SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Amendment No. 4

Under the Securities Exchange Act of 1934

Cleantech Solutions International, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

18451N303

(CUSIP Number)

Asher S. Levitsky P.C.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, Suite 1100

New York, New York 10105

646 895-7152

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

April 27, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: ☐.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 18451N303

CUSIP No. 18451N303

CUSIP No. 18451N303

Item 1. Security and Issuer

This Statement on Schedule 13D relates to the common stock, par value $0.001 per share, of Cleantech Solutions International, Inc., a Nevada corporation (the “Issuer”). The address of the Issuer’s principal office is No. 9 Yanyu Middle Road, Qianzhou Village, Huishan District, Wuxi City, Jiangsu Province, People’s Republic of China 214181.

Item 2. Identity and Background

(a)       This Schedule 13D is being filed on behalf of Jianhua Wu, Lihua Tang and Maxworthy International Limited (“Maxworthy”). Some of Maxworthy’s shares of common stock are registered under the name Maxworthy Limited. Mr. Wu, Ms. Tang and Maxworthy are collectively referred to as the “Reporting Persons” and each as a “Reporting Person.” Mr. Wu and Ms. Tang are stockholders of Maxworthy and Mr. Wu is the managing director of Maxworthy and has the authority to vote and dispose of the shares owned by Maxworthy.

(b)       Mr. Wu and Ms. Tang are husband and wife. Their address is No. 9 Yanyu Middle Road, Qianzhou Village, Huishan District, Wuxi City, Jiangsu Province, People’s Republic of China 214181.

Maxworthy is a British Virgin Islands corporation. Its address is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

(c)       Mr. Wu’s principal occupation is as the chief executive officer of the Issuer.

(d)       No Reporting Person has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Mr. Wu and Ms. Tang are citizens of the People’s Republic of China. Maxworthy is incorporated under the laws of the British Virgin Islands.

Item 3. Source and Amount of Funds or Other Consideration

N.A.

Item 4. Purpose of Transaction

Mr. Wu is the Issuer’s chief executive officer and a director. The transaction relates to the sale by the Reporting Persons of all of their shares of common stock in the Issuer.

On March 20, 2017, a Share Purchase Agreement (such agreement, together with subsequent amendments, the “Purchase Agreement”) was entered into by and among YSK 1860 Co., Limited, a limited liability company organized under the laws of Hong Kong (“YSK”), the Reporting Persons and and Haoyang Wu and Yunzia Ren, who are the son and daughter-in-law or Jianhua Wu and Lihua Tang (collectively, the “Sellers,”) pursuant to which YSK was to purchase from the Sellers a total of 416,249 shares of the Company’s common stock for a total purchase price of $970,000 or $2.33 per share. The transactions contemplated by the Purchase Agreement closed on April 27, 2017. The following table sets forth the shares of common stock sold by the Reporting Persons:

Pursuant to the Purchase Agreement, effective March 20, 2017, Lau Ping Kee, a nominee of YSK, was elected as a director of the Company to fill the vacancy left by the resignation of Baowen Wang. The Sellers also agreed to certain post-closing covenants, including that, as long as any Seller or any of their affiliates own any shares of the Company’s common stock, to vote in favor of all proposals recommended by the Company’s board of directors on matters to be voted following the closing by the Company’s shareholders. Additionally, Mr. Jianhua Wu and Ms. Lihua Tang, will continue to manage daily operations of the Company’s subsidiaries and assume all obligations and liabilities in connection the operations of the Company’s subsidiaries post-closing. The Sellers agreed to certain other post-closing covenants in relation to operating the Company’s business in its ordinary course, including but not limited to, providing monthly financial reports to YSK, paying taxes and debt obligations on a timely basis and refraining from consummating mergers, acquisitions or sales of assets. In addition, Mr. Jianhua Wu executed a personal guarantee, pursuant to which Mr. Wu has agreed to guarantee the Seller’s indemnification obligations under the Purchase Agreement for up to $970,000. Such indemnification obligations include, among other matters, indemnification of: (i) all losses of the Purchaser resulting from Sellers’ breach of the Purchase Agreement or related transaction documents and any action initialed against the Purchaser or its affiliates by a shareholder of the Company, (ii) losses incurred by the Purchaser, its affiliates or the Company in connection with obligations or activities of the Company’s subsidiaries until the Sellers and/or their affiliates no longer manage such subsidiaries and (iii) taxes and related liabilities related to the Company or any of its subsidiary that are payable or incurred by the Purchaser, the Company or any of its subsidiary within 7 years from the closing of transactions contemplated by the Purchase Agreement.

Item 5. Interest in Securities of the Issuer

As of the date hereof, none of the Reporting Persons own any voting securities of the Issuer.

Item 6. Contract, Arrangements, Understandings, or Relationships with respect to Securities of the Issuer

Other than as described in Item 4 of the Schedule, there are no contracts, understandings, or relationships between the Reporting Persons and any other person with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits

Signatures

After reasonable inquiry, and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

7

Exhibit 99.2

SHARE PURCHASE AGREEMENT

by and between

Maxworthy International Ltd;

Jianhua Wu;

Lihua Tang;

Yunxia Ren;

Haoyang Wu

(Together as Sellers)

and

YSK 1860 Co., Limited

(the Purchaser)

Dated: March 20, 2017

TABLE OF CONTENTS

Exhibits and Schedules

Sellers Disclosure Schedules

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT is made and entered into as of March 20, 2017 by and among:

The Sellers on the one hand and the Purchaser on the other hand are referred to herein collectively, as “Parties”, and each of them, separately, as a “Party”.

WHEREAS:

NOW THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, and intending to be legally bound hereby, the Parties agree as follows:

In this Agreement, unless the context otherwise requires:

The paragraph headings are for the sake of convenience only and shall not affect the interpretation of this Agreement.

The recitals, schedules, appendices, annexes and exhibits hereto form an integral part of this Agreement. When a reference is made in this Agreement to a Recital, a Section, an Exhibit or Schedule, such reference shall be to a Recital of, a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated.

The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the Party drafting such agreement or document.

Subject to the terms and conditions of this Agreement, at and subject to the Closing, the Sellers hereby agree to sell, transfer, assign and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Sellers, all of the Purchase Shares, free and clear of any Security Interests, together with all rights attaching or accruing to them.

In full consideration for the purchase by the Purchaser of the Purchase Shares, the Purchaser shall pay to the Sellers and the Sellers shall receive US$970,000 (the “Purchase Price”).

The Purchaser shall, no later than (2) Business Days prior to the Closing Date, deliver to the Escrow Agent, via wire transfer or a certified check, immediately available funds equal to the Purchase Price.

The closing of the transactions contemplated hereby, including the purchase and sale of the Purchase Shares and the payment of the Purchase Price (the “Closing”), shall take place at the offices of the Purchaser’s counsel within two (2) Business Days after the satisfaction of the last of the conditions precedent set forth in Section 2.4 (other than those conditions which by their terms must be satisfied at the Closing, which such conditions shall be satisfied at Closing) or on such other date and at such other time and place as is mutually agreed by the Parties (such date, the “Closing Date”).

At the Closing, the following actions and occurrences will take place, all of which shall be deemed to have occurred simultaneously and no action shall be deemed to have been completed and no document or certificate shall be deemed to have been delivered, until all actions are completed and all documents and certificates delivered:

As an inducement to the Purchaser to enter into this Agreement, each Seller hereby jointly and severally represents and warrants to the Purchaser (subject to the exceptions and qualifications set forth in the disclosure schedule attached hereto as Schedule 3 (the “Sellers Disclosure Schedule”) the paragraphs of which shall qualify each representation and warranty to which such disclosure is ostensibly relevant):

The execution and delivery of this Agreement by the Sellers, the performance by the Sellers of their obligations hereunder and the consummation by the Sellers of the transactions contemplated hereby do not conflict with and will not result in a breach or violation of, or a default under, or give rise to any other right which may adversely affect the consummation of the transaction contemplated under this Agreement under (i) the Organisational Documents of Maxworthy, and the Company's Organisational Documents; (ii) any material Contract to which any of the Sellers, the Company or any of its Subsidiaries are a party (“Material Contracts”); (iii) assuming that all required regulatory approvals have been obtained, any material law to which any of the Sellers is subject, and to which the Company is subject to; and (iv) any right of other shareholders in the Company, to the extent granted by the Sellers to such shareholders.

The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Except as set forth on Schedule 3.4, as of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth on Schedule 3.4, the financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Except as set forth on Schedule 3.4, such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

Except as set forth in Schedule 3.5, since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect, (ii) neither the Company nor any of its Subsidiaries has incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (v) the Company has not issued or sold any assets or equity securities of the Company, its subsidiaries or variable interest entities to any officer, director or Affiliate of the Company or any Seller, except pursuant to existing Company stock option plans or arrangements, and (vi) there has been no material loss or damage (whether or not insured) to the physical property of the Company or any of its Subsidiaries. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.5, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 trading days prior to the date that this representation is made.

There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Sellers, threatened against or affecting the Sellers, the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) if determined adversely to the Company could reasonably be expected to have a Material Adverse Effect. Except as set forth in the SEC Reports, neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act. Except as disclosed in the SEC Reports, neither the Company nor any of its Subsidiaries is a party or subject to, and none of their respective assets are bound by, the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality which would reasonably be expected to have a Material Adverse Effect.

Other than as set forth in Schedule 3.7, neither the Sellers nor any of its Affiliates nor any of the Sellers Directors is a party to any agreement or engages in any transaction with the Company or any of its Subsidiaries. The transactions contemplated by that certain agreement dated December 30, 2016 by and between the Company and Wang Jiahong do not involve a sale of Wuxi Fulland Wind Energy Equipment Co., Ltd. to any Affiliate of the Company, any Seller, or any of their respective Affiliates. Wang Jiahong is not an Affiliate of the Company or any of the Sellers.

Neither the Company nor any of its Subsidiaries is engaged in any unfair labor practice except for matters which would not, individually or in the aggregate, have a Material Adverse Effect. There is (A) no unfair labor practice complaint pending or threatened against the Company or any of its Subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending or threatened, (B) no strike, labor dispute, slowdown or stoppage pending or threatened against the Company or any of its Subsidiaries and (C) no union representation dispute currently existing concerning the employees of the Company or any of its Subsidiaries, and (ii) (A) no union organizing activities are currently taking place concerning the employees of the Company or any of its Subsidiaries and (B) there has been no violation of any federal, state, local or foreign law relating to discrimination in the hiring, promotion or pay of employees or any applicable wage or hour laws. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. No executive officer (as defined in Rule 501(f) of the Securities Act) of the Company or any Subsidiary of the Company has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer's employment with the Company or any such Subsidiary. No executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Except as set forth in the Company’s SEC Reports, neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other Governmental Authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any Governmental Authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety, and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Security Interests, except for (i) Security Interests as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries, and (ii) Security Interests for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance, except where the failure to comply could not reasonably be expected to result in a Material Adverse Effect. The Company and each of its Subsidiaries own or lease all such properties as are necessary to its operations as now conducted.

The Company and the Subsidiaries own, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as necessary or required for use in connection with their respective businesses as described in the SEC Reports (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned. Neither the Company nor any Subsidiary has received a written notice of a claim that remains unresolved or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person. All such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, including trade secrets, proprietary data and other confidential information. There has been no unauthorized disclosure of and no employee or other third person has any interest or right to, any of the foregoing, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof and as of the Closing Date, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. Except as disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2015, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

Other than the representations and warranties made by the Sellers in the Voting Agreements and other Transaction Documents, the representations and warranties in this Section 3 are the exclusive representations and warranties made jointly and severally by the Sellers in connection with the transactions contemplated hereby, including, without limitation, with respect to the Sellers, any of its Affiliates (including the Company and any of its Subsidiaries) and their respective assets and liabilities.

All of the representations and warranties made by the Sellers in this Agreement, including the Disclosure Schedules attached hereto, the Voting Agreements, and all statements set forth in the certificates, agreements and other documents delivered by the Sellers at the Closing pursuant to this Agreement (collectively, the “Transaction Documents”), are true, correct and complete in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such representations, warranties or statements, in light of the circumstances under which they were made, misleading. The copies of all documents furnished by the Sellers pursuant to the terms of this Agreement are complete and accurate copies of the original documents. The schedules, certificates, and any and all other statements and information, whether in written or electronic form, to the Purchaser or its Representatives by or on behalf of the Sellers or their Affiliates in connection with the negotiation of this Agreement and the transactions contemplated hereby do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

As an inducement to the Sellers to enter into this Agreement, the Purchaser hereby represents and warrants to the Sellers:

Other than as specifically provided for in this Agreement, the execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby do not conflict and will not result in a material breach or violation of, or a default under, or give rise to any other right which may adversely affect the consummation of the transaction contemplated under this Agreement under (i) the Organisational Documents of the Purchaser; (ii) any material Contract to which the Purchaser is a party; or (iii) assuming that all required regulatory approvals have been obtained, any material law to which the Purchaser is subject.

No broker, finder or investment banker is entitled to any brokerage, finder’s fee or other fee in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser or any of its Affiliates for which the Sellers or any of its Affiliates (including the Company and its Subsidiaries) shall be liable, except that Sellers shall pay to Fernando Liu advisory fees equal to 10% of the Purchase Price plus reimbursement of up to $30,000 in expenses incurred by Mr. Liu in the course of rendering services in connection with the transactions contemplated by this Agreement.

There is no injunction, judgment, decree, order or other restrictive legal proceeding against the Purchaser that prevents, enjoins, or materially alters or delays the purchase of the Purchase Shares by the Purchaser under this Agreement and the consummation of the transaction contemplated herein.

All of the representations and warranties made by the Purchaser in this Agreement and all statements set forth in the certificates, agreements and other documents delivered by the Purchaser at the Closing pursuant to this Agreement, are true, correct and complete in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such representations, warranties or statements, in light of the circumstances under which they were made, misleading. The schedules, certificates, and any and all other statements and information, whether in written or electronic form, to the Sellers or their Representatives by or on behalf of the Purchaser in connection with the negotiation of this Agreement and the transactions contemplated hereby do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

Each of the Sellers agrees that, from and after Closing, for as long as Sellers or any of their Affiliates continue to own any shares of the Company’s common stock, each Seller undertakes, in its capacity as a shareholder of the Company, to exercise (or to cause its Affiliate to exercise) its voting rights as a shareholder of the Company, to vote in favor of all proposals recommended by the Company’s board of directors on all matters that come before the Company’s shareholders for approval.

From and after Closing, Jianhua Wu and Lihua Tang shall continue to manage the day-to-day operations of the Company’s Subsidiaries and assume all obligations and liabilities relating to or arising therefrom.

Notwithstanding the foregoing, each of the Sellers agrees that, from and after Closing, for as long as Sellers or any of their Affiliates continue to (i) own any shares of the Company’s common stock, or (ii) Jianhua Wu, Lihua Tang or their Affiliates, or any other Seller or Affiliate thereof, continues to manage or otherwise be employed by the Company’s Subsidiaries:

Any right to seek remedy for any breach of this Agreement shall only apply to Losses with respect to which the Sellers or the Purchaser, as the case may be (the "Claiming Party") shall have notified in writing the Purchaser or the Sellers, as the case may be (the "Responsible Party") within the applicable time period set forth in Section 6.4. Further, if any claim is timely asserted under Section 6.4, the Claiming Party shall only have the right to bring an action, suit or proceeding with respect to such claim within one (1) year after first giving the Responsible Party notice thereof.

This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the Closing:

The right of a Party to terminate this Agreement pursuant to this Section 7.1 shall not be available to the Party whose failure to fulfil or cause to be fulfilled, in any manner, any obligation under this Agreement has contributed to the failure of the Closing to have occurred by the End Date, whether such failure was caused by such Party’s intentional failure, by its omission or failure to act or otherwise through any fault of such Party.

In the event the Purchaser or the Sellers, or both, elect to terminate this Agreement pursuant to Section 7.1, written notice thereof shall be given to the other Party, and following compliance with Section 7.3 below, this Agreement shall terminate without further action of the Parties.

In the case of any termination of this Agreement as provided in ARTICLE 7, this Agreement shall be of no further force and effect, and all rights and obligations of each Party shall cease, except: (i) Sections 5.2 (Announcements), 5.1(f) (Fees and Expenses), ARTICLE 6 (Limitations on Liabilities), this Section 7.3 (Effect of Termination), and ARTICLE 8 (Miscellaneous), shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party from Liability for any willful breach of any representation, warranty, covenant or obligation under this Agreement or for any fraud against another Party, in either case, prior to termination of this Agreement. Without limiting the foregoing, and except as provided in Sections 5.1(f) (Fees and Expenses), ARTICLE 6 (Limitations on Liabilities), this Section 7.3 (Effect of Termination), and Section 7.4 (Specific Performance), each Party’s sole right prior to the Closing with respect to any breach of any representation, warranty, covenant or other agreement contained in this Agreement by another Party or with respect to the transactions contemplated herein shall be the right, if applicable, to terminate this Agreement pursuant to Section 7.1. of or as a result of such failure or breach.

It is hereby clarified, that nothing in this Section 7 shall be deemed in any way as preventing the Parties from seeking specific performance of this Agreement, and the Purchase shall be entitled to seek specific performance of this Agreement.

All notices or other communications hereunder shall be in writing and shall be given in person, by registered mail (registered international air mail if mailed internationally), by an overnight courier service which obtains a receipt to evidence delivery, or by facsimile transmission (provided that written confirmation of receipt is provided) with a copy by mail, addressed as set forth below:

or such other address as any Party may designate to the other in accordance with the aforesaid procedure. All communications delivered in person or by courier service shall be deemed to have been given upon delivery, and all notices and other communications sent by registered mail (or air mail if the posting is international) shall be deemed given five (5) Business Days after posting.

The rights of a Party may be waived by such Party only in writing and, specifically, the conduct of any one of the Parties shall not be deemed a waiver of any of its rights pursuant to this Agreement and/or a waiver or consent on its part as to any breach or failure to meet any of the terms of this Agreement or an amendment hereto. A waiver by a Party in respect of a breach by the other Party of its obligations shall not be construed as a justification or excuse for a further breach of its obligations.

No delay or omission to exercise any right, power, or remedy accruing to any Party upon any breach or default by the other under this Agreement shall impair any such right or remedy nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein or in any similar breach or default thereafter occurring.

This Agreement may be amended or modified only by a written document signed by all the Parties.

This Agreement (together with the recitals, schedules, appendices, annexes and exhibits hereto) contain the entire understanding of the Parties with respect to its subject matter and all prior negotiations, discussions, agreements, commitments and understandings between them with respect thereto not expressly contained herein shall be null and void in their entirety, effective immediately with no further action required.

If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of any other provision hereof or the validity or enforceability in other jurisdictions of that or any other provision hereof.

Where provisions of any applicable law resulting in such illegality, invalidity or unenforceability may be waived, they are hereby waived by each Party to the full extent permitted so that this Agreement shall be deemed valid and binding agreements, in each case enforceable in accordance with its terms.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. A signed Agreement received by a Party via facsimile will be deemed an original, and binding upon the party who signed it.

The Agreement shall be governed by and construed in accordance with the laws of New York, without giving effect to the principles thereof relating to conflict of laws. Each Party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated hereby and any other Transaction Documents shall be commenced exclusively in the state and federal courts sitting in the County of New York.

WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

Each of the Parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court for the Southern District of New York or any court located in New York, New York having subject matter jurisdiction.

Nothing in this Agreement shall create or confer upon any Person, other than the Parties or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities.

[Remainder of this page intentionally left blank]

[Signature Page of Share Purchase Agreement]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on the date herein above set forth.

46

Exhibit 99.3

INDIVIDUAL GUARANTEE

Wuxi, China

March 20, 2017

In order to induce YSK 1860 Co., Limited (which together with its successors, endorsees and assigns, is hereinafter called “Purchaser”) to enter into that certain Share Purchase Agreement dated March 20, 2017 (the “Agreement”) with Maxworthy International Ltd., Jianhua Wu, Lihua Tang, Yunxia Ren, and Haoyang Wu (hereinafter, each referred to as “Seller” and collectively as “Sellers”), and for other valuable consideration, the receipt of which is hereby acknowledged, the undersigned (hereinafter, whether one or more, called the “Guarantor”) who hereby absolutely unconditionally guarantees to Purchaser the due and punctual payment when due, whether by acceleration or otherwise, in accordance with the terms thereof, of all sums payable with respect to any and every obligation or liability of the Sellers, whether joint or several, to Purchaser arising out of the Agreement, including, without limitation, all amounts arising from any Seller’s breach of Section 5.3 of the Agreement, whether now existing or hereafter incurred, (such obligations and liabilities of Sellers being hereinafter collectively called the “Liabilities”). Notwithstanding any language contained in this Guarantee relating to the Agreement, it is expressly intended, contemplated and agreed that the Guarantor’s obligations under this Guarantee shall extend to each and all of the Liabilities, whether or not such Liabilities relate directly or indirectly to the Agreement. All payments made in connection with this Guarantee shall be in lawful money of the United States of America in immediately available funds.

The Guarantor hereby grants to Purchaser full power, without notice to the Guarantor or to Sellers, and without in any way affecting the joint and several obligations of each Guarantor hereunder, to deal in any manner with Sellers, the Liabilities and with any Guarantor hereunder, and any other guarantor of the Liabilities including, without limitation, the following powers: (a) to modify or otherwise change any terms of all or any part of the Liabilities, to grant any extension or renewal thereof and any other indulgence with respect thereto, and to effect any release, subordination, compromise or settlement with respect to Sellers, the Liabilities and the obligations of any one or more of the Guarantors; and (b) to enter into any agreement of forbearance with respect to the Liabilities of any Seller or the obligations of any Guarantor, or to change the terms of any such agreement.

The Guarantor waives any notice of the acceptance of this Guarantee, or of the creation, renewal or accrual of any of the Liabilities, present or future, or of the reliance of Purchaser upon this Guarantee. The Liabilities shall conclusively be presumed to have been created, contracted for, incurred or suffered to exist in reliance upon this Guarantee, and all dealings between Sellers and Purchaser shall likewise be presumed to be in reliance upon this Guarantee. The Guarantor waives protest, presentment, demand for payment, notice of non-payment, and notice of dishonor to or upon the Guarantor, any Seller, or any other party liable for any of the Liabilities. The Guarantor acknowledges that this Guarantee and the Guarantor’s obligations under this Guarantee are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of (a) any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guarantee and the obligations of the Guarantor under this Guarantee, (b) the obligations of any other person or party (including, without limitation, the Sellers) relating to this Guarantee, or (c) the obligations of the Guarantor under this Guarantee or otherwise with respect to the Liabilities. The obligations of the Guarantor hereunder shall not be released, discharged or in any way affected, nor shall the Guarantor have any rights against Purchaser by reason of the fact that any of the Liabilities may be invalid or unenforceable against any Seller or any obligor thereon for any reason whatsoever.

In case any Seller shall fail to pay all or any part of the Liabilities when due, the Guarantor immediately will pay to Purchaser the amount due and unpaid by each such Seller under such Liabilities, in like manner as if such amount constituted the direct and primary obligation of the Guarantor. The obligations of the Guarantor to Purchaser pursuant to this Guarantee, whether direct or contingent, and of every description, shall, without any further notice or demand become immediately due and payable and shall be paid forthwith by the Guarantor. Purchaser shall have its remedies under this Guarantee without being obliged to resort first to any other security or to any other remedy or remedies to enforce payment or collection of the Liabilities, and may pursue all or any of its remedies at one or at different times.

In the event that Purchaser shall receive any payments on account of any of the Liabilities, whether directly or indirectly, and it shall subsequently be determined that such payments were for any reason improper, or a claim shall be made against Purchaser that the same were improper, and Purchaser either voluntarily or pursuant to court order shall return the same, the Guarantor shall be liable, with the same effect as if the said payments had never been paid to, or received by, Purchaser, for the amount of such repaid or returned payments. If the Guarantee hereunder with respect to any Guarantor would be held or determined to be void, invalid or unenforceable on account of the amount of such Guarantor’s aggregate liability under this Guarantee, then notwithstanding any other provision of this Guarantee to the contrary, the maximum liability of such Guarantor hereunder shall be automatically limited and reduced to an amount equal to the maximum amount that would not render this Guarantee with respect to such Guarantor void, invalid or unenforceable. The invalidity or unenforceability of any portion of this Guarantee shall in no way affect the validity or enforceability of any other portion of this Guarantee.

No delay on the part of Purchaser in exercising any power or right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any power or right hereunder or the failure to exercise same in any instance preclude other or further exercise thereof or the exercise of any other power or right; nor shall Purchaser be liable for exercising or failing to exercise any such power or right; the right and remedies hereunder expressly specified are cumulative and not exclusive of any rights or remedies which Purchaser or any one in whose behalf it has acted or shall act as herein provided, or its or his or their transferees, may or will otherwise have.

The term “Seller” as used throughout this instrument shall include the individual or individuals, association, partnership, limited liability company or corporation named herein as a Seller, and (a) any successor, individual or individuals, association, partnership or limited liability company or corporation to which all or substantially all of the business or assets of such Seller shall have been transferred, (b) in the case that such Seller is a partnership or limited liability company, any new partnership or limited liability company, as the case may be, which shall have been created by reason of the admission of any new partner (member) or partners (members) therein or the dissolution of the existing partnership (limited liability company) by the death, resignation or other withdrawal of any partner (member), (c) in the case that such Seller is a corporation, any other corporation into or with which such Seller shall have been merged, consolidated, reorganized, purchased or absorbed and (d) any affiliate of such Seller, whether an individual, partnership, limited liability company or other entity.

The Guarantee shall, without further reference, pass to and may be relied on and enforced by any successor or assignee of Purchaser, and any transferee or subsequent holder of any of the Liabilities or any Seller and/or the Guarantor will not assert any claims it may have against Purchaser against any such assignee, successor, transferee, or any other subsequent holder. NO CLAIM MAY BE MADE BY GUARANTOR AGAINST PURCHASER OR THE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS OR AGENTS OF PURCHASER FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR, TO THE FULLEST EXTENT PERMITTED BY LAW, FOR ANY PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT, STATUTORY LIABILITY, OR ANY OTHER GROUND) BASED ON, ARISING OUT OF OR RELATED TO THIS GUARANTEE, THE LIABILITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, AND THE GUARANTOR HEREBY WAIVES, RELEASES AND AGREES NEVER TO SUE UPON ANY CLAIM FOR ANY SUCH DAMAGES, WHETHER SUCH CLAIM NOW EXISTS OR HEREAFTER ARISES AND WHETHER OR NOT IT IS NOW KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR. This is a continuing guaranty, and is to remain in force until the payment of all Liabilities of Sellers to Purchaser, whether now existing or hereafter incurred, notwithstanding the appointment of a receiver of, or the dissolution of, and/or any other change in, or with respect to any Seller. No change, modification, waiver, or discharge, in whole or in part, of this Guarantee shall be effective unless in writing and signed by the party against whom such change, modification, waiver, or discharge is sought to be enforced. However, this Guarantee may be terminated with respect to the obligations of any of the Guarantors (but then only so far as it relates to Liabilities arising after such termination), only upon written notice to that effect delivered by such Guarantor to Purchaser and receipt thereof acknowledged in writing by an officer of Purchaser. In the event of termination such Guarantor and his, her or its respective executors, administrators and assigns shall nevertheless remain liable with respect to the Liabilities theretofore created or arising, and with respect to such Liabilities and any renewals, or other liabilities arising out of the same, this instrument shall continue in full force and effect and Purchaser shall have all the rights herein provided for as if no such termination had occurred; and the Guarantors, if any, who have not joined in such termination shall continue to be liable hereunder as if no such termination had been effected. This Guarantee shall be deemed to have been made in the State of New York, the Guarantor consents to the jurisdiction of the state and federal courts of the State of New York, County of New York and the rights and liabilities of the parties shall be determined in accordance with the laws of the State of New York. It is agreed that all understandings and agreements heretofore had between the parties hereto are merged in this Guarantee, which alone, fully and completely, expresses their understanding.

THE GUARANTOR HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD (INCLUDING ANY ATTORNEY ASSOCIATED WITH PURCHASER’S COUNSEL,EACH PARTY HEREBY WAIVING ANY CONFLICT OF INTEREST), OR ANY OTHER PERSON AUTHORIZED BY PURCHASER AT ANY TIME OR TIMES TO APPEAR FOR THE GUARANTOR IN ANY ACTION WHICH MAY BE BROUGHT BY PURCHASER TO ENFORCE THE TERMS OF THIS GUARANTEE, AND TO SIGN FOR THE GUARANTOR AN AGREEMENT FOR ENTERING INTO ANY COMPETENT COURT AN ACTION FOR THE RECOVERY OF THE UNPAID LIABILITIES PLUS UPON APPLICATION TO THE COURT ON NOTICE TO THE GUARANTOR, INTEREST AND COSTS OF SUIT, INCLUDING ATTORNEYS’ FEES (THE “ADDITIONAL COSTS”), AND TO CONFESS JUDGMENT AGAINST THE GUARANTOR FOR THE UNPAID AMOUNT OF LIABILITIES PLUS THE ADDITIONAL COSTS.

IN CONNECTION WITH ANY CONFESSION OF JUDGMENT PROCEEDINGS INSTITUTED BY OR ON BEHALF OF PURCHASER, THE GUARANTOR WAIVES ALL PROCEDURAL ERRORS, DEFECTS AND IMPERFECTIONS IN ENTERING JUDGMENT OR IN ANY WRIT, PROCESS, OR PROCEEDING RELATED TO SUCH CONFESSION OF JUDGMENT, AND AGREES THAT NO WRIT OF PROCEDURAL ERROR, OBJECTION OR EXCEPTION SHALL BE FILED BY OR ON BEHALF OF THE GUARANTOR. NOTWITHSTANDING THE FOREGOING, THE GUARANTOR SHALL HAVE THE RIGHT TO CHALLENGE PURCHASER’S APPLICATION TO THE COURT FOR THE ADDITIONAL COSTS PURCHASER SEEKS.

THE GUARANTOR HEREBY ACKNOWLEDGES THAT, BY AGREEING TO THE FOREGOING WARRANT FOR CONFESSION OF JUDGMENT, THE GUARANTOR WAIVES HIS RIGHT TO NOTICE AND A PRIOR JUDICIAL PROCEEDING TO DETERMINE HIS RIGHTS AND LIABILITIES, AND FURTHER ACKNOWLEDGES THAT PURCHASER MAY, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER THIS GUARANTEE, SUBJECT TO THE NOTICE AND CURE REQUIREMENTS PROVIDED ABOVE, OBTAIN A JUDGMENT AGAINST THE GUARANTOR FOR ALL UNPAID LIABILITIES AND ADDITIONAL COSTS. THE GUARANTOR ALSO ACKNOWLEDGES THAT PURCHASER MAY LEVY EXECUTION ON THAT JUDGMENT AGAINST ANY AND ALL PROPERTY OF THE GUARANTOR, AND MAY DO SO WITHOUT THE PRIOR KNOWLEDGE OR CONSENT OF THE GUARANTOR AND WITHOUT ANY OPPORTUNITY OF THE GUARANTOR TO RAISE ANY DEFENSE, SET-OFF, COUNTER-CLAIM OR OTHER CLAIM THAT THE GUARANTOR MAY HAVE, AND THAT THE GUARANTOR KNOWINGLY, VOLUNTARILY AND INTELLIGENTLY GRANTS PURCHASER THE FOREGOING RIGHT TO CONFESS JUDGMENT AND WARRANT OF ATTORNEY AS AN EXPLICIT AND MATERIAL PART OF THE CONSIDERATION BARGAINED FOR BETWEEN PURCHASER AND THE GUARANTOR.

THE GUARANTOR CERTIFIES THAT HE HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL AT THE SIGNING OF THIS GUARANTEE AND IN THE GRANTING OF THE ANNEXED WARRANT OF CONFESSION OF JUDGMENT, THAT SAID COUNSEL WAS SELECTED BY THE GUARANTOR OF HIS OWN FREE WILL, AND THAT THE GUARANTOR HAS HAD THE OPPORTUNITY TO DISCUSS THE ANNEXED WARRANT OF CONFESSION OF JUDGMENT WITH THAT COUNSEL. THE GUARANTOR ALSO CERTIFIES THAT HE HAS READ AND UNDERSTANDS THE MEANING AND EFFECT OF THIS PROVISION AND THE ANNEXED WARRANT OF CONFESSION OF JUDGMENT.

The Guarantor hereby authorizes Purchaser to date this Guarantee and to complete and fill in any blank spaces in this Guarantee in order to conform to terms upon which the Guarantee is provided.

Purchaser shall have the unrestricted right at any time or from time to time, without any Seller’s consent, to assign all or any portion of its rights and obligations hereunder to one or more persons (each, an “Assignee”), and the Guarantor agrees that it shall execute, or cause to be executed, such documents, including without limitation, ministerial amendments hereto and to any other documents executed in connection herewith or pursuant hereto (collectively the “Documents”) as Purchaser shall deem reasonably necessary to effect the foregoing. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Purchaser in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Purchaser and such Assignee, such Assignee shall have all of the rights and obligations of Purchaser hereunder (and under any and all other Documents) to the extent that such rights and obligations have been assigned by Purchaser pursuant to the assignment documentation between Purchaser and such Assignee.

In the event of the death of an individual Guarantor, this guaranty may be terminated with respect to the obligations of the Guarantor (but, only so far as it related to Liabilities arising after such termination), only upon written notice to that effect, delivered by the estate of the Guarantor to Purchaser and duly received by Purchaser. In the event of termination, the estate of the Guarantor and his or her executors, administrators and assigns shall nevertheless remain liable with respect to the Liabilities theretofore created or arising, and, with respect to such Liabilities and any other liabilities arising out of the same, this instrument shall continue in full force and effect and Purchaser shall have all the rights herein provided for as if no such termination had occurred.

IN WITNESS WHEREOF, this instrument has been duly executed by the undersigned as of the day and year first above written.