Current Report Filing (8-k)
June 15 2017 - 5:17PM
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): June 11, 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
o
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.
o
Item 8.01 Other Events
On
June 11, 2017, Cleantech Solutions International, Inc. (the “
Company
”) entered into an Exclusivity Agreement
(the “
Agreement
”) with ECrent Capital Holdings Limited (“
ECrent
”) the terms of which became
effective on the same day. Pursuant to the Agreement, the Company and ECrent agreed to engage in exclusive discussions regarding
a potential acquisition by the Company of ECrent and/or any of its subsidiaries or otherwise all or part of ECrent’s business
and potential business cooperation between the two companies (collectively, the “
Potential Transactions
”) for
a period of three months commencing from the date of the Agreement (the “
Exclusive Period
”). Ms. Deborah Yuen,
an affiliate of YSK 1860 Ltd., which is a principal shareholder of the Company, controls ECrent Holdings Limited, which is the
majority shareholder of ECrent. ECrent agreed that, during the Exclusive Period, neither ECrent nor its agents, representatives
or advisors will contact, solicit, discuss or negotiate with any third party with respect to any transaction relating to a transfer
or pledge of securities of ECrent and/or its subsidiaries, a sale of ECrent’s business, a business cooperation or any other
matters that may adversely affect the Potential Transactions or the parties’ discussion related thereto.
The
parties also agreed to the Company’s establishment of a special committee of the board of directors of the Company that will
be composed of disinterested directors in connection with discussions of a Potential Transaction. The Agreement contains a confidentiality
provision for the Exclusive Period and two years thereafter. Since the Agreement merely provides for discussions between the Company
and ECrent, there can be no assurances that the Company and ECrent 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, or that such transaction will
be on terms beneficial to the Company.
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: June 15, 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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