8-K

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 11, 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 ☐

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. ☐

Item 8.01     Other Events

On October 11, 2017, Cleantech Solutions International, Inc.’s (the “Company”) wholly-owned subsidiary, Sharing Economy Investment Limited (“SEI”), entered into an exclusivity agreement (the “Agreement”) with 3D Discovery Co. Limited (“3D”), regarding a potential acquisition by SEI of not less than 51% of 3D. Since the Agreement merely provides for discussions between SEI and 3D, 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 11, 2017 by and between Sharing Investment Limited and 3D Discovery Co. Limited
99.2	Press Release, dated October 12, 2017

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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 12, 2017	Cleantech Solutions International, Inc.
	By:	/s/ Jianhua Wu
		Jianhua Wu
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

Exclusivity Agreement

This Exclusivity Agreement (the “Agreement”), dated as of 11th 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) 3D Discovery Co. Limited, (“3D”), a company incorporated in Hong Kong. SEI and 3D are hereinafter referred to as the ^“Parties” to this Agreement.

WHEREAS,

A. 3D will:

(i) Develop a mobile app (“APP”) which allows users to create an interactive virtual tour of a physical space by using cellphone camera.

(ii) Promote the use of virtual tour created by the APP in various industries such as properties market, design, retails, etc. via different kinds of existing sharing economy platforms.

(iii) Expand the usage of the mobile app worldwide.

(iv) Provide digital marketing services to the APP users. (the “Business”): and

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 3D and/or any of its subsidiaries or otherwise all or part of the Business at a consideration to be determined between the Parties or based on valuation by an independent professional valuer, and/or (b) further business cooperation arrangements between SEI and 3D (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”). 3D agrees that, without the prior written consent of SEI, during the Exclusive Period, neither 3D 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 3D 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, 3D 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 3D 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 3D 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]

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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 3D Discovery Co. Limited
By:	/s/ CHEUNG Chik Ting
Name:	CHEUNG Chik Ting
Title:	Co-founder

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EX-99.2

Exhibit 99.2

Cleantech Solutions International Enters into Exclusivity Agreement with 3D Discovery
Co. Limited for Potential Acquisition and Development of Interactive Virtual Tour Mobile App

Hong Kong – October 12, 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 3D Discovery Co. Limited (“3D Discovery”), regarding a potential acquisition by SEI of not less than 51% of 3D Discovery.

3D Discovery develops an interactive virtual tour technology which allows users to create interactive virtual spaces where people can get a first-hand experience of a physical place. Users can immerse themselves in these interactive virtual spaces as if they were there in person. “Our 3D scanning and modeling solution is already being used some of the world’s major property agencies,” said Michael Ho, co-founder of 3D Discovery. “By helping users walk through property interiors without spending valuable time traveling to different locations, users can shortlist their top property choices using online interactive virtual tours without actually going there.”

“We are excited about 3D Discovery’s scanning and modeling technology, which will allow everyone with a smartphone to create interactive virtual spaces,” said Parkson Yip, COO of Cleantech Solutions. “This low-cost, automated and easy-to-use marketing tool can serve a broad range of industries, including property management, hospitality, tourism and event venues, among others. We believe this will be a revolutionary technology that makes creating 3D virtual spaces as simple as taking photos.”

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 3D Discovery Co. Limited

3D Discovery is a digital marketing services provider which provide various solution such as 3D scanning and modeling, website and mobile app development, video production, graphic design, etc. to its clients. Apart from existing business, 3D Discovery is going to develop a mobile app which allows users to create an interactive virtual tour of a physical space by using a mobile phone camera.

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

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