Current Report Filing (8-k)
August 27 2021 - 11:49AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,D.C.20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act
of 1934
Date of Report (Date of earliest
event reported) April 30, 2021
YASHENG
GROUP
(Exact name
of registrant as specified in its charter)
Colorado |
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000-31899 |
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33-0788293
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(State
or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS
Employer
Identification No.) |
Address:
21 YanXing Rd. Yasheng Mansion 10-15, |
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Changguan
District, Lanzhou, P. R. C. |
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730000 |
(Address
of principal executive offices) |
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(Zip
Code) |
Registrant’s telephone number, including area code
Tel : 5108604685
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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☐ |
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
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Trading
Symbol(s) |
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Name
of each exchange on which registered |
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Item 1.01 Entry into a Material Definitive
Agreement.
On March 15, 2021, Yasheng Group., a California corporation
(“HERB”) entered into an Agreement and Plan of Merger (the
“Merger Agreement”), by and among itself and its wholly
owned subsidiary, Yasheng Group, a Colorado corporation wherein
Yasheng Group merged into its wholly owned subsidiary changing home
state of jurisdiction of Yasheng Group from California to Colorado.
No other changes to corporation occurred leaving the same
management, authorized capital and issued and outstanding shares.
No actions are required to be taken by shareholders as result of
this change in venue. The change in domicile became effective June
21 2021 witnessed in the attached exhibit entitled “Statement of
Merger.”
Section 8 – Other Events
Item 8.01 Other Events.
On August 26, 2021, the Board of Directors of Rouge Mountain Mining
Group Corp (Rouge) resolved to spin-off of its wholly owned
subsidiary, Equity Art Corp Ltd. (EQRTF) to the shareholders of
Rouge’s parent company, YaSheng Group (HERB).
Rouge will spin-off 100% of EQRTF pro rata, which equates to
157,165,783 million
shares of EQRTF common stock to its parent’s shareholders as a
dividend, based upon their holdings of HERB common stock on the
record date. Shareholders will receive one share of EQRTF common
stock for every one share of HERB common stock that they hold on
the record date, which is September 15, 2021. The dividend will be
payable on or around September 28, 2021 subject to publication by
FINRA of this event.
Rouge Mountain has been a wholly owned subsidiary of HERB for more
than 2 years, and Equity Art has been a wholly owned subsidiary of
Rouge Mountain for more than 2 years, so the dividend will be sent
out unrestricted and therefore exempt from registration. Together
with the dividend certificates, disclosure documentation will be
included pursuant to SEC Rule 15c2-11.
This same proposed distribution was originally set for a May 15
2021 record date, however, it came to Equity Art’s attention on
August 25 2021 that DTCC will not process this distribution without
FINRA’s publication of relevant details resulting in the new record
date being set with FINRA being timely noticed of this new record
date.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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YaSheng
Group |
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August 26, 2021 |
By: |
/s/ Huirong Zhang |
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Name: |
Huirong zhang |
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Title: |
Vice President |
2
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