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November 29, 2022
Bin Zhou
Chief Executive Officer
Planet Green Holdings Corp.
36-10 Union St., 2nd Floor
Flushing, NY 11345
Re:Planet Green Holdings Corp.
Amendment No. 2 to Registration Statement on Form S-3
Filed November 3, 2022
File No. 333-259611
Dear Bin Zhou:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 20, 2022 letter.
Amendment No. 2 to Form S-3
Cover Page
1.We note your response to prior comment two and reissue it in part.  Please revise your
prospectus cover to clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when providing the disclosure throughout the document.  In
addition, revise the definitions on pages 1 and 4 for consistency with each other and so
that it is clear to investors which entity the disclosure is referencing and which
subsidiaries or entities are conducting the business operations.  Refrain from using terms
such as "we" or "our" when describing activities or functions of a VIE.

 FirstName LastNameBin Zhou
 Comapany NamePlanet Green Holdings Corp.
 November 29, 2022 Page 2
 FirstName LastName
Bin Zhou
Planet Green Holdings Corp.
November 29, 2022
Page 2
About this Prospectus
About the Company, page 4
2.We note your response to prior comment four and reissue it in part.  Please revise the
definition of "China" and "PRC" on page 4 to remove the Hong Kong carve-out or revise
your disclosure throughout, including without limitation your risk factors, to maintain the
same consistency of disclosure for China and Hong Kong.
VIE Arrangements, page 7
3.We note your response to prior comment ten.  Please further revise the statement on page
8, "The Company is considered the primary beneficiary of Jilin Chuangyuan and it
consolidates its accounts as VIEs," to clarify that you are considered the primary
beneficiary for accounting purposes and to address your other two VIEs, Anhui Ansheng
and Xiangtian Energy.
Financial Information Related to the VIEs, page 9
4.We note your revisions in response to prior comment 11.  Please revise your consolidating
schedules to present information for the WFOE as primary beneficiary in a separate
column.  In addition, please include consolidating schedules for the year ended and as of
December 31, 2020.
Cash Flows through Our Organization, page 13
5.We note your response to prior comment 12 and reissue it in part.  In addition to the
description of how cash is transferred through your organization, please quantify the cash
flows and transfers of other assets by type that have occurred between the holding
company, its subsidiaries, and the consolidated VIEs, and direction of transfer, for at least
the periods covered by your financial statements.  Your disclosure should make clear if no
such transfers have been made to date.
6.We note disclosure regarding potential restrictions on your ability to transfer cash, for
example on the prospectus cover and pages 8 and 13 of the prospectus summary.  Please
additionally address the following:

•In addition to foreign exchange restrictions, describe actual restrictions with respect
to the payment of dividends or other transfers of net assets and, as applicable,
quantify the amounts subject to such restrictions as of December 31, 2021 and 2020.

•Revise the following sentence as appropriate for consistency with applicable
restrictions, "However, as long as we are compliant with the procedures for approvals
from foreign exchange authorities and banks in China, the relevant laws and
regulations in China do not impose limitations on the amount of funds that we can
transfer out of China."

 FirstName LastNameBin Zhou
 Comapany NamePlanet Green Holdings Corp.
 November 29, 2022 Page 3
 FirstName LastName
Bin Zhou
Planet Green Holdings Corp.
November 29, 2022
Page 3
•Disclose, if true, that there can be no assurance the PRC government will not
intervene or impose restrictions on the company’s ability to transfer cash out of
China.

•Add risk factor disclosure regarding the risks of restrictions and limitations on your
ability to distribute earnings from the company, including your subsidiaries and/or
the consolidated VIEs, to the parent company and U.S. investors, as well as the
ability to settle amounts owed under the VIE agreements.
Recent Regulatory Developement, page 14
7.We note your revisions in response to prior comment five.  However, your disclosure
regarding regulatory permissions or approvals required to operate your business appears to
be limited to governmental authorities in mainland China, for example on page 5.  Please
revise to disclose each permission or approval that you, your subsidiaries, and/or your
VIEs are required to obtain from Chinese authorities (including Hong Kong authorities) to
operate your business.  State affirmatively whether you have received all requisite
operating permissions or approvals and whether any permissions or approvals have been
denied.  Please also describe the consequences to you and your investors if you, your
subsidiaries, or the VIEs:  (i) do not receive or maintain such permissions or approvals,
(ii) inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
8.Please revise disclosure that indicates no permissions or approvals are required from
Chinese authorities (including Hong Kong authorities) to disclose how you determined
this.  If you relied on counsel, as your disclosure appears to indicate, identify counsel and
file an exhibit.  If you did not consult counsel, provide an explanation as to why you did
not consult counsel.  Please expand or revise related risk factors as appropriate.

General
9.Please update your disclosure wherever you discuss the HFCA Act to reflect that on
August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities
Regulatory Commission and the Ministry of Finance of the PRC to allow the PCAOB to
inspect and investigate completely registered pubic accounting firms headquartered in
China and Hong Kong, consistent with the HFCA Act, and that the PCAOB will be
required to reassess its determinations by the end of 2022.

 FirstName LastNameBin Zhou
 Comapany NamePlanet Green Holdings Corp.
 November 29, 2022 Page 4
 FirstName LastName
Bin Zhou
Planet Green Holdings Corp.
November 29, 2022
Page 4
            Please contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Steven Glauberman