Aero Performance Products Inc (fka AERP)

[Shomidamoni]

Here's the Edgar link to NIVM and YHGG merger in 2004 where Steven Peacock was responsible.

http://sec.edgar-online.com/2004/06/18/0001262463-04-000022/Section5.asp


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.



NICHOLAS INVESTMENT COMPANY, INC.





DATE SIGNATURE





June 18, 2004 /s/ Steven R. Peacock


Steven R. Peacock, Chief Executive Officer




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EXHIBIT 10.1






AGREEMENT AND PLAN OF ACQUISITION




BY AND BETWEEN




NICHOLAS INVESTMENT COMPANY, INC.




AND




YASHENG GROUP




THIS AGREEMENT AND PLAN OF ACQUISITION is made and entered into as of the
13th day of June, 2004 by and between Nicholas Investment Company, Inc. (NIVM),
a corporation organized and existing under the laws of the State of Nevada,
having an office at 43180 Business Park Dr., Temecula, California, and YaSheng
Group (YHGG), a corporation organized and existing under the laws of the State
of California, having an office at 1472 Oddstad Dr., Redwood City, California .




RECITALS




A. The authorized capital stock of NIVM consists of five hundred million
(500,000,000) shares of common stock, $0.001 par value, of which approximately
15 million (15,000,000) shares were issued and outstanding as of the date
hereof, and fifty million (50,000,000) shares of preferred stock, $0.001 par
value, of which twelve million (12,000,000) shares of Series C preferred stock
were issued and outstanding as of the date hereof;


B. The authorized capital stock of YHGG consists of 800,000,000 shares
of common stock, no par value, of which 154,651,008 shares were issued and
outstanding as of the date hereof;


C. The respective Boards of Directors of NIVM and YHGG have deemed it
advisable and to the advantage of the two corporations that YHGG acquire NIVM
upon the terms and conditions herein provided;


D. YHGG and NIVM intend that the acquisition contemplated hereby qualify
as a tax free reorganization within the meaning of Sections 354 (a)(1) and
368(a)(1)(A) of the Internal Revenue Code of 1986, as amended; and


E. Pursuant to RCW 23B.11 the respective Boards of Directors of NIVM and
YHGG have approved this Agreement and Plan of Acquisition and have directed that
this Agreement and Plan of Acquisition be submitted to a vote of the
shareholders, as may be required by the laws of the States of Nevada and
California, of said corporations, respectively.


NOW, THEREFORE, in consideration of the mutual agreements and covenants
set forth herein, NIVM and YHGG hereby agree to the Acquisition in accordance
with the following plan:



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AGREEMENT




1. Acquisition. YHGG shall acquire one hundred percent 100% NIVM, and
YHGG shall assume the reporting responsibilities of NIVM as allowed under Rule
12g-3 of the Securities Act of 1934. This Agreement and Plan of Acquisition
shall become effective for purposes of all applicable law at the close of
business on July 14, 2004 (the Effective Time). Immediately following the
Effective Time, as soon as practical, NIVM shall cause to be filed a Form 8-K
and a Form 12g-3.


2. Directors and Governing Documents. The directors of YHGG shall remain
the directors of YHGG upon the Effective Time. The Certificate of Incorporation
of YHGG shall continue to be the Certificate of Incorporation of YHGG without
change or amendment until further amended in accordance with the provisions
thereof and applicable laws. The Bylaws of YHGG, as in effect at the Effective
Time, shall continue to be the Bylaws of YHGG without change or amendment until
further amended in accordance with the provisions thereof and applicable laws.


3. Rights and Liabilities of NIVM. At and after the Effective Time, NIVM
shall be a wholly-owned subsidiary of YHGG. None of the liabilities of NIVM or
its subsidiaries shall be transferable to YHGG, nor shall YHGG be obligated for
any NIVM contracts or obligations.


4. Further Assurances. From time to time, as and when required by YHGG,
there shall be executed and delivered on behalf of YHGG such deeds and other
instruments, and there shall be taken or caused to be taken by it all such
further and other action, as shall be appropriate or necessary in order to vest,
perfect or confirm, of record or otherwise, in YHGG the title to and possession
of powers, franchises and authority of NIVM and otherwise to carry out the
purposes of this Agreement and Plan of Acquisition, and the officers and
directors of YHGG are fully authorized in the name and on behalf of NIVM or
otherwise to take any and all such action and to execute and deliver any and all
such deeds and other instruments.


5. Stock of NIVM. Upon the Effective Time, by virtue of this Agreement
and Plan of Acquisition, and without any action on the part of the holder
thereof, (i) each share of the issued and outstanding Common Stock of NIVM held
as of record by NIVM immediately prior thereto shall be changed and converted
into shares of Common Stock of YHGG. The ratio for this exchange shall be based
on the Net Asset Value Per Share of YHGG prior to the Effective Time, compared
to the Net Asset Value Per Share of NIVM. For example, if the Net Asset Value
Per Share of YHGG stock were $6.40, and the Net Asset Value Per Share of NIVM
were $0.075, then the exchange rate would be 85:1 (one share of YHGG stock
issued for every 83 shares of NIVM stock outstanding).


6. Preferred Stock of NIVM. Prior to the Effective Time, NIVM shall
cause that fifty-percent (50%) or six million (6,000,000) shares of the
outstanding preferred Series C stock shall be converted into NIVM common stock
on a one for one basis (1:1). The remaining issued and unconverted preferred
Series C stock, totaling six million (6,000,000) shares, shall be converted into
stock purchase rights in YHGG. Such stock purchase rights shall enable the
holder to exchange the Series C into common stock of YHGG at a cost to the
holder based on the following formula:


Market Bid Price less One Dollar ($1) Times Twenty Five Percent (25%)
Plus One Dollar ($1). (An example would be: $15 stock price minus $1 =
$14 times $25% = $3.50 plus $1 = $4.50 cost of option)



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Such stock purchase rights shall be exercisable at the option of the Holder, but
only on the following conditions:


A. Three million options (3,000,000) are exercisable at the time that YHGG
receives the

first One Hundred Million Dollars ($100,000,000) in equity financing.


B. Three million options (3,000,000) are exercisable at the time that YHGG
receives the second One Hundred Million Dollars ($100,000,000) in equity
financing.


C. All options are exercisable 12 months from the closing date of the
acquisition of NIVM by YHGG.


It is understood and agreed that a Stock Purchase Rights Agreement containing
specific details of said rights and conditions must be prepared and approved by
both parties prior to closing. For tax purposes, these stock purchase rights
shall be treated as a continuation of the conversion rights of the Series C. As
of the Effective Time, there will be no shares of Preferred Series C stock
outstanding.


7. Stock Certificates. At and after the Effective Time, each certificate
representing shares of Common Stock of NIVM shall be exchanged for certificates
representing a number of shares of Common Stock of YHGG according to the
exchange rate in Item 5, above. Promptly upon such exchange, YHGG shall cause to
be reissued each such certificate representing shares of Common Stock of NIVM to
the benefit of YHGG. Until so reissued, each such certificate, upon and after
the Effective Time, shall be deemed for all purposes, other than the payment of
dividends or other distributions, if any, to shareholders, to represent the
number of shares of Common Stock of NIVM represented thereby.


8. Book Entries. As of the Effective Time, entries shall be made upon
the books of YHGG in respect of this Agreement and Plan of Acquisition in
accordance with the following:


NIVM shall be treated as a wholly-owned subsidiary of YHGG. None of the
liabilities of NIVM or its subsidiaries shall be transferable to YHGG, nor shall
YHGG be obligated for any NIVM contracts or obligations.


9. Appointment of Agent. NIVM hereby consents to service of process in
the State of California in any action or special proceeding for the enforcement
of any liability or obligation of NIVM, and hereby irrevocably appoints Steven
Peacock as NIVM's agent to accept service of process in any action or special
proceeding for the enforcement of any such liability or obligation. The address
to which a copy of such process shall be mailed by the Secretary of State of
California is 43180 Business Park Dr., Temecula CA 92590.


10. Amendment. At any time before or after approval and adoption by the
shareholders of NIVM, as may be required by the laws of the State of Nevada, and
prior to the Effective Time, this Agreement and Plan of Acquisition may be
amended in any manner as may be determined in the judgment of the respective
Boards of Directors of NIVM and YHGG to be necessary, desirable or expedient;
provided, however, that, after any required approval of the shareholders of
NIVM, such amendment may not materially and adversely affect the rights and
interests of the shareholders of NIVM.


11. Counterparts. In order to facilitate the filing and recording of
this Agreement and Plan of Acquisition, the same may be executed in two or more
counterparts, each of which shall be deemed to be an original and the same
agreement.


12. Hold-harmless. The Parties to this Agreement agree to hold each
other harmless against any damages that either Party may incur as a result of
this Agreement or in the event that the Acquisition does not close on the
Effective Time in accordance with Section 1. In the event of a disagreement
between the Parties surrounding this Agreement, or in the event this Agreement
does not close on the Effective Date, both Parties hereby waive their rights to
sue the other Party or to seek any compensatory or punitive damages.




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IN WITNESS WHEREOF, each of the corporate parties hereto, pursuant to
authority granted by the Board of Directors of NIVM and YHGG has caused this
Agreement and Plan of Acquisition to be executed by its President as of the date
first above written.


NICHOLAS INVESTMENT COMPANY, INC., a Nevada corporation


BY: /s/ STEVEN R. PEACOCK


STEVEN PEACOCK, PRESIDENT




YASHENG GROUP, a California Company



BY: /s/ MAY PING WU

MAY PING WU, PRESIDENT