Rubber Leaf Inc. (RLEA) moves core operations to Hong Kong after $3M PRC unit sale

Rhea-AI Filing Summary

Rubber Leaf Inc. (RLEA) has sold all of its equity interests in its former China operating subsidiary, Rubber Leaf Sealing Products (Zhejiang) Co., Ltd., to Shanghai Yongliansen Import and Export Trading Co., Ltd. for US$3,000,000 in cash.

The purchaser is a related party because the Company’s Chief Executive Officer, Xingxiu Hua, holds 30% of the purchaser’s outstanding equity. After the sale, the former PRC subsidiary is no longer included in Rubber Leaf’s consolidated operations, and the Company has no ongoing operational role or control over it.

Prior to this sale, Rubber Leaf formed a wholly owned Hong Kong subsidiary, Rubber Leaf Limited (RLHK), and shifted principal orders, customer contracts and supply arrangements from the PRC entity to RLHK. The Company states that RLHK is now its primary operating entity and that it does not expect the restructuring to materially affect its consolidated financial results or result in any change of control.

Insights

Corporate transactions analyst

Rubber Leaf sells PRC subsidiary for $3M and shifts operations to Hong Kong in a related-party deal it expects to be financially neutral.

Rubber Leaf Inc. completed a share purchase agreement on November 20, 2025, selling all equity in its former PRC operating subsidiary, Rubber Leaf Sealing Products (Zhejiang) Co., Ltd., to Shanghai Yongliansen Import and Export Trading Co., Ltd. for US$3,000,000 in cash. The company states it retains no operational role or control over the disposed subsidiary, marking a clean exit from that PRC entity.

This is a related-party transaction because CEO Xingxiu Hua owns 30% of the purchaser’s equity. However, the company notes that it had already formed a wholly owned Hong Kong subsidiary, Rubber Leaf Limited (RLHK), on September 22, 2025 and transitioned principal orders, customer contracts and supply arrangements there. Management states that RLHK is now the primary operating entity and that the restructuring does not change control or the basis of consolidated reporting.

The company explicitly indicates that it does not expect the reorganization to materially affect consolidated financial results, which suggests the $3M consideration is broadly aligned with the migrated operations. Investors will need to rely on future financial statements and any pro forma information the company may file under Regulation S-X to see how the Hong Kong-based structure is reflected in revenue and margins over coming reporting periods.

8-K Event Classification

4 items: 1.01, 2.01, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 20, 2025

Rubber Leaf Inc

(Exact name of registrant as specified in its charter)

Nevada		000-56511		32-0655276
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

Room 2109, 21/F C C WU BLDG 302-308 HENNESSY, RD.

WAN CHAI, HONG KONG 0000

+ (852) 2138-1668

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.001.

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☒.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On November 20, 2025, Rubber Leaf Inc (the “Company”) entered into a Share Purchase Agreement with Shanghai Yongliansen Import and Export Trading Co., Ltd. (“Yongliansen” or “Purchaser”), pursuant to which the Company sold all of its then equity interests in its former PRC operating subsidiary, Rubber Leaf Sealing Products (Zhejiang) Co., Ltd. (“RLSP” or “Former PRC Subsidiary”), to the Purchaser for cash consideration of US$3,000,000.

Related-Party Consideration

The Company’s Chief Executive Officer, Xingxiu Hua, holds 30% of the outstanding equity of the Purchaser. Accordingly, the transaction constitutes a related-party transaction under applicable SEC disclosure standards.

Item 2.01 Completion of Disposition of Assets or Business.

On November 20, 2025, the Company completed the disposition of the Former PRC Subsidiary pursuant to the Agreement described under Item 1.01. Upon completion of the transaction:

(1) The Former PRC Subsidiary is no longer part of the Company’s consolidated operating structure;

(2) The Company’s primary operations will be conducted through its wholly-owned Hong Kong subsidiary, Rubber Leaf Limited;

(3) The Company retains no continuing operational role, operational control or decision-making authority over the Former PRC Subsidiary following its disposition.

Item 8.01. Other Events

Prior to the disposition of the Former PRC Subsidiary, the Company established a wholly owned subsidiary in Hong Kong, Rubber Leaf Limited (“RLHK”) on September 22, 2025, and gradually adjusted and/or transferred the principal orders, customer contracts and supply arrangements formerly associated with RLSP to RLHK. RLHK is now the Company’s primary operating entity and continues to conduct the Company’s revenue-generating activities.

The Company is reporting that its operating structure has changed from a PRC-based subsidiary to a Hong Kong-based subsidiary.

The Company does not expect the restructuring to materially affect its consolidated financial results.

The corporate reorganization did not result in any change of control of the Company and does not affect the Company’s consolidated financial reporting. Following the reorganization, the Company continues to operate as an active business through its Hong Kong subsidiary, RLHK.

Item 9.01 Financial Statements and Exhibits

(a) Pro forma financial information: The Company will file pro forma financial information by amendment if required under Regulation S-X.

(d) Exhibits:

Exhibit 2.1 Share Purchase Agreement, dated November 20, 2025, by and between Rubber Leaf Inc and Shanghai Yongliansen Import & Export Co., Ltd.

Exhibit 3.1 Certificate of Incorporation of Rubber Leaf Limited (Hong Kong)

Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document.)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	RUBBER LEAF INC
Date: December 9, 2025	/s/ Xingxiu Hua
	Xingxiu Hua, Chief Executive Officer
Date: December 9, 2025	/s/ Hua Wang
	Hua Wang, Chief Financial Officer

FAQ

What major transaction did Rubber Leaf Inc. (RLEA) announce in this 8-K?

Rubber Leaf Inc. disclosed that on November 20, 2025, it entered into a Share Purchase Agreement and sold all of its equity interests in its former PRC operating subsidiary, Rubber Leaf Sealing Products (Zhejiang) Co., Ltd., to Shanghai Yongliansen Import and Export Trading Co., Ltd. for US$3,000,000 in cash.

Why is the sale of Rubber Leaf7s PRC subsidiary considered a related-party transaction?

The sale is a related-party transaction because Rubber Leaf7s Chief Executive Officer, Xingxiu Hua, holds 30% of the outstanding equity of the purchaser, Shanghai Yongliansen Import and Export Trading Co., Ltd., which triggers related-party disclosure requirements under SEC standards.

How does this transaction change Rubber Leaf Inc.7s operating structure?

After the disposition, the former PRC subsidiary is no longer part of Rubber Leaf7s consolidated operating structure. The company states that its primary operations are now conducted through its wholly owned Hong Kong subsidiary, Rubber Leaf Limited (RLHK), which has taken over principal orders, customer contracts and supply arrangements.

Does Rubber Leaf Inc. expect the restructuring to change its financial results?

Rubber Leaf Inc. explicitly states that it does not expect the restructuring to materially affect its consolidated financial results. It also notes that the corporate reorganization does not result in any change of control and does not affect consolidated financial reporting.

What continuing involvement does Rubber Leaf have with the disposed PRC subsidiary?

The company reports that following completion of the transaction, it retains no continuing operational role, operational control or decision-making authority over the former PRC subsidiary.

What additional information might Rubber Leaf Inc. provide about this transaction?

Rubber Leaf indicates that it will file pro forma financial information by amendment if required under Regulation S-X. It also lists as exhibits the Share Purchase Agreement and the Certificate of Incorporation of Rubber Leaf Limited (Hong Kong).