Statement of Beneficial Ownership (sc 13d)
October 26 2018 - 4:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
PLANET GREEN HOLDINGS
CORP.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title
of Class of Securities)
72703U 102
(CUSIP Number)
Yimin Jin
Suite 901, Building 6, No. 1678
Jinshajiang Road
Putuo District, Shanghai, China 200333
(86) 21-3258 3578
with a copy to:
David Selengut, Esq.
Bill Huo, Esq.
Ari
Edelman, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue
of the Americas, 11th Floor
New York, NY 10105
(212)
370-1300
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
October 16, 2018
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d -1(e), 240.13d -1(f) or
240.13d -1(g), check the following box.[ ]
Note
: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See §
240.13d -7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
1.
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Names of Reporting Person.
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Yimin Jin
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2.
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Check the Appropriate Box if a Member of a
Group (See Instructions):
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(a)
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(b)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions):
PF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e):
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Not Applicable
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6.
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Citizenship or Place of Organization:
Peoples Republic of
China
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Number of Shares
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7.
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Sole Voting Power:
1,176,471
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Beneficially Owned by
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8.
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Shared Voting Power:
0
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Each Reporting
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Person With
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9.
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Sole Dispositive Power:
1,176,471
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10.
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Shared Dispositive Power:
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,176,471
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12.
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Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions): [ ]
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13.
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Percent of Class Represented by Amount in Row
(11):
21.4%
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14.
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Type
of Reporting Person (See Instructions):
IN
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Item 1. Security and Issuer.
This Schedule 13D (Schedule 13D) relates to the common stock,
par value $0.001 per share (the Common Stock), of Planet Green Holdings Corp.
(formerly known as American Lorain Corporation), a corporation formed under the
laws of Nevada (the Issuer), whose principal executive offices are located at
Suite 901, Building 6, No. 1678 Jinshajiang Road, Putuo District, Shanghai,
China 200333.
Item 2. Identity and Background.
This statement is being filed by
Yimin Jin (the Reporting Person). The Reporting Person is a citizen of the
Peoples Republic of China. His business address is c/o Planet Green Holdings
Corp., Suite 901, Building 6, No. 1678 Jinshajiang Road, Putuo District,
Shanghai, China 200333. The Reporting Person is the Chief Strategy Officer and a
director of the Issuer.
During the last five years, the
Reporting Person: (i) has not been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) and (ii) was not a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other
Consideration.
The Reporting Person holds
1,176,471 shares of Common Stock, which the Reporting Person purchased, at a
price of approximately $4.25 per share, or an aggregate of $5,000,000, using
personal funds (the Financing).
Item 4. Purpose of Transaction.
The acquisition of securities set
forth in this Schedule 13D is for investment purposes. Except in the Reporting
Persons capacity as the Chief Strategy Officer and a director of the Issuer,
the Reporting Person has no present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein. The Reporting Person reserves the right
to increase or decrease his position in the Issuer through, among other things,
the purchase or sale of securities of the Issuer on the open market or in
private transactions or otherwise, on such terms and at such times as the
Reporting Person may deem advisable. The Reporting Person reserves the right to
change his intention with respect to any and all matters referred to in this
Item 4.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The aggregate percentage
of shares of Common Stock reported owned by the Reporting Person is based upon
5,485,922 shares of Common Stock outstanding as of October 16, 2018, based on
the proxy statement filed by the Issuer with the Securities and Exchange
Commission on September 4, 2018 (taking into effect (i) the reverse stock split
subsequently effected by the Issuer, (ii) the issuance of an aggregate of
2,352,942 shares of Common Stock pursuant to the Financing and (iii) the
issuance of 400,000 shares pursuant to the acquisition of Taishan Muren
Agriculture Co. Ltd.).
The Reporting Person may be
deemed to have sole beneficial ownership of an aggregate of 1,176,471 shares of
Common Stock, or approximately 21.4% of the outstanding shares of Common Stock.
(c) Other than the shares of
Common Stock acquired in the Financing, there have been no transactions in the
class of securities reported on that were effected within the past sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
On August 8, 2018, the Issuer
entered into an amended and restated securities purchase agreement with
Hongxiang Yu, the Issuers chief executive officer, president and director, and
the Reporting Person (collectively, the Purchasers), pursuant to which the
Purchasers agreed to invest an aggregate of $10 million in the Issuer in
exchange for an aggregate of 2,352,942 shares of Common Stock, representing a
purchase price of approximately $4.25 per share (taking into account the reverse
stock split subsequently effected by the Issuer). The Reporting Person disclaims
beneficial ownership of any shares held by Mr. Yu.
Item 7. Material to be Filed as Exhibits.
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99.1
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Amended and Restated Securities Purchase Agreement, dated
August 8, 2018, by and among the Issuer, Yimin Jin and Hongxiang Yu
(incorporated by reference to Exhibit 10.2 in the Quarterly Report on Form
10-Q filed by the Issuer with the SEC on August 14,
2018).
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: October 26, 2018
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