UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2024
Commission file number: 001-38307
RETO ECO-SOLUTIONS, INC.
(Registrant’s name)
c/o Beijing REIT Technology Development Co.,
Ltd.
X-702, 60 Anli Road, Chaoyang District, Beijing
People’s Republic of China 100101
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM
6-K
On December 3, 2024, Senrui
Bochuang (Beijing) Technology Co., Ltd. (the “Senrui Bochuang”), a subsidiary of ReTo Eco-Solutions, Inc., a British Virgin
Islands business company (the “Company”), entered into a forest rights transfer agreement (the “Forest Rights Transfer
Agreement”) with Zhiguo Han, an individual (the “Transferor”). Under the Forest Rights Transfer Agreement, Senrui Bochuang
will acquire all rights associated with approximately 3,000 acres of forest land located in Dongpo Village, Lingqiu County, Datong City,
Shanxi Province, China, including ownership of and usage rights over approximately 30,000 mature trees, for a total consideration of RMB
56,000,000 (approximately $8.4 million) in cash. The cash consideration will be paid in three installments: (i) an initial payment of
RMB 16,800,000 within five days upon the entry of Forest Rights Transfer Agreement, (ii) a second payment of RMB 36,400,000 within five
days after receipt of the original copy of the forest rights certificate from the Transferor, and (iii) final payment of RMB 2,800,000
within five days after the completion of the record change procedures for the forest rights certificate, which procedures are expected
to be completed within one year.
The Forest Rights Transfer
Agreement provides that the rights being transferred are valid until January 15, 2062. The Transferor has represented that all necessary
approvals from relevant authorities have been obtained and that there are no existing disputes or encumbrances related to the transferred
rights. The Forest Rights Transfer Agreement contains other customary representations, warranties and agreements by Senrui Bochuang and
the Transferor, and indemnification obligations of the Transferor against certain liabilities.
The Board of Directors of
the Company has approved the entry of the Forest Rights Transfer Agreement. Senrui Bochuang plans to utilize the forest land to develop
a modern agricultural, pastoral, cultural and tourism project, which involves raising ecological Qingbei goats under the forest, and cultivating
high-standard, high-value-added fruits through facility agriculture. .
The foregoing description
of the Forest Rights Transfer Agreement does not purport to be complete and is qualified in its entirety by the full text of that agreement,
a copy of which is attached hereto as Exhibit 4.1.
INCORPORATION BY REFERENCE
This Report on Form 6-K and the exhibits thereto,
including any amendment and report filed for the purpose of updating such documents, shall be deemed to be incorporated by reference into
each of (i) the registration statement on Form F-3, as amended (File No. 333-267101), of the Company, (ii) the registration statement
on Form S-8, as amended (File No. 333-270355), of the Company, and (iii) the registration statement on Form S-8 (File No. 333-280119),
of the Company and to be a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by documents
or reports subsequently filed or furnished.
EXHIBIT INDEX
| + | Certain portions of
the exhibit have been omitted pursuant to Item 601(a)(6) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted
portion to the SEC upon request. |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| Date: December 5, 2024 |
RETO ECO-SOLUTIONS, INC. |
| |
|
| |
By: |
/s/ Hengfang Li |
| |
Name: |
Hengfang Li |
| |
Title: |
Chief Executive Officer |
2
Exhibit 4.1
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED
FROM THE EXHIBIT BECAUSE IT IS EITHER (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL, OR
DISCLOSURE OF SUCH INFORMATION WOULD CONSTITUTE A CLEARLY UNWARRANTED INVASION OF PERSONAL PRIVACY. REDACTED INFORMATION IS MARKED WITH
A [***].
Forest Rights Transfer Agreement
Party A (Transferor): Zhiguo Han
I.D. Card No.: [***]
Telephone: [***]
Party B (Transferee): Sunoro Bochuang (Beijing)
Technology Co., Ltd.
Unified Social Credit Code: 91110108MADNND7L94
Legal Representative: Guangfeng Dai
Date of Execution: December 3, 2024
Place of Execution: Chaoyang District, Beijing
Whereas:
1. Party A entered into Dongpo
Village Wasteland and Barren Hills Contract with Dongpo Village’s Committee of Luoshuihe Township, Liuqiu County (hereinafter referred
to as “Dongpo Village’s Committee”) (please refer to Appendix I) on January 15, 2002, acquired the contract and management
right of partial woodland in Dongpo Village by form of contracting and management, and obtained Forest Right Certificate No. L.Q.L.Z.
Zi 2007-18940 on October 30, 2007 (hereinafter referred to as “Forest Right Certificate”) (please refer to Appendix II). Pursuant
to the Forest Right Certificate, Party A is the owner of 3000-Mu woodland (hereinafter referred to as “Turnover Woodland”)
and the owner and user of the forests or woods on the woodland. In recent years, due to poor management and damage of resources, Party
A suffers losses for years and has received no income. Now, Party A is unable to continue the operation and now agrees to transfer to
Party B the forest right (including the woodland use right, forest title and forest use right, hereinafter collectively referred to as
“Forestry Right”) acquired legally by Party A.
2. Party B desires to be transferred
the Forestry Right assigned by Party A for the purpose of biological treatment, forest development and activation of local economy and
expansion of its own development space.
In accordance with the relevant
laws, regulations and relevant national policies, Party A and Party B, by adhering to the principle of equity, self-voluntariness, compensation
and mutual benefit and through full consultation, have reached to enter into this Agreement.
I. Transfer of Subject Matter
Party A intends to transfer
the Forestry Right under the Forest Right Certificate owned by Party A to Party B covering the total area of 3000 Mu, including about
30000 mature trees. Please refer to the Forest Right Certificate for four boundaries.
Party A hereby guarantees that
Party A has acquired the approval and consent of woodland owner, Dongpo Village Committee and relevant competent authorities on this Transfer
in accordance with the relevant regulations.
II. Term of Transfer
The Term of Operation shall
be from the effectiveness of the Agreement to the expiration date (January 15, 2062) set forth in the Forest Right Certificate.
III. Purpose of Transferred Woodland
Party B shall use the Woodland
in compliance with the national laws and regulations of the People’s Republic of China.
IV. Transfer Price, Terms and Time of Payment
1. This transfer of Forest
Right Certificate shall be one time transfer. Based on the evaluation report made by the third party, both parties have agreed through
negotiation that the transfer price shall be RMB 56,000,000 Yuan, in words: fifty-six million Yuan Only.
2. Terms of payment: bank transfer.
3. Time of payment:
(1) Within five days as of
the effectiveness of the Agreement, Party B shall pay Party A RMB 16,800,000 Yuan (in words sixteen million eight hundred thousand Yuan
Only) (“Down Payment”). Party A shall, within five days on the receipt of the Down Payment, deliver the relevant original
certificates to Party B;
(2) Party B shall, within five
days on the receipt of the relevant original certificates, pay Party A RMB 36,400,000 (in words: thirty-six million four hundred thousand
Yuan Only);
(3) Party B shall, within five
days on completion of Forest Right Certificate change procedure, pay Party A RMB 2,800,000 Yuan (in words: two million eight hundred thousand
Yuan Only) (“Final Payment”).
V. Property handover and change of Forest Right
Certificate
1. Unless otherwise agreed
by Party A and Party B, as of the effectiveness of the Agreement, both parties shall designate the professional personnel to deal with
the handover procedure as soon as possible. Party B is entitled to dispatch the necessary personnel to enter the site, and Party A shall
provide the necessary assistance.
2. Both parties agree that
the Forestry Right to be transferred under this Agreement (including the existing forest supporting facilities) shall be transferred to
Party B as of the effectiveness of the Agreement. Party A’s original personnel shall evacuate from this Woodland as per Party B’s
request.
3. Party A hereby warrants
that Party A shall assist Party B in completing the change procedure of Forest Right Certificate within one year as of the effectiveness
of the Agreement.
4. The risks of damage and
loss from Turnover Woodland and/or the forest trees incurred prior to completion of Forestry Right Handover by both parties shall be borne
by Party A.
VI. Rights and Liabilities of Both Parties
1. After the Agreement becomes
effective, Party B enjoys the complete and independent woodland use right, forest title in and to the woods on the woodland, forest use
right and income right etc. Party B is entitled to decide when and where to complete the tree cutting license and cut the purchased trees
in whatever amount as required, and carry out the afforestation and forest cultivation and management business at its own will after trees
cutting. Party B, after being assigned the woodland use right, shall own the title in and to the new afforestation which is irrelevant
with Party A. The forest regeneration, forest cultivation and management carried out by Party B according to law and the operation activities
as permitted by other laws and regulations shall be free from any interference by any entity or individual including Party A.
2. Party A warrants that the
foregoing Forestry Right transferred to Party B shall have clearly-established ownership and be free from any ownership dispute, nor any
mortgage or other encumbrance. If the Forestry Right has any ownership or right defect after transfer, Party A shall be liable for solution,
which is irrelevant with Party B, and Party A shall compensate Party B all the economic losses caused thereby.
3. Party A shall ensure Party
B’s woodland use right, forest title, forest use right and income, legal operation right etc., and may not intervene in the production
and operational normally carried out by Party B according to law. Party A may not allow any other person to destroy the forest including
destroying forest for land reclamation, quarrying, earth collecting and felling etc.
4. Party A shall, within the
reasonable term after the effective date of the Agreement, complete the relevant formalities on Forestry Right transfer for Party B, the
examination and approval formality on the Agreement by the relevant competent authorities and relevant right owners, and application formality
for Forest Right Certificate change, and enable Party B to obtain the forest right certificate after change as soon as possible. Party
B shall give necessary assistance and provide the necessary materials as required.
5. Party B is entitled to enjoy
the national preferential policies and supporting funds for the woodland and Party A may not take any interference or hindrance. As for
Party A’s project of returning farmland to forests that has been previously listed in the government support for forestry, the income
hereof shall be still owned by Party A; however, the relevant Forestry Right shall be owned by Party B. Where the woodland is legally
acquired , expropriate or occupied by the State after the transfer of the Forestry Right, the compensation shall be fully owned by Party
B.
6. Party A shall ensure that
the Forestry Right to be transferred as agreed in this Agreement shall be the title that could be legitimately transferred to Party B.
The tree cutting limit originally allocated each year shall be delivered to Party B for use in full amount. The Permit for Cutting Forest
and Trees (if any) processed by Party A for the current forests shall be transferred to Party B free of charge in the course of transfer,
and Party A shall deal with the relevant registration change formality. From the date of executing the Agreement, Party A may not in person,
or cause any other third party to, cut any trees on this turnover woodland.
7. Party B enjoys the full
and complete transfer right, right of hire and mortgage right in and to the Forestry Right during the term of transfer and Party A may
not interfere or intervene in it.
8. After executing the Agreement,
Party A warrants not to transfer the Forestry Right (including the woodland use right, forest title and forest use right) under the Agreement
to any third party; otherwise, all the legal liabilities caused thereby shall be borne by Party A. In case of causing losses to Party
B, Party A shall give full compensation.
9. Party A shall hand over
all the forestry facilities (if any) on the transferred woodland to Party B for management and use within the term of transfer without
further charging, and shall properly keep all the properties involved herein and the water and electricity supply on the woodland in good
condition, to enable them to be in the good working state at the time of handover.
10. From the date of executing
the Agreement, Party A shall stop all the cutting activities and fully freeze the resources on the woodland until completion of successful
handover procedure with Party B.
11. Party A hereby warrants
that the turnover woodland and forests are free from arrears of governmental taxes, administrative charges, fine, water and electricity
fees up to the completion of handover.
12. With the permission of
national policies, Party B is entitled to transfer the Forestry Right agreed herein to any third party at any time and may not pay any
fees or expenses for Party A, nor otherwise acquire Party A’s further consent. Party A shall give cooperation unconditionally. Any
direct third party governmental fees or expenses arising from the Forestry Right transfer shall be borne by Party B.
VII. Tax bearing
1. The relevant taxes and dues
involved in the transfer hereof shall be borne by Party A.
2. While completing the procedure
on change of the Forestry Right transfer, all the fees and expenses occurred shall be jointly borne by Party A and Party B and the notarial
fees (if any) shall be jointly borne by Party A and Party B.
VIII. Liabilities for breach of contract
1. Party A warrants that prior
to this transfer, Party A has communicated with the local governmental authorities to ensure that Party B could acquire unconditionally
the woodland use right, forest title, forest use right and income, legal operation right in and to this woodland. Where Party B fails
to acquire the changed forest right certificate within one year after the Agreement becomes effective due to the local governmental policies,
Party B has right to discharge the Agreement and ask Party A to refund all the transfer price paid by Party B, or continue to perform
the Agreement.
2. Where Party B fails to pay
the transfer price as scheduled, Party B shall pay Party A the fine at 2‱ of the payment
price overdue for each day delay.
IX. Miscellaneous
1. Where any conflict or dispute
arising from the performance of the Agreement is unable to be settled through negotiation by both parties, such conflict or dispute shall
be submitted to the competent court of the location where Party B is for settlement.
2. This Agreement shall become
effective after (1) being signed and sealed by the representatives of both parties, (2) being approved by the board of directors or supervisors
of Party B and Party B’s listed company through internal necessary procedure; and (3) Party A has mortgaged the forest right certificate
to Party B as the guarantee.
3. This Agreement is in quadruplicate
and Party A and Party B shall hold two each.
Party A (Transferor): Zhiguo Han
I.D. Card No.: [***]
Telephone: [***]
Party B (Transferee): Sunoro Bochuang (Beijing)
Technology Co., Ltd.
[Company seal is affixed]
Legal Representative: Guangfeng Dai
Telephone: 8610-64820312
5
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