Item 1.01 Entry Into A Material Definitive Agreement.
On March 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 Jilin
Chuangyuan Chemical 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 75% of the outstanding equity interests of the Target (the “Acquisition”).
The target is engaged in researching, developing and manufacturing formaldehyde, urea formaldehyde adhesive, methylal and clean
fuel products and selling such products in China. On March 10, 2021, the Company closed the Acquisition.
Pursuant to the Share
Exchange Agreement, in exchange for the acquisition of 75% of the outstanding equity interests of Target, the Company issued an
aggregate of 3,300,000 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 manufacturing and selling formaldehyde,
urea formaldehyde adhesive, methylal and clean fuel 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.
In connection with
the closing of the Acquisition, the Subsidiary entered into a number of agreements with the Target which are customary for variable
interest entities, copies of which are filed herewith as Exhibits 10.4 through 10.8, respectively.