CLEANTECH SOLUTIONS INTERNATIONAL, INC. (NASDAQ:CLNT) Files An 8-K Other EventsItem 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 Proposal 3 (Amendment to the Plan) and Proposal 4 (Amendment to the Articles) have been withdrawn.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
Cleantech Solutions International, Inc., ExhibitEX-99.1 2 f8k112017ex99-1_cleantech.htm LETTER AGREEMENT DATED NOVEMBER 20,…To view the full exhibit click here
About CLEANTECH SOLUTIONS INTERNATIONAL, INC. (NASDAQ:CLNT)
Cleantech Solutions International, Inc., through its subsidiaries, manufactures and sells textile dyeing and finishing machines and sells forged products and fabricated products to a range of clean technology customers, including high precision forged rolled rings and related components for the wind power industry and other industries. The Company operates through three segments: dyeing and finishing equipment segment, forged rolled rings and related components segment, and petroleum and chemical equipment segment. Through its dyeing and finishing equipment segment, the Company designs, manufactures and distributes a line of high and low temperature dyeing and finishing machinery to the textile industry. Through its petroleum and chemical equipment segment, the Company produces and sells coal chemical equipment, formaldehyde plant and downstream products, a range of heat exchangers, separators, tanks, towers, reaction kettles and other products to petroleum and chemical industries.
