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): January 23, 2018
SHARING ECONOMY 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 January 23, 2018, Sharing Economy International Inc. (the “Company”) and ECrent Capital Holdings Limited (“ECrent”) entered into an Amendment No.2 to Exclusivity Agreement (the “Amendment”), amending the Exclusivity Agreement dated June 11, 2017 by and between the Company and ECrent (the “Exclusivity Agreement”), the terms of which became effective on the same day. Pursuant to the Amendment, the Company and ECrent agreed to extend the exclusivity period under the Exclusivity Agreement to a period of 12 months commencing from June 11, 2017.
A copy of the Amendment and the Company’s press release announcing the Amendment 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 | Amendment No. 2 to Exclusivity Agreement dated January 23, 2018 by and between the Company and ECrent Capital Holdings Limited | |
| 99.2 | Press Release, dated January 23, 2018 |
| 1 |
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: January 24, 2018 | Sharing Economy International Inc. | |
| By: | /s/ Jianhua Wu | |
| Jianhua Wu | ||
| Chief Executive Officer | ||
| 2 |
Exhibit 99.1
Amendment No. 2 to Exclusivity Agreement
Reference is made to that Exclusivity Agreement (the “Exclusivity Agreement”), dated as of June 11, 2017, by and between Sharing Economy International Inc. (formerly known as Cleantech Solutions International, Inc.) (“SEII”), a company organized and existing under the laws of the state of Nevada, and ECrent Capital Holdings Limited (“ECrent”), a company incorporated in the British Virgin Islands, and that Amendment No.1 to Exclusivity Agreement (the “Amendment No.1”), dated as of September 11, 2017, by and between SEII and ECrent. SEII and ECrent are hereinafter referred to as the “Parties” to this Amendment No.2 to Exclusivity Agreement (the “Amendment”).
All capitalized terms used but not defined herein shall have the meanings ascribed to them under the Exclusivity Agreement. The Parties hereby further acknowledge and agree as follows:
1. Extension of Exclusivity Period
The Parties hereby agree to amend and restate Article 1 of the Exclusivity Agreement (as amended pursuant to the Amendment No.1) in its entirety as follows:
“The Parties hereby agree to engage in exclusive discussion (the “Discussion”) regarding (a) a potential acquisition by SEII of ECrent and/or any of its subsidiaries or otherwise all or part of the Business, and/or (b) potential business cooperation arrangements between SEII and ECrent (the “Potential Transaction”) during the period commencing on the date hereof and ending on the date that is 12 months after the date hereof (the “Exclusive Period”). ECrent agrees that, without the prior written consent of SEII, during the Exclusive Period, neither ECrent nor its agents, representatives or advisors will contact, discuss or negotiate with any third party (other than those with SEII’s authorization) with respect to (i) any transaction relating to the sale, acquisition, exchange, pledge, or transfer of any securities of ECrent 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. Remaining Provisions
Except as expressly amended in the manner specified in this Amendment, all other provisions under the Exclusivity Agreement shall continue in full force and effect. This Amendment 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.
3. Governing Law
This Amendment shall be governed by, and constructed in accordance with, the laws of the State of New York.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above.
| Sharing Economy International Inc. | ||
| By: | /s/ Lau Ping Kee | |
| Name: | LAU PING KEE | |
| Title: | DIRECTOR | |
| ECrent Capital Holdings Limited | ||
| By: | /s/ Chan Tin Chi | |
| Name: | CHAN TIN CHI | |
| Title: | DIRECTOR | |
[Signature Page to Amendment No.1 to Exclusivity Agreement]
Exhibit 99.2
For Immediate Release
Sharing Economy International Extends Exclusivity Period under Agreement with ECrent for Sharing Economy Platform Development and the Formation of Special Committee
Hong Kong – January 23, 2018 – Sharing Economy International, Inc. (“SEII” or “the Company”) (NASDAQ: SEII) today announced that it has entered into Amendment No. 2 to the Exclusivity Agreement with ECrent Capital Holdings Limited (“ECrent”), a private company incorporated in British Virgin Islands focusing on developing and operating of a global sharing and rental platform to promote sharing economy across 30 countries and regions (the “Amendment”), which amends the Exclusivity Agreement dated June 11, 2017 by and between the Company and ECrent (the “Exclusivity Agreement”).
Following changes to the Board of Directors in December 2017, the Company also announced the formation of a new special committee consisting of independent directors, to evaluate and negotiate on behalf of the Company for the potential acquisition and/or business cooperation transaction(s) with ECrent. The special committee is also expected to engage independent financial and other advisors in connection with such potential transactions.
“We continue to negotiate and are working hard to move forward with technology and business planning with ECrent,” said Parkson Yip, COO of SEII. “ECrent is a sharing and rental platform covering 30 active regions, with monthly visitors over 15 million, and over 600,000 items and services being actively shared. Combining our latest group technological directions in applying blockchain, artificial intelligence and big data into sharing economy applications, we believe ECrent can effectively position us as a strategic sharing information platform that links different vertical platforms and businesses in our sharing economy ecosystem strategy. After our negotiations and discussions with ECrent for the past 6 months, we look forward to entering into a final acquisition and/or cooperation agreement very soon.”
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 Sharing Economy International Inc.
Sharing Economy International Inc., 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. Moreover, the Company will actively pursue blockchain technology in its existing and to-be-acquired business, enabling the general public to realize the beauty of resource sharing.
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.
Company Contacts:
Sharing Economy International Inc.
Parkson Yip, COO
Email: parkson.yip@seii.com
+852-31060372
Joseph Chow, Director of Investor Relations
Email: ir@seii.com
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