Core Viewpoint - ReTo Eco-Solutions, Inc. has received a delisting determination notice from Nasdaq due to its Class A shares trading below the minimum bid price requirement for 30 consecutive business days, with a closing bid price of less than $1 [1] Company Summary - ReTo Eco-Solutions, Inc. is a manufacturer of equipment for the production of eco-friendly materials in China, engaged in research and development, manufacturing, and sales of such equipment [3] - The company provides consultation, design, implementation, installation, engineering support, and technical advice related to its products [3] Delisting Process - The company intends to request a hearing before a Nasdaq hearings panel, which will temporarily stay the delisting process while the appeal is pending [2] - The Class A shares will continue to trade on Nasdaq under the symbol "RETO" during the appeal [2] - There is no assurance that the panel will grant an extension or that the company will regain compliance with Nasdaq's listing requirements [2]

[Financial Statements](index=2&type=section&id=Financial%20Statements) This section provides the company's condensed consolidated financial statements, detailing its financial position, performance, and cash flows [Condensed Consolidated Balance Sheets](index=2&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2024, the company's total assets and shareholders' equity significantly increased, primarily driven by capital raises and supplier advances, while liabilities slightly decreased Condensed Consolidated Balance Sheet Summary (in USD) | Account | June 30, 2024 (Unaudited) | December 31, 2023 | | :--- | :--- | :--- | | **Total Current Assets** | **$19,604,814** | **$10,464,678** | | Total Assets | $33,671,537 | $25,245,248 | | **Total Current Liabilities** | **$19,287,009** | **$17,313,078** | | Total Liabilities | $19,894,564 | $20,394,074 | | Total Shareholders' Equity | $13,776,973 | $4,851,174 | | **Total Liabilities and Shareholders' Equity** | **$33,671,537** | **$25,245,248** | - Key drivers for the increase in current assets were 'Advances to suppliers' which more than doubled to **$10.9 million** and a new 'Deposits for equity acquisition' of **$4.1 million**[5](index=5&type=chunk) - The number of issued and outstanding Class A shares increased from **1,205,188** to **3,828,868**, contributing to a significant rise in Additional paid-in capital from **$68.9 million** to **$78.7 million**[5](index=5&type=chunk) [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) For the six months ended June 30, 2024, the company significantly improved its financial performance, reporting increased revenues and gross profit, alongside a substantial reduction in net loss due to lower operating expenses Statement of Operations Summary (in USD) | Metric | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Total Revenues | $1,838,639 | $1,233,783 | | Gross Profit | $567,481 | $93,591 | | Total Operating Expenses | $1,641,581 | $7,099,012 | | Loss from Operations | $(1,074,100) | $(7,005,421) | | Net Loss | $(716,633) | $(11,643,858) | | Net Loss Attributable to ReTo | $(678,459) | $(11,219,743) | | Loss Per Share (Basic and diluted) | $(0.25) | $(20.63) | - General and administrative expenses were significantly reduced to **$1.37 million** from **$5.54 million** in the prior year period, which was a major contributor to the reduced net loss[9](index=9&type=chunk) [Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) Shareholders' equity significantly increased from $4.85 million to $13.78 million, primarily driven by capital raising activities through private placements and public offerings Shareholders' Equity Movement (in USD) | Description | Amount | | :--- | :--- | | Balance at December 31, 2023 | $4,851,174 | | Net Loss | $(716,633) | | Issuance of common shares in private placements, net | $3,969,063 | | Issuance of common shares, net (public offering) | $6,000,000 | | Share-based compensation | $162,769 | | Foreign currency translation adjustment | $(489,400) | | **Balance at June 30, 2024** | **$13,776,973** | [Unaudited Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the first six months of 2024, cash used in operating and investing activities was largely offset by significant cash provided by financing activities, resulting in a net increase in cash and cash equivalents Cash Flow Summary (in USD) | Cash Flow Category | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(4,755,332) | $(4,540,270) | | Net cash (used in) provided by investing activities | $(3,951,146) | $407,004 | | Net cash provided by financing activities | $9,322,724 | $4,173,282 | | **Net increase in cash** | **$138,786** | **$119,944** | - Financing activities were the primary source of cash, with **$3.97 million** from a private placement and **$6.0 million** from a public offering[14](index=14&type=chunk) - A significant use of cash in operating activities was a **$5.7 million** increase in 'Advances to suppliers' Investing activities included a **$4.1 million** 'Deposits for equity acquisition'[14](index=14&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the unaudited condensed consolidated financial statements, offering further context and breakdowns of accounting policies, significant balances, and transactions [Note 1 – Organization and Description of Business](index=7&type=section&id=NOTE%201%20%E2%80%93%20Organization%20and%20Description%20of%20Business) ReTo Eco-Solutions, Inc. is a BVI holding company primarily operating in the PRC, engaged in eco-friendly construction materials, urban ecological projects, roadside assistance, and software development - The company operates through its subsidiaries primarily in the PRC[17](index=17&type=chunk) - Business activities include: (i) eco-friendly construction materials & equipment, (ii) urban ecological projects, (iii) roadside assistance, and (iv) software development[17](index=17&type=chunk) [Note 2 – Summary of Significant Accounting Policies](index=8&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the company's significant accounting policies, including revenue recognition, consolidation, and estimates, while also disclosing material customer and supplier concentration risks - Revenue is recognized from four primary sources: machinery and equipment sales (upon delivery), construction materials sales (upon transfer of control), municipal construction projects (over time using cost-to-cost method), and technological consulting (when rendered)[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk)[60](index=60&type=chunk) - The company faces significant customer concentration risk For the six months ended June 30, 2024, two customers accounted for **16%** and **12%** of total revenue[81](index=81&type=chunk) - There is also a significant supplier concentration risk For the six months ended June 30, 2024, the company purchased approximately **30%**, **22%**, and **10%** of its raw materials from three major suppliers[84](index=84&type=chunk) [Note 3 – Going Concern](index=16&type=section&id=NOTE%203%20%E2%80%93%20GOING%20CONCERN) The company's going concern ability is in substantial doubt due to low working capital and operating losses, though management anticipates sufficient funds from a recent $19.5 million private placement - Factors raising substantial doubt about the company's ability to continue as a going concern include a working capital of approximately **$0.3 million**, a net loss of **$0.7 million**, and cash used in operations of **$4.8 million** in H1 2024[94](index=94&type=chunk) - Management's mitigation plan relies on a private placement completed on August 30, 2024, which raised **$19,451,376** These proceeds are intended for future M&A and working capital[96](index=96&type=chunk) [Note 10 – Short-term Loans](index=19&type=section&id=NOTE%2010%20%E2%80%93%20SHORT-TERM%20LOANS) As of June 30, 2024, the company held $5.26 million in short-term loans, primarily a working capital loan from Shanxi Hunyuan Rural Commercial Bank at a 6.55% interest rate Short-Term Loans Breakdown (in USD) | Lender | As of June 30, 2024 (Unaudited) | As of December 31, 2023 | | :--- | :--- | :--- | | Shanxi Hunyuan Rural Commercial Bank Co., Ltd | $5,228,800 | $5,352,188 | | Bank of China | $34,328 | $35,212 | | **Total** | **$5,263,128** | **$5,387,400** | - A new loan agreement was signed on April 10, 2024, with Shanxi Hunyuan Rural Commercial Bank for approximately **$5.2 million** (RMB 38 million) with a maturity date of March 28, 2025, and a fixed interest rate of **6.55%**[116](index=116&type=chunk) [Note 12 – Taxes](index=22&type=section&id=NOTE%2012%20%E2%80%93%20TAXES) This note details the company's tax structure, including PRC corporate income tax rates and a full valuation allowance on deferred tax assets due to continuous losses, with $2.0 million in total taxes payable Taxes Payable Breakdown (in USD) | Tax Type | As of June 30, 2024 (Unaudited) | As of December 31, 2023 | | :--- | :--- | :--- | | VAT tax payable | $377,992 | $320,946 | | Corporate income tax payable | $1,615,700 | $1,653,827 | | Land use tax and other taxes payable | $16,009 | $12,162 | | **Total** | **$2,009,701** | **$1,986,935** | - Due to continuous losses, the company has a full valuation allowance of **$11,131,961** on its deferred tax assets as of June 30, 2024[151](index=151&type=chunk) [Note 14 – Related Party Transactions](index=24&type=section&id=NOTE%2014%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) The company conducts various transactions with related parties, including its CEO and an equity investee, involving significant advances to suppliers, accounts receivable, sales, and purchases Key Related Party Balances (in USD) | Balance Type | Related Party | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | :--- | | Due from related parties | Mr. Hengfang Li | $72,082 | $358,659 | | Accounts receivable | Multiple | $105,694 | $108,188 | | Advance to suppliers | Shexian Ruibo & others | $1,500,983 | $1,807,965 | Key Related Party Transactions (in USD) | Transaction Type | Related Party | H1 2024 | H1 2023 | | :--- | :--- | :--- | :--- | | Sales to | Q Green Techcon | $218,631 | $210,864 | | Purchases from | Shexian Ruibo | $232,016 | $359,398 | [Note 15 – Shareholders' Equity](index=26&type=section&id=NOTE%2015%20%E2%80%93%20Shareholders%27%20Equity) This note details significant changes in shareholders' equity, including share combinations, the creation of Class B shares, and capital raises through public and private offerings - The company implemented a **10-for-1** share combination effective March 1, 2024, following a similar combination in May 2023[169](index=169&type=chunk)[171](index=171&type=chunk) - In March 2024, the company closed a public offering of **1,500,000** shares at **$4.00** per share, for gross proceeds of **$6,000,000**[182](index=182&type=chunk) - Concurrently, a private placement of **1,000,000** shares at **$4.00** per share was closed, yielding net proceeds of **$3,969,063**[183](index=183&type=chunk) [Note 16 – Segment Reporting](index=28&type=section&id=NOTE%2016%20%E2%80%93%20Segment%20Reporting) The company reports across four operating segments, with Machinery and Equipment sales being the primary revenue and gross profit driver, while the Construction Materials segment incurred a gross loss Segment Performance for Six Months Ended June 30, 2024 (in USD) | Segment | Revenues | Gross Profit / (Loss) | Segment Loss | | :--- | :--- | :--- | :--- | | Machinery and Equipment sales | $1,661,336 | $701,886 | $136,408 | | Construction materials sales | $146,293 | $(157,545) | $(244,481) | | Technological consulting and other services | $31,010 | $23,140 | $(608,560) | | **Total** | **$1,838,639** | **$567,481** | **$(716,633)** | - The Machinery and Equipment sales segment is the company's largest and most profitable segment, contributing the vast majority of total revenue and all of the gross profit[189](index=189&type=chunk) [Note 17 – Subsequent Events](index=29&type=section&id=NOTE%2017%20%E2%80%93%20Subsequent%20Events) Significant subsequent events include an August 2024 private placement raising $19.45 million for M&A and working capital, alongside share issuances to advisors and directors - On August 30, 2024, the company closed a private placement, raising approximately **$19.5 million** in gross proceeds[194](index=194&type=chunk) - As part of the private placement, the company issued **1,268,568** Class A Shares to a financial advisor as consideration for services[195](index=195&type=chunk)

Company Overview - ReTo Eco-Solutions, Inc. is focused on providing technology solutions and operation services for intelligent ecological environments and Internet of Things technology development services in China and other countries [1] - The company aims to bring clean water and fertile soil to communities worldwide through its proprietary technologies, systems, and solutions [2] - ReTo is engaged in ecological restoration, solid waste treatment, and the manufacturing and distribution of eco-friendly construction materials made from mining waste [2] Upcoming Shareholder Meeting - ReTo plans to hold its 2024 Annual Meeting of Shareholders on August 5, 2024, with shareholders entitled to vote if they are on record as of June 20, 2024 [1] - Details regarding the meeting time, location, and proposals for shareholders will be provided in the company's proxy statement to be filed with the SEC [1]

BEIJING, May 15, 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 the filing of its annual report on Form 20-F, containing audited consolidated financial statements for the fiscal year ended December 31, 2023, with the Securities and Exchange Commission on May 15, 2024. A c ...

Financial Support and Capital Structure - For the fiscal years ended December 31, 2021, 2022, and 2023, funds equivalent to approximately $2.6 million, $4.2 million, and $0.1 million were provided to the PRC subsidiaries as shareholder loans[24]. - The PRC subsidiaries may procure shareholder loans from REIT Holdings up to the difference between their registered capital and total investment amount or three times their net assets[26]. - The company has not made any capital contributions to its PRC subsidiaries that exceed the regulatory limits set by the Chinese government[26]. - The company has not been involved in any investigations regarding cybersecurity review by the CAC and has not received any inquiries or sanctions in this respect[46]. - The company has confirmed that its PRC subsidiaries are not engaged in business activities that require special licenses or permits beyond a regular business license[42]. Dividend and Taxation - As of the date of this annual report, there have not been any dividends or other distributions from PRC subsidiaries to ReTo, REIT Holdings, and Sunoro Holdings[25]. - The gross amount of any distribution made to investors with respect to securities will be taxable as a dividend at a rate of 10% unless reduced under treaties[28]. - The withholding tax rate for dividends payable by PRC companies to non-PRC-resident enterprises is generally 10%, but may be reduced to 5% under certain conditions[28]. - Under current PRC laws, PRC subsidiaries can only pay dividends from accumulated profits and must set aside at least 10% of after-tax profits for statutory reserve funds[93]. - The EIT Law imposes a 25% income tax rate on resident enterprises for worldwide income, while non-resident enterprises are taxed at 20% on income generated from China[107]. Regulatory Environment and Compliance - The company is subject to risks related to doing business in China, including regulatory changes and economic conditions[27]. - The company is not currently subject to permission requirements from the CSRC or other regulatory bodies for its PRC subsidiaries' operations[43]. - The CSRC's Trial Administrative Measures for Overseas Securities Offering became effective on March 31, 2023, requiring filing for future overseas listings[50]. - The company is in the process of completing filing procedures with the CSRC for financings during the fiscal year ended December 31, 2023[50]. - The company faces risks related to potential changes in PRC laws and regulations that could impact its ability to offer securities to investors[50]. Cash Management and Currency Risks - The company has adopted cash management policies that require internal approvals for cash transfers among subsidiaries, involving at least two manager-level personnel[29]. - The PRC government may impose restrictions on the ability to transfer cash out of China, which could materially adversely affect the company's operations[31]. - The PRC government controls the conversion of Renminbi into foreign currencies, which may restrict the ability to pay dividends to U.S. investors[91]. - The ability to transfer funds to PRC subsidiaries is subject to procedural requirements imposed by SAFE, which may hinder cash deployment[94]. - The company's revenue is primarily denominated in Renminbi, which is convertible under the "current account" but requires approval for "capital account" transactions, potentially limiting its ability to utilize PRC revenue effectively[83]. Operational Risks and Challenges - The company has suffered significant losses from operations, raising substantial doubt about its ability to continue as a going concern[178]. - The company faces risks related to natural disasters and health epidemics, which could significantly disrupt operations and affect financial performance[159]. - The ongoing COVID-19 pandemic has had a lasting impact on the global economy, affecting the company's operations and financial condition[160]. - The company is subject to the interpretation and enforcement of the Individual Foreign Exchange Rules, which may impact its ability to conduct foreign exchange transactions[138]. - The company may face challenges in utilizing proceeds from offerings due to regulatory requirements on loans and capital contributions to its PRC subsidiaries, impacting liquidity and business expansion[87]. Supply Chain and Market Conditions - The company experienced a decline in sales of products and services due to reduced market demand for equipment and building materials, particularly in China, as government investment in infrastructure remained limited[152]. - The geopolitical tensions and sanctions related to the Ukraine conflict have created uncertainties that could affect the company's supply chain and overall business operations[156]. - The company is focusing on the growth of software development and RSA services, which are less prone to supply chain disruptions, as part of its strategic response to current challenges[156]. - The company has made market development efforts to expand sales and strengthen raw material procurement management to mitigate supply chain risks[156]. - The company faces risks related to supply chain disruptions, which could negatively impact its ability to produce and deliver products[168]. Intellectual Property and Innovation - The company owns 126 patents and has 70 pending patent applications in China, relying on various legal protections for its intellectual property[182]. - Future growth is dependent on new products, environmental solutions, and technology innovation, with potential adverse impacts if innovation fails[194]. - The company must maintain competitive advantages and develop new products to avoid negative impacts from competitors[195]. - Changes in demand for products and relationships with key customers and suppliers may negatively affect operating results[196]. Human Resources and Management - Compensation and benefit costs for employees were approximately $2.5 million, $2.9 million, and $3.3 million for the years ended December 31, 2023, 2022, and 2021, respectively, indicating rising labor costs[157]. - Key personnel are critical to the company's success, and losing them could severely disrupt business operations[202]. - The company does not maintain key man life insurance, and the loss of senior management could have a material adverse effect[204]. - The company does not purchase business insurance, which could lead to significant costs and management distraction in case of disruptions[206]. Financing and Liquidity - Management plans to improve liquidity through cash flow from operations, renewal of bank borrowings, and potential equity financing, but lacks current commitments from investors[179]. - Additional financing may be required for future capital expenditures, and failure to obtain it could adversely affect operations[207]. - The company cannot guarantee obtaining additional financing on acceptable terms, which could negatively impact business operations[208].

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 ...