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Solutions International, Inc.
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CLEANTECH
SOLUTIONS INTERNATIONAL, INC.
No.
9 Yanyu Middle Road
Qianzhou
Village, Huishan District, Wuxi City
Jiangsu
Province, People’s Republic of China 214181
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
December
31, 2015
NOTICE
IS HEREBY GIVEN that the 2015 annual meeting of stockholders of Cleantech Solutions International, Inc., a Nevada corporation,
will be held at the offices of the Corporation, No. 9 Yanyu Middle Road, Qianzhou Village, Huishan District, Wuxi City, Jiangsu
Province, People’s Republic of China 214181, on Thursday, December 31, 2015, at 10:00 A.M. local time. At the meeting, you
will be asked to vote on:
(1) The
election of five directors to serve until the next annual meeting of stockholders and until their successors are elected and qualified;
(2) The
transaction of such other and further business as may properly come before the meeting.
The
board of directors has fixed the close of business on November 12, 2015 as the record date for the determination of stockholders
entitled to notice of and to vote at the annual meeting. A list of stockholders of record on the record date will be available
for inspection by stockholders at the office of the Corporation, No. 9 Yanyu Middle Road, Qianzhou Village, Huishan District,
Wuxi City, Jiangsu Province, People’s Republic of China 214181, during the ten days prior to the meeting.
The
enclosed proxy statement contains information pertaining to the matters to be voted on at the annual meeting.
| |
By
order of the Board of Directors
Yan
Hua
Secretary |
Wuxi,
China
November
18, 2015
THIS
MEETING IS VERY IMPORTANT TO US AND TO OUR STOCKHOLDERS. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO
COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PRE-ADDRESSED POSTAGE-PAID ENVELOPE AS DESCRIBED ON
THE ENCLOSED PROXY CARD. YOUR PROXY, GIVEN THROUGH THE RETURN OF THE ENCLOSED PROXY CARD, MAY BE REVOKED PRIOR TO ITS EXERCISE
BY FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A
LATER DATE, OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
Important
Notice Regarding the Availability of Proxy Materials for the
2015
annual Meeting of Stockholders to be Held on December 31, 2015
The
Proxy Statement, our form of proxy card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 are available
on the Internet AT https://materials.proxyvote.com/18451N
CLEANTECH
SOLUTIONS INTERNATIONAL, INC.
No.
9 Yanyu Middle Road
Qianzhou
Village, Huishan District, Wuxi City
Jiangsu
Province, People’s Republic of China 214181
PROXY
STATEMENT
Annual
Meeting of Stockholders
December
31, 2015
The accompanying proxy and this proxy
statement have been prepared by our management for the board of directors. Your proxy is being solicited by the board of directors
for use at the 2015 annual meeting of stockholders to be held at our offices, which are at No. 9 Yanyu Middle Road, Qianzhou Village,
Huishan District, Wuxi City, Jiangsu Province, People’s Republic of China 214181, on Thursday, December 31, 2015 at
10:00 A.M., local time, or at any adjournment thereof. This proxy statement contains information about the matters to be considered
at the meeting or any adjournments or postponements of the meeting and is first being mailed to stockholders, on or about November
18, 2015. In this proxy statement, we refer to Cleantech Solutions International, Inc. as “we,” “us,” our”
and word of similar import.
ABOUT
THE MEETING
What
is being considered at the meeting?
You
will be voting for:
| ● | The
election of five directors to serve until the next annual meeting of stockholders and
until their successors are elected and qualified; |
| | | |
| ● | The
transaction of such other and further business as may properly come before the meeting. |
Who
is soliciting your proxy?
Your
proxy is being solicited by our board of directors.
Who
is entitled to vote at the meeting?
You
may vote if you owned stock as of the close of business on November 12, 2015, which is the record date for determining who
is eligible to vote at the annual meeting. Each share of common stock is entitled to one vote.
What
is the difference between holding shares as a stockholder of record and as a beneficial owner?
Most
of our stockholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share
certificates in their own name. As summarized below, there are some distinctions between shares held of record and those owned
beneficially.
Stockholder
of Record
If,
on the record date, your shares were registered directly in your name with our transfer agent, Empire Stock Transfer, Inc., you
are a “stockholder of record” who may vote at the annual meeting, and we are sending these proxy materials directly
to you. As the stockholder of record, you have the right to direct the voting of your shares by returning the enclosed proxy card
to us or to vote in person at the annual meeting. Whether or not you plan to attend the annual meeting, please complete, date
and sign the enclosed proxy card to ensure that your vote is counted.
Beneficial
Owner
If,
on the record date, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered
the beneficial owner of shares held “in street name,” and these proxy materials are being forwarded to you by your
broker or nominee who is considered the stockholder of record for purposes of voting at the annual meeting. As the beneficial
owner, you have the right to direct your broker on how to vote your shares and to attend the annual meeting. However, since you
are not the stockholder of record, you may not vote these shares in person at the annual meeting unless you receive a valid proxy
from your brokerage firm, bank or other nominee holder. To obtain a valid proxy, you must make a special request of your brokerage
firm, bank or other nominee holder. If you do not make this request, you can still vote by using the voting instruction card enclosed
with this proxy statement; however, you will not be able to vote in person at the annual meeting.
How
do I vote?
(1)
You may vote by mail. You may vote by mail by completing, signing and dating your proxy card and returning it in the enclosed,
postage-paid and addressed envelope. If we receive your proxy card prior to the annual meeting and if you mark your voting instructions
on the proxy card, your shares will be voted:
| ● | as
you instruct, and |
| | | |
| ● | according
to the best judgment of the proxies if a proposal comes up for a vote at the annual meeting
that is not on the proxy card. |
If
you return a signed card, but do not provide voting instructions, your shares will be voted:
| ● | for
the election of Jianhua Wu, Fu Ren Chen, Xi Liu, Ming Zhao and Baowen Wang, who are the nominees of the board
of directors, as directors; |
| | | |
| ● | according
to their best judgment if a proposal comes up for a vote at the annual meeting that is
not on the proxy card. |
(2)
You may vote in person at the annual meeting. We will pass out written ballots to anyone who wants to vote at the annual meeting.
However, if you hold your shares in street name, you must bring to the annual meeting a valid proxy from the broker, bank or other
nominee holding your shares that confirms your beneficial ownership of the shares and gives you the right to vote your shares.
Holding shares in street name means you hold them through a brokerage firm, bank or other nominee, and therefore the shares are
not held in your individual name. We encourage you to examine your proxy card closely to make sure you are voting all of your
shares in the Company.
(3)
You may vote online. If you hold your shares in street name, you may vote online in accordance with instructions provided
by your broker.
How
does the board of directors recommend that I vote?
The
board of directors unanimously recommends that you vote in favor of the board of directors’ nominees for director as set
forth in this proxy statement.
Can
I change my mind after I vote?
Yes,
you may change your mind at any time before the polls close at the meeting. You can change your vote by signing another proxy
with a later date and returning it to us prior to the meeting or by voting again at the meeting. If your stock is held in a brokerage
account, you must provide your broker with instructions as to any changes in the voting instructions which you previously provided
to your broker.
What
if I sign and return my proxy card but I do not include voting instructions?
If
you sign your proxy card and return it to us but you do not include voting instructions as to any proposal, your proxy will be
voted FOR the election of the board of directors’ nominees for directors.
What
does it mean if I receive more than one proxy card?
It
means that you have multiple accounts with brokers and/or our transfer agent. Please vote all of these shares. We recommend that
you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address.
Our transfer agent is Empire Stock Transfer, Empire Stock Transfer Inc., 1859 Whitney Mesa Dr., Henderson, NV 89014.
Will
my shares be voted if I do not provide my proxy?
If
your shares are held in a brokerage account, they may be voted if you provide your broker with instructions as to how you want
your shares voted. Your broker will send you instructions as to how you can vote shares that are held in your brokerage account.
If you do not give your broker instructions as to how you want your shares to be voted, then your shares will not be voted either
for the election of directors or any of the proposals being voted on at the meeting.
If
you hold your shares directly in your own name, they will only be voted if you either sign and deliver a proxy or attend and vote
at the meeting.
How
many votes must be present to hold the meeting?
In
order for us to conduct our meeting, we must have a quorum. We will have a quorum, and be able to conduct the meeting, if one-third
of our outstanding shares as of November 12, 2015, are present at the meeting. Your shares will be counted as being present at
the meeting if you attend the meeting or if you properly return a proxy by mail or if you give your broker voting instructions
and the broker votes your shares.
On
the record date, November 12, 2015, we had 3,943,986 shares of common stock outstanding. We will have a quorum if 1,314,662 shares
of common stock are present and voting at the annual meeting.
What
vote is required to elect directors?
Directors
are elected by a plurality of the votes cast, which means that, as long as a quorum is present, the five nominees for director
who receive the most votes will be elected. Abstentions will have no effect on the voting outcome with respect to the election
of directors.
How
many votes are required to approve other matters that may come before the stockholders at the annual meeting?
An
affirmative vote of a majority of the votes cast at the annual meeting is required for approval of all other items being submitted
to the stockholders for their consideration.
How
are broker non-votes treated at the meeting?
Broker
non-votes are proxies signed by brokers without voting on the election of directors or the other proposals. Broker non-votes are
treated as present at the meeting for purposes of determining whether we have a quorum. However, since directors are elected by
a plurality, and broker non-votes will not be voted for any nominees, as long as we have a quorum, including shares represented
by broker non-votes, the five nominees for directors who receive the most votes will be elected.
Who
is paying the cost of the meeting?
We
will pay for preparing, printing and mailing this proxy statement. Proxies may be solicited on our behalf by our directors, officers
or employees in person or by telephone, electronic transmission and facsimile transmission. We will reimburse banks, brokers and
other custodians, nominees and fiduciaries for their out-of-pocket costs of sending the proxy materials to our beneficial owners.
We estimate our costs at approximately $15,000.
Is
my vote kept confidential?
Proxies,
ballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed except as may be necessary
to meet legal requirements.
Where
do I find the voting results of the annual meeting?
We
will announce voting results at the annual meeting and file a current report on Form 8-K announcing the voting results of the
annual meeting.
Who
can help answer my questions?
You
can contact our Chief Financial Officer, Mr. Adam Wasserman, at (800) 867-0078 Ext 702 or email at adamw@cleantechsolutionsinternational.com,
with any questions about proposals described in this proxy statement or how to execute your vote.
ELECTION
OF DIRECTORS
Directors
are elected annually by the stockholders to serve until the next annual meeting of stockholders and until their respective successors
are duly elected. Our bylaws provide that the number of directors comprising the whole board shall be determined from time to
time by the Board. The size of the board for the ensuing year is five directors. Our nominating committee recommended, and our
board of directors accepted the committee’s recommendation, that the directors named below be elected. If any nominee becomes
unavailable for any reason, a situation which is not anticipated, a substitute nominee may be proposed by the board, and any shares
represented by proxy will be voted for the substitute nominee, unless the board reduces the number of directors.
Four
of our directors, Messrs. Jianhua Wu, Fu Ren Chen, Xi Liu and Ming Zhao (who is also known as Frank Zhao) were elected at the
2014 annual meeting of stockholders, for which we solicited proxies. Mr. Baowen Wang was nominated to fill the vacancy resulting
from the resignation in November 2015 of Mr. Tianxiang Zhou.
The
following table sets forth certain information concerning the board of directors’ nominees for directors:
| Name |
|
Age |
|
Principal
Occupation |
|
Director
Since |
| Jianhua Wu |
|
60 |
|
Chairman of the
board and chief executive officer of the Company |
|
November
2007 |
| Fu Ren Chen1,2,3 |
|
71 |
|
General manager
and chairman of the board of WuXu City ZhengCheng Accounting Services Ltd. |
|
July
2012 |
| Xi Liu1,2,3 |
|
47 |
|
Purchasing and
sourcing manager at WAM Bulk Handling Machinery (Shanghai) Co. Ltd. |
|
November
2007 |
| Baowen Wang |
|
69 |
|
Senior engineer
at the National 559th factory research center |
|
-- |
| Ming Zhao1 |
|
39 |
|
Chief financial
officer of China Jo-Jo drugstores, Inc. |
|
April
2014 |
| 1 |
Member of the audit committee. |
| 2 |
Member of the compensation committee. |
| 3 |
Member of the corporate governance/ nominating committee. |
Jianhua
Wu has been our chief executive officer, chairman and a director since the completion of the reverse acquisition in November
2007. Mr. Wu founded our predecessor companies, Wuxi Huayang Dyeing Machinery Co., Ltd. and Wuxi Huayang Electrical
Power Equipment Co., Ltd., in 1995 and 2004, respectively, and was executive director and general manager of these companies prior
to becoming our chief executive officer. Mr. Wu was nominated as a director because of his position as our chief executive officer.
Mr. Wu is a certified mechanical engineer.
Fu
Ren Chen is general manger and chairman of the board of WuXu City ZhengCheng Accounting Services, Ltd., a position he
has held since February 2000. From 1990 until February 2000, Mr. Chen was accounting manager at Qian Zhou Agricultural Financial
Co., Ltd. Mr. Chen is a certified public accountant in China. We nominated Mr. Chen as a director because we believe that his
finance and accounting experience is important to us as we improve our financial accounting controls.
Xi
Liu has an extensive material engineering background, being a 1989 graduate of Jiangsu University of Technology with a
degree in metal material and heat treatment, and having been trained at the Volvo facilities in Penta, Sweden in 1999. Immediately
after graduating from the university, Mr. Liu worked at China FAW Group Corporation, the oldest and one of largest Chinese automakers,
as an engineer, before leaving in 2005 as an assistant manager in the Purchasing Department of the Wuxi Diesel Engine Works plant.
He then joined WAM Bulk Handling Machinery (Shanghai) Co., Ltd., part of the Italian industrial giant WAMGROUP, as a purchasing
and sourcing manager, which is his current position. Mr. Liu’s background in engineering and his practical industrial experience
is important to us as we plan and develop our business.
Baowen
Wang works as a senior engineer at the National 559th factory research center, a state-owned precision optical research
center, a position he has held since 2005, when he retired as head of the Wuxi HuGuang Instrument Research Institute, a position
has held from 1979 to 2005. Mr. Wang graduated from NanJing University, majoring in weather station and radar. Mr.
Wang’s engineering background and his practical industrial are important qualifications for his service as a director. Mr.
Wang served as a director from July 2012 until his resignation in April 2014.
Ming
Zhao has been chief financial officer of China Jo-Jo Drugstores, Inc. since August 2011, having served as executive assistant
to the chief executive officer and chief financial officer from September 2010 until July 2011. From July 2006 until
August 2010, Mr. Zhao was a senior auditor with Sherb & Co., LLP. While at Sherb, Mr. Zhao was a senior auditor
who worked on the audit of the Company’s financial statements. From December 2002 to July 2003, Mr. Zhao worked
as financial analyst at Microsoft Corporation. Mr. Zhao received a bachelor of accounting degree from Central University of Finance
and Economics in Beijing, China in July 1999, and his master of Professional Accounting from the University of Washington in December
2002. Mr. Zhao completed the course work for a PhD in accounting from Florida Atlantic University, but did not complete
his dissertation. Mr. Zhao’s accounting experience is important to us for serving as the chairman of our audit committee.
Our
directors are elected for a term of one year and until their successors are elected and qualified.
We
are incorporated in Nevada and are subject to the provisions of the Nevada corporate law. Our articles of incorporation and by-laws
provide that we will indemnify and hold harmless our officers and directors to the fullest extent permitted by law. Our articles
of incorporation also provide that, except as otherwise provided by law, no director or officer is individually liable to us or
our stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or
officer unless it is proven that (a) the director’s or officer’s act or failure to act constituted a breach of his
or her fiduciary duties as a director or officer and (b) the breach of those duties involved intentional misconduct, fraud or
a knowing violation of law.
Nevada
Revised Statutes Section 78.7502 gives us broad authority to indemnify our officers and directors. under certain prescribed circumstances
and subject to certain limitations against certain costs and expenses, including attorney’s fees actually and reasonably
incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which
a person is a party by reason of being a director or officer it is determined that such person acted in accordance with the applicable
standard of conduct set forth in such statutory provisions.
Director
Independence
We
believe that four of our nominees for director, Fu Ren Chen, Xi Liu, Baowen Wang and Ming Zhao, are independent directors, pursuant
to the Nasdaq definition of independence. Our board has determined that Ming Zhao is an audit committee financial expert.
Mr. Wu, our chairman and chief executive officer, is not an independent director.
Committees
Our
business, property and affairs are managed by or under the direction of the board of directors. Members of the board are kept
informed of our business through discussion with the chief executive and financial officers and other officers, by reviewing materials
provided to them and by participating at meetings of the board and its committees.
Our board of directors has three committees
- the audit committee, the compensation committee and the corporate governance/nominating committee. The audit committee is presently
comprised of Ming Zhao, who is the chairman, Xi Liu and Fu Ren Chen. The compensation committee is comprised of Fu Ren
Chen and Tianxiang Zhou. The corporate governance/nomination committee is comprised of Xi Liu, who is the chairman
and Fu Ren Chen. Our 2010 long-term incentive plan is administered by the compensation committee. Until his resignation, Mr. Tianziang
Zhou served as chairman of the compensation committee and a member of the corporate governance/nominating committee.
Our
audit committee is involved in discussions with our independent auditor with respect to the scope and results of our year-end
audit, our quarterly results of operations, our internal accounting controls and the professional services furnished by the independent
auditor. Our board of directors has adopted a written charter for the audit committee which the audit committee reviews and reassesses
for adequacy on an annual basis. A copy of the audit committee’s current charter is available on our website at http://www.cleantechsolutionsinternational.com/Asl%20cleantech%20audit%20committee%20charter%20(00172533).doc.
The
compensation committee oversees the compensation of our chief executive officer and our other executive officers and reviews our
overall compensation policies for employees generally. If so authorized by the board of directors, the committee may
also serve as the granting and administrative committee under any option or other equity-based compensation plans which we may
adopt. The compensation committee does not delegate its authority to fix compensation; however, as to officers who
report to the chief executive officer, the compensation committee consults with the chief executive officer, who may make recommendations
to the compensation committee. Any recommendations by the chief executive officer are accompanied by an analysis of
the basis for the recommendations. The committee will also discuss compensation policies for employees who are not
officers with the chief executive officer and other responsible officers. The compensation committee has the authority
to retain and obtain the advice of a compensation advisor, who could be a compensation consultant, legal counsel or other advisor,
and to approve the fees and other retention terms of the compensation advisor. A copy of the compensation committee’s current
charter is available on our website at http://www.cleantechsolutionsinternational.com/Asl%20cleantech%20compensation%20committee%20charter%20
(00172534).doc.
The
corporate governance/nominating committee will be involved evaluating the desirability of and recommending to the board any changes
in the size and composition of the board, evaluation of and successor planning for the chief executive officer and other executive
officers. The qualifications of any candidate for director will be subject to the same extensive general and specific criteria
applicable to director candidates generally. A copy of the corporate governance/ nominating committee charter is available on
our website at http://www.cleantechsolutionsinternational.com/Asl%20cleantech%20nominating-governance%20committee%20charter%20(00172535).doc.
The
board and its committees held the following number of meetings during 2014:
| Board of directors | |
| 4 | |
| Audit committee | |
| 4 | |
| Compensation committee | |
| 0 | |
| Nomination committee | |
| 0 | |
The
meetings include meetings that were held by means of a conference telephone call, but do not include actions taken by unanimous
written consent.
Each
director attended at least 75% of the total number of meetings of the board and those committees on which he served during the
year.
Our
non-management directors did not meet in executive session during 2014.
Compensation
Committee Interlocks and Insider Participation
Aside
from his service as director, no member of our compensation committee had any relationship with us as of December 31, 2014, and
none of our executive officers served as a director or compensation committee member of another entity.
Code
of Ethics
We
have adopted a code of ethics that applies to our officers, directors and employees. We have filed copies of our code of ethics
and our board committee charters as exhibits to our filings with the SEC.
Audit
Committee Report*
The
audit committee of the board is composed of three directors: Ming Zhao, as chairmen, Fu Ren Chen, and Xi Liu. Each of the audit
committee members is “independent” as defined by the rules of the NASDAQ Stock Market. The board has adopted a written
Audit Committee Charter. Mr. Zhao has served as a member of the audit committee since April 2014, and Mr. Chen was elected to
the board in July 2012 and served as members of the audit committee commencing in July 2012. Mr. Liu has was elected to the board
in 2007 and has served on the audit committee since 2008.
Management
is responsible for our financial statements, financial reporting process and systems of internal accounting and financial reporting
control. Our independent auditor is responsible for performing an independent audit of our financial statements in accordance
with auditing standards generally accepted in the United States and for issuing a report thereon. The audit committee’s
responsibility is to oversee all aspects of the financial reporting process on behalf of the board. The responsibilities of the
audit committee also include engaging and evaluating the performance of the accounting firm that serves as the Company’s
independent auditor.
The
audit committee discussed with our independent auditor, with and without management present, such auditor’s judgments as
to the quality, not just acceptability, of our accounting principles, along with such additional matters required to be discussed
under the Statement on Auditing Standards No. 61, “Communication with Audit Committees.” The audit committee
has discussed with the independent auditor, the auditor’s independence from us and our management, including the written
disclosures and the letter submitted to the audit committee by the independent auditor as required by the Independent Standards
Board Standard No. 1, “Independence Discussions with Audit Committees.”
In
reliance on such discussions with management and the independent auditor, review of the representations of management and review
of the report of the independent auditor to the audit committee, the audit committee recommended (and the board approved) that
our audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2014.
Submitted
by:
Audit
Committee of the Board of Directors
/s/ Fu
Ren Chen
/s/ Xi
Liu
/s/ Tianziang
Zhou
| * |
The information
contained in this Audit Committee Report shall not be deemed to be “soliciting material” or “filed”
or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange
Act, except to the extent that the Company specifically requests that the information be treated as soliciting material or
specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange
Act. |
Section
16(a) Compliance
Section
16(a) of the Securities Exchange Act of 1934, requires our directors, executive officers and persons who own more than 10% of
our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other
of our equity securities. During the year ended December 31, 2014, Mr. Wu, Mr. Zhao and Mr. Wasserman were late in the filing
of one or more Form 3 or Form 4 filings.
Executive
Compensation
The
following summary compensation table indicates the cash and non-cash compensation earned during the years ended December 31, 2014
and 2013 by each person who served as chief executive officer and chief financial officer. No other executive officer received
compensation equal or exceeding $100,000.
Summary
Annual Compensation Table
| Name and Principal Position | |
Fiscal Year | |
Salary ($) | | |
Bonus ($) | | |
Stock Awards ($) | | |
All Other Compensation ($) | | |
Total
($) | |
| Jianhua Wu, chief executive officer (1) | |
2014
2013 | |
| 32,556 28,241 | | |
| 0 0 | | |
| 110,600 102,250 | | |
| 0 0 | | |
| 143,156 130,491 | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| Adam Wasserman, | |
2014 | |
| 52,000 | | |
| 0 | | |
| 98,303 | | |
| 0 | | |
| 150,303 | |
| chief financial officer (2) | |
2013 | |
| 52,000 | | |
| 0 | | |
| 103,332 | | |
| 0 | | |
| 144,332 | |
| (1) |
Mr.
Wu’s 2014 compensation consisted of salary of $32,556 and 20,000 shares of common stock, valued at $110,600. Mr.
Wu’s 2013 compensation consisted of salary of $28,241and 25,000 shares of common stock, valued at $102,250. |
| |
|
| (2) |
Mr.
Wasserman’s compensation is paid to CFO Oncall Inc. of which he serves as chief executive officer. Mr. Wasserman’s
2014 compensation included salary of $52,000 and 15,000 shares of common stock, valued at $98,303. Mr. Wasserman’s 2013
compensation included salary of $52,000 and 23,015 shares of common stock, valued at $103,332. |
Employment
Agreement
We
have no employment agreements with any officer or director except for Adam Wasserman, our chief financial officer. Pursuant to
an employment agreement dated December 10, 2012, Mr. Wasserman receives compensation at the annual rate of $52,000. Mr. Wasserman
also received stock grants pursuant to the 2010 plan, as described in the Summary Annual Compensation Table. The agreement had
an initial term commencing December 10, 2012 through March 31, 2014.
Directors’
Compensation
We
do not have any agreements or formal plan for compensating our directors for their service in their capacity as directors, except
that we have an agreement with Mr. Zhao pursuant to which we agreed to pay Mr. Zhao as compensation for services as s director
during 2014, RMB 30,000 (approximately $4,850) and 3,500 shares of common stock. Our board may, in the future, award stock grants
or options to purchase shares of common stock to our directors.
The
following table provides information concerning the compensation of each member of our board of directors whose compensation is
not included in the Summary Compensation Table for his or her services as a director and committee member for 2014. The value
attributable to any stock grants is computed in accordance with ASC Topic 718.
| Name | |
Fees Earned
or Paid in Cash | | |
Stock
Awards | | |
Total | |
| Tianxiang Zhou (1) | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
| Xi Liu | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
| Baowen Wang (2) | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
| Ming Zhao (3) | |
$ | 4,850 | | |
$ | 19,355 | | |
$ | 24,205 | |
|
| |
| | | |
| | | |
| | |
(1) Mr.
Zhou resigned as a director on November 10, 2015.
(2) Mr.
Wang, who is a nominee for director, resigned as a director on April 24, 2014.
(3) Mr.
Zhao has been a director since April 2014.
2010
Long-Term Incentive Plan
In January 2010,
the board of directors adopted, and in March 2010, the stockholders approved the 2010 long-term incentive plan, covering 200,000
shares of common stock. In October 2013, the board of directors adopted and in December 2013, the stockholders approved, an amendment
to the 2010 plan which increased the number of shares subject to the 2010 plan from 200,000 shares to 500,000 shares. The
2010 plan provides for the grant of incentive and non-qualified options and stock grants to employees, including officers, directors
and consultants. The 2010 plan is to be administered by a committee of not less than three directors, each of whom is to be an
independent director. In the absence of a committee, the plan is administered by the board of directors. The board has granted
the compensation committee the authority to administer the 2010 plan. Members of the committee are not eligible for stock options
or stock grants pursuant to the 2010 plan unless such stock options or stock grant are granted by a majority of our independent
directors other than the proposed grantee. As of December 31, 2014, there were 256,509 shares of common stock available for issuance
pursuant to the 2010 plan.
The
following table sets forth information as options outstanding on December 31, 2014.
| OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END |
| | |
OPTION
AWARDS | | |
STOCK
AWARDS | |
Name
(a) | |
Number
of
Securities
Underlying
Unexercised
options
(#) (b) | | |
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(c) | | |
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d) | | |
Option
Exercise
Price
($)
(e) | | |
Option
Expiration
Date
($)
(f) | | |
Number
of
Shares or
Units of
Stock that
have not Vested
(#)
(g) | | |
Market
Value of
Shares of
Units of
Stock that
Have not Vested
($)
(h) | | |
Equity
Incentive
Plan Awards:
Number of
Unearned Shares,
Units or
Other
Rights that
have not
Vested
(#)
(i) | | |
Equity
Incentive
Plan Awards:
Market or Payout Value
of Unearned Shares, Units
or other
Rights
that
have not
Vested
($)
(j) | |
| Jianhua Wu | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Adam Wasserman | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND
RELATED STOCKHOLDER MATTERS.
The following
table provides information as to shares of common stock beneficially owned as of November 12, 2015, by:
|
● | Each
director and each nominee for election as a director; |
| |
| |
|
● | Each
current officer named in the summary compensation table; |
| |
| |
|
● | Each
person owning of record or known by us, based on information provided to us by the persons
named below, at least 5% of our common stock; and |
| |
| |
|
● | All directors
and officers as a group |
For
purposes of the following table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting
of, a security, or sole or shared investment power with respect to a security, or any combination thereof, and the right to acquire
such power (for example, through the exercise of employee stock options granted by the Company) within 60 days of November 12,
2015. None of the individuals named in the table held any stock options.
| Name of Beneficial Owner | |
Amount
and Nature of Beneficial
Ownership | | |
% of Class | |
| | |
| | |
| |
| Jianhua Wu CEO, President and Chairman (1) | |
| 1,137,659 | | |
| 28.8 | % |
| Lihua Tang (1) | |
| 1,137,659 | | |
| 28.8 | % |
| Maxworthy International Limited (1) | |
| 544,267 | | |
| 13.8 | % |
| Yunxia Ren (2) | |
| 327,274 | | |
| 8.3 | % |
| Haoyang Wu (2) | |
| 327,274 | | |
| 8.3 | % |
| Adam Wasserman (3) | |
| 41,186 | | |
| 1.0 | % |
| Xi Liu | |
| 0 | | |
| * | |
| Baowen Weng | |
| 0 | | |
| * | |
| Ming Zhao | |
| 7,500 | | |
| * | |
| Fu Ren Chen | |
| 0 | | |
| * | |
| All current officers and directors as a group (three persons owning stock) | |
| 1,186,345 | | |
| 30.1 | % |
* less than 1%.
Unless
otherwise noted, the business address of each of our directors and officers is No. 9 Yanyu Middle Road, Qianzhou Village, Huishan
District, Wuxi City, Jiangsu Province, People’s Republic of China 214181.
| |
(1) |
Jianhua
Wu and Lihua Tang, who are husband and wife, are majority stockholders of Maxworthy International Ltd. Mr. Wu is
also managing director of Maxworthy. The shares reflected as being owned by Mr. Wu and Ms. Tang represent (i) 544,267
shares owned by Maxworthy and (ii) 360,917 shares owned by Mr. Wu and (iii) 232,475 shares owned by Ms. Tang. Each of Mr.
Wu and Ms. Tang disclaims beneficial ownership in the shares of beneficially owned by the other. The address for Maxworthy
is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. |
| |
|
|
| |
(2) |
Yunxia
Ren and Haoyang Wu are the daughter-in-law and son of Jianhua Wu and Lihua Tang. Ms. Ren owns 259,022 shares of
common stock and Mr. Wu owns 68,252 shares of common stock. Each of Ms. Ren and Mr. Wu disclaims ownership of the
shares owned by the other. Their address is No. 25 Jin Xiu Second Village, Qianzhou Town Huishan District, Wuxi
City, Jiangsu Province, PRC. |
| |
|
|
| |
(3) |
Mr.
Wasserman owns 41,186 shares directly.
|
MANAGEMENT
Executive
Officers
The
following table sets forth certain information with respect to our executive officers.
| Name |
|
Age |
|
Position |
| Jianhua
Wu |
|
60 |
|
Chief
executive officer |
| Adam
Wasserman |
|
51 |
|
Chief
financial officer |
All
of our officers serve at the pleasure of the board of directors. Mr. Wu is also a director. See “Election of Directors”
for information concerning Mr. Wu.
Adam Wasserman has been our chief financial
officer since December 10, 2012. Mr. Wasserman served as our vice president of financial reporting from 2008 until his appointment
as chief financial officer in December 2012. Mr. Wasserman is chief executive officer for CFO Oncall, Inc. and CFO Oncall Asia,
Inc. (collectively “CFO Oncall”), in both of which he is the controlling stockholder. CFO Oncall provides chief financial
officer services to various companies. Currently, Mr. Wasserman also serves as the chief financial officer of Legacy Xchange, Inc,
a position he has held since November, 2014, Pen Inc. since January 2015, and Point Capital, Inc since July 2015. Mr. Wasserman
also served as chief financial officer for other companies all under the terms of consulting agreements with CFO Oncall. Mr. Wasserman
holds a bachelor of science in accounting from the State University of New York at Albany. He is a member of The American Institute
of Certified Public Accountants.
FINANCIAL
STATEMENTS
Our
audited financial statements, which include our consolidated balance sheets at December 31, 2014 and 2013, and the related consolidated
statements of income and comprehensive income, stockholders’ equity and cash flows for each of the two years in the period
ended December 31, 2014, and the notes to our consolidated financial statements, are included in our Form 10-K for the year ended
December 31, 2014. A copy of our Form 10-K for the year ended December 31, 2014, either accompanied or preceded the delivery of
this proxy statement.
Copies of our Form 10-K for the year
ended December 31, 2014 may be obtained without charge by writing to Yan Hua, Secretary, Cleantech Solutions International, Inc.,
No. 9 Yanyu Middle Road, Qianzhou Village, Huishan District, Wuxi City, Jiangsu Province, People’s Republic of China 214181.
Exhibits will be furnished upon request and upon payment of a handling charge of $.25 per page, which represents our reasonable
cost on furnishing such exhibits. Copies of our Form 10-K are available on our website at http://www.cleantechsolutionsinternational.com/sec.php?qm_page=57859.
The SEC maintains a web site that contains reports, proxy and information statements and other information regarding registrants
that file electronically with the Commission. The address of such site is http//www.sec.gov
OTHER
MATTERS
Other
Matters to be Submitted
Our
board of directors does not intend to present to the meeting any matters not referred to in the form of proxy. If any proposal
not set forth in this proxy statement should be presented for action at the meeting, and is a matter which should come before
the meeting, it is intended that the shares represented by proxies will be voted with respect to such matters in accordance with
the judgment of the persons voting them.
Deadline
for Submission of Stockholder Proposals for the 2016 Annual Meeting
Proposals
of stockholders intended to be presented at the 2016 Annual Meeting of Stockholders pursuant to SEC Rule 14a-8 must be received
at our principal office not later than March 31, 2016 to be included in the proxy statement for that meeting.
In
addition, in order for a stockholder proposal to be presented at our meeting without it being included in our proxy materials,
notice of such proposal must be delivered to the Secretary of our company at our principal offices no later than April 15, 2016.
If notice of any stockholder proposal is received after April 15, 2016, then the notice will be considered untimely and we are
not required to present such proposal at the 2015 annual meeting. If the board of directors chooses to present a proposal submitted
after April 15, 2016 at the 2016 annual meeting, then the persons named in proxies solicited by the board of directors for the
2016 annual meeting may exercise discretionary voting power with respect to such proposal.
November
18, 2015 |
By |
Order
of the Board of Directors
|
| |
|
Jianhua Wu |
| |
|
Chief Executive
Officer |
PROXY
CLEANTECH SOLUTIONS INTERNATIONAL, INC.
2015 Annual Meeting of Stockholders –
December 31, 2015
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints Jianhua Wu and Adam Wasserman
, with full power of substitution or revocation, proxies for the undersigned, to vote at the 2015 Annual Meeting of Stockholders
of Cleantech Solutions International, Inc. (the “Company”), to be held at 10:00 a.m., local time, on Thursday, December
31, 2015, at the offices of the Company, No. 9 Yanyu Middle Road, Qianzhou Village, Huishan District, Wuxi City, Jiangsu Province,
People’s Republic of China 214181, and at any adjournment or adjournments thereof, according to the number of votes the undersigned
might cast and with all powers the undersigned would possess if personally present.
(1) To elect the following five (5) directors:
Jianhua Wu, Fu Ren Chen, Xi Liu, Baowen Wang, and Ming Zhao
☐ FOR all nominees listed above (except as marked
to the contrary below).
☐ Withhold authority to vote for all nominees
listed above.
INSTRUCTION: To withhold authority to vote for any individual
nominee, print that nominee’s name below.
(2) In their discretion, upon the transaction of such other
business as may properly come before the annual meeting;
all as set forth in the Proxy Statement, dated November 18,
2015.
The shares represented by this proxy
will be voted on Item 1 as directed by the stockholder, but if no direction is indicated, will be voted FOR Item 1.
If you plan to attend the meeting please
indicate below:
I plan to attend the meeting |_|
Dated: _________________________, 2015
|
Address, if changed since
last proxy:
____________________________________
____________________________________
____________________________________
|
(Signature(s))
(Print Name)
Please sign and print exactly as name(s) appear
hereon. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as such.
Please date, sign and mail this proxy in
the enclosed envelope, which requires no
postage if mailed in the United States. |
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