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 November 2019
Commission file number: 001-38307
RETO ECO-SOLUTIONS, INC.
(Registrant’s name)
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 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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Explanatory Note:
Effective November 20, 2019, Bin Li tendered his resignation for personal reasons as the Chief Financial Officer (“CFO”) of ReTo Eco-Solutions, Inc. (the “Company”). The decision was by mutual agreement between Mr. Li and the Company and is not related to a dispute or disagreement with the Company or related to the Company’s financial condition, operating results, financial disclosure or accounting practices.
Effective November 20, 2019, Xingchun Wang, one of the Company’s then acting independent Class B directors tendered his resignation to the Company as director in order to become the Company’s CFO, and the Company’s Board of Directors appointed Mr. Wang to succeed Mr. Li as CFO.
The Company entered into an employment agreement with Mr. Wang on November 20, 2019 providing for Mr. Wang to serve as the Company’s CFO (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, Mr. Wang is required to devote a minimum of forty hours per week to the Company’s business and affairs and in return will be entitled to annual compensation of RMB 240,000 (approximately $36,000). The Employment Agreement is for an initial term of three years and is subject to renewal.
Additionally, the Employment Agreement provides for confidentiality and nondisclosure provisions, whereby Mr. Wang is required to keep trade secrets confidential during the course of his employment.
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Effective November 20, 2019 as the Company’s Board of Directors appointed Shuhua Ma as a Class B Director in order to fill the vacancies on the Company’s Board of Directors, Compensation, Audit and Nominating Committees. The Board of Directors determined Dr. Ma to be independent under the rules of the NASDAQ Capital Market (“NASDAQ”) and qualified to serve on the Board of Directors Audit, Compensation, and Nominating Committees.
Dr. Ma, 49 years old, is currently a Professor, Institute of Process Engineering at the China Academy of Sciences (the “Academy”), where she oversees 6 Ph.D. students, 25 Master’s students and 1 Post-Doctorate student. From 2011 to 2016 she was an Associate Professor at the Academy and from 2009-2010 an Assistant Professor at the Academy. In addition, from 1992-2001 she was a Design Engineer at the Institute of Design and Research, Hebei Province, Shijiazhuang Fertilizer Plant. She obtained her Bachelor of Science in chemical engineering from Hebei University of Sciences and Technology in 1992, and obtained her Master’s of Science in chemical engineering from Beijing University of Chemical Technology in 2004. In addition, she received her Ph.D. in 2007 from the Academy. Dr. Ma has published 59 papers, including 25 in the Science Citation Index (SCI). She has applied for 38 patents, 21 of which were approved. Among other associations, she is an expert in the Academic Committee of Coal Ash ASIA, a member of the Coal Gangue and Geopolymer Committees of the Solid Waste Utilization Division of the Chinese Ceramic Society and Expert in the Academic Committee of China Tailing Network. Dr. Ma was chosen as a director due to her vast knowledge in engineering and the reuse of industrial solid waste.
Dr. Ma, as a non-employee director is entitled to receive $10,000 per year for serving as a director. In addition, non-employee directors are entitled to receive compensation for their actual travel expenses for each Board of Directors meeting attended, up to a maximum of $2,000 per meeting and $4,000 per year, and is eligible to receive grants of the Company’s common shares, pursuant to the Company’s 2018 Long-Term Incentive Plan.
There are no arrangements or understandings between Dr. Ma and any other person pursuant to which Dr. Ma was appointed to serve as a director of the Company. Dr. Ma does not have a direct or indirect interest in any transaction that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.
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EXHIBIT INDEX
| Number | Description of Exhibit | |
| 10.1 | Xingchun Wang Employment Agreement |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RETO ECO-SOLUTIONS, INC. | ||
| By: | /s/ Hengfang Li | |
| Hengfang Li | ||
| Chief Executive Officer | ||
Dated: November 25, 2019
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Exhibit 10.1
Beijing REIT Technology Development Co., Ltd.
Special Statement on Signing the Labor Contract
In order to ensure the legal, effective and smooth performance of the Labor Contract signed by the Company with each employee, and fully protect and exercise the rights and interests of both Parties, the Company hereby declares as follows:
| 1. | Before signing the Labor Contract with the Company, the employee shall terminate/dismiss the labor relationship with the original labor relationship unit. The employee shall provide the certificate of separation issued by the original employer, otherwise the employee shall be solely responsible for the labor dispute and controversy arising from the double labor relationship. |
| 2. | The Company will comply with the provisions of the national laws and regulations as well as the Labor Contract Law of the People’s Republic of China to perform the contract with the employee. In the process of any labor law issues arising in this process, the employee is required to consult with the Company’s Human Resources Administrative Office in a timely manner, and the Human Resources Administrative Office is responsible for consulting and helping employees seek solution through negotiation. |
| 3. | The text of the Labor Contract is confidential personnel information of the Company. The employee shall keep the Labor Contract in good condition, and the employee is obliged to keep confidential the terms of the Labor Contract with regard to his/her own interests such as salary, subsidy, special agreement clause, etc. In case of the disclosure of the aforesaid provisions caused by the employee’s personal behavior and the adverse consequences thereof, the Company will treat it as serious violation of discipline until the labor relationship is terminated. |
| 4. | Before signing the Labor Contract with the Company, the employee shall carefully read all the contents of the provisions of the Labor Contract, Company’s rules and regulations mentioned in the Contract and all contents in annexes of the Contract, Labor Contract could be signed with the Company upon all the contents have been confirmed |
I have carefully read the Company’s Special Statement on Signing the Labor Contract, understand its content and undertake to fulfill all the terms herein.
| Promiser (Signature): /s/ Xingchun Wang | |
| Date: November 19, 2019 |
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According to the Labor Law of the People’s Republic of China, the Labor Contract Law of the People’s Republic of China as well as relevant laws and regulations, Party A and Party B shall sign this Contract on an equal, voluntary and consensus basis, and they shall abide by the terms set out in this Contract.
I. Basic Information of Parties to Labor Contract
Article 1 Party A Beijing REIT Technology Development Co., Ltd.
Legal Representative Li Hengfang
Address Room 702, Block X, Runfeng Deshang, No. 60 Anli Road, Chaoyang District, Beijing
Article 2 Party B: Xingchun Wang
Gender Male
II. Term of Labor Contract
Article 3 This Contract is a fixed-term labor contract.
This Contract will take effect on November 19, 2019 (date), and the probation period therein lasts until ________ (date) (in case of excellent work performance, employee may apply for regularization. For details, please refer to the Approval Form for Employee Regularization).
This Contract shall terminate on November 10, 2022 (date).
III. Work Content
Article 4 Party B agrees to take the position of CFO (type of work) according to the needs of Party A.
Article 5 Party B agrees to perform his/her duties in accordance with the Description of Position formulated by Party A and meet the requirements for job responsibilities. Party A may adjust Party B’s work department, job position (including awaiting job assignment in the Company) and work place according to the needs of operation and work.
IV. Working Hours and Rest Days
Article 6 Party A shall arrange for Party B to implement the regular working hour system.
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Under the regular working hour system, Party A shall arrange Party B’s daily working hours no more than eight hours and average weekly working hours no more than forty hours. According to the needs of work, Party B shall obey Party A’s working time arrangement.
Under the irregular working hour system, Party B’s work and rest time shall be arranged upon negotiation by both Parties, provided that the completion of Party A’s work tasks is ensured.
Article 7 Party A’s vacation system for Party B shall be implemented in accordance with the relevant provisions of Party A’s management system.
V. Labor Remuneration
Article 8 Party A shall pay Party B’s salary for the previous month in the form of currency before the thirteenth day of each month, and the monthly salary shall be RMB: 20000_____ or shall be implemented in accordance with the relevant salary management provisions of Party A. The salary of employee may be adjusted due to Party B’s operating conditions or the adjustment to Party B’s work performance, tile, position and level.
Party B’s salary during the probation period is 80% of the regular work salary RMB Nothing.
In accordance with the national policy, Party A will withhold and pay the individual contribution to the social insurance of Party B and the personal income tax out of the actual payment of wages of Party B on his or her behalf.
Other covenants between Party A and Party B with regard to wages Nothing.
Article 9 If Party A’s production tasks are insufficient to enable Party B to wait for task assignment, Party A shall pay Party B’s monthly living expenses at the amount of RMB Nothing or according to the Beijing minimum wage standard.
VI. Social Insurance and Other Benefits
Article 10 Both Party A and Party B shall maintain social insurance in accordance with the regulations of the State and Beijing Municipality. Party A shall handle the relevant social insurance procedures for Party B and assume the corresponding social insurance obligations.
Article 11 The medical treatment of Party B’s disease or non-work-related injuries shall be implemented in accordance with the relevant regulations of the State and Beijing Municipality. Party A shall pay Party B’s sick pay in accordance with the relevant provisions of the Company’s management system.
Article 12 The treatment of Party B suffering from occupational diseases or injuries caused by work shall be implemented in accordance with the relevant regulations of the State and Beijing Municipality.
Article 13 The welfare benefits provided by Party A for Party B shall be implemented in accordance with the relevant provisions of Party A’s management system.
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VII. Labor Protection, Working Conditions and Occupational Hazard Protection
Article 14 Party A shall provide Party B with necessary safety protection measures and distribute necessary labor protection articles in accordance with the demands of production posts and in accordance with the state regulations on labor safety and health.
Article 15 Party A shall establish the safe production system in accordance with relevant state laws and regulations; Party B shall strictly abide by Party A’s labor safety system, strictly prohibit illegal operations, prevent accidents during labor process and reduce occupational hazards.
VIII. Labor Discipline
Article 16 Party B shall comply with Party A’s rules and regulations (including but not limited to the Management System, the Management Measures for the Block Equipment Marketing and Sales and related management methods); strictly abide by labor safety and health, production processes, operational procedures and work specifications; protect the properties of Party A, safeguard Party A’s interests and image, observe professional ethics; actively participate in the training organized by Party A, and improve ideological awareness and professional skills.
If Party A modifies the contents of the aforesaid documents or formulates new rules and regulations or specifications, the revised documents or new rules and regulations shall be deemed to have been delivered to Party B upon they have been released, and Party B shall comply with and implement them.
Article 17 If Party B violates Party A’s rules and regulations and labor discipline and thus causes economic losses to Party A, Party A shall have the right to handle according to the rules and regulations until the Contract is terminated. (See the Management System, etc. for penalty clause)
Article 18 Party B shall not reveal or disclose to any person the trade secrets and other confidential materials obtained during the employment with Party A. (For details of this restriction, please refer to the Non-disclosure Agreement)
Article 19 Without the written approval of Party A, Party B is strictly forbidden to work part-time with an enterprise of the same type or engage in a second occupation related to his or her own work.
IX. Change, Dissolution or Termination of Labor Contract
Article 20 If the objective situation on which the signing of the Contract is based has changed significantly, and thus the Contract cannot be performed, the relevant contents of the Contract may be changed with the consent of both Parties upon negotiation.
Article 21 When dissolving, terminating or renewing the labor contract, Party A and Party B shall act in accordance with the Labor Contract Law of the People’s Republic of China and the relevant regulations of the State and Beijing Municipality.
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X. Contents Agreed by the Parties
Article 22 Upon reaching a consensus by Parties through negotiation, the following terms have been entered into:
1. Training fee: Party B shall sign the Training Agreement with Party A for all kinds of training courses funded by Party A. If the service period set out in the Training Agreement exceeds the termination date of the Labor Contract, the termination date of Party B’s Labor Contract will be extended according to the service period set out in the Training Agreement. If Party B terminates the Labor Contract in advance, it shall compensate Party A for the training fee according to the amount as agreed in the Training Agreement.
Other contents agreed by the Parties Nothing
XI. Settlement of Labor Disputes and Others
Article 23 If a dispute arises between the Parties due to the performance of this Contract, the parties may apply to the labor dispute mediation committee of Party A for mediation; if the mediation fails, they may apply to the labor dispute arbitration committee for arbitration.
Either party may also apply directly to the labor dispute arbitration committee for arbitration.
Article 24 Party A’s Non-Disclosure Agreement, Employee Manual and Management System are attached to this Contract as Annexes and have legal effect with this Contract.
Other Annexes to this Contract are as follows Nothing
Article 25 In case of any matter not covered by this Contract or in case of any inconsistency with the relevant regulations of the State and Beijing Municipality in the future, the implementations shall be made in accordance with relevant regulations.
Article 26 This Contract is made out in duplicate with each of Party A and Party B keeping one copy respectively.
| Party A (Official Seal) | Party B (Signature or Seal): /s/ Xingchun Wang |
Legal Representative (Main Person in Charge) or Entrusted Agent
(Signature or Seal)
Date of Signing: November 19, 2019
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Labor Contract Renewal
The labor contract to renewed is ________ term contract, and the effective date of the renewal contract is ____________ (date). The renewal contract shall be terminated on ____________ (date).
| Party A (Official Seal) | Party B (Signature or Seal) |
Legal Representative (Main Person in Charge) or Entrusted Agent
(Signature or Seal)
Date:
The labor contract to renewed is ________ term contract, and the effective date of the renewal contract is ____________ (date). The renewal contract shall be terminated on ____________ (date).
| Party A (Official Seal) | Party B (Signature or Seal) |
Legal Representative (Main Person in Charge) or Entrusted Agent
(Signature or Seal)
Date:
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Labor Contract Renewal
The labor contract to renewed is ________ term contract, and the effective date of the renewal contract is ____________ (date). The renewal contract shall be terminated on ____________ (date).
| Party A (Official Seal) | Party B (Signature or Seal) |
Legal Representative (Main Person in Charge) or Entrusted Agent
(Signature or Seal)
Date:
The labor contract to renewed is ________ term contract, and the effective date of the renewal contract is ____________ (date). The renewal contract shall be terminated on ____________ (date).
| Party A (Official Seal) | Party B (Signature or Seal) |
Legal Representative (Main Person in Charge) or Entrusted Agent
(Signature or Seal)
Date:
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Amendment to Labor Contract
After reaching a consensus through negotiation between the Parties, the following amendment is made to this Contract:
| Party A (Seal) | Party B (Signature) |
Legal Representative (Main Person in Charge) or Entrusted Agent
(Signature or Seal)
Date:
After reaching a consensus through negotiation between the Parties, the following amendment is made to this Contract:
| Party A (Seal) | Party B (Signature) |
Legal Representative (Main Person in Charge) or Entrusted Agent
(Signature or Seal)
Date:
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Description of Position
1. To comprehensively plan the Company’s financial management strategy and formulate the Company’s financial planning program.
2. To take full charge of the operation and management of the financial system in accordance with the requirements of the enterprise’s strategic development plan.
3. To develop, revise and improve the financial organization system in a timely manner with reasonable enterprise resources and costs, and guide the effective division of responsibilities and efficient collaboration of subordinate employees.
4. To be responsible for taking charge of the budget preparation and supervising its implementation.
5. To be responsible for the Company’s investment and fundraising, etc. and responsible for submitting feasibility plans to the Company.
6. To be responsible for organizing the implementation of internal audits and coordinating with external audits
7. To be responsible for research on fiscal and taxation policies and regulations, regularly providing financial and tax information reports and special research reports; analyzing the economic environment of enterprise, providing financial and tax consulting, and planning financial and tax solutions.
8. To take charge of the research, design and submission for review of financial systems within the scope of financial accounting policies and functions.
9. To establish an early warning and prevention system for financial risks; and ensure the avoidance of financial risks such as capital security risks and tax risks.
10. To provide advices to senior decision-makers on financial management and financial accounting, etc., and make efforts to improve the Company’s profitability.
11. To implement the Company’s budget management and cost control systems and procedures and save various office expenses of the department.
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