SCHEDULE
13D
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Bin
Zhou
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
☐
(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)
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OO
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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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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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People’s
Republic of China
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
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972,000
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8
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SHARED
VOTING POWER
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0
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9
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SOLE
DISPOSITIVE POWER
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972,000
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10
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SHARED
DISPOSITIVE POWER
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0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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972,000
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12
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CHECK
BOX 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)
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14.78%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
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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., 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 Bin Zhou (the “Reporting Person”). The Reporting Person is a citizen of the People’s
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 a director of the Issuer and the chairman of the board of directors
of Xianning Bozhuang Tea Products Co., Ltd. (“Bozhuang”), a company headquartered at No. 60, Fazhan Road, Zhanggong
Industry Park, Xianan District, Xianning City, Hubei Province, China 437000.
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 Considerations
On
May 14, 2019, pursuant to the terms of a share exchange agreement (the “SEA”), a subsidiary of the Issuer acquired
all of the outstanding equity interests of Bozhuang, in exchange for the issuance of a total of 1,080,000 shares of Common Stock
to the former shareholders of Bozhuang. As a former shareholder of Bozhuang and in exchange for his 90% of equity interests in
Bozhuang, the Reporting Person received 972,000 shares of Common Stock.
Item
4. Purpose of Transaction
The
acquisition of securities set forth in this Schedule 13D, pursuant to the SEA, was to consummate the Issuer’s acquisition
of Bozhuang and to diversify the Issuer’s business by adding the offering of Bozhuang’s tea products. In connection
with the acquisition of securities by the Reporting Person under the SEA, the Issuer appointed the Reporting Person as a director
of the Issuer.
Except
as otherwise described above, there are no other current plans or proposals which the reporting persons may have which relate
to or would result in:
(a)
The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c)
A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;
(d)
Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
(e)
Any material change in the present capitalization or dividend policy of the issuer;
(f)
Any other material change in the issuer’s business or corporate structure including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required
by section 13 of the Investment Company Act of 1940;
(g)
Changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition
of control of the issuer by any person;
(h)
Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national securities association;
(i)
A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j)
Any action similar to any of those enumerated above.
Item
5. Interest in Securities of the Issuer
(a)
The aggregate percentage of shares of Common Stock reported owned by the Reporting Person is based upon 5,497,765 shares of Common
Stock outstanding as of May 13, 2019, based on the quarterly report on Form 10-Q/A filed by the Issuer with the Securities and
Exchange Commission on May 24, 2019 and 1,080,000 shares of Common Stock the Issuer issued on May 14, 2019 pursuant to the SEA.
(b)
The Reporting Person has sole beneficial ownership of an aggregate of 972,000 shares of Common Stock, or approximately 14.78%
of the outstanding shares of Common Stock. The Reporting Person has the sole power to vote, direct the vote, dispose or direct
the disposal of these 972,000 shares of Common Stock.
(c)
Other than the transactions described Item 3 above, the Reporting Persons have not been involved in any transactions involving
the securities of the Issuer in the last 60 days.
(d)
No other persons are known that have the right to receive or the power to direct the receipt of dividends from, or the proceeds
of sale of, such securities.
(e)
Not Applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except
as otherwise indicated above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between
the Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to, transfer
or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding of proxies.
Item
7. Material to be Filed as Exhibits
SIGNATURE
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.
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Dated:
May 24, 2019
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/s/
Bin Zhou
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Bin
Zhou
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