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EX-99.1 - AGREEMENT DATED NOVEMBER 26, 2012 BETWEEN THE REGISTRANT AND WU JIANHUA. - Cleantech Solutions International, Inc.,f8k112812ex99i_cleantech.htm
EX-99.2 - AGREEMENT DATED NOVEMBER 26, 2012 BETWEEN THE REGISTRANT AND TANG LIHUA. - Cleantech Solutions International, Inc.,f8k112812ex99ii_cleantech.htm
EX-99.3 - PRESS RELEASE ISSUED DECEMBER 3, 2012. - Cleantech Solutions International, Inc.,f8k112812ex99iii_cleantech.htm


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 28, 2012
 

 
CLEANTECH SOLUTIONS INTERNATIONAL, INC. 
 

 
(Exact name of registrant as specified in Charter)
 
Delaware
 
001-34591
 
74-2235008
(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)
 
Copies to:
Asher S. Levitsky PC
Ellenoff Grossman & Schole LLP
150 East 42nd Street
New York, New York 10017
Phone: (212) 370-1300
Fax: (646) 895-7182
E-mail: alevitsky@egsllp.com

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))



 
 
 
 
 
Item 1.01
Entry into a Material Definitive Agreement
   
Item 3.02 Unregistered Sales of Equity Securities.
 
On November 28, 2012, Mr. Jianhua Wu, our chairman of the board and chief executive officer, and his wife, Ms. Lihua Tang, purchased a total of 157,966 shares of common stock for $3.88 per share, or a total of $612,903 (RMB3,800,000) pursuant to agreements dated November 26, 2012.  Payment was made in RMB.
 
The shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S of the Securities and Exchange Commission thereunder.
 
Item 7.01 Regulation FD Disclosure
  
On December 3, 2012, the Company issued a press release with respect to the sale of the shares to Mr. Wu and Ms. Tang. A copy of the press release is included as Exhibit 99.3.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.3, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
 
Item 9.01 Financial Statements and Exhibits.

(d)          Exhibits.

99.1
Agreement dated November 26, 2012 between the Registrant and Wu Jianhua.
99.2
Agreement dated November 26, 2012 between the Registrant and Tang Lihua.
99.3
Press release issued December 3, 2012.

 
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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: December 3, 2012
   
       
 
By:  
/s/ Jianhua Wu
 
   
Jianhua Wu
 
   
Chief Executive Officer
 
 
 
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