0001213900-14-002705.txt : 20140428 0001213900-14-002705.hdr.sgml : 20140428 20140428170127 ACCESSION NUMBER: 0001213900-14-002705 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140424 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140428 DATE AS OF CHANGE: 20140428 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: 14790223 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 f8k042414_cleantechsolutions.htm CURRENT REPORT f8k042414_cleantechsolutions.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):   April 24, 2014
 
 
CLEANTECH SOLUTIONS INTERNATIONAL, INC.
 
 
(Exact name of registrant as specified in Charter)
 
Nevada
 
001-34591
 
90-0648920
(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 5.02  Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 24, 2014, Wang Baowen resigned as a director of the Company.  Mr. Wang’s resignation did not result from a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.  Mr. Wang was a member of the audit, compensation and corporate governance/ nominating committee of the board of directors.
 
On April 24, 2014, the corporate governance/ nominating committee recommended, and the board of directors approved, the election of Frank Zhao to fill the vacancy resulting from the resignation of Mr. Wang.  Mr. Zhou will serve as a member of the audit committee, of which he will serve as chairman.
 
The board approved director compensation for Mr. Zhou for 2014 consisting of RMB30,000 (approximately US$4,850) and a stock grant of 3,500 shares of the Company’s common stock.
 
Mr. Zhao has been chief financial officer of China Jo-Jo Drugstores, Inc. since August 2011, having served as executive assistant to the chief executive officer and chief financial officer from September 2010 until July 2011.  From July 2006 until August 2010, Mr. Zhao was a senior auditor with Sherb & Co., LLP.  While at Sherb, Mr. Zhao was a senior auditor who worked on the audit of the Company’s financial statements.  From December 2002 to July 2003, Mr. Zhao worked as financial analyst at Microsoft Corporation. Mr. Zhao received a bachelor of accounting degree from Central University of Finance and Economics in Beijing, China, and his master of Professional Accounting from the University of Washington.  Mr. Zhao completed the course work for a PhD in accounting from Florida Atlantic University, but did not complete his dissertation.
 
As a result of the resignation of Mr. Wang, there was a vacancy on the audit, compensation and corporate governance/ nominating committees.  These vacancies were filled by the board of directors on April 24, 2014.  The composition of the committees is as follows:
 
Audit committee:  Frank Zhao, chairman, Xi Liu and Furen Chen.
 
Compensation committee: Tianziang Zhou, chairman, Xi Liu and Furen Chen
 
Corporate governance/ nominating committee: Xi Liu, chairman, Furen Chen and Tianziang Zhou
 
Item 7.01  Regulation FD Disclosure.

On April 28, 2014, the Company issued a press release announcing a resignation of Mr. Wang and the election of Mr. Zhou. A copy of the press release is included as Exhibit 99.1.
 
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

 
99.1
Press release dated April 28, 2014

 
2
 
 
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  28, 2014
 Cleantech Solutions International, Inc.  
 
  
 
  
 
By:
/s/ Adam Wasserman
  
 
  
Adam Wasserman
  
 
  
Chief Financial Officer
  
 
 
3

 EX-99.1 2 f8k042114ex99i_cleantechsol.htm PRESS RELEASE f8k042114ex99i_cleantechsol.htm
Exhibit 99.1

For Immediate Release

Cleantech Solutions International Appoints New Independent Director
 
WUXI, Jiangsu, China, April 28, 2014 - Cleantech Solutions International, Inc. ("Cleantech Solutions" or "the Company") (NasdaqCM: CLNT), a manufacturer of metal components and assemblies used in various clean technology and manufacturing industries and textile dyeing and finishing machines, announced that on April 24, 2014, its board of directors appointed Mr. Frank Zhao as an independent director and chairman of the audit committee.  Mr. Zhao succeeds Mr. Wang Baowen, who resigned as a director of the Company on April 24, 2014.  Mr. Wang’s resignation did not result from a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
 
Mr. Zhao has been chief financial officer of China Jo-Jo Drugstores, Inc. since August 2011, having served as executive assistant to the chief executive officer and chief financial officer from September 2010 until July 2011.  From July 2006 until August 2010, Mr. Zhao was a senior auditor with Sherb & Co., LLP.  While at Sherb, Mr. Zhao was a senior auditor who worked on the audit of the Company’s financial statements. From December 2002 to July 2003, Mr. Zhao worked as financial analyst at Microsoft Corporation.  Mr. Zhao received a bachelor of accounting degree from Central University of Finance and Economics in Beijing, China, and his master of Professional Accounting from the University of Washington.  Mr. Zhao completed the course work for a PhD in accounting from Florida Atlantic University, but did not complete his dissertation. Mr. Zhao is a CPA and is fluent in both English and Mandarin.
 
“We are pleased to welcome Mr. Zhao to our board. Given his strong background in accounting and audit at public companies in China, I believe he will provide valuable insight to our board as audit committee chairman. I look forward working with him,” said Mr. Jianhua Wu, Chairman and CEO of Cleantech Solutions.  “We would also like to thank Mr. Wang for his contributions to the Company during his tenure on the board.”
 
As a result of the resignation of Mr. Wang, there was a vacancy on the audit, compensation and corporate governance/ nominating committees.  These vacancies were filled by the board of directors on April 24, 2014.  The composition of the committees is as follows:
 
Audit committee:  Frank Zhao, chairman, Xi Liu and Furen Chen.
Compensation committee: Tianziang Zhou, chairman, Xi Liu and Furen Chen
Corporate governance/ nominating committee: Xi Liu, chairman, Furen Chen and Tianziang Zhou
 
About Cleantech Solutions International
 
Cleantech Solutions is a manufacturer of metal components and assemblies, primarily used in clean technology and other industries. The Company supplies forging products, fabricated products and machining services to a range of clean technology customers and supplies dyeing and finishing equipment to the textile industry. The Company's website is www.cleantechsolutionsinternational.com. Any information on the Company's website or 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 and in the conference call referred to in this press release 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" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K for the year ended December 31, 2013. 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.
 
Company Contact:
Cleantech Solutions International, Inc.
Adam Wasserman, CFO
E-mail: adamw@cleantechsolutionsinternational.com
Web: www.cleantechsolutionsinternational.com

Elaine Ketchmere, CFA
Compass Investor Relations
Phone: +1-310-528-3031
E-mail: eketchmere@compass-ir.com

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