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."
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.
Exhibit No. Description
10.1 Statement of Merger
1
© Edgar Online, source Glimpses