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): November 20, 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 November 20, 2017, Cleantech Solutions International, Inc.’s (the “Company”) wholly-owned subsidiary, Vantage Ultimate Limited ("Vantage"), entered into a conditional share swap agreement with Marvel Finance Limited (“Marvel”), to acquire Marvel’s 51% interest in the issued share capital of Integrated Media Technology Limited (“IMT”). The terms of the agreement provide that Marvel shall transfer 51% of the issued share capital of IMT (which is valued at US$13,482,410, based on 1,348,241 ordinary voting shares at a price of US$10.00 per IMT share). In exchange, the Company shall issue a certain number of its shares of common stock, representing 19.5% of its issued and outstanding shares of common stock on the date the definitive agreement is entered into by the parties, along with a 5-year interest-free promissory note with a principal amount of US$11,482,410, to Marvel. The agreement is subject to various closing conditions, including entry into a definitive agreement satisfactory to both parties and legal and financial due diligence. 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. 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.

In connection with the Company’s 2017 Annual General Meeting (the “AGM”), the Company has decided to withdraw Proposal 3 on the Proxy Statement regarding the amendment to its 2016 Long-Term Incentive Plan (the “Plan”) to increase the number of shares of common stock authorized for issuance under the Plan, and Proposal 4 relating to the amendment to its Articles of Incorporation to increase the number of authorized shares available for future issuance. If you have already returned your proxy card and do not wish to change your vote, you do not need to do anything. Your vote will be voted as you instructed in the proxy card on Proposal 1 (Election of Directors), Proposal 2 (Name Change) and Proposal 5 (Further Business). Proposal 3 (Amendment to the Plan) and Proposal 4 (Amendment to the Articles) have been withdrawn. As such, any votes cast in connection with Proposals 3 or 4 shall be disregarded. If you have already returned your proxy card, and would like to change your vote on Proposals 1, 2 or 5, you may revoke or change your vote at any time before the final vote on the matter is taken at the AGM by submitting a notice of revocation to the Company, or by timely delivery of a valid, later-dated, duly executed proxy card. You may also revoke or change your vote by attending the AGM and voting in person. If your shares are held by a bank, broker, or other nominee, you must contact the bank, broker, or nominee and follow their instructions for revoking or changing your vote.

Item 9.01.    Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
99.1	Letter Agreement dated November 20, 2017 by and between Marvel Finance Limited, Vantage Ultimate Limited and Cleantech Solutions International, Inc.
99.2	Press Release, dated November 22, 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: November 22, 2017	Cleantech Solutions International, Inc.
	By:	/s/ Jianhua Wu
		Jianhua Wu
		Chief Executive Officer

3

EX-99.1

Exhibit 99.1

Date: 20 November 2017

To: MARVEL FINANCE LIMITED (“Party A”)

From: VANTAGE ULTIMATE LIMITED (“Party B”); and

CLEANTECH SOLUTIONS INTERNATIONAL, INC. (“CLNT”)

Dear Sirs,

Share Swap – 51% of the issued share capital (1,348,241 shares) of Integrated Media Technology Limited (“IMT”) in exchange for shares and promissory notes of CLNT made between Party A and Party B (together the “Parties”, and each a “Party”).

The purpose of this letter (this “Letter”) is to confirm that the Parties have agreed to swap shares in the following manner:

1. Party A shall transfer or allocate, or arrange to be transferred or allocated, with full legal title, free of any rights, interest or any other encumbrances, 51% of the issued share capital of IMT as at the date of completion of this transaction, valued at USD13,482,410 (based on 1,348,241ordinary voting shares (the “IMT Shares”) and the price of the USD10 per IMT Share), to Party B, a wholly owned subsidiary of CLNT, on or before the date falling four months after the date of the definitive agreement to be entered into by the Parties (or such other date as shall be agreed by the Parties), and Party A shall execute all documents and do everything necessary to ensure that Party B will own the full legal and beneficial title to the IMT Shares.

2. Party B shall issue and allocate, or arrange to be issued and allocated, with full legal title, free of any rights, interest or any other encumbrances, (i) such number of ordinary voting shares of CLNT (the “CLNT Shares”), representing 19.5% of the issued share capital of CLNT from the definitive agreement to be entered into by the Parties, and (ii) a 5 year interest free promissory note (the “Promissory Note”) in a principal amount of USD11,482,410, to Party A on or before the date falling four months after the date of the definitive agreement to be entered into by the Parties (or such other date as shall be agreed between the Parties), and Party B shall, or shall cause to, execute all documents and do everything necessary to ensure that Party A will own the full legal and beneficial title to the CLNT Shares and the Promissory Note.

3. Party B and CLNT hereby, jointly and severally, agree and undertake to Party A, that after completion of the transaction contemplated in this Letter, CLNT will, or CLNT will procure IMT to, as and when required by Party A, raise funds for existing and new business of IMT (in the form of a loan or convertible into shares for the corresponding subsidiaries at their option at reasonable terms) in accordance with terms and conditions to be agreed between CLNT or IMT (as the case may be) and investors introduced by Party A, provided that the number of shares to be issued by CLNT or IMT for each fund raising shall be less than 20% of the issued share capital of CLNT or IMT (as the case may be) at the relevant time.

4. Party B hereby agrees and undertakes to Party A not to alter the existing management control of Marvel Digital Limited, a subsidiary of IMT.

The obligations of the Parties to consummate the transaction are subject to (a) the satisfactory completion of legal and financial due diligence, (b) fulfillment of all necessary consents, approvals, permits and/or authorisations by each Party with respect to the transaction, (c) entry into documentation satisfactory to Party A and Party B, and (d) within one month from the date of this Letter (or such other date as shall be agreed by the Parties), entry into a definitive agreement satisfactory to Party A and Party B.

This Letter shall be governed by, and construed in accordance with, the laws of Hong Kong and the parties submit to the non-exclusive jurisdiction of the Hong Kong courts.

Yours faithfully,

Executed

for and on behalf of

VANTAGE ULTIMATE LIMITED

/s/ Tak Yin Yip

Tak Yin Yip

CHIEF OPERATING OFFICER

We hereby acknowledge and agree to the terms contained in this Letter.

DATED: 20 November 2017

Executed

for and on behalf of

CLEANTECH SOLUTIONS INTERNATIONAL, INC.

/s/ Tak Yin Yip

Tak Yin Yip

CHIEF OPERATING OFFICER

Executed

for and on behalf of

MARVEL FINANCE LIMITED

/s/ Lee Ying Chiu Herbert

Lee Ying Chiu Herbert

DIRECTOR

EX-99.2

Exhibit 99.2

Cleantech Solutions International Enters into Conditional Share Swap Agreement with
Marvel Finance Limited to Extend its Footprint in Advanced Media Technology

HONG KONG, Nov. 22, 2017 -- Cleantech Solutions International, Inc. (“Cleantech Solutions” or “the Company”) (“CLNT”) (Nasdaq: CLNT) today announced that its wholly-owned subsidiary, Vantage Ultimate Limited (“Vantage”), has entered into a conditional share swap agreement with Marvel Finance Limited (“Marvel”), to acquire Marvel’s 51% interest in the issued share capital of Integrated Media Technology Limited (“IMT”) (Nasdaq: IMTE). The terms of the agreement provide that Marvel shall transfer 51% of the issued share capital of IMT (which is valued at US$13,482,410, based on 1,348,241 ordinary voting shares at a price of US$10.00 per IMT share). In exchange, the Company shall issue a certain number of its shares of common stock, representing 19.5% of the issued and outstanding shares of CLNT, and a 5-year interest-free promissory note with a principal amount of US$11,482,410 to Marvel. The agreement is subject to various conditions, including entry into a definitive agreement satisfactory to both parties and legal and financial due diligence.

“We are excited about our collaboration with Dr. Herbert Ying Chiu Lee, Founder and CEO of IMT, as we explore the development of advanced technologies,” said Parkson Yip, COO of Cleantech Solutions. “Dr. Lee has extensive experience in technology research and development management, particularly in knowledge management systems and 3D autostereoscopic displays. We believe Dr. Lee will make valuable contributions that will enable CLNT to enhance our technological capabilities and advance our products and services in a more effective and customer-driven manner.”

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.

About Cleantech Solutions International

Cleantech Solutions International (“CLNT”), 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.

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 September 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.