Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of
Report (Date of earliest event reported): August 26,
2009
YASHENG
ECO-TRADE CORPORATION.
(Exact
name of registrant as specified in charter)
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Delaware
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001-12000
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13-3696015
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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.)
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9107
Wilshire Blvd., Suite 450, Beverly Hills, CA 90210
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (310) 461-3559
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 Instructions A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement
On August
26, 2009, Yasheng Eco-Trade Corporation (the “Company”) entered into a Stock
Exchange Agreement (the “Exchange Agreement”) with Yasheng Group (BVI), a
British Virgin Island corporation (“Yasheng-BVI”), pursuant to which Yasheng-BVI
agreed to sell the Company 75,000,000 shares (the “Group Shares”) of common
stock of Yasheng Group, a California corporation (“Group”) in consideration of
396,668,000 shares (the “Company Shares”) of common stock of the Company (the
“Exchange”). The parties agreed to close the Exchange as soon as
possible, but a closing date has not been set.
As the
Company does not presently have the authorized amount of shares of common stock
to provide for the issuance of the Company Shares, the parties agreed that the
Company will issue the amount of shares of common stock presently available at
the closing and will issue the balance of such Company Shares upon increasing
the authorized shares of common stock. The Company has agreed that
the Company Shares held by Yasheng-BVI are non-dilutive in that
Yasheng-BVI shall never own less than 55% of the issued and outstanding shares
of the Company. Yasheng-BVI may appoint a number of directors to the
Board of Directors to provide voting control of the Board of Directors to
Yasheng -BVI. The Company has also agreed that the 38,461,538 shares
held by Capital Properties will be held for the benefit of Yasheng-BVI, which
Capitol Properties has agreed to. Further, both parties have agreed
to restructure the Exchange Agreement for tax or other purposes as needed and
the Company has agreed to enter into the required financing arrangements that
are acceptable to Yasheng-BVI prior to Closing.
In the
event that any of the conditions to the Exchange Agreement are not satisfied or
waived, the Exchange Agreement may not be consummated. Neither the
Company nor Yasheng-BVI can provide any assurances that the Exchange Agreement
will ultimately be consummated.
Under the
Exchange Agreement, the Exchange Agreement may be terminated by written consent
of both parties, by either party if the other party has breached the Exchange
Agreement or if the closing conditions are not satisfied or by either party if
the exchange is not closed by September 30, 2009.
In light
of the size and materiality of the deal and the closing conditions, the Board of
Directors of the Company has elected to hold a meeting of its
shareholders to consider the above transaction, any other related transaction as
well as the restructuring of the Company that may be needed, such as increasing
the Company’s authorized shares. The Company intends to submit a
proxy statement to its shareholders as soon as possible.
Item
9.01 Exhibits
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Exhibit
No.
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Description
of Exhibit
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10.1
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Stock
Exchange Agreement between Yasheng Eco-Trade Corporation and Yasheng Group
(BVI) dated August 26, 2009
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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
ECO-TRADE CORPORATION |
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By:
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/s/ Yossi
Attia |
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Name:
Yossi Attia |
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Title:
Chief Executive Officer |
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Beverly Hills,
California