Current Report Filing (8-k)
December 06 2017 - 7:03AM
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): December 6, 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
December 6, 2017, Cleantech Solutions International, Inc.’s (the “Company”) wholly-owned subsidiary, EC Assets
Management Limited ("EC Assets"), entered into a conditional share swap agreement (“Agreement”) with Ever-Long
Holdings Limited and certain of its officers and directors (“Ever-Long Parties”), to acquire a 51% interest in the
issued share capital of Brighten Holdings Int’l Limited (“Brighten”), a subsidiary of Styland Holdings Limited,
a Hong-Kong-listed company (0211.HK). The terms of the Agreement stipulate that the Ever-Long Parties shall transfer 51% of Brighten’s
issued share capital (which is valued at US$16,447,500, based on 510,000 ordinary voting shares at a price of US$32.25 per Brighten
share). In exchange, the Company shall issue a certain number of its shares of common stock, representing 19.5% of the issued
and outstanding shares of CLNT, and a 5-year interest-free promissory note with a principal amount of US$13,762,125 to Brighten..
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.
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: December 6, 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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