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): June 20, 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 ☐

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 June 20, 2018, Sharing Economy International Inc. (the “Company”) and ECrent Capital Holdings Limited (“ECrent”) entered into an Amendment No.3 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 18 months commencing from June 20, 2018.

Item 9.01.    Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
99.1	Amendment No. 3 to Exclusivity Agreement dated June 20, 2018 by and between the Company and ECrent Capital Holdings Limited

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: June 21, 2018	Sharing Economy International Inc.
	By:	/s/ Jianhua Wu
		Jianhua Wu
		Chief Executive Officer

2

EX-99.1

Exhibit 99.1

Amendment No. 3 to Exclusivity Agreement

(which is made on June 20, 2018)

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, and that Amendment No.2 to Exclusivity Agreement (the “Amendment No.2”), dated as of January 23, 2018, by and between SEII and ECrent, SEII and ECrent are hereinafter referred to as the “Parties” to this Amendment No.3 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 and the Amendment No.2) 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 18 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 the license agreements entered into between ECrent and Sharing Economy Investment Limited dated May 8 and 24, 2018 and June 13, 2018 respectively and 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/ Ping Kee Lau
Name:	Ping Kee Lau
Title:	Director

ECrent Capital Holdings Limited
By:	/s/ Chan Tin Chi
Name:	Chan Tin Chi
Title:	Director

[Signature Page to Amendment No.3 to Exclusivity Agreement]