Zhixin Group (Hong Kong) Co., Ltd. and Xiamen Zhixin Building Materials Co., Ltd. entered into an agreement to acquire REIT Mingsheng Environment Protection Construction Materials (Changjiang) Co., Ltd. from ReTo Eco-Solutions, Inc. (NasdaqCM:RETO) for RMB 60 million on November 12, 2021. The total consideration was arrived at after arm's length negotiations between the Sellers and the Buyers and will be carried out in four tranches. The first payment of RMB10,000,000 from Xiamen Zhixin to Beijing REIT will occur within 5 days of certain conditions, such as obtaining approval of the acquisition from the board or shareholders of Zhixin Group Holding Limited “Conditions Precedent Fulfillment Date”), are met; the second payment of RMB 20,000,000 will be made from Xiamen Zhixin to Beijing REIT within 5 days of completion of all necessary industrial and commercial change registration or filing in respect of the acquisition by REIT Changjiang; the third payment of RMB15,000,000 from Xiamen Zhixin to Beijing REIT shall occur within 90 days after the Conditions Precedent Fulfillment Date; the fourth payment of RMB5,590,200 made by Zhixin Xiamen to Beijing REIT and RMB 9,409,800 made by Zhixin Group to REIT Holdings within 180 days after the Conditions Precedent Fulfillment Date.

Upon completion of the purchase, RETI Changjiang will become an indirect wholly-owned subsidiary of Zhixin Group Holding Limited. The consideration will be financed by the internal resources. As of September 30, 2021, REIT Mingsheng Environment reported net asset value of CNY 12.96 million.

For the year ended December 31, 2020, REIT Mingsheng Environment reported net loss after tax of CNY 6.31 million. Bristol capital acted as financial adviser for buyers.