ReTo Eco-Solutions, Inc. (Form: 6-K, Received: 11/03/2022 06:02:14)

Exhibit 99.1

RETO ECO-SOLUTIONS, INC.

c/o Beijing REIT Technology Development Co., Ltd.
Building X-702, Tower A, 60 Anli Road, Chaoyang District, Beijing
People’s Republic of China 100101

NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS OF 2022

November 2, 2022

Beijing, China

To the Shareholders of ReTo Eco-Solutions, Inc.:

It is my pleasure to invite you to the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of ReTo Eco-Solutions, Inc. (the “Company”) on December 7, 2022, at 9:00 A.M., Beijing Time (December 6, 2022, at 8:00 P.M., Eastern Time). The Annual Meeting will be held at the Company’s principal executive offices at Building X-702, Tower A, 60 Anli Road, Chaoyang District, Beijing, People’s Republic of China 100101.

The matters to be acted upon at the Annual Meeting are described below:

(1) The election of Austin Huang and Lidong Liu as Class A directors, each to serve a term expiring at the annual meeting of shareholders in 2023 or until their successors are duly elected and qualified; the election of Baoqing Sun and Tonglong Liu as Class B directors, each to serve a term expiring at the annual meeting of shareholders in 2024 or until their successors are duly elected and qualified; and the election of Hengfang Li, Guangfeng Dai and Zhizhong Hu as Class C directors, each to serve a term expiring at the annual meeting of shareholders in 2025 or until their successors are duly elected and qualified;

(2) The ratification of the appointment of YCM CPA, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and

(3) The approval of the 2022 Share Incentive Plan; and

(4) The transaction of any other business properly coming before the Annual Meeting.

Holders of record of the Company’s common shares at the close of business on November 2, 2022 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. Each common share entitles the holder thereof to one vote.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE URGE YOU TO VOTE AND SUBMIT YOUR PROXY ON THE INTERNET, EMAIL OR BY MAIL. IF YOU ARE A REGISTERED SHAREHOLDER AND ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON. IF YOU HOLD YOUR SHARES THROUGH A BANK OR BROKER AND WANT TO VOTE YOUR SHARES IN PERSON AT THE ANNUAL MEETING, PLEASE CONTACT YOUR BANK OR BROKER TO OBTAIN A LEGAL PROXY. THANK YOU FOR YOUR SUPPORT.

This notice and the enclosed proxy statement are first being mailed to shareholders on or about November 2, 2022.

You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.

		By order of the Board,
		/s/ Hengfang Li
		Hengfang Li
		Chairman of the Board

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This proxy statement and the Annual Report on Form 20-F to shareholders are available at: http://www.retoeco.com/companyfile/4/.

ABOUT THE 2022 ANNUAL MEETING OF SHAREHOLDERS

What am I voting on?

You will be voting on the following:

(2) The ratification of the appointment of YCM CPA, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;

(3) The approval of the 2022 Share Incentive Plan; and

(4) The transaction of any other business properly coming before the Annual Meeting.

Who is entitled to vote?

You may vote if you owned common shares of the Company as of the close of business on November 2, 2022. Each common share is entitled to one vote. As of November 2, 2022, we had 43,108,112 common shares outstanding.

How do I vote before the Annual Meeting?

If you are a registered shareholder, you have three voting options:

(1) By Internet, which we encourage if you have Internet access, at the address shown on your proxy card;

(2) By email, by emailing your signed proxy card to vote@vstocktransfer.com; or

(3) By mail, by completing, signing and returning the enclosed proxy card.

If you hold your shares through an account with a bank or broker, your ability to vote by the Internet depends on their voting procedures. Please follow the directions that your bank or broker provides.

Please note that Internet and email voting will close at 10:59 a.m., Eastern Time, on December 6, 2022 or 11:59 p.m. Beijing Time on December 6, 2022.

May I vote at the Annual Meeting?

If you are a shareholder of record, you may vote in person at the Annual Meeting. If you hold your shares through an account with a bank or broker, please follow the directions provided to you by your bank or broker. If you wish to vote in person at the Annual Meeting, please contact your bank or broker to learn the procedures necessary to allow you to vote your shares in person. Even if you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy. You may vote by proxy through the Internet, by email or by mail.

Can I change my mind after I return my proxy?

You may change your vote at any time before the polls close at the conclusion of voting at the Annual Meeting. You may do this by (1) signing another proxy card with a later date and returning it to us by mail before the Annual Meeting, (2) voting again over the Internet prior to the time of the Annual Meeting, (3) voting again by email prior to the time of the Annual Meeting, or (4) voting at the Annual Meeting if you are a registered shareholder or have followed the necessary procedures required by your bank or broker.

What if I return my proxy card but do not provide voting instructions?

Proxies that are signed and returned but do not contain instructions will be voted in favor of Proposals 1, 2, and 3, in accordance with the best judgment of the named proxies on any other matters properly brought before the Annual Meeting.

What does it mean if I receive more than one proxy card or instruction form?

It indicates that your common shares are registered differently and are in more than one account. To ensure that all shares are voted, please either vote each account on the Internet, or sign and return all proxy cards. We encourage you to register all your accounts in the same name and address. Those holding shares through a bank or broker should contact their bank or broker and request consolidation.

Will my shares be voted if I do not provide my proxy or instruction form?

If you are a registered shareholder and do not provide a proxy, you must attend the Annual Meeting in order to vote your shares. If you hold shares through an account with a bank or broker, your shares may be voted even if you do not provide voting instructions on your instruction form. Brokerage firms have the authority to vote shares for which their customers do not provide voting instructions on certain routine matters. The ratification of the appointment of YCM CPA, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 is considered a routine matter for which brokerage firms may vote without specific instructions. However, election of directors and adoption of equity incentive plan are not considered routine matters for which brokerage firms may vote without specific instructions. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. Shares that a broker is not authorized to vote are counted as “broker non-votes.”

How can I attend the Annual Meeting?

The Annual Meeting is open to all holders of the Company’s common shares as of November 2, 2022. In order to be admitted to the Annual Meeting, you must bring documentation showing that you are holders of the Company’s common shares as of November 2, 2022, the Record Date.

May shareholders ask questions at the Annual Meeting?

Yes. Representatives of the Company will answer questions of general interest at the end of the Annual Meeting.

How many votes must be present to hold the Annual Meeting?

Your shares are counted as present at the Annual Meeting if you attend the Annual Meeting and vote in person or if you properly return a proxy by Internet, email, or mail. In order for us to conduct our meeting, not less than one-third of the votes of our outstanding common shares as of November 2, 2022 must be present in person or by proxy. This is referred to as a quorum. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the Annual Meeting. If a quorum is not present or represented within two hours from the time appointed for the meeting, the meeting shall stand adjourned to the next business day at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third (1/3) of the votes of the shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum.

How many votes are needed to approve the Company’s proposals?

Proposal 1. The director nominees are elected and appointed by the affirmative vote of a majority in excess of 50 percent of the votes of the shares entitled to vote thereon which were present at the meeting and were voted in person or by proxy. This means that each of the director nominees will be elected if approved by the affirmative vote of a majority in excess of 50 percent of the votes of the shares entitled to vote thereon which were present at the meeting and were voted in person or proxy. The proxy given will be voted “For” each of the nominees for director unless a properly executed proxy card is marked “Withhold” as to a particular nominee or nominees for director.

Proposal 2. The ratification of the appointment of YCM CPA, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 requires that a majority in excess of 50 percent of the votes of the shares entitled to vote thereon which were present at the meeting and voted “For” the proposal.

Proposal 3. The approval of the 2022 Share Incentive Plan requires that a majority in excess of 50 percent of the votes of the shares entitled to vote thereon which were present at the meeting and voted “For” the proposal.

PROPOSAL ONE
ELECTION OF DIRECTORS
(ITEM 1 ON THE PROXY CARD)

Our board of directors (the “Board of Directors” or the “Board”) currently consists of seven directors and is divided into three classes, Class A, Class B and Class C, with only one class of directors being elected in each year and each class serving a three-year term. At the annual meeting of shareholders held in 2021, the shareholders approved the re-election of all the directors of the Company, regardless of whether the class of such directors was up for re-election. As a result, each of Mr. Hengfang Li, Mr. Guangfeng Dai, Mr. Zhizhong Hu, Dr. Shuhua Ma, Dr. Austin Huang, Dr. Zhi Li, and Ms. Lidong Liu was reelected to serve as a director of the Company until the Annual Meeting. As a result of the resignation of each of Dr. Zhi Li and Dr. Shuhua Ma as the director and the appointment of each of Mr. Baoqing Sun and Mr. Tonglong Liu as the director, the existing directors of the Board consist of Mr. Hengfang Li, Mr. Guangfeng Dai, Mr. Zhizhong Hu, Dr. Austin Huang, Ms. Lidong Liu, Mr. Baoqing Sun and Mr. Tonglong Liu. At the Annual Meeting, the shareholders will vote on the reelection of the following director nominees:

• Austin Huang and Lidong Liu as Class A directors, each to serve a term expiring at the annual meeting of shareholders in 2023 or until their successors are duly elected and qualified;

• Baoqing Sun and Tonglong Liu as Class B directors, each to serve a term expiring at the annual meeting of shareholders in 2024 or until their successors are duly elected and qualified; and

• Hengfang Li, Guangfeng Dai and Zhizhong Hu as Class C directors, each to serve a term expiring at the annual meeting of shareholders in 2025 or until their successors are duly elected and qualified.

All shares duly voted will be voted for the election of directors as specified by the shareholders. No proxy may be voted for more people than the number of nominees listed below. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the election of each of the nominees named below, all of whom are presently directors. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, although we know of no reason to anticipate that this will occur, the proxies will be voted for any nominee designated by the present Board to fill the vacancy.

The following paragraphs set forth the biographical information regarding our director nominees.

Hengfang Li

Chairman of the Board

Director since April 2016

Mr. Li has served as the Chief Executive Officer and Chairman of the Company since April 2016. Mr. Li founded Beijing REIT Technology Development Co., Ltd. (“Beijing REIT”) in 1999 and has served as Beijing REIT’s Chief Executive Officer and Chairman since 1999. Mr. Li served as the chief representative in China of the German Hess Group from 1995 until 1999. From 1988 through 1995, Mr. Li was an engineer, senior engineer and then branch director at China North Vehicle Engine Research Center. Mr. Li holds a Master degree in Engine Studies from Beijing Institute of Technology. Mr. Li was nominated as a director because of his intimate knowledge of our business as a founder of the Company, his experience serving as an executive in the construction materials industry and has extensive knowledge, experience and relationships in China’s construction materials industry.

Guangfeng Dai

Director since November 2016

Mr. Dai became the President of the Company in 2020. Previously Mr. Dai served as the Chief Operating Officer and of the Company and has served as a Director since November 2016. Mr. Dai has served as Beijing REIT’s Chief Operating Officer and Director since 2000. Mr. Dai served as the deputy representative in China for Hess Mechanical Engineering Co., Ltd. of Germany from 1997 until 2000. From 1995 through 1997, Mr. Dai was a senior engineer at Yanxing Corporation of China. From 1992 through 1994, Mr. Dai was a senior engineer at China North Industries Group Corporation. Mr. Dai received his Master degree in Automobile Engineering from Beijing Institute of Technology. Mr. Dai was nominated as a director because of his operations and management experience and of his knowledge of our Company as a long-term executive of Beijing REIT and a founder of the Company.

Zhizhong Hu

Director since November 2016

Mr. Hu has served as the Chief Technology Officer and Director of the Company since November 2016. Mr. Hu has served as Beijing REIT’s Chief Technology Officer and Director since 2000. Mr. Hu served as the general manager and executive director of Yichang Hayes Building Materials Co., Ltd. from 1997 through 2000. From 1996 through 1997, Mr. Hu served as the business representative for Hayes Mechanical Engineering Co., Ltd. of Germany. Mr. Hu received his Bachelor’s Degree in Mechanical Engineering from Nanjing University of Science and Technology. Mr. Hu was nominated as a director because of his experience in research and development and his intimate knowledge of our business as a founder of the Company.

Lidong Liu

Director since June 2021

Ms. Liu has served as the Chief Financial Officer since November 2015 for Jilin Yiyatong Deep Supply Chain Management Co., Ltd, a supply chain management company. From January 2011 to September 2015, she served as the Chief Financial Officer for Sinopharm Holding (Jilin) Co., Ltd, a pharmaceuticals company. In addition, between January 2002 and December 2010, Ms. Liu was the Chief Financial Officer for Changchun Yongxin Dirui Pharmaceutical Co., Ltd., a pharmaceuticals company. Ms. Liu is a member of China Certified Public Accountants and a seasoned executive with professional experience in auditing and financial reporting. Ms. Liu holds a bachelor’s degree in Accounting from JiLin University of Finance and Economics, and an MBA from Changchun University of Science and Technology. She has strong working capabilities for company management and business development. Ms. Liu was nominated as a director because of her expertise in management and business development.

Austin Huang

Director since November 2016

Dr. Huang has served as an independent director of the Company since November 2016. Dr. Huang has served as the President and Principal Engineer for Merit Engineering, Inc., a geotechnical, environmental, and civil engineering services company, since 1993. Among other awards, Mr. Huang has received the Diplomat of Geotechnical Engineering by the Academy of Geoprofessionals in 2011 and named a Fellow, ACCE (American Society of Civil engineering) in 2007. Dr. Huang served as an expert witness on geo-retaining wall design issues. In addition, he has presented two papers in the area of slope stability and pile foundations with socket in bedrock in international conferences. He holds 19 research publications including six in leading research journals. Dr. Huang holds a Master’s Degree and Ph.D. in Geotechnical Engineering from University of Wisconsin. Dr. Huang was nominated as a director because of his experience in geotechnical engineering, including, slope stability, soil infiltration and retaining walls that are areas applicable to our sponge city projects.

Baoqing Sun

Director since November 2022

Mr. Sun has served as an independent director of the Company since November 2022. Before retiring in 2014, Mr. Sun served as the Deputy Director of Gu’an County Transportation Bureau from March 2003 to April 2014, where he was responsible for political and administration affairs, matters regarding transportation technology, transportation combat readiness, and highway stations. He was also responsible for construction and maintenance of national and provincial main lines and local highways. Prior to that, Mr. Sun served as the Director of Economic Commission, Deputy Secretary of the Committee, Secretary of the Disciplinary Committee, and Deputy Mayor of Gu’an Town, Gu’an County, from March 2001 to March 2003, from June 2000 to March 2001, from December 1999 to June 2000, and from December 1999 to April 1995, respectively, where he was mainly handling town affairs such as town enterprises, taxation, or market development. From April 1995 to May 1996, he was the Deputy General Manager of Langfang Sanhe Food Co., Ltd.. Mr. Sun served as the Clerk of Gu’an County Labor and Personnel Bureau from June 1984 to April 1995 and worked in Gu’an County Transportation Bureau Second Automobile Team Overhaul Workshop from July 1983 to June 1984. Mr. Sun obtained a bachelor’s degree in mechanical engineering automotive from Hebei Institute of Technology. Mr. Sun was nominated as a director because of his experience in managing public construction and transportation projects and government relationship.

Tonglong Liu

Director since November 2022

Mr. Liu has served as an independent director of the Company since November 2022. Mr. Liu has also served as the Chief Executive Officer and Chairman of Beike Huizhi Software Technology Co., Ltd., a private company, since June 2018. From December 2012 to June 2018, he served as the Vice President of Great China of Dassault Systèmes S.A., a software solutions provider. Mr. Liu was with PTC, Inc. (formerly Parametric Technology Corporation) (China), a computer software and services company, from March 1993 to November 2012, where he served as the Application Engineer from March 1993 to March 1995, Sale Representative from March 1995 to September 1996, District Manager of North China from September 1996 to September 1999, Reginal Director of North China from September 1999 to September 2002, Senior Regional Director of North China from September 2002 to September 2005, Area Vice President of China from September 2005 to September 2008, and Senior Vice President of China from September 2008 to September 2012. Prior to that, Mr. Liu worked at Computer Application Research Institute, NORICO Group from February 1988 to February 1993 where, he served as Engineer from February 1988 to February 1990 and as the Deputy Director of Computer Aided Design software research division from February 1990 to February 1993. Mr. Liu received his master’s degree and bachelor’s degree from the Department of Vehicle Engineering of Beijing Institute of Technology. Mr. Liu was nominated as a director because of his experience in enterprise digital transformation including information management and product lifecycle management.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor has any been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.

Board Leadership Structure and Risk Oversight

Mr. Hengfang Li serves as our Chief Executive Officer and Chairman of the Board of Directors. As a smaller public company, we believe it is in the Company’s best interest to allow the Company to benefit from guidance from key members of management in a variety of capacities. We do not have a lead independent director and do not anticipate having a lead independent director because we will encourage our independent directors to freely voice their opinions on a relatively small company board. We believe this leadership structure is appropriate because we are a relatively small public company.

Our Board of Directors plays a significant role in our risk oversight. The Board of Directors makes all relevant Company decisions. As such, it is important for us to have our Chief Executive Officer serve on the Board as he plays a key role in the risk oversight of the Company. As a smaller reporting company with a small board of directors, we believe it is appropriate to have the involvement and input of all of our directors in risk oversight matters.

Vote Required for Approval

If a quorum is present, directors are elected by the affirmative vote of a majority in excess of 50 percent of the votes of the shares entitled to vote thereon which were present at the meeting. This means that each of the director nominees will be elected if approved by the affirmative vote of a majority in excess of 50 percent of the votes of the shares entitled to vote thereon which were present at the meeting. Votes marked “FOR” a nominee will be counted in favor of that nominee. Proxies will have full discretion to cast votes for other persons in the event any nominee is unable to serve. Failure to vote by proxy or to vote in person at the Annual Meeting and broker non-votes will have no effect on the vote since a majority in excess of 50 percent of the votes of shares entitled to vote thereon which were present at the meeting and voted for the election of each nominee is the requirement.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION
OF EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS.

PROPOSAL TWO
RATIFICATION OF THE APPOINTMENT OF YCM CPA, INC.
(ITEM 2 ON THE PROXY CARD)

What am I voting on?

A proposal to ratify the appointment of YCM CPA, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The audit committee of the Board of Directors (the “Audit Committee”) has appointed YCM CPA, Inc. to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Although the Company’s governing documents do not require the submission of this matter to shareholders, the Board of Directors considers it desirable that the appointment of YCM CPA, Inc. be ratified by our shareholders.

Has the Company changed its independent registered public accounting firm during its two most recent fiscal years?

Yes. On March 15, 2021, the Company dismissed its independent registered public accounting firm, Friedman LLP and appointed YCM CPA Inc. as its new independent registered public accounting firm.

What services does YCM CPA, Inc. provide?

Audit services provided by YCM CPA, Inc. for the fiscal year ending December 31, 2022 will include the examination of the consolidated financial statements of the Company and services related to periodic filings made with the SEC.

Will a representative of YCM CPA, Inc. be present at the Annual Meeting?

We do not expect that any representatives of YCM CPA, Inc. will be present at the Annual Meeting.

What if this proposal is not approved?

If the appointment of YCM CPA, Inc. is not ratified, the Audit Committee will reconsider the appointment.

Vote Required for Approval

If a quorum is present, the affirmative vote of a majority in excess of 50 percent of the shares entitled to vote that are present and voting in person or by proxy at the Annual Meeting is required to approve the appointment of YCM CPA, Inc. as the independent registered public accounting firm for the fiscal year ending December 31, 2022. Failure to vote by proxy or to vote in person at the Annual Meeting will have no effect on the vote.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF
YCM CPA, INC. AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.

PROPOSAL THREE
APPROVAL OF 2022 SHARE INCENTIVE PLAN
(ITEM 3 ON THE PROXY CARD)

What am I voting on?

The Board of Directors adopted the ReTo Eco-Solutions, Inc. 2022 Share Incentive Plan (the “2022 Plan”) on November 2, 2022, subject to approval by the shareholders of the Company. A copy of the 2022 Plan is attached to this proxy statement as Annex A.

The Board of Directors believes that the 2022 Plan will further the long-term stability and financial success of the Company by attracting and retaining personnel, including employees, non-employee directors, and consultants, through the use of stock incentives. It is believed that ownership of Company stock will stimulate the efforts of those employees upon whose judgment, interest, and efforts the Company is and will be largely dependent for the successful conduct of its business.

If the 2022 Plan is approved by our shareholders, then the 2022 Plan will become effective and awards made granted thereunder. If the 2022 Plan is not approved by our shareholders, it will not become effective and no awards will be granted thereunder.

Summary of the 2022 Plan

The following is a summary of the material features of the 2022 Plan. This summary is qualified in its entirety by the full text of the 2022 Plan, a copy of which is included as Annex A to this proxy statement.

How is the 2022 Plan administered?

The 2022 Plan is administered by the compensation committee of the Board of Directors (the “Compensation Committee”). The 2022 Plan provides the Compensation Committee with flexibility to design compensatory awards that are responsive to the Company’s needs. Subject to the terms of the 2022 Plan, the Compensation Committee has the discretion to determine the terms of each award.

Who is eligible to receive awards?

Persons eligible to participate in the 2022 Plan will be officers, employees, non-employee directors, and consultants of the Company and its subsidiaries as selected from time to time by the Compensation Committee in its discretion. As of the date of this proxy statement, approximately 39 individuals will be eligible to participate in the 2022 Plan, which includes approximately 5 officers, 28 employees who are not officers, 4 non-employee directors, and 2 consultants.

What kind of awards may be granted?

Awards under the 2022 Plan may be in the form of incentive stock options, nonstatutory stock options or restricted stock awards.

An option is the right to purchase common shares at a price and on a schedule set by the Compensation Committee. The option price will be no less than the fair market value of the shares on the option grant date.

How many shares are available for issuance under the 2022 Plan?

Subject to the adjustment provisions contained in the 2022 Plan, the maximum number of shares as to which awards may be granted under the 2022 Plan is 5,000,000 shares. The fair market value of a common share of the Company as of November 1, 2022 was $0.64 as reported on the Nasdaq Stock Market.

The 2022 Plan provides for an automatic share reserve increase feature, whereby the share reserve will be increased automatically on the first day of each fiscal year beginning with the 2023 fiscal year, in an amount equal to the lesser of (i) a number equal to 5% of the aggregate number of Company common shares outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares as is determined by the Compensation

Committee. The automatic share reserve feature and any provisions that are or would create a “formula” plan for purposes of Nasdaq listing requirements will operate only until the ten-year anniversary of the earlier of the initial adoption of the 2022 Plan by the Board or the approval of the 2022 Plan by our shareholders, and therefore no automatic share reserve increase will be added after the increase on the first day of our 2032 fiscal year.

Shares underlying any awards under the 2022 Plan that are forfeited, cancelled, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding, satisfied without the issuance of stock or otherwise terminated (other than by exercise) will be added back to the shares available for issuance under the 2022 Plan.

Up to 5,000,000 common shares may be issued upon the exercise of incentive stock options under the 2022 Plan.

Are awards made under the 2022 Plan transferable?

Except as provided below, no award under the 2022 Plan may be transferred by a participant other than by will or the laws of descent and distribution, and options may be exercised during the participant’s lifetime only by the participant. The Compensation Committee may expressly provide in a nonstatutory stock option award agreement that the participant may transfer the award to a spouse or lineal descendant, a trust for the exclusive benefit of such family members, a partnership or other entity in which all the beneficial owners are such family members, or any other entity affiliated with the participant that the Compensation Committee may approve. Notwithstanding the foregoing, any shares awarded (subject to any vesting requirements in a given grant) may be transferred in accordance with applicable law.

When does the 2022 Plan terminate?

The Board of Directors may terminate the 2022 Plan at any time. If not sooner terminated by the Board of Directors, the 2022 Plan will terminate on the tenth anniversary of its effective date. Any such termination will not affect outstanding awards.

How can the 2022 Plan be amended?

The 2022 Plan and any award may be amended by the Board of Directors, although no amendment may, without the consent of the participant, materially and adversely affect a participant’s rights under an award previously granted to him.

Approval of the shareholders shall be required for any amendment where required by applicable law, as well as (i) to increase the number of shares available for issuance under the 2022 Plan, (ii) to change the persons or class of persons eligible to receive awards under the 2022 Plan, or (iii) to materially increase the benefits accruing to participants under the 2022 Plan.

The Board may condition any amendment on the approval of the shareholders if such approval is necessary or deemed advisable with respect to the applicable listing or other requirements of a national securities exchange or other applicable laws, policies or regulations.

What tax withholding obligations apply to awards under the 2022 Plan?

Participants in the 2022 Plan are responsible for the payment of any federal, state, or local taxes that the Company or its affiliate are required by law to withhold upon the exercise of options or vesting of a restricted stock award. The Compensation Committee may cause any tax withholding obligation of the Company or its affiliate to be satisfied, in whole or in part, by the applicable entity withholding from the common shares to be issued pursuant to an award a number of shares with an aggregate fair market value that would satisfy the withholding amount due. The Compensation Committee may also permit any tax withholding obligation of the Company or its affiliate to be satisfied, in whole or in part, by the participant’s delivery of common shares already owned by the participant in an amount that would satisfy the withholding amount due.

How are awards under the 2022 Plan affected by corporate changes or a change in control?

In the event of a consolidation, merger, dissolution or liquidation of the Company, a sale or distribution of assets or stock, or a change in control (as defined in the 2022 Plan), the Compensation Committee may take any action it deems appropriate, which action may include, without limitation, the following: (i) acceleration of the vesting schedule; (ii) purchase or settlement of the award for a cash payment; (iii) adjustments to reflect the event; or (iv) assumption of or substitution for the award by the acquiring or surviving legal entity.

Certain United States Federal Income Tax Aspects

The following is a summary of the principal U.S. federal income tax consequences of certain awards under the 2022 Plan, based upon the current provisions of the U.S. Tax Code and regulations promulgated thereunder. The rules governing the tax treatment of such awards are quite technical, so the following discussion of tax consequences is necessarily general in nature and is not complete. In addition, statutory provisions are subject to change, as are their interpretations, and their application may vary in individual circumstances. This summary does not describe all U.S. federal tax consequences under the 2022 Plan, nor does it describe state, local, or non-U.S. tax consequences.

The 2022 Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the U.S. Employee Retirement Income Security Act of 1974, as amended. The Company’s ability to realize the benefit of any tax deductions described below depends on the Company’s generation of taxable income as well the satisfaction of the Company’s tax reporting obligations.

Incentive Stock Options. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive stock option. If Company common shares issued to an optionee pursuant to the exercise of an incentive stock option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then generally (i) upon sale of such shares, any amount realized in excess of the exercise price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) neither the Company nor its subsidiaries will be entitled to any deduction for U.S. federal income tax purposes; provided that such incentive stock option otherwise meets all of the technical requirements of an incentive stock option. The exercise of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

If Company common shares acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a “disqualifying disposition”), generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares at exercise (or, if less, the amount realized on a sale of such shares) over the exercise price thereof, and (ii) the Company or a subsidiary will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive stock option is paid by tendering Company common shares.

If an incentive stock option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a nonstatutory stock option. Generally, an incentive stock option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.

Nonstatutory Stock Option. No taxable income is generally realized by the optionee at the time a nonstatutory stock option is granted. Generally (i) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the exercise price and the fair market value of the Company common shares on the date of exercise, and either the Company or a subsidiary receives a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares have been held. Special rules will apply where all or a portion of the exercise price of the nonstatutory stock option is paid by tendering Company common shares. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the option.

Restricted Stock. Either the Company or a subsidiary generally will be entitled to a tax deduction in an amount equal to the ordinary income realized by the participant at the time the participant recognizes such income. Participants typically are subject to income tax and recognize such tax at the time that an award is exercised, vests, or becomes non-forfeitable, unless the award provides for deferred settlement.

The participant’s basis for the determination of gain or loss upon the subsequent disposition of restricted shares will be the amount paid for such shares plus any ordinary income recognized when the shares were originally delivered, and the participant’s capital gain holding period for those shares will begin on the day after they are transferred to the participant.

New Plan Benefits

No awards have been previously granted under the 2022 Plan and no awards have been granted that are contingent on shareholder approval of the 2022 Plan. The awards that are to be granted to any participant or group of participants are indeterminable at the date of this proxy statement because participation and the types of awards that may be granted under the 2022 Plan are subject to the discretion of the Compensation Committee. Consequently, no new plan benefits table is included in this proxy statement.

Where can I get a copy of the 2022 Plan?

This summary is not a complete description of all provisions of the 2022 Plan. A copy of the 2022 Plan is attached hereto as Annex A.

Vote Required for Approval

The approval of the 2022 Share Incentive Plan requires that a majority in excess of 50 percent of the shares entitled to vote thereon which were present at the meeting and were voted “For” the proposal. A properly executed proxy card marked “Abstain” with respect to this proposal will not be voted. Broker non-votes will have no effect on the vote for Proposal 3.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE
APPROVAL OF THE 2022 SHARE INCENTIVE PLAN

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

What if a nominee is unwilling or unable to serve?

Each of the nominees listed in this proxy statement (the “Proxy Statement”) has agreed to serve as a director, if re-elected or elected. If for some unforeseen reason a nominee becomes unwilling or unable to serve, proxies will be voted for a substitute nominee selected by the Board of Directors

How are directors compensated?

All directors hold office until the expiration of their respective terms or until their successors have been duly elected and qualified. Non-employee directors are entitled to receive $10,000 per year for serving as directors and may receive stock grants pursuant to our share incentive plans. 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.

How does the Board determine which directors are independent?

The Board of Directors reviews the independence of each director yearly. During this review, the Board of Directors considers transactions and relationships between each director (and his or her immediate family and affiliates) and the Company and its management to determine whether any such relationships or transactions are inconsistent with a determination that the director is independent in light of applicable law, listing standards and the Company’s director independence standards. The Company believes that it maintains a majority of independent directors who are deemed to be independent under the definition of independence provided by Nasdaq Listing Rule 5605(a)(2).

What role does the Nominating Committee play in selecting nominees to the Board of Directors?

Two of the primary purposes of the nominating committee of the Board of Director (the “Nominating Committee”) are (i) to develop and implement policies and procedures that are intended to ensure that the Board of Directors will be appropriately constituted and organized to meet its fiduciary obligations to the Company and its shareholders and (ii) to identify individuals qualified to become members of the Board of Directors and to recommend to the Board of Directors the director nominees for the annual meeting of shareholders. The Nominating Committee is also responsible for considering candidates for membership on the Board of Directors submitted by eligible shareholders. The Nominating Committee’s charter is available on the Company’s Investor Relations website at http://en.retoeco.com/ and in print upon request.

Are the members of the Nominating Committee independent?

Yes. All members of the Nominating Committee have been determined to be independent by the Board of Directors.

How does the Nominating Committee identify and evaluate nominees for director?

The Nominating Committee considers candidates for nomination to the Board of Directors from a number of sources. The Nominating Committee conducts an annual evaluation of the Board of Directors, identifies, considers, and recommends candidates to fill new positions or vacancies on the Board, and reviews any candidates recommended by shareholders. The Nominating Committee also evaluates the performance of individual members of the Board eligible for re-election and recommending the director nominees by class for election to the Board by the shareholders at the annual meeting of shareholders. The Nominating Committee also ensures that each director appointed to the Board of Directors is not disqualified from acting as a company director under Section 111 of the BVI Business Companies Act, 2004 (as amended).

What are the Nominating Committee’s policies and procedures for considering director candidates recommended by shareholders?

The Nominating Committee considers candidates for nomination to the Board of Directors from a number of sources. Current members of the Board of Directors are considered for re-election unless they have notified the Company that they do not wish to stand for re-election. The Nominating Committee also considers candidates recommended by current members of the Board of Directors, members of management or eligible shareholders. From time to time the Board of Directors may engage a firm to assist in identifying potential candidates, although the Company did not engage such a firm to identify any of the nominees for director proposed for election at the Annual Meeting.

The Nominating Committee evaluates all candidates for director, regardless of the person or firm recommending such candidate, on the basis of the length and quality of their business experience, the applicability of such candidate’s experience to the Company and its business, the skills and perspectives such candidate would bring to the Board of Directors and the personality or “fit” of such candidate with existing members of the Board of Directors and management. The Nominating Committee does not have a specific policy in place with regard to the consideration of diversity when identifying director nominees. However, the Nominating Committee does consider diversity of opinion and experience when nominating directors.

What are the minimum qualifications required to serve on the Company’s Board of Directors?

All members of the Board of Directors must possess the following minimum qualifications as determined by the Nominating Committee:

• A director must demonstrate integrity, accountability, informed judgment, financial literacy, creativity and vision;

• A director must be prepared to represent the best interests of all shareholders of the Company, and not just one particular constituency;

• A director must have a record of professional accomplishment in his or her chosen field;

• A director must be prepared and able to participate fully in activities of the Board of directors, including membership on committees of the Board.

If the candidate is to be evaluated by the Nominating Committee, the Secretary will request a detailed resume, an autobiographical statement explaining the candidate’s interest in serving as a director of the Company, a completed statement regarding conflicts of interest, and a waiver of liability for a background check from the candidate.

What other considerations does the Nominating Committee consider?

The Nominating Committee believes it is important to have directors from various backgrounds and professions in order to ensure that the Board of Directors has a wealth of experiences to inform its decisions. Consistent with this philosophy, in addition to the minimum standards set forth above, business and managerial experience and an understanding of financial statements and financial matters are very important. A director must also not be disqualified from acting as a company director under Section 111 of the BVI Business Companies Act, 2004 (as amended).

How may shareholders communicate with the members of the Board of Directors?

Shareholders and others who are interested in communicating directly with members of the Board of Directors, including communication of concerns relating to accounting, internal accounting controls or audit matters, or fraud or unethical behavior, may do so by writing to the directors at the following address:

Name of Director or Directors
ReTo Eco-Solutions, Inc.
c/o Beijing REIT Technology Development Co., Ltd.
Building X-702, Tower A, 60 Anli Road, Chaoyang District, Beijing
People’s Republic of China 100101

Does the Company have a Code of Business Ethics and Conduct?

The Company has adopted a Code of Business Conduct and Ethics, which is applicable to all directors, officers and associates of the Company, including the principal executive officer and the principal financial and accounting officer. The complete text of the Code of Business Conduct and Ethics is available on the Company’s Investor Relations web site at http://en.retoeco.com/ and is also available in print upon request. The Company intends to post any amendments to or waivers from its Code of Business Conduct and Ethics (to the extent applicable to the Company’s principal executive officer and principal financial and accounting officer) at this location on its web site.

How often did the Board meet in 2021?

The Board of Directors met two times during 2021.

What are the committees of the Board?

During the fiscal year ended December 31, 2021, the Board of Directors had standing Audit, Nominating, and Compensation Committees (collectively the “Committees”). The members of each of the Committees as of December 31, 2021, their principal functions, and the number of meetings held during the year ended December 31, 2021 are shown below.

Audit Committee

Our Audit Committee consists of Lidong Liu, Baoqing Sun and Tonglong Liu, with Lidong Liu serving as the chairperson. The Board has determined that each of the members of the Audit Committee is “independent” and that Ms. Lidong Liu qualifies as an “audit committee financial expert” in accordance with applicable Nasdaq listing standards. The primary responsibility of the Audit Committee is to make such examinations as are necessary to monitor the corporate financial reporting and external audits of the Company and its subsidiaries; to provide to the Board the results of its examinations and recommendations derived therefrom; to outline to the Board improvements made, or to be made, in internal accounting controls; to nominate an independent auditor; and to provide to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters requiring Board attention. The Audit Committee’s charter is available on the Company’s website at http://en.retoeco.com/ and in print upon request. Our Audit Committee held two meetings during the fiscal year ended December 31, 2021.

Compensation Committee

Our Compensation Committee consists of Austin Huang, Baoqing Sun and Tonglong Liu, with Austin Huang serving as the chairperson. The Board has determined that each member of the Compensation Committee is “independent” as that term is defined under the Nasdaq listing rules.

The Compensation Committee reviews and makes recommendations to the board regarding our compensation policies for our officers and all forms of compensation, and also administers our incentive compensation plans and equity-based plans (but our board retains the authority to interpret those plans). The Compensation Committee’s charter is available on the Company’s website at http://en.retoeco.com/ and in print upon request. The Compensation Committee held one meeting during the fiscal year ended December 31, 2021.

The Compensation Committee may not delegate its authority to other persons. The Compensation Committee has not engaged a compensation consultant to assist in the determination of executive compensation issues. While the Company’s executives will communicate with the Compensation Committee regarding executive compensation issues, the Company’s executive officers do not participate in any executive compensation decisions.

Nominating Committee

Our Nominating Committee consists of Baoqing Sun, Tonglong Liu and Austin Huang, with Austin Huang serving as the chairperson. All members of the Nominating Committee are independent, as such term is defined by the Nasdaq Capital Market listing standards.

The Nominating Committee is responsible for the assessment of the performance of the Board, considering and making recommendations to the board with respect to the nominations or elections of directors and other governance issues. The nominating committee considers diversity of opinion and experience when nominating directors. The Nominating Committee’s charter is available on the Company’s website at http://en.retoeco.com/ and in print upon request. The Nominating Committee held one meeting during the fiscal year ended December 31, 2021.

The Board of Directors has determined to provide a process by which shareholders may communicate with the Board as a whole, a Board committee or individual director. Shareholders wishing to communicate with the Board as a whole, a Board committee or an individual member may do so by sending a written communication addressed to the Board of Directors of the Company or to the committee or to an individual director, ReTo Eco-Solutions, Inc., c/o Beijing REIT Technology Development Co., Ltd., Building X-702, Tower A, 60 Anli Road, Chaoyang District, Beijing, People’s Republic of China 100101. All communications will be compiled by the Secretary of the Company and submitted to the Board of Directors or the addressee no later than the next regular Board meeting.

MANAGEMENT

In addition to the information below, for information as to the business history of our other directors, see the section “Proposal One: Election of Directors” elsewhere in this Proxy Statement.

Degang Hou. Mr. Hou has served as the Chief Internal Control Officer of ReTo since 2020. From 1983 through 1999, he was an engineer and senior engineer of North Vehicle Research Institute, State Weaponry Equipment Corporation. From 1999 through 2020 he was the deputy general manager for ReTo Eco-Solutions. He graduated in Ship Internal Combustion Engine Direction from Dalian University of Technology in 1983.

Yue Hu. Ms. Hu has served as Chief Financial Officer of ReTo since August 2022. She has worked in Beijing REIT Technology Development Co., Ltd., a wholly owned subsidiary of ReTo, as an assistant to the management since May 2019, and has assisted with preparation and filing of periodic reports of the Company to the Securities and Exchange Commission. From March 2015 to December 2016, Ms. Hu worked in Gu’an REIT Machinery Manufacturing Co., Ltd., a former wholly owned subsidiary of the Company, as a procurement specialist, in charge of purchasing accessories needed for production and processing. Ms. Hu received her Bachelor’s degree in Accounting from Xi’an Siyuan University.

Employment Agreements

Employment Agreement of Hengfang Li

The Company entered into an employment agreement with Mr. Li on December 31, 2021 (the “Li Employment Agreement”), pursuant to which Mr. Li serves as Chairman and Chief Executive Officer of the Company and Beijing REIT for a term from January 1, 2022 and shall terminate on December 31, 2023. Pursuant to the Li Employment Agreement, Mr. Li is entitled to an annual compensation of RMB 800,000 (approximately $117,000) and social insurance and other employee benefits (including health insurance, vacation and expense reimbursement), each in accordance with PRC law and the Company’s policies.

Employment Agreement of Guangfeng Dai

The Company entered into an employment agreement with Mr. Dai on December 31, 2021, (the “Dai Employment Agreement”) pursuant to which Mr. Dai serves as the President of the Company and Beijing REIT for a term from January 1, 2022 and shall terminate on December 31, 2023. Pursuant to the Dai Employment Agreement, Mr. Dai is entitled to annual compensation of RMB 750,000 (approximately $109,000) and social insurance and other employee benefits (including health insurance, vacation and expense reimbursement), each in accordance with PRC law and the Company’s policy.

Employment Agreement of Zhizhong Hu

The Company entered into an employment agreement with Mr. Hu on December 31, 2021, (the “Hu Employment Agreement”), pursuant to which Mr. Hu serves as the Chief Technology Officer of the Company and Beijing REIT for a term from January 1, 2022 and shall terminate on December 31, 2023. Pursuant to the Hu Employment Agreement, Mr. Hu is entitled to annual compensation of RMB 700,000 (approximately $102,000) and social insurance and other employee benefits (including health insurance, vacation and expense reimbursement), each in accordance with PRC law and the Company’s policy.

Employment Agreement of Degang Hou

The Company entered into an employment agreement with Mr. Hou on December 31, 2021 (the “Hou Employment Agreement”), pursuant to which Mr. Hou serves as the Chief Internal Control Officer of the Company and Beijing REIT for a term from January 1, 2022 and shall terminate on December 31, 2023. Pursuant to the Hou Employment Agreement, Mr. Hou is entitled to annual compensation of RMB 700,000 (approximately $102,000) and social insurance and other employee benefits (including health insurance, vacation and expense reimbursement), each in accordance with PRC law and the Company’s policy.

Employment Agreement with Yue Hu

The Company entered into an employment agreement with Ms. Hu on August 15, 2022 providing for Ms. Hu to serve as the Company’s Chief Financial Officer (the “Hu Employment Agreement”) for a term from August 15, 2022 to August 14, 2025. Pursuant to the terms of the Hu Employment Agreement, Ms. Hu will be entitled to an annual compensation of RMB180,000 (approximately $26,500) and social insurance and other employee benefits (including health insurance, vacation and expense reimbursement), each in accordance with laws in the People’s Republic of China and the Company’s policy. The Hu Employment Agreement may be terminated in accordance with the PRC Labor Contract Law and relevant local regulations in Beijing.

Compensation of Directors and Executive Officers

In 2021, we expensed an aggregate of approximately $501,233 as salaries, bonuses and fees to our senior officers named in this Proxy Statement. We do not separately set aside any amounts for pensions, retirement or other benefits for our executive officers, other than pursuant to relevant statutory requirements.

Officers are elected by and serve at the discretion of the Board of Directors. Employee directors do not receive any compensation for their services on the Board of Directors. Non-employee directors are entitled to receive $10,000 per year for serving as directors and may receive stock grants pursuant to our share incentive plans. 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.

2018 Share Incentive Plan

On November 6, 2018, the Company’s shareholders approved the 2018 Share Incentive Plan (the “2018 Incentive Plan”). The 2018 Incentive Plan allows for issuance of up to 2,000,000 common shares to employees, non-employee directors, officers and consultants for services rendered to the Company.

As of the date of this Proxy Statement, no shares available for issuance under the 2018 Incentive Plan.

2021 Share Incentive Plan

On November 23, 2021, Beijing time, the Company’s shareholders approved the 2021 Share Incentive Plan (the “2021 Incentive Plan”). The 2021 Incentive Plan allows for issuance of up to 3,000,000 common shares to employees, non-employee directors, officers and consultants for services rendered to the Company.

As of the date of this Proxy Statement, there are no shares available for issuance under the 2021 Incentive Plan.

Board of Directors

Our board of directors currently consists of seven directors. The directors are divided into three classes, as nearly equal in number as the then total number of directors permits. Only one class of directors will be elected in each year and each class serving a three -year term. The term of office for our Class A directors, consisting of Austin Huang and Lidong Liu, will expire at our 2023 annual meeting of shareholders. The term of office for our Class B directors, consisting of Baoqing Sun and Tonglong Liu, will expire at our 2024 annual meeting of shareholders. The term of office for our Class C directors, consisting of Hengfang Li, Guangfeng Dai and Zhizhong Hu, will expire at our 2025 annual meeting of shareholders.

If the number of directors changes, any increase or decrease will be apportioned among the classes so as to maintain the number of directors in each class as nearly as possible. Any additional director of a class elected to fill a vacancy resulting from an increase in such class will hold office for a term that coincides with the remaining term of that class. Decreases in the number of directors will not shorten the term of any incumbent director. These board provisions could make it more difficult for third parties to gain control of our Company by making it difficult to replace members of the board of directors.

There are no membership qualifications for directors. Further, there are no share ownership qualifications for directors unless so fixed by us in a general meeting.

The Board of Directors maintains a majority of independent directors who are determined to be independent under the definition of independence Nasdaq listing rules. Baoqing Sun, Tonglong Liu and Austin Huang are our independent directors.

There are no other arrangements or understandings pursuant to which our directors are selected or nominated. We do not have any service contacts with our directors that provide for benefits upon termination of employment.

Our Board of Directors plays a significant role in our risk oversight. The Board of Directors makes all relevant company decisions. As such, it is important for us to have our Chief Executive Officer serve on the Board as he plays key roles in the risk oversight or the Company. As a smaller reporting company with a small board of directors, we believe it is appropriate to have the involvement and input of all of our directors in risk oversight matters.

Committees of the Board of Directors

Currently, three Committees have been established under the board: the Audit Committee, the Compensation Committee and the Nominating Committee. The Audit Committee is responsible for overseeing the accounting and financial reporting processes of our Company and audits of the financial statements of our Company, including the appointment, compensation and oversight of the work of our independent auditors. The Compensation Committee reviews and makes recommendations to the board regarding our compensation policies for our officers and all forms of compensation, and also administers our incentive compensation plans and equity-based plans (but our board retains the authority to interpret those plans). The Nominating Committee is responsible for the assessment of the performance of the board, considering and making recommendations to the board with respect to the nominations or elections of directors and other governance issues. The Nominating Committee considers diversity of opinion and experience when nominating directors.

Baoqing Sun and Tonglong Liu serve on all three Committees, Austin Huang serves on the Nominating Committee and Compensation Committee, Lidong Liu serves on the Audit Committee. At this time, Austin Huang chairs the Nominating Committee; Lidong Liu chairs the Audit Committee; and Austin Huang chairs the Compensation Committee. Lidong Liu qualifies as an “audit committee financial expert” as that term is defined by the applicable SEC regulations and Nasdaq Capital Market corporate governance requirements.

Duties of Directors

Under British Virgin Islands law, our directors have a duty to act honestly, in good faith and in the best interests of the Company. Our directors also have a duty to exercise the care, diligence and skills that a reasonable person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our Memorandum and Articles of Association and British Virgin Islands law. Failure to perform these duties in this manner may leave the director liable for damages if the Company suffers a loss as a result of such actions.

The functions and powers of our Board of Directors include, among others:

• having all the powers necessary for managing and for directing and supervising, the business and affairs for the Company;

• appointing officers and determining the term of office of the officers;

• fixing the emoluments of officers;

• exercising all powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party;

• designating Committees of directors;

• executing checks, promissory notes, drafts, bills of exchange and other negotiable instruments on behalf of the Company; and

• determining that any sale, transfer, lease, exchange, or other disposition is in the usual or regular course of the business carried on by the Company and such determination is, in the absence of fraud, conclusive.

Interested Transactions

A director may vote, attend a Board meeting or sign a document on our behalf with respect to any contract or transaction in which he or she is interested. A director must promptly disclose the interest to all other directors after becoming aware of the fact that he or she is interested in a transaction we have entered into or are to enter into. A general notice or disclosure to the board or otherwise contained in the minutes of a meeting or a written resolution of the board or any committee of the board that a director is a shareholder, director, officer or trustee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company will be sufficient disclosure, and, after such general notice, it will not be necessary to give special notice relating to any particular transaction. A director may be counted for a quorum upon a motion in respect of any contract or arrangement which he shall make with our company, or in which he is so interested and may vote on such motion.

Remuneration and Borrowing

The directors may receive such remuneration as our Board of Directors may determine from time to time. Each director is entitled to be repaid or prepaid for all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred in attending meetings of our Board of Directors or committees of our Board of Directors or shareholder meetings or otherwise in connection with the discharge of his or her duties as a director. The Compensation Committee will assist the directors in reviewing and approving the compensation structure for the directors.

Our Board of Directors may exercise all the powers of the Company to borrow money and to mortgage or charge our undertakings and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

Qualification

A director is not required to hold shares as a qualification to office.

Limitation on Liability and Other Indemnification Matters

Under British Virgin Islands law, each of our directors and officers, in performing his or her functions, is required to act honestly and in good faith with a view to our best interests. Our Memorandum and Articles of Association provide that we shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who: (a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director; or (b) is or was, at our request, serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise. Such limitation of liability does not affect the availability of equitable remedies such as injunctive relief or rescission. These provisions will not limit the liability of directors under United States federal securities laws.

We may only indemnify a director if he or she acted honestly and in good faith with the view to our best interests and, in the case of criminal proceedings, the director had no reasonable cause to believe that his or her conduct was unlawful. The decision of our Board of Directors as to whether the director acted honestly and in good faith with a view to our best interests and as to whether the director had no reasonable cause to believe that his or her conduct was unlawful, is in the absence of fraud sufficient for the purposes of indemnification, unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entry of no plea does not, by itself, create a presumption that a director did not act honestly and in good faith and with a view to our best interests or that the director had reasonable cause to believe that his or her conduct was unlawful. If a director to be indemnified has been successful in defense of any proceedings referred to above, the director is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the director or officer in connection with the proceedings.

We may purchase and maintain insurance in relation to any of our directors or officers against any liability asserted against the directors or officers and incurred by the directors or officers in that capacity, whether or not we have or would have had the power to indemnify the directors or officers against the liability as provided in our Memorandum and Articles of Association.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors or officers under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable as a matter of United States law.

Material Changes in Manner of Recommending Board of Directors Nominees

There were no material changes in manner of recommending Board of Directors nominees to our Board of Directors in the fiscal year ended December 31, 2021.

Related Party Transactions

Please refer to the Company’s Annual Report on Form 20-F for a full discussion of related party transactions.

Our Audit Committee (which consists solely of independent directors) has approved all related party transactions. All material related party transactions are made or entered into on terms that are no less favorable to us than can be obtained from unaffiliated third parties.

AUDIT COMMITTEE REPORT AND FEES PAID TO
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Who served on the Audit Committee of the Board of Directors during fiscal year 2021?

The members of the Audit Committee as of December 31, 2021 were Sophia Liu (resigned in June 2021), Lidong Liu (appointed in June 2021), Shuhua Ma and Zhi Li. Each member of the Audit Committee is independent under the rules of the SEC and the Nasdaq Capital Market. The Board of Directors has determined that Dr. Liu, who is an independent director, is an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

What document governs the activities of the Audit Committee?

The Audit Committee acts under a written charter, which sets forth its responsibilities and duties, as well as requirements for the Audit Committee’s composition and meetings. The Audit Committee Charter is available on the Company’s website at http://en.retoeco.com/.

How does the Audit Committee conduct its meetings?

During fiscal year ended December 31, 2021, the Audit Committee met with the senior members of the Company’s financial management team and the Company’s independent registered public accounting firm. The Audit Committee’s agenda was established by the Chairman. At each meeting, the Audit Committee reviewed and discussed various financial and regulatory issues. The Audit Committee also had private, separate sessions from time to time with representatives of the Company’s independent registered public accounting firm, at which meetings candid discussions of financial management, accounting and internal control issues took place.

Does the Audit Committee review the periodic reports and other public financial disclosures of the Company?

The Audit Committee reviews each of the Company’s semi-annal and annual reports, including Management’s Discussion of Results of Operations and Financial Condition. As part of this review, the Audit Committee discusses the reports with the Company’s management and considers the audit and review reports prepared by the independent registered public accounting firm about the Company’s semi-annual and annual reports, as well as related matters such as the quality (and not just the acceptability) of the Company’s accounting principles, alternative methods of accounting under generally accepted accounting principles and the preferences of the independent registered public accounting firm in this regard, the Company’s critical accounting policies and the clarity and completeness of the Company’s financial and other disclosures.

What is the role of the Audit Committee in connection with the financial statements and controls of the Company?

Management of the Company has primary responsibility for the financial statements and internal control over financial reporting. The independent registered public accounting firm has responsibility for the audit of the Company’s financial statements. The responsibility of the Audit Committee is to oversee financial and control matters, among other responsibilities fulfilled by the Audit Committee under its charter. The Audit Committee meets regularly with the independent registered public accounting firm, without the presence of management, to ensure candid and constructive discussions about the Company’s compliance with accounting standards and best practices among public companies comparable in size and scope to the Company. The Audit Committee also regularly reviews with its outside advisors material developments in the law and accounting literature that may be pertinent to the Company’s financial reporting practices.

What has the Audit Committee done with regard to the Company’s audited financial statements for the fiscal year ended December 31, 2021?

The Audit Committee has:

• reviewed and discussed the audited financial statements with the Company’s management; and

• discussed with YCM CPA Inc., the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2021, the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended.

Has the Audit Committee considered the independence of the Company’s auditors?

The Audit Committee has received from YCM CPA Inc. the written disclosures and the letter required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, and the Audit Committee has discussed with YCM CPA Inc. about their independence. The Audit Committee has concluded that YCM CPA Inc. is independent from the Company and its management.

Has the Audit Committee made a recommendation regarding the audited financial statements for fiscal 2021?

Based upon its review and the discussions with management and the Company’s independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for the Company be included in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021.

Has the Audit Committee reviewed the fees paid to the independent registered public accounting firm during fiscal 2021?

The Audit Committee has reviewed and discussed the fees paid to YCM CPA Inc. during 2021 for audit, audit-related, tax and other services, which are set forth below under “Fees Paid to Independent Registered Public Accounting Firm.”

What is the Company’s policy regarding the retention of the Company’s auditors?

The Audit Committee has adopted a policy regarding the retention of the independent registered public accounting firm that requires pre-approval of all services by the Audit Committee.

Who prepared this report?

This report has been furnished by the members of the Audit Committee:

Lidong Liu, Chairwoman

Baoqing Sun

Tonglong Liu

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Fees

During fiscal 2021, the aggregate audit fees of YCM CPA Inc., our new independent registered public accounting firm, and Friedman LLP, our former independent registered public accounting firm, for the annual audit of our financial statements and the periodic reviews of the financial statements were $190,000.

During fiscal 2020, Friedman LLP’s fees for the annual audit of our financial statements and the periodic reviews of the financial statements were $160,000.

Audit-Related Fees

The Company has not paid YCM CPA Inc. and Friedman LLP, for audit-related services for the fiscal year ended December 31, 2021 and 2020, respectively.

Tax Fees

The Company has not paid YCM CPA Inc. and Friedman LLP, for tax services for the fiscal year ended December 31, 2021 and 2020, respectively.

All Other Fees

The Company has not paid YCM CPA Inc. and Friedman LLP for any other services in the fiscal year ended December 31, 2021 and 2020, respectively.

Audit Committee Pre-Approval Policies

Before YCM CPA Inc. was engaged by the Company to render audit or non-audit services, the engagement was approved by the Company’s Audit Committee. All services rendered by YCM CPA Inc. have been so approved.

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth information with respect to beneficial ownership of our common shares as of November 2, 2022, for:

• Each person who is known by us to beneficially own 5% or more of our outstanding common shares;

• Each of our current directors and named executive officers; and

• All directors and named executive officers as a group.

The number and percentage of common shares beneficially owned are based on 43,108,112 common shares issued and outstanding as of November 2, 2022. Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our common shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of common shares beneficially owned by a person listed below and the percentage ownership of such person, common shares underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of November 2, 2022 are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all common shares shown as beneficially owned by them. Unless otherwise indicated in the footnotes, the address for each principal shareholder is in the care of our Company at Building X-702, Tower A, 60 Anli Road, Chaoyang District, Beijing, People’s Republic of China 100101.

	Beneficial Ownership
Name of Beneficial Owner	Common Shares	Percentage
Directors and Executive Officers
Hengfang Li(1)	2,396,264	5.6	%
Guangfeng Dai(2)	1,370,632	3.2	%
Zhizhong Hu(3)	1,205,632	2.8	%
Degang Hou(4)	1,105,632	2.6	%
Lidong Liu	—	—
Austin Huang	30,000	*
Baoqing Sun	—	—
Tonglong Liu	—	—
Yue Hu	—	—
All directors and executive officers as a group (nine persons)	6,108,160	14.2	%
Other 5% or Greater Beneficial Owners
REIT International Development (Group) Co., Limited(1)(2)(3)(4)	3,903,161	9.1	%

____________

* Less than 1%.

(1) Represents (i) approximately 1,561,264 common shares held through REIT International Development (Group) Co., Limited, a Hong Kong limited liability company (“REIT International”). Mr. Li holds a 40% ownership of REIT International and has the voting and investment power with respect to 40% of the 3,903,161 common shares held by REIT International; (ii) 10,000 common shares held through Soothie Holdings Limited, a British Virgin Islands company, controlled by Mr. Li; (iii) 225,000 common shares held by Mr. Li directly and (iv) 600,000 common shares to be granted to Mr. Li under the 2021 Share Incentive Plan.

(2) Represents (i) approximately 780,632 common shares held through REIT International. Mr. Dai holds a 20% ownership of REIT International and has the voting and investment power with respect to 20% of the 3,903,161 common shares held by REIT International; (ii) 150,000 common shares held by Mr. Dai directly and (iii) 440,000 common shares to be granted to Mr. Dai under the 2021 Share Incentive Plan.

(3) Represents (i) approximately 780,632 common shares held through REIT International. Mr. Hu holds a 20% ownership of REIT International and has the voting and investment power with respect to 20% of the 3,903,161 common shares held by REIT International; (ii) 125,000 common shares held by Mr. Hu directly; and (iii) 300,000 common shares to be granted to Mr. Hu under the 2021 Share Incentive Plan.

(4) Represents (i) approximately 780,632 common shares held through REIT International. Mr. Hou holds a 20% ownership of REIT International and has the voting and investment power with respect to 20% of the 3,903,161 common shares held by REIT International; (ii) 125,000 common shares held by Mr. Hou directly; and (iii) 200,000 common shares to be granted to Mr. Hou under the 2021 Share Incentive Plan.

GENERAL

Compensation Committee Interlocks and Insider Participation

None of the members of the Board of Directors who served on the Compensation Committee during the fiscal year ended December 31, 2021 were officers or employees of the Company or any of its subsidiaries or had any relationship with the Company requiring disclosure under SEC regulations. During fiscal year 2021, no interlocking relationships existed between any of our executive officers or members of our Board or Compensation Committee, on the one hand, and the executive officers or members of the board of directors or compensation committee of any other entity, on the other hand.

Compliance with Section 16(a) Beneficial Ownership Reporting Requirements

We are a foreign private issuer and, as a result, our directors and executive officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short-swing profit disclosure and recovery regime.

Availability of Annual Report to Shareholders

Rules promulgated by the SEC require us to provide an Annual Report to Shareholders who receive this Proxy Statement. We will also provide copies of the Annual Report to brokers, dealers, banks, voting trustees and their nominees for the benefit of their beneficial owners of record. Additional copies of the Annual Report on Form 20-F for the fiscal year ended December 31, 2021 (without exhibits or documents incorporated by reference), are available without charge to shareholders upon written request to Secretary, ReTo Eco-Solutions Inc., Building X-702, Tower A, 60 Anli Road, Chaoyang District, Beijing, People’s Republic of China 100101, by calling (+86) 010-64827328 or via the Internet at http://en.retoeco.com/. You may obtain a copy of the Company’s Annual Report on Form 20-F, free of charge, from the SEC’s website at https://www.sec.gov.

Shareholder Proposals

To be considered for inclusion in next year’s Proxy Statement or considered at next year’s annual meeting but not included in the Proxy Statement, shareholder proposals must be submitted in writing no later than July 5, 2023. All written proposals should be submitted to: Secretary, ReTo Eco-Solutions Inc., Building X-702, Tower A, 60 Anli Road, Chaoyang District, Beijing, People’s Republic of China 100101.

Other Proposed Actions

If any other items or matters properly come before the Annual Meeting, the proxies received will be voted on those items or matters in accordance with the discretion of the proxy holders.

Solicitation by Board; Expenses of Solicitation

Our Board of Directors has sent you this Proxy Statement. Our directors, officers and associates may solicit proxies by telephone or in person. We will also reimburse the expenses of brokers, nominees and fiduciaries that send proxies and proxy materials to our shareholders.

ANNEX A

RETO ECO-SOLUTIONS, INC.

2022 SHARE INCENTIVE PLAN 2022年股权激励计划

1. Purpose and Effective Date.

1. 目的和生效日期。

(a) The purpose of the ReTo Eco-Solutions, Inc. 2022 Share Incentive Plan (the “Plan”) is to further the long-term stability and financial success of ReTo Eco-Solutions, Inc. (the “Company”) by attracting and retaining personnel, including employees, non-employee directors, and consultants, through the use of stock incentives. It is believed that ownership of Company stock will stimulate the efforts of those employees upon whose judgment, interest and efforts the Company is and will be largely dependent for the successful conduct of its business.

(a) ReTo Eco-Solutions, Inc. 2022年股权激励计划（以下简称“计划”）的目的是通过使用股票激励措施吸引和留住员工（包括雇员、非雇员董事和顾问），促进ReTo Eco-Solutions, Inc.的长期稳定和财务成功。(“公司”)的长期稳定和财务成功。我们相信，公司股票的所有权将激励这些员工的努力，公司业务的成功开展在很大程度上取决于他们的判断、兴趣和努力。

(b) The Plan was adopted by the Board of Directors of the Company on November 2, 2022 (the “Effective Date”), subject to shareholder approval.

(b) 本计划由公司董事会于2022年 11月2日（“生效日期”）通过，但须经股东批准。

2. Definitions.

2.定义。

(a) Act. The U.S. Securities Exchange Act of 1934, as amended.

(a) 法案。指经修订的1934年的美国《证券交易法》。

(b) Affiliate. The meaning assigned to the term “affiliate” under Rule 12b-2 of the Act.

(b) 关联公司。根据法案第12b-2条就“关联公司”一词所赋予的含义。

(c) Applicable Withholding Taxes. The aggregate amount of federal, state and local income and payroll taxes that the Company or its Affiliate is required to withhold (based on the minimum applicable statutory withholding rates) in connection with any exercise of an Option or the Award, lapse of restrictions or payment with respect to Restricted Stock.

(d) Award. The award of an Option or Restricted Stock under the Plan.

(d) 奖励。指根据本计划授予的期权或限制性股票。

(e) Beneficiary. The person or persons entitled to receive a benefit pursuant to an Award upon the death of a Participant.

(e) 受益人。指有权在参与人死亡后根据奖励获得利益的人。

(f) Board. The Board of Directors of the Company.

(f) 董事会。指本公司的董事会。

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(g) Cause. Dishonesty, fraud, misconduct, gross incompetence, gross negligence, breach of a material fiduciary duty, material breach of an agreement with the Company or its Affiliate, unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations), in each case as determined by the Committee, which determination shall be binding. Notwithstanding the foregoing, if “Cause” is defined in an employment agreement between a Participant and the Company (or its Affiliate), “Cause” shall have the meaning assigned to it in such agreement.

(g) 原因。指不诚实、欺诈、行为不端、严重无能、严重疏忽、违反重大受托责任、严重违反与公司或其关联公司签订的协议、未经授权使用或披露机密信息或商业秘密、或被定罪或供认犯有应受法律惩罚的罪行（轻微违法行为除外），在每种情况下，由委员会决定，这种决定应具有约束力。尽管有上述规定，如果 “原因”在参与者和公司或其关联公司之间的就业协议中有所定义，则 “原因”应具有该协议中赋予它的含义。

(h) Change of Control.

(h) 控制权的改变。

(i) The acquisition by any unrelated person of beneficial ownership (as that term is used for purposes of the Act) of 50% or more of the then outstanding common shares of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors. The term “unrelated person” means any person other than (x) the Company and its subsidiaries, (y) an employee benefit plan or related trust sponsored by the Company or its subsidiaries, and (z) a person who acquires stock of the Company pursuant to an agreement with the Company that is approved by the Board in advance of the acquisition. For purposes of this subsection, a “person” means an individual, entity or group, as that term is used for purposes of the Act;

(i) 指任何非关联人士获得本公司当时已发行的普通股或本公司当时已发行的有投票权的证券的合并投票权的50%或以上的实际所有权（该术语的使用应参见《法案》），有权在选举董事时进行投票。“非关联人士”是指除以下人士外的任何人士：（x）本公司及其子公司，（y）本公司或其子公司赞助的员工福利计划或相关信托，以及（z）根据与本公司达成的协议收购本公司股票的人士，该协议在收购前已获董事会批准。就本分节而言，”人 “是指个人、实体或团体，该术语的使用应参见《法案》；

(ii) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation;

(ii) 指公司与任何其他公司的兼并或合并，但若该等兼并或合并将导致公司在兼并或合并前发行的有表决权证券在该兼并或合并后仍然继续代表公司或存续实体或其母公司流通的有表决权证券（通过仍然保持流通或者被转换为存续实体或其母公司的表决权证券的方式）至少 50% 的总投票权的情形，则不包含在内；

(iii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or

(iii) 指公司完成出售或者处置公司全部或几乎全部的资产；或者

(iv) A liquidation of the Company.

(iv) 指公司的清算。

(i) Code. The U.S. Internal Revenue Code of 1986, as amended.

(i) 法典。指经修订的1986年的美国《国内税收法》。

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(j) Committee. The Compensation Committee of the Board.

(j) 委员会。指董事会的薪酬委员会。

(k) Company. ReTo Eco-Solutions, Inc., a business company incorporated in the British Virgin Islands, or any successor thereto.

(k) 公司。指ReTo Eco-Solutions, Inc.，一间在英属维尔京群岛注册成立的商业公司或其任何继任公司。

(l) Company Stock. The common shares of the Company. In the event of a change in the capital structure of the Company (as provided in Section 12 below), the shares resulting from such a change shall be deemed to be Company Stock within the meaning of the Plan.

(l) 公司股票。指本公司的普通股。如果公司的资本结构发生变化（如下文第12节的规定），由这种变化产生的股份应被视为本计划意义上的公司股票。

(m) Consultant. A consultant or adviser who provides bona fide services to the Company, a parent, or a subsidiary as an independent contractor and who qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the U.S. Securities Act of 1933, as amended.

(m) 顾问。指作为独立承包商向公司、母公司或子公司提供实质上服务的独立顾问，且其根据经修订的1933 年美国证券法下Form S-8 说明中的项目A.1. (a)(1) 符合顾问的资格。

(n) Corporate Change. A consolidation, merger, dissolution or liquidation of the Company, or a sale or distribution of assets or stock (other than in the ordinary course of business) of the Company; provided that, unless the Committee determines otherwise, a Corporate Change shall only be considered to have occurred with respect to Participants whose business unit is affected by the Corporate Change.

(n) 公司变更。指公司的合并、兼并、解散或清算，或公司资产或股票的出售或分配（除正常业务过程外）；但除非委员会另有决定，公司变更应仅被视为发生在其业务单位受公司变更影响的参保者身上。

(o) Date of Grant. The date as of which an Award is made by the Committee.

(o) 授予日期。指委员会作出奖励的日期。

(p) Disability or Disabled. As to an Incentive Stock Option, a Disability within the meaning of Code Section 22(e)(3). As to all other Awards, the Committee shall determine whether a Disability exists and such determination shall be conclusive.

(p) 残疾或残废。对于激励性股票期权来说，是指法典第22(e)(3)条意义上的残疾。对于所有其他奖励，委员会应决定是否存在残疾，该决定应是结论性的。

(q) Fair Market Value.

(q) 公平市场价值。

(i) If Company Stock is traded on a national securities exchange, the average of the highest and lowest registered sales prices of Company Stock (or the closing bid, if no sales were reported), as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(i) 如果公司股票在国家证券交易所交易，则指依据华尔街日报或委员会认为可靠的其他来源报告，公司股票在该交易所的最高和最低登记销售价格的平均值（或若无销售时，则以收盘买价为准）。

(ii) If Company Stock is traded in the over-the-counter market, the average between the closing bid and asked prices of Company Stock, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

(ii) 如果公司股票在场外市场交易，则指依据华尔街日报或委员会认为可靠的其他来源报告，公司股票收盘买价和卖价之间的平均值；或

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(iii) If shares of Company Stock are not publicly traded, the Fair Market Value shall be determined by the Committee using any reasonable method in good faith.

(iii) 如果公司股票没有公开交易，公平市场价值应由委员会使用任何合理的方法基于诚信确定。

Fair Market Value shall be determined as of the applicable date specified in the Plan or, if there are no trades on such date, the value shall be determined as of the last preceding day on which Company Stock is traded.

公平市场价值应在计划中规定的适用日期确定，如果该日期没有交易，则应在公司股票交易的前一天确定价值。

(r) Incentive Stock Option. An Option intended to meet the requirements of, and qualify for favorable Federal income tax treatment under, Code Section 422.

(r) 激励性股票期权。一种旨在满足法典第422条规定的要求，并有资格获得有利的联邦所得税待遇的期权。

(s) Nonstatutory Stock Option. An Option that does not meet the requirements of Code Section 422, or that is otherwise not intended to be an Incentive Stock Option and is so designated.

(s) 非法定股票期权。不符合法典第422条要求的期权，或者不打算成为激励性股票期权并被如此指定。

(t) Option. A right to purchase Company Stock granted under the Plan, at a price determined in accordance with the Plan.

(t) 期权。根据本计划授予的购买公司股票的权利，其价格根据本计划确定。

(u) Participant. Any individual who receives an Award under the Plan.

(u) 参与者。根据本计划获得奖励的任何个人。

(v) Restricted Stock. Company Stock awarded upon the terms and subject to the restrictions set forth in Section 7 below.

(v) 限制性股票。根据下文第7条规定的条款和限制而授予的公司股票。

(w) 10% Shareholder. A person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

(w) 10%的股东。直接或间接拥有的股票占公司或关联公司所有类别股票总投票权的10%以上的人。间接拥有的股票应根据法典第424(d)条确定。

3. General. Awards of Options and Restricted Stock may be granted under the Plan. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options.

3. 一般情况。根据本计划可以授予期权和限制性股票的奖励。根据本计划授予的期权可以是激励性股票期权或非法定股票期权。

4. Stock.

4. 股票。

(a) Subject to Section 12 of the Plan, there shall be reserved for issuance under the Plan a total of 5,000,000 unissued shares of Company Stock.

(a) 根据本计划第12条，应保留总共 5,000,000 股未发行的公司股票供本计划分配。

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(b) On the first day of each calendar year during the term of the Plan, commencing on January 1, 2023 and continuing until (and including) January 1, 2032, the number of shares of Company Stock available under the Plan shall automatically increase by a number equal to the lesser of (i) 5% of the total number of shares of Company Stock issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase and (ii) a number of shares of Company Stock determined by the Committee.

(b) 在本计划期间内每个日历年的第一天，从 2023 年 1 月 1 日开始并持续到（包括）2032 年 1 月 1 日，本计划下可分配的公司股票数量将自动增加下列数量中较少的数量 (i)在紧邻增加数量日期的前一日历年 12 月 31 日已发行和流通的公司股票总数的 5% 和 (ii)由委员会决定的增加数量。

(c) Shares allocable to Options granted under the Plan that expire or otherwise terminate unexercised and shares that are forfeited pursuant to restrictions on Restricted Stock awarded under the Plan may again be subjected to an Award under this Plan. Shares surrendered by a Participant or retained by the Company (i) in connection with the exercise of an Option or (ii) in payment of Applicable Withholding Taxes shall again become available for issuance under the Plan (but such Shares shall not again become available for issuance as Incentive Stock Options).

(c) 根据本计划授予的期权到期或以其他方式终止未行使的股票，以及根据本计划授予的限制性股票的限制而被没收的股票，可以再次成为本计划的奖励对象。参与者交出的或公司保留的股份 (i) 与行使期权有关的或 (ii) 用于支付适用的预扣税款，将可根据本计划再次发行（但该等股份将不可再用于作为激励性股票期权发行）。

(d) No more than 5,000,000 shares of Company Stock (subject to adjustment pursuant to Section 12) may be issued under the Plan upon the exercise of Incentive Stock Options.

(d) 在行使激励性股票期权时，不得根据本计划发行超过 5,000,000 股的公司股票（根据第 12 条进行调整）。

5. Eligibility.

5. 资格。

(a) Any employee of, non-employee director of, or Consultant to the Company or its Affiliates is eligible to become a Participant. The Committee shall have the power and complete discretion, as provided in Section 14, to select eligible Participants and to determine for each Participant the terms, conditions and nature of the Award and the number of shares to be allocated as part of the Award; provided, however, that any award made to a member of the Committee must be approved by the Board. The Committee is expressly authorized to make an Award to a Participant conditioned on the surrender for cancellation of an existing Award.

(a) 本公司或其关联公司的任何雇员、非雇员董事或顾问均有资格成为参与者。根据第14条的规定，委员会有权力和完全的自由裁量权来选择合格的参与者，并为每个参与者决定奖励的条款、条件和性质以及作为奖励的一部分分配的股份数量；但是，向委员会成员作出的任何奖励必须由董事会批准。委员会被明确授权以交出现有奖励为条件向参与者作出奖励。

(b) The grant of an Award shall not obligate the Company to pay an employee any particular amount of remuneration, to continue the employment of the employee after the grant or to make further grants to the employee at any time thereafter.

(b) 授予奖励并不意味着公司有义务向雇员支付任何特定数额的报酬，在授予后继续雇用雇员或在此后的任何时间向雇员进一步授予。

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6. Stock Options.

6. 股票期权。

(a) Whenever the Committee deems it appropriate to grant Options, notice shall be given to the Participant stating the number of shares for which Options are granted, the exercise price per share, whether the options are Incentive Stock Options or Nonstatutory Stock Options, and the conditions to which the grant and exercise of the Options are subject. This notice, when duly accepted in writing by the Participant, shall become a stock option agreement between the Company and the Participant.

(a) 当委员会认为适合授予期权时，应向参与者发出通知，说明授予期权的股份数量、每股行使价格、期权是激励性股票期权还是非法定股票期权，以及授予和行使期权所需的条件。该通知一旦被参与者正式书面接受，将成为公司和参与者之间的股票期权协议。

(b) The Committee shall establish the exercise price of Options. The exercise price of an Incentive Stock Option shall be not less than 100% of the Fair Market Value of such shares on the Date of Grant, provided that if the Participant is a 10% Shareholder, the exercise price of an Incentive Stock Option shall be not less than 110% of the Fair Market Value of such shares on the Date of Grant.

(b) 委员会应确定期权的行使价格。激励性股票期权的行使价格应不低于授予日期该股份公平市场价值的100%，但如果参与者是10%的股东，激励性股票期权的行使价格应不低于授予日期该股份公平市场价值的110%。

(c) Options may be exercised in whole or in part at such times as may be specified by the Committee in the Participant’s stock option agreement. The Committee may impose such vesting conditions and other requirements as the Committee deems appropriate, and the Committee may include such provisions regarding a Change of Control or Corporate Change as the Committee deems appropriate.

(d) The Committee shall establish the term of each Option in the Participant’s stock option agreement. The term of an Incentive Stock Option shall not be longer than ten years from the Date of Grant, except that an Incentive Stock Option granted to a 10% Shareholder may not have a term in excess of five years. No option may be exercised after the expiration of its term or, except as set forth in the Participant’s stock option agreement, after the termination of the Participant’s employment. The Committee shall set forth in the Participant’s stock option agreement when, and under what circumstances, an Option may be exercised after termination of the Participant’s employment or period of service; provided that no Incentive Stock Option may be exercised after (i) three months from the Participant’s termination of employment with the Company for reasons other than Disability or death, or (ii) one year from the Participant’s termination of employment on account of Disability or death. The Committee may, in its sole discretion, amend a previously granted Incentive Stock Option to provide for more liberal exercise provisions, provided however that if the Incentive Stock Option as amended no longer meets the requirements of Code Section 422, and, as a result the Option no longer qualifies for favorable federal income tax treatment under Code Section 422, the amendment shall not become effective without the written consent of the Participant.

(d) 委员会应在参与者的股票期权协议中规定每个期权的期限。激励性股票期权的期限从授予日期开始不得超过十年，但授予10%的股东的激励性股票期权的期限不得超过五年。任何期权都不得在其期限届满后行使，或在参与者的股票期权协议中规定的情况下，在参与者的就业终止后行使。委员会应在参与者的股票期权协议中规定，在参与者的就业或服务期终止后，何时以及在何种情况下可以行使期权；但在(i)参与者因残疾或死亡以外的原因与公司终止就业三个月后，或(ii)参与者因残疾或死亡而终止就业一年后，不得行使奖励性股票期权。委员会可以自行决定修改以前授予的激励性股票期权，以规定更宽松的行使条款，但是，如果修改后的激励性股票期权不再符合法典第422条的要求，因此，该期权不再符合法典第422条规定的有利的联邦所得税待遇，则未经参与者的书面同意，该修改不得生效。

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(e) An Incentive Stock Option, by its terms, shall be exercisable in any calendar year only to the extent that the aggregate Fair Market Value (determined at the Date of Grant) of Company Stock with respect to which Incentive Stock Options are exercisable by the Participant for the first time during the calendar year does not exceed $100,000 (the “Limitation Amount”). Incentive Stock Options granted under the Plan and all other plans of the Company and any parent or subsidiary of the Company shall be aggregated for purposes of determining whether the Limitation Amount has been exceeded. The Committee may impose such conditions as it deems appropriate on an Incentive Stock Option to ensure that the foregoing requirement is met. If Incentive Stock Options that first become exercisable in a calendar year exceed the Limitation Amount, the excess Options will be treated as Nonstatutory Stock Options to the extent permitted by law.

(e) 根据激励性股票期权的条款，在任何一个日历年中，只有当参与者在该日历年中首次行使激励性股票期权所涉及的公司股票的公平市场价值（在授予日期确定）总额不超过100,000美元（“限制金额”）时，才可以行使激励性股票期权。根据本计划和本公司及本公司任何母公司或子公司的所有其他计划授予的激励性股票期权应合并计算，以确定是否已超过限制金额。委员会可对激励性股票期权施加其认为适当的条件，以确保满足上述要求。如果在一个日历年内首次可行使的激励性股票期权超过了限制金额，在法律允许的范围内，超出的期权将被视为非法定的股票期权。

(f) If a Participant dies and if the Participant’s stock option agreement provides that part or all of the Option may be exercised after the Participant’s death, then such portion may be exercised by the personal representative of the Participant’s estate during the time period specified in the stock option agreement.

(f) 如果参与者死亡，且参与者的股票期权协议规定部分或全部期权可在参与者死亡后行使，则该部分期权可由参与者的遗产代理人在股票期权协议规定的时间段内予以行使。

(g) If a Participant’s employment or services is terminated by the Company for Cause, the Participant’s Options shall terminate as of the date of the misconduct.

(g) 如果参与者的就业或服务因故被公司终止，参与者的期权应在不当行为发生之日终止。

7. Restricted Stock Awards.

7. 限制性股票奖励。

(a) Whenever the Committee deems it appropriate to grant a Restricted Stock Award, notice shall be given to the Participant stating the number of shares of Restricted Stock for which the Award is granted and the terms and conditions to which the Award is subject. This notice, when accepted in writing by the Participant, shall become an Award agreement between the Company and the Participant. Certificates representing the shares shall be issued in the name of the Participant, subject to the restrictions imposed by the Plan and the Committee. A Restricted Stock Award may be made by the Committee in its discretion without cash consideration.

(a) 只要委员会认为授予限制性股票奖励是合适的，就应向参与者发出通知，说明授予奖励的限制性股票的数量以及奖励的条款和条件。该通知在被参与者书面接受后，应成为公司与参与者之间的奖励协议。代表股票的证书应以参与者的名义发行，但须遵守本计划和委员会的限制规定。限制性股票奖励可由委员会自行决定，不需要现金补偿。

(b) The Committee may place such restrictions on the transferability and vesting of Restricted Stock as the Committee deems appropriate, including restrictions relating to continued employment and financial performance goals. Without limiting the foregoing, the Committee may provide performance or Change of Control or Corporate Change acceleration parameters under which all, or a portion, of the Restricted Stock will vest on the Company’s achievement of established performance objectives. Restricted Stock may not be sold, assigned, transferred, disposed of, pledged, hypothecated or otherwise encumbered until the restrictions on such shares shall have lapsed or shall have been removed pursuant to subsection (c) below.

(b) 委员会可对限制性股票的可转让性和归属做出委员会认为适当的限制，包括与持续雇佣和财务业绩目标有关的限制。在不限制上述规定的情况下，委员会可提供业绩或控制权变更或公司变更加速参数，根据这些参数，所有或部分限制性股票将在公司实现既定业绩目标后归属。在限制性股票的限制失效或根据下文(c)款取消限制之前，不得出售、转让、转移、处置、质押、抵押或以其他方式设置权利负担。

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(c) The Committee may provide in a Restricted Stock Award, or subsequently, that the restrictions will lapse if a Change of Control or Corporate Change occurs. The Committee may at any time, in its sole discretion, accelerate the time at which any or all restrictions will lapse or may remove restrictions on Restricted Stock as it deems appropriate.

(d) A Participant shall hold shares of Restricted Stock subject to the restrictions set forth in the Award agreement and in the Plan. In other respects, the Participant shall have all the rights of a shareholder with respect to the shares of Restricted Stock, including, but not limited to, the right to vote such shares and the right to receive all cash dividends and other distributions paid thereon. Certificates representing Restricted Stock shall bear a legend referring to the restrictions set forth in the Plan and the Participant’s Award agreement. If stock dividends are declared on Restricted Stock, such stock dividends or other distributions shall be subject to the same restrictions as the underlying shares of Restricted Stock

(d) 参与者持有的限制性股票应受到奖励协议和计划中规定的限制。在其他方面，参与者对限制性股票享有股东的所有权利，包括但不限于投票权和收取所有现金股息和其他分配款的权利。代表限制性股票的证书应带有一个说明，提及本计划和参与者奖励协议中规定的限制。如果限制性股票被宣布派发股票红利，这种股票红利或其他分配应受到与限制性股票相关股份相同的限制。

8. Method of Exercise of Options. Options may be exercised by giving written notice of the exercise to the Company, stating the number of shares the Participant has elected to purchase under the Option. Such notice shall be effective only if accompanied by the exercise price in full in cash; provided that, if the terms of an Option so permit, the Participant may (i) deliver Company Stock that the Participant has owned for at least six months (valued at Fair Market Value on the date of exercise), or (ii) exercise any applicable net exercise provision contained therein. Unless otherwise specifically provided in the Option, any payment of the exercise price paid by delivery of Company Stock acquired directly or indirectly from the Company shall be paid only with shares of Company Stock that have been held by the Participant for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes).

8. 行使期权的方法。参与者可以通过向公司发出书面行使通知来行使期权，并说明参与者选择根据期权购买的股份数量。该通知只有在附有全额现金行使价的情况下才有效；但是，如果期权的条款允许，参与者可以(i)交付参与者已经拥有至少六个月的公司股票（按行使日的公平市场价值估值），或者(ii)行使其中包含的任何适用的净行使条款。除非期权中另有特别规定，任何通过交付直接或间接从公司获得的公司股票来支付的行权价款，只能用参与者已持有六个月以上的公司股票来支付（或为避免在财务会计中计入收益而需要的更长或更短的时间）。

9. Applicable Withholding Taxes. Each Participant shall agree, as a condition of receiving an Award, to pay to the Company or its Affiliate, or make arrangements satisfactory to the Company regarding the payment of, all Applicable Withholding Taxes with respect to the Award. Until the Applicable Withholding Taxes have been paid or arrangements satisfactory to the Company have been made, no stock certificates (or, in the case of Restricted Stock, no stock certificates free of a restrictive legend) shall be issued to the Participant. As an alternative to making a cash payment to the Company to satisfy Applicable Withholding Tax obligations, the Committee may establish procedures permitting the Participant to elect to (a) deliver shares of already owned Company Stock (subject to such restrictions as the Committee may establish, including a requirement that any shares of Company Stock so delivered shall have been held by the Participant for not less than six months) or (b) have the Company retain that number of shares of Company Stock that would satisfy all or a specified portion of the Applicable Withholding Taxes. Any such election shall be made only in accordance with procedures established by the Committee.

9. 适用的预扣税款。作为领取奖励的一个条件，每个参与者应同意向公司或其关联公司支付，或作出令公司满意的安排，支付与奖励有关的所有适用预扣税款。在支付适用的预扣税款或做出令公司满意的安排之前，不得向参与者发放股票（如果是限制性股票，则不得发放不含限制性标志的股票）。作为向公司支付现金以履行预扣税义务的替代方案，委员会可制定程序，允许参与者选择(a) 交付已经拥有的公司股票（受委员会可能制定的限制，包括要求如此交付的任何公司股票应被参与者持有不少于六个月）或(b) 由公司保留一定数量的公司股票，以满足全部或特定部分的预扣税。任何此类选择只能根据委员会制定的程序进行。

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10. Nontransferability of Awards.

10. 奖励的不可转让性。

(a) In general, Awards, by their terms, shall not be transferable by the Participant except by will or by the laws of descent and distribution or except as described below. Options shall be exercisable, during the Participant’s lifetime, only by the Participant or by his guardian or legal representative.

(a) 一般来说，根据其条款，除非有遗嘱或根据世袭和分配法，或如下所述，否则参与者不得转让奖励。在参与者生前，期权只能由参与者或其监护人或法定代表人行使。

(b) Notwithstanding the provisions of (a) and subject to federal and state securities laws, the Committee may grant Nonstatutory Stock Options that permit a Participant to transfer the Options to one or more immediate family members, to a trust for the benefit of immediate family members, or to a partnership, limited liability company, or other entity the only partners, members, or interest-holders of which are among the Participant’s immediate family members. Consideration may not be paid for the transfer of Options. The transferee of an Option shall be subject to all conditions applicable to the Option prior to its transfer. The agreement granting the Option shall set forth the transfer conditions and restrictions. The Committee may impose on any transferable Option and on stock issued upon the exercise of an Option such limitations and conditions as the Committee deems appropriate.

(b) 尽管有(a)项的规定，在遵守联邦和州证券法的前提下，委员会可以授予非法定股票期权，允许参与者将期权转让给一个或多个直系亲属、为直系亲属利益而设立的信托基金、或合作伙伴、有限责任公司、或其他实体（其唯一的合作伙伴、成员或利益持有人是参与者的直系亲属）。在转让期权时，不得支付对价。期权的受让人在转让前应受制于所有适用于该期权的条件。授予期权的协议应规定转让条件和限制。委员会可以对任何可转让的期权和因行使期权而发行的股票施加委员会认为合适的限制和条件。

11. Termination, Modification, Change. If not sooner terminated by the Board, this Plan shall terminate at the close of business on the tenth anniversary of the Effective Date. No Awards shall be made under the Plan after its termination. The Board may terminate the Plan or may amend the Plan in such respects as it shall deem advisable; provided that, no change shall be made that increases the total number of shares of Company Stock reserved for issuance pursuant to Awards granted under the Plan (except pursuant to Section 12), expands the class of persons eligible to receive Awards, or materially increases the benefits accruing to Participants under the Plan, unless such change is authorized by the shareholders of the Company. Notwithstanding the foregoing, the Board may unilaterally amend the Plan and Awards as it deems appropriate to cause Incentive Stock Options to meet the requirements of the Code and regulations thereunder. Except as provided in the preceding sentence, a termination or amendment of the Plan shall not, without the consent of the Participant, materially and adversely affect a Participant’s rights under an Award previously granted to him.

11. 终止、修改、变更。如果董事会不提前终止，本计划应在生效日期十周年的营业结束时终止。在本计划终止后，不得根据本计划进行奖励。董事会可以终止本计划，也可以在其认为合适的方面修改本计划；但不得做出任何改变以增加根据本计划授予的奖励所保留的公司股票总数（根据第12条除外），扩大有资格获得奖励的人员类别，或大幅增加参与者根据本计划应得的利益，除非这种改变得到公司股东授权。尽管有上述规定，董事会可以在其认为适当的情况下单方面修改本计划和奖励，以使激励性股票期权符合美国法典及其规定的要求。除前句规定外，未经参与者同意，本计划的终止或修订不得对参与者先前授予他的奖励的权利产生重大不利影响。

12. Change in Capital Structure.

12. 资本结构的变化。

(a) In the event of a stock dividend, stock split or combination of shares, spin-off, reclassification, recapitalization, merger or other change in the Company’s capital stock (including, but not limited to, the creation or issuance to shareholders generally of rights, options or warrants for the purchase of common shares or preferred stock of the Company), the number and kind of shares of stock or securities of the Company to be

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issued under the Plan (under outstanding Awards and Awards to be granted in the future), the exercise price of options, and other relevant provisions shall be appropriately adjusted by the Committee, whose determination shall be binding on all persons. If the adjustment would produce fractional shares with respect to any Award, the Committee may adjust appropriately the number of shares covered by the Award so as to eliminate the fractional shares.

(a) 如果发生股票红利、股票拆分或合并、分拆、重新分类、资本重组、合并或公司股本的其他变化（包括但不限于设立或向股东普遍发放购买公司普通股或优先股的权利、期权或认股权）。根据本计划发行的公司股票或证券的数量和种类（根据未完成的奖励和未来授予的奖励）、期权的行使价格以及其他相关规定应由委员会进行适当调整，委员会的决定对所有人都有约束力。如果调整会产生任何奖励的碎股，委员会可适当调整奖励所涉及的股份数量，以消除碎股。

(b) In the event the Company distributes to its shareholders a dividend, or sells or causes to be sold to a person, other than the Company or a subsidiary, shares of stock in any corporation (a “Spinoff Company”) which, immediately before the distribution or sale, was a majority owned subsidiary of the Company, the Committee shall have the power, in its sole discretion, to make such adjustments as the Committee deems appropriate. The Committee may make adjustments in the number and kind of shares or other securities to be issued under the Plan (under outstanding Awards and Awards to be granted in the future), the exercise price of Options, and other relevant provisions, and, without limiting the foregoing, may substitute securities of a Spinoff Company for securities of the Company. The Committee shall make such adjustments as it determines to be appropriate, considering the economic effect of the distribution or sale on the interests of the Company’s shareholders and the Participants in the businesses operated by the Spinoff Company, and subject to the proviso that any such adjustments or new options shall not be made or granted, respectively, that would result in subjecting the Plan to variable plan accounting treatment. The Committee’s determination shall be binding on all persons. If the adjustment would produce fractional shares with respect to any Award, the Committee may adjust appropriately the number of shares covered by the Award so as to eliminate the fractional shares.

(b) 如果本公司向其股东分配股息，或向本公司或子公司以外的人出售或导致出售任何公司（”剥离公司”）的股票，而该公司在分配或出售之前是本公司拥有多数股权的子公司，则委员会有权自行决定作出委员会认为适当的调整。委员会可对根据本计划（根据未完成的奖励和未来授予的奖励）发行的股份或其他证券的数量和种类、期权的行使价格以及其他相关规定进行调整，并且在不限制上述规定的情况下，可以用剥离公司的证券取代本公司的证券。委员会应在考虑到分配或出售对公司股东和参与者在剥离公司经营的业务中的利益的经济影响后，做出其认为适当的调整，但条件是，任何此类调整或新期权的做出或授予，不得导致本计划受到可变计划会计处理的影响。委员会的决定对所有人员都有约束力。如果调整会产生任何奖励的零星股份，委员会可以适当调整奖励所涉及的股份数量，以消除零星股份。

(c) To the extent required to avoid a charge to earnings for financial accounting purposes, adjustments made by the Committee pursuant to this Section 12 to outstanding Awards shall be made so that both (i) the aggregate intrinsic value of an Award immediately after the adjustment is not greater than or less than the Award’s aggregate intrinsic value before the adjustment and (ii) the ratio of the exercise price per share to the market value per share is not reduced.

(d) Notwithstanding anything in the Plan to the contrary, the Committee may take the foregoing actions without the consent of any Participant, and the Committee’s determination shall be conclusive and binding on all persons for all purposes. The Committee shall make its determinations consistent with the applicable provisions of the Code.

(d) 即使本计划有任何相反的规定，委员会可以不经任何参与者同意而采取上述行动，而且委员会的决定应是决定性的，在所有方面对所有人都有约束力。委员会的决定应符合《法典》的适用条款。

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13. Change of Control. In the event of a Change of Control or Corporate Change, the Committee may take such actions with respect to Awards as the Committee deems appropriate. These actions may include, but shall not be limited to, the following:

13. 控制权的变更。在控制权变更或公司变更的情况下，委员会可对奖励采取委员会认为适当的行动。这些行动可能包括，但不限于以下方面。

(a) At the time the Award is made, provide for the acceleration of the vesting schedule relating to the exercise or realization of the Award so that the Award may be exercised or realized in full on or before a date initially fixed by the Committee;

(a) 在作出奖励时，规定加速与行使或实现奖励有关的归属时间表，以便奖励可以在委员会最初确定的日期或之前全部行使或实现。

(b) Provide for the purchase or settlement of any such Award by the Company for any amount of cash equal to the amount which could have been obtained upon the exercise of such Award or realization of a Participant’s rights had such Award been currently exercisable or payable;

(b) 规定公司以任何数额的现金购买或结算任何此类奖励，其数额相当于在该奖励目前可行使或应支付的情况下行使该奖励或实现参与者的权利所能获得的数额。

(c) Make adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Change of Control or Corporate Change; provided, however, that to the extent required to avoid a charge to earnings for financial accounting purposes, such adjustments shall be made so that both (i) the aggregate intrinsic value of an Award immediately after the adjustment is not greater than or less than the Award’s aggregate intrinsic value before the Award and (ii) the ratio of the exercise price per share to the market value per share is not reduced; or

(c) 在委员会认为适当的情况下，对当时尚未兑现的奖励进行调整，以反映该控制权变更或公司变更；但是，在需要避免为财务会计目的而从收益中扣除的情况下，该等调整应使(i)紧接调整后的奖励的总内在价值不高于或低于奖励前的总内在价值，以及(ii)每股行使价与每股市场价值的比率不减少；或

(d) Cause any such Award then outstanding to be assumed, or new rights substituted therefore, by the acquiring or surviving legal entity in such Change of Control or Corporate Change.

(d) 在控制权变更或公司变更中，使当时尚未兑现的任何此类奖励由收购方或存续的法律实体承担，或用新的权利替代。

14. Administration of the Plan.

14. 计划的管理。

(a) The Plan shall be administered by the Committee, who shall be appointed by the Board. The Board may designate the Compensation Committee of the Board, or a subcommittee of the Compensation Committee, to be the Committee for purposes of the Plan. The Board may from time to time may appoint members of the Committee and fill vacancies, however caused, in the Committee.

(a) 本计划由董事会任命的委员会负责管理。董事会可指定董事会的薪酬委员会，或薪酬委员会的一个小组委员会，作为本计划的委员会。董事会可以不时地任命委员会成员，并填补委员会的由任何原因造成的空缺。

(b) The Committee shall have the authority to impose such limitations or conditions upon an Award as the Committee deems appropriate to achieve the objectives of the Award and the Plan. Without limiting the foregoing and in addition to the powers set forth elsewhere in the Plan, the Committee shall have the power and complete discretion to determine (i) which eligible persons shall receive an Award and the nature of the Award, (ii) the number of shares of Company Stock to be covered by each Award, (iii) whether Options shall be Incentive Stock Options or Nonstatutory Stock Options, (iv) the Fair Market Value of Company Stock, (v) the time or times when an Award shall be granted, (vi) whether an Award shall become vested over a period of time, according to a performance-based vesting schedule or otherwise, and when it shall be fully vested, (vii) the

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terms and conditions under which restrictions imposed upon an Award shall lapse, (viii) whether a Change of Control or Corporate Change exists, (ix) the terms of incentive programs, performance criteria and other factors relevant to the issuance of Awards or the lapse of restrictions on Restricted Stock or Options, (x) when Options may be exercised, (xi) whether to approve a Participant’s election with respect to Applicable Withholding Taxes, (xii) conditions relating to the length of time before disposition of Company Stock received in connection with an Award is permitted, (xiii) notice provisions relating to the sale of Company Stock acquired under the Plan, and (xiv) any additional requirements relating to Awards that the Committee deems appropriate. Notwithstanding the foregoing, no “tandem stock options” (where two stock options are issued together and the exercise of one option affects the right to exercise the other option) may be issued in connection with Incentive Stock Options.

(b) 委员会有权对奖励施加委员会认为适当的限制或条件，以实现奖励和本计划的目标。在不限制在不限制上述规定的情况下，除了本计划其他部分规定的权力外，委员会应有权并完全酌情决定：

(i) 哪些符合条件的人应获得奖励和奖励的性质，

(ii) 每项奖励所涵盖的公司股票的数量，

(iii) 期权应是激励性股票期权还是非法定股票期权。

(iv) 公司股票的公平市场价值，

(v) 授予奖励的时间，

(vi) 奖励是否在一段时间内根据业绩归属时间表或其他方式归属，以及何时完全归属，

(vii) 奖励所受限制失效的条款和条件。

(viii) 是否存在控制权变更或公司变更，

(ix) 激励计划的条款、业绩标准和其他与发行奖励或限制性股票或期权的限制失效有关的因素，

(x) 何时可以行使期权，

(xi) 是否批准参与者关于适用预扣税款的选择。

(xii) 与允许处置因奖励而收到的公司股票的时间长度有关的条件，

(xiii) 与出售根据本计划获得的公司股票有关的通知条款，以及

(xiv) 与委员会认为适当的奖励有关的任何其他要求。尽管有上述规定，但在激励性股票期权中不得发行 “串联股票期权”（即两个股票期权一起发行，一个期权的行使会影响另一个期权的行使权）。

(c) The Committee shall have the power to amend the terms of previously granted Awards so long as the terms as amended are consistent with the terms of the Plan and, where applicable, consistent with the qualification of an Option as an Incentive Stock Option. The consent of the Participant must be obtained with respect to any amendment that would materially and adversely affect the Participant’s rights under the Award, except that such consent shall not be required if such amendment is for the purpose of complying any requirement of the Code applicable to the Award.

(c) 委员会有权修改以前授予的奖励的条款，只要修改后的条款与本计划的条款相一致，并在适用的情况下，与激励股票期权的资格相一致。任何会对参与者的权利产生重大不利影响的修订必须征得参与者的同意，但如果该修订是为了遵守适用于该奖励的法典的任何要求，则不需要征得同意。

(d) The Committee may adopt rules and regulations for carrying out the Plan. The Committee shall have the express discretionary authority to construe and interpret the Plan and the Award agreements, to resolve any ambiguities, to define any terms, and to make any other determinations required by the Plan or an Award agreement. The interpretation and construction of any provisions of the Plan or an Award agreement by the Committee shall be final and conclusive. The Committee may consult with counsel, who may be counsel to the Company, and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel.

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(d) 委员会可以通过规则和条例来执行本计划。委员会有明确的自由裁量权来解释本计划和奖励协议，解决任何含糊不清的问题，定义任何术语，并作出本计划或奖励协议所要求的任何其他决定。委员会对本计划或奖励协议的任何条款的解释和说明应是最终和决定性的。委员会可以咨询律师，律师可以是公司的法律顾问，并且不对任何根据法律顾问的建议而善意采取的行动承担任何责任。

(e) A majority of the members of the Committee shall constitute a quorum, and all actions of the Committee shall be taken by a majority of the members present. Any action may be taken by a written instrument signed by all of the members, and any action so taken shall be fully effective as if it had been taken at a meeting.

(e) 委员会过半数的成员构成法定人数，委员会的所有行动均应由出席会议的过半数成员作出。任何行动都可以通过所有成员签署的书面文件进行，这样采取的任何行动都应像在会议上采取的那样完全有效。

15. Issuance of Company Stock. The Company shall not be required to issue or deliver any certificate for shares of Company Stock before (a) the admission of such shares to listing on any stock exchange on which Company Stock may then be listed, (b) receipt of any required registration or other qualification of such shares under any state or federal securities law or regulation that the Company’s counsel shall determine is necessary or advisable, and (c) the Company shall have been advised by counsel that all applicable legal requirements have been complied with. The Company may place on a certificate representing Company Stock any legend required to reflect restrictions pursuant to the Plan, and any legend deemed necessary by the Company’s counsel to comply with federal or state securities laws. The Company may require a customary written indication of a Participant’s investment intent. Until a Participant has been issued a certificate for the shares of Company Stock acquired, the Participant shall possess no shareholder rights with respect to the shares.

15. 公司股票的发行。在以下情况下，公司无需发行或交付公司股票的任何证书：(a) 该等股票获准在公司股票当时可能上市的任何证券交易所上市；(b) 根据任何州或联邦证券法律或法规收到该等股票的任何必要登记或其他资格，而公司的律师认为这是必要或可取的；(c) 公司已被律师告知所有适用的法律要求都已得到遵守。公司可在代表公司股票的证书上放置反映本计划所规定限制的任何图例，以及公司律师认为对遵守联邦或州证券法有必要的任何图例。公司可能会要求参与者按惯例以书面形式表明其投资意向。在参与者获得所购公司股票的证书之前，参与者不拥有与股票有关的股东权利。

16. Rights Under the Plan. Title to and beneficial ownership of all benefits described in the Plan shall at all times remain with the Company. Participation in the Plan and the right to receive payments under the Plan shall not give a Participant any proprietary interest in the Company or any Affiliate or any of their assets. No trust fund shall be created in connection with the Plan, and there shall be no required funding of amounts that may become payable under the Plan. A Participant shall, for all purposes, be a general creditor of the Company. The interest of a Participant in the Plan cannot be assigned, anticipated, sold, encumbered or pledged and shall not be subject to the claims of his creditors.

16. 本计划下的权利。本计划中所述的所有福利的所有权和实益所有权在任何时候都属于公司。参与本计划和根据本计划获得付款的权利不应给予参与者在本公司或任何关联公司或其任何资产中的任何所有权利益。不应设立与本计划有关的信托基金，也不应要求为根据本计划可能支付的金额提供资金。就所有目的而言，参与者应是公司的一般债权人。参与者在本计划中的权益不能被转让、预期、出售、抵押或质押，并且不应受到其债权人的索赔。

17. Beneficiary. A Participant may designate, on a form provided by the Committee, one or more beneficiaries to receive any payments under Awards of Restricted Stock or Options after the Participant’s death. If a Participant makes no valid designation, or if the designated beneficiary fails to survive the Participant or otherwise fails to receive the benefits, the Participant’s beneficiary shall be the first of the following persons who survives the Participant: (a) the Participant’s surviving spouse, (b) the Participant’s surviving descendants, per stirpes , or (c) the personal representative of the Participant’s estate.

17. 受益人。参与者可在委员会提供的表格上指定一名或多名受益人，在参与者死亡后接收限制性股票或期权奖励的任何款项。如果参与者没有做出有效的指定，或者指定的受益人在参与者去世后未能存活，或者未能获得利益，参与者的受益人应是参与者存活的下列人员中的第一人：(a) 参与者的未亡配偶，(b) 参与者的未亡后代，或(c) 参与者的遗产代理人。

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18. Notice. All notices and other communications required or permitted to be given under this Plan shall be in writing and shall be deemed to have been duly given if delivered personally or mailed first class, postage prepaid, as follows: (a) if to the Company — at its principal business address to the attention of the Secretary; (b) if to any Participant — at the last address of the Participant known to the sender at the time the notice or other communication is sent.

18. 通知。本计划要求或允许发出的所有通知和其他通信应采用书面形式，如果亲自送达或以头等舱邮寄，并预付邮资，则应视为已正式发出：(a) 如果是给公司，则寄到公司的主要营业地址，由秘书收；(b) 如果是给任何参与者，则寄到寄件人在发送通知或其他通信时已知的参与者的最后地址。

19. Interpretation. The terms of this Plan and Awards granted pursuant to the Plan are subject to all present and future regulations and rulings of the Secretary of the Treasury relating to the qualification of Incentive Stock Options under the Code, to the extent applicable, and they are subject to all present and future rulings of the Securities and Exchange Commission, to the extent applicable. If any provision of the Plan or an Award conflicts with any such regulation or ruling, to the extent applicable, the Committee shall cause the Plan to be amended, and shall modify the Award, so as to comply, or if for any reason amendments cannot be made, that provision of the Plan and/or the Award shall be void and of no effect.

19. 解释。本计划的条款和根据本计划授予的奖励，在适用范围内，须遵守财政部部长关于激励性股票期权的资格或遵守法典所有现行和未来的法规和裁决，并且在适用的情形下，须遵守证券交易委员会的所有现行和未来的裁决。如果本计划的任何条款或奖励与任何此类法规或裁决相冲突，在适用的范围内，委员会应促使本计划得到修正，并应修改奖励，以符合规定，或者如果由于任何原因不能进行修正，本计划的该条款和/或奖励应无效，没有任何效力。

20. Discretionary Nature of Plan. The benefits and rights provided under the Plan are wholly discretionary and, although provided by the Company, do not constitute regular or periodic payments. Unless otherwise required by applicable laws, the benefits and rights provided under the Plan are not to be considered part of a Participant’s salary or compensation or for purposes of calculating any severance, resignation, redundancy, or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind. By acceptance of an Award, a Participant waives any and all rights to compensation or damages as a result of the termination of employment with the Company or its Affiliates for any reason whatsoever insofar as those rights result or may result from this Plan or any Award.

20. 本计划的酌情裁量性。本计划提供的福利和权利是具有酌情裁量性的，并且，虽然该等福利和权利是由公司提供，其并不构成定期付款。除非适用法律另有规定，否则本计划提供的福利和权利不得视为参与者工资或薪酬的一部分或者用于计算任何遣散费、辞职、裁员或其他服务终止下的付款、假期、奖金、长期服务奖励、赔偿、养老金或退休福利，或任何其他付款、福利或任何种类的权利。对于因终止与公司或其关联公司的雇佣关系而获得赔偿或损害赔偿的任何权利，若该等权利来自或可能来自本计划或任何奖励，参与者通过接受奖励放弃该等权利。

21. Choice of Law. The Plan will be governed by and construed in accordance with the internal laws of the State of New York, without reference to any choice of law principles.

21. 法律选择。本计划将受纽约州州法律管辖并按其解释，不援引任何法律选择原则。

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				VOTE ON INTERNET Go to http://www.vstocktransfer.com/proxy Click on Proxy Voter Login and log-on using the below control number CONTROL #
* SPECIMEN * 1 MAIN STREET ANYWHERE PA 99999-9999				VOTE BY EMAIL Mark, sign and date your proxy card and email it to vote@vstocktransfer.com


				VOTE IN PERSON If you would like to vote in person, please attend the Annual Meeting to be held on December 7, 2022 at 9:00 a.m., Beijing Time.

Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope.

All votes must be received by 10:59 a.m., Eastern Time, on December 6, 2022/11:59 p.m. Beijing Time on December 6, 2022.

Annual Meeting Proxy Card - ReTo Eco-Solutions, Inc.

DETACH PROXY CARD HERE TO VOTE BY MAIL
		▼		The Board of Directors recommends that you vote FOR each director nominee:		▼

(1) To elect Austin Huang and Lidong Liu as Class A directors, each to serve a term expiring at the annual meeting of shareholders in 2023 or until their successors are duly elected and qualified; to elect Baoqing Sun and Tonglong Liu as Class B directors, each to serve a term expiring at the annual meeting of shareholders in 2024 or until their successors are duly elected and qualified; and to elect Hengfang Li, Guangfeng Dai and Zhizhong Hu as Class C directors, each to serve a term expiring at the annual meeting of shareholders in 2025 or until their successors are duly elected and qualified.

FOR

WITHHOLD

FOR

WITHHOLD

Class A directors

01 Austin Huang

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02 Lidong Liu

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Class B directors

01 Baoqing Sun

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02 Tonglong Liu

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Class C directors

01 Hengfang Li

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02 Guangfeng Dai

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03 Zhizhong Hu

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The Board of Directors recommends that you vote FOR the following item:

(2) To ratify the appointment of YCM CPA, Inc. as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

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VOTE FOR

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VOTE AGAINST

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ABSTAIN

The Board of Directors recommends that you vote FOR the following item:

(3) To approve the 2022 Share Incentive Plan.

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VOTE FOR

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VOTE AGAINST

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ABSTAIN

Date

Signature

Signature, if held jointly

To change the address on your account, please check
the box at right and indicate your new address.

☐

* SPECIMEN *

AC:ACCT9999

90.00

RETO ECO-SOLUTIONS, INC.
Proxy Card for the Annual Meeting of Shareholders
To be Held on December 7, 2022
9:00 a.m., Beijing Time
(8:00 p.m. Eastern Time, December 6, 2022)

RETO ECO-SOLUTIONS, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, having received notice of the Annual Meeting and management’s Proxy Statement therefore, and revoking all prior proxies, hereby appoints Hengfang Li, as proxy to represent and vote and act upon the following matters in respect of all common shares of ReTo Eco-Solutions, Inc. (the “Company”), which the undersigned will be entitled to vote if personally present at the Annual Meeting of the Shareholders of the Company to be held on December 7, 2022, at 9:00 a.m., Beijing Time (December 6, 2022, at 8:00 P.M., Eastern Time), at Building X-702, Tower A, 60 Anli Road, Chaoyang District, Beijing, People’s Republic of China 100101, and at any adjournment or postponement thereof. The proxies are further authorized to vote, in their discretion, upon such other business as may properly come before the Annual Meeting.

This proxy, when properly executed, will be voted as directed herein. If no direction is made, the proxy shall be voted “FOR” the election of each of the nominees to the board of directors, “FOR” the ratification of the appointment of YCM CPA, Inc., and “FOR” the approval of the 2022 Share Incentive Plan.

In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Annual Meeting or any postponements or adjournments of the Annual Meeting.

Please check here if you plan to attend the Annual Meeting of Shareholders on December 7, 2022, at 9:00 a.m., Beijing Time. ☐

Electronic Delivery of Future Proxy Materials. If you would like to reduce the costs incurred by ReTo Eco-Solutions, Inc. in mailing materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via email or the internet. To sign up for electronic delivery, please provide your email address below and check here to indicate you consent to receive or access proxy materials electronically in future years.

Email Address:

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(Continued and to be signed on Reverse Side)

Exhibit No.		Description
99.1		Proxy Statement for 2022 Annual Shareholder Meeting.

Date: November 2, 2022	RETO ECO-SOLUTIONS, INC.
	By:	/s/ Hengfang Li
	Name:	Hengfang Li
	Title:	Chief Executive Officer