SC 13G 1 ea021751301-13ghydro_reto.htm SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

ReTo Eco-Solutions, Inc.

(Name of Issuer)

Class A Shares

(Title of Class of Securities)

G75271125

(CUSIP Number)

August 30, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No. G75271125

1.	Names of Reporting Persons Hydrogen Capital Group Ltd
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization British Virgin Islands

Number of Shares

Beneficially Owned

By Each Reporting

Person With:

Sole Voting Power

Shared Voting Power

1,811,594 Class A shares ⁽¹⁾

Sole Dispositive Power

Shared Dispositive Power

1,811,594 Class A shares ⁽¹⁾

9.	Aggregate Amount Beneficially Owned by Reporting Person 1,811,594 Class A shares ⁽¹⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 9.4% ⁽¹⁾⁽²⁾
12.	Type of Reporting Person (See Instructions) CO

(1)

Consists of 1,811,594 Class A Shares, par value US$0.10 per share (“Class A Shares”), of Issuer, held by Hydrogen Capital Group Ltd. Qian Cui holds approximately 99% ownership and is the sole director of Hydrogen Capital Group Ltd, and is deemed to beneficially own the 1,811,594 Class A Shares held by Hydrogen Capital Group Ltd.

(2)

Based upon 19,352,636 Class A Shares outstanding as reported in Issuer’s Registration Statement on Form F-3, dated September 24, 2024, filed with the U.S. Securities and Exchange Commission on September 24, 2024 (the “Form F-3”).

CUSIP No. G75271125

1.	Names of Reporting Persons Qian Cui
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization People’s Republic of China

Number of Shares

Beneficially Owned

By Each Reporting

Person With:

Sole Voting Power

Shared Voting Power

1,811,594 Class A Shares ⁽¹⁾

Sole Dispositive Power

Shared Dispositive Power

1,811,594 Class A Shares⁽¹⁾

9.	Aggregate Amount Beneficially Owned by Reporting Person 1,811,594 Class A Shares ⁽¹⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 9.4% ⁽¹⁾⁽²⁾
12.	Type of Reporting Person (See Instructions) IN

(1)

Consists of 1,811,594 Class A Shares held by Hydrogen Capital Group Ltd. Qian Cui holds approximately 99% ownership and is the sole director of Hydrogen Capital Group Ltd, and is deemed to beneficially own the 1,811,594 Class A Shares held by Hydrogen Capital Group Ltd.

(2)	Based upon 19,352,636 Class A Shares outstanding as reported in Issuer’s Form F-3.

Item 1(a).	Name of Issuer

	ReTo Eco-Solutions, Inc. (“Issuer”)

Item 1(b).	Address of the Issuer’s Principal Executive Offices

	C/O Beijing REIT Tech Develop Co. Ltd X-702, Tower A, 60 Anli Road, Chaoyang District Beijing, China, 100001

Item 2(a).	Names of Persons Filing

	This Schedule 13G is filed jointly by:

	-	Hydrogen Capital Group Ltd

	-	Qian Cui

The foregoing persons are hereinafter referred to each as a “Reporting Person” or collectively referred to as the “Reporting Persons.” Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person.

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

Hydrogen Capital Group Ltd

302, Building 5, Yuexi, Jiangjin Road, Shangcheng District, Hangzhou, Zhejiang Province, China

	-	Qian Cui 302, Building 5, Yuexi, Jiangjin Road, Shangcheng District, Hangzhou, Zhejiang Province, China

Item 2(c).	Citizenship

	-	Hydrogen Capital Group Ltd: British Virgin Islands

	-	Qian Cui: People’s Republic of China

Item 2(d).	Title of Class of Securities

	Class A Shares

Item 2(e).	CUSIP Number

	G75271125

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	☐	(a) Broker or Dealer registered under Section 15 of the Exchange Act.

	☐	(b) Bank as defined in Section 3(a)(b) or the Exchange Act.

	☐	(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.

	☐	(d) Investment company registered under Section 8 of the Investment Company Act.

	☐	(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).

	☐	(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).

	☐	(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).

	☐	(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.

	☐	(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.

	☐	(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).

	Not applicable.

Item 4.

Ownership

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference.

Item 5.	Ownership of Five Percent or Less of a Class

	Not Applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person

	Not Applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

	Not Applicable.

Item 8.	Identification and Classification of Members of the Group

	Not Applicable.

Item 9.	Notice of Dissolution of Group

	Not Applicable.

Item 10.	Certification

	By signing below, each of the undersigned certifies that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of Issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibit Number		Description
1.		Joint Filing Agreement.

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: October 15, 2024

Hydrogen Capital Group Ltd

By:	/s/ Qian Cui
	Name:	Qian Cui
	Title:	Director

Qian Cui

By:

/s/ Qian Cui

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)

SEC Form SC 13G filed by ReTo Eco-Solutions Inc.