🧾 What This Document Is

This is a DEF 14C, called an "Information Statement." Think of it as a formal "notice of action already taken." The company is not asking for your vote. It's simply informing stockholders that a major decision has been approved by the majority shareholder and will soon become official.

👉 Why it matters: When one powerful owner (here, with 70.55% of the votes) can make a big decision alone, the SEC requires the company to tell all stockholders what's happening, giving them time to review it.

🏢 What The Company Does

In simple terms, ESG Inc. (ticker: ESGH) appears to be a company that, until now, has had business operations in both North America and China. The filing indicates the China side of the business has been suspended and isn't part of the future plan.

👉 The big shift: The company is executing a "split-off" to cleanly separate its legacy China operations from its North America-focused business.

🤝 The Deal: A Corporate Split-Off

This is the core of the filing. The company is doing a share exchange to divest its Chinese subsidiary, ESG China Limited.

• What the company gives up: 100% of the shares of its subsidiary, ESG China Limited.
• What the company gets back: The surrender and cancellation of 10,432,800 shares of its own common stock.
• Who gets the China business: The shares of ESG China are distributed to four specific individuals/entities (DCG, Christopher Alonzo, Ever Vast Development, and Weiwei Gao). These are the same parties who originally received the 10.4 million shares when the China business was brought into the company in November 2023.

🔢 The Share Cancellation Breakdown

The 10,432,800 shares being canceled are specifically tied to the original owners:

• DCG China Limited: Surrendering 7,632,800 shares.
• Christopher Alonzo: Surrendering 1,400,000 shares.
• Ever Vast Development Ltd.: Surrendering 420,000 shares.
• Weiwei Gao: Surrendering 980,000 shares.

Note: This only cancels the specific shares tied to this deal. These parties may own other, additional shares not involved in this transaction.

📉 Impact on Ownership & Share Count

The transaction will significantly shrink the company's total shares outstanding.

• Before: 25,902,268 total shares.
• After: ~15,469,468 total shares (a reduction of 10.4 million).
• Major Owner Change: The controlling shareholder, DCG (controlled by CEO Zhi Yang), will see its stake go from 70.55% to 62.32% of the company, but of a smaller overall pie.

👉 Why this matters for you: If you're a stockholder who isn't surrendering shares, your percentage ownership of the company will automatically increase, but you now own a piece of a company without its China operations.

⚖️ Why This Is Happening: Reasons & Governance

The Board gives several clear reasons for this move:

• Strategic Focus: To concentrate solely on North America.
• Operational Burden: The China operations have been suspended for six months, produce no revenue, and add compliance complexity and cost.
• Simplification: Returning the legacy shares simplifies the capital structure.

Governance Check: Because the CEO (Zhi Yang) controls the majority shareholder (DCG), he had a conflict of interest. The decision was therefore made by a Special Committee of disinterested directors, who approved it before the full Board did.

📅 Key Dates & Contact Info

• Record Date for stockholders: April 10, 2026.
• Notice Mailed to Stockholders: April 23, 2026.
• Expected Effective Date: On or about May 13, 2026, after a 20-day waiting period.

Company Contact for More Information: ESG Inc. 433 East Hillendale Rd Chadds Ford, PA 19317 Telephone: 267-467-5871

🧠 The Analogy

This is like a couple getting a divorce. The main family (the company) is splitting off the "garage business" that's been sitting unused (the suspended China ops). To make the split clean, the original owners who brought that garage business into the family (DCG, Alonzo, etc.) take back the keys to the garage and, in return, give back the "family stock certificates" (the 10.4 million shares) they were given when they moved in. The main family home continues, just without the unused garage out back.

🧩 Final Takeaway

ESG Inc. is using a related-party split-off to jettison its inactive China business. The controlling shareholder is taking back that business in exchange for returning over 10 million shares for cancellation, simplifying the company's structure and ownership as it focuses on North America. No shareholder vote was required.