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): October 9, 2017
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)
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 October 9, 2017, Cleantech Solutions International, Inc.’s (the “Company”) wholly-owned subsidiary, Sharing Economy Investment Limited (“SEI”), entered into an exclusivity agreement (the “Agreement”) with Inspirit Studio Limited (“Inspirit Studio”), regarding a potential acquisition by SEI of not less than 51% of Inspirit Studio. Since the Agreement merely provides for discussions between SEI and Inspirit Studio, there can be no assurances that the parties 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
| Exhibit No. | Description | |
| 99.1 | Exclusivity Agreement dated October 9, 2017 by and between Sharing Investment Limited and Inspirit Studio Limited | |
| 99.2 | Press Release, dated October 9, 2017 |
| 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: October 9, 2017 | Cleantech Solutions International, Inc. | |
| By: | /s/ Jianhua Wu | |
| Jianhua Wu | ||
| Chief Executive Officer |
3
Exhibit 99.1
Exclusivity Agreement
This Exclusivity Agreement (the “Agreement”), dated as of 9th October 2017, is entered into by and between (i) Sharing Economy Investment Limited (“SEI”), a company incorporated in the British Virgin Islands and a wholly owned subsidiary of Cleantech Solutions International, Inc. (“Cleantech”), a company organised and existing under the laws of the state of Nevada, and (ii) Inspirit Studio Limited, (“Inspirit Studio”), a company incorporated in Hong Kong. SEI and Inspirit Studio are hereinafter referred to as the “Parties” to this Agreement.
WHEREAS,
| A. | Inspirit Studio will: |
| (i) | develop a community peer-to-peer errand delivery platform; |
| (ii) | promote community resources sharing using errand delivery as the bridging services; and |
| (iii) | expand the community errand delivery networks, joining together into a global network (the “Business”). |
| B. | The Parties intend to enter into exclusive discussion related to the Business. |
NOW THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the Parties mutually agree as follows:
I. Exclusive Discussion
1. The Parties hereby agree to engage in exclusive discussion (the “Discussion”) regarding (a) a potential acquisition by SEI of not less than 51% issued share capital of Inspirit Studio and/or any of its subsidiaries or otherwise all or part of the Business at a consideration to be determined between the Parties, and/or (b) further business cooperation arrangements between SEI and Inspirit Studio (the “Potential Transaction”) during the period commencing on the date hereof and ending on the date that is three (3) months after the date hereof (the “Exclusive Period”). Inspirit Studio agrees that, without the prior written consent of SEI, during the Exclusive Period, neither Inspirit Studio nor its agents, representatives or advisors will contact, discuss or negotiate with any third party (other than those with SEI’s authorization) with respect to (i) any transaction relating to the sale, acquisition, exchange, pledge, or transfer of any securities of Inspirit Studio and/or its subsidiaries; (ii) any transaction relating to the sale of all or part of the Business; (iii) any business cooperation; or (iv) any other matters that may adversely affect the Potential Transaction or the Discussion.
2. During the Exclusive Period, Inspirit Studio shall not, and shall cause its agents, representatives and advisors not to, take any action to initiate, contact, induce, solicit, encourage, participate or assist any person or entity other than SEI and its respective affiliates in any offer, inquires, discussions, proposals or negotiations in connection with any transaction, contract, agreement, arrangement or commitments referred to above, and Inspirit Studio shall promptly inform SEI of any inquiry from any third party in connection therewith.
II. Confidentiality
Except as otherwise required by applicable law or regulation, by order of a court of competent jurisdiction, any competent authority or stock exchange, or otherwise permitted by this Agreement, each of SEI and Inspirit Studio shall not disclose to any third party any content or information in connection with the Discussion, or non-public information relating to the other Party (“Confidential Information”) without the prior consent of the other Party and shall keep Confidential Information strictly confidential. Each Party may disclose Confidential Information to its directors, managers, employees, professional advisers, accountants or lawyers (whether current or prospective) on a need-to-know basis; provided, however, that the disclosing Party shall ensure that such persons are subject to the same confidentiality obligation as they were under this Agreement. To the extent permitted by applicable law, for any Party to disclose Confidential Information to a court, a competent authority or stock exchange, such disclosing Party shall notify the other Party in advance of such disclosure and shall obtain the consent of the other Party with respect to the contents of such disclosure. This confidentiality provision shall survive expiration of the Exclusive Period for two (2) years from the expiration date of the Exclusive Period.
III. Miscellaneous
1. Each Party hereby represents and warrants to the other Party that it has full legal right and authority to execute, deliver and perform fully its obligations under this Agreement. When executed and delivered by the Party, this Agreement shall constitute a valid and binding agreement of each Party, enforceable against such Party in accordance with its terms.
2. This Agreement shall be governed by, and constructed in accordance with, the laws of the State of New York.
3. This Agreement may be executed in any number of counterparts and by the different Parties on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument.
[Signature page follows]
| 2 |
IN WITNESS WHEREOF, the undersigned have executed this Exclusivity Agreement as of the date first set forth above.
| For and on behalf of Sharing Economy Investment Limited | ||
| By: | /s/ LAU Ping Kee | |
| Name: | LAU Ping Kee | |
| Title: | Director | |
| For and on behalf of Inspirit Studio Limited | ||
| By: | /s/ Tam Lok Hang | |
| Name: | Tam Lok Hang | |
| Title: | Director | |
3
Exhibit 99.2
Cleantech Solutions International Enters into Exclusivity Agreement with Inspirit Studio Regarding Potential Acquisition
Hong Kong – October 9, 2017 – Cleantech Solutions International, Inc. (“Cleantech Solutions” or “the Company”) (NASDAQ: CLNT) today announced that its wholly-owned subsidiary, Sharing Economy Investment Limited (“SEI”), has entered into an exclusivity agreement with Inspirit Studio, regarding a potential acquisition by SEI of not less than 51% of Inspirit Studio.
Inspirit Studio develops and runs a sharing economy mobile platform called Anyway, which allows people to provide courier delivery services during their commuting times. Anyway connects senders and freelance couriers who are willing to deliver parcels/letters for senders in return for income. It is a low cost and fast delivery solution which allows freelance couriers to earn income by sharing their journeys. “Anyway resolves problems that the current courier services have,” said Kurt Tam, CEO of Inspirit Studio. “With Anyway, senders can get speedy responses to contact with our freelance couriers who are in close proximity to the senders. There is no limitation on service area and business hours. With a five-month pilot program in Hong Kong, we have signed up over 2,000 freelance couriers, with over successful 6,000 transactions.”
“Anyway is a true sharing solution that can also bridge with many sharing economy platforms that we are developing,” said Parkson Yip, COO of Cleantech Solutions. “We are excited to work with Anyway to further fine tune their solution and integrate with other sharing economy platforms. Peer-to-peer courier services can play a big role in communities where we often want helpers to run errands, or simply bring items home from other locations, without taking the extra time out of our schedules. We look forward to making peer-to-peer courier services available globally.”
According to iimediaResearch, the number of users participating in the peer-to-peer delivery sharing market in China has grown from 124 million in 2014 to 231 million in 2016, and experts expect it to grow to 353 million by 2018. Approximately 1.4 billion transactions were recorded in the first quarter of 2017.
About Cleantech Solutions International
Cleantech Solutions, through its affiliated companies, designs, manufactures and distributes a line of proprietary high and low temperature dyeing and finishing machinery to the textile industry. The Company’s latest business initiatives are focused on targeting the technology and global sharing economy markets, by developing online platforms and rental business partnerships that will drive the global development of sharing through economical rental business models.
About Inspirit Studio
Inspirit Studio has been engaging in developing a mobile app platform which provides instant errand services in peer to peer model. Its vision is to create an innovative consumption pattern and improve life quality by effectively reallocating idle resources in communities. Income is mainly generated from commission charged on each errand service transaction, apart from that, it will diversify its revenue stream by introducing advertising business and big data analytic. The upcoming mission is to expand its errand network, continuously optimize its business model, integrate into the ecosystem of the Group and join together into a global network.
Safe Harbor Statement
This release contains certain “forward-looking statements” relating to the business of the Company and its subsidiary and affiliated companies and certain potential transactions that they may enter into. 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. 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, 2016 and in our Form 10-Q for the quarter ended June 30, 2017. 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 Contacts:
Cleantech Solutions International, Inc.
Parkson Yip, COO
E-mail: parkson.yip@cleantechsolutionsinternational.com
+852-31060372
Web: www.cleantechsolutionsinternational.com
Compass Investor Relations
Elaine Ketchmere, CFA
Email: eketchmere@compass-ir.com
+1-310-528-3031
Web: www.compassinvestorrelations.com