0001213900-12-003960.txt : 20120723 0001213900-12-003960.hdr.sgml : 20120723 20120723133228 ACCESSION NUMBER: 0001213900-12-003960 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120719 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120723 DATE AS OF CHANGE: 20120723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cleantech Solutions International, Inc., CENTRAL INDEX KEY: 0000819926 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY) [3550] IRS NUMBER: 752233445 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34591 FILM NUMBER: 12974053 BUSINESS ADDRESS: STREET 1: NO. 9 YANYU MIDDLE ROAD QIANZHOU VILLAGE STREET 2: HUISHAN DISTRICT, WUXI CITY CITY: JIANGSU PROVINCE, STATE: F4 ZIP: 00000 BUSINESS PHONE: (86) 51083397559 MAIL ADDRESS: STREET 1: NO. 9 YANYU MIDDLE ROAD QIANZHOU VILLAGE STREET 2: HUISHAN DISTRICT, WUXI CITY CITY: JIANGSU PROVINCE, STATE: F4 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: China Wind Systems, Inc DATE OF NAME CHANGE: 20071221 FORMER COMPANY: FORMER CONFORMED NAME: MALEX INC DATE OF NAME CHANGE: 19920703 8-K 1 f8k071912_cleantech.htm CURRENT REPORT f8k071912_cleantech.htm
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):   July 19, 2012
 
CLEANTECH SOLUTIONS INTERNATIONAL, INC. 
(Exact name of registrant as specified in Charter)
 
Delaware
  
001-34591
  
74-2235008
(State or other jurisdiction of
incorporation or organization)
  
(Commission File No.)
  
(IRS Employee Identification No.)
 
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
150 East 42nd Street
New York, New York 10017
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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Item 5.07     Submission of Matters to a Vote of Security Holders.
 
On July 19, 2012, Inc. the Company held its adjourned 2012 annual meeting of stockholders. The matters voted upon were the election of directors and the approval of the change in the Company’s state of incorporation from Delaware to Nevada.
 
Each of the nominees for director recommended by the nominating committee and approved by the board of directors was elected.  The results of the voting for the members of the board of directors were as follows:
 
Name
  
Votes For
    
Votes Withheld
  
Jianhua Wu
     1,273,543       125,599  
Fu Ren Chen
     1,273,439       125,703  
Xi Lui
     1,203,124       196,018  
Bao Wen Wang
     1,273,439       125,703  
Tianziang Zhou
     1,273,354       125,788  
 
The annual meeting was further adjourned until July 20, 2012 to consider the proposal to change the Company’s state of incorporation from Delaware to Nevada.  At the adjourned meeting the proposal to change the Company’s state of incorporation was approved.  The proposal received 1,338,933 votes in favor, 104,622 votes against and 6,287 abstentions.

Item 8.01     Other Events.
 
On July 23, 2012, the Company issued a press release announcing the election of directors and the approval of the proposal to change the state of incorporation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
 
Item 9.01     Financial Statements and Exhibits.

(d)           Exhibits.

99.1         Press release issued July 23, 2012.
 
 
1
 
 
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 23, 2012
    
     
By:  
/s/ Jianhua Wu
  
 
Jianhua Wu
  
 
Chief Executive Officer
  

2


 EX-99.1 2 f8k071912ex99i_cleantech.htm PRESS RELEASE ISSUED JULY 23, 2012. f8k071912ex99i_cleantech.htm
Exhibit 99.1
 
Company Contact:
Mr. Ryan Hua
Vice President Operations
Cleantech Solutions International, Inc.
Email: ryanhua@cleantechsolutionsinternational.com
Web: www.cleantechsolutionsinternational.com
 
Investor Relations Contact:
Ms. Elaine Ketchmere
CCG Investor Relations
Tel: +1-310-954-1345
Email: elaine.ketchmere@ccgir.com
Web: www.ccgirasia.com

Cleantech Solutions Announces Results of Annual Meeting of Stockholders

WUXI, Jiangsu, China, July 23, 2012 - Cleantech Solutions International, Inc. ("Cleantech Solutions" or "the Company") (NASDAQ: CLNT), a manufacturer of metal components and assemblies, primarily used in the wind power, solar and other clean technology industries, today announced the results of its adjourned annual meeting of stockholders held on July 19-20, 2012 in Wuxi, China.

At the annual meeting, stockholders elected Jianhua Wu, Fu Ren Chen, Xi Lui, Bao Wen Wang and Tianziang Zhou to the board of directors of the Company to serve until the next annual meeting and until their successors are elected and qualified. The annual meeting was further adjourned until July 20, 2012 to consider the proposal to change the Company’s state of incorporation from Delaware to Nevada.  At the adjourned meeting the proposal to change the Company’s state of incorporation was approved.

About Cleantech Solutions International

Cleantech Solutions is a manufacturer of metal components and assemblies, primarily used in clean technology industries. The Company supplies forging products, fabricated products and machining services to a range of clean technology customers, primarily in the wind power sector. Cleantech Solutions is committed to achieving long-term growth through ongoing technological improvement, capacity expansion, and the development of a strong customer base. The Company's website is www.cleantechsolutionsinternational.com. Any information on our website and any other website is not a part of this press release.

Safe Harbor Statement
This release contains certain “forward-looking statements” relating to the business of the Company and its subsidiary and affiliated companies. These forward looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects” or similar expressions. Such forward looking statements involve known and unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website, including factors described in “Risk Factors” in our Form 10-K for the year ended December 31, 2011 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the year ended December 31, 2011 and our Form 10-Q for the quarter ended March 31, 2012. Any information on the Company's website or any other website is not a part of this press release. All forward-looking statements attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety by these factors other than as required under the securities laws. The Company does not assume a duty to update these forward-looking statements.
 
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