16,719,258
Right-of-use assets	871,949			-			-			871,949
Total Assets	52,143,225		$	13,035,154		$	10,263,937		$	75,442,316
Liabilities and Stockholders’ Equity
Current liabilities
Short-term bank loans	4,260,953		$	3,735,614		$	-		$	7,996,567
Accounts payable	1,826,563			1,966,099			-			3,792,663
Taxes payable	66,866			27,685			-			94,552
Accrued liabilities and other payables	4,355,036			426,122			-			4,781,158
Customers deposits	863,687			3,449,087			-			4,312,775
Related party payable	1,380,096			2,639,938			-			4,020,034
Lease payable-current portion	408,731			-			-			408,731
Deferred income	84,702			-			-			84,702
Total current liabilities	13,246,634		$	12,244,546		$	-		$	25,491,180
Lease payable- non-current	428,146		$	-		$	-		$	428,146
Long-term payables	281,215			-			-			281,215
Total Liabilities	13,955,996		$	12,244,546		$	-		$	26,200,542
Stockholders’ Equity
Paid in capital	-		$	3,045,776		$	(3,045,776	)	$	-
Preferred Stock, 0.001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	-			-			-			-
Common Stock, 0.001 par value, 200,000,000 shares authorized; 24,809,930 and 11,809,930 shares issued and outstanding as of March 31, 2021 and December 31, 2020 respectively	20,010			-			4,800			24,810
Additional paid-in capital	115,216,160			-			9,546,368			124,762,528
Accumulated deficit	(85,720,360	)		(2,246,057	)		-			(87,966,417	)
Accumulated other comprehensive income	6,526,680			(9,111	)		-			6,517,569
Non-controlling interests	2,144,739			-			3,758,545			5,903,285
Total Stockholders’ Equity	38,187,229		$	790,608		$	10,263,937			49,241,775
Total Liabilities and Stockholders’ Equity	52,143,225		$	13,035,154		$	10,263,937		$	75,442,316

All values are in US Dollars.

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements

Planet Green Holdings Corp.

Unaudited Pro Forma Condensed CombinedStatement of Operations

For the three months ended March31, 2021

(Stated in US Dollars)

	PLAG			AHAS			Adjustments			Combined
Net revenues	$	2,236,144		$	2,344,990		$	-		$	4,581,134
Cost of revenues		2,030,575			1,995,816			-			3,992,291
Gross profit		205,569			349,174			-			8,573,425
Operating expenses:
Selling and marketing expenses		224,519			74,394			-			298,914
General and administrative expenses		1,562,213			278,208			-			1,874,520
Total operating expenses		1,786,732			352,602			-			2,173,434
Operating loss		(1,581,163	)		(3,428	)		-			(1,584,591	)
Other income (expenses):
Interest income (expense), net		(109,502	)		(5,979	)		-			(115,481	)
Other income		199,475			31,473			-			230,948
Other expenses		(126	)		(30,504	)		-			(30,630	)
Total other (expenses) income		89,847			(5,010	)		-			84,837
(Loss) income before income taxes		(1,491,316	)		(8,437	)		-			(1,499,753	)
Provision for income taxes		-			-			-			-
Net (loss) income		(1,491,316	)		(8,437	)		-			(1,499,753	)
Loss attributed to:
Non-controlling interest		(102,853	)		-			(2,869	)		-
Common shareholders	$	(1,388,463	)	$	(8,437	)	$	2,869		$	(1,394,032	)
Loss per share attributed to common shareholders
Basic and diluted		-			-			-			(0.06	)
Basic and diluted weight average shares outstanding		-			-			-			24,809,930

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements

Planet Green Holdings Corp.

Unaudited Pro Forma Condensed CombinedStatement of Operations

For the yearsended December 31, 2020

(Stated in US Dollars)

	PLAG			AHAS			Adjustments			Combined
Net revenues	$	3,638,801		$	7,946,862		$	-		$	11,585,663
Cost of revenues		2,369,736			6,147,192			-			8,516,928
Gross profit		1,269,065			1,799,670			-			3,068,735
Operating expenses:
Selling and marketing expenses		160,109			320,983			-			481,092
General and administrative expenses		3,896,489			1,984,933			-			5,881,422
Total operating expenses		4,056,598			2,305,916			-			6,362,514
Operating loss		(2,787,533	)		(506,246	)		-			(3,293,779	)
Other income (expenses):
Interest income (expense), net		(23,407	)		(168,571	)		-			(191,978	)
Other income(expenses), net.		27,318			93,534			-			120,852
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 (expenses) income		(8,414,541	)		(75,037	)		-			(8,489,578	)
Income (loss) from continuing operations		(11,202,074	)		(581,283	)		-			(11,783,357	)
Income (loss) from discontinued operations		150,911			-			-			150,911
Net (loss) income		(11,051,163	)		(581,283	)		-			(11,632,446	)
Loss attributed to:
Non-controlling interest		-			-			(197,636	)		(197,636	)
Common shareholders	$	(11,051,163	)	$	(581,283	)	$	197,636		$	(11,434,810	)
Loss per share attributed to common shareholders
Basic and diluted		-			-			-			(0.69	)
Basic and diluted weight average shares outstanding		-			-			-			16,609,930

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements

ANHUI ANSHENG PETROCHEMICAL EQUIPMENT CO., LTD.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIALSTATEMENTS

Note 1 — ORGANIZATION AND BUSINESS DESCRIPTION

Anhui Ansheng Petrochemical Equipment Co., Ltd. (“Ansheng” or “the Company”) was incorporated under the laws of the People’s Republic of China (“China” or ‘PRC”) on May 22, 2012. Anhui Ansheng Petrochemical Equipment Co., Ltd is an engineering company specializing in manufacturing steel tanks like refinery pressure vessels, low temperature & cryogenic storage facilities, and elevated water storage tanks. The Company provides a wide range of master products, including barrier and explosion-proof skid-mounted refueling devices, SF double-layer buried oil storage tank. Our business is aligned into three business units: Barrier and explosion-proof skid-mounted refueling device division, LNG cryogenic device division, and SF double-layer oil tank division.

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES

Basis of presentation

This pro forma condensed combined financial statements, including the accompanying notes and related disclosures, has been prepared on an as-if basis, assuming that the takeover transaction between the Company and Ansheng 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 Ansheng’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 Ansheng’s acquisition on 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 on July 15, 2021. The unaudited pro forma condensed combined operations statements for the three months ended March 31, 2021 and the twelve months ended December 31, 2020, giving effect to the Ansheng’s acquisition as if it had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of March 31, 2021 gives effect to the Ansheng’s acquisition as if it had occurred on March 31, 2021. The accompanying unaudited pro forma condensed combined financial statements are presented for illustrative purposes only. The accompanying unaudited pro forma condensed combined financial statements are shown for illustrative purposes only.

These unaudited pro forma condensed combined financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and certain footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to 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	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		VIE		4,710,254
Xianning Bozhuang Tea Products Co., Ltd.	PRC		VIE		6,277,922
Jilin Chuangyuan Chemical Co., Ltd	PRC		VIE		9,280,493
Anhui Ansheng Petrochemical Equipment Co., Ltd.	PRC		VIE		3,045,776

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.

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.

Pursuant to the Share Exchange Agreement, in exchange for the acquisition of 66% of the outstanding equity interests of Target, the Company issued an aggregate of 4,800,000 shares of common stock, par value $0.001 per share, of the Company (the “Exchange Shares”) to the Sellers. At the closing of the Acquisition, the Company entered into a lock-up agreement with the Sellers with respect to the Exchange Shares, pursuant to which the Sellers agreed, subject to certain exceptions, not to transfer the Exchange Shares, or publicly disclose the intention to do so, from the closing of the Acquisition until the first anniversary of the closing (the “Lock-Up Agreement”).

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. Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd., Anhui Ansheng Petrochemical Equipment Co., Ltd and Xianning Bozhuang Tea Products Co., Ltd. uses the Chinese Renminbi (RMB) 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 at exchange rates in effect at the end of each period,
●	Nonmonetary assets and liabilities at historical rates, and
---	---
●	Revenue and expense items 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 at the rate of exchange in effect at the balance sheet date,
●	Equities at the historical rate, and
---	---
●	Revenue and expense items 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	1.2624	1.2754
Period-end US: RMB exchange rate	6.5713	6.5326
Period average US: CDN exchange rate	1.2658	1.3409
Period average US: RMB exchange rate	6.4844	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 Ansheng’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 Ansheng 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 Ansheng’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, Ansheng may incur significant expenses for business development and expansion upon consummation of the Ansheng’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	Paid in Capital	3,045,776
2	Additional paid-in capital		9,546,368
3	Goodwill	10,263,937
4	Common stock		4,800
5	Non-controlling interest		3,758,545

Issuance of shares under share exchange agreement for Ansheng acquisition