Item 1.01 Entry Into A Material Definitive Agreement.

On December 9, 2021, Planet Green Holdings Corp. (the "Company") and Jiayi Technologies (Xianning) Co., Ltd. (the "Subsidiary"), a subsidiary of the Company, entered into a Share Exchange Agreement (the "Share Exchange Agreement") with Shandong Yunchu Supply Chain Co., Ltd. ("Target"), and each of shareholders of the Target (collectively, the "Sellers"), pursuant to which, among other things and subject to the terms and conditions contained therein, the Subsidiary agreed to effect an acquisition of the Target by acquiring from the Sellers 100% of the outstanding equity interests of the Target (the "Acquisition"). The target is a regional leading beef products importer and distributor in China.

Pursuant to the Share Exchange Agreement, in exchange for the acquisition of 100% of the outstanding equity interests of Target, the Company issued an aggregate of 5,900,000 shares of common stock, par value $0.001 per share, of the Company (the "Exchange Shares") to the Sellers. At the closing of the Acquisition, the Company entered into a lock-up agreement with the Sellers with respect to the Exchange Shares, pursuant to which the Sellers agreed, subject to certain exceptions, not to transfer the Exchange Shares, or publicly disclose the intention to do so, from the closing of the Acquisition until the first anniversary of the closing (the "Lock-Up Agreement").

The Share Exchange Agreement contains customary representations and warranties made by the Company, on the one hand, and Target and the Sellers on the other hand, made solely for the benefit of the other, which in certain cases are subject to specified exceptions and qualifications contained in the Share Exchange Agreement or in information provided pursuant to certain disclosure schedules to the Share Exchange Agreement.

At the closing of the Acquisition, the Sellers and certain individuals that are involved in the management of Target (the "Subject Parties") entered into a non-competition and non-solicitation agreement (the "Non-Competition Agreement") in favor of the Company, relating to the post-acquisition business of the Company in the operations of importation and distribution of beef products (the "Business") anywhere in the Peoples' Republic of China (the "Territory"). Pursuant to the Non-Competition Agreement, subject to certain exceptions, for a period of four years from the closing of the Acquisition, each Subject Party and his/her affiliates will not, without prior written consent of the Company, anywhere in the Territory, directly or indirectly engage in (or own, manage, finance or control, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, advisor or representative of, an entity that engages in) the Business.

The foregoing descriptions of the Share Exchange Agreement, the Lock-Up Agreement and the Non-Competition Agreement do not purport to be complete and are subject to, and are qualified in their entirety by, the full text of those agreements, which are filed herewith as Exhibits 10.1, 10.2, and 10.3 and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above relating to the issuance of the securities in the Acquisition is incorporated herein by reference. The issuance of the securities was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The Target has three shareholders, who are all located in the People's Republic of China.

Item 7.01 Regulation FD Disclosure

On December 9, 2021, the Company issued a press release announcing the Acquisition. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities, nor shall it be deeded to be incorporated by reference in any filing under the Securities Act or Exchange Act.





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Item 9.01 Financial Statements and Exhibits.





  (a) The financial statements required by this Item 9.01(a) will be filed by
      amendment to this Current Report on Form 8-K no later than 71 days after the
      date of this Current Report.




  (b) The pro forma financial information required by this Item 9.01(b) will be
      filed by amendment to this Current Report on Form 8-K no later than 71 days
      after the date of this Current Report.




  (d) Exhibits.




Exhibit No.   Description
10.1*           Share Exchange Agreement, dated as of November 30, 2021, by and among
              Planet Green Holdings Corp., Shandong Yunchu Supply Chain Co., Ltd. and
              sellers named therein
10.2            Form of Lock-Up Agreement
10.3            Form of Non-Competition and Non-Solicitation Agreement
99.1            Press Release, dated December 9, 2021
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

* The exhibits and schedules to this Exhibit have been omitted in accordance with

Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally

a copy of all omitted exhibits and schedules to the Securities and

Exchange Commission upon its request.






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