H-D International Holdings Group (HDIH)

"We are effectuating the name and symbol changes

in anticipation of a planned merger with

H-D International Holdings Group (USA)"


Press Release
 

HD International Holdings Group(USA) Website


Website Verification: WHOIS Lookup




 
HDIH(USA) Subsidiaries

 
 

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Reverse Triangular Mergers 


"One of the most common types of reverse mergers
is the reverse triangular merger."



In this exampe of a reverse triangular merger structure, HD International Holdings Group (USA) incorporates a wholly-owned subsidiary 
(Merger Sub) HD International Holdings Group in the jurisdiction of TRKG. 

Upon closing, the holders of TRKG exchange their shares for shares in HD Int. Holdings Group (USA) and HD International Holdings Group
(Merger Sub) is merged with and into TRKG. At that point, the Merger Sub (HD Int Holdings Group) dissolves by operation of law and TRKG is the
surviving entity and becomes a wholly-owned subsidiary of HD Int Holdings Group(USA). Example Source 

Ummmm, I went over that 10 times and it still boggles the brain! 

The President of HDIH and HDIH (USA) are the same (Yong Ding) so they are affiliated. Check! Nevada SOS Confirmation HD 
Nevada SOS Confirmation HD(USA) 

HD international Holdings Group's Nevada SOS Filing Status is Currently Merge Dissolved and HD International Holdings Group (USA)'s
status is Currently Active. Check! Nevada SOS Confirmation 

TRKG would remain a wholly owned subsidiary of HD International Holding Group(USA). Check! HDIH Website


Reverse Triangular Merger on Investopedia

 

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Merger Timeline Example



Here's an expanded view of the above text in the illustration

Note: The timing above as it relates to signing a merger agreement and closing are
illustrative only and depends on a number of factors, including the history and shareholder
base of the shell company and deal structure

 

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"What it Takes for Chinese

Companies to Succeed Abroad"

 

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The Effect of “Shell Company” Status on Rule 144 

According to the Rule 144(i) the "Evergreen Requirement", Rule 144 is not available for the resale of securities
initially issued by either a
reporting or non-reporting shell company. Moreover, Rule 144(i)(1)(ii) states that Rule 144 is not available to
securities initially issued by an issuer that has been “at any time previously” a reporting or non-reporting shell company. 

As defined in Rule 405 and Rule 12b-2 of the Securities Exchange Act of 1934, a “shell company” is a company
that is now, or at any time previously was, a company with no or nominal operations, and any one of the following:
 • no or nominal assets;
                                       • assets consisting solely of cash and cash equivalents; or
                                       • assets consisting of any amount of cash and cash equivalents and other nominal assets

RULE 144 "Evergreen Requirement"


Rule 144 now affects any company who was ever in its history a shell company by subjecting them
to additional restrictions when investors sell unregistered stock under Rule 144. The new language in Rule 144(i)
hasbeen dubbed the “evergreen requirement.” Under the so-called “evergreen requirement,” a company that ever
reported as a shell must be current in its filings with the SEC and have been current for the preceding
12 months before investors can sell unregistered shares.

*These rules were meant to curb abuses by holders of companies colloquially known as “shells”


 

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Clark County Property Records

 

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FINALLY! EMAIL CONFIRMATION FROM HDIH


***Received @ 6:52 p.m. on 5/9/2018***





***Recieved @ 9:26 a.m. on 5/17/2018***




***Recieved @ 2:18 p.m. on 5/18/2018***




 

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