Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective July 3, 2018, the registrant (“we,” “our,” or the “Company”) changed our corporate name from Western Lucrative Enterprises, Inc. to Zhong Ya International Limited. The name change was effected through a parent/subsidiary short-form merger (the “Merger”) between the registrant and Zhong Ya International Limited (the “Subsidiary”), our wholly-owned Nevada subsidiary formed solely for the purpose of the name change, with the Subsidiary continuing as the surviving entity. Upon completion of the Merger, each one hundred (100) shares of common stock of the Company, par value $0.001 per share (“Company Common Stock”), issued and outstanding immediately prior to the effective time of the Merger will be canceled and converted automatically into the right to receive one (1) share of common stock of the Subsidiary, par value $0.001 per share (“Zhong Ya Shares”). If the total number of shares a stockholder holds of the Company Common Stock is not evenly divisible by one hundred (100), that stockholder will receive an additional whole share of Zhong Ya Shares.
To effectuate the merger, we filed Articles of Merger with the Secretary of State of the State of Nevada on July 2, 2018 and Articles of Merger with the Secretary of State of the State of Iowa on July 3, 2018. The Merger became effective on July 3, 2018. On June 1, 2018, Wenjian Liu, who beneficially owned 16,930,000 shares of Company Common Stock representing approximately 90.4% of the 18,735,000 outstanding shares of Company Common Stock, delivered a written consent adopting and approving the Merger.
Since the effectiveness of the Merger, the Company has been governed by the Articles of Incorporation and Bylaws of the Subsidiary. Copies of the Articles of Incorporation, the Bylaws, the Articles of Merger with the Secretary of State of the State of Nevada and the Articles of Merger with the Secretary of State of the State of Iowa are attached hereto as Exhibits 3.1, 3.2, 3.3 and 3.4, respectively.
Both our CUSIP number and our trading symbol for our common stock which trades on the OTC Pink Tier of the OTC Markets Group, Inc. will change in the future as a result of the name change. The new CUSIP number will be 98955J 107 (but not to be used yet). The name change and symbol change are subject to the approval by Financial Information Regulatory Association, Inc. (“FINRA”), which has not yet been reviewed. The requisite documents and other information for such approval have been submitted and are under review by FINRA staff. At such time as we are assigned a new trading symbol, we will make a subsequent announcement.
There will be no mandatory exchange of stock certificates. Following the name change, the share certificates which reflect our prior name will continue to be valid. Certificates reflecting the new corporate name will be issued in due course as old share certificates are tendered for exchange or transfer to our transfer agent, Action Stock Transfer.