Planet Green Holdings Corp.: Form 10-K for the period ended Dec 31, 2025

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”). Planet Green is engaged in a number of diverse business activities, including consumer products, chemical products and online advertising.

Under our corporate structure, our ability to pay dividends and to service any debt we may incur and pay our operating expenses principally depends on dividends paid by our PRC subsidiaries. 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. 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. If we intend to distribute dividends to the Planet Green, our WFOEs will transfer the dividends to our Hong Kong subsidiaries in accordance with the laws and regulations of the PRC, and then our Hong Kong subsidiaries will transfer the dividends to the Planet Green, and the dividends can be distributed from the Planet Green to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions. However, 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. As of the date of this annual report, none of our subsidiaries have ever issued any dividends or made other distributions to the Planet Green nor have Planet Green ever paid dividends or made other distributions to U.S. investors. We currently intend to retain all future earnings to finance our subsidiaries’ operations and to expand their business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Any limitation on the ability of our subsidiaries to distribute dividends to us may restrict our ability to satisfy our liquidity requirements. To the extent cash or assets in the business is in the PRC or Hong Kong or in a PRC or Hong Kong entity, and may need to be used to fund operations outside of the PRC or Hong Kong, the funds and assets may not be available to fund operations or for other uses outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations by the government on our subsidiaries’ ability to transfer cash and assets.

We face various legal and operational risks and uncertainties related to being based in and having significant operations in mainland China. The PRC government has significant authority to exert influence on the ability of a China-based company, such as us, to conduct its business, accept foreign investments or list on U.S. or other foreign exchanges. For example, we face risks associated with regulatory approvals of offshore offerings, oversight on cybersecurity and data privacy. Such risks could result in a material change in our operations and/or the value of the common stock or could significantly limit or completely hinder our ability to offer common stock and/or other securities to investors and cause the value of such securities to significantly decline or be worthless. 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.

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. 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. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. We do not believe that our subsidiaries are directly subject to these regulatory actions or statements, as we have not implemented any monopolistic behavior and our business does not involve the collection of user data or implicate cybersecurity. As of the date of this annual report, no relevant laws or regulations in the PRC explicitly require us to seek approval from the China Securities Regulatory Commission (the “CSRC”), Cyberspace Administration of China (the “CAC”) or any other PRC governmental authorities, nor has our Nevada holding company or any of our subsidiaries received any inquiry, notice, warning or sanctions regarding our listing on NYSE America from the CSRC or any other PRC governmental authorities. However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on an U.S. or other foreign exchange. The Standing Committee of the National People’s Congress, or the SCNPC, or other PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that requires our company or any of our subsidiaries to obtain regulatory approval from Chinese authorities before offering in the U.S. In other words, although the Company is currently not required to obtain permission from any of the PRC central or local government to obtain such permission and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly; our ability to offer, or continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly decline or be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental authorities, if we or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little advance notice.

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. 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.

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. 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. However, we cannot assure you that any of these entities will be able to receive clearance of such compliance requirements in a timely manner, or at all in the future. Any failure of these entities to fully comply with such compliance requirements may cause our PRC subsidiaries or the PRC operating entities to be unable to begin their new businesses or operations in the PRC, subject them to fines, relevant new businesses or operations suspension for rectification, or other sanctions.

As advised by our PRC counsel, Hubei Kaicheng Law Offices, as of the date of this annual report, our subsidiaries, WFOEs, (i) are not required to obtain additional permissions or approvals to operate their current business, (ii) are not required to obtain permission from the CSRC, the CAC, or any other Chinese authorities to issue our securities to foreign investors based on PRC laws and regulations currently in effect, and (iii) have not received or were denied such permission by any Chinese authorities. However, we cannot assure you that the PRC regulatory agencies, including the CAC or the CSRC, would take the same view as we do, and there is no assurance that our subsidiaries are always able to successfully update or renew the licenses or permits required for the relevant business in a timely manner or that these licenses or permits are sufficient to conduct all of their present or future business. If the WFOEs or any of its subsidiaries (i) does not receive or maintain required permissions or approvals, (ii) inadvertently concludes that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and our subsidiaries are required to obtain such permissions or approvals in the future, it could be subject to fines, legal sanctions, or an order to suspend their relevant services, which may materially and adversely affect our financial condition and results of operations and cause our securities to significantly decline in value or become worthless.

In light of the recent statements and regulatory actions by the PRC government, such as those related to data security, and anti-monopoly concerns, Planet Green may be subject to the risks of uncertainty of any future actions of the PRC government in this regard. Planet Green may also be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the CSRC, if it fails to comply with such rules and regulations, which could adversely affect the ability of Planet Green to continue to be listed for trading on NYSE American or another foreign exchange, which may cause the value of Planet Green’s securities to significantly decline or become worthless. The Holding Foreign Companies Accountable Act (the “HFCA Act”) and related regulations call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors and could add uncertainties to Planet Green’s offering that trading in Planet Green’s securities may be prohibited under the HFCA Act. Planet Green’s auditor, YCM CPA INC., is headquartered in California and has been inspected by the Public Company Accounting Oversight Board (United States) (the “PCAOB”) on a regular basis. Our auditor is not included in the list of PCAOB Identified Firms of having been unable to be inspected or investigated completely by the PCAOB in the PCAOB Determination Report issued in December 2021. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. On December 29, 2022, the President signed the Consolidated Appropriations Act, 2023, which, among other things, amended the HFCAA to reduce the number of consecutive years an issuer can be identified as a Commission-Identified Issuer before the Commission must impose an initial trading prohibition on the issuer’s securities from three years to two years. Therefore, once an issuer is identified as a Commission-Identified Issuer for two consecutive years, the Commission is required under the HCFAA to prohibit the trading of the issuer’s securities on a national securities exchange and in the over-the-counter market. Although we believe that the HFCA Act and the related regulations do not currently affect us, we cannot assure you that there will not be any further implementations and interpretations of the Holding Foreign Companies Accountable Act or the related regulations, which might pose regulatory risks to and impose restrictions on us because of our operations in mainland China.

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. 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. 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.

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. 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. 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. These innovations are designed to enhance convenience without compromising authenticity.

Building on this foundation, we have expanded our product portfolio to include mini brick dark tea and loose-leaf dark tea in various forms. 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.

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. 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. 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.

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. 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.

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. 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. 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.

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. 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.

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. 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. 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. 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. 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. In addition, the clean energy markets in which we operate remain highly fragmented. We believe our industry experience, operational capabilities, and established relationships position us competitively in pursuing new project development and supply opportunities. However, competition for these opportunities, including pricing pressure on fuel supply and other key inputs, may adversely affect the profitability of projects we evaluate and could render certain opportunities economically unattractive.

Competition

The market for vehicle fuels is highly competitive. 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. 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.

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. 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.

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. They 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.

Advertising Business

Fast Approach provides digital advertising delivery and operational services, with China and North America serving as its two core markets. The Company focuses on executing and managing advertising campaigns across multiple digital channels, leveraging data-driven optimization and localized operational expertise to improve campaign performance and return on investment.

In China, Fast Approach assists advertisers in accessing and operating within a diverse and platform-centric digital advertising ecosystem. In North America, the Company supports campaign execution across major digital platforms and programmatic advertising networks. Its presence in both regions enables it to facilitate cross-border advertising execution for clients seeking to expand into new markets.

The Company’s core services include advertising placement, campaign execution, account management, performance monitoring, and ongoing optimization. Fast Approach focuses on implementing advertiser-provided strategies by managing media buying processes, setting up campaigns, and continuously adjusting key parameters such as audience targeting, bidding, and ad creatives based on real-time performance data. Through detailed analytics and performance tracking, the Company works to improve key metrics such as click-through rates, conversion rates, and customer acquisition costs.

Fast Approach collaborates with advertising platforms, media publishers, and technology partners to access advertising inventory and delivery tools. These relationships allow the Company to execute campaigns efficiently across a variety of formats, including display advertising, search-based advertising, and social media promotion.

Competition

The digital advertising services industry is highly competitive and rapidly evolving. Fast Approach competes with a broad range of market participants, including large global advertising agencies, major demand-side and programmatic advertising platforms, specialized cross-border marketing firms, local media buying agencies, and smaller boutique digital advertising service providers in both China and North America.

In both core markets, the Company faces competition from well-established industry participants with significantly greater financial, technical, marketing, and personnel resources, broader client relationships, and more extensive proprietary technology capabilities. These larger competitors may benefit from stronger brand recognition, deeper platform integrations, and the ability to offer a wider range of end-to-end marketing solutions, including strategy, creative development, data analytics, and customer relationship management services.

At the same time, the Company also competes with numerous smaller regional and niche service providers that often focus on specific industries, localized customer segments, or individual advertising platforms. These smaller competitors may compete aggressively on pricing, service flexibility, or specialized local market knowledge.

Fast Approach primarily competes on the basis of its cross-border campaign execution capabilities, operational expertise in both China and North America, responsiveness to client needs, ability to optimize campaign performance through real-time data analysis, and experience navigating platform-specific advertising requirements in different jurisdictions. The Company believes its localized execution capabilities and familiarity with multi-market advertising ecosystems position it to serve clients seeking efficient campaign delivery across borders.

Competition in the industry is based on factors including campaign performance, pricing, quality of service, speed of execution, platform access, data analytics capabilities, client relationships, and the ability to adapt to frequent changes in platform algorithms, privacy requirements, and advertising policies.

The Company primarily serves advertisers seeking to enhance brand exposure, user acquisition, and sales conversion in both domestic and international markets. By focusing on execution and operational optimization rather than strategic planning, Fast Approach positions itself as a performance-driven service provider capable of delivering scalable and efficient advertising solutions.

Fast Approach Inc. has continued to invest in technology development and is strategically expanding toward AI-driven GEO optimization and intelligent marketing automation, positioning the Company to compete in the next generation of digital marketing solutions.

The Company’s development initiatives are supported by a combination of internal technical resources and external collaborators, including advisors and contributors with expertise in artificial intelligence, natural language processing (NLP), and mental health applications. This integrated technical and domain expertise enhances the Company’s research and development capabilities in applied AI systems.

As part of these efforts, the Company is developing a prototype dialogue agent intended for early-stage mental health support. This initiative reflects the Company’s broader strategy to leverage advanced AI technologies to create scalable, data-driven solutions across digital marketing and emerging AI-enabled application areas.

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.

The following diagram illustrates our corporate structure including our subsidiaries.

Reverse Split

The board of directors approved a reverse stock split of the Company’s authorized and issued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”), at a ratio of 1-for-10 (the “Reverse Stock Split”). The Reverse Stock Split became legally effective as of 4:01 p.m. Eastern Standard Time on May 31, 2024 (the “Legal Effective Date”), and the Common Stock was open for trading on NYSE American on a reverse split-adjusted basis on June 3, 2024, under the existing trading symbol “PLAG”.

On the Legal Effective Date, every ten (10) shares of the Common Stock issued and outstanding or held as treasury stock has been automatically converted into one (1) new share of Common Stock. The total number of shares of Common Stock authorized for issuance has been reduced by a corresponding proportion from 1,000,000,000 shares to 100,000,000 shares of Common Stock. The par value per share of the Common Stock remained unchanged at $0.001 per share. The Common Stock was assigned a new CUSIP number 72703U 201 following the reverse stock split.

Each shareholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result of the Reverse Stock Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock were substantially unaffected by the Reverse Stock Split. No fractional shares will be issued in connection with the Reverse Stock Split. Fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share.

Subsidiaries

On May 9, 2019, the Company and Shanghai Xunyang Internet Technology Co., Ltd. (the “Shanghai Xunyang”), a subsidiary of the Company, entered into a Share Exchange Agreement with Xianning Bozhuang, and each of the shareholders of Xianning Bozhuang, pursuant to which, among other things and subject to the terms and conditions contained therein, Shanghai Xunyang agreed to effect an acquisition of Xianning Bozhuang by acquiring from the Sellers all of the outstanding equity interests of Xianning Bozhuang. On May 14, 2019, the Company closed the acquisition transaction and Shanghai Xunyang entered into a series of VIE agreements with Xianning Bozhuang and its shareholders. For company internal restructure purpose, on December 20, 2019, Xianning Bozhuang terminated the VIE agreements with Shanghai Xunyang and entered into similar series of VIE agreements with Jiayi Technologies on the same day. 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.

On June 5, 2020, the Company entered into a share exchange agreement with Fast Approach to acquire all outstanding shares of Fast Approach, a corporation incorporated under the laws of Canada and in the business of operating a demand side platform. Upon completing the transaction, Fast Approach became a wholly owned subsidiary of the Company. Fast Approach owns 100% equity of Shanghai Shuning.

On January 4, 2021, through Jiayi Technologies, the Company entered into a series of VIE agreements with Jingshan Sanhe as well as its shareholders. The Company is considered the primary beneficiary of Jingshan Sanhe and it consolidates its accounts as VIE. 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.

On September 14, 2022, the Company and Hubei Bulaisi, a subsidiary of the Company, entered into a Share Purchase Agreement with a shareholder of Jingshan Sanhe Luckysky acquiring the remaining 15% of the outstanding equity interests of Jingshan Sanhe Luckysky. Upon closing of the transaction, Hubei Bulaisi, acquired 100% equity ownership of Jingshan Sanhe Luckysky.

On December 9, 2021, the Company and Jiayi Technologies, a subsidiary of the Company, entered into a Share Exchange Agreement with Shandong Yunchu and each of shareholders of Shandong Yunchu. Upon closing of the transaction, Jiayi Technologies acquired 100% equity ownership of Shandong Yunchu. The Board resolved to discontinue the operation of Shandong Yunchu on April 30, 2025, and subsequently, on September 1, 2025, the Company disposed of its 100% equity interest in Promising Prospect for nominal consideration. Promising Prospect indirectly held 100% of the equity interest in Shandong Yunchu through Jiayi Technologies and did not own any other operating assets of the Company. As a result of the disposition, Shandong Yunchu, Promising Prospect and Jiayi Technologies ceased to be subsidiaries of the Company.

On November 26, 2025, Bozhuang entered into a Share Purchase Agreements with shareholders of Hubei Shengsili, to acquire 67% equity interests in Hubei Shengsili for a consideration of $143, resulting in goodwill of $7,005.

On December 16, 2025, Promising Prospect established PinnacleTech, a HK limited liability company, as a wholly owned subsidiary. On December 24, 2026, PinnacleTech established Dingfeng Technology, a PRC limited liability company, as a wholly owned subsidiary.

On March 10, 2026, the Company incorporated Hubei Taihe Biotechnology Co., Ltd., a PRC limited liability company.

Cash Flows through Our Organization:

Planet Green is a holding company with no material operations of its own. We currently conduct our operations through our subsidiaries including our WFOEs and their respective subsidiaries. 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. 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. If we intend to distribute dividends through Planet Green, our WFOEs will transfer the dividends to our Hong Kong subsidiaries in accordance with the laws and regulations of the PRC, and then our Hong Kong subsidiaries will transfer the dividends to the Planet Green, and the dividends will be distributed from the Planet Green to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions. 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.

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. The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. Under our current corporate structure, Planet Green as the holding company may rely on dividend payments from its subsidiaries to fund any cash and financing requirements Planet Green may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of the State Administration of Foreign Exchange (the “SAFE”) by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of our PRC subsidiaries in China may be used to pay dividends to Planet Green. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiaries and VIE to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi.

In light of the flood of capital outflows of China in 2016 due to the weakening Renminbi, the PRC government has imposed more restrictive foreign exchange policies and stepped up scrutiny of major outbound capital movement including overseas direct investment. More restrictions and substantial vetting process are put in place by SAFE to regulate cross-border transactions falling under the capital account. If any of Planet Green’s shareholders regulated by such policies fail to satisfy the applicable overseas direct investment filing or approval requirement timely or at all, it may be subject to penalties from the relevant PRC authorities. The PRC government may at its discretion further restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents Planet Green from obtaining sufficient foreign currencies to satisfy Planet Green’s foreign currency demands, Planet Green may not be able to pay dividends in foreign currencies to its shareholders.

Recent Regulatory Development

As we conduct substantially all of our operations in China, we are subject to legal and operational risks associated with having substantially all of 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. 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. Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. We have relied on the opinion of our PRC counsel, Hubei Kaicheng Law Office, that as of the date of this Annual Report, we are not directly subject to these regulatory actions or statements, as we have not implemented any monopolistic behavior and our business does not involve large-scale collection of user data, implicate cybersecurity, or involve any other type of restricted industry. As further advised by our PRC counsel, Hubei Kaicheng Law Office, as of the date of this Annual Report, no relevant laws or regulations in the PRC explicitly require us to seek approval from the China Securities Regulatory Commission (the “CSRC”) or any other PRC governmental authorities for our overseas listing or securities offering plans, nor has our company or any of our subsidiaries received any inquiry, notice, warning or sanctions regarding our offering of securities from the CSRC or any other PRC governmental authorities. However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued, it is highly uncertain what potential impact such modified or new laws and regulations will have on our daily business operations, or ability to accept foreign investments and list on a U.S. or other foreign exchange. The Standing Committee of the National People’s Congress (the “SCNPC”) or other PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that require our company or any of our subsidiaries to obtain regulatory approval from Chinese authorities before offering securities in the U.S. In other words, although the Company is currently not required to obtain permission from any of the PRC central or local government and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly; our ability to offer, or continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly decline or be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental authorities, if we or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little advance notice.

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. In addition, there is uncertainty as to whether the PRC courts would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of U.S. securities laws or those of any U.S. state.

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of written arrangement with the U.S. that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the U.S.

It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China. For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities. Although the authorities in China may establish a regulatory cooperation mechanism with its counterparts of another country or region to monitor and oversee cross-border securities activities, such regulatory cooperation with the securities regulatory authorities in the U.S. may not be efficient in the absence of a practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or “Article 177,” which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC. Article 177 further provides that Chinese entities and individuals are not allowed to provide documents or materials related to securities business activities to foreign agencies without prior consent from the securities regulatory authority of the PRC State Council and the competent departments of the PRC State Council. 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.

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.

The following table indicates the year that operations commenced at each of the facilities and the size of the facilities.

* Became a VIE in May 2019 and a subsidiary in August 2021.

** Became a subsidiary in September 2021.

Production Lines

We currently manufacture our products through production lines.

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. 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.

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. 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. The self-control design of the facilities for storage of raw materials and addition of additives shall, in accordance with the requirements of the process, conduct centralized indication and adjustment of the temperature, flow rate and liquid level of the raw oil tanks, raw oil metering tanks, product oil allocation tanks and finished oil tanks during the fuel blending process; realize remote monitoring of the whole fuel production process, and conduct on-the-spot indication of pressure and partial flow rate.

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:

We operate our production lines year-round.

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. 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.

We select suppliers based principally on pricing, product quality, reliability of supply, and consistency of delivery. We typically procure materials from multiple domestic suppliers, including certain suppliers with whom we have maintained long-term business relationships. Our suppliers generally include wholesale agricultural product companies, food production enterprises, tea processing and packaging companies, and wholesalers of chemical products and diesel.

Our Customers

Our products are primarily sold in the domestic market in the People’s Republic of China through a combination of direct sales, sales agency relationships and established distribution channels.

For our tea products business, we sell primarily to regional distributors, wholesale customers, in the PRC market. In addition to direct product sales, we also engage sales agents to expand market coverage, strengthen channel penetration, and enhance product distribution across targeted regions.

For our methanol fuel additive, alcohol based fuel and diesel products business, we market and sell our products through direct customer sales, the construction and operation of refueling facilities, and technical cooperation arrangements with third-party business partners and commercial users. Our customers in this segment generally include transportation service providers, industrial users, fleet operators, and other enterprises seeking alternative or cleaner fuel solutions.

We continue to expand our customer base by strengthening relationships with existing channel partners, broadening our sales agent network, and pursuing strategic cooperation opportunities to enhance market reach.

Our Sales and Marketing Efforts

In 2025, our sales and marketing efforts are primarily focused on maintaining relationships with long-term customers, expanding our network of sales agents, and strengthening our internal sales team to develop and manage distribution channels. We emphasize a relationship-driven and channel-based approach to enhance customer retention, broaden market coverage, and drive revenue growth.

We place significant importance on maintaining and strengthening relationships with our existing long-term customers, who represent a stable and recurring source of revenue. Our customer retention strategy includes regular communication, consistent product and service quality, and responsive support to address evolving customer needs. By fostering long-term partnerships, we aim to enhance customer loyalty, encourage repeat transactions, and generate referrals that contribute to organic growth.

In addition, we have expanded our sales capabilities by engaging sales agents to support market development and customer acquisition. These sales agents assist in promoting our products and services, identifying potential customers, and facilitating transactions, particularly in regions where we do not maintain a direct operational presence. This model allows us to extend our geographic reach efficiently and penetrate new markets without incurring significant fixed costs, while maintaining flexibility in managing sales expenses.

Complementing our sales agent network, we maintain an internal sales team that is responsible for developing and managing sales channels and distribution relationships. Our sales team actively engages with distributors, wholesalers, and other channel partners to expand product availability and improve market penetration. They also coordinate closely with sales agents to align sales strategies, support channel partners, and ensure consistent execution across different markets.

Through the combination of strong customer relationship management, an expanding sales agent network, and a dedicated internal sales team focused on channel development, we aim to strengthen our market presence, enhance distribution efficiency, and support sustainable business growth.

Intellectual Property

Patents

The company vigorously implements scientific and technological innovation. Jingshan Sanhe obtains 12 practical patent certificates from the State Intellectual Property Office of the PRC, which includes a diesel exhaust cleaner and its preparation method, a kind of automobile exhaust cleaner and preparation method, a kind of filtering device for exhaust port of cleaning liquid production plant, a kind of automobile cleaner dispensing device, a kind of liquid dispensing equipment, a kind of mixing and stirring tank, a kind of cleaning brush for cleaning agent storage tank, a kind of reactor for producing auto cleaner, a kind of cleaning brush for cleaning agent mixing kettle, a kind of mixing tank, a cleaning tool for cleaning the reactor for detergent production and a kind of mixing and defoaming tank. The company will give full play to the advantages of independent intellectual property rights, continue to innovate, maintain the leading technology and enhance the core competitiveness of the company.

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.

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.

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 compensate our production line employees by unit produced (piece work) and compensate other employees with a base salary and bonus based on performance. We also provide training for our staffs from time to time to enhance their technical and product knowledge, including knowledge of industry quality standards.

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.

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. We also utilize customer feedback to assist us in the development of new products.

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.

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.

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. It also regulates manufacturing practices, including quality assurance programs, for foods, through its current manufacturing practice regulations, and specifies the standards of identity for certain foods. We have obtained approvals from Chinese authorities for products that requires the approval under regulations, including quality safety approval from government.

Our manufacturing and sales of chemical products business is subject to multiple regulations under PRC law. We have complete certificates, including the work safety license, production license and emission license. We have passed the environmental assessment acceptance and currently works on the promotion to the second level of work safety standardization from the third level. 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.

As a smaller reporting company, we are not required to include risk factors in this Annual Report. Investment in our securities involves a high degree of risk. You 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. If any of the events descripted in the risk factors occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

We do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. We depend on the digital technologies of third parties, and any sophisticated and deliberate attacks on, or security breaches in, systems or infrastructure or the cloud that we utilize, including those of third parties, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data and could have a material adverse effect on our business, financial condition or reputation. Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose. As a company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss.

Our board of directors is generally responsible for the oversight of risks from cybersecurity threats, if there is any. Our management will promptly report to the board of directors on incidents of material cybersecurity risks facing us and any third parties and the measures that may be taken to mitigate such risks. As of the date of this annual report, we have not encountered any cybersecurity incidents that have materially affected, or that we believe are reasonably likely to materially affect, us, including our business strategy, results of operations or financial condition. We do, however, face risks from cybersecurity threats.

Our primary facilities, which are owned except where otherwise indicated, are as follows:

* 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, 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. Individuals and companies are permitted to acquire land use rights for specific purposes. In the case of land used for industrial purposes, the land use rights are granted for a period of up to 50 years. This period may be renewed at the expiration of the initial and any subsequent terms. Granted land use rights are transferable and may be used as security for borrowings and other obligations.

On July 27, 2023, Daqi Cui, a former employee, filed a complaint against the Company in Queens County, the Supreme Court of the State of New York, asserting claims of breach of employment contract, seeking $609,145.05 in damages as well as attorneys’ fees and costs. On November 6, 2023, the Company filed a motion to move the case to the United States District Court, Eastern District of New York for an Order to dismiss with prejudice. On July 29, 2024, Complaint was dismissed by the Eastern District of New York. However, 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.

We are headquartered in Flushing, New York. 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.

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.

(In Thousands of USD)

Net Revenues. 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). 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. 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. 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. 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. 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.

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. 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. 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. 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. 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.

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. 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. The accompanying audited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plan for the Company’s continued existence is dependent upon management’s ability to execute the business plan, develop the plan to generate profit; additionally, Management may need to continue to rely on private placements or certain related parties to provide funding for investment, for working capital and general corporate purposes. If management is unable to execute its plan, the Company may become insolvent.

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

Cash Flows Data:

(In thousands of U.S. dollars)

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. This 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.

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.

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.

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.

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. 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. 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.

Disclosure Controls and Procedures

Our management, with the participation and under the supervision of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act.

Based upon this evaluation, our management has concluded that, as of December 31, 2025, our existing disclosure controls and procedures were ineffective because of a material weakness in our internal control over financial reporting due to lack of accounting staff and resources with appropriate knowledge of U.S. GAAP and SEC reporting and compliance requirements. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our 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 our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with U.S. GAAP and 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 a company’s assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that a company’s receipts and expenditures are being made only in accordance with authorizations of a company’s management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a company’s assets that could have a material effect on the consolidated financial statements.

Our management, with the participation and under the supervision of our chief executive officer and chief financial officer, conducted an evaluation of the effectiveness of our Company’s internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013 Framework). Based on this evaluation, we identified one deficiency, which related to a lack of accounting staff and resources with appropriate knowledge of U.S. GAAP and SEC reporting and compliance requirements, and which we believe to be a material weakness as of December 31, 2025.

As a result of the above material weakness, management has concluded that our internal control over financial reporting was not effective as of December 31, 2025. To remedy our identified material weakness as of December 31, 2025, we have undertaken the remedial steps and also plan to adopt certain measures to improve our internal control over financial reporting as set forth below.

Remediation plan of the Material Weakness in Internal Control over Financial Reporting Reported as of December 31, 2025

As of the date of this annual report, we have not fully addressed the above-referenced weakness. However, we have made progress in implementing remedial measures, including:

(i) recruiting qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework. Since very few companies in Hubei Province, the area in which our main PRC operating subsidiaries are located, have sought public listing on a U.S. exchange, we have difficulty identifying qualified accounting candidates with U.S. GAAP experience and expertise. We plan to search for qualified personnel in other regions of China; and

(ii) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel.

While we believe that these efforts will improve our internal control over financial reporting, our remediation efforts are ongoing and will require validation. We will not be able to conclude whether the steps we are taking will fully remediate the remaining material weakness in our internal control over financial reporting until we have completed our remediation efforts and subsequent evaluation of their effectiveness. We may also conclude that additional measures may be required to remediate the material weakness in our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm

This annual report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC where domestic and foreign registrants that are non-accelerated filers, which we are not required to provide the auditor attestation report.

Changes in Internal Control over Financial Reporting

Other than as described above, there were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations over Internal Controls.

Management, including our Chief Executive Officer and Chief Financial Officer, does not expect our internal controls to prevent or detect all misstatements. No matter how well designed and operated, a control system 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 such 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 misstatements, if any, have been detected or prevented. Also, projections of 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 conditions or that the degree of compliance with the policies or procedures may deteriorate.