UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C
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f20f2020_retoeco.htm Form Type: 20-F Page 1 Edgar Agents LLC RETO ECO-SOLUTIONS, INC. 05/14/2021 04:31 PM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 OR ☐ TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report _________ For the transition period from _________ to __________ Commission file number 001-38307 RETO ECO-SOLUTIONS, INC. (Exact Name of registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) British Virgin Islands (Jurisdiction of incorporation or organization) c/o Beijing REIT Technology Development Co., Ltd. Building X-702, 60 Anli Road, Chaoyang District, Beijing People’s Republic of China 100101 (Address of principal executive offices) Hengfang Li c/o Beijing REIT Technology Development Co., Ltd. Building X-702, 60 Anli Road, Chaoyang District, Beijing People’s Republic of China 100101 (+86) 10-64827328 Email: [email protected] (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Shares, $0.001 par value per share RETO The Nasdaq Capital Market Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d): None f20f2020_retoeco.htm Form Type: 20-F Page 2 Edgar Agents LLC RETO ECO-SOLUTIONS, INC. 05/14/2021 04:31 PM Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 25,135,000 outstanding common shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Emerging growth company ☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☒ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☒ International Financial Reporting Standards as issued Other ☐ By the International Accounting Standards Board ☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ f20f2020_retoeco.htm Form Type: 20-F Page 3 Edgar Agents LLC RETO ECO-SOLUTIONS, INC. 05/14/2021 04:31 PM Table of Contents PART I 1 Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 29 Item 4A. Unresolved Staff Comments 55 Item 5. Operating and Financial Review and Prospects 55 Item 6. Directors, Senior Management and Employees 73 Item 7. Major Shareholders and Related Party Transactions 82 Item 8. Financial Information 85 Item 9. The Offer and Listing 87 Item 10. Additional Information 87 Item 11. Quantitative and Qualitative Disclosures About Market Risk 98 Item 12. Description of Securities Other Than Equity Securities 99 PART II 100 Item 13. Defaults, Dividends Arrearages and Delinquencies 100 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 100 Item 15. Controls and Procedures 100 Item 16. [Reserved] 100 Item 16A. Audit Committee and Financial Expert 100 Item 16B. Code of Ethics 101 Item 16C. Principal Accountant Fees and Services 101 Item 16D. Exemptions form the Listing Standards for Audit Committees 101 Item 16E. Purchase of Equity Securities by the Issuer and the Affiliated Purchasers 101 Item 16F. Change in Registrant’s Certifying Accountant 101 Item 16G. Corporate Governance 102 Item 16H. Mine Safety Disclosure 102 PART III 103 Item 17. Financial Statements 103 Item 18. Financial Statements 103 Item 19. Exhibits 103 i f20f2020_retoeco.htm Form Type: 20-F Page 4 Edgar Agents LLC RETO ECO-SOLUTIONS, INC. 05/14/2021 04:31 PM Defined Terms and Conventions Except where the context otherwise requires and for purposes of this annual report on Form 20-F/A only: ● The terms “we,” “us,” “Company” “our company,” and “our” refers to ReTo Eco-Solutions, Inc. and its subsidiaries; ● ReTo Eco-Solutions, Inc. (“ReTo Eco-Solutions”), a British Virgin Islands holding company; ● REIT Holdings (China) Limited (“REIT Holdings”), a Hong Kong limited company and a wholly owned subsidiary of ReTo Eco-Solutions; ● Beijing REIT Technology Development Co., Ltd. (“Beijing REIT”), a China limited company and a wholly owned subsidiary of REIT Holdings; ● Xinyi REIT Ecological Technology Co., Ltd. (“REIT Ecological”), a China limited company and a wholly owned subsidiary of REIT Holdings, and was deregistered on March 27, 2019; ● Gu’an REIT Machinery Manufacturing Co., Ltd. (“Gu’an REIT”), a China limited company and a wholly owned subsidiary of Beijing REIT, all the equity interest of which was transferred to Hebei Huishitong Technology Co., Ltd. on January 17, 2020; ● Beijing REIT Ecological Engineering and Technology Co., Ltd. (“REIT Eco Engineering”), a China limited company and a wholly owned subsidiary of Beijing REIT; ● Langfang Ruirong Mechanical and Electrical Equipment Co., Ltd.(“Ruirong”), a China limited company and a wholly owned subsidiary of Beijing REIT; ● Nanjing Dingxuan Environment Protection Technology Development Co., Ltd. (“Dingxuan”), a China limited company and a wholly owned subsidiary of Beijing REIT; ● REIT Technology Development (America), Inc.(“REIT US”), a California corporation and a wholly owned subsidiary of Beijing REIT; ● REIT MingSheng Environment Protection Construction Materials (Changjiang) Co., Ltd. (“REIT Changjiang”), a China limited company and 84.32% owned by Beijing REIT and 15.68% owned by REIT Holdings; ● Hainan REIT Construction Project Co., Ltd. (“REIT Construction”), a China limited company and a wholly owned subsidiary of REIT Changjiang; ● Horgos Ta-REIT Environment Technology Co., Ltd. (“Horgos Ta-REIT”), a China limited company and a wholly owned subsidiary of REIT Eco Engineering, and was deregistered on May 15, 2019; ● REIT Xinyi New Material Co., Ltd (“REIT Xinyi”), a China limited company and a 70% owned subsidiary of Beijing REIT; ● REIT Q GREEN Machines Private Limited (“REIT India”), an India limited company and a 51% owned subsidiary of Beijing REIT; ● REIT Ecological Technology Co., Ltd. (“REIT Yancheng”), a China limited company and a wholly owned subsidiary of REIT Holdings; ii f20f2020_retoeco.htm Form Type: 20-F Page 5 Edgar Agents LLC RETO ECO-SOLUTIONS, INC. 05/14/2021 04:31 PM ● Lingqiu REIT Dongtian Ecological Technology Co., Ltd. (“REIT Lingqiu”), a China limited company, 51% equity interest of which was owned by REIT Eco Engineering and then transferred to Pengqing Zhi on November 4, 2019; ● Datong Ruisheng Environment Protection Engineering Co., Ltd. (“Datong Ruisheng”), a China limited company and a wholly owned subsidiary of REIT Eco Engineering; ● Yunnan Litu Technology Development Co., Ltd. (“Yunnan Litu”), a China limited company, 55% equity interest of which was owned by REIT Yancheng and then transferred to Dali Zhongrong Ruitu Environmental Protection Engineering Co., Ltd., Jiangsu Xinchun Biological Technology Co., Ltd., and Yonglan Li on July 13, 2020; ● Yangbi Litu Ecological Technology Co., Ltd. (“Yangbi Litu”), a China limited company, with 55% of its equity interest owned by REIT Yancheng and 45% of its equity interest owned by Yunnan Litu; ● China Operating Companies or China Operating Company refer to, collectively or individually, as the case may be, to Beijing REIT, REIT Ecological, REIT Eco Engineering, Ruirong, Dingxuan, REIT Changjiang, REIT Construction, , REIT Xinyi, and REIT Yancheng.