United States securities and exchange commission logo
May 20, 2022
Bin Zhou
Chief Executive Officer
Planet Green Holdings Corp.
36-10 Union St., 2nd Floor
Flushing, NY 11345
Re: Planet Green
Holdings Corp.
Amendment No. 1 to
Registration Statement on Form S-3
Filed April 25,
2022
File No. 333-259611
Dear Mr. Zhou:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
October 13, 2021, letter.
Amendment No. 1 to Form S-3
Cover Page
1. We note your responses
to prior comments one and two. Please further revise your
prospectus cover as
follows:
Clearly state
that your VIE structure involves unique risks to investors;
Revise the
sentence indicating VIE structure is used to "replicate foreign investment"
to explain that VIE
structure is used to "provide investors with exposure to foreign
investment" in
China-based companies; additionally eliminate references to "control"
through VIE
contractual arrangements;
Bin Zhou
FirstName LastNameBin Zhou
Planet Green Holdings Corp.
Comapany
May NamePlanet Green Holdings Corp.
20, 2022
May 20,
Page 2 2022 Page 2
FirstName LastName
Disclose whether the legal and operational risks associated
with being a China-based
issuer could significantly limit or completely hinder your
ability to offer or continue
to offer securities to investors, and how recent statements and
regulatory actions by
China's government have or may impact your ability to conduct
business or accept
foreign investments; and
Revise your disclosure relating to the HFCA Act and PCAOB to
disclose whether
your auditor is subject to the determinations announced by the
PCAOB on December
16, 2021, and whether and how the HFCA Act and related
regulations will affect
your company.
2. We note your response to prior comment three and reissue our comment.
Please revise
your prospectus cover to clearly disclose how you will refer to the
holding company,
subsidiaries, and VIEs when providing the disclosure throughout the
document so that it is
clear to investors which entity the disclosure is referencing and
which subsidiaries or
entities are conducting the business operations. Refrain from using
terms such as "we" or
"our" when describing activities or functions of a VIE. For example,
disclose, if true, that
your subsidiaries and/or VIEs conduct operations in China, and that
the holding company
does not conduct operations. Disclose clearly the entity (including
the domicile) in which
investors are purchasing an interest. Additionally remove or revise
your disclosure on
page 1, relating to defined terms, for consistency with the foregoing.
3. Provide a description of how cash is transferred through your
organization and disclose
your intentions to distribute earnings or settle amounts owed under
the VIE agreements.
State whether any transfers, dividends, or distributions have been
made to date between
the holding company, its subsidiaries, and consolidated VIEs, or to
investors, and quantify
the amounts where applicable. Provide cross-references to the
condensed consolidating
schedule and the consolidated financial statements.
Prospectus Summary, page 1
4. We note your response to prior comment five. Please further revise
your disclosure to
address the following:
The list of subsidiaries filed as Exhibit 21.1 does not include
all the subsidiaries
depicted and listed on page 5, and identifies only one of your
two VIEs; revise to
ensure consistency.
We note your definitions of "China" and "PRC" page 3 exclude
Hong Kong,
notwithstanding that you have Hong Kong subsidiaries. Remove this
carve-
out altogether, or revise your disclosure throughout to maintain
the same consistency
of disclosure for China and Hong Kong.
Revise the diagram on page 5 to depict the relationship with
your two VIEs with
dashed lines without arrows, rather than solid lines with arrows.
Bin Zhou
Planet Green Holdings Corp.
May 20, 2022
Page 3
Remove the reference to "January 17, 2022" preceding the list
of your subsidiaries on
page 5, and ensure the information is current as of the date of
the prospectus.
5. We note that your revisions in response to prior comment eight do not
appear to cover
Hong Kong, based on the carve-out to your definition of "China" or
"PRC." Accordingly,
we reissue the comment, as updated, to be specifically applied to your
Hong Kong
subsidiaries in addition to your other operating entities. Disclose
each permission or
approval that you, your subsidiaries, or your VIEs are required to
obtain from Chinese
authorities to operate your business and to offer the securities being
registered to foreign
investors. State whether you, your subsidiaries, or VIEs are covered
by permissions
requirements from the China Securities Regulatory Commission (CSRC),
the Cyberspace
Administration of China (CAC), or any other governmental agency that
is required to
approve of the VIEs operations, and state affirmatively whether you
have received all
requisite permissions or approvals and whether any permissions or
approvals have been
denied. Please also describe the consequences to you and your
investors if you, your
subsidiaries, or the VIEs: (i) do not receive or maintain such
permissions or approvals,
(ii) inadvertently conclude that such permissions or approvals are not
required, or (iii)
applicable laws, regulations, or interpretations change and you are
required to obtain such
permissions or approvals in the future.
6. We note your response to prior comment seven and reissue it. Please
revise your
prospectus summary to include summary risk factors that disclose the
risks that your
corporate structure and being based in or having the majority of the
company s operations
in China poses to investors. In particular, describe the significant
regulatory, liquidity,
and enforcement risks with cross-references to the more detailed
discussion of these risks
in the prospectus. For example, specifically discuss risks arising
from the legal system in
China, including risks and uncertainties regarding the enforcement of
laws and that rules
and regulations in China can change quickly with little advance
notice; and the risk that
the Chinese government may intervene or influence your operations at
any time, or may
exert more control over offerings conducted overseas and/or foreign
investment in China-
based issuers, which could result in a material change in your
operations and/or the value
of the securities you are registering for sale. Acknowledge any risks
that any actions by
the Chinese government to exert more oversight and control over
offerings that are
conducted overseas and/or foreign investment in China-based issuers
could significantly
limit or completely hinder your ability to offer or continue to offer
securities to investors
and cause the value of such securities to significantly decline or be
worthless.
7. We note your response to prior comment 11. Please revise your prospectus
summary to
disclose that trading in your securities may be prohibited under the
HFCA Act if the
FirstName LastNameBin Zhou
PCAOB determines that it cannot inspect or investigate completely your
auditor, and that
Comapany
as a NamePlanet Green may
result an exchange Holdings Corp.to delist your securities.
Disclose whether your
determine
May 20,auditor is subject
2022 Page 3 to the determinations announced by the PCAOB on December
16, 2021.
FirstName LastName
Bin Zhou
FirstName LastNameBin Zhou
Planet Green Holdings Corp.
Comapany
May NamePlanet Green Holdings Corp.
20, 2022
May 20,
Page 4 2022 Page 4
FirstName LastName
Incorporation of Certain Information by Reference, page 2
8. Please revise the list of current reports to (i) remove the duplicate
reference to Forms 8-
K/A filed on January 20, 2022, and (ii) include the Forms 8-K and
8-K/A respectively
filed on April 18 and 21, 2022. Conform the Experts section, which
refers to Forms 8-K
rather than Forms 8-K/A and an incorrect filing date, April 22 rather
than April 21, 2022.
Additionally revise the auditors' consent filed as Exhibit 23.1 to
correct the date of the
report relating to Allyinson Ltd., which appears as April 21, 2022, in
the Form 8-K/A filed
on that date.
VIE Arrangements, page 7
9. We note your response to prior comment six and reissue it in part.
Please revise your
description of the relevant contractual agreements between the
entities to specifically
describe how this type of corporate structure may affect investors and
the value of their
investment, including how and why the contractual arrangements may be
less effective
than direct ownership and that the company may incur substantial costs
to enforce the
terms of the arrangements. Disclose the uncertainties regarding the
status of the rights of
the Nevada holding company with respect to its contractual
arrangements with the VIEs,
their founders and owners, and the challenges the company may face
enforcing these
contractual agreements due to legal uncertainties under Chinese law
and jurisdictional
limits.
10. We note your disclosure that the Nevada holding company controls and
receives the
economic benefits of the VIEs' business operations through contractual
agreements
between the VIEs and your Wholly Foreign-Owned Enterprise (WFOE) and
that those
agreements are designed to provide your WFOE with the power, rights,
and obligations
equivalent in all material respects to those it would possess as the
principal equity holder
of the VIE. We also note your disclosure that the Nevada holding
company is the primary
beneficiary of the VIEs. However, neither the investors in the holding
company nor the
holding company itself have an equity ownership in, direct foreign
investment in, or
control of, through such ownership or investment, the VIEs.
Accordingly, please refrain
from implying that the contractual agreements are equivalent to equity
ownership in the
business of the VIEs. Any references to control or benefits that
accrue to you because of
the VIEs should be limited to a clear description of the conditions
you have satisfied for
consolidation of the VIEs under U.S. GAAP. Additionally, your
disclosure should clarify
that you are the primary beneficiary of the VIEs for accounting
purposes. Please also
disclose, if true, that the VIE agreements have not been tested in a
court of law.
Condensed Consolidating Statements of Operations, page 8
11. We note your response to prior comment ten, and reissue it with
additional guidance.
Please provide in tabular form a condensed consolidating schedule that
disaggregates the
operations and depicts the financial position, cash flows, and results
of operations as of
the same dates and for the same periods for which audited consolidated
financial
Bin Zhou
Planet Green Holdings Corp.
May 20, 2022
Page 5
statements are required. The schedule should present major line items,
such as revenue
and cost of goods/services, and subtotals and disaggregated
intercompany amounts, such
as separate line items for intercompany receivables and investment in
subsidiary. The
schedule should also disaggregate the parent company, the VIEs and
their consolidated
subsidiaries, the WFOE that is the primary beneficiary of the VIEs,
and an aggregation of
other entities that are consolidated. The objective of this disclosure
is to allow an investor
to evaluate the nature of assets held by, and the operations of,
entities apart from the VIEs,
as well as the nature and amounts associated with intercompany
transactions. Any
intercompany amounts should be presented on a gross basis and when
necessary,
additional disclosure about such amounts should be included in order
to make the
information presented not misleading.
Transfer of Cash Within the Organization, page 10
12. We note your disclosure in response to prior comment nine. Please
revise to provide
disclosure with respect to all transfers, distributions, or dividends;
i.e., not limited to those
during the year ended December 31, 2021.
Risk Factors, page 15
13. We note your response to prior comment 14. Please update the
disclosure in this risk
factor to describe recent CAC regulations and related risks.
Additionally, please group all
your China-related risk factors together in an appropriately captioned
subsection, rather
than having them dispersed throughout your risk factors section.
General
14. Please revise your disclosure to identify which officers and directors
are located in China.
Additionally revise your risk factors section as well as a separate
Enforceability section to
disclose that the location of these officers and directors in China
may make it more
difficult for investors to enforce their legal rights, to effect
service of process upon them,
or to enforce judgements obtained in United States courts against
them.
15. We note that convertible debt securities and rights were added to the
prospectus cover and
registration fee table. Please revise your prospectus to describe
these new securities, or
advise.
Please contact Jennifer Angelini, Staff Attorney at 202-551-3047 or
Sherry Haywood,
Staff Attorney at 202-551-3345 with any questions.
FirstName LastNameBin Zhou Sincerely,
Comapany NamePlanet Green Holdings Corp.
Division of
Corporation Finance
May 20, 2022 Page 5 Office of
Manufacturing
FirstName LastName