ESG Inc. enters agreement for control share sale and approves executive stock awards

ESG Inc. (OTC:ESGH) disclosed Monday that it has entered into a Control Share Purchase and Transfer Agreement with DCG China Limited and BevPoint Capital LP. Under the agreement, DCG China Limited agreed to sell 9,641,110 shares of ESG Inc.’s common stock, representing approximately 61.836% of the company’s outstanding shares, to BevPoint Capital LP for a total purchase price of $250,000. ESG Inc. will not receive any proceeds from the transaction.

According to the SEC filing, BevPoint will pay $125,000 at closing and issue a $125,000 promissory note due six months after the closing date. The closing is subject to several conditions, including the expiration of the Rule 14f-1 period, completion of certain documentation, and the absence of any legal restrictions on the transfer. As of the date of the filing, the closing has not occurred and there has been no change in control of ESG Inc.

The agreement also outlines that, upon closing and the satisfaction of regulatory requirements, the current officers and directors are expected to resign, with successors designated by BevPoint to be appointed. The agreement further contemplates a potential future business combination involving BevPoint’s operating business or another business, which may include the issuance of a Series A Control Preferred Stock to provide BevPoint with at least 90% of the company’s voting power. This issuance would require separate board approval.

In a related action, ESG Inc.’s Board of Directors approved one-time restricted common stock compensation awards for executive officers, effective October 15, 2026. Chief Executive Officer Zhi Yang received an award valued at $118,000, consisting of 62,461 restricted shares, while Chief Financial Officer Edward F. Gobora received an award valued at $30,000, consisting of 15,880 restricted shares. In total, 94,045 shares were authorized for all officers and directors, representing about 0.60% of the company’s outstanding shares prior to issuance.

This information is based on a statement from an SEC filing published Monday.