Current Report Filing (8-k)
April 06 2017 - 3:05PM
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 23, 2016
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)
Copies
to:
Asher
S. Levitsky PC
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas
New
York, New York 10105-0302
Phone:
(212) 370-1300
Fax:
(646) 895-7182
E-mail:
alevitsky@egsllp.com
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))
Item
1.01 Entry into a Material Definitive Agreement
Item
2.01 Completion of Acquisition or Disposition of Assets
On
December 26, 2016, Wuxi Huayang Dyeing Machinery Co., Ltd. (“Dyeing”), a variable interest entity whose financial
statements are included in the Company’s consolidated financial statements, and Xue Miao, an unrelated individual, formed
Wuxi Shengxin New Energy Engineering Co., Ltd. (“Shengxin”), a limited liability company organized under the laws
of the PRC, pursuant to an agreement dated December 23, 2016. The agreement sets forth general terms relating to the proposed
business, but does not set forth specific funding obligations for either party. Dyeing is the entity that operates the Company’s
dyeing and finishing equipment segment.
Dyeing has agreed to invest RMB 60,000,000
(approximately $8,640,000) and has already invested RMB 59.8 million (approximately $8,611,000), for which it received a 30% interest,
and Mr. Xue has a commitment to invest RMB 140,000,000 (approximately $20.2 million), of which Mr. Xue has contributed RMB 20,000,000
(approximately $2.9 million), for which Mr. Xue received a 70% interest in Shengxin. Shengxin’s registered capital is RMB
200 million (approximately $28.8 million). Mr. Xue has advised Dyeing that he anticipates that he will fund the balance of his
RMB 140,000,000 (approximately $20.2 million) commitment during the first half of 2017. If Mr. Xue does not make this payment
by the end of 2017, Dyeing will have the right to amend the contract, and both parties will adjust each sides’ equity interest
to reflect the amount of capital each side has actually invested.
Shengxin
intends to develop, construct and maintain photovoltaic power generation projects, known as solar farms, in China, mainly in the
provinces of GuiZhou and YunNan. At December 31, 2016, Shengxin had not yet commenced operations.
The
solar farm industry is China is subject to significant government regulation. In order to construct and operate solar farms in
China, it is necessary to obtain a permit for a specific location, to obtain leasehold rights to a significant amount of contiguous
land parcels in provinces where there is significant sunlight for most of the year to support a solar farm and to have an agreement
to connect with the local grid. The development of solar farms requires significant funding, which, if financing is not available,
would have to be provided by Dyeing and Mr. Xue. There are no agreements relating to the funding obligations of either Dyeing
or Mr. Xue with respect to any specific project. Shengxin anticipates that to the extent that it obtains permits for solar farms,
it will form a new subsidiary for the sole purpose of obtaining the permit for a specific location and constructing the solar
farm at that location. The nature of the parties’ respective investments and the respective equity interest in any solar
farm project will be determined on a case-by-case basis. To the extent that Mr. Xue develops the project he may receive an equity
interest in the project greater than the percentage of his equity investment, with the specific amount being subject to mutual
agreement of the parties.
The Company’s investment in Shengxin
is subject to a high degree of risk. The Company cannot give any assurance that Shengxin will be able to obtain any permits, raise
any required funding, develop and operate or sell any solar farms or operate profitably or that Dyeing will have the resources
to provide any funds that may be required in order to fund any solar farm projects for which Shengxin may obtain permits. There
may be a significant delay between the time funds are advanced for any project and the realization of revenue or cash flow from
any project.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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99.1
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English translation of cooperative development
agreement for solar PV farms December 23, 2016 between Wuxi Huayang Dyeing & Finishing Machinery Co., Ltd. and Xue Miao.
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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: April 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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