UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Common shares, $0.1 par value per share RETO The Nasdaq Stock Market LLC None (Title of Class) 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, 2023 OR ☐ TRANSITION REPORT P ...

Financial Restatement - ReTo Eco-Solutions identified an error in the recognition and measurement of share-based compensation expenses for the six months ended June 30, 2023, leading to an overstatement [2] - The company will restate its unaudited condensed consolidated financial statements for the six months ended June 30, 2023 to correct the errors [3] - The audit committee concluded that the previously issued financial statements should no longer be relied upon due to the overstatement [3] Impact of Correction - The correction of the errors is not expected to have any tax or cash flow impact [2]

BEIJING, March 20, 2024 /PRNewswire/ -- ReTo Eco-Solutions, Inc. (Nasdaq: RETO) ("ReTo" or the "Company"), a provider of technology solutions and operation services for intelligent ecological environments and Internet of Things technology development services in China and other countries, today announced that on March 15, 2024, it received a notification letter from The Nasdaq Stock Market LLC ("Nasdaq") confirming the Company has regained compliance with Nasdaq's minimum bid price requirement under Nasdaq ...

BEIJING, Feb. 27, 2024 /PRNewswire/ -- ReTo Eco-Solutions, Inc. (Nasdaq: RETO) ("ReTo" or the "Company"), a provider of technology solutions and operation services for intelligent ecological environments and Internet of Things technology development services in China and other countries, today announced that on February 1, 2024, its board of directors approved a combination of its common shares on a ten-to-one basis (the "Share Combination"). The Company's common shares will begin trading on a post combinat ...

Core Viewpoint - ReTo Eco-Solutions, Inc. is participating in the Saudi BIG5 exhibition to showcase its ecological solutions and advanced equipment, emphasizing the integration of technology and ecology in the construction industry [1][2][3]. Group 1: Company Overview - ReTo Eco-Solutions, Inc. focuses on the comprehensive utilization of solid waste and ecological improvement, adhering to the philosophy of "technology improving ecology" [2]. - The company has developed one-stop ecological management solutions that have been adopted across various fields [2]. - Founded in 1999, ReTo engages in ecological restoration, solid waste treatment, and the manufacturing of eco-friendly construction materials from mining waste [4]. Group 2: Exhibition Details - The Saudi BIG5 exhibition is scheduled from February 26 to February 29, 2024, at the Riyadh International Exhibition Center, attracting renowned machinery manufacturers globally [1][2]. - ReTo will showcase advanced products, including an automatic brick making machine production line, to meet the evolving construction demands in the Middle East [2]. - The exhibition serves as a significant platform for industry participants to communicate, exchange ideas, and explore business opportunities [2]. Group 3: Leadership Insights - Mr. Hengfang Li, Chairman and CEO of ReTo, expressed the company's commitment to showcasing advanced ecological solutions and the belief that technology and ecology integration will transform the construction industry [3]. - The company aims to engage with professionals from various sectors during the exhibition to foster collaboration and innovation in future construction projects [3].

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, 2022 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 ...

Financial Performance - Total revenue for fiscal year 2021 decreased by 57% to approximately $3.6 million from $8.3 million in fiscal year 2020[2] - Gross profit for fiscal year 2021 decreased by 81% to approximately $0.4 million, with a gross margin of 11% compared to 24% in the prior year[2] - Loss from operations was $12.0 million for fiscal year 2021, compared to a loss of $6.6 million in the prior year[2] - Total net loss attributable to ReTo was $21.1 million, compared to a net loss of $11.8 million for the prior year[2] - Revenue from machinery and equipment sales decreased by 72% to approximately $1.8 million in fiscal year 2021[6] - Revenue from third-party customers decreased by 59% to approximately $3.3 million in fiscal year 2021[5] - Total revenues for 2021 were $3,600,078, a decrease of 56.8% from $8,339,215 in 2020[24] - Gross profit for 2021 was $385,729, down 80.7% from $1,997,676 in 2020[24] - The net loss attributable to ReTo Eco-Solutions, Inc. for 2021 was $21,104,826, compared to a net loss of $11,773,763 in 2020, representing an increase of 79.5%[24] Expenses and Liabilities - General and administrative expenses increased to approximately $4.7 million, representing 128% of total revenues in fiscal year 2021[12] - Bad debt expenses increased to approximately $2.3 million in fiscal year 2021, up from $0.9 million in fiscal year 2020[13] - Total operating expenses increased to $12,386,718 in 2021, up 44.5% from $8,569,418 in 2020[24] - Cash and cash equivalents decreased to $457,495 as of December 31, 2021, from $1,058,138 at the end of 2020, a decline of 56.7%[20] - Total current liabilities decreased to $16,756,231 in 2021, down 27.0% from $22,994,786 in 2020[20] - The accumulated deficit increased to $(33,347,984) as of December 31, 2021, from $(17,245,453) in 2020[20] - Total assets decreased to $30,961,067 in 2021, down 46.6% from $57,974,073 in 2020[21] Strategic Direction - The company plans to transform its strategy to focus on ecological and environmental protection business driven by science and technologies[4] - The company aims to integrate IoT technologies and ecological restoration technologies into its environmental business chain to improve performance in 2022[4] Share Information - The company had 26,160,750 weighted average shares outstanding for basic and diluted loss per share in 2021[25]

Company Overview - ReTo Eco-Solutions was incorporated on August 7, 2015, as a holding company to develop business opportunities in China [241]. - The company completed its IPO on November 29, 2017, offering 3,220,000 shares at $5.00 per share, with trading commencing on NASDAQ under the symbol "RETO" [242]. - The company has established multiple subsidiaries in China, including Beijing REIT, which was founded in 1999 and has since developed five other subsidiaries [243]. - REIT Changjiang, a subsidiary, was established with a registered capital of RMB 100 million (approximately $16 million) and focuses on processing construction and mining waste [245]. - REIT India, a joint venture with Q Green Techon Private Limited, is 51% owned by Beijing REIT and aims to expand into the Indian market [234]. - The company sold its 100% ownership interest in Gu'an REIT for RMB 39.9 million (approximately $5.7 million) to Hebei Huishitong Technology Inc. on January 2, 2020 [253]. - The company aims to enhance its ecological technology solutions and expand its market presence through various subsidiaries and joint ventures [240]. Financial Performance - In 2019, the company generated total revenue from continuing operations of approximately $XX million, with machinery and equipment production accounting for 48% and construction materials production for 52% [380]. - Total revenue from continuing operations increased by approximately $0.3 million, or 1%, to approximately $29.6 million for the year ended December 31, 2019, compared to approximately $29.3 million for the year ended December 31, 2018 [398]. - Revenue from third-party customers increased by $2.1 million or 8% from approximately $27.4 million in 2018 to approximately $29.5 million in 2019, while revenue from related party customers decreased by $1.9 million or 96% [398]. - Gross profit decreased to $7.4 million, representing 25% of total revenue, down from $14.0 million or 48% in the previous year [396]. - Total operating expenses increased by 68% to $15.5 million, up from $9.3 million in the previous year [396]. - Net loss from continuing operations was $12.3 million, a decrease of 563% compared to a net income of $2.7 million in the previous year [396]. - Revenue from machinery and equipment sales increased by approximately $4.9 million, or 53%, from approximately $9.2 million in 2018 to approximately $14.0 million in 2019 [400]. - Sales of environmental-friendly construction materials decreased by $3.5 million or 19% for the year ended December 31, 2019, compared to the previous year [403]. - Bad debt expenses increased significantly by 383% to $8.3 million, up from $1.7 million in the previous year [396]. Research and Development - The company spent $438,371 and $656,563 on research and development for the years ended December 31, 2019, and 2018, respectively, with plans to increase this allocation in the future [313]. - The company is researching new products, including mineral wool, and has introduced permeable floor tiles for sponge city construction [304]. - The company collaborates with various universities to develop innovative construction materials and disposal techniques for fly ash and iron tailings [317][318]. - The company has developed several research and development projects from 2017 to 2019, including an automated palletizing system and a fully automatic pigment metering feeding device [319]. Market and Industry Trends - The Chinese construction market is expected to maintain a 26% share of the global market by 2025, driven by urbanization and government focus on green building [265]. - The Chinese government allocated between 400 to 600 million RMB (approximately $85 million to $128 million) for each of the 30 pilot sponge cities to enhance water management [271]. - Eco-friendly construction materials contain about 70% reclaimed fly-ash and iron tailings, reducing environmental waste and energy consumption during manufacturing [256]. - The company aims to expand remediation projects in former mining regions, addressing environmental concerns associated with abandoned mines [282]. - The company is actively pursuing additional international markets, including the Philippines, Laos, and Morocco, to expand its product reach [257]. Compliance and Regulations - The Foreign Investment Law, effective January 1, 2020, provides a framework for foreign investments in China, allowing for national treatment of foreign-invested entities [329]. - The Encouraging Catalogue (Edition 2019) lists 415 industry sectors that encourage foreign investments, indicating a favorable environment for investment [340]. - The company operates within the permitted category for foreign investment, allowing for the establishment of wholly foreign-owned enterprises [342]. - The company is subject to regulations governing foreign currency exchange, which may impact its ability to repatriate profits and manage foreign investments [345]. - The dividends paid by the subsidiary to its shareholder are taxable in China [346]. Production and Supply Chain - The company’s production facilities include factories operated by REIT Changjiang, Gu'an REIT, and REIT Xingyi, focusing on eco-friendly construction materials [381]. - The primary raw materials for construction materials production are sourced from iron ore refining, concrete, and steel [385]. - Approximately 25% of the company's raw materials were sourced from one major supplier in 2019, down from 28% in 2018 [322]. - The company has established strong relationships with suppliers, ensuring efficient access to necessary raw materials with little expected price volatility [321]. Strategic Plans - The company plans to expand its international market by adding four to five distributors in South America and the Middle East [284][302]. - The company aims to pursue strategic acquisitions in construction material or manufacturing equipment companies in established economies in China [285]. - The company plans to build new manufacturing plants for REIT Yancheng and REIT Lingqiu, and has 67 registered patents and 14 ongoing R&D projects [383]. Impact of COVID-19 - The company experienced a significant impact from COVID-19, with revenues for the first ten months of fiscal 2020 expected to be approximately 80% lower compared to the same period in the previous year [388].