UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

 

For the quarterly period ended June 30, 2020

 

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

 

For the transition period from ________ to________

 

Commission File No. 001-34449

 

PLANET GREEN HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   87-0430320
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

Suite 200, 9841 Washingtonian Blvd
Gaithersburg, MD 20878
(Address, including zip code, of principal executive offices)

 

(202) 891-8907
(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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

 

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

  

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

 

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

 

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

 

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

 

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

 

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

 

The number of outstanding shares of the registrant’s common stock as of July 31, 2020 was 11,027,765.

 

 

 

 

 

  

TABLE OF CONTENTS

 

    PAGE
     
PART I - FINANCIAL INFORMATION  
     
ITEM 1 FINANCIAL STATEMENTS 1
     
ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 2
     
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 6
     
ITEM 4 CONTROLS AND PROCEDURES 6
     
PART II - OTHER INFORMATION  
     
ITEM 1 LEGAL PROCEEDINGS 8
     
ITEM 1A RISK FACTORS 8
     
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 8
     
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 8
     
ITEM 4 MINE SAFETY DISCLOSURES 8
     
ITEM 5 OTHER INFORMATION 8
     
ITEM 6 EXHIBITS 9
     
SIGNATURES 10

 

Caution Regarding Forward-Looking Statements

 

This quarterly report on Form 10-Q contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to the factors described in the section captioned “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (the “SEC”).

 

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

 

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

 

i

 

  

Use of Certain Defined Terms

 

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

 

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

 

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

 

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

 

4. “Lucky Sky Petrochemical” or “WFOE” refers to Lucky Sky Petrochemical Technology (Xianning) Co., Ltd., a PRC limited liability company.

 

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

 

6. “RMB” refers to Renminbi, the legal currency of China.

 

7. “Shanghai Xunyang” refers to Shanghai Xunyang Internet Technology Co., Ltd., a PRC limited liability company.

 

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

 

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

 

10. “U.S. dollar”, “$” and “US$” refer to the legal currency of the United States.

 

11. “VIE” refers to variable interest entity.

 

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

 

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

 

ii

 

   

ITEM 1. FINANCIAL STATEMENTS

 

PLANET GREEN HOLDINGS CORP.

 

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2020 AND DECEMBER 31, 2019

 

(Stated in US Dollars)

 

 

 

 

 

1

 

 

CONTENTS   PAGES
     
Unaudited Condensed Consolidated Balance Sheets   F-2
     
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)   F-3
     
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity/(Deficiency)    F-4
     
Unaudited Condensed Consolidated Statements of Cash Flows   F-5
     
Notes to Financial Statements   F-6 to F-17

 

F-1

 

  

PLANET GREEN HOLDINGS CORP.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
AT JUNE 30, 2020 AND DECEMBER 31, 2019
(Stated in US Dollars)

 

   June 30,   December 31, 
   2020   2019 
Assets        
Current assets        
Cash and cash equivalents  $4,241,280   $7,403,323 
Trade receivables, net   1,683,522    1,116,211 
Inventories   2,113,151    1,946,548 
Advances and prepayments to suppliers   9,776,948    7,414,066 
Other receivables and other current assets   1,265,025    275,288 
Related party receivable   104,115    2,162 
Total current assets  $19,184,041   $18,157,598 
           
Non-current assets          
Plant and equipment, net   5,032,309    4,972,700 
Intangible assets, net   1,443,965    1,533,927 
Construction in progress, net   826,003    834,337 
Deposits   26,041    1,454 
Right-of-use assets  $380,228   $398,082 
Total Assets  $26,892,587   $25,898,098 
           
Liabilities and Stockholders’ Equity          
Current liabilities          
Short-term bank loans  $245,507   $136,044 
Accounts payable   1,047,688    952,520 
Taxes payable   85,835    106,423 
Accrued liabilities and other payables   1,806,061    1,489,665 
Customers deposits   53,365    52,722 
Related party payable   28,444    2,027,729 
Lease payable-current portion   25,279    24,761 
Total current liabilities  $3,292,179   $4,789,864 
           
Lease payable- non-current  $355,195   $373,728 
           
Total Liabilities  $3,647,374   $5,163,592 
           
Stockholders’ Equity          
Preferred Stock, $0.001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively  $-   $- 
Common Stock, $0.001 par value, 200,000,000 shares authorized; 9,227,765 and 7,877,765 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively   9,228    7,878 
Additional paid-in capital   89,312,071    85,803,421 
Accumulated deficit   (73,988,203)   (73,280,734)
Accumulated other comprehensive income   7,912,117    8,203,941 
Total Stockholders’ Equity  $23,245,213   $20,734,506 
Total Liabilities and Stockholders’ Equity  $26,892,587   $25,898,098 

   

See Accompanying Notes to the Financial Statements

 

F-2

 

  

PLANET GREEN HOLDINGS CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019
(Stated in US Dollars)

 

   For the three months ended   For the six months ended 
   June 30,   June 30, 
   2020   2019   2020   2019 
                 
Net revenues  $471,441   $852,009   $1,306,152   $1,930,254 
Cost of revenues   287,907    771,458    1,139,976    1,551,446 
Gross profit   183,534    80,551    166,176    378,808 
                     
Operating expenses:                    
Selling and marketing expenses   18,928    19,280    26,773    19,390 
General and administrative expenses   276,752    353,372    699,331    587,941 
Total operating expenses   295,680    372,652    726,104    607,331 
                     
Operating loss   (112,146)   (292,101)   (559,928)   (228,523)
                     
Other income (expenses):                    
Interest income   1,773    9    4,094    170 
Interest expense   (3,041)   (15,989)   (4,502)   (15,989)
Other income   1,830    (1,607)   2,244    (1,607)
Other expenses   (6,090)   (5,766)   (149,377)   (5,766)
Total other expenses   (5,528)   (23,353)   (147,541))   (23,192)
Loss before taxes   (117,674)   (315,454)   (707,469)   (251,715)
Provision for income taxes        52    -    56,095 
Net loss  $(117,674)  $(315,506)  $(707,469)  $(307,810)
                     
Other comprehensive income:                    
Foreign currency translation gain (loss)   14,203    (254,483)   (291,824)   (61,823)
Comprehensive loss  $(103,471)  $(569,989)  $(999,293)  $(369,633)
                     
Loss per share                    
- Basic and diluted   (0.01)   (0.05)   (0.08)   (0.05)
                     
Basic and diluted weighted average shares outstanding   9,227,765    5,901,411    8,332,697    5,901,411 

   

See Accompanying Notes to the Financial Statements

 

F-3

 

  

PLANET GREEN HOLDINGS CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ EQUITY/(DEFICIENCY)

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Stated in US Dollars)

 

                       Accumulated         
   Number       Additional           Other   Non-     
   of   Common   Paid-in   Statutory   Accumulated   Comprehensive   Controlling     
   Shares   Stock   Capital   Reserves   Deficit   Income   Interests   Total 
Balance, January 1, 2019   5,497,765   $5,498   $74,739,031   $2,810,953   $(79,038,883)  $9,792,283   $(1,019,552)  $7,289,330 
Net loss   -    -    -    -    (307,810)   -    -    (307,810)
Issuance of shares for acquisition   1,080,000    1,080    4,783,212    -    -    -    -    4,784,292 
Issuance of common stock for cash   1,300,000    1,300    5,458,700    -    -    -    -    5,460,000 
Acquiring corporation   -    -    854,866    -    -    -    -    854,866 
Foreign currency translation adjustment   -    -    -    -    -    (61,823)   -    (61,823)
Balance, June 30, 2019   7,877,765   $7,878   $85,835,809   $2,810,953   $(79,346,693)  $9,730,460   $(1,019,552)  $18,018,855 
                                         
Balance, January 1, 2020   7,877,765   $7,878   $85,803,421   $-   $(73,280,734)  $8,203,941   $-   $20,734,506 
Net loss   -    -    -    -    (707,469)   -    -    (707,469)
Issuance of common stock for cash   1,350,000    1,350    3,508,650    -    -    -    -    3,510,000 
Foreign currency translation adjustment   -    -    -    -    -    (291,824)   -    (291,824)
Balance, June 30, 2020   9,227,765   $9,228   $89,312,071   $-   $(73,988,203)  $7,912,117   $-   $23,245,213 

   

See Accompanying Notes to the Financial Statements

 

F-4

 

  

PLANET GREEN HOLDINGS CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019
(STATED IN US DOLLARS)

 

   For the six months ended 
   June 30, 
   2020   2019 
Cash flows from operating activities        
Net loss  $(707,469)  $(307,810)
Amortization   80,194    (47,780)
Depreciation   167,501    205,027 
Bad debt expenses   2,083      
Increase in accounts and other receivables   (1,517,409)   (342,060)
Increase in related party receivables   (102,714)   - 
(Increase)/decrease in inventory   (196,399)   4,971 
(Increase)/decrease in prepayments and other current assets   (2,513,530)   761,580 
Decrease in payables and other current liabilities   (1,588,906)   (2,435,442)
Net cash used in operating activities  $(6,376,649)  $(2,161,514)
           
Cash flows from investing activities          
Purchase of plant and equipment and construction in progress   (332,394)   (131,786)
Purchase of intangible assets        (525,943)
Net cash used in investing activities  $(332,394)  $(657,729)
           
Cash flows from financing activities          
Proceeds from issuance of common stock   3,510,000    9,943,564 
Receiving bank loans   112,246    - 
Repayment of borrowings   -    (1,128,867)
Proceeds from related party receivables   -    - 
Net cash provided by financing activities  $3,622,246   $8,814,697 
           
Net (decrease) increase in cash and cash equivalents   (3,086,797)   5,995,454 
           
Effect of foreign currency translation on cash and cash equivalents   (75,246)   (39,315)
           
Cash and cash equivalents–beginning of year   7,403,323    1,079,530 
           
Cash and cash equivalents–end of year  $4,241,280   $7,035,669 
           
Supplementary cash flow information:          
Interest received  $4,094   $170 
Interest paid  $4,502   $15,989 

 

See Accompanying Notes to the Financial Statements

 

F-5

 

  

PLANET GREEN HOLDINGS CORP.
(F/K/A AMERICAN LORAIN CORPORATION)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated in US Dollars)

 

1. Organization and Principal Activities

 

Planet Green Holdings Corp. (the “Company” or “PLAG”), a Nevada corporation, engages in the businesses of (i) growing, developing, manufacturing, and marketing fresh foods, spices, convenience foods and tea products through its subsidiaries and VIEs in China and (ii) operating a demand side platform targeting the Chinese education market in North America.

 

2. Summary of Significant Accounting Policies

 

Method of accounting

 

Management has prepared the accompanying financial statements and these notes in accordance to generally accepted accounting principles in the United States (“GAAP”). The Company maintains its general ledger and journals with the accrual method accounting.

 

Principles of consolidation

 

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

 

    Place of   Attributable equity     Registered  
Name of company   incorporation   interest %     capital  
Planet Green Holdings Corporation   British Virgin Islands     100     $ 10,000  
Lucky Sky Holdings Corporations (HK) Limited   Hong Kong     100       1,277  
Lucky Sky Planet Green Holdings Co., Limited   Hong Kong     100       0.13  
Lucky Sky Petrochemical Technology (Xianning) Co., Ltd.   PRC     100       2,000,000  
Fast Approach, Inc.   Canada     100       71  
Shanghai Shuning Advertising Co., Ltd.   PRC     100       70,571  
Taishan Muren Agriculture Co., Ltd.   PRC     VIE       1,913,049  
Lorain Food Stuff (Shenzhen) Co., Ltd.   PRC     VIE       80,000  
Xianning Bozhuang Tea Products Co., Ltd.   PRC     VIE       6,277,922  

 

F-6

 

  

Planet Green Holdings Corp.
 
Notes to Financial Statements

 

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 27, 2018, the Company acquired Lucky Sky HK and Shanghai Xunyang, a wholly foreign-owned enterprise incorporated in Shanghai, China. The formation and acquisition of these companies was to implement the Company’s restructuring plans.

 

On August 12, 2019, through Lucky Sky HK, the Company established Lucky Sky Petrochemical, a wholly foreign-owned enterprise incorporated in Xianning City, Hubei Province, China.

 

On December 20, 2019, the Company sold 100% of equity interest in Shanghai Xunyang.

 

On June 5, 2020, the Company acquired all of the outstanding equity interests of Fast Approach, a corporation incorporated under the laws of Canada and in the business of operation of a demand side platform targeting the Chinese education market in North America.  

 

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

 

On June 16, 2020, Lucky Sky HK transfer 100% of the shares held by Lucky Sky Petrochemical transferred to Lucky Sky Planet Green.

 

Consolidation of Variable Interest Entities

 

VIEs are entities that 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 risks and rewards of the VIE. Management makes ongoing reassessments of whether the Company is the primary beneficiary of its VIEs.

 

On September 27, 2018, through Shanghai Xunyang Internet Technology Co. Ltd. (“Shanghai Xunyang”), the Company entered into exclusive arrangements with Beijing Lorain Co., Ltd., Luotian Lorain Co., Ltd., Shandong Greenpia Foodstuff Co., Ltd., Taishan Muren Agriculture Co. Ltd. (“Taishan Muren”) and Lorain Foodstuff (Shenzhen) Co., Ltd. (“Shenzhen Lorain”) and its shareholders that give the Company the ability to substantially influence Shenzhen Lorain’s daily operations and financial affairs and appoint its senior executives. The Company is considered the primary beneficiary of these companies and it consolidates its accounts as a VIE.

 

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”). Pursuant to 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, and 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, Huibei Province, China. The Company consolidated Xianning Bozhuang’s accounts as its VIE.

 

F-7

 

 

Planet Green Holdings Corp.

 

Notes to Financial Statements

 

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. The Company is considered the primary beneficiary of these operating companies and it consolidates their accounts as VIEs. The VIE agreements are described in detail below:

 

Consultation and Service Agreement

 

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

 

Business Cooperation Agreement

 

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

 

Equity Pledge Agreements

 

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

 

Equity Option Agreements

 

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

  

Voting Rights Proxy Agreements

 

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

 

Use of estimates

 

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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.

 

F-8

 

  

Planet Green Holdings Corp.
 
Notes to Financial Statements

 

Cash and cash equivalents

 

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

 

Investment securities

 

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

 

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

 

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

 

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

 

Trade receivables

 

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

 

Inventories

 

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

 

Advances and prepayments to suppliers

 

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

 

Plant and equipment

 

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

 

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

 

F-9

 

  

Planet Green Holdings Corp.
 
Notes to Financial Statements

 

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

 

Intangible assets

 

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

  

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

 

Construction in progress and prepayments for equipment

 

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

  

Goodwill

 

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. The Company conducts an annual assessment of its goodwill for impairment. If the carrying value of its goodwill exceeds its fair value, then impairment has incurred; accordingly, a charge to the Company’s results of operations will be recognized during the period. Fair value is generally determined using a discounted expected future cash flow analysis.

 

Accounting for the impairment of long-lived assets

 

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

 

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

 

Statutory reserves

 

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

 

Foreign currency translation

 

The accompanying financial statements are presented in United States dollars. The functional currencies of the Company are 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.

 

    6/30/2020     12/31/2019     6/30/2019  
Period/year end RMB: US$ exchange rate     7.0795       6.9762       6.7801  
Period/annual average RMB: US$ exchange rate     7.0292       6.8967       6.8656  

 

F-10

 

  

Planet Green Holdings Corp.
 
Notes to Financial Statements

 

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

 

Revenue recognition

 

The Company adopted ASC 606 “Revenue Recognition”, 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.

 

The Company derives its revenues from the sale of fresh foods, spices, convenience foods and tea products. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfils its obligations under each of its agreements:

 

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

  

Advertising

 

All advertising costs are expensed as incurred.

 

Shipping and handling

 

All outbound shipping and handling costs are expensed as incurred.

 

Research and development

 

All research and development costs are expensed as incurred.

 

Retirement benefits

 

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

 

Income taxes

 

The Company accounts for income tax using an asset and liability approach and allows for 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.

 

Comprehensive income

 

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

 

Earnings per share

 

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

 

F-11

 

  

Planet Green Holdings Corp.
 
Notes to Financial Statements

 

Financial instruments

 

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

 

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

 

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

 

Commitments and contingencies

 

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

 

Unaudited interim financial information

 

These unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial reporting and the rules and regulations of the SEC that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2020.

 

The consolidated balance sheets and certain comparative information as of December 31, 2019 are derived from the audited consolidated financial statements and related notes for the year ended December 31, 2019 (“2019 Annual Financial Statements”), included in the Company’s 2019 Annual Report on Form 10-K for the year ended December 31, 2019. These unaudited interim condensed consolidated financial statements should be read in conjunction with the 2019 Annual Financial Statements.

 

Recent accounting pronouncements

 

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

 

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

 

The Company is evaluating the timing and the impact of the aforesaid guidance on the financial statements. 

F-12

 

 

Planet Green Holdings Corp.
 
Notes to Financial Statements

 

3. Restricted Cash

 

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

 

4. Trade Receivables

 

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

 

   6/30/2020   12/31/2019 
Trade accounts receivable  $2,177,343   $1,615,245 
Less: Allowance for doubtful accounts   (493,821)   (499,034)
   $1,683,522   $1,116,211 
           
Allowance for doubtful accounts:          
Beginning balance  $(499,034)  $- 
Reclassified to discontinued operations   -    - 
Additions to allowance   (2,083)   (499,034)
Bad debt written-off   7,296    - 
Ending balance  $(493,821)  $(499,034)

  

5. Inventories

 

As of June 30, 2020 and December 31, 2019, inventories consisted of the following:

 

   6/30/2020   12/31/2019 
Raw material  $568,181   $640,990 
Inventory of Supplies   10,975    12,489 
Work in progress   961,255    1,071,363 
Finished goods   572,740    221,706 
   $2,113,151   $1,946,548 

 

6. Plant and Equipment

 

As of June 30, 2020 and December 31, 2019, property, plant, and equipment consisted of the following:

 

   6/30/2020   12/31/2019 
At Cost:          
Buildings  $4,733,932   $4,512,606 
Machinery and equipment   975,266    980,196 
Office Equipment   54,411    53,376 
Motor vehicles   148,217    150,412 
Lemon trees, mint plants, pepper trees   313,206    317,720 
   $6,225,032   $6,014,310 
           
Less: Accumulated depreciation   (1,192,723)   (1,041,610)
           
   $5,032,309   $4,972,700 

 

Depreciation expense for the six months ended June 30, 2020 and 2019 was $167,501 and $205,027, respectively.

 

F-13

 

 

Planet Green Holdings Corp.
 
Notes to Financial Statements

 

7. Intangible Assets

 

   6/30/2020   12/31/2019 
At Cost:        
Land use rights  $739,278   $750,224 
Software licenses   2,514    2,552 
Trademark   882,125    895,187 
   $1,623,917   $1,647,963 
           
Less: Accumulated depreciation   (179,952)   (114,036)
           
   $1,443,965   $1,533,927 

 

Land use rights: The land use rights of a parcel of industrial land of 31,585 square meters was obtained on April 15, 2019 with a consideration of $750,224. The land is located at Xianning City, Hubei Province, China with the land use right valid until June 12, 2068.

 

Trademark: A tea brand trademark was obtained on March 28, 2014 with a consideration of $895,187. The trademark was registered with the China National Intellectual Property Administration under registration number of 16964992A.

 

Amortization expense for the six months ended June 30, 2020 and 2019 was $68,063 and $47,780, respectively.

 

8. Bank Loans

 

As of June 30, 2020 and December 31, 2019, short-term bank loans consisted of the following:

 

Short-term Bank Loans  6/30/2020   12/31/2019 
         
Loan from China Construction Bank, Taishan Branch        
● Interest rate at 3.915% per annum; due 12/12/2020   134,059    136,044 
● Interest rate at 5.0025% per annum; due 1/17/2021   70,485    - 
● Interest rate at 4.5025% per annum; due 4/25/2021   40,963    - 
   $245,507   $136,044 

 

The short-term loans, which are denominated in RMB, were primarily obtained for general working capital purpose. $134,059 was secured by Yongjun Huang’s bank certificate of deposit. Yonjun Huang is the President of Taishan Muren. $70,485 and $40,963 are from the line of credit of China Construction Bank, Taishan Branch.

 

9. Related Parties Transaction

 

As of June 30, 2020 and December 31, 2019, the outstanding balance due to related parties was $28,444 and $2,027,729, respectively.

 

As of June 30, 2020 and December 31, 2019, the outstanding balance due to Mr. Bin Zhou, Chief Executive Officer and Chairman of the Company was $743 and $2,003,390, respectively. Both are advances for working capital of the Company, non-interest bearing, and unsecured, unless further disclosed.

 

As of June 30, 2020 and December 31, 2019, the outstanding balance due to Mr. Yong Jun Huang, the President of Taishan Muren, was $18,901 and $16,885, respectively. Both are advances for working capital of the Company, non-interest bearing, and unsecured, unless further disclosed.

 

As of June 30, 2020 and December 31, 2019, the outstanding balance due to Mr. Ming Yue Cai, the President of Shenzhen Lorain, was $8,800 and $7,454, respectively. Both are advances for working capital of the Company, non-interest bearing, and unsecured, unless further disclosed.

 

10. Equity

 

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

 

F-14

 

 

Planet Green Holdings Corp.
 
Notes to Financial Statements

 

11. Income Taxes

 

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

 

The following tables provide the reconciliation of the differences between the statutory and effective tax expenses for the six months ended June 30, 2020 and 2019:

 

   6/30/2020   6/30/2019 
Loss attributed to PRC operations  $(585,269)  $(251,715)
Loss attributed to U.S. operations   (122,200)   - 
Loss before tax  $(707,469)  $(251,715)
           
PRC Statutory Tax at 25% Rate   -    56,095 
Effect of tax exemption granted   -    - 
Income tax  $-   $56,095 

 

Per Share Effect of Tax Exemption

 

   6/30/2020   6/30/2019 
Effect of tax exemption granted  $-   $- 
Weighted-Average Shares Outstanding Basic   8,332,697    5,901,411 
Per share effect  $-   $- 

 

The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate was as follows for the three months ended June 30, 2020 and 2019:

 

   6/30/2020   6/30/2019 
U.S. federal statutory income tax rate   21%   21%
Higher (lower) rates in PRC, net   4%   4%
Expenses not deductible to taxable income   (25)%   (47.3)%
The Company’s effective tax rate   0%   (22.3)%

  

12. Earnings/(Loss) Per Share

 

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

 

   For the six months ended 
   June 30, 
   2020   2019 
Basic and diluted (loss) earnings per share numerator:        
Net loss  $(707,469)   (307,810)
           
Basic and diluted (loss) earnings per share denominator:          
Original Shares:   7,877,765    5,497,765 
Additions from Actual Events -Issuance of Common Stock   454,932    403,646 
Basic Weighted Average Shares Outstanding   8,332,697    5,901,411 
           
Income/(loss) per share - Basic and diluted   (0.08)   (0.05)
           
Weighted Average Shares Outstanding - Basic and diluted   8,332,697    5,901,411 

 

F-15

 

 

Planet Green Holdings Corp.
 
Notes to Financial Statements

 

13. Lease Commitments

 

During the year ended December 31, 2016, Taishan Muren entered into one operating lease agreement leasing one plot of land where biological assets are grown, one building, and farming facilities. During the year ended December 31, 2017, Taishan Muren entered into two operating lease agreements leasing three additional plots of land where biological assets are grown and two buildings. During the year ended December 31, 2018, Taishan Muren entered into two operating lease agreements for two buildings.

 

As of the date of this report, the leases of the Company are as follows:

 

Lease   Date Commenced   Date of expiration
Lease #1   March 1, 2016   February 28, 2031
Lease #2   January 1, 2017   February 28, 2031
Lease #3   January 1, 2017   February 28, 2031
Lease #4   January 1, 2018   February 28, 2031
Lease #5   June 1, 2018   February 28, 2031

 

Effective January 1, 2019, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the package of practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. The Company adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. The impact of the adoption on January 1, 2019 increased the right-of-uses and lease liabilities by approximately $421,382.

 

Upon adoption of ASU 2016-02, the Company recognized lease labilities of approximately $421,382, with corresponding right-of-use assets of the same amount based on the present value of the future minimum rental payments of the new lease, using an effective interest rate of 5.0025%, which is determined using an incremental borrowing rate.

 

The weighted average remaining lease term of its existing leases is 13.3 years.

 

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

 

For the six months ended June 30, 2020 and 2019, rent expenses amounted to $22,023 and $23,098, respectively.

 

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

 

Twelve months ending December 31,  Operating lease amount 
2020  $12,287 
2021   26,346 
2022   28,382 
2023   30,345 
2024   32,580 
Thereafter   253,257 
Total lease payment   383,197 
Less: interest   (2,723)
Present value of lease liabilities  $380,474 

 

14. Other Expenses

 

Other expenses consisted of the following:

 

   6/30/2020   6/30/2019 
Other expense:        
Donation outlay  $(142,264)  $- 
Other   (7,113)   (5,766)
   $(149,377)  $(5,766)

 

The Company donated RMB 1,000,000 ($142,264) to the local non-profit organization for treatment and prevention of COVID-19 in local community.

 

F-16

 

 

Planet Green Holdings Corp.
 
Notes to Financial Statements

 

15. Risks

 

  A. Credit risk

 

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

 

Since the Company’s inception, the age of account receivables has been less than one year indicating that the Company is subject to minimal risk borne from credit extended to customers.

 

  B. Interest risk

 

The Company is subject to interest rate risk when short term loans become due and require refinancing.

 

  C. Economic and political risks

 

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

 

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.

 

  D. Environmental risks

 

The Company has procured environmental licenses required by the PRC government. The Company has both a water treatment facility for water used in its production process and secure transportation to remove waste off site. In the event of an accident, the Company has purchased insurance to cover potential damage to employees, equipment, and local environment.

 

  E. Inflation Risk

 

Management of the Company 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.

  

16. 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 with respect to conditions that existed at the dates of the balance sheets, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has analyzed its operations subsequent to June 30, 2020 to the date these unaudited condensed consolidated financial statements were issued, and has determined that it does not have any material events to disclose.

 

F-17

 

 

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

 

Overview

 

We are headquartered in Gaithersburg, MD. After a series of acquisitions and dispositions in 2018 and 2019, our primary business, which is carried out by Taishan Muren and Xianning Bozhuang, is:

 

  to develop and market products, such as sauces and tea products, from herbs and spices, in China; and

 

  to sell brown rice syrup and tea bags developed using our unique recipes in China.

 

Recent Development

 

Acquisition of Fast Approach

 

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

 

Coronavirus (COVID-19) Update

 

Recently, there is an ongoing outbreak of a novel strain of coronavirus (COVID-19) first identified in China and has since spread rapidly globally. The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and business facilities globally for the past few months. In March 2020, the World Health Organization declared the COVID-19 as a pandemic. Given the rapidly expanding nature of the COVID-19 pandemic, and because substantially all of our business operations and our workforce are concentrated in China, our business, results of operations and financial condition have been and will continue to be adversely affected. Potential impact to our results of operations will also depend on future developments and new information that may emerge regarding the duration and severity of the COVID-19 and the actions taken by government authorities and other entities to contain the COVID-19 or mitigate its impact, almost all of which are beyond our control.

 

The impacts of COVID-19 on our business, financial condition, and results of operations include, but are not limited to, the following:

 

  We temporally closed our offices and production facilities to adhere to the policy from February 2020 until April 2020, as required by relevant PRC regulatory authorities. Our offices are slowly reopening pursuant to local guidelines. In the first half of 2020, the COVID-19 outbreak has caused disruptions in our manufacturing operations, which have resulted in delays in the shipment of products to certain of our customers.
     
  Some of our employees were in mandatory self-quarantine from January 2020 to April 2020.

 

  Our customers have been negatively impacted by the outbreak, which may reduce the demand of our products. As a result, our revenue and income may be negatively impacted in 2020.

 

  The situation may worsen if the COVID-19 pandemic continues. We will continue to closely monitor our collections throughout 2020.

 

2

 

 

A prolonged disruption or any further unforeseen delay in our operations of the manufacturing, delivery and assembly process within any of our production facilities could continue to result in delays in the shipment of products to our customers, increased costs and reduced revenue.

 

We cannot foresee whether the outbreak of COVID-19 will be effectively contained, nor can we predict the severity and duration of its impact. If the outbreak of COVID-19 is not effectively and timely controlled, our business operations and financial condition may be materially and adversely affected as a result of the deteriorating market outlook, the slowdown in regional and national economic growth, weakened liquidity and financial condition of our customers or other factors that we cannot foresee. Any of these factors and other factors beyond our control could have an adverse effect on the overall business environment, cause uncertainties in the regions where we conduct business, cause our business to suffer in ways that we cannot predict and materially and adversely impact our business, financial condition and results of operations.

 

Results of Operations

 

Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019

 

The following table summarizes the results of our operations during the three-month periods ended June 30, 2020 and 2019 and provides information regarding the dollar and percentage increase or (decrease) from the three months ended June 30, 2020 compared to the three months ended June 30, 2019.

 

(All amounts, other than percentages, stated in thousands of U.S. dollars)

 

   Three months ended   Increase /   Increase / 
   June 30,   Decrease   Decrease 
(In Thousands of USD)  2020   2019   ($)   (%) 
Net revenues   471    852    (381)   (45)
Cost of revenues   288    771    (483)   (63)
Gross profit   184    81    103    127 
Operating expenses:                    
Selling and marketing expenses   19    19    -    - 
General and administrative expenses   277    353    (76)   (22)
Operating loss   (112)   (293)   181    (62)
Interest and other income   4    (1)   5    (500)
Other expenses   (6)   (6)   -    - 
Interest expense   (3)   (16)   13    (81)
Loss before tax   (118)   (316)   198    (63)
Net loss   (118)   (316)   198    (63)

   

3

 

 

Revenue

 

Net Revenues. Our net revenues for the three months ended June 30, 2020 amounted to $0.47 million, which represents a decrease of approximately $0.38 million, or 45%, from $0.85 million for the three months ended June 30, 2019. This decrease was mainly due to a reduction in demand of our products caused by the COVID-19 pandemic.

 

Cost of Revenues. During the three months ended June 30, 2020, we experienced a decrease in cost of revenue of $0.48 million or 63%, in comparison to the three months ended June 30, 2019, from approximately $0.77 million to $0.29 million. This decrease was mainly due to reduced sales.

 

Gross Profit. Our gross profit increased by $0.1 million, or 127%, to $0.18 million for the three months ended June 30, 2020 from $0.08 million for the three months ended June 30, 2019. This increase was mainly due to increased sales of tea products with higher gross margins.

 

Operating Expenses

 

Selling and Marketing Expenses. Our selling and marketing expenses have not changed at all compared with the same period last year.

 

General and Administrative Expenses. We experienced a decrease in general and administrative expense of $0.08 million from $0.35 million to approximately $0.28 million for the three months ended June 30, 2020, compared to the three months ended June 30, 2019. This decrease was mainly due to the decrease in professional service fees. 

 

Net Loss

 

Our net loss decreased by $0.2 million or 62%, to $0.12 million net loss for the three months ended June 30, 2020 from $0.32 million net loss for the three months ended June 30, 2019. Such decrease was primarily the result of increased sales of tea products with higher gross margins.

 

Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019

 

The following table summarizes the results of our operations during the six-month periods ended June 30, 2020 and 2019, respectively, and provides information regarding the dollar and percentage increase or decrease from the six-month period ended June 30, 2020 compared to the six-month period ended June 30, 2019.

 

(All amounts, other than percentages, stated in thousands of U.S. dollars)

 

   Six months ended   Increase /   Increase / 
   June 30,   Decrease   Decrease 
(In Thousands of USD)  2020   2019   ($)   (%) 
Net revenues   1,306    1,930    (624)   (32)
Cost of revenues   1,140    1,551    (411)   (26)
Gross profit   166    379    (213)   (56)
Operating expenses:                    
Selling and marketing expenses   27    19    8    42 
General and administrative expenses   699    588    111    19 
Operating loss   (560)   (229)   (789)   (345)
Interest and other income   6    (1)   7    (700)
Other expenses   (149)   (6)   (143)   2,383 
Interest expense   (5)   (16)   11    (69)
Loss before tax   (707)   (252)   (455)   181 
Income tax expense   -    56    (56)   (100)
Net loss   (707)   (308)   (399)   130 

 

Revenue

 

Net Revenues. Our net revenues for the six months ended June 30, 2020 amounted to $1.3 million, which represents a decrease of approximately $0.6 million, or 32%, from $1.9 million for the six months ended June 30, 2019. This decrease was mainly due to a reduction in demand of our products caused by the COVID-19 pandemic.

 

Cost of Revenues. During the six months ended June 30, 2020, we experienced a decrease in cost of revenue of $0.4 million or 26%, in comparison to the six months ended June 30, 2019, from approximately $1.5 million to $1.1 million. This decrease was mainly due to reduced sales.

 

Gross Profit. Our gross profit decreased by $0.21 million, or 56%, to $0.17 million for the six months ended June 30, 2020 from $0.38 million for the six months ended June 30, 2019. This decrease was mainly due to decreased sales of spices with higher gross margin.

  

4

 

 

Operating Expenses

 

Selling and Marketing Expenses. Our selling and marketing expenses increased by $0.008 million, or 42%, to $0.03 million for the six months ended June 30, 2020 from $0.02 million for the six months ended June 30, 2019. This increase was mainly due to our effort to expand our business.

 

General and Administrative Expenses. We experienced an increase in general and administrative expense of $0.11 million from $0.59 million to approximately $0.70 million for the six months ended June 30, 2020, compared to the six months ended June 30, 2019. This increase was mainly due to the increase in intermediary service fees. 

 

Net Loss

 

Our net loss increased by $0.4 million or 130%, to $0.7 million net loss for the six months ended June 30, 2020 from $0.3 million net loss for the six months ended June 30, 2019. Such increase was primarily the result of the impact of COVID-19, resulting in lower revenue and thus net loss.

 

Liquidity and Capital Resources

 

In the reporting period in 2020, our primary sources of financing have been cash generated from operations and private placements. We raised funds in the following private placement in the first quarter of 2020:

 

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

 

General

 

Management anticipates that our existing capital resources and anticipated cash flows from operations are adequate to satisfy our liquidity requirements for the next 12 months. Our primary capital needs have been to fund our working capital requirements. In the past, our primary sources of financing have been cash generated from operations and financing activities.

 

As of June 30, 2020, we had cash and cash equivalents (including restricted cash) of $4.24 million. The debt to assets ratio was 13.6% and 19.9% as of June 30, 2020 and December 31, 2019, respectively. We expect to continue to finance our operations and working capital needs in 2020 from cash generated from operations and, if needed, private financings. If available liquidity is not sufficient to meet our operating and loan obligations as they come due, our plans include pursuing alternative financing arrangements or reducing expenditures as necessary to meet our cash requirements. However, there is no assurance that we will be able to raise additional capital or reduce discretionary spending to provide liquidity, if needed. We cannot be sure of the availability or terms of any alternative financing arrangements.

 

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

 

Cash Flow (In thousands)

 

   For the Six Months Ended 
   June 30, 
   2020   2019 
Net cash used in operating activities   (6,377)   (2,162)
Net cash used in investing activities   (332)   (658)
Net cash provided by financing activities   3,622    8,815 
Net cash flow   (3,087)   5,995 

 

Operating Activities

 

Net cash used in operating activities was $6.4 million and $0.2 million for the six months ended June 30, 2020 and 2019, respectively. Net cash used in operating activities was mainly due to an increase of $1.5 million in accounts and other receivables, a decrease of $1.6 million in payables and other current liabilities and an increase of $2.5 million in prepayments and other current assets.

 

Investing Activities

 

Net cash used in investing activities for the six months ended June 30, 2020 was $0.3 million, representing a decrease of $0.3 million in net cash used in investing activities from $0.6 million for the same period of 2019. This was mainly due to a decrease in the investment of fixed assets.

 

Financing Activities

 

Net cash provided by financing activities for the six months period ended June 30, 2020 was $3.6 million, representing a decrease of $5.2 million in net cash provided by financing activities from $8.8 million for the same period of 2019. This is mainly due to a decrease in private financing.

 

5

 

  

Critical Accounting Policies

 

The preparation of financial statements in conformity with GAAP requires our management to make assumptions, estimates and judgments that affect the amounts reported in our financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. We consider our critical accounting policies to be those that require significant judgments and estimates in the preparation of financial statements, including those set forth in Note 2 to the financial statements included herein.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance arrangements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

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

 

As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2020. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2020, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were not effective due to the continuing material weakness in our internal control over financial reporting.

 

The material weakness and significant deficiency identified by our management as of June 30, 2020 relates to the ability of the Company to record transactions and provide disclosures in accordance with GAAP. We did not have sufficient and skilled accounting personnel with an appropriate level of experience in the application of GAAP commensurate with our financial reporting requirements. For example, our staff members do not hold licenses such as Certified Public Accountant or Certified Management Accountant in the United States, have not attended United States institutions for training as accountants, and have not attended extended educational programs that would provide sufficient relevant education relating to GAAP. Our staff will require substantial training to meet the demands of a U.S. public company and our staff’s understanding of the requirements of GAAP-based reporting is inadequate.

 

6

 

 

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

 

Changes in Internal Controls over Financial Reporting.

 

During the three months ended June 30, 2020, there were no changes in our internal control over financial reporting identified in connection with the evaluation performed during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Inherent Limitations over Internal Controls.

 

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

 

  (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
     
  (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
     
  (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

 

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

 

7

 

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

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

  

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

 

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

 

The issuance of the securities was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

8

 

 

ITEM 6. EXHIBITS

 

The following exhibits are filed as part of this report.

 

Exhibit No.   Description
     
10.1   Share Exchange Agreement, dated as of June 5, 2020, by and among Planet Green Holdings Corp., Fast Approach, Inc. and sellers named therein (incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed with the SEC on June 10, 2020) #
     
10.2   Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed with the SEC on June 10, 2020)
     
10.3   Form of Non-Competition and Non-Solicitation Agreement (incorporated by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed with the SEC on June 10, 2020)
     
31.1   Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
     
31.2   Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
     
32.1   Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
     
32.2   Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
     
101.INS   XBRL Instance Document *
     
101.SCH   XBRL Taxonomy Extension Schema *
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase *
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase *
     
101.LAB   XBRL Taxonomy Extension Label Linkbase *
     
101.PRE   XBRL Taxonomy Extension Presentation Linkbase *

 

* Filed herewith.
   
** Furnished herewith.
   
# The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

 

9

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: July 31, 2020  
   
  PLANET GREEN HOLDINGS CORP.
   
  /s/ Bin Zhou
  Bin Zhou
  Chief Executive Officer
  (Principal Executive Officer)
   
  /s/ Lili Hu
  Lili Hu
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

 

10

 

 

Exhibit 31.1

 

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302

 

I, Bin Zhou, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Planet Green Holdings Corp. (the “Registrant”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

 

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: July 31, 2020 By: /s/ Bin Zhou
    Bin Zhou
Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2

 

CERTIFICATIONS OF CHIEF FINANCIAL OFFICER 
PURSUANT TO SECTION 302

 

I, Lili Hu, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Planet Green Holdings Corp. (the “Registrant”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

 

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

 

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Date: July 31, 2020 By: /s/ Lili Hu
   

Lili Hu

Chief Financial Officer

(Principal Financial and Accounting Officer)

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 
18 U.S.C. SECTION 1350 
AS ADOPTED PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Planet Green Holdings Corp. (the “Company”) on Form 10-Q for the period ended June 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

Date: July 31, 2020 By: /s/ Bin Zhou
    Bin Zhou
Chief Executive Officer
(Principal Executive Officer)

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

 

CERTIFICATION PURSUANT TO 
18 U.S.C. SECTION 1350 
AS ADOPTED PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Planet Green Holdings Corp. (the “Company”) on Form 10-Q for the period ended June 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

Date: July 31, 2020 By: /s/ Lili Hu
    Lili Hu
Chief Financial Officer
(Principal Financial and Accounting Officer)

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

v3.20.2
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2020
Jul. 31, 2020
Document and Entity Information [Abstract]    
Entity Registrant Name Planet Green Holdings Corp.  
Entity Central Index Key 0001117057  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Type 10-Q  
Document Period End Date Jun. 30, 2020  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2020  
Entity Current Reporting Status Yes  
Entity Interactive Data Current No  
Entity Incorporation State Country Code NV  
Entity File Number 001-34449  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   11,027,765
v3.20.2
Unaudited Condensed Consolidated Balance Sheets - USD ($)
Jun. 30, 2020
Dec. 31, 2019
Current assets    
Cash and cash equivalents $ 4,241,280 $ 7,403,323
Trade receivables, net 1,683,522 1,116,211
Inventories 2,113,151 1,946,548
Advances and prepayments to suppliers 9,776,948 7,414,066
Other receivables and other current assets 1,265,025 275,288
Related party receivable 104,115 2,162
Total current assets 19,184,041 18,157,598
Non-current assets    
Plant and equipment, net 5,032,309 4,972,700
Intangible assets, net 1,443,965 1,533,927
Construction in progress, net 826,003 834,337
Deposits 26,041 1,454
Right-of-use assets 380,228 398,082
Total Assets 26,892,587 25,898,098
Current liabilities    
Short-term bank loans 245,507 136,044
Accounts payable 1,047,688 952,520
Taxes payable 85,835 106,423
Accrued liabilities and other payables 1,806,061 1,489,665
Customers deposits 53,365 52,722
Related party payable 28,444 2,027,729
Lease payable-current portion 25,279 24,761
Total current liabilities 3,292,179 4,789,864
Lease payable- non-current 355,195 373,728
Total Liabilities 3,647,374 5,163,592
Stockholders' Equity    
Preferred Stock, $0.001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively
Common Stock, $0.001 par value, 200,000,000 shares authorized; 9,227,765 and 7,877,765 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively 9,228 7,878
Additional paid-in capital 89,312,071 85,803,421
Accumulated deficit (73,988,203) (73,280,734)
Accumulated other comprehensive income 7,912,117 8,203,941
Total Stockholders' Equity 23,245,213 20,734,506
Total Liabilities and Stockholders’ Equity $ 26,892,587 $ 25,898,098
v3.20.2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2020
Dec. 31, 2019
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 9,227,765 7,877,765
Common stock, shares outstanding 9,227,765 7,877,765
v3.20.2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Income Statement [Abstract]        
Net revenues $ 471,441 $ 852,009 $ 1,306,152 $ 1,930,254
Cost of revenues 287,907 771,458 1,139,976 1,551,446
Gross profit 183,534 80,551 166,176 378,808
Operating expenses:        
Selling and marketing expenses 18,928 19,280 26,773 19,390
General and administrative expenses 276,752 353,372 699,331 587,941
Total operating expenses 295,680 372,652 726,104 607,331
Operating loss (112,146) (292,101) (559,928) (228,523)
Other income (expenses):        
Interest income 1,773 9 4,094 170
Interest expense (3,041) (15,989) (4,502) (15,989)
Other income 1,830 (1,607) 2,244 (1,607)
Other expenses (6,090) (5,766) (149,377) (5,766)
Total other expenses (5,528) (23,353) (147,541) (23,192)
Loss before taxes (117,674) (315,454) (707,469) (251,715)
Provision for income taxes   52 56,095
Net loss (117,674) (315,506) (707,469) (307,810)
Other comprehensive income:        
Foreign currency translation gain (loss) 14,203 (254,483) (291,824) (61,823)
Comprehensive loss $ (103,471) $ (569,989) $ (999,293) $ (369,633)
Loss per share        
- Basic and diluted $ (0.01) $ (0.05) $ (0.08) $ (0.05)
Basic and diluted weighted average shares outstanding 9,227,765 5,901,411 8,332,697 5,901,411
v3.20.2
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity/(Deficiency) - USD ($)
Common Stock
Additional Paid-in Capital
Statutory Reserves
Accumulated Deficit
Accumulated Other Comprehensive Income
Non-Controlling Interests
Total
Balance at Dec. 31, 2018 $ 5,498 $ 74,739,031 $ 2,810,953 $ (79,038,883) $ 9,792,283 $ (1,019,552) $ 7,289,330
Balance, shares at Dec. 31, 2018 5,497,765            
Net loss       (307,810) (307,810)
Issuance of shares for acquisition $ 1,080 4,783,212 4,784,292
Issuance of shares for acquisition, shares 1,080,000            
Issuance of common stock for cash $ 1,300 5,458,700 5,460,000
Issuance of common stock for cash, shares 1,300,000            
Acquiring corporation 854,866 854,866
Foreign currency translation adjustment         (61,823) (61,823)
Balance at Jun. 30, 2019 $ 7,878 85,835,809 2,810,953 (79,346,693) 9,730,460 (1,019,552) 18,018,855
Balance, shares at Jun. 30, 2019 7,877,765            
Balance at Dec. 31, 2019 $ 7,878 85,803,421 (73,280,734) 8,203,941   20,734,506
Balance, shares at Dec. 31, 2019 7,877,765            
Net loss       (707,469) (707,469)
Issuance of common stock for cash $ 1,350 3,508,650 3,510,000
Issuance of common stock for cash, shares 1,350,000            
Foreign currency translation adjustment         (291,824) (291,824)
Balance at Jun. 30, 2020 $ 9,228 $ 89,312,071   $ (73,988,203) $ 7,912,117 $ 23,245,213
Balance, shares at Jun. 30, 2020 9,227,765            
v3.20.2
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Cash flows from operating activities    
Net loss $ (707,469) $ (307,810)
Amortization 80,194 (47,780)
Depreciation 167,501 205,027
Bad debt expenses 2,083  
Increase in accounts and other receivables (1,517,409) (342,060)
Increase in related party receivables (102,714)
(Increase)/decrease in inventory (196,399) 4,971
(Increase)/decrease in prepayments and other current assets (2,513,530) 761,580
Decrease in payables and other current liabilities (1,588,906) (2,435,442)
Net cash used in operating activities (6,376,649) (2,161,514)
Cash flows from investing activities    
Purchase of plant and equipment and construction in progress (332,394) (131,786)
Purchase of intangible assets   (525,943)
Net cash used in investing activities (332,394) (657,729)
Cash flows from financing activities    
Proceeds from issuance of common stock 3,510,000 9,943,564
Receiving bank loans 112,246
Repayment of borrowings (1,128,867)
Proceeds from related party receivables
Net cash provided by financing activities 3,622,246 8,814,697
Net (decrease) increase in cash and cash equivalents (3,086,797) 5,995,454
Effect of foreign currency translation on cash and cash equivalents (75,246) (39,315)
Cash and cash equivalents-beginning of year 7,403,323 1,079,530
Cash and cash equivalents-end of year 4,241,280 7,035,669
Supplementary cash flow information:    
Interest received 4,094 170
Interest paid $ 4,502 $ 15,989
v3.20.2
Organization and Principal Activities
6 Months Ended
Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Principal Activities
1. Organization and Principal Activities

 

Planet Green Holdings Corp. (the “Company” or “PLAG”), a Nevada corporation, engages in the businesses of (i) growing, developing, manufacturing, and marketing fresh foods, spices, convenience foods and tea products through its subsidiaries and VIEs in China and (ii) operating a demand side platform targeting the Chinese education market in North America.

v3.20.2
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

 

Method of accounting

 

Management has prepared the accompanying financial statements and these notes in accordance to generally accepted accounting principles in the United States (“GAAP”). The Company maintains its general ledger and journals with the accrual method accounting.

 

Principles of consolidation

 

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

 

    Place of   Attributable equity     Registered  
Name of company   incorporation   interest %     capital  
Planet Green Holdings Corporation   British Virgin Islands     100     $ 10,000  
Lucky Sky Holdings Corporations (HK) Limited   Hong Kong     100       1,277  
Lucky Sky Planet Green Holdings Co., Limited   Hong Kong     100       0.13  
Lucky Sky Petrochemical Technology (Xianning) Co., Ltd.   PRC     100       2,000,000  
Fast Approach, Inc.   Canada     100       71  
Shanghai Shuning Advertising Co., Ltd.   PRC     100       70,571  
Taishan Muren Agriculture Co., Ltd.   PRC     VIE       1,913,049  
Lorain Food Stuff (Shenzhen) Co., Ltd.   PRC     VIE       80,000  
Xianning Bozhuang Tea Products Co., Ltd.   PRC     VIE       6,277,922  

  

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 27, 2018, the Company acquired Lucky Sky HK and Shanghai Xunyang, a wholly foreign-owned enterprise incorporated in Shanghai, China. The formation and acquisition of these companies was to implement the Company’s restructuring plans.

 

On August 12, 2019, through Lucky Sky HK, the Company established Lucky Sky Petrochemical, a wholly foreign-owned enterprise incorporated in Xianning City, Hubei Province, China.

 

On December 20, 2019, the Company sold 100% of equity interest in Shanghai Xunyang.

 

On June 5, 2020, the Company acquired all of the outstanding equity interests of Fast Approach, a corporation incorporated under the laws of Canada and in the business of operation of a demand side platform targeting the Chinese education market in North America.  

 

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

 

On June 16, 2020, Lucky Sky HK transfer 100% of the shares held by Lucky Sky Petrochemical transferred to Lucky Sky Planet Green.

 

Consolidation of Variable Interest Entities

 

VIEs are entities that 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 risks and rewards of the VIE. Management makes ongoing reassessments of whether the Company is the primary beneficiary of its VIEs.

 

On September 27, 2018, through Shanghai Xunyang Internet Technology Co. Ltd. (“Shanghai Xunyang”), the Company entered into exclusive arrangements with Beijing Lorain Co., Ltd., Luotian Lorain Co., Ltd., Shandong Greenpia Foodstuff Co., Ltd., Taishan Muren Agriculture Co. Ltd. (“Taishan Muren”) and Lorain Foodstuff (Shenzhen) Co., Ltd. (“Shenzhen Lorain”) and its shareholders that give the Company the ability to substantially influence Shenzhen Lorain’s daily operations and financial affairs and appoint its senior executives. The Company is considered the primary beneficiary of these companies and it consolidates its accounts as a VIE.

 

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”). Pursuant to 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, and 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, Huibei 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. The Company is considered the primary beneficiary of these operating companies and it consolidates their accounts as VIEs. The VIE agreements are described in detail below:

 

Consultation and Service Agreement

 

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

 

Business Cooperation Agreement

 

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

 

Equity Pledge Agreements

 

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

 

Equity Option Agreements

 

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

  

Voting Rights Proxy Agreements

 

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

 

Use of estimates

 

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 and cash equivalents

 

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

 

Investment securities

 

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

 

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

 

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

 

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

 

Trade receivables

 

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

 

Inventories

 

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

 

Advances and prepayments to suppliers

 

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

 

Plant and equipment

 

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

 

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

  

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

 

Intangible assets

 

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

  

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

 

Construction in progress and prepayments for equipment

 

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

  

Goodwill

 

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. The Company conducts an annual assessment of its goodwill for impairment. If the carrying value of its goodwill exceeds its fair value, then impairment has incurred; accordingly, a charge to the Company’s results of operations will be recognized during the period. Fair value is generally determined using a discounted expected future cash flow analysis.

 

Accounting for the impairment of long-lived assets

 

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

 

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

 

Statutory reserves

 

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

 

Foreign currency translation

 

The accompanying financial statements are presented in United States dollars. The functional currencies of the Company are 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.

 

    6/30/2020     12/31/2019     6/30/2019  
Period/year end RMB: US$ exchange rate     7.0795       6.9762       6.7801  
Period/annual average RMB: US$ exchange rate     7.0292       6.8967       6.8656  

  

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

 

Revenue recognition

 

The Company adopted ASC 606 “Revenue Recognition”, 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.

 

The Company derives its revenues from the sale of fresh foods, spices, convenience foods and tea products. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfils its obligations under each of its agreements:

 

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

  

Advertising

 

All advertising costs are expensed as incurred.

 

Shipping and handling

 

All outbound shipping and handling costs are expensed as incurred.

 

Research and development

 

All research and development costs are expensed as incurred.

 

Retirement benefits

 

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

 

Income taxes

 

The Company accounts for income tax using an asset and liability approach and allows for 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.

 

Comprehensive income

 

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

 

Earnings per share

 

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

  

Financial instruments

 

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

 

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

 

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

 

Commitments and contingencies

 

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

 

Unaudited interim financial information

 

These unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial reporting and the rules and regulations of the SEC that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2020.

 

The consolidated balance sheets and certain comparative information as of December 31, 2019 are derived from the audited consolidated financial statements and related notes for the year ended December 31, 2019 (“2019 Annual Financial Statements”), included in the Company’s 2019 Annual Report on Form 10-K for the year ended December 31, 2019. These unaudited interim condensed consolidated financial statements should be read in conjunction with the 2019 Annual Financial Statements.

 

Recent accounting pronouncements

 

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

 

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

 

The Company is evaluating the timing and the impact of the aforesaid guidance on the financial statements. 

v3.20.2
Restricted Cash
6 Months Ended
Jun. 30, 2020
Restricted Cash [Abstract]  
Restricted Cash
3. Restricted Cash

 

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

v3.20.2
Trade Receivables
6 Months Ended
Jun. 30, 2020
Trade Receivables [Abstract]  
Trade Receivables

4. Trade Receivables

 

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

 

   6/30/2020   12/31/2019 
Trade accounts receivable  $2,177,343   $1,615,245 
Less: Allowance for doubtful accounts   (493,821)   (499,034)
   $1,683,522   $1,116,211 
           
Allowance for doubtful accounts:          
Beginning balance  $(499,034)  $- 
Reclassified to discontinued operations   -    - 
Additions to allowance   (2,083)   (499,034)
Bad debt written-off   7,296    - 
Ending balance  $(493,821)  $(499,034)
v3.20.2
Inventories
6 Months Ended
Jun. 30, 2020
Inventory Disclosure [Abstract]  
Inventories
5. Inventories

 

As of June 30, 2020 and December 31, 2019, inventories consisted of the following:

 

   6/30/2020   12/31/2019 
Raw material  $568,181   $640,990 
Inventory of Supplies   10,975    12,489 
Work in progress   961,255    1,071,363 
Finished goods   572,740    221,706 
   $2,113,151   $1,946,548 

v3.20.2
Plant and Equipment
6 Months Ended
Jun. 30, 2020
Property, Plant and Equipment [Abstract]  
Plant and Equipment

6. Plant and Equipment

 

As of June 30, 2020 and December 31, 2019, property, plant, and equipment consisted of the following:

 

   6/30/2020   12/31/2019 
At Cost:          
Buildings  $4,733,932   $4,512,606 
Machinery and equipment   975,266    980,196 
Office Equipment   54,411    53,376 
Motor vehicles   148,217    150,412 
Lemon trees, mint plants, pepper trees   313,206    317,720 
   $6,225,032   $6,014,310 
           
Less: Accumulated depreciation   (1,192,723)   (1,041,610)
           
   $5,032,309   $4,972,700 

 

Depreciation expense for the six months ended June 30, 2020 and 2019 was $167,501 and $205,027, respectively.

v3.20.2
Intangible Assets
6 Months Ended
Jun. 30, 2020
Intangible Assets [Abstract]  
Intangible Assets

7. Intangible Assets

 

   6/30/2020   12/31/2019 
At Cost:        
Land use rights  $739,278   $750,224 
Software licenses   2,514    2,552 
Trademark   882,125    895,187 
   $1,623,917   $1,647,963 
           
Less: Accumulated depreciation   (179,952)   (114,036)
           
   $1,443,965   $1,533,927 

 

Land use rights: The land use rights of a parcel of industrial land of 31,585 square meters was obtained on April 15, 2019 with a consideration of $750,224. The land is located at Xianning City, Hubei Province, China with the land use right valid until June 12, 2068.

 

Trademark: A tea brand trademark was obtained on March 28, 2014 with a consideration of $895,187. The trademark was registered with the China National Intellectual Property Administration under registration number of 16964992A.

 

Amortization expense for the six months ended June 30, 2020 and 2019 was $68,063 and $47,780, respectively.

v3.20.2
Bank Loans
6 Months Ended
Jun. 30, 2020
Short-term Debt [Abstract]  
Bank Loans

8. Bank Loans

 

As of June 30, 2020 and December 31, 2019, short-term bank loans consisted of the following:

 

Short-term Bank Loans  6/30/2020   12/31/2019 
         
Loan from China Construction Bank, Taishan Branch        
● Interest rate at 3.915% per annum; due 12/12/2020   134,059    136,044 
● Interest rate at 5.0025% per annum; due 1/17/2021   70,485    - 
● Interest rate at 4.5025% per annum; due 4/25/2021   40,963    - 
   $245,507   $136,044 

 

The short-term loans, which are denominated in RMB, were primarily obtained for general working capital purpose. $134,059 was secured by Yongjun Huang’s bank certificate of deposit. Yonjun Huang is the President of Taishan Muren. $70,485 and $40,963 are from the line of credit of China Construction Bank, Taishan Branch.

v3.20.2
Related Parties Transaction
6 Months Ended
Jun. 30, 2020
Related Party Transactions [Abstract]  
Related Parties Transaction

9. Related Parties Transaction

 

As of June 30, 2020 and December 31, 2019, the outstanding balance due to related parties was $28,444 and $2,027,729, respectively.

 

As of June 30, 2020 and December 31, 2019, the outstanding balance due to Mr. Bin Zhou, Chief Executive Officer and Chairman of the Company was $743 and $2,003,390, respectively. Both are advances for working capital of the Company, non-interest bearing, and unsecured, unless further disclosed.

 

As of June 30, 2020 and December 31, 2019, the outstanding balance due to Mr. Yong Jun Huang, the President of Taishan Muren, was $18,901 and $16,885, respectively. Both are advances for working capital of the Company, non-interest bearing, and unsecured, unless further disclosed.

 

As of June 30, 2020 and December 31, 2019, the outstanding balance due to Mr. Ming Yue Cai, the President of Shenzhen Lorain, was $8,800 and $7,454, respectively. Both are advances for working capital of the Company, non-interest bearing, and unsecured, unless further disclosed.

v3.20.2
Equity
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Equity

10. Equity

 

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

v3.20.2
Income Taxes
6 Months Ended
Jun. 30, 2020
Income Tax Disclosure [Abstract]  
Income Taxes

11. Income Taxes

 

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

 

The following tables provide the reconciliation of the differences between the statutory and effective tax expenses for the six months ended June 30, 2020 and 2019:

 

   6/30/2020   6/30/2019 
Loss attributed to PRC operations  $(585,269)  $(251,715)
Loss attributed to U.S. operations   (122,200)   - 
Loss before tax  $(707,469)  $(251,715)
           
PRC Statutory Tax at 25% Rate   -    56,095 
Effect of tax exemption granted   -    - 
Income tax  $-   $56,095 

 

Per Share Effect of Tax Exemption

 

   6/30/2020   6/30/2019 
Effect of tax exemption granted  $-   $- 
Weighted-Average Shares Outstanding Basic   8,332,697    5,901,411 
Per share effect  $-   $- 

 

The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate was as follows for the three months ended June 30, 2020 and 2019:

 

   6/30/2020   6/30/2019 
U.S. federal statutory income tax rate   21%   21%
Higher (lower) rates in PRC, net   4%   4%
Expenses not deductible to taxable income   (25)%   (47.3)%
The Company’s effective tax rate   0%   (22.3)%

 

v3.20.2
Earnings/(Loss) Per Share
6 Months Ended
Jun. 30, 2020
Earnings Per Share [Abstract]  
Earnings/(Loss) Per Share

12. Earnings/(Loss) Per Share

 

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

 

   For the six months ended 
   June 30, 
   2020   2019 
Basic and diluted (loss) earnings per share numerator:        
Net loss  $(707,469)   (307,810)
           
Basic and diluted (loss) earnings per share denominator:          
Original Shares:   7,877,765    5,497,765 
Additions from Actual Events -Issuance of Common Stock   454,932    403,646 
Basic Weighted Average Shares Outstanding   8,332,697    5,901,411 
           
Income/(loss) per share - Basic and diluted   (0.08)   (0.05)
           
Weighted Average Shares Outstanding - Basic and diluted   8,332,697    5,901,411 
v3.20.2
Lease Commitments
6 Months Ended
Jun. 30, 2020
Leases [Abstract]  
Lease Commitments

13. Lease Commitments

 

During the year ended December 31, 2016, Taishan Muren entered into one operating lease agreement leasing one plot of land where biological assets are grown, one building, and farming facilities. During the year ended December 31, 2017, Taishan Muren entered into two operating lease agreements leasing three additional plots of land where biological assets are grown and two buildings. During the year ended December 31, 2018, Taishan Muren entered into two operating lease agreements for two buildings.

 

As of the date of this report, the leases of the Company are as follows:

 

Lease   Date Commenced   Date of expiration
Lease #1   March 1, 2016   February 28, 2031
Lease #2   January 1, 2017   February 28, 2031
Lease #3   January 1, 2017   February 28, 2031
Lease #4   January 1, 2018   February 28, 2031
Lease #5   June 1, 2018   February 28, 2031

 

Effective January 1, 2019, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the package of practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. The Company adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. The impact of the adoption on January 1, 2019 increased the right-of-uses and lease liabilities by approximately $421,382.

 

Upon adoption of ASU 2016-02, the Company recognized lease labilities of approximately $421,382, with corresponding right-of-use assets of the same amount based on the present value of the future minimum rental payments of the new lease, using an effective interest rate of 5.0025%, which is determined using an incremental borrowing rate.

 

The weighted average remaining lease term of its existing leases is 13.3 years.

 

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

 

For the six months ended June 30, 2020 and 2019, rent expenses amounted to $22,023 and $23,098, respectively.

 

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

 

Twelve months ending December 31,  Operating lease amount 
2020  $12,287 
2021   26,346 
2022   28,382 
2023   30,345 
2024   32,580 
Thereafter   253,257 
Total lease payment   383,197 
Less: interest   (2,723)
Present value of lease liabilities  $380,474 
v3.20.2
Other Expenses
6 Months Ended
Jun. 30, 2020
Other Liabilities Disclosure [Abstract]  
Other Expenses

14. Other Expenses

 

Other expenses consisted of the following:

 

   6/30/2020   6/30/2019 
Other expense:        
Donation outlay  $(142,264)  $- 
Other   (7,113)   (5,766)
   $(149,377)  $(5,766)

 

The Company donated RMB 1,000,000 ($142,264) to the local non-profit organization for treatment and prevention of COVID-19 in local community.

v3.20.2
Risks
6 Months Ended
Jun. 30, 2020
Risks and Uncertainties [Abstract]  
Risks

15. Risks

 

  A. Credit risk

 

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

 

Since the Company’s inception, the age of account receivables has been less than one year indicating that the Company is subject to minimal risk borne from credit extended to customers.

 

  B. Interest risk

 

The Company is subject to interest rate risk when short term loans become due and require refinancing.

 

  C. Economic and political risks

 

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

 

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.

 

  D. Environmental risks

 

The Company has procured environmental licenses required by the PRC government. The Company has both a water treatment facility for water used in its production process and secure transportation to remove waste off site. In the event of an accident, the Company has purchased insurance to cover potential damage to employees, equipment, and local environment.

 

  E. Inflation Risk

 

Management of the Company 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.

v3.20.2
Subsequent Events
6 Months Ended
Jun. 30, 2020
Subsequent Events [Abstract]  
Subsequent Events

16. 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 with respect to conditions that existed at the dates of the balance sheets, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has analyzed its operations subsequent to June 30, 2020 to the date these unaudited condensed consolidated financial statements were issued, and has determined that it does not have any material events to disclose.

v3.20.2
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]  
Method of accounting

Method of accounting

 

Management has prepared the accompanying financial statements and these notes in accordance to generally accepted accounting principles in the United States (“GAAP”). The Company maintains its general ledger and journals with the accrual method accounting.

Principles of consolidation

Principles of consolidation

 

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

 

    Place of   Attributable equity     Registered  
Name of company   incorporation   interest %     capital  
Planet Green Holdings Corporation   British Virgin Islands     100     $ 10,000  
Lucky Sky Holdings Corporations (HK) Limited   Hong Kong     100       1,277  
Lucky Sky Planet Green Holdings Co., Limited   Hong Kong     100       0.13  
Lucky Sky Petrochemical Technology (Xianning) Co., Ltd.   PRC     100       2,000,000  
Fast Approach, Inc.   Canada     100       71  
Shanghai Shuning Advertising Co., Ltd.   PRC     100       70,571  
Taishan Muren Agriculture Co., Ltd.   PRC     VIE       1,913,049  
Lorain Food Stuff (Shenzhen) Co., Ltd.   PRC     VIE       80,000  
Xianning Bozhuang Tea Products Co., Ltd.   PRC     VIE       6,277,922  

  

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 27, 2018, the Company acquired Lucky Sky HK and Shanghai Xunyang, a wholly foreign-owned enterprise incorporated in Shanghai, China. The formation and acquisition of these companies was to implement the Company’s restructuring plans.

 

On August 12, 2019, through Lucky Sky HK, the Company established Lucky Sky Petrochemical, a wholly foreign-owned enterprise incorporated in Xianning City, Hubei Province, China.

 

On December 20, 2019, the Company sold 100% of equity interest in Shanghai Xunyang.

 

On June 5, 2020, the Company acquired all of the outstanding equity interests of Fast Approach, a corporation incorporated under the laws of Canada and in the business of operation of a demand side platform targeting the Chinese education market in North America.  

 

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

 

On June 16, 2020, Lucky Sky HK transfer 100% of the shares held by Lucky Sky Petrochemical transferred to Lucky Sky Planet Green.

 

Consolidation of Variable Interest Entities

 

VIEs are entities that 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 risks and rewards of the VIE. Management makes ongoing reassessments of whether the Company is the primary beneficiary of its VIEs.

 

On September 27, 2018, through Shanghai Xunyang Internet Technology Co. Ltd. (“Shanghai Xunyang”), the Company entered into exclusive arrangements with Beijing Lorain Co., Ltd., Luotian Lorain Co., Ltd., Shandong Greenpia Foodstuff Co., Ltd., Taishan Muren Agriculture Co. Ltd. (“Taishan Muren”) and Lorain Foodstuff (Shenzhen) Co., Ltd. (“Shenzhen Lorain”) and its shareholders that give the Company the ability to substantially influence Shenzhen Lorain’s daily operations and financial affairs and appoint its senior executives. The Company is considered the primary beneficiary of these companies and it consolidates its accounts as a VIE.

 

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”). Pursuant to 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, and 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, Huibei 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. The Company is considered the primary beneficiary of these operating companies and it consolidates their accounts as VIEs. The VIE agreements are described in detail below:

Consultation and Service Agreement

Consultation and Service Agreement

 

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

Business Cooperation Agreement

Business Cooperation Agreement

 

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

Equity Pledge Agreements

Equity Pledge Agreements

 

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

Equity Option Agreements

Equity Option Agreements

 

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

Voting Rights Proxy Agreements

Voting Rights Proxy Agreements

 

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