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Microsoft Edge 20-F/A 1 f20f2018a1_retoecosolutions.htm AMENDMENT TO FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A (Amendment No. 1) ☐ 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, 2018 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. 24th Floor, Tower B, 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. 24th Floor, Tower B, 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 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: 22,760,000 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 ☒ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐ EXPLANATORY NOTE This Amendment No. 1 to Form 20-F (the “Form 20-F/A”) amends the annual report on Form 20-F of ReTo Eco-Solutions, Inc, (“ReTo”) for the fiscal year ended December 31, 2018, originally filed with the U.S. Securities and Exchange Commission (“SEC”) on May 14, 2019 (the “Form 20-F”). This Form 20-F/A is being filed to correct the inadvertent error of ReTo’s CEO, Mr. Li’s beneficial ownership in the share ownership table under Item 6.E, to correct the share ownership percentage in the risk factor captioned “Our employees, officers and/or directors will control a sizeable amount of our common shares, decreasing your influence on shareholder decisions,” and to correct the inadvertent omission of Exhibit 4.24 Shareholder Voting Proxy Agreement to the exhibit index under item 8(a). No other changes have been made to the Form 20-F. The Form 20-F, as amended by this Form 20-F/A, speaks as of the original filing date of the Form 20-F, is not intended to reflect events that may have occurred subsequent to the original filing date of the Form 20-F, and is not intended to update in any way the disclosures made in the Form 20-F. 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 53 Item 5. Operating and Financial Review and Prospects 53 Item 6. Directors, Senior Management and Employees 71 Item 7. Major Shareholders and Related Party Transactions 80 Item 8. Financial Information 83 Item 9. The Offer and Listing 83 Item 10. Additional Information 84 Item 11. Quantitative and Qualitative Disclosures About Market Risk 92 Item 12. Description of Securities Other Than Equity Securities 93 PART II 94 Item 13. Defaults, Dividends Arrearages and Delinquencies 94 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 94 Item 15. Controls and Procedures 94 Item 15T. Controls and Procedures 94 Item 16. [Reserved] 94 Item 16A. Audit Committee and Financial Expert 94 Item 16B. Code of Ethics 95 Item 16C. Audit-Related Fees 95 Item 16D. Exemptions form the Listing Standards for the Audit Committee 95 Item 16E. Purchase of Equity Securities by the Issuer and the Affiliated Purchasers 95 Item 16F. Change in Registrant’s Certifying Accountant 95 Item 16G. Corporate Governance 95 Item 16H. Mine Safety Disclosure 96 PART III 97 Item 17. Financial Statements 97 Item 18. Financial Statements 97 Item 19. Exhibits 97 i 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., a British Virgin Islands holding company (“ReTo Eco-Solutions”); ● REIT Holdings (China) Limited, a Hong Kong limited company (“REIT Holdings”), and a wholly owned subsidiary of ReTo Eco-Solutions; ● Beijing REIT Technology Development Co., Ltd., a China limited company (“Beijing REIT”) and a wholly owned subsidiary of REIT Holdings; ● Xinyi REIT Ecological Technology Co., Ltd (“REIT Ecological”) and a wholly owned subsidiary of REIT Holdings; ● Gu’an REIT Machinery Manufacturing Co., Ltd., a China limited company (“Gu’an REIT”) and a wholly owned subsidiary of Beijing REIT; ● Beijing REIT Ecological Engineering and Technology Co., Ltd., a China limited company (“REIT Eco Engineering”) and a wholly owned subsidiary of Beijing REIT; ● Langfang Ruirong Mechanical and Electrical Equipment Co., Ltd., a China limited company (“Ruirong”) and a wholly owned subsidiary of Beijing REIT; ● Nanjing Dingxuan Environment Protection Technology Development Co., Ltd., a China limited company (“Dingxuan”) and a wholly owned subsidiary of Beijing REIT; ● REIT Technology Development (America), Inc., a California corporation (“REIT US”) and a wholly owned subsidiary of Beijing REIT; ● REIT MingSheng Environment Protection Construction Materials (Changjiang) Co., Ltd., a China limited company (“REIT Changjiang”) and 84.32% owned by Beijing REIT and 15.68% owned by REIT Holdings; ● Hainan REIT Construction Project Co., Ltd., a China limited company (“REIT Construction”) and a wholly owned subsidiary of REIT Changjiang; ● Horgos Ta-REIT Environment Technology Co., Ltd., a China limited company (“Horgos Ta-REIT”) and a wholly owned subsidiary of REIT Eco Engineering; ● REIT Xinyi New Material Co., Ltd, a China limited company (“REIT Xinyi”) and a 70% owned subsidiary of Beijing REIT; ● REIT Q GREEN Machines Private Limited, an India limited company (“REIT India”) and a 51% owned subsidiary of Beijing REIT. ● REIT Ecological Technology Co., Ltd. (“REIT Yancheng”) and a wholly owned subsidiary of REIT Holdings.
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