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What changed in Planet Green Holdings Corp.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of Planet Green Holdings Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+125 added123 removedSource: 10-K (2026-03-31) vs 10-K (2025-04-11)

Top changes in Planet Green Holdings Corp.'s 2025 10-K

125 paragraphs added · 123 removed · 58 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

34 edited+60 added33 removed74 unchanged
Biggest changeAs a result, these competitors may be able to respond more quickly to changes in customer preferences, legal requirements or other industry or regulatory trends; devote greater resources to the development, promotion and sale of their products; adopt more aggressive pricing policies, dedicate more effort to infrastructure and systems development in support of their business or product development activities; implement more robust or creative initiatives to advance consumer acceptance of their products; or exert more influence on the regulatory landscape that impacts the vehicle fuels market.
Biggest changeThey may also be able to devote greater resources to product development, marketing, sales, infrastructure expansion, and systems enhancement, pursue more aggressive pricing strategies, undertake broader initiatives to increase consumer acceptance of their products, and exert greater influence over the regulatory environment affecting the vehicle fuels market.
Effects of PRC foreign exchange regulations on our ability to transfer assets within our organization Current foreign exchange and other regulations in the PRC may restrict our PRC subsidiaries in their ability to transfer their net assets to Planet Green and its subsidiaries and to investors.
Effects of PRC foreign exchange regulations on our ability to transfer assets within our organization Current foreign exchange and other regulations in the PRC may restrict our PRC subsidiaries and their ability to transfer their net assets to Planet Green and its subsidiaries and to investors.
PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these risks may result in a material change in our operations and the value of our common stock or could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless.
PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these risks may result in a material change in our operations and the value of our common stock or could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless.
Enforcement of Civil Liabilities Currently all our directors and majority of senior executive officers either are physically reside in China for a significant portion of each year, and/or are PRC nationals. As a result, it may be difficult for you to effect service of process upon us or those persons inside mainland China.
Enforcement of Civil Liabilities Currently all our directors and majority of senior executive officers either physically reside in China for a significant portion of each year, and/or are PRC nationals. As a result, it may be difficult for you to effect service of process upon us or those persons inside mainland China.
These regulatory risks and uncertainties could become applicable to our Hong Kong subsidiaries if regulatory authorities in Hong Kong adopt similar rules and/or regulatory actions. 2 Because our operations are primarily located in the PRC and Hong Kong through our subsidiaries, we are subject to certain legal and operational risks associated with our operations in China and Hong Kong, including changes in the legal, political and economic policies of the Chinese government, the relations between China and the United States, or Chinese or United States regulations may materially and adversely affect our business, financial condition and results of operations.
These regulatory risks and uncertainties could become applicable to our Hong Kong subsidiaries if regulatory authorities in Hong Kong adopt similar rules and/or regulatory actions. 2 Because our operations are primarily located in the PRC and Canada through our subsidiaries, we are subject to certain legal and operational risks associated with our operations in China, including changes in the legal, political and economic policies of the Chinese government, the relations between China and the United States, or Chinese or United States regulations may materially and adversely affect our business, financial condition and results of operations.
As of the date of this annual report, our subsidiaries, WFOEs have received from PRC authorities all requisite licenses, permissions, and approvals needed to engage in the businesses currently conducted in the PRC, and no permission or approval has been denied.
As of the date of this annual report, our subsidiaries have received from PRC authorities all requisite licenses, permissions, and approvals needed to engage in the businesses currently conducted in the PRC, and no permission or approval has been denied.
While detailed interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct an investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests. 10 Our Manufacturing Facilities General We currently manufacture our products and provide services in Jingshan City and Xianning City of Hubei Province, Qingdao City of Shandong Province, and Toronto in Canada.
While detailed interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct an investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests. 10 Our Manufacturing Facilities General We currently manufacture our products and provide services in Jingshan City and the Xianning City of Hubei Province and Toronto in Canada.
There can be no assurance the PRC government will not intervene or impose restrictions on the Company’s ability to transfer cash out of China.
There can be no assurance that the PRC government will not intervene or impose restrictions on the Company’s ability to transfer cash out of China.
Jingshan Sanhe owns a professional laboratory which includes 17 sets of professional experimental equipment operated by 2 high-end scientific research experts to ensure the high quality of raw materials and products. We rely heavily on customer feedback to assist us in the modification and development of our products.
Jingshan Sanhe owns a professional laboratory which includes 17 sets of professional experimental equipment operated by two high-end scientific research experts to ensure the high quality of raw materials and products. We rely heavily on customer feedback to assist us in the modification and development of our products.
ITEM 1. BUSINESS Overview of Our Business Planet Green Holdings Corp. (the “Planet Green”), headquartered in Flushing, NY, is not an operating company in the PRC but a Nevada holding company with its operations conducted through its subsidiaries in the PRC, Hong Kong and Canada (the “Subsidiaries”).
ITEM 1. BUSINESS Overview of Our Business Planet Green Holdings Corp. (the “Planet Green”), headquartered in Flushing, NY, is not an operating company in the PRC but a Nevada holding company with its operations conducted through its subsidiaries in the PRC and Canada (the “Subsidiaries”).
On September 10, 2021, as part of the internal restructure efforts to remove VIE arrangement, Hubei Bulaisi acquired 85% equity ownership of Jingshan Sanhe and Jiayi Technologies terminated the VIE agreements with Jingshan Sanhe on the same date.
On September 10, 2021, as part of the internal restructure efforts to remove VIE arrangements, Hubei Bulaisi acquired 85% equity ownership of Jingshan Sanhe and Jiayi Technologies terminated the VIE agreements with Jingshan Sanhe on the same date.
Our tea product cultivation, packaging, and sales business is subject to regulations of China’s Agricultural Ministry and Ministry of Health. This regulatory scheme governs the manufacture (including composition and ingredients), labeling, packaging and safety of food.
Our tea product production and sales business is subject to regulations of China’s Agricultural Ministry and Ministry of Health. This regulatory scheme governs the manufacture (including composition and ingredients), labeling, packaging and safety of food.
On August 2, 2021, as part of the internal restructure efforts to remove VIE arrangement, the Company and its subsidiary terminated series of VIE agreements and acquired 100% equity ownership of Xianning Bozhuang.
On August 2, 2021, as part of the internal restructure efforts to remove VIE arrangements, the Company and its subsidiary terminated series of VIE agreements and acquired 100% equity ownership of Xianning Bozhuang.
Our employees participate in state pension scheme and various types of social insurance organized by municipal and provincial governments. Outsourcing agents are responsible for contributions on behalf of the leased employees. Our Research and Development Activities We have research and development staffs at each of our facilities. In total, 5 employees are dedicated to research and development.
Our employees participate in state pension scheme and various types of social insurance organized by municipal and provincial governments. Outsourcing agents are responsible for contributions on behalf of the leased employees. Our Research and Development Activities We have research and development staff at each of our facilities. In total, 4 employees are dedicated to research and development.
Therefore, we have concluded that currently it does not expect that laws and regulations in Mainland China on data security, data protection, cybersecurity or anti-monopoly to be applied to its Hong Kong subsidiaries or that the oversight of the Cyberspace Administration of China will be extended to its operations outside of Mainland China.
Therefore, we have concluded that currently it is not expected that laws and regulations in Mainland China on data security, data protection, cybersecurity or anti-monopoly to be applied to the Hong Kong subsidiaries or that the oversight of the Cyberspace Administration of China will be extended to its operations outside of Mainland China.
As of the date of this annual report, the two Hong Kong subsidiaries of Planet Green do not have any material operation in Hong Kong and they have not collected, stored, or managed any personal information in Hong Kong.
As of the date of this annual report, the two Hong Kong subsidiaries of Planet Green do not have any material operation in Hong Kong nor have they ever collected, stored, or managed any personal information in Hong Kong.
The following table shows the number and types of production lines, the types of products produced and the production capacity as of the date of this report: Facility Production Lines Product Portfolio Capacity Xianning Bozhuang There are six production lines: the production line of cyan brick tea with traditional handicraft; the production line of cyan brick tea; the production line of teabag; the production line of green tea and the production line of black tea Cyan brick tea, black tea and green tea Production line with 5,020 tons of production capacity Jingshan Sanhe There are two production lines: the production line of ethanol fuel and the production line of fuel additive Alcohol based clean fuel, liquid wax, arene and biomass fuel Two production lines with a total production capacity of 300,000 tons/year for ethanol fuel, and 3000 tons/year for fuel additive We operate our production lines year-round. 11 Raw Materials Our Supply Sources Our business depends on obtaining a reliable supply of various products, including tea, diesel l, and beef products.
The following table shows the number and types of production lines, the types of products produced and the production capacity as of the date of this report: Facility Production Lines Product Portfolio Capacity Xianning Bozhuang There are six production lines: the production line of cyan brick tea with traditional handicraft; the production line of cyan brick tea; the production line of teabag; the production line of green tea and the production line of black tea Cyan brick tea, black tea and green tea Production line with 5,020 tons of production capacity Jingshan Sanhe There are two production lines: the production line of alcohol fuel and the production line of fuel additive Alcohol based clean fuel, liquid wax, arene and biomass fuel Two production lines with a total production capacity of 300,000 tons/year for ethanol fuel, and 3000 tons/year for fuel additive We operate our production lines year-round. 11 Raw Materials Our Supply Sources Our business depends on the availability of a reliable supply of various raw materials and products, including tea leaves, chemical materials, alcohol-based fuel inputs, methanol fuel additives, and diesel.
We take reasonable steps to protect our proprietary information and trade secrets, such as limiting disclosure of proprietary plans, methods and other similar information on a need-to-know basis and requiring employees with access to our proprietary technology to enter into confidentiality arrangements.
We take reasonable steps to protect our proprietary information and trade secrets, such as limiting disclosure of proprietary plans, methods and other similar information on a need-to-know basis and requiring employees with access to our proprietary technology to enter into confidentiality arrangements. We believe that our proprietary technology and trade secrets are adequately protected.
In order to operate our business, in addition to the required regular business licenses, Jingshan Sanhe is required to obtain Permit for Hazardous Chemical Products and Shandong Yunchu is required to obtain Permit for Food Products.
In order to operate our business, in addition to the required regular business licenses, Jingshan Sanhe is required to obtain Permit for Hazardous Chemical Products.
Number of Department Employees Production 8 Purchasing 3 Research and Development 2 Quality Control 2 Sales 14 Finance 10 Management 11 Administration 12 Total 62 We have not experienced any significant problems or disruption to our operations due to labor disputes, nor have we experienced any difficulties in recruitment and retention of experienced staff.
Number of Department Employees Production 15 Purchasing 2 Research and Development 4 Quality Control 2 Sales 4 Finance 5 Management 13 Total 45 We have not experienced any significant problems or disruption to our operations due to labor disputes, nor have we experienced any difficulties in recruitment and retention of experienced staff.
We believe that our proprietary technology and trade secrets are adequately protected. 12 Our Employees As of December 31, 2024, we had a total of 62 employees. Approximately 62 of our full-time employees are directly employed by our subsidiaries. The following table sets forth the allocation of employees, both direct and leased, by job function.
Our Employees As of December 31, 2025, we had a total of 45 employees. Approximately 45 of our full-time employees are directly employed by our subsidiaries. The following table sets forth the allocation of employees, both direct and leased, by job function.
In 2024, our marketing and branding efforts mainly focus on internet advertising and long-term customers. Organizational Structure Planet Green was incorporated in Delaware on February 4, 1986 and effective on November 12, 2009, Planet Green reincorporated in Nevada from Delaware. Planet Green was formerly known as American Lorain Corporation.
Organizational Structure Planet Green was incorporated in Delaware on February 4, 1986 and effective on November 12, 2009, Planet Green reincorporated in Nevada from Delaware. Planet Green was formerly known as American Lorain Corporation.
We may encounter difficulties in our ability to transfer cash between PRC subsidiaries and non-PRC subsidiaries largely due to various PRC laws and regulations imposed on foreign exchange.
We do not have cash management policies dictating how funds are transferred throughout our organization. We may encounter difficulties in our ability to transfer cash between PRC subsidiaries and non-PRC subsidiaries largely due to various PRC laws and regulations imposed on foreign exchange.
We may encounter difficulties in our ability to transfer cash between PRC subsidiaries and non-PRC subsidiaries largely due to various PRC laws and regulations imposed on foreign exchange.
We do not have cash management policies dictating how funds are transferred throughout our organization. We may encounter difficulties in our ability to transfer cash between PRC subsidiaries and non-PRC subsidiaries largely due to various PRC laws and regulations imposed on foreign exchange.
The amount we spent on research and development activities during the years ended December 31, 2024 was not a material portion of our total expenses for the year. 13 Government Regulation As a company that continuously strives to create new value, we have been doing business in the following areas: tea product cultivation, packaging, and manufacturing and sales of synthetic fuel products, vehicles gasoline and diesel products; importing and distribution of beef products and multimedia design and advertising business.
The amount we spent on research and development activities during the years ended December 31, 2025 was not a material portion of our total expenses for the year. 13 Government Regulation As a company that continuously strives to create new value, we have been doing business in the following areas: production, processing, and sale of dark tea and manufacture and distribution of methanol fuel additives, alcohol based fuel, and diesel fuel.
We compete for vehicle fuel users based on demand for the type of fuel, which may be affected by a variety of factors, including, among others, cost, supply, availability, quality, cleanliness, and safety of the fuel; cost, availability and reputation of vehicles and engines; convenience and accessibility of fueling stations; regulatory mandates and other requirements; and recognition of the brand.
We compete for vehicle fuel customers based on several factors that influence demand, including fuel cost, supply, availability, quality, cleanliness, and safety; the cost, availability, and reputation of compatible vehicles and engines; the convenience and accessibility of fueling infrastructure; applicable regulatory mandates and other governmental requirements; and overall brand recognition.
Cash is transferred through our organization in the manner as follows: (1) we may transfer funds to our WFOEs through our Hong Kong subsidiaries, Promising Prospect HK Limited, and Bless Chemical Co., Ltd.
Cash is transferred through our organization in the manner as follows: (1) we may transfer funds to our WFOEs through our Hong Kong subsidiaries, PinnacleTech HK Limited, and Bless Chemical Co., Ltd. (HK) by additional capital contributions or shareholder loans, as the case may be, and (2) our PRC subsidiaries may make dividends or other distributions to the Planet Green.
(HK) by additional capital contributions or shareholder loans, as the case may be, and (2) our PRC subsidiaries may make dividends or other distributions to the Planet Green. We do not have cash management policies dictating how funds are transferred throughout our organization.
Cash is transferred through our organization in the manner as follows: (1) we may transfer funds to our WFOEs through our Hong Kong subsidiaries, PinnacleTech HK Limited, and Bless Chemical Co., Ltd. (HK) by additional capital contributions or shareholder loans, as the case may be; and (2) our PRC subsidiaries may make dividends or other distributions to Planet Green.
Our operation meets the requirements of relevant national laws, regulations, standards and specifications, as well as other the requirements of national management departments at all levels. Our importing and distribution of beef products business is carried out by Shandong Yunchu and we have obtained relevant certifications including the record registration form of foreign trade operators and food business license.
Our operation meets the requirements of relevant national laws, regulations, standards and specifications, as well as other the requirements of national management departments at all levels.
Many established businesses are in the market for alcohol-based high clean fuels and other alternatives for use as vehicle fuel, including alternative vehicle and alternative fuel companies, refuse collectors, industrial gas companies, truck stop and fuel station owners, fuel providers, utilities and their affiliates and other organizations.
In addition, numerous established participants compete in the market for alcohol-based high-clean fuels and other alternative vehicle fuels, including alternative vehicle and fuel companies, waste management and refuse collection companies, industrial gas providers, truck stop and fuel station operators, fuel distributors, utilities and their affiliates, and other industry participants. 5 As the market for alternative vehicle fuels continues to expand, we expect the number and diversity of market participants, as well as the level of capital investment and strategic commitment to alternative fuel programs, to increase.
The production process for our clean fuel oil is illustrated as follows.
Leveraging our expertise in processing and fermentation, we focus on preserving these traditional qualities while enhancing product consistency and usability. The production process for our clean fuel oil is illustrated as follows.
Because of the diversity of available sources of these raw materials, we believe that our raw materials are currently in adequate supply. We obtain our raw materials primarily from domestic procurement for our tea production and diesel. When it comes to our beef products, we rely on overseas suppliers to import the raw materials.
Due to the diversity and availability of supply sources for these materials, we believe our current supply is adequate to support our operations. We source our raw materials primarily through domestic procurement channels to support our tea production, methanol fuel additive, alcohol-based fuel, and diesel businesses.
Jingshan Sanhe has 12 patents, 17 sets of professional laboratory equipment and 2 advanced and complete production lines. The market for vehicle fuels is highly competitive. The biggest competition for alcohol-based high clean fuel used as a vehicle fuel is gasoline and diesel because most vehicles in our key markets are powered by these fuels.
The principal competition for alcohol-based high-clean fuels used in transportation is conventional gasoline and diesel, as the majority of vehicles in our key markets continue to rely on these fuels.
We believe we compare favorably with our competitors based on these factors; however, some of our competitors have substantially greater financial, marketing, and other resources than we have.
We believe our products compare favorably with those of our competitors across these factors. However, certain of our competitors possess substantially greater financial, marketing, operational, and other resources than we do. As a result, these competitors may be better positioned to respond more rapidly to shifts in customer preferences, changes in legal requirements, or broader industry and regulatory developments.
Removed
Planet Green is engaged in a number of diverse businesses, including consumer products, chemical products, advertising. 4 Consumer Products Business The Company’s consumer products business is conducted through two subsidiaries: Shandong Yunchu and Xianning Bozhuang. Shandong Yunchu imports and distributes animal proteins, mainly beef products in Chinese market.
Added
Consumer Products Business We operate a tea products business focused on the production, processing, and sale of dark tea, primarily in the form of compressed brick tea, commonly referred to as Qingzhuan tea, a category of post-fermented tea within the broader dark tea segment.
Removed
It markets and transports the best beef products from the world’s major agricultural regions. Shandong Yunchu has the mature global purchasing network and has gained the trust and authority of many international brands with more than 8 years of development and accumulation. Beef products are marketed domestically to food retailers, foodservice distributors, restaurant operators, hotel chains and other food processors.
Added
Our business integrates raw material sourcing, fermentation, product refinement, and distribution, allowing us to maintain quality control across key stages of production while responding to evolving market demand. Our operations begin with the procurement of high-quality fresh green tea leaves from selected suppliers. These raw materials undergo a series of processing steps, including withering, rolling, controlled microbial fermentation, and drying.
Removed
Over the past few years, Yunchu develops into a professional integrated company, which can manage import, storage, whole sale, retail and distribution. Xianning Bozhuang produces and distributes a variety of Chinese tea leaves broadly categories including Cyan brick tea, black tea and green tea in China.
Added
The fermentation stage is critical, as it involves carefully managed microbial activity that develops the tea’s distinctive flavor profile, aroma, and color, as well as its characteristic aging potential. Through this process, the tea acquires the attributes commonly associated with traditional dark tea products.
Removed
Competition Shandong Yunchu mainly purchased frozen beef from six countries including Uruguay, Brazil, Chile, Argentina, Australia and New Zealand and 25 factories are involved. The top ten suppliers include Marrig, Minerva S.A., G & K O’Connor Pty Ltd, Frigorifico matadero Pando ontilcor S.A., Las Moras, Frigorifico de Osorno S.A., Ersinal S.A. ecoparks S.A., lorsinal S.A., and Minerva S.A.
Added
Following fermentation, the tea is refined and compressed into standardized shapes, primarily brick form, to facilitate storage, transportation, and long-term aging. Compressed products such as Qingzhuan tea are valued for their durability, extended shelf life, and ability to improve in taste and complexity over time under appropriate storage conditions.
Removed
The Company has established a stable long term cooperative relationship with these beef and mutton manufacturers. The stable supply provides competitive advantage for Company to procure various beef products with high quality and low price to meet the needs of domestic customers. Our food products compete with those of other food producers and processors and certain prepared food manufacturers.
Added
Leveraging our expertise in processing and fermentation, we focus on preserving these traditional qualities while enhancing product consistency and usability. Our flagship product is brick dark tea. To better align with modern consumption preferences, we apply proprietary physical processing techniques to reshape and refine traditional compressed tea bricks.
Removed
We seek to achieve a leading market position for our products via our principal marketing and competitive strategy, which includes: ● identifying target markets for value-added products; ● concentrating production, sales and marketing efforts to appeal to and enhance demand from those markets; and ● utilizing our national distribution systems and customer support services.
Added
Through controlled cutting, portioning, and re-compression, we produce tea products that are easier to handle and brew, reducing the need for specialized tools while maintaining the integrity, flavor, and aging characteristics of the original tea material.
Removed
Past efforts indicate customer demand can be increased and sustained through application of our marketing strategy, as supported by our distribution systems. The principal competitive elements are price, product safety and quality, brand identification, innovation, breadth and depth of product offerings, availability of products, customer service and credit terms.
Added
These innovations are designed to enhance convenience without compromising authenticity. 4 Building on this foundation, we have expanded our product portfolio to include mini brick dark tea and loose-leaf dark tea in various forms.
Removed
Black tea is produced in Guangxi, Sichuan, Yunnan, Hunan, Hubei, Shanxi and Anhui provinces in China. Our black tea products are processed in our factory in Hubei province and distributed nationwide. There are few large players on the market but we face fierce competition from numerous small black tea manufactures and distributors.
Added
Mini brick products provide pre-portioned servings suitable for individual consumption and on-the-go use, while loose-leaf offerings cater to consumers who prefer more traditional or flexible brewing methods. We also offer products in a range of shapes, sizes, and packaging formats to address diverse consumption scenarios, including retail, gifting, and bulk purchases.
Removed
However, as our brand has over hundreds of year’s history, we have accumulated loyal consumers and gained favorable market reputation over years. 5 Chemical Business Jingshan Sanhe has four production lines on an 11,000-square-meter facility and owns capacities to complete manufacturing, labeling, and packaging. Jingshan Sanhe researches, manufactures and distributes ethanol fuel products in China.
Added
We sell our tea products through a combination of direct sales and third-party distribution channels. In addition, we have recently expanded our sales and marketing efforts by engaging sales agents to promote our products and enhance market penetration. These agents support customer acquisition, order generation, and geographic expansion, particularly in regions where we do not maintain a direct sales presence.
Removed
Competition There are many other companies operating in the renewable energy. Evolving consumer preferences, regulatory conditions, ongoing industry trends, and project economics have a strong effect on the competitive landscape. The clean energy markets are heavily fragmented. We believe we are in a strong position to compete for new project development and supply opportunities.
Added
We believe this sales agent model enables us to scale our distribution network efficiently while maintaining flexibility in managing selling expenses. Our products are marketed to distributors and consumers who value traditional Chinese dark tea for its cultural significance, distinctive characteristics, and perceived health benefits.
Removed
Competition for such opportunities, however, including the prices being offered for fuel supply, affect the profitability of the opportunities we pursue, and may make opportunities unsuitable to pursue. Jingshan Sanhe is one of the top ten private enterprises in the region of Jingshan.
Added
Through continuous product innovation, refinement of processing techniques, and expansion of our sales network, we aim to bridge traditional tea culture with modern lifestyle needs and position ourselves to serve both domestic and international markets.
Removed
If the alternative vehicle fuel market grows then the number and type of participants in this market and their level of capital and commitments to alternative vehicle fuel programs will increase.
Added
Competition The tea products industry in China is highly competitive and fragmented, particularly within the dark tea segment, which includes Qingzhuan tea, Pu-erh tea, Liubao tea, and other post-fermented tea products.
Removed
Advertising Business Fast Approach is a North America demand side platform that directly connects to Chinese market without middleman and is supported by world class data science researchers among some well-respected universities in North America. A demand-side platform is a system that allows buyers of digital advertising inventory to manage multiple ad exchange and data exchange through one interface.
Added
The broader Chinese tea market is characterized by a large number of regional producers, traditional tea factories, agricultural cooperatives, local processing workshops, branded consumer tea companies, distributors, and e-commerce-oriented sellers, with no single participant holding a dominant nationwide market share.
Removed
Fast Approach builds full audience scale model, extracts audience features, optimizes advertising campaign strategies. Competition The Trade Desk is the largest, independent programmatic advertising DSP for digital media buyers in the world. The Trade Desk launched its programmatic ad buying platform in China since 2019 facilitating access to Chinese media companies, such as Alibaba, Tencent and Baidu Exchange Services.
Added
Within the dark tea category, the Company competes with well-established producers and brands located in major tea-producing regions, including Hubei, Hunan, Guangxi, and Yunnan, many of which have long operating histories, recognized geographic origins, and strong brand awareness among tea consumers.
Removed
The Trade Desk is the major competitor in north American. 6 Raw Materials Our business depends on obtaining a reliable supply of various products, including tea, refined methanol, methanol, formaldehyde, polymer emulsion and beef products. Because of the diversity of available sources of these raw materials, we believe that our raw materials are currently in adequate supply.
Added
Certain larger competitors benefit from greater scale in raw material procurement, vertically integrated production facilities, broader distribution networks, and stronger financial and marketing resources. At the same time, the Company also faces substantial competition from numerous smaller local tea processors, specialty tea merchants, and family-operated workshops that compete on regional reputation, traditional craftsmanship, flexible pricing, and niche customer relationships.
Removed
We obtain our raw materials primarily from domestic procurement for our tea production and methanol products. Shandong Yunchu carries out our beef products business. It mainly purchased frozen beef from six countries including Uruguay, Brazil, Chile, Argentina, Australia and New Zealand, and 25 factories are involved.
Added
Because tea production in China remains highly fragmented at both the raw material sourcing and finished product distribution levels, barriers to entry for smaller market participants can be relatively low in certain local markets.
Removed
The top ten suppliers include: Marrig, Minerva S.A., G & K O’Connor Pty Ltd, Frigorifico matadero Pando ontilcor S.A., Las Moras, Frigorifico de Osorno S.A., Ersinal S.A. ecoparks S.A., lorsinal S.A., and Minerva S.A. The Company has established a stable long term cooperative relationship with these beef and mutton manufacturers.
Added
The Company primarily competes on the basis of product quality, fermentation and compression expertise, consistency of flavor and aging characteristics, convenience-oriented product design, brand reputation, pricing, packaging, and distribution reach.
Removed
The stable supply provides competitive advantage for Company to procure various various beef products with high quality and low price to meet the needs of domestic customers. We select suppliers based on price and product quality. We typically rely on numerous domestic suppliers, including some with whom we have a long-term relationship.
Added
In particular, the Company believes its ability to modernize traditional brick dark tea through proprietary reshaping, portioning, and re-compression techniques differentiates its products by improving ease of use while preserving the authenticity and cultural attributes valued by consumers.
Removed
Our suppliers generally include wholesale agricultural product companies, food production companies, tea bag processing companies and chemical products wholesale company. Our Customers Our products are sold both in Chinese domestic market.
Added
Competition is also influenced by access to high-quality fresh tea leaves, quality control throughout fermentation and storage, innovation in product form and packaging, effectiveness of sales channels, and the ability to respond to evolving consumer preferences, including demand for smaller portions, gifting formats, and products suited for modern lifestyles.
Removed
Shandong Yunchu distributes beef products in China including several major beef products providers and distributors in China, such as Henan Hengdu Food Co., Ltd., Shanxi Pingyao Beef Group, Shandong Delis Food Co., Ltd. and Heilongjiang Binxi Group.
Added
The Company’s use of direct sales, third-party distributors, and commissioned sales agents further intensifies competition by placing it alongside both established branded tea enterprises and smaller regionally focused sellers. Chemical Business Jingshan Sanhe has two production lines situated within an 11,000 square-meter facility and owns capacities to complete manufacturing, labeling, and packaging.
Removed
When it comes to manufacturing and sales of synthetic fuel products, we do business through direct sales, constructing refuel facilities and conducting technical cooperation with other companies. Our Sales and Marketing Efforts We have not spent a significant amount of capital on advertising in the past, and our advertising budget continues to be limited.
Added
Jingshan Sanhe researches, manufactures and distributes methanol fuel additives, alcohol based fuel, and diesel fuel in China. Methanol fuel additives are designed to enhance the combustion performance, stability, and safety of methanol-based fuels. These additives improve fuel efficiency, optimize energy output, and reduce engine wear, thereby increasing overall operational reliability.
Removed
On April 8, 2022, the Company entered into a Share Purchase Agreement with Allinyson Ltd. and each of shareholders of Allinyson. Upon closing of the transaction, the Company acquired 100% equity ownership of Allinyson.
Added
Alcohol based fuel is primarily used in catering stoves, industrial boilers, heating equipment, and other applications as a clean, cost-effective alternative energy source. It offers environmental benefits compared to traditional fossil fuels and is widely adopted in commercial and light industrial settings. Diesel fuel is extensively used in diesel-powered vehicles, construction machinery, generator sets, and various industrial operations.
Removed
On April 1, 2024, the Company transferred 100% of Allinyson’s shares and other equity interest to an individual for aggregated purchase price of $1.00, and Allinyson was completely disposed. 8 Cash Flows through Our Organization: Planet Green is a holding company with no material operations of its own.
Added
It serves as a reliable source of power generation and heating in transportation, infrastructure development, and manufacturing sectors. The renewable energy industry is highly competitive, with numerous companies operating across the sector. The competitive landscape is significantly influenced by evolving consumer preferences, regulatory developments, prevailing industry trends, and project-level economic considerations.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeYou should consider carefully all of the risks described on the Registration Statement on Form S-3 filed by the Company on September 17, 2021, and as subsequently amended, together with the other information contained in this report, before making a decision to invest in our units.
Biggest changeYou should consider carefully all of the risks described on the Registration Statement on Form S-3 filed by the Company on March 17, 2026, and as subsequently amended, together with the other information contained in this report, before making a decision to invest in our units.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePROPERTIES Our primary facilities, which are owned except where otherwise indicated, are as follows: Facility Location Approximate Size (Square Meters) Owned or Leased Xianning Bozhuang * Xianning City, Hubei Province, PRC 33,333 Land Use Rights Obtained Jingshan Sanhe ** Jingshan City, Hubei Province, PRC 11,018 Leased Shandong Yunchu*** Qingdao City, Shandong Province 178 Leased * Became a VIE in May 2019 and became a subsidiary in August 2021. ** Became a subsidiary in September 2021. *** Become a subsidiary in December 2021.
Biggest changePROPERTIES Our primary facilities, which are owned except where otherwise indicated, are as follows: Facility Location Approximate Size (Square Meters) Owned or Leased Xianning Bozhuang * Xianning City, Hubei Province, PRC 33,333 Land Use Rights Obtained Jingshan Sanhe ** Jingshan City, Hubei Province, PRC 11,018 Leased * Became a VIE in May 2019 and became a subsidiary in August 2021. ** Became a subsidiary in September 2021.
In the aggregate, we currently have land use rights to, or lease, 4 properties with approximately 44,529 square meters, consisting of manufacturing facilities and office buildings for future expansion. We believe our current facilities provide adequate capacity for our current and projected needs. All land in China is owned by the government.
In the aggregate, we currently have land use rights to, or lease, a total of two properties with approximately 44,351 square meters, consisting of manufacturing facilities and office buildings for future expansion. We believe our current facilities provide adequate capacity for our current and projected needs. All land in China is owned by the government.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeHowever, Plaintiff was granted leave to file an amended complaint within 30 days after entry of the order. Subsequently, the Plaintiff filed an amended complaint against the Company and the Company has moved to dismiss the amended complaint. On July 8, 2024, China Supply and Marketing Agricultural Products Co., Ltd.
Biggest changeHowever, Plaintiff was granted leave to file an amended complaint within 30 days after entry of the order. Subsequently, the Plaintiff filed an amended complaint against the Company and the Company has moved to dismiss the amended complaint. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 15 PART II
Removed
(“China Supply and Marketing”)filed a lawsuit against Shandong Yunchu, Li Honghu, the legal representative of Shandong Yunchu International Trade Co., Ltd. (“Qingdao Sirun”), and Jiayi Technologies. Shandong Yunchu and Qingdao Sirun entered into two entrusted import contracts with China Supply and Marketing in 2021 and 2022, respectively.
Removed
China Supply and Marketing made phased payments to the foreign suppliers, while Shandong Yunchu and Qingdao Sirun paid China Supply and Marketing and collected part of the goods. However, an outstanding amount of RMB 7,012,335.38 (equivalent to $960,686) remained, consisting of unpaid balances and uncollected goods.
Removed
It is claimed that, on September 13, 2023, Shandong Yunchu, Qingdao Sirun, and China Supply and Marketing entered into a debt transfer agreement, under which Shandong Yunchu assumed all remaining debt obligations of Qingdao Sirun, including outstanding payments and uncollected goods.
Removed
Li Honghu, the legal representative of Shandong Yunchu, signed the debt transfer agreement as a guarantor and affixed his fingerprint. Jiayi Technology, as the sole shareholder of Shandong Yunchu, was included in the lawsuit under corporate law, with China Supply and Marketing seeking joint liability from Jiayi Technology for Shandong Yunchu’s debts.
Removed
Shandong Yunchu contended that it never agreed to assume Qingdao Sirun’s debt obligations and never signed any debt transfer agreement. It further argued that the debt transfer agreement presented by the plaintiff contained a forged signature and fingerprint of Li Honghu, and requested a forensic examination to verify the authenticity of the document.
Removed
Jiayi Technology claimed that it had already fulfilled its capital contribution to Shandong Yunchu and should not bear any joint liability. Yongan Construction Engineering Co., Ltd. filed a lawsuit against Xianning Bozhuang over outstanding construction project payments.
Removed
On April 22, 2024, the court ruled that Xianning Bozhuang must pay RMB 867,326 (equivalent to $118,823) in construction project fees along with interest calculated at an annual rate of 3.8% from January 1, 2022, until the full amount is settled.
Removed
The judgment took effect on May 7, 2024, and Xianning Bozhuang is currently in the process of making payments toward the outstanding debt. Jianfa Logistics (Fuzhou) Co., Ltd. sued Shandong Yunchu for failing to pay RMB 2,817,441.28 (equivalent to $385,988) under an agency import contract, along with a penalty of RMB 375,294.16 (equivalent to $51,415).
Removed
Additionally, Jianfa Logistics sought to hold Shandong Yunchu’s shareholder, Xianning Jiayi, jointly liable for the debt. On November 11, 2024, the court ruled that Shandong Yunchu is responsible for repaying the outstanding amount, with Xianning Jiayi assuming joint liability. However, Xianning Jiayi argued that it had already fulfilled its capital contribution obligations and should not bear any joint liability.
Removed
As a result, it has filed an appeal with the higher court. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 15 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. MINE SAFETY DISCLOSURES 15 PART II 16 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 16 ITEM 6. [RESERVED] 17 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 18
Biggest changeITEM 4. MINE SAFETY DISCLOSURES 15 PART II 16 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 16 ITEM 6. [RESERVED] 16 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 17

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+1 added13 removed1 unchanged
Biggest changeWe currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Issuances of Unregistered Securities On May 9, 2019, we and Shanghai Xunyang entered into a share exchange agreement with Xianning Bozhuang and each of the original shareholders of Xianning Bozhuang.
Biggest changeWe currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market for our Common Stock Our common stock is quoted on the NYSE American under the symbol “PLAG”. Approximate Number of Holders of Our Common Stock As of December 31, 2024, there were 322 stockholders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market for our Common Stock Our common stock is quoted on the NYSE American under the symbol “PLAG”. Approximate Number of Holders of Our Common Stock As of March 31, 2026, there were 332 stockholders of record of our common stock.
Securities Authorized for Issuance under Equity Compensation Plans We did not issue any shares under our equity compensation plan in the fiscal year of 2024.
Securities Authorized for Issuance under Equity Compensation Plans We issued an aggregate of 6,950,000 shares under our equity compensation plan in the fiscal year of 2025.
Removed
Such transaction closed on May 14, 2019. Pursuant to the share exchange agreement, we issued an aggregate of 1,080,000 shares of common stock of the Company to the Sellers in exchange for the transfer of all of the equity interest of Xianning Bozhuang to Shanghai Xunyang.
Added
Issuances of Unregistered Securities During the fiscal year ended December 31, 2025, the Company did not sell any equity securities that were not registered under the Securities Act of 1933, as amended. Accordingly, no disclosure is required pursuant to Item 701 of Regulation S-K.
Removed
On June 17, 2019, the Company entered into a securities purchase agreement, pursuant to which five individuals residing in the PRC agreed to purchase an aggregate of 1,300,000 shares of the Company’s common stock, par value $0.001 per share, for an aggregate purchase price of $5,460,000, representing a purchase price of $4.20 per share.
Removed
On January 26, 2021, the Company entered into a securities purchase agreement, pursuant to which three individuals residing in the PRC agreed to purchase an aggregate of 2,700,000 shares of the Company’s common stock, par value $0.001 per share, for an aggregate purchase price of $6,750,000, representing a purchase price of $2.50 per share.
Removed
The transaction closed on January 29, 2021. On March 9, 2021, the Company entered into a share exchange agreement with Jilin Chuangyuan and each of the original shareholders of Jilin Chuangyuan.
Removed
Pursuant to the share exchange agreement, we issued an aggregate of 3,300,000 shares of common stock of the Company to the Sellers in exchange for the transfer of 75% of the equity interest of Jilin Chuangyuan. 16 On April 24, 2021, the Company entered into a securities purchase agreement, pursuant to which three individuals residing in the PRC agreed to purchase an aggregate of 4,000,000 shares of the Company’s common stock, par value $0.001 per share, for an aggregate purchase price of $7,600,000, representing a purchase price of $1.90 per share.
Removed
The transaction closed on May 20, 2021. On July 15, 2021, the Company entered into a share exchange agreement with Anhui Ansheng and each of the original shareholders of Anhui Ansheng.
Removed
Pursuant to the share exchange agreement, we issued an aggregate of 4,800,000 shares of common stock of the Company to the Sellers in exchange for the transfer of 66% of the equity interest of Anhui Ansheng. On December 9, 2021, the Company entered into a share exchange agreement with Shandong Yunchu and each of the original shareholders of Shandong Yunchu.
Removed
Pursuant to the share exchange agreement, we issued an aggregate of 5,900,000 shares of common stock of the Company to the Sellers in exchange for the transfer of all of the equity interest of Shandong Yunchu.
Removed
On January 13, 2022, the Company entered into a securities purchase agreement, pursuant to which three individuals residing in the PRC agreed to purchase an aggregate of 7,000,000 shares of the Company’s common stock for an aggregate purchase price of $7,000,000, representing a purchase price of $1.00 per share. The transaction closed on January 14, 2022.
Removed
On April 8, 2022, the Company entered into a share exchange agreement with Allinyson and each of the original shareholders of Allinyson. Pursuant to the share exchange agreement, we issued an aggregate of 7,500,000 shares of common stock of the Company to the shareholders of Allinyson in exchange for the transfer of all of the equity interest of Allinyson.
Removed
On May 19, 2022, the Company entered into a Securities Purchase Agreement with two investors residing in the People’s Republic of China, pursuant to which the purchasers agreed to invest an aggregate of $4,100,000 in the Company in exchange for an aggregate of 10,000,000 shares of the Company’s common stock, representing a purchase price of $0.41 per share.
Removed
The transaction closed on May 27, 2022. On July 15, 2022, the Company entered into a share exchange agreement with Xiangtian Energy and the shareholder of Xiantian Energy.
Removed
Pursuant to the Share Exchange Agreement, in exchange for the acquisition of the 30% equity interest of Xiangtian Energy, the Company issued an aggregate of 12,000,000 shares of common stock, par value $0.001 per share, of the Company to the Seller.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

16 edited+6 added9 removed4 unchanged
Biggest changeInvesting Activities Net cash used in investing activities for the year ended December 31, 2024 was $5,421, compared to $2.47 million provided by investing activities for the same period in 2023.
Biggest changeThis change was primarily due to the increase in net loss from continuing operations of $15.22 million, less increase in adjustments to reconcile net loss of $14.66 million and changes in net cash used in operating activities from discontinued operations of $0.43 million, plus changes in net operating assets and liabilities of $2.47 million. 18 Investing Activities Net cash used in investing activities for the year ended December 31, 2025 was $4,334, compared to $190 provided by investing activities for the same period in 2024, which was primarily cash used for purchase of equipment, and cash received from disposal of equipment.
Critical Accounting Policies The preparation of financial statements in conformity with the United States generally accepted accounting principles requires our management to make assumptions, estimates, and judgments that affect the amounts reported in the financial statements, including the notes to that, and related disclosures of commitments contingencies, if any.
Critical Accounting Estimates and Policies The preparation of financial statements in conformity with the United States generally accepted accounting principles requires our management to make assumptions, estimates, and judgments that affect the amounts reported in the financial statements, including the notes to that, and related disclosures of commitments contingencies, if any.
Results of Operations The following discussion should be read in conjunction with the company’s audited consolidated financial statement for the years ended December 31, 2024, and 2023 and related notes to that.
Results of Operations The following discussion should be read in conjunction with the company’s audited consolidated financial statement for the years ended December 31, 2025, and 2024 and related notes to that.
Cash Flows Data: For the Years Ended December 31 (In thousands of U.S. dollars) 2024 2023 Net cash flows provided by (used in) operating activities 929 (5,282 ) Net cash flows (used in) provided by investing activities (5 ) 2,471 Net cash flows (used in) provided by financing activities (972 ) 2,888 Operating Activities Net cash provided by operating activities was $0.93 million during the year ended December 31, 2024, compared to $5.28 million used in operating activities during the year ended December 31, 2023.
Cash Flows Data: For the Years Ended December 31 (In thousands of U.S. dollars) 2025 2024 Net cash flows (used in) provided by operating activities (1,786 ) 812 Net cash flows (used in) provided by investing activities (4 ) - Net cash flows provided by (used in) financing activities 1,739 (838 ) Operating Activities Net cash used in operating activities was $1.79 million during the year ended December 31, 2025, compared to $0.81 million provided by operating activities during the year ended December 31, 2024.
As of December 31, 2024, the Company had an accumulated deficit of $148,053,653, a working capital deficit of $6,120,752, its net cash provided by operating activities from continuing operations for the year ended December 31, 2024 was $928,644. These factors raise substantial doubt on the Company’s ability to continue as a going concern.
As of December 31, 2025, the Company had an accumulated deficit of $175,029,363, a working capital deficit of $7,070,747, its net cash used in operating activities from continuing operations for the year ended December 31, 2025 was $1,786,297. These factors raise substantial doubt on the Company’s ability to continue as a going concern.
Our net revenues for the fiscal year ending on December 31, 2024 amounted to $6.73 million, reflecting a decline of approximately $10.93 million or 62% compared to the previous year’s figure of $17.66 million (ending on December 31, 2023).
Our net revenues for the fiscal year ending on December 31, 2025 amounted to $3.04 million, reflecting a decline of approximately $1.65 million or 35% compared to the previous year’s figure of $4.69 million (ending on December 31, 2024).
We cannot be sure of the availability or terms of any alternative financing arrangements. 19 Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the Company has incurred a net loss from continuing operations of $7,457,193 for the year ended December 31, 2024.
Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the Company has incurred a net loss from continuing operations of $17,791,496 for the year ended December 31, 2025.
During the year ended December 31, 2024, we experienced a decrease in cost of revenue of $10.11 million or 63%, in comparison to the year ended December 31, 2023, from approximately $16.08 million to $5.97 million. This change was mainly due to a decrease in sales of revenue, as discussed above. 18 Gross Profit .
During the year ended December 31, 2025, we experienced a decrease in cost of revenue of $1.20 million or 29%, in comparison to the year ended December 31, 2024, from approximately $4.14 million to $2.94 million. This change was mainly due to a decrease in cost of revenue from sales of diesel products. Gross Profit .
This change is primarily due to a reduction in proceeds from disposal of equity method investments of $2.77 million compared to the year ended December 31, 2023. 20 Financing Activities The net cash used in financing activities was $0.97 million during the year ended December 31, 2024, compared to net cash provided by financing activities of $2.89 million for the same period in 2023.
Financing Activities The net cash provided by financing activities was $1.74 million during the year ended December 31, 2025, compared to net cash used in financing activities of $0.84 million for the same period in 2024. This change can be attributed to a rise in proceeds from bank loans.
We expect to continue to finance our operations and working capital needs in 2024 from cash generated from operations and, if needed, private financings. Suppose available liquidity is insufficient to meet our operating and loan obligations as they come due. In that case, our plans include pursuing alternative financing arrangements or reducing expenditures as necessary to meet our cash requirements.
The debt to assets ratio was 121.3% and 54.0% as of December 31, 2025 and December 31, 2024, respectively. We expect to finance our operations and working capital needs in 2026 from cash generated from operations and, if needed, private financing. Suppose available liquidity is insufficient to meet our operating and loan obligations as they come due.
Our gross profit declined by $0.82 million, representing a decrease of 52% to $0.76 million for the fiscal year ended December 31, 2024 compared to $1.58 million for the fiscal year ended December 31, 2023.
Our gross profit declined by $0.45 million, representing a decrease of 82% to $0.10 million for the fiscal year ended December 31, 2025 compared to $0.56 million for the fiscal year ended December 31, 2024. The decrease in gross profit was attributed to a decrease in revenue, as discussed above. Operating Expenses Selling and Marketing Expenses.
Liquidity and Capital Resources In assessing our liquidity, we monitor and analyze our cash-on-hand and operating and capital expenditure commitments. Our liquidity needs meet our working capital requirements, operating expenses, and capital expenditure obligations. In the reporting period in the fiscal year 2024, our primary sources of financing have been cash generated from operations and proceeds from bank loans.
This decrease was primarily attributed to the increase in general and administrative expenses and the increase of net loss from discontinuing operations. Liquidity and Capital Resources In assessing our liquidity, we monitor and analyze our cash-on-hand and operating and capital expenditure commitments. Our liquidity needs meet our working capital requirements, operating expenses, and capital expenditure obligations.
After a series of acquisitions and dispositions in 2024 and 2023, our primary business, which is carried out by Shandong Yunchu, Jingshan Sanhe, Xianning Bozhuang and Fast Approach Inc, is: To import and distributes animal proteins, mainly beef products; To sell high-grade synthetic fuel products; To sell black tea product cultivation, packaging, and sales; Online advertising services.
After a series of acquisitions and dispositions in 2025 and 2024, our primary business, which is carried out by Jingshan Sanhe, Xianning Bozhuang and Fast Approach Inc, includes the following operations: Manufacture and distribution of methanol fuel additives, alcohol based fuel, and diesel fuel; Manufacture and distribute black tea and green tea products; and Online advertising services.
However, there is no assurance that we will raise additional capital or reduce discretionary spending to provide liquidity if needed.
In that case, our plans include pursuing alternative financing arrangements or reducing expenditures as necessary to meet our cash requirements. However, there is no assurance that we will raise additional capital or reduce discretionary spending to provide liquidity if needed. We cannot be sure of the availability or terms of any alternative financing arrangements.
Our selling and marketing expenses decreased by $0.05 million, or 57%, to $0.04 million for the year ended December 31, 2024 from $0.09 million for the year ended December 31, 2023, mainly due to the decrease in transportation and storage cost, as well as decline in the sales staff salaries. General and Administrative Expenses.
Our selling and marketing expenses increased by $0.02 million, or 113%, to $0.03 million for the year ended December 31, 2025 from $0.02 million for the year ended December 31, 2024. This increase was mainly due to the increase in shipping and delivery expenses and business travel and meals expense. General and Administrative Expenses.
Net Loss Our net loss decreased by $13.51 million, or 65%, to a net loss of $7.33 million for the year ended December 31, 2024 from $20.84 million in net loss for the year ended December 31, 2023. This decrease was mainly due to the decrease in loss on the disposal of certain subsidiaries.
Our general and administrative expenses for the year ended December 31, 2025 increased by $14.58 million, to $17.64 million compared to the previous year’s $3.06 million, This increase was mainly due to the Company’s issuance of 6,950,000 shares of common stock under the 2025 Plan for a fair value of $14.43 million. 17 Net Loss Our net loss increased by $19.65 million, or 268%, to a net loss of $26.98 million for the year ended December 31, 2025 from $7.33 million in net loss for the year ended December 31, 2024.
Removed
Years Ended Increase / Increase / December 31, Decrease Decrease (In Thousands of USD) 2024 2023 ($) (%) Net revenues 6,730 17,660 (10,930 ) (62 ) Cost of revenues 5,968 16,076 (10,108 ) (63 ) Gross profit 762 1,584 (822 ) (52 ) Operating expenses: Selling and marketing expenses 41 95 (54 ) (57 ) General and administrative expenses 7,328 7,997 (669 ) (8 ) Research & Developing expenses 57 55 2 4 Operating loss (6,664 ) (6,563 ) (101 ) 2 Interest expense (70 ) (10 ) (60 ) 600 Other income (expense) (724 ) (194 ) (530 ) 273 Share of losses from equity method investments - (569 ) 569 (100 ) Loss on disposal of equity investments - (10,849 ) 10,849 (100 ) Loss before tax (7,458 ) (18,185 ) 10,727 (59 ) Income tax expense - (35 ) 35 (100 ) Loss from continuing operations (7,458 ) (18,220 ) 10,762 (59 ) Net income (loss) from discontinuing operations 128 (2,624 ) 2,752 (105 ) Net loss (7,330 ) (20,844 ) 13,514 (65 ) Net Revenues .
Added
Years Ended Increase / Increase / December 31, Decrease Decrease (In Thousands of USD) 2025 2024 ($) (%) Net revenues 3,041 4,693 (1,652 ) (35 ) Cost of revenues 2,940 4,138 (1,198 ) (29 ) Gross profit 101 555 (454 ) (82 ) Operating expenses: Selling and marketing expenses 32 15 17 113 General and administrative expenses 17,642 3,063 14,579 476 Research & Developing expenses 71 57 14 25 Operating loss (17,644 ) (2,580 ) (15,064 ) 584 Interest expense (155 ) (70 ) (85 ) 121 Other income 18 77 (59 ) (77 ) Loss before tax (17,781 ) (2,573 ) (15,208 ) 591 Income tax expense (11 ) - (11 ) (100 ) Loss from continuing operations (17,792 ) (2,573 ) (15,219 ) 591 Net loss from discontinuing operations (9,184 ) (4,756 ) (4,428 ) 93 Net loss (26,976 ) (7,329 ) (19,647 ) 268 Net Revenues .
Removed
In the previous fiscal year, 50% of our total revenue was generated from the sale of a diverse range of food products to restaurants. However, this segment has been significantly impacted by the adverse effects of COVID-19, leading to a decline in sales from $14.32 million in 2023 to $2.04 million in 2024. Cost of Revenues .
Added
The decrease in revenue can be attributed to the stagnant sales of diesel, which decreased from $4.10 million to $2.79 million during the current period, and a decline in advertising service revenue from $0.41 million to $644. Cost of Revenues .
Removed
This decline can be primarily attributed to the decrease in sales revenue, and partially offset by a slight decrease in the average combined cost per unit of our products. The gross profit margin increased from 9.0% in 2023 to 11.3% in 2024, representing an increase of 2.3%, primarily attributed to change in product mix. Operating Expenses Selling and Marketing Expenses.
Added
In the reporting period in the fiscal year 2025, our primary sources of financing have been cash generated from operations and proceeds from bank loans. As of December 31, 2025, we had cash and restricted cash of $118,956 compared to $180,335 as of December 31, 2024.
Removed
Our general and administrative expenses for the year ended December 31, 2024 decreased by $0.67 million, to $7.33 million compared to the previous year’s $8.00 million, mainly due to loss in the amount of $1.97 million recognized for obsolete tea products during the year ended December 31, 2023, and partially offset by increase in allowance for doubtful accounts and impairment of long-term investments during the year ended December 31, 2024.
Added
Impairment of Long-lived Assets We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. This evaluation requires significant judgment, including the identification of the relevant asset group, the assessment of impairment indicators, and the determination of fair value when impairment is recognized.
Removed
As of December 31, 2024, we had cash and restricted cash of $195,153 compared to $237,214 as of December 31, 2023. The debt to assets ratio was 54.0% and 54.4% as of December 31, 2024 and December 31, 2023, respectively.
Added
In estimating fair value, we consider factors such as the expected future utilization of production lines and equipment, market conditions, replacement cost, physical deterioration, and functional and economic obsolescence. As of December 31, 2025, our plant and equipment, net was approximately $4.7 million, and we recognized an impairment charge of approximately $130,000 during the year ended December 31, 2025.
Removed
This change was primarily due to the decrease in net loss excluding non-cash expenses, gains and losses of $1.41 million, changes in net operating assets and liabilities of $5.23 million, and partially offset by a decrease in net cash provided by operating activities from discontinued operations of $0.43 million.
Added
Accordingly, changes in our assumptions, including whether suspended or underutilized production assets are expected to return to service and the extent of future utilization, could materially affect the amount of any future impairment charges. Off-Balance Sheet Arrangements We do not have any off-balance arrangements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Not applicable.
Removed
This change can be attributed to a rise in loan to related parties, and partially offset by an increase in bank loans.
Removed
We consider our critical accounting policies to require the more significant judgments and estimates in preparing financial statements, including those outlined in Note 2 to the financial statements included herein. The Company has evaluated the timing and the impact of the guidance above on the financial statements.
Removed
As of December 31, 2024, there were no other recently issued accounting standards not yet adopted that would or could have a material effect on the Company’s consolidated financial statements. Off-Balance Sheet Arrangements We do not have any off-balance arrangements. 21 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Not applicable.

Other PLAG 10-K year-over-year comparisons