Exhibit 99.2
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): December 2, 2014
CLEANTECH SOLUTIONS INTERNATIONAL, INC.
(Exact name of registrant as specified in Charter)
| Nevada | 001-34591 | 90-0648920 | ||
(State
or other jurisdiction of |
(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):
☐ 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))
Item 7.01 Regulation FD Disclosure
On December 2, 2014, the Company issued a press release announcing that the Company has received a purchase order dated November 28, 2014, from a subsidiary of China Petroleum and Chemical Corporation, known as Sinopec, for parts and equipment, including heat exchangers, coolers, reboilers, condensers and prefractionating columns for use in offshore oil refineries. The total purchase price of the equipment is approximately RMB13.3 million (approximately $2.2 million). A copy of the press release is included as Exhibit 99.1.
On Friday, December 5, 2014 (China time), the Company held an investor day at its two manufacturing facilities in Wuxi City, Jiangsu Province, China. As part of the presentation, Mr.Jianhua Wu, chairman and chief executive officer, Mr. Adam Wasserman, chief financial officer, and Mr. Ryan Hua, vice president of operations made presentations about the Company's production processes and product development initiatives and provided updates on the latest developments in its markets and business generally. A copy of the presentation and other materials used at the investor day are filed as Exhibits 99.2 and 99.3.
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 Exhibits 99.1, 99.2 and 99.3, 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 issued December 2, 2014 |
| 99.2 | Powerpoint presentation for investor day on December 5, 2014 |
| 99.3 | Factsheet used at investor day |
| 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: December 5, 2014 | Cleantech Solutions International, Inc. | |
| By: | /s/ Adam Wasserman | |
| Adam Wasserman | ||
| Chief Financial Officer | ||
3
Exhibit 99.1
For Immediate Release
Cleantech Solutions International Receives $2.2 Million in Orders for
Oil Refinery Parts and Equipment
WUXI, Jiangsu, China, December 2, 2014 -- Cleantech Solutions International, Inc. ("Cleantech Solutions" or "the Company") (NASDAQ: CLNT), a manufacturer of metal components and assemblies used in various clean technology and manufacturing industries and textile dyeing and finishing machines, today announced that on November 28, 2014 it received a purchase order for a total purchase price of RMB13.3 million (approximately $2.2 million) from a subsidiary of China Petroleum and Chemical Corporation (“Sinopec”). The purchase order covers parts and equipment including heat exchangers, coolers, reboilers, condensers and prefractionating columns used in offshore oil refineries.
Pursuant to the purchase order, Cleantech Solutions has received an advance payment of approximately RMB2.0 million ($0.3 million), or 15% of the purchase price, will receive an additional 75% of the purchase price upon delivery, and will receive the remaining 10% within three months of delivery subject to successful installation and testing at the customer’s site. The Company expects to deliver the equipment in March 2015.
“This purchase order represents the first order we have received from the oil and gas industry since we became a certified supplier of parts and equipment to Sinopec and China National Petroleum Corporation (“CNPC”). We are pleased to extend our business into a new end market with favorable prospects for growth driven by environmental imperatives that encourage petroleum companies to reduce emissions and upgrade their facilities. We are hopeful that this order will be the first of many significant orders from the oil and gas industry as our reputation for supplying precision products to this sector grows,” said Mr. Jianhua Wu, Chairman and CEO of Cleantech Solutions.
About Cleantech Solutions International
Cleantech Solutions is a manufacturer of metal components and assemblies, primarily used in clean technology and other industries and dyeing and finishing equipment for the textile industry and forging products, and a supplier of fabricated products and machining services to a range of clean technology customers. 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 referred to in this press release as anticipated, believed, estimated or expected. 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 our ability to deliver and install the equipment referred to in this press release and to receive additional orders from the oil and gas industry and 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 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-Q for the quarter ended September 30, 2014. 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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Exhibit 99.2
Exhibit 99.3
