CUSIP
No. 18451N303
1
|
Name
of Reporting Persons: Haoyang Wu
|
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
|
People’s
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: Yunxia Ren
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
|
People’s
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
|
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 Haoyang Wu and Yunxia Ren. Mr. Wu and Ms. Ren, who are husband and wife, filed separate
statements on December 6, 2007. This amendment amends both prior filings.
(b) Mr.
Wu and Ms. Ren are husband and wife. Their address is No. 25 Jin Xiu Second Village, Qianzhou Village, Huishan District, Wuxi
City, Jiangsu Province, People’s Republic of China 214181.
(c) Mr.
Wu is a sales manager for the Issuer, and Ms. Ren is an accounting manager for the Issuer.
(d) Neither
Reporting Person has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither
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. Ren are citizens of the People’s Republic of China.
Item
3. Source and Amount of Funds or Other Consideration
N.A.
Item
4. Purpose of Transaction
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 Jianhua Wu, Lihua Tang and Maxworthy International Limited (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. Mr. Wu and Ms. Ren are the son and daughter-in-law of Jianhua Wu and Lihua Tang,
and Mr. Jianhua 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. Mr. Jianhua Wu is the chief executive officer and a director of the Issuer.
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
|
|
|
Sales
Price
|
|
Haoyang
Wu
|
|
|
17,063
|
|
|
$
|
39,763
|
|
Yunxia
Ren
|
|
|
64,768
|
|
|
|
150,931
|
|
|
|
|
81,831
|
|
|
$
|
190,694
|
|
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, neither of the Reporting Persons owns 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
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/
Haoyang Wu
|
|
Haoyang Wu
|
|
|
Dated: May 15, 2017
|
/s/
Yunxia Ren
|
|
Yunxia Ren
|
6