Current Report Filing (8-k)
November 22 2017 - 7:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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, 2017
CLEANTECH
SOLUTIONS INTERNATIONAL, INC.
(Exact
name of registrant as specified in Charter)
Nevada
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001-34591
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90-0648920
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee
Identification No.)
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No.
9 Yanyu Middle Road
Qianzhou
Village, Huishan District, Wuxi City
Jiangsu
Province, People’s Republic of China
(Address
of Principal Executive Offices)
(86)
51083397559
(Registrant’s
Telephone number)
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 (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐
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 as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange 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
8.01 Other Events
On
November 20, 2017, Cleantech Solutions International, Inc.’s (the “Company”) wholly-owned subsidiary, Vantage
Ultimate Limited ("Vantage"), entered into a conditional share swap agreement with Marvel Finance Limited (“Marvel”),
to acquire Marvel’s 51% interest in the issued share capital of Integrated Media Technology Limited (“IMT”).
The terms of the agreement provide that Marvel shall transfer 51% of the issued share capital of IMT (which is valued at US$13,482,410,
based on 1,348,241 ordinary voting shares at a price of US$10.00 per IMT share). In exchange, the Company shall issue a certain
number of its shares of common stock, representing 19.5% of its issued and outstanding shares of common stock on the date the
definitive agreement is entered into by the parties, along with a 5-year interest-free promissory note with a principal amount
of US$11,482,410, to Marvel. The agreement is subject to various closing conditions, including entry into a definitive agreement
satisfactory to both parties and legal and financial due diligence. There can be no assurances that the parties may enter into
any agreement to do a transaction, and even if an agreement is entered into, there can be no assurances that such transaction
will be consummated. A copy of the agreement and the Company’s press release announcing the agreement are attached hereto
as Exhibit 99.1 and Exhibit 99.2.
In
connection with the Company’s 2017 Annual General Meeting (the “AGM”), the Company has decided to withdraw Proposal
3 on the Proxy Statement regarding the amendment to its 2016 Long-Term Incentive Plan (the “Plan”) to increase the
number of shares of common stock authorized for issuance under the Plan, and Proposal 4 relating to the amendment to its Articles
of Incorporation to increase the number of authorized shares available for future issuance. If you have already returned your
proxy card and do not wish to change your vote, you do not need to do anything. Your vote will be voted as you instructed in the
proxy card on Proposal 1 (Election of Directors), Proposal 2 (Name Change) and Proposal 5 (Further Business). Proposal 3 (Amendment
to the Plan) and Proposal 4 (Amendment to the Articles) have been withdrawn. As such, any votes cast in connection with Proposals
3 or 4 shall be disregarded. If you have already returned your proxy card, and would like to change your vote on Proposals 1,
2 or 5, you may revoke or change your vote at any time before the final vote on the matter is taken at the AGM by submitting a
notice of revocation to the Company, or by timely delivery of a valid, later-dated, duly executed proxy card. You may also revoke
or change your vote by attending the AGM and voting in person. If your shares are held by a bank, broker, or other nominee, you
must contact the bank, broker, or nominee and follow their instructions for revoking or changing your vote.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
Date: November 22, 2017
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Cleantech Solutions International, Inc.
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By:
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/s/
Jianhua Wu
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Jianhua Wu
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Chief Executive Officer
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