Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
20 Juli 2023 - 2:57PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
*
Under the Securities Exchange Act of 1934
ReTo Eco-Solutions, Inc. |
(Name of Issuer) |
|
Common stock, 0.01 par value |
(Title of Class of Securities) |
|
G75271117 |
|
|
(CUSIP Number) |
|
|
18/07/2023 |
(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) |
|
|
|
|
þ |
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 the disclosures provided in a prior cover page.
The information required in 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 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. G75271117 |
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Coast Flagship Investment SPC-Harvest IPO Mixed Strategy Investment
SP
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) ¨
(b) þ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Island
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
163,909
|
6 |
SHARED VOTING POWER
|
7 |
SOLE DISPOSITIVE POWER
163,909
|
8 |
SHARED DISPOSITIVE POWER
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,909 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.22% |
12 |
TYPE OF REPORTING PERSON (see instructions)
FI |
Coast Flagship Investment SPC-Harvest IPO Mixed Strategy Investment
SP (CFIS-HIMSIS) directly owns and may be deemed to beneficially own 163,909 ordinary shares of the Issuer.
Fan Kwan Ho and Wang Jing are both the directors of CFIS-HIMSIS. As
such they each individually have sole investment and voting power.
CFIS-HIMSIS has ceased to be the beneficial owner of more than five percent of the class of securities
CUSIP No. G75271117 |
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Coast International Asset Management Limited
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) ¨
(b) þ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
163,909 |
6 |
SHARED VOTING POWER
|
7 |
SOLE DISPOSITIVE POWER
163,909 |
8 |
SHARED DISPOSITIVE POWER
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,909
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.22% |
12 |
TYPE OF REPORTING PERSON (see instructions)
FI |
Coast International Asset Management Limited (CIAML) is the Investment
manager of Coast Flagship Investment SPC-Harvest IPO Mixed Strategy Investment SP. CIAML does not directly own any shares of common stock
of the Issuer. CIAML may be deemed to beneficially own an aggregate of 163,909 ordinary shares of the Issuer.
CIAML has ceased to be the beneficial owner of more than five percent
of the class of securities.
CUSIP No. G75271117 |
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
Coast International Financial Holdings Limited
|
2 |
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (see instructions)
|
(a) ¨
(b) þ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
|
6 |
SHARED VOTING POWER
163,909 |
7 |
SOLE DISPOSITIVE POWER
|
8 |
SHARED DISPOSITIVE POWER
163,909 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,909 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.22% |
12 |
TYPE OF REPORTING PERSON (see instructions)
HC |
Coast International Financial Holdings Limited (CIFHL) is the Holding
company of Coast International Asset Management Limited (CIAML). CIFHL does not directly own any shares of common stock of the Issuer.
CIFHL may be deemed to beneficially own an aggregate of 163,909 ordinary shares of the Issuer.
CIFHL has ceased to be the beneficial owner of more than five percent
of the class of securities.
CUSIP No. G75271117 |
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fan Kwan Ho
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) ¨
(b) þ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
163,909 |
6 |
SHARED VOTING POWER
|
7 |
SOLE DISPOSITIVE POWER
163,909 |
8 |
SHARED DISPOSITIVE POWER
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,909 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.22% |
12 |
TYPE OF REPORTING PERSON (see instructions)
IN |
Mr Fan Kwan Ho is the director of Coast Flagship Investment SPC-Harvest
IPO Mixed Strategy Investment SP and the investment committee member of Coast International Asset Management Limited.
Mr Fan Kwan Ho has ceased to be the beneficial owner of more than
five percent of the class of securities
CUSIP No. G75271117 |
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wang Jing
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) ¨
(b) þ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
163,909 |
6 |
SHARED VOTING POWER
|
7 |
SOLE DISPOSITIVE POWER
163,909 |
8 |
SHARED DISPOSITIVE POWER
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,909 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.22% |
12 |
TYPE OF REPORTING PERSON (see instructions)
IN |
Mr Wang Jing is the director of Coast Flagship Investment SPC-Harvest
IPO Mixed Strategy Investment SP and the investment committee member of Coast International Asset Management Limited.
Mr Wang Jing has ceased to be the beneficial owner of more than
five percent of the class of securities
Item 1(a). |
Name of Issuer: |
|
ReTo Eco-Solutions, Inc. |
|
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
|
|
|
X-702, Tower A, 60 Anli Road, Chaoyang District Beijing 100101 China |
|
|
Item 2(a). |
Name of Person Filing:
This Schedule 13G is being jointly filed by |
|
Coast Flagship Investment SPC-Harvest IPO Mixed Strategy Investment
SP (CFIS-HIMSIS)
Coast International Asset Management Limited (CIAML) |
|
Coast International Financial Holdings Limited (CIFHL)
Fan Kwan Ho
Wang Jing
With respect to shares of common stock of the above-named issuer directly
owned by CFIS-HIMSIS. CIAML is the investment manager for CFIS-HIMSIS. CIFHL is the holding company of CIAML. Fan Kwan Ho and Wang
Jing are the directors of CFIS-HIMSIS and the investment committee members of CIAML.
|
Item 2(b). |
Address of Principal Business Office or, if none, Residence: |
|
|
|
(i) Coast Flagship Investment SPC-Harvest IPO Mixed Strategy Investment
SP
The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road,
P.O. Box 32052,
Grand Cayman KY1-1208, Cayman Islands.
(ii) Coast International Asset Management Limited
Room 3712, 37/F., Hong Kong Plaza, 188 Connaught Road West, Central
and Western District, Hong Kong
(iii) Coast International Financial Holdings Limited
Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box905,
Quastisky Building, Road Town, Tortola, British Virgin Islands
(iv) Fan Kwan Ho |
|
2/F, Block B4, Kwan Lok Sun Tsuen, Yuen Long ,HK
(v) Wang Jing
Flat C, 17/F Sky-Garden, 223 Prince Edward Road, West Kowloon Tong,
Kowloon
|
Item 2(c). |
Citizenship: |
|
(i) Coast Flagship Investment SPC-Harvest IPO Mixed Strategy Investment
SP
Cayman Islands.
(ii) Coast International Asset Management Limited
Hong Kong
(iii) Coast International Financial Holdings Limited
British Virgin Islands
(iv) Fan Kwan Ho
Hong Kong
(v) Wang Jing
China |
|
|
Item 2(d). |
Title of Class of Securities: |
|
|
|
Common stock, Par value $0.01 per share |
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|
Item 2(e). |
CUSIP Number: G75271117 |
Item 3. |
If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
|
(a) |
¨ |
Broker or dealer registered under Section 15 of the Act; |
|
(b) |
¨ |
Bank as defined in Section 3(a)(6) of the Act; |
|
(c) |
¨ |
Insurance company as defined in Section 3(a)(19) of the Act; |
|
(d) |
¨ |
Investment company registered under Section 8 of the Investment Company Act of 1940; |
|
(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); |
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(g) |
¨ |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
(i) |
¨ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
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(j) |
¨ |
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
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(k) |
¨ |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
Item 4. |
Ownership. |
|
Provide the following information regarding the
aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
|
Reporting
Persons |
Beneficial
Ownership(1) |
Percentage
of
Total
Ordinary Shares |
Sole
Voting
Power |
Shared
Voting
Power (1) |
Sole
Dispositive
Power |
Shared
Dispositive
Power |
|
Coast
Flagship Investment
SPC-Harvest IPO Mixed
Strategy Investment SP |
163,909 |
2.22% |
163,909 |
|
163,909 |
|
|
Coast
International
Asset Management Limited |
163,909 |
2.22% |
163,909 |
|
163,909 |
|
|
Coast
International Financial
Holdings Limited |
163,909 |
2.22% |
|
163,909 |
|
163,909 |
|
Fan
Kwan Ho |
163,909 |
2.22% |
163,909 |
|
163,909 |
|
|
Wang
Jing |
163,909 |
2.22% |
163,909 |
|
163,909 |
|
| (1) | Represents Coast Flagship Investment SPC-Harvest IPO Mixed Strategy
Investment SP (CFIS-HIMSIS), who is the record owner, directly owns 163,909 ordinary shares
of the Issuer. As such, CFIS-HIMSIS, may be deemed to beneficially own (as that term is defined
in Rule 13d-3 under the Securities Exchange Act of 1934) 163,909 shares of Common Stock.
Coast International Asset Management Limited (CIAML) is the Investment manager of CFIS-HIMSIS.
CIAML does not directly own any shares of common stock of the Issuer. CIAML have the power
to vote and dispose of the ordinary shares held by CFIS-HIMSIS. CIAML may be deemed to beneficially
own an aggregate of 163,909 ordinary shares of the Issuer, CIAML disclaim beneficial ownership
of such common shares except to the extent of voting and investment power interest.
Fan Kwan Ho and Wang Jing are the Directors of CFIS-HIMSIS and the investment committee members
of CIAML. Mr Fan Kwan Ho and Mr Wang Jing have the voting and investment power on the ordinary
shares held by CFIS-HIMSIS. To the extent, Mr. Fan Kwan Ho and Mr. Wang Jing, who do not
directly own any shares of common stock of the Issuer, may be deemed to beneficially own
such shares, Mr. Fan Kwan Ho and Mr. Wang Jing disclaim beneficial ownership of such common
shares except to the extent of voting and investment power interest.
Coast International Financial Holdings Limited (CIFHL) is the Holding company of CIAML
(100% own). CIFHL does not directly own any shares of common stock of the Issuer. CIFHL may
be deemed to beneficially own an aggregate of 163,909 ordinary shares of the Issuer, CIFHL
expressly disclaims such beneficial ownership of the 163,909 ordinary shares held by CFIS-HIMSIS.
The above reporting persons has ceased to be the beneficial owner of more than five percent
of the class of securities. |
Item 5. |
Ownership of Five Percent or Less of a Class. |
|
|
|
If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following þ. |
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. |
|
|
|
Not applicable. |
|
|
Item 8. |
Identification and Classification of Members of the Group. |
|
|
|
See item 4 |
|
|
Item 9. |
Notice of Dissolution of Group. |
|
|
|
Not applicable. |
|
|
Item 10. |
Certification. |
|
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect for the time being. |
LIST
OF EXHIBITS
Exhibit No. |
|
Description |
1 |
|
Joint Filing Agreement |
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 19 ,2023 |
Coast Flagship Investment SPC-Harvest IPO Mixed
Strategy Investment SP |
|
|
|
/s/ |
Fan Kwan Ho |
|
|
Name: |
Fan Kwan Ho |
|
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Title: |
Director |
|
|
|
|
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Coast Interntional Asset Management Limited |
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|
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|
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/s/ |
Wang Jing |
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Name: |
Wang Jing |
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Title: |
Sole-Director |
|
|
|
|
|
Coast International Financial Holdings Limited |
|
|
|
|
|
/s/ |
Wang Jing |
|
|
Name: |
Wang Jing |
|
|
Title: |
Sole-Director |
|
|
|
|
|
|
Fan Kwan Ho |
|
|
|
|
|
|
/s/ |
Fan Kwan Ho |
|
|
Name |
Fan Kwan Ho |
|
|
|
|
|
|
Wang Jing |
|
|
|
|
|
|
/s/ |
Wang Jing |
|
|
Name: |
Wang Jing |
|
EXHIBIT
1
JOINT
FILING AGREEMENT
In accordance
with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with each other on behalf of (may be deemed to have) beneficially owned by each of them to such a statement on Schedule 13G with
respect to the ordinary share, par value of US$0.01 per share, of ReTo Eco-Solutions, Inc., a British Virgin Islands company. It
is understood and agreed that a copy of this Joint Filing Agreement shall be attached as an exhibit to the Schedule 13G, filed on behalf
of each of the parties hereto.
The undersigned hereby agree that they are filing
this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments
thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible
for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason
to believe that such information is inaccurate.
IN WITNESS WHEREOF,
the undersigned hereby execute this Agreement as of July 19, 2023.
|
Coast Flagship Investment SPC-Harvest IPO Mixed
Strategy Investment SP |
|
|
|
|
|
/s/ |
Fan Kwan Ho |
|
|
Name: |
Fan Kwan Ho |
|
|
Title: |
Director |
|
|
|
|
|
Coast Interntional Asset Management Limited |
|
|
|
|
|
/s/ |
Wang Jing |
|
|
Name: |
Wang Jing |
|
|
Title: |
Sole-Director |
|
|
|
|
|
Coast International Financial Holdings Limited |
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|
|
|
|
/s/ |
Wang Jing |
|
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Name: |
Wang Jing |
|
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Title: |
Sole-Director |
|
|
|
|
|
|
Fan Kwan Ho |
|
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|
/s/ |
Fan Kwan Ho |
|
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Name |
Fan Kwan Ho |
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|
|
|
|
|
Wang Jing |
|
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|
|
|
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/s/ |
Wang Jing |
|
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Name: |
Wang Jing |
|
Page 10 of 10
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