CUSIP
No. 18451N303
1.
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Name
of Reporting Persons: Jianhua Wu
I.R.S.
Identification No. of Above Persons (entities only) NA
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|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☐
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|
3.
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SEC
Use Only
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|
4.
|
Source
of Funds (See Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant To Items 2(d) or 2(e) ☐
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6.
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Citizenship
or Place of Organization
People’s
Republic of China
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole Voting Power
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0
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8.
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Shared Voting Power
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0
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9.
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Sole Dispositive Power
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0
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10.
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Shared Dispositive Power
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0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
0
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12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
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13.
|
Percent of Class Represented by Amount in Row (11)
0.0%
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14.
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Type of Reporting Person
IN
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CUSIP
No. 18451N303
1.
|
Name
of Reporting Persons: Lihua Tang
I.R.S.
Identification No. of Above Persons (entities only) NA
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☐
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
OO
|
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant To Items 2(d) or 2(e)
☐
|
|
6.
|
Citizenship
or Place of Organization
Peoples’
Republic of China
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
7.
|
Sole Voting Power
|
|
|
0
|
|
8.
|
Shared Voting Power
|
|
|
0
|
|
9.
|
Sole Dispositive Power
|
|
|
0
|
|
10.
|
Shared Dispositive Power
|
|
|
0
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
0.0%
|
|
14.
|
Type of Reporting Person
IN
|
|
CUSIP
No. 18451N303
1.
|
Name
of Reporting Persons: Maxworthy International Limited
I.R.S.
Identification No. of Above Persons (entities only) NA
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☐
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
OO
|
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant To Items 2(d) or 2(e) ☐
|
|
6.
|
Citizenship
or Place of Organization
British
Virgin Islands
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
7.
|
Sole Voting Power
|
|
|
0
|
|
8.
|
Shared Voting Power
|
|
|
0
|
|
9.
|
Sole Dispositive Power
|
|
|
0
|
|
10.
|
Shared Dispositive Power
|
|
|
0
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
0.0%
|
|
14.
|
Type of Reporting Person
CO
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|
Item
1. Security and Issuer
This
Statement on Schedule 13D relates to the common stock, par value $0.001 per share, of Cleantech Solutions International,
Inc., a Nevada corporation (the “Issuer”). The address of the Issuer’s principal office is No. 9 Yanyu Middle
Road, Qianzhou Village, Huishan District, Wuxi City, Jiangsu Province, People’s Republic of China 214181.
Item
2. Identity and Background
(a) This
Schedule 13D is being filed on behalf of Jianhua Wu, Lihua Tang and Maxworthy International Limited (“Maxworthy”).
Some of Maxworthy’s shares of common stock are registered under the name Maxworthy Limited. Mr. Wu, Ms. Tang and Maxworthy
are collectively referred to as the “Reporting Persons” and each as a “Reporting Person.” Mr. Wu and Ms.
Tang are stockholders of Maxworthy and Mr. Wu is the managing director of Maxworthy and has the authority to vote and dispose
of the shares owned by Maxworthy.
(b) Mr.
Wu and Ms. Tang are husband and wife. Their address is No. 9 Yanyu Middle Road, Qianzhou Village, Huishan District, Wuxi City,
Jiangsu Province, People’s Republic of China 214181.
Maxworthy
is a British Virgin Islands corporation. Its address is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British
Virgin Islands.
(c) Mr.
Wu’s principal occupation is as the chief executive officer of the Issuer.
(d) No
Reporting Person has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No
Reporting Person has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws.
(f) Mr.
Wu and Ms. Tang are citizens of the People’s Republic of China. Maxworthy is incorporated under the laws of the British
Virgin Islands.
Item
3. Source and Amount of Funds or Other Consideration
N.A.
Item
4. Purpose of Transaction
Mr.
Wu is the Issuer’s chief executive officer and a director. The transaction relates to the sale by the Reporting Persons
of all of their shares of common stock in the Issuer.
On
March 20, 2017, a Share Purchase Agreement (such agreement, together with subsequent amendments, the “Purchase Agreement”)
was entered into by and among YSK 1860 Co., Limited, a limited liability company organized under the laws of Hong Kong (“YSK”),
the Reporting Persons and and Haoyang Wu and Yunzia Ren, who are the son and daughter-in-law or Jianhua Wu and Lihua Tang (collectively,
the “Sellers,”) pursuant to which YSK was to purchase from the Sellers a total of 416,249 shares of the Company’s
common stock for a total purchase price of $970,000 or $2.33 per share. The transactions contemplated by the Purchase Agreement
closed on April 27, 2017. The following table sets forth the shares of common stock sold by the Reporting Persons:
Name
|
|
No. of
Shares
Sold
|
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Sales
Price
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Jianhua Wu
|
|
|
140,230
|
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|
$
|
326,783
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Lihua Tang
|
|
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58,119
|
|
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135,437
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Maxworthy International, Limited
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136,069
|
|
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317,086
|
|
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334,418
|
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$
|
779,306
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Pursuant
to the Purchase Agreement, effective March 20, 2017, Lau Ping Kee, a nominee of YSK, was elected as a director of the Company
to fill the vacancy left by the resignation of Baowen Wang. The Sellers also agreed to certain post-closing covenants, including
that, as long as any Seller or any of their affiliates own any shares of the Company’s common stock, to vote in favor of
all proposals recommended by the Company’s board of directors on matters to be voted following the closing by the Company’s
shareholders. Additionally, Mr. Jianhua Wu and Ms. Lihua Tang, will continue to manage daily operations of the Company’s
subsidiaries and assume all obligations and liabilities in connection the operations of the Company’s subsidiaries post-closing.
The Sellers agreed to certain other post-closing covenants in relation to operating the Company’s business in its ordinary
course, including but not limited to, providing monthly financial reports to YSK, paying taxes and debt obligations on a timely
basis and refraining from consummating mergers, acquisitions or sales of assets. In addition, Mr. Jianhua Wu executed a personal
guarantee, pursuant to which Mr. Wu has agreed to guarantee the Seller’s indemnification obligations under the Purchase
Agreement for up to $970,000. Such indemnification obligations include, among other matters, indemnification of: (i) all losses
of the Purchaser resulting from Sellers’ breach of the Purchase Agreement or related transaction documents and any action
initialed against the Purchaser or its affiliates by a shareholder of the Company, (ii) losses incurred by the Purchaser, its
affiliates or the Company in connection with obligations or activities of the Company’s subsidiaries until the Sellers and/or
their affiliates no longer manage such subsidiaries and (iii) taxes and related liabilities related to the Company or any of its
subsidiary that are payable or incurred by the Purchaser, the Company or any of its subsidiary within 7 years from the closing
of transactions contemplated by the Purchase Agreement.
Item
5. Interest in Securities of the Issuer
As
of the date hereof, none of the Reporting Persons own any voting securities of the Issuer.
Item
6. Contract, Arrangements, Understandings, or Relationships with respect to Securities of the Issuer
Other
than as described in Item 4 of the Schedule, there are no contracts, understandings, or relationships between the Reporting Persons
and any other person with respect to the securities of the Issuer.
Item
7. Material to be Filed as Exhibits
|
1.
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Joint filing agreement dated December 5, 2007, which
was filed as Exhibit A to the Schedule 13D filed with the Commission on December 6, 2007.
|
|
2.
|
Share Purchase Agreement
|
|
3.
|
Guarantee of Jianhua Wu
|
Signatures
After
reasonable inquiry, and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated:
May 15, 2017
|
/s/
Jianhua Wu
|
|
Jianhua
Wu
|
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Dated:
May 15, 2017
|
/s/
Lihua Tang
|
|
Lihua
Tang
|
|
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MAXWORTHY
INTERNATIONAL LIMITED
|
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Dated:
May 15, 2017
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/s/
Jianhua Wu
|
|
Jianhua
Wu
|
7