UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☐
Filed by a party other than the Registrant ☐
Check the appropriate box:
☒ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under § 240.14a-12
PLANET GREEN HOLDINGS
CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a- 6(i)(1) and 0-11
PLANET GREEN HOLDINGS CORP.
36-10 Union St., 2nd Floor,
Flushing, NY 11345
To the Stockholders of Planet Green Holdings Corp.:
You are cordially invited to attend the Annual Meeting
of Stockholders (the “Annual Meeting”) of Planet Green Holdings Corp. (“we,” “us,” “our,”
or the “Company”) which will be held at 36-10 Union St. 2nd Floor, Flushing, NY 11345, on ____, 2022
at 10:00 a.m. Eastern time.
At the Annual Meeting, our stockholders will be
asked to consider and vote upon the following proposals:
| ● | to elect five directors to serve as members of the Board of
Directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified; |
| ● | to approve and adopt a proposal for amendment to the Company’s
articles of incorporation (as amended, the “Charter”) to increase the total number of shares of all classes of stock which
the Corporation has authority to issue to 1,100,000,000 consisting of (a) 1,000,000,000 shares of common stock, par value $0.001 per
share (the “Common Stock”), and (b) 100,000,000 shares of preferred stock, par value $0.001 per share, to be issued from
time to time with such rights, preferences and priorities as the Board of Directors shall designate; |
| ● | to ratify the appointment of WWC, P.C. as our independent registered
public accounting firm for the fiscal year ending December 31, 2022; |
| ● | To approve the adjournment of the Annual Meeting to a later
date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the
Annual Meeting, there are not sufficient votes to approve any of the foregoing proposals |
Each of these proposals is more fully described
in the accompanying proxy statement.
We are providing this proxy statement and accompanying
proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Annual Meeting and at any adjournments
of the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to read this proxy statement carefully. The Annual
Meeting is intended to meet any and all requirements of the NYSE American with respect to annual meeting for our fiscal year 2022.
After careful consideration, considering all
relevant factors, including the recommendation of the audit committee of the Board, our Board unanimously recommends that our stockholders
vote FOR all of the proposals presented to our stockholders in the accompanying proxy statement.
Only holders of the Company’s common stock
at the close of business on _____, 2022 will be entitled to notice of, and to vote at, the Annual Meeting or at any adjournment or postponement
thereof.
Stockholders may vote electronically or by mail
in accordance with the following:
VOTE BY INTERNET — www.proxyvote.com
Use the Internet to transmit your voting instructions
and for electronic delivery of information. Vote by 5:30 P.M. ET on ____, 2022. Have your proxy card in hand when you access the
web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by
our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically
via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when
prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE — 1-800-690-6903
Use any touch-tone telephone to transmit your voting
instructions. Vote by 5:30 P.M. ET on ___, 2022. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it
in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Your vote is very important.
If you are a registered stockholder, please vote your shares as soon as possible by completing, signing, dating and returning the enclosed
proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other
nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are
represented and voted at the Annual Meeting.
Thank you for your support and continued interest
in our Company.
|
By Order of the Board of Directors, |
|
|
|
/s/ Bin Zhou |
|
Chairman of the Board of Directors |
PLANET GREEN HOLDINGS CORP.
36-10 Union St., 2nd Floor,
Flushing, NY 11345
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON ___, 2022
To the Stockholders of Planet Green Holdings Corp.:
NOTICE IS HEREBY GIVEN that an Annual Meeting of
stockholders (the “Annual Meeting”) of Planet Green Holdings Corp., a Nevada corporation (“we,” “us,”
“our” or the “Company”), will be held at 36-10 Union St., 2nd Floor, Flushing, NY 11345,
on ____, 2022 at 10:00 a.m. Eastern time, and at any reconvened meeting following any adjournment or postponement of the Annual Meeting.
You are cordially invited to attend the Annual Meeting
for the following purposes:
| ● | The Director Election Proposal — to consider
and vote upon a proposal to elect five directors to serve as members of the Board of Directors to hold office until the next annual meeting
of stockholders or until their respective successors have been elected and qualified; |
| ● | The
Authorized Capital Increase Proposal — to approve and adopt a proposal for amendment to the Company’s articles of
incorporation (as amended, the “Charter”) to increase the total number of shares of all classes of stock which the Corporation
has authority to issue to 1,100,000,000 consisting of (a) 1,000,000,000 shares of common stock, par value $0.001 per share (the “Common
Stock”), and (b) 100,000,000 shares of preferred stock, par value $0.001 per share, to be issued from time to time with such rights,
preferences and priorities as the Board of Directors shall designate; |
| ● | The Auditor Ratification Proposal — to ratify
the appointment of WWC, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2022;
and |
| ● | To approve the adjournment of the Annual Meeting to a later
date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the
Annual Meeting, there are not sufficient votes to approve any of the foregoing proposals. |
The notice, this proxy statement and the form of
proxy enclosed are being first sent to our stockholders on or about ___, 2022. Your proxy is revocable in accordance with the procedures
set forth in the proxy statement.
Only holders of the Company’s common stock
at the close of business on ____, 2022 will be entitled to notice of, and to vote at, the Annual Meeting or at any adjournment or postponement
thereof.
Your attention is directed to the proxy statement
accompanying this notice for a more complete description of each of the proposals. We encourage you to read this proxy statement carefully.
If you have any questions or need assistance voting your shares, please call Ms. Lili Hu, our Chief Financial Officer, at (718) 799-0380,
or our transfer agent, Empire Stock Transfer, Inc. at (702) 818-5898.
|
By Order of the Board of Directors, |
|
|
|
/s/ Bin Zhou |
|
Chairman of the Board of Directors |
Flushing, NY
______, 2022
TABLE OF CONTENTS
QUESTIONS AND ANSWERS
The following questions and answers briefly address
some commonly asked questions about the proposals to be presented at the Annual Meeting. The following questions and answers do not include
all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement, including
the annexes and the other documents referred to herein.
| Q: | Why did I receive this proxy statement? |
| A: | This proxy statement is being provided to you in connection
with our Board’s solicitation of proxies for use at the Annual Meeting. As a holder of our common stock as of the close of business
on ___, 2022 (the “Record Date”), you are invited to attend the Annual Meeting and to vote in person or by proxy on
the proposals described in this proxy statement. |
| Q: | What is being voted on at the Annual Meeting? |
| A: | Our Board is soliciting your vote for the following proposals
to be voted on at the Annual Meeting: |
| ● | The Director Election Proposal — To
consider and vote upon a proposal to elect five directors to serve as members of the Board of Directors to hold office until the next
annual meeting of stockholders or until their respective successors have been elected and qualified; |
| ● | The
Authorized Capital Increase Proposal — To approve and adopt a proposal for amendment to the Company’s articles
of incorporation (as amended, the “Charter”) to increase the total number of shares of all classes of stock which the Corporation
has authority to issue to 1,100,000,000 consisting of (a) 1,000,000,000 shares of common stock, par value $0.001 per share (the “Common
Stock”), and (b) 100,000,000 shares of preferred stock, par value $0.001 per share, to be issued from time to time with such rights,
preferences and priorities as the Board of Directors shall designate; |
| ● | The Auditor Ratification Proposal —
To ratify the appointment of WWC, P.C. as our independent registered public accounting firm for the fiscal year ending December 31,
2022; and |
| ● | The Adjournment Proposal — To
approve the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies
if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve any of the foregoing proposals. |
| Q: | Why is the Board proposing the Authorized Capital Increase
Proposal? |
| A: | We are proposing the Authorized Capital Increase Proposal because
it has been the Company’s growth strategy to acquire new business by issuing ordinary shares to the shareholders of potential acquisition
targets. The Company also plans to raise further capital to support potential acquisitions and operations of its existing business. Even
though there is currently no plan or binding agreement to issue any shares or have any contemplated transactions such as acquisitions
or additional financings which would require the issuance of any additional ordinary shares, the Board has determined that it is necessary
to increase the authorized capital in order to facilitate issuance of ordinary issue shares for future acquisition and financing transactions
to support the Company’s growth strategy. |
| Q: | Who is entitled to vote at the Annual Meeting? |
| A: | Holders of common stock as of the Record Date will be entitled
to notice of, and to vote at, the Annual Meeting or any reconvened meeting following any adjournment or postponement of the Annual Meeting. |
| Q: | Do I have dissenters’ rights of appraisal? |
| A: | The Nevada Revised Statutes do not provide dissenters’
rights of appraisal to the Company’s stockholders in connection with any of the proposals herein. |
| Q: | How many votes do I have? |
| A: | On the Record Date, there were 60,081,930 shares of common
stock issued and outstanding. Each stockholder is entitled to one vote for each outstanding share of common stock held as of the Record
Date. |
| Q: | What is the difference between holding shares of common
stock as a holder of record and as a beneficial owner? |
| A: | If your shares are registered directly in your name with
our transfer agent, Empire Stock Transfer, Inc., you are considered, with respect to those shares, the “stockholder of record.”
If you are a stockholder of record, the Company sent this proxy statement and a proxy card directly to you. |
If your shares are held in a stock brokerage account or by
a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold
shares in street name, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect
to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how
to vote your shares by using the voting instruction card included in the mailing or by following their instructions for voting by telephone,
fax, or over the Internet, if they offer that alternative. As a beneficial owner is not a stockholder of record, you may not vote these
shares in person at the Annual Meeting unless you obtain a “legal proxy” from the bank, broker or other nominee that holds
your shares, giving you the right to vote the shares at the Annual Meeting.
| Q: | What is the quorum required for the Annual Meeting? |
| A: | Holders of a majority in voting power of the Company’s
common stock issued and outstanding and entitled to vote at the Annual Meeting, present in person or represented by proxy, constitute
a quorum. In the absence of a quorum, a majority of our stockholders, present in person or represented by proxy, will have the power
to adjourn the Annual Meeting. As of the Record Date, 30,040,966 shares of our common stock would be required to achieve a quorum. |
| A: | You may vote using any of the following methods: |
| ● | Proxy card or voting instruction card. Be sure to
complete, sign and date the card and return it in the prepaid envelope. |
| ● | By telephone, fax, or over the Internet. This is
allowed if you hold shares in street name and your bank, broker or other nominee offers those alternatives. Although most banks, brokers
and other nominees offer these voting alternatives, availability and specific procedures vary. |
| ● | In person at the Annual Meeting. All stockholders
may vote in person at the Annual Meeting. You may also be represented by another person at the Annual Meeting by executing a proper proxy
designating that person. If you hold shares in street name, you must obtain a legal proxy from your bank, broker or other nominee and
present it to the inspector of election with your ballot when you vote at the Annual Meeting. |
Stockholders may vote electronically or by mail in accordance
with the following:
VOTE BY INTERNET — www.proxyvote.com
Use the Internet to transmit your voting instructions and
for electronic delivery of information. Vote by 5:30 P.M. ET on _____, 2022. Have your proxy card in hand when you access the web site
and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company
in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via
e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when
prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE — 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions.
Vote by 5:30 P.M. ET on ___, 2022. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
| Q: | Can I change my vote after I have voted? |
| A: | You may revoke your proxy and change your vote at any time before
the final vote at the Annual Meeting. You may vote again on a later date by signing and returning a new proxy card or voting instruction
form with a later date, or by attending the Annual Meeting and voting in person. Mere attendance at the Annual Meeting will not automatically
revoke your proxy unless you vote in person at the Annual Meeting or specifically request in writing that your prior proxy be revoked. |
| Q: | What happens if I do not give specific voting instructions? |
| A: | If you do not vote your shares held of record (registered directly
in your name, not in the name of a bank or broker), your shares will not be voted. |
If you do not vote your shares held beneficially in street
name with a broker, your broker will not be authorized to vote on non-routine matters. The Director Election Proposal and Authorized Capital
Increase Proposal are considered non-routine matters, and therefore brokers cannot exercise discretionary authority regarding these proposals
for beneficial owners who have not returned proxies to the brokers (so-called “broker non-votes”). The Auditor Ratification
Proposal is considered a routine matter, and therefore brokers can exercise discretionary authority regarding this proposal for beneficial
owners who have not returned proxies to the brokers. If your broker is not able to vote your shares, they will constitute “broker
non-votes,” which are counted for the purposes of determining the presence of a quorum, but otherwise do not affect the outcome
of the foregoing matters being voted on at the Annual Meeting.
| Q: | What vote is required to approve each proposal? |
| A: | The proposal to elect five directors to serve as members of
the Board of Directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected
and qualified requires the affirmative vote of a plurality of the votes cast by shares represented in person or proxy and entitled to
vote for the election of directors. This means that the five nominees receiving the most votes will be elected. You may vote “FOR” all
of the nominees or your vote may be “WITHHELD” with respect to one or more of the nominees. Votes withheld as to
this proposal will not affect the election of the candidates that receive the plurality of the vote. |
The
proposal to approve and adopt a proposal for amendment to approve and adopt a proposal for amendment to the Company’s articles
of incorporation (as amended, the “Charter”) to increase the total number of shares of all classes of stock which the Corporation
has authority to issue to 1,100,000,000 consisting of (a) 1,000,000,000 shares of common stock, par value $0.001 per share (the “Common
Stock”), and (b) 100,000,000 shares of preferred stock, par value $0.001 per share, to be issued from time to time with such rights,
preferences and priorities as the Board of Directors shall designate. This proposal requires
the affirmative “FOR” votes of a majority of the votes cast on this proposal.
The proposal for the ratification of the appointment of WWC,
P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2022 requires the affirmative “FOR”
votes of a majority of the votes cast on this proposal.
| Q: | How are abstentions and broker non-votes treated? |
| A: | For the purpose of determining whether our stockholders have
approved a proposal, with respect to the Director Election Proposal, Authorized Capital Increase Proposal and the Auditor Ratification
Proposal, abstentions and broker non-votes will have no effect on the outcome of these proposals. |
| Q: | Is my vote confidential? |
| A: | We will handle proxy instructions, ballots and voting tabulations
that identify individual stockholders in a manner that protects your voting privacy. Your vote will not be disclosed within or outside
our Company, except: |
| ● | as necessary to meet applicable legal requirements; |
| ● | to allow for the tabulation and certification of votes; and |
| ● | to facilitate a successful proxy solicitation. |
| Q: | Where can I find the voting results of the Annual Meeting? |
| A: | The preliminary voting results may be announced at the Annual
Meeting. The final voting results will be tallied by the inspector of election for the Annual Meeting and announced in a Current Report
on Form 8-K as soon as practicable after the inspector of election tallies the final voting results. |
| Q: | Who is paying the cost of this proxy solicitation? |
| A: | We are paying the cost of soliciting proxies. We may retain
a proxy solicitation firm to assist us in soliciting proxies for a nominal fee plus reasonable out-of-pocket expenses. We must pay brokerage
firms and other persons representing beneficial owners of shares of common stock their reasonable out-of-pocket expenses incurred in
forwarding proxy materials to beneficial owners who specifically request them and obtaining voting instructions from those beneficial
owners. |
In addition to soliciting proxies by mail, members of our
Board and our officers and employees may solicit proxies on our behalf, without additional compensation, personally or by telephone. We
may also solicit proxies by email from stockholders who are our employees or who have previously requested electronic receipt of proxy
materials.
| Q: | What if I have questions for the Company’s transfer
agent? |
| A: | Please contact our transfer agent, at the telephone number or
address listed below, with questions concerning stock certificates, transfer of ownership or other matters pertaining to your stock account. |
Empire Stock Transfer, Inc.
1859 Whitney Mesa Dr.
Henderson, NV 89014
(702) 818-5898
| Q: | Who can help answer my questions? |
| A: | If you have any questions about the Annual Meeting or how to
vote or revoke your proxy, please contact us at: |
Planet Green Holdings Corp.
36-10 Union St., 2nd Floor
Flushing, NY 11345
Attention: Lili Hu
Telephone:(718) 799-0380
THE DIRECTOR ELECTION PROPOSAL
Our Board currently consists of one class of five
directors, with all directors elected to serve a one-year term.
At the Annual Meeting, stockholders are being asked
to re-elect five directors to serve as members of our Board to hold office until the next annual meeting of stockholders or until their
respective successors have been elected and qualified.
Bin Zhou, Lili Hu, Luojie Pu, King Fai Leung and
Yang Cao are the nominees of directors of the Company who are standing for election or re-election at the Annual Meeting.
The table below sets forth the name, age and position
of each nominee for director.
Name |
|
Age |
|
Position |
Bin Zhou |
|
32 |
|
Chairman and Director |
Lili Hu |
|
44 |
|
Director |
Luojie Pu |
|
34 |
|
Director |
King Fai Leung |
|
50 |
|
Director |
Yang Cao |
|
31 |
|
Director |
The following sets forth information regarding each
nominee:
Bin Zhou has served as a director
of the Company since May 2019 and the Chief Executive Officer since October 2019. He has served as chairman of the board of
directors of Xianning Bozhuang since March 2019. Mr. Zhou was the general manager and legal representative of Hubei Qianding
Equipment Manufacturing Co., Ltd., a mechanical equipment manufacturing company, from March 2016 to March 2019. He also served
as supervisor of Hubei Henghao Real Estate Development Co., Ltd., a real estate development company, from April 2014 to June 2018.
Mr. Zhou received his Bachelor of Law degree from National Judges College in Beijing, China. We believe Mr. Zhou is well qualified
to serve on the Board because of his business and management experience.
Lili Hu has served as a director
of the Company since May 2020 and the Chief Financial Officer of the Company since June 2019. She has over ten years of
accounting experience. Ms. Hu has served as the financial director of Xianning Bozhuang Tea Products Co., Ltd., a wholly-owned subsidiary
of the Company, since July 2018. From June 2016 to June 2018, Ms. Hu worked as an audit project manager with Hubei Puhua
Lixin LLP, an audit firm in Hubei, China. From May 2014 to May 2016, Ms. Hu was a financial manager of Houfu Medical Device
Co., Ltd., a medical device company in China. From January 2009 to December 2013, Ms. Hu served as the financial director of
Hebei Rentian Gaopeng Mechanical Co., Ltd., a manufacturing company in China. From January 2006 to June 2008, Ms. Hu was the
Chief Financial Officer of Hubei Hongfa Telecommunications Co., Ltd., a telecommunications company in China. Ms. Hu graduated from Hubei
University of Science and Technology with a major in accounting. Ms. Hu is a Certified Public Accountant in China. We believe Ms. Hu is
well qualified to serve on the Board because of her extensive finance and management experience.
Luojie Pu has served as the vice general
manager of Jinan Hehui financial software service Co., Ltd. since April 2018. From October 2013 to March 2018, Ms. Pu served as an associate
marketing director for Jinan Hengxin Weiye Telecommunication Equipment Co., Ltd. Ms. Pu received her bachelor’s degree in finance
from Shandong University in July 2013. We believe Ms. Pu is well qualified to serve on the Board because of her extensive finance and
management experience.
King Fai Leung has served as a director
of the Company since July 2019. He has over 20 years’ experience in finance and accounting. He has been the executive
director of Maxima Energy Limited, an energy company in Hong Kong, since December 2018. Mr. Leung has also served as an
independent director since November 2017 and was re-designated in March 2019 as an executive director and Chief Financial Officer
of Chineseinvestors.com, Inc., a financial information website for Chinese-speaking investors (OTCQB: CIIX). He has also served as
an independent director, chairman of the audit committee and a member of the remuneration and nomination committee of Daisho Microline
Holdings Ltd., a Hong Kong-based investment holding company principally engaged in the manufacture and sales of printed circuit boards
(HKG: 0567), since June 2015. In addition, Mr. Leung served as directors in various public companies, including Kirin Group
Holdings Limited, an investment holding company principally engaged in the financial related business (HKG: 8109), Biostar Pharmaceuticals,
Inc., a pharmaceutical and medical nutrient products company (OTC Pink: BSPM), and Hao Wen Holdings Limited, an investment holding company
principally engaged in the manufacture and trading of biomass fuel in China (HKG: 8019). Mr. Leung earned his Bachelor of Commerce
in Accounting and Finance from Deakin University in Victoria, Australia. He is a Certified Public Account in both Hong Kong and Australia.
We believe Mr. Leung is well qualified to serve on the Board because of his extensive experience and expertise in finance and accounting.
Yang Cao has served as a director
of the Company since March 2020. She has been practicing commercial law as an attorney with Hubei Kaicheng Law Office since November 2019.
Prior to that, she served as a legal counsel to Xianning High-Tech Industrial Zone, a municipal government authority providing infrastructure
and resources to high-tech companies, from November 2016 to November 2019. From October 2015 to November 2016, Ms. Cao
worked as a compliance officer at Qingdao Inter-Credit Group Wuhan Branch, a business consulting company. Ms. Cao received her LL.B. degree
from Hankou College and an LL.M. degree from Central China Normal University. We believe Ms. Cao is well qualified to serve on the Board
because of her legal and compliance experience.
There are no arrangements or understandings between
any of our directors and any other person pursuant to which any director was selected to serve as a director of our company. Directors
are elected until their successors are duly elected and qualified. There are no family relationships among any of the directors or the
executive officers of the Company.
Director Qualifications and Diversity
We seek directors with established strong professional
reputations and experience in areas relevant to the strategy and operations of our businesses. We seek directors who possess the qualities
of integrity and candor, who have strong analytical skills and who are willing to engage management and each other in a constructive and
collaborative fashion. We also seek directors who have the ability and commitment to devote significant time and energy to service on
the Board and its committees. We believe that all of our directors meet the foregoing qualifications. We do not have a policy with respect
to diversity.
Transactions with Related Persons, Promoters and Certain Control
Persons
Certain “related party” transactions
involving related persons (excluding executive officer compensation which is determined by the compensation committee) are presented to,
reviewed and approved by the audit committee. Related persons include the Company’s directors and executive officers, immediate
family members of the directors and executive officers, and security holders who beneficially own five percent or more of our common stock
and their respective family members. The transactions subject to such review are those transactions in which the Company was or is to
be a participant and the amount involved equals or exceeds $120,000. If the related party involved in a related party transaction is a
director of the Company that would normally review such a transaction or a family member of such a director, then that director will not
participate in the relevant discussion and review.
Information considered in evaluating such transactions
may include: the nature of the related person’s interest in the transaction; the material terms of the transaction; whether the
terms of the transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a related party;
whether there are business reasons for the Company to enter into the transaction; whether the transaction would impair the independence
of an outside director; and whether the transaction would present an improper conflict of interests for any director or executive officer
of the Company, taking into account the size of the transaction, the overall financial position of the director, executive officer or
related party, the direct or indirect nature of the director’s, executive officer’s or related party’s interest in the
transaction and the ongoing nature of any proposed relationship; and any other factors the audit committee deems relevant.
Review, Approval or Ratification of Transactions with Related Persons
Our Board appointed an audit committee consisting
of independent directors. This committee, among other duties, is charged to review, and if appropriate, ratify all agreements and transactions
which had been entered into with related parties, as well as review and ratify all future related party transactions.
Vote Required
If a quorum is present, directors are elected by
a plurality of the votes cast, in person or by proxy. This means that the five nominees will be elected if they receive more affirmative
votes than any other nominee for the same position. Votes marked “FOR” a nominee will be counted in favor of that nominee.
Proxies will have full discretion to cast votes for other persons in the event any nominee is unable to serve. Failure to vote by proxy
or to vote in person at the Annual Meeting and broker non-votes will have no effect on the vote since a plurality of the votes cast is
required for the election of each nominee.
Recommendation of the Board
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE FIVE NOMINEES TO THE BOARD.
AUTHORIZED SHARES INCREASE PROPOSAL
The Board of Directors is requesting that its shareholders
to approve and adopt a proposal for amendment to the Company’s articles of incorporation (as amended, the “Charter”)
to increase the total number of shares of all classes of stock which the Corporation has authority to issue to 1,100,000,000 consisting
of (a) 1,000,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and (b) 100,000,000 shares of
preferred stock, par value $0.001 per share, to be issued from time to time with such rights, preferences and priorities as the Board
of Directors shall designate.
Reasons for the Proposal
We are proposing the Authorized Capital Increase
Proposal because it has been the Company’s growth strategy to acquire new business by issuing new shares to the shareholders of
potential acquisition targets. The Company also plans to raise further capital to support potential acquisitions and operations of its
existing business.
As a result, although it does not currently have
plans or binding agreements to issue any ordinary shares or have any contemplated transactions such as acquisitions or additional financings
which would require the issuance of any additional ordinary shares, the Board of Directors of the Company believes that the Company should
have additional ordinary shares authorized for future possible events such as acquisitions or financings or for stock dividends or stock
splits which may be undertaken in the future.
Vote Required
In the case of the Authorized Share Increase Proposal,
approval requires an ordinary resolution of the affirmative vote of at least a majority of the votes cast by the holders of the ordinary
shares present in person or represented by proxy at the Annual Meeting and entitled to vote.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE
“FOR” THE APPROVAL OF THE AUTHORIZED SHARE INCREASE PROPOSAL.
THE AUDITOR RATIFICATION PROPOSAL
The Audit Committee of our Board is responsible
for the selection of our independent registered public accounting firm. The Audit Committee has determined to appoint the public accounting
firm of WWC, P.C., Certified Public Accountants, as independent registered public accounting firm to audit our financial statements for
the fiscal year ending December 31, 2022. Although our Audit Committee is directly responsible for selecting and retaining our independent
auditor and even though ratification is not required by our bylaws, the Board is submitting the selection of WWC, P.C. to our stockholders
for ratification as a matter of good corporate practice and we are asking our stockholders to approve the appointment of WWC, P.C. In
the event our stockholders fail to ratify the appointment, the Audit Committee may reconsider this appointment.
The Company has been advised by WWC, P.C. that neither
the firm nor any of its associates had any relationship with the Company other than the usual relationship that exists between independent
registered public accountant firms and their clients during the last fiscal year. A representative of WWC, P.C., is expected to be present
in person or by electronic conferencing at the Annual Meeting, and will be afforded an opportunity to make a statement at the Annual Meeting
if the representative desires to do so. It is also expected that such representative will be available at the Annual Meeting to respond
to appropriate questions by stockholders.
Independent Registered Public Accounting Firm’s Fees
The following table sets forth the aggregate fees
billed by WWC, P.C. for audit and non-audit services rendered to us in 2021 and 2020. These fees are categorized as audit fees, audit-related
fees, tax fees, and all other fees. The nature of the services provided in each category is described following the table.
| |
2021 | | |
2020 | |
Audit Fees | |
$ | 665,000 | | |
$ | 195,000 | |
Audit-Related Fees | |
| — | | |
| — | |
Tax Fees | |
| — | | |
| — | |
Total Fees | |
| 665,000 | | |
| 195,000 | |
Audit Fees. We paid
aggregate fees of $665,000 and $195,000for the fiscal years ended December 31, 2021 and 2020, respectively, to WWC, P.C for
professional services rendered by such firm for the audit and review of the financial statements included in our annual report on Form 10-K
and for the review of the financial statements included in our quarterly reports on Form 10-Q.
Audit-Related Fees. We paid aggregate
fees of $0 and $0 for the fiscal years ended December 31, 2021 and 2020, respectively, to WWC, P.C.
Tax Fees. We paid aggregate fees
of $0 and $0 for the fiscal years ended December 31, 2021 and 2020, respectively, to WWC, P.C. for professional services rendered
for tax compliance, tax advice and tax planning. No tax services were provided by WWC, P.C. during such periods.
All Other Fees. We did not pay
any fees to WWC, P.C. for any other professional services during the fiscal years ended December 31, 2021 and 2020.
Board of Directors Pre-Approval Policies and Procedures
The Audit Committee has the sole authority to review
in advance and grant any pre-approvals of (i) all auditing services to be provided by the independent auditor, (ii) all significant
non-audit services to be provided by the independent auditors as permitted by Section 10A of the Exchange Act, and (iii) all
fees and the terms of engagement with respect to such services, except that the Audit Committee may delegate the authority to pre-approve
non-audit services to one or more of its committee members who will present his decisions to the full Audit Committee at the first meeting
following such decision. All audit and non-audit services performed by WWC, P.C. during fiscal years 2021 and 2020 were pre-approved
pursuant to the procedures outlined above. Prior to the establishment of the Audit Committee, all services of the independent auditors
were approved by the full board of directors.
Vote Required
The affirmative vote of a majority of the votes
cast on the matter is required to ratify the appointment of WWC, P.C. as our independent registered public accounting firm for the fiscal
year ending December 31, 2022. Abstentions will not affect the outcome of the vote on the proposal.
Recommendation of the Board
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF WWC, P.C. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.
THE ADJOURNMENT PROPOSAL
The adjournment proposal, if adopted, will request
the chairman of the Annual Meeting (who has agreed to act accordingly) to adjourn the Annual Meeting to a later date or dates to permit
further solicitation of proxies. The adjournment proposal will only be presented to our stockholders in the event, based on the tabulated
votes, there are not sufficient votes at the time of the Annual Meeting to approve the other proposals in this proxy statement. If the
adjournment proposal is not approved by our stockholders, the chairman of the meeting shall not adjourn the Meeting to a later date in
the event, based on the tabulated votes, there are not sufficient votes at the time of the Meeting to approve any of the other proposals.
Required Vote
If a majority of the shares present in person or
by proxy and voting on the matter at the Annual Meeting vote for the adjournment proposal, the chairman of the Annual Meeting will exercise
his or her power to adjourn the meeting as set out above.
Recommendation
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” THE ADJOURNMENT OF THE ANNUAL MEETING TO A LATER DATE OR DATES TO PERMIT FURTHER SOLICITATION OF PROXIES.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Under Rule 13d-3, a beneficial owner of a security
includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:
(i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes
the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person
(if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially
owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the
date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is
deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.
The following table sets forth information known
to us regarding the actual beneficial ownership of our common stock as of the Record Date by (i) each person who is the beneficial
owner of more than 5% of the outstanding shares of our common stock and (ii) each of our current executive officers and directors.
Unless otherwise indicated, we believe that all persons
named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them.
Name of Beneficial Owner(1) | |
Number of Shares Beneficially Owned | | |
Percentage of Class | |
Officers and Directors: | |
| | |
| |
Bin Zhou | |
| 4,262,000 | | |
| 7.06 | % |
Lili Hu | |
| — | | |
| — | |
Chao Chen | |
| — | | |
| — | |
King Fai Leung | |
| — | | |
| — | |
Yang Cao | |
| — | | |
| — | |
Directors and officers as a group (5 persons) | |
| 4,262,000 | | |
| 7.06 | % |
Other 5% Holders | |
| | | |
| | |
Bochuang (Hubei) New Energy Co., Ltd. | |
| 5,000,000 | | |
| 8.32 | % |
Hubei Yunhong Trading Co., Ltd. | |
| 5,000,000 | | |
| 8.32 | % |
Xiaodong Cai | |
| 4,800,000 | | |
| 7.98 | % |
CORPORATE GOVERNANCE
Board Meetings
During the fiscal year ended December 31, 2021,
the Board held nine meetings. Each of the current members of the Board attended at least 100% of the meetings held by the Board and any
committee of the Board on which he or she was a part of during the time such director served as a member of the Board. We have no written
policy regarding director attendance at annual meetings of stockholders.
Director Independence
The Board evaluates the independence of each nominee
for election as a director in accordance with the NYSE American Company Guide Rules (the “NYSE American Company Guide Rules”).
Pursuant to these rules, a majority of our Board must be “independent directors” within the meaning of the NYSE American Company
Guide Rules, and all directors who sit on our Audit Committee and Compensation Committee must also be independent directors.
The NYSE American definition of “independence”
includes a series of objective tests, such as the director or director nominee is not, and was not during the last three years, our
employee and has not received certain payments from, or engaged in various types of business dealings with, us. In addition, as further
required by the NYSE American Company Guide Rules, the Board has made a subjective determination as to each independent director that
no relationships exist which, in the opinion of the Board, would interfere with such individual’s exercise of independent judgment
in carrying out his or her responsibilities as a director. In making these determinations, the Board reviewed and discussed information
provided by the directors with regard to each director’s business and personal activities as they may relate to us and our management.
As a result, the Board has affirmatively determined
that other than Bin Zhou and Lili Hu, none of our directors or director nominees has, or will have, a material relationship with the Company.
The Board has also affirmatively determined that all members of our Audit Committee and Compensation Committee are independent directors.
Audit Committee and Audit Committee Financial Expert
The Audit Committee assists our board in monitoring:
| ● | our accounting, auditing, and financial reporting processes; |
| ● | the integrity of our financial statements; |
| ● | internal controls and procedures designed to promote our compliance
with accounting standards and applicable laws and regulations; and |
| ● | the appointment and evaluation of the qualifications and
independence of our independent auditors. |
King Fai Leung, Yang Cao and Chao Chen, all of whom
are independent directors under SEC rules and the rules of NYSE American, are currently serving as members of the Audit Committee. Mr. Leung
is the chairman of the Audit Committee and is our audit committee financial expert. Following the Annual Meeting, if the stockholders
vote in favor of the Board’s recommendation, King Fai Leung, Yang Cao and Luojie Pu will serve as members of the Audit Committee.
Mr. King Fai Leung will continue to serve as the chairman of the Audit Committee.
The Audit Committee has adopted a written charter,
a copy of which is available on our website on the Corporate Governance page under the Investor link at www.planetgreenholdings.com,
and a printed copy of which is available to any stockholder requesting a copy by writing to: Planet Green Holdings Corp., c/o Board of
Director Office, 36-10 Union St. 2nd Floor, Flushing, NY 11345. During the fiscal year ended December 31, 2021,
our Audit Committee held four meetings.
Compensation Committee
The functions of the Compensation Committee are as
follows:
| ● | to assist our board in discharging its responsibilities with
respect to compensation of our executive officers and directors; |
| ● | to evaluate the performance of our executive officers; |
| ● | to assist our board in developing succession plans for executive
officers; and |
| ● | to administer our stock and incentive compensation plans
and recommend changes in such plans to our board as needed. |
The current members of the Compensation Committee
are Chao Chen, King Fai Leung and Yang Cao. Ms. Chen is the chairperson of the Compensation Committee. Following the Annual Meeting,
if the stockholders vote in favor of the Board’s recommendation, Luojie Pu, King Fai Leung and Yang Cao will serve as members of
the Compensation Committee. Luojie Pu will serve as the chairperson of the Compensation Committee.
All current members of the Compensation Committee
are independent directors, and all past members were independent directors at all times during their service on such Committee. None of
the past or present members of our Compensation Committee are present or past employees or officers of the Company or any of our subsidiaries.
No member of the Compensation Committee has had any relationship with us requiring disclosure under Item 404 of Regulation S-K. None
of our executive officers serves on the Board or compensation committee of a company that has an executive officer that serves on our
Board or Compensation Committee.
The Compensation Committee may not delegate its responsibilities
to another committee, individual director or member of management.
The Compensation Committee meets on an annual basis
and holds special meetings as needed. The Compensation Committee meetings may be called by the Committee chairperson, the Chairman of
the Board or a majority of committee members. The Chief Executive Officer and Chief Financial Officer also provide recommendations to
the Compensation Committee relating to compensation of other executive officers. The Compensation Committee held two meetings in fiscal
year ended December 31, 2021.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee
assists the Board in identifying individuals qualified to become our directors and in determining the composition of the Board and its
committees. The Nominating and Corporate Governance Committee is responsible for, among other things:
| ● | to make recommendations to the Board with respect to the size
and composition of the Board; |
| ● | to make recommendations to the Board on the minimum qualifications
and standards for director nominees and the selection criteria for the Board members; |
| ● | to review the qualifications of potential candidates for the Board; |
| ● | to make recommendations to the Board on nominees to be elected
at the Annual Meeting of stockholders; and |
| ● | to seek and identify a qualified director nominee, in the event
that a director vacancy occurs, to be recommended to the Board for either appointment by the Board to serve the remainder of the term
of a director position that is vacant or election at the Annual Meeting of the stockholders. |
The current members of the Nominating and Corporate
Governance Committee are Yang Cao, Chao Chen and King Fai Leung. Ms. Yang Cao is the chairperson of the Nominating and Corporate Governance
Committee. Following the Annual Meeting, if the stockholders vote in favor of the Board’s recommendation, Yang Cao, Luojie Pu and
King Fai Leung will serve as members of the Nominating and Corporate Governance Committee. Ms. Cao will continue to serve as the chairperson
of the Nominating and Corporate Governance Committee.
During the fiscal year ended December 31, 2021,
our Nominating and Corporate Governance Committee held two meetings.
Board Leadership Structure
Mr. Bin Zhou currently holds both the positions
of Chief Executive Officer and Chairman of the Board. The board of directors believes that Mr. Zhou’s service as both Chief
Executive Officer and Chairman of the Board has been in the best interests of the Company and its stockholders. Mr. Zhou possesses
detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company and its business and is thus best positioned
to develop agendas that ensure that the board’s time and attention are focused on the most critical matters. His combined role enables
decisive leadership, ensures clear accountability, and enhances the Company’s ability to communicate its message and strategy clearly
and consistently to the Company’s stockholders, employees, customers and suppliers.
We do not have a lead independent director because
of the foregoing reasons and also because we believe our independent directors are encouraged to freely voice their opinions on our relatively
small company board. We believe this leadership structure is appropriate because we are a smaller reporting company that recently became
listed on a public exchange; as such, we have deemed it appropriate to be able to benefit from the guidance of Mr. Zhou as both our
Chief Executive Officer and Chairman of the Board.
Board Role in Risk Oversight
Senior management is responsible for assessing and
managing our various exposures to risk on a day-today basis, including the creation of appropriate risk management programs and policies.
The Board is responsible for overseeing management in the execution of its responsibilities and for assessing our approach to risk management.
In addition, an overall review of risk is inherent in the Board’s consideration of our long-term strategies and in the transactions
and other matters presented to the Board, including capital expenditures, acquisitions and divestitures, and financial matters.
Code of Ethics
Our Board adopted a Code of Ethics that applies to
all of our directors, executive officers, including our principal executive officer, principal financial officer and principal accounting
officer, and employees. The Code of Ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance
with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on
inside information, and reporting of violations of the code. The Code of Ethics is available on the Corporate Governance page of our website
under the Investor link at www.planetgreenholdings.com, and a copy of the Code of Ethics is available to any stockholder requesting
a copy by writing to: Planet Green Holdings Corp., c/o Board of Director Office, 36-10 Union St. 2nd Floor, Flushing,
NY 11345. We intend to disclose on our website, in accordance with all applicable laws and regulations, amendments to, or waivers
from, our Code of Ethics.
Stockholder Communications with the Board
Stockholders who wish to do so may communicate directly
with the Board or specified individual directors by writing to:
Board of Directors (or name of individual director)
Planet Green Holdings Corp.
36-10 Union St. 2nd Floor,
Flushing, NY 11345
We will forward all communications from security
holders and interested parties to the full Board, to non-management directors, to an individual director that is most closely related
to the subject matter of the communication, except for the following types of communications: (i) communications that advocate that
we engage in illegal activity; (ii) communications that, under community standards, contain offensive or abusive content; (iii) communications
that have no relevance to our business or operations; and (iv) mass mailings, solicitations and advertisements. The corporate secretary
will determine when a communication is not to be forwarded. Our acceptance and forwarding of communications to directors does not imply
that directors owe or assume any fiduciary duties to persons submitting the communications.
REPORT OF THE AUDIT COMMITTEE
The members of the Audit Committee have been appointed
by the Board. The Audit Committee consists solely of independent directors, as defined by NYSE American Company Guide. The Audit Committee
operates under a written charter to assure continued compliance with SEC and NYSE American Company Guide enacted in response to requirements
of the Sarbanes-Oxley Act.
The Audit Committee assists the Board in monitoring
the integrity of our financial statements, the independent registered public accounting firm’s qualifications and independence,
the performance of the independent registered public accounting firm, and our compliance with legal and regulatory requirements. Management
is responsible for our internal controls and the financial reporting process. The independent registered public accounting firm is responsible
for performing an independent audit of our financial statements in accordance with generally accepted auditing standards and for issuing
a report on those financial statements. The Audit Committee monitors and oversees these processes.
In this context, the Audit Committee has reviewed
and discussed the audited financial statements for the year ended December 31, 2021 with management and with WWC, P.C., our independent
registered public accounting firm. The Audit Committee has discussed with WWC, P.C. the matters required to be discussed by Statement
on Auditing Standards No. 61, as amended (Communications with Audit Committees) as adopted by The Public Company Accounting Oversight
Board in Rule 3200T, which includes, among other items, matters related to the conduct of the audit of the Company’s annual
financial statements.
The Audit Committee has also received the written
disclosures and the letter from WWC, P.C. required by applicable requirements of the Public Company Accounting Oversight Board regarding
the independent registered public accountant’s communications with the Audit Committee concerning independence and has discussed
with WWC, P.C. the issue of their independence from our company and management. In addition, the Audit Committee has considered whether
the provision of non-audit services by the independent registered public accounting firm in 2021 is compatible with maintaining the auditors’
independence and has concluded that it is.
Based on its review of the audited financial statements
and the various discussions noted above, the Audit Committee recommended to the Board that the audited financial statements be included
in our Annual Report on Form 10-K for the year ended December 31, 2021. The Audit Committee has also recommended, subject to
stockholder ratification, the selection of our independent registered public accounting firm for the year ending December 31, 2022.
Respectfully submitted by the Audit Committee,
King Fai Leung, Chairman
Luojie Pu
Yang Cao
The information contained in this Audit Committee
Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information
be incorporated by reference into any filings under the Securities Act or under the Exchange Act, except to the extent that we specifically
incorporate this information by reference into any such filing.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning
all forms of compensation earned by our named executive officers during the fiscal years ended December 31, 2021 and 2020 for
services provided to us and our subsidiaries. [None of our current executive officers earned compensation that exceeded $100,000 during
the fiscal years ended December 31, 2021 or 2020.
Name and Principal Position | |
Year | | |
Salary | | |
Bonus | | |
Stock
Awards | | |
Option
Awards | | |
All Other
Compensation | | |
Total | |
(a) | |
(b) | | |
(c) | | |
(d) | | |
(e) | | |
(f) | | |
(g) | | |
(h) | |
Bin Zhou, | |
2021 | | |
$ | 96,000 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 96,000 | |
Chairman, Chief Executive Officer and Director | |
2020 | | |
$ | 96,000 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 96,000 | |
| |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Lili Hu, | |
2021 | | |
$ | 84,000 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 84,000 | |
Chief Financial Officer and Director | |
2020 | | |
$ | 84,000 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 84,000 | |
| |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
King Fai Leung, | |
2021 | | |
$ | 21,600 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 21,600 | |
Director | |
2020 | | |
$ | 21,600 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 21,600 | |
| |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Chao Chen, | |
2021 | | |
$ | 24,000 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 24,000 | |
Director | |
2020 | | |
$ | 24,000 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 24,000 | |
| |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Yang Cao, | |
2021 | | |
$ | 24,000 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 24,000 | |
Director | |
2020 | | |
$ | 24,000 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 240,000 | |
On May 14 and October 25, 2019, the Board
appointed Bin Zhou as a member of the Board and the Chief Executive Officer, respectively. On October 25, 2019, Company entered into an
employment with Bin Zhou, and the employment was renewed on October 25, 2020, October 25, 2021 and October 25, 2022. Under the terms of
the agreement, the term of employment was for one-year term, with successive annual renewals unless either party elects not to renew the
agreement upon 60 days prior notice. Pursuant to the agreement, Mr. Zhou is retained as the Chief Executive Officer and reports to the
Board of Directors. Mr. Zhou’s base salary is determined on an annual basis and it is $96,000. In the current calendar year, Mr.
Zhou receives a base salary of $96,000. Mr. Zhou is entitled to participate in all compensation and benefit plans available to all employees
of the Company, including health plans, pension, savings and similar plans and stock based equity plans. No stock based compensation was
paid or reserved during the last fiscal year. The agreement may be terminated by the Company for cause, which includes willful and gross
misconduct, an act of fraud or embezzlement or the commission of a felony. In the event the Company terminates his employment for cause,
Mr. Zhou s entitled to his accrued salary to the date of termination. In the event Mr. Zhou’s employment is terminated by him for
good reason or by the Company without cause, Mr. Zhou will be entitled to receive any accrued bases salary, any vested stock options or
awards and an additional three (3) months’ salary. The agreement also provides for a two-year period of non-competition following
termination of Mr. Zhou’s employment. Further, the agreement included provisions whereby Mr. Zhou relinquished to the Company all
intellectual property created during his employment.
On June 24, 2019, the Board appointed Lili Hu to
serve as the Chief Financial Officer. Pursuant to the employment agreement with Ms. Hu, we are obligated to pay Ms. Hu a compensation
of $48,000 per year. The employment agreement has been renewed on June 24, 2020, June 24, 2021, and June 24, 2022, where the annual salary
was increased to $84,000. In the calendar year 2020, Ms. Hu received $63,000 in total. In the calendar year 2021, Ms. Hu received a base
salary of $84,000. In the current calendar year, Ms. Hu receives a base salary of [$84,000]. Ms. Hu is entitled to participate in all
compensation and benefit plans available to all employees of the Company, including health plans, pension, savings and similar plans and
stock based equity plans. No stock based compensation was paid or reserved during the last fiscal year. The agreement may be terminated
by the Company for cause, which includes willful and gross misconduct, an act of fraud or embezzlement or the commission of a felony.
In the event the Company terminates his employment for cause, Ms. Hu is entitled to his accrued salary to the date of termination.
In the event Ms. Hu’s employment is terminated by her for good reason or by the Company without cause, Ms. Hu will be entitled to
receive any accrued bases salary, any vested stock option or awards and an additional three (3) months’ salary. The agreement also
provides for a two-year period of non-competition following termination of Ms. Hu’s employment. Further, the agreement included
provisions whereby Ms. Hu relinquished to the Company all intellectual property created during her employment.
On April 25, 2019, the Board appointed Chao
Chen to serve as the Director. Pursuant to the service agreement with Ms. Chen, we are obligated to pay Ms. Chen a compensation of $24,000
per year.
On July 1, 2019, the Board appointed King Fai
Leung to serve as the Director. Pursuant to the service agreement with Mr. Leung, we are obligated to pay Mr. Leung a compensation
of $21,600 per year.
On March 19, 2020, the Board appointed Yang
Cao to serve as the Director. Pursuant to the service agreement with Ms. Cao, we are obligated to pay Ms. Cao a compensation of $24,000
per year.
STOCKHOLDER PROPOSALS
We anticipate that the 2022 annual meeting of stockholders
will be held on or about ___, 2022. For any proposal to be considered for inclusion in our proxy statement and form of proxy for submission
to the stockholders at our 2022 Annual Meeting of Stockholders, it must be submitted in writing and comply with the requirements of Rule 14a-8
of the Exchange Act. Such proposals must be received before ____, 2022 by the Company at its offices at 36-10 Union St. 2nd
Floor, Flushing, NY 11345.
PROXY SOLICITATION
The solicitation of proxies is made on behalf of
the Board and we will bear the cost of soliciting proxies. The transfer agent and registrar for our common stock, Empire Stock Transfer,
Inc., as a part of its regular services and for no additional compensation other than reimbursement for out-of-pocket expenses, has been
engaged to assist in the proxy solicitation. Proxies may be solicited through the mail and through telephonic communications to, or by
meetings with, stockholders or their representatives by our directors, officers and other employees who will receive no additional compensation
therefor. We may also retain a proxy solicitation firm to assist us in obtaining proxies by mail, facsimile or email from record and beneficial
holders of shares for the Annual Meeting. If we retain a proxy solicitation firm, we expect to pay such firm reasonable and customary
compensation for its services, including out-of-pocket expenses.
We request persons such as brokers, nominees and
fiduciaries holding our common stock in their names for others, or holding stock for others who have the right to give voting instructions,
to forward proxy materials to their principals and to request authority for the execution of the proxy. We will reimburse such persons
for their reasonable expenses.
DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS
Only one copy of this proxy statement is being delivered
to multiple registered stockholders who share an address unless we have received contrary instructions from one or more of the stockholders.
A separate form of proxy and a separate notice of the Annual Meeting are being included for each account at the shared address. Registered
stockholders who share an address and would like to receive a separate copy of this proxy statement, or have questions regarding the householding
process, may contact the Company’s transfer agent: Empire Stock Transfer, Inc., by calling (702) 818-5898, or by forwarding
a written request addressed to Empire Stock Transfer, Inc., 1859 Whitney Mesa Dr, Henderson, NV 89014. Promptly upon request, a separate
copy of this proxy statement will be sent. By contacting Empire Stock Transfer, Inc., registered stockholders sharing an address can also
(i) notify the Company that the registered stockholders wish to receive separate proxy statements and/or Notices of Internet Availability
of Proxy Materials, as applicable, in the future or (ii) request delivery of a single copy of annual reports to stockholders, proxy
statements and/or Notices of Internet Availability of Proxy Materials, as applicable, in the future if registered stockholders at the
shared address are receiving multiple copies.
Many brokers, brokerage firms, broker/dealers, banks
and other holders of record have also instituted “householding” (delivery of one copy of materials to multiple stockholders
who share an address). If your family has one or more “street name” accounts under which you beneficially own shares of our
common stock, you may have received householding information from your broker, brokerage firm, broker/dealer, bank or other nominee in
the past. Please contact the holder of record directly if you have questions, require additional copies of this proxy statement or wish
to revoke your decision to household and thereby receive multiple copies. You should also contact the holder of record if you wish to
institute householding.
OTHER MATTERS
Our Board does not intend to bring any other matters
before the Annual Meeting. However, in the event that any other matters properly come before the Annual Meeting, the persons named in
the enclosed proxy will vote said proxy in accordance with their judgment in said matters.
Where You Can Find More Information
We file annual, quarterly and other reports and information
with the SEC. All information filed with the SEC can be inspected over the internet at the SEC’s website at www.sec.gov.
We distribute to our stockholders annual reports containing financial statements audited by our independent registered public accounting
firm and, upon request, quarterly reports for the first three quarters of each fiscal year containing unaudited financial information.
In addition, the reports and other information are filed through Electronic Data Gathering, Analysis and Retrieval (known as “EDGAR”)
system and are publicly available on the SEC’s website at http://www.sec.gov. We will provide without charge to you,
upon written or oral request, a copy of the reports and other information filed with the SEC.
Any requests for copies of information, reports or
other filings with the SEC should be directed to Planet Green Holdings Corp., 36-10 Union St. 2nd Floor, Flushing, NY 11345,
Attn: Investor Relations.
PLANET GREEN HOLDINGS CORPORATION
36-10 Union St., 2nd Floor,
Flushing, NY 11345
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held at 10 a.m., Eastern United States
time on ____, 2022
(Record Date - ____, 2022)
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
The undersigned hereby appoints
Bin Zhou, as the proxy of the undersigned, with full power to appoint his substitute, and hereby authorizes him to represent and to vote
all the ordinary shares of Planet Green Holdings Corporation, which the undersigned is entitled to vote, as specified below on this card,
at the Annual Meeting of Shareholders of Planet Green Holdings Corporation, on ___, 2022, at 10:00 am Eastern United States time (the
“Annual Meeting”) in person at Planet Green Holdings Corporation’s offices located at 36-10 Union St., 2nd
Floor, Flushing, NY 11345.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
THE RECOMMENDATION OF THE BOARD OF DIRECTORS FOR EACH OF THE PROPOSALS. This proxy authorizes the above designated proxy to vote
in his discretion on such other business as may properly come before the meeting or any adjournments or postponements thereof to the extent
authorized by Rule 14a-4(c) promulgated under the Securities Exchange Act of 1934, as amended.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
YOU VOTE “FOR ALL”
FOR PROPOSAL 1 AND “FOR” FOR PROPOSALS 2 AND 3 SET FORTH BELOW.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK
PROPOSAL 1: To elect the nominees
listed in the Proxy Statement to the Company’s Board of Directors.
NOMINEES:
Bin Zhou |
|
Lili Hu |
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Luojie Pu |
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King Fai Leung |
|
Yang Cao |
For All |
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Withhold All |
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For All Except |
☐ |
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☐ |
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☐ |
INSTRUCTION: |
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To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the box next to each nominee you wish to withhold, as shown here: |
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______________________
______________________
______________________
PROPOSAL 2: To
increase the total number of shares of all classes of stock which the Corporation has authority to issue to 1,100,000,000 consisting
of (a) 1,000,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and (b) 100,000,000 shares of
preferred stock, par value $0.001 per share, to be issued from time to time with such rights, preferences and priorities as the Board
of Directors shall designate
For |
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Against |
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Abstain |
☐ |
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☐ |
|
☐ |
PROPOSAL 3: To ratify the appointment
of WWW, P.C., as the Company’s independent registered public accounting firm for the 2022 fiscal year:
For |
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Against |
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Abstain |
☐ |
|
☐ |
|
☐ |
PROPOSAL 4: To direct the chairman
of the Meeting to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based
upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve any of the foregoing proposals;
For |
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Against |
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Abstain |
☐ |
|
☐ |
|
☐ |
Please
indicate if you intend to attend this meeting ☐ YES ☐ NO
Signature of Shareholder: |
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____________________________ |
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Date: |
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______________, 2022 |
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Name shares held in (Please print): |
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Account Number (if any): |
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____________________ |
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____________________________ |
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No. of Shares Entitled to Vote: |
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Stock Certificate Number(s): |
|
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_______________________ |
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_________________________ |
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Note: |
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Please sign exactly as your name or names appear in the Company’s stock transfer books. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. |
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If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. |
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If the signer is a partnership, please sign in partnership name by authorized person. |
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Please provide any change of address information in the spaces below in order that we may update our records: |
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Address: |
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__ ____________________________________________________ |
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