Item
1.01 Entry Into A Material Definitive Agreement.
On
January 4, 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 Jingshan Sanhe Luckysky New Energy Technologies 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 85% of the outstanding equity interests of the Target (the “Acquisition”). The target is engaged
in researching, developing, manufacturing and selling products of ethanol fuel and fuel additives in China. On January 4, 2021
(based upon Beijing, People’s Republic of China time), the Company closed the Acquisition.
Pursuant
to the Share Exchange Agreement, in exchange for the acquisition of 85% of the outstanding equity interests of Target, the Company
issued an aggregate of 2,200,000 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
ethanol fuel and fuel additive 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.