Exhibit 10.11


 


Convertible
Debt Investment Agreement


 


Among


 


Good
Venture Industrial Limited


 


ReTo
Eco-Solutions, Inc.


 


And


 


REIT
HOLDINGS (CHINA) CO., LIMITED


 


This
“Convertible Debt Investment Agreement” (hereinafter referred to as “this Agreement”) is concluded and entered
into by and among the following parties on June 29, 2016:


 


	(1)	Good
                                         VentureIndustrial Limited (hereinafter referred to as “Party A”), a company
                                         duly incorporated and validly existing under the laws of Hong Kong, and the certificate
                                         number is [66356572].
	 	 
	(2)	ReTo
                                         Eco-Solutions, Inc. (hereinafter referred to as “Party B”), a company duly
                                         incorporated and validly existing under the laws of British Virgin Islands, and the company
                                         number is [1885527].
	 	 
	(3)	REIT
                                         HOLDINGS (CHINA) CO., LIMITED (hereinafter referred to as “Party C”), a company
                                         duly incorporated and validly existing under the laws of Hong Kong, and the company number
                                         is [740270].



 


Whereas:


 


The
subordinate company of Party B, namely Party C, the REIT HOLDINGS (CHINA) CO., LIMITED has borrowed USD3.6 million from Party
A on or before 20 December 2016for purchasing 100% equity of the Venture Business International Limited; now, each party hereto
plans to introduce Party A as the investing party through convertible debt investment according to the arrangement of this Agreement.
In order to guarantee smooth implementation of this transaction, per friendly consultation among each party and pursuant to relevant
laws, this Agreement has been concluded to specify the rights and obligations of each party in this transaction.


 


Article
1:Amount


 


Party
A will pay Party C USD3.6 million on or before 20 December 2016for Party C’s purchase of 100% equity interest of Venture
Business International Limited. Now, as agreed herein, Party A will enjoy the creditor’s rights of USD3.6 million to Party C,
and it will be deemed as Party A directly invests USD3.6 million in Party B.


 






     


     


    

 


Article
2:Exercise of equity


 


	2.1	Price
                                         of debt-for-equity swap and number of converted shares



 


Each
party hereto unanimously agrees to carry out convertible debt with the arrears of USD3.6 million paid by Party A, the price thereof
is USD[4.00]/share, and it is converted into 900,000 shares. Party B and Party C will no longer bear any debt liability for Party
A.


 


Article
3:Effectiveness and termination


 


	3.1	This
                                         Agreement will become effective as of the date of signature by each party.



 


	3.2	This
                                         Agreement will be terminated upon the occurrence of any one of the following circumstances:



 


		3.2.1	Each
                                         party has reached a consensus to terminate;
	 	 	 
		3.2.2	This
                                         debt-for-equity swap cannot be implemented due to force majeure event or other objective
                                         reasons not attributable to each party;
	 	 	 
		3.2.3	Either
                                         party hereto seriously violates the stipulation of this Agreement or applicable law,
                                         and thereby causing the performance and fulfillment of this Agreement become impossible,
                                         under such circumstance, other parties are entitled to unilaterally terminate this Agreement
                                         by serving written notice.



 


Article
4:Confidentiality


 


In
the course of this debt-for-equity swap, for the information of other parties learned by each party, if such information has not
been publicly disclosed, then it shall be deemed as confidential information, and each party shall bear permanent duty of confidentiality
therefor. Without the consent of other parties, neither party may disclose the contents hereof to the public or the third party
(except for making a statement or disclosure according to legal provisions or the requirement of any statutory competent authority).


 


Article
5:Taxes and dues


 


	5.1	Each
                                         party agrees that any tax incurred from this debt-for-equity swap shall be borne by each
                                         party respectively according to the provisions of laws and regulations.
	 	 
	5.2	Each
                                         party shall bear all expenses and expenditures incurred from the negotiation, drafting,
                                         signing and execution of this Agreement respectively.



 


Article
6:Applicable law and dispute settlement


 


	6.1	The
                                         conclusion and performance of this Agreement shall be governed by and interpreted according
                                         to the law of China.
	 	 
	6.2	Any
                                         dispute among each party arising from or related to this Agreement shall be first settled
                                         through friendly consultation. If such dispute cannot be settled through consultation
                                         within 60 days as of the date of dispute occurrence, either party is entitled to apply
                                         to the China International Economic and Trade Arbitration Commission located in Beijing
                                         China for arbitral settlement.
	 	 
	6.3	Except
                                         for relevant clauses in dispute, during the period of dispute settlement, it shall not
                                         affect the effectiveness and continuous performance of other clauses of this Agreement.
	 	 
	6.4	Where
                                         some clauses of this Agreement are terminated of validity or are declared invalid pursuant
                                         to the law or the stipulations of this Agreement, it shall not affect the validity of
                                         other clauses of this Agreement.



 




    	 	2	 



     


    

 


Signature
page:


 


Party
A: Good VentureIndustrial Limited (Seal)


Legal
Representative /s/ Wu Feng


  


Party
B: ReTo Eco-Solutions, Inc. (Seal)


Legal
representative: /s/ Li Hengfang


  


Party
C: REIT HOLDINGS (CHINA) CO., LIMITED (Seal)


Legal
representative: /s/ Li Hengfang


 


 


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