Edgar Filing: CHINA AUTOMOTIVE SYSTEMS INC

Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark one)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2010

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission file number: 000-33123

China Automotive Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware		33-0885775
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

No. 1 Henglong Road, Yu Qiao Development Zone, Shashi District,

Jing Zhou City, Hubei Province, People’s Republic of China

(Address of principal executive offices)

Issuer’s telephone number: (86) 716- 832- 9196

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

As of June 24, 2011, the Company had 28,083,534 shares of common stock issued and outstanding.

CHINA AUTOMOTIVE SYSTEMS, INC.

INDEX

		Page
Explanatory Note		3

Part I — Financial Information		5

Item 1. Financial Statements		5
Condensed Consolidated Statements of Income (Operations) (Unaudited) for the Three Months and Nine Months Ended September 30, 2010 and 2009		5
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three Months and Nine Months Ended September 30, 2010 and 2009		7
Condensed Consolidated Balance Sheets at September 30, 2010 (Unaudited) and December 31, 2009		8
Consolidated Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2010 (Unaudited) and December 31, 2009		9
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2010 and 2009		10
Notes to Condensed Consolidated Financial Statements (Unaudited) for the Three Months and Nine Months Ended September 30, 2010 and 2009		12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		37
Item 3. Quantitative and Qualitative Disclosures About Market Risk		52
Item 4. Controls and Procedures		52

Part II — Other Information		53

Item 1. Legal Proceedings		53
Item 1A. Risk Factors		53
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		57
Item 3. Defaults Upon Senior Securities		57
Item 4. Reserved		57
Item 5. Other Information		57
Item 6. Exhibits		57
Signatures		59

EXPLANATORY NOTE

Restatement of Consolidated Financial Statements

On March 17, 2011, China Automotive Systems, Inc. (the “Company”) announced that it had identified historical accounting errors relating to the accounting treatment of the Company’s convertible notes issued on February 15, 2008, (the “Convertible Notes”). The accounting errors have resulted in the misstatement of certain charges arising from fair value adjustments and other changes to derivative liabilities since the first quarter of 2009. The Company has no evidence that the errors resulted from any fraud or intentional misconduct.

The Company undertook a review to determine the total amount of the errors and the accounting periods in which the errors occurred. The Company’s review determined that the errors resulted from the Company’s failure to properly apply the requirements of Accounting Standard Codification (ASC) 815 (“ASC 815”), which changed the accounting treatment of convertible notes effective January 1, 2009. Additionally, management has also identified accounting errors in accumulated depreciation and deferred tax assets reported and accrued payroll and related costs. These flaws represented material weaknesses in the Company’s internal controls over financial reporting as of September 30, 2010, such as accounting error on compound embedded derivative financial instruments, which were mentioned in this amended quarterly report on Form 10-Q/A. Management identified the accounting errors in connection with the 2010 annual audit procedures undertaken by the Company’s newly engaged independent registered public accounting firm, PricewaterhouseCoopers Zhong Tian CPAs Limited Company.

The Company’s review was overseen by the audit committee of the board of directors of the Company, (the “Audit Committee”) with the assistance of management and accounting consultants engaged by management. The Audit Committee concluded on March 12, 2011 that the Company’s previously issued audited consolidated financial statements as of and for the fiscal year ended December 31, 2009, and related auditors’ report, and unaudited interim consolidated financial statements as of and for the quarterly periods ended March 31, June 30 and September 30, 2010, should no longer be relied upon because of these errors in the financial statements. The Company’s board of directors agreed with the Audit Committee’s conclusions. After analyzing the size and timing of the errors, the Company determined that, in the aggregate, the errors were material and would require the Company to restate certain of its previously issued financial statements.

As more fully described in Note 2 to the accompanying restated consolidated financial statements for the three-month and nine-month periods ended September 30, 2010 and 2009, the Company has restated its consolidated financial statements and the related disclosures for the periods ended September 30, 2010 and 2009. Specifically, the Company has restated its consolidated balance sheets and the related consolidated statements of income, statements of stockholders’ equity and statements of cash flows as of and for the period ended September 30, 2010 and 2009. The accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2, has been updated to reflect the effects of the restatement.

The effect of the adjustments included: (a) increases of $7,742,167 and $12,366,084, respectively, in net income attributable to parent company for the three–month and nine-month periods ended September 30, 2010, including increases of $8,178,272 and $13,369,733, respectively, resulting from the gain on the change in fair value of derivative liabilities and decreases of $436,105 and $1,003,649, respectively from adjustments to financial expenses related to the Convertible Notes; and (b) decreases of $18,617,116 and $19,162,590, respectively, in net income attributable to parent company for the three–month and nine-month periods ended September 30, 2009, including decreases of $18,053,123 and $13,145,661, respectively, resulting from the gain on the change in fair value of derivative liabilities and decreases of $563,995 and $6,016,929, respectively, from adjustments to financial expenses related to the Convertible Notes.

Except as discussed above, the Company has not modified or updated disclosures presented in its quarterly report on Form 10-Q for the three-month period ended September 30, 2010 filed with the Securities and Exchange Commission on November 11, 2010 (the “Original Filing”), except as required to reflect the effects of the restatement. Accordingly, this amended quarterly report does not reflect events occurring after the Original Filing or modify or update those disclosures affected by subsequent events, except as specifically referenced herein. Information not affected by the restatement is unchanged and reflects the disclosures made at the time of the Original Filing. References to this “quarterly report on Form 10-Q,” this “quarterly report on Form 10-Q/A” and this “amended quarterly report on Form 10-Q/A” herein shall refer to the Original Filing as amended by this amended quarterly report on Form 10-Q/A. The following items have been amended as a result of the restatement:

Part I	Item 1.	Financial Statements and Supplementary Data;
Part I	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations;
Part I	Item 4.	Controls and Procedures; and
Part II	Item 1A.	Risk Factors
Part II	Item 6.	Exhibits, Financial Statement Schedules.

Cautionary Statement

This Amendment No. 1 to the Quarterly Report on Form 10-Q/A contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should” or “will” or the negative of these terms or other comparable terminology. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents the Company files with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. The Company’s expectations are as of the date this Form 10-Q/A is filed, and the Company does not intend to update any of the forward-looking statements after the date this amended quarterly report on Form 10-Q/A is filed to confirm these statements to actual results, unless required by law.

PART 1 — FINANCIAL INFORMATION

Item 1. Financial Statements

China Automotive Systems, Inc.

Condensed Consolidated Statements of Income (Operations) (Unaudited)）

	Three Months Ended September 30,
	2010			2009
	As Restated-Note 2			As Restated-Note 2
Net product sales, including $1,717,483 and $1,384,458 to related parties for the three months ended September 30, 2010 and 2009	$	76,102,844		$	64,654,369
Cost of product sold, including $4,885,768 and $3,477,109 purchased from related parties for the three months ended September 30, 2010 and 2009		57,929,284			49,168,626
Gross profit		18,173,560			15,485,743
Add: Gain (loss) on other sales		(152,481	)		284,234
Less: Operating expenses-
Selling expenses		2,095,321			2,180,864
General and administrative expenses		2,286,784			2,739,886
R&D expenses		1,247,881			531,383
Depreciation and amortization		219,720			663,408
Total Operating expenses		5,849,706			6,115,541
Income from operations		12,171,373			9,654,436
Add: Other income, net (note 23)		-			-
Financial expenses net (note 24)		(707,527	)		(965,114	)
Gain (loss) on change in fair value of derivative (note 25)		8,687,977			(14,923,329	)
Income (loss) before income taxes		20,151,823			(6,234,007	)
Less: Income taxes (note 26)		1,866,157			1,789,836
Net income (loss)	$	18,285,666		$	(8,023,843	)
Net income attributable to non-controlling interest		2,350,280			2,036,762
Net income (loss) attributable to parent company	$	15,935,386		$	(10,060,605	)
Allocation to convertible notes holders		(2,153,261	)		-
Net income (loss) attributable to parent company’s common shareholders		13,782,125			(10,060,605	)
Net income (loss) attributable to parent company’s common shareholders per share –
Basic (note 27)	$	0.51		$	(0.37	)
Diluted (note 27)	$	0.26		$	(0.37	)
Weighted average number of common shares outstanding –
Basic		27,112,689			26,983,717
Diluted		31,562,661			26,983,717

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

China Automotive Systems, Inc.

Condensed Consolidated Statements of Income (Operations) (Unaudited)

	Nine Months Ended September 30,
	2010			2009
	As Restated-Note 2			As Restated-Note 2
Net product sales, including $6,319,594 and $3,257,716 to related parties for the nine months ended September 30, 2010 and 2009	$	245,416,671		$	171,836,094
Cost of product sold, including $14,481,952 and $8,463,331 purchased from related parties for the nine months ended September 30, 2010 and 2009		184,897,834			129,141,078
Gross profit		60,518,837			42,695,016
Add: Gain on other sales		981,128			523,860
Less: Operating expenses-
Selling expenses		6,866,249			4,866,041
General and administrative expenses		7,737,989			6,787,918
R&D expenses		4,291,044			1,415,531
Depreciation and amortization		829,865			1,742,162
Total Operating expenses		19,725,147			14,811,652
Income from operations		41,774,818			28,407,224
Add: Other income, net (note 23)		266,379			-
Financial expenses net (note 24)		(2,056,431	)		(7,335,758	)
Gain (loss) on change in fair value of derivative (note 25)		14,122,730			(12,554,150	)
Income before income taxes		54,107,496			8,517,316
Less: Income taxes (note 26)		6,442,971			4,714,124
Net income	$	47,664,525		$	3,803,192
Net income attributable to non-controlling interest		8,227,985			6,074,110
Net income (loss) attributable to parent company	$	39,436,540		$	(2,270,918	)
Allocation to convertible notes holders		(5,334,715	)		-
Net income (loss) attributable to parent company’s common shareholders		34,101,825			(2,270,918	)
Net income (loss) attributable to parent company’s common shareholders per share –
Basic (note 27)	$	1.26		$	(0.08	)
Diluted (note 27)	$	0.87		$	(0.08	)
Weighted average number of common shares outstanding –
Basic		27,078,180			26,983,402
Diluted		31,560,119			26,983,402

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

China Automotive Systems, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

	Three Months Ended September 30,
	2010		2009
	As Restated-Note 2		As Restated-Note 2
Net income (loss)	$	18,285,666	$	(8,023,843	)
Other comprehensive income (loss):
Foreign currency translation gain (loss)		2,179,442		38,191
Comprehensive income (loss)	$	20,465,108	$	(7,985,652	)
Comprehensive income (loss) attributable to non-controlling interest		2,750,677		2,047,054
Comprehensive income (loss) attributable to parent company	$	17,714,431	$	(10,032,706	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

China Automotive Systems, Inc.

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

	Nine Months Ended September 30,
	2010		2009
	As Restated-Note 2		As Restated-Note 2
Net income	$	47,664,525	$	3,803,192
Other comprehensive income:
Foreign currency translation gain (loss)		3,105,593		(164,123	)
Comprehensive income	$	50,770,118	$	3,639,069
Comprehensive income attributable to non-controlling interest		8,779,852		6,093,542
Comprehensive income (loss) attributable to parent company	$	41,990,266	$	(2,454,473	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

China Automotive Systems, Inc.

Condensed Consolidated Balance Sheets

	September 30, 2010		December 31, 2009
	As Restated-Note 2		As Restated-Note 2
	(Unaudited)

ASSETS
Current assets:
Cash and cash equivalents	$	49,201,859	$	43,480,176
Pledged cash deposits (note 4)		21,090,382		12,742,187
Accounts and notes receivable, net, including $2,573,240 and $1,441,939 from related parties at September 30, 2010 and December 31, 2009 (note 5)		181,845,502		154,863,292
Advance payments and other, including $1,409,460 and $0 to related parties at September 30, 2010 and December 31, 2009		3,150,827		2,413,556
Inventories (note 7)		40,867,074		27,415,697
Current deferred tax assets (note 10)		4,357,315		3,866,353
Total current assets	$	300,512,959	$	244,781,261
Long-term Assets:
Property, plant and equipment, net (note 8)	$	64,980,034	$	58,529,447
Intangible assets, net (note 9)		586,474		561,389
Other receivables, net, including $369,351 and $65,416 from related parties at September 30, 2010 and December 31, 2009 (note 6)		3,278,171		1,064,224
Advance payments for property, plant and equipment, including $7,444,795 and $2,579,319 to related parties at September 30, 2010 and December 31, 2009		17,636,239		6,369,043
Long-term investments		80,584		79,084
Non-current deferred tax assets (note 10)		3,185,370		2,998,124
Total assets	$	390,259,831	$	314,382,572
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank loans (note 11)	$	8,953,754	$	5,125,802
Accounts and notes payable, including $2,126,954 and $1,537,827 to related parties at September 30, 2010 and December 31, 2009 (note 12)		143,298,745		107,495,833
Convertible Notes payable (note 13)		30,000,000		30,000,000
Compound derivative liabilities (note 14)		31,320,776		45,443,506
Customer deposits		1,908,479		1,918,835
Accrued payroll and related costs		4,732,485		4,578,446
Accrued expenses and other payables (note 15)		20,735,276		22,472,452
Accrued pension costs (note 16)		3,987,756		3,778,187
Taxes payable (note 17)		10,805,591		11,482,177
Amounts due to shareholders/directors (note 18)		103,215		-
Total current liabilities	$	255,846,077	$	232,295,238
Long-term liabilities:
Other long-term liabilities (note 19)		4,377,538		233,941
Total liabilities	$	260,223,615	$	232,529,179
Significant concentrations (note 28)
Related party transactions (note 29 )
Commitments and contingencies (note 30)
Stockholders' equity:
Preferred stock, $0.0001 par value - Authorized - 20,000,000 shares Issued and Outstanding – None	$	-	$	–
Common stock, $0.0001 par value - Authorized - 80,000,000 shares Issued and Outstanding 27,115,826 and 27,046,244 shares at September 30, 2010 and December 31, 2009 (note 20)		2,711		2,704
Additional paid-in capital (note 20)		28,216,671		27,515,064
Retained earnings-
Appropriated		8,767,797		8,324,533
Unappropriated		46,678,278		7,685,002
Accumulated other comprehensive income		13,741,459		11,187,733
Total parent company stockholders' equity		97,406,916		54,715,036
Non-controlling interests (note 21)		32,629,300		27,138,357
Total stockholders' equity	$	130,036,216	$	81,853,393
Total liabilities and stockholders' equity	$	390,259,831	$	314,382,572

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

China Automotive Systems, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

Period Ended September 30, 2010 (Unaudited) and December 31, 2009

										Accumulated		Total parent
			Additional							Other		company						Total
	Common		Paid-in		Retained Earnings					Comprehensive		stockholders '			Non-controlling			shareholders'
	Stock		Capital		Appropriated		Unappropriated			Income (Loss)		Equity			Interests			Equity
Balance at January 1, 2009 restated	$	2,698	$	26,648,154	$	7,525,777	$	34,060,876		$	11,127,505	$	79,365,010		$	23,270,820		$	102,635,830
Accumulated effect of adoption of ASC 815-40 (note 23)		–		–		–		863,753			—		863,753			—			863,753
Balance of January 1,2009 as further restated		2,698		26,648,154		7,525,777		34,924,629			11,127,505		80,228,763			23,270,820			103,499,583
Foreign currency translation gain	$	–		–		–		–			60,228		60,228			22,410			82,638
Shares issued for stock options exercised	$	6		420,234		–		–			–		420,240			–			420,240
Share-based compensation	$	-		446,676		–		–			–		446,676			–			446,676
Appropriation of retained earnings	$	-		-		798,756		(798,756	)		–		–			(3,944,619	)		(3,944,619	)
Net income (loss) for the year ended December 31, 2009	$	–		–		–		(26,440,871	)		–		(26,440,871	)		7,789,746			(18,651,125	)
Balance at December 31, 2009 restated	$	2,704	$	27,515,064	$	8,324,533	$	7,685,002		$	11,187,733	$	54,715,036		$	27,138,357		$	81,853,393
Foreign currency translation gain – restated		–		–		–		–			2,553,726		2,553,726			551,867			3,105,593
Shares issued for stock options exercised		7		278,893		–		–			–		278,900			–			278,900
Share-based compensation		-		422,714		–		–			–		422,714			–			422,714
Appropriation of retained earnings		–		–		443,264		(443,264	)		–		–			(3,288,909	)		(3,288,909	)
Net income for the period ended September 30, 2010 - restated		–		–		–		39,436,540			–		39,436,540			8,227,985			47,664,525
Balance at September 30, 2010 restated	$	2,711	$	28,216,671	$	8,767,797	$	46,678,278		$	13,741,459	$	97,406,916		$	32,629,300		$	130,036,216

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

China Automotive Systems, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended September 30,
	2010			2009
	As Restated-Note 2			As Restated-Note 2
Cash flows from operating activities:
Net income	$	47,664,525		$	3,803,192
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Stock-based compensation		422,714			321,663
Depreciation and amortization		6,955,969			5,940,068
Allowance for doubtful accounts (Recovered)		(1,127,767	)		(1,484,680	)
Deferred income taxes assets		(540,385	)		(531,244	)
Amortization for discount of Convertible Note payable		—			3,891,148
(Gain) loss on change in fair value of derivative		(14,122,730	)		12,554,150
Other operating adjustments		324,963			(226,916)
Changes in operating assets and liabilities:
(Increase) decrease in:
Pledged deposits		(8,012,615	)		(2,505,479	)
Accounts and notes receivable		(22,430,886	)		(33,727,451	)
Advance payments and other		(678,156	)		(593,563	)
Inventories		(12,728,686	)		(2,794,500	)
Accounts and notes payable		33,298,924			30,025,373
Customer deposits		(34,138	)		316,133
Accrued payroll and related costs		67,681			346,723
Accrued expenses and other payables		1,149,656			5,424,338
Accrued pension costs		137,283			53,613
Taxes payable		(891,031	)		3,528,700
Advances payable		149,229			(317	)
Net cash provided by operating activities	$	29,604,550		$	24,340,951
Cash flows from investing activities:
(Increase) decrease in other receivables		(2,221,935	)		125,815
Cash received from equipment sales		396,489			678,132
Cash paid to acquire property, plant and equipment		(24,005,602	)		(8,814,876	)
Cash paid to acquire intangible assets		(60,586	)		(321,671	)
Net cash (used in) investing activities	$	(25,891,634	)	$	(8,332,600	)
Cash flows from financing activities:
Proceeds from bank loans		3,685,215			2,197,177
Dividends paid to the non-controlling interest holders of Joint-venture companies		(2,871,603	)		(4,176,583	)
Repayment of Convertible Note payable		-			(5,000,000	)
Shares issued for stock options exercised		278,900			8,790
Increase (decrease) in amounts due to shareholders/directors		97,406			(287,854	)
Net cash provided by (used in) financing activities	$	1,189,918		$	(7,258,470	)
Cash and cash equivalents affected by foreign currency	$	818,849		$	31,219
Net increase in cash and cash equivalents		5,721,683			8,781,100
Cash and cash equivalents at beginning of period		43,480,176			37,113,375
Cash and cash equivalents at end of period	$	49,201,859		$	45,894,475

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

China Automotive Systems, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited) (continued)

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

	Nine Months Ended September 30,
	2010		2009
Cash paid for interest	$	1,146,971	$	1,217,604
Cash paid for income taxes	$	5,362,363	$	3,113,660

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

China Automotive Systems, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Three Months and Nine Months Ended September 30, 2010 and 2009

1.	Organization and Business

China Automotive Systems, Inc., “China Automotive”, was incorporated in the State of Delaware on June 29, 1999 under the name Visions-In-Glass, Inc. China Automotive, including, when the context so requires, its subsidiaries and the subsidiaries’ interests in the Sino-foreign joint ventures described below, is referred to herein as the “Company”. The Company is primarily engaged in the manufacture and sale of automotive systems and components, as described below.

Great Genesis Holdings Limited, a company incorporated on January 3, 2003 under The Companies Ordinance in Hong Kong as a limited liability company, “Genesis”, is a wholly-owned subsidiary of the Company.

Henglong USA Corporation, “HLUSA”, incorporated on January 8, 2007 in Troy, Michigan, is a wholly-owned subsidiary of the Company, and mainly engages in marketing of automotive parts in North America, and provides after sales service and research and development support accordingly.

The Company owns the following aggregate net interests in nine Sino-foreign joint ventures organized in the PRC as of September 30, 2010 and 2009.

	Percentage Interest
Name of Entity	September 30, 2010			September 30, 2009
Shashi Jiulong Power Steering Gears Co., Ltd., “Jiulong”		81.00	%		81.00	%
Jingzhou Henglong Automotive Parts Co., Ltd., “Henglong”		80.00	%		80.00	%
Shenyang Jinbei Henglong Automotive Steering System Co., Ltd., “Shenyang”		70.00	%		70.00	%
Zhejiang Henglong & Vie Pump-Manu Co., Ltd., “Zhejiang”		51.00	%		51.00	%
Universal Sensor Application Inc., “USAI”		83.34	%		83.34	%
Wuhan Jielong Electric Power Steering Co., Ltd., “Jielong”		85.00	%		85.00	%
Wuhu HengLong Automotive Steering System Co., Ltd., “Wuhu”		77.33	%		77.33	%
Jingzhou Hengsheng Automotive System Co., Ltd, “Hengsheng”		100.00	%		100.00	%
Jingzhou Henglong Automotive Technology (Testing) Center, “Testing Center”		80.00	%		-	%

Jiulong was established in 1993 and mainly engages in the production of integral power steering gear for heavy-duty vehicles.

Henglong was established in 1997 and mainly engages in the production of rack and pinion power steering gear for cars and light duty vehicles.

In December 2009, Henglong, a subsidiary of Genesis, formed Jingzhou Henglong Automotive Technology (Testing) Center, “Testing Center”, which is mainly engaged in research and development of new products. The registered capital of Testing Center is RMB 30,000,000 ($4,393,544 equivalent).

Shenyang was established in 2002 and focuses on power steering parts for light duty vehicles.

Zhejiang was established in 2002 to focus on power steering pumps.

USAI was established in 2005 and mainly engages in production and sales of sensor modules.

Jielong was established in 2006 and mainly engages in production and sales of electric power steering, “EPS”.

Wuhu was established in 2006 and mainly engages in production and sales of automobile steering systems.

Hengsheng was established in 2007 and mainly engages in production and sales of automobile steering systems.

On February 11, 2010, the registered capital of Hengsheng was increased to $16,000,000 from $10,000,000.

On January 24, 2010, Genesis entered into a joint venture contract with Beijing Hainachuan Auto Parts Co., Ltd., to establish a joint venture company, Beijing Henglong Automotive System Co., Ltd., “Beijing Henglong”, to design, develop and manufacture both hydraulic and electric power steering systems and parts. On October 19, 2010, both parties agreed to change the Joint venture company’s investor into Hengsheng from Genesis, and left the other terms of the joint venture contract unchanged. Under PRC laws, the establishment of Beijing Henglong and the effectiveness of the equity joint venture contract are subject to approval by Administration of Industry and Commerce in Beijing.

2.	Restatement

The Company has restated its previously issued consolidated financial statements for the periods ended September 30, 2010 and 2009, for matters related to the following previously reported items: financial expenses and accrued interest; gain (loss) on the change in fair value of derivative liabilities; and derivative liabilities. The financial data set forth below as of September 30, 2010 and 2009, have been restated to reflect those corrections. Also, retained earnings and noncontrolling interest as at January 1, 2009, decreased by $1,965,640 and $48,254, respectively, as a result of adjustments to accumulated depreciation and deferred tax assets previously reported and previously unrecorded financial expenses in 2008.

Following is a summary of adjustments on the restatement for the three and nine months ended September 30, 2010 (unaudited):

	Three Months Ended September 30, 2010			Nine Months Ended September 30, 2010
Increase of previously reported financial expense	$	(436,105	)	$	(1,003,649	)
Increase of previously reported gain on change in fair value of derivative liabilities		8,178,272			13,369,733
Subtotal		7,742,167			12,366,084
Deferred tax assets related to accrued interest of Convertible Notes*		190,166			463,451
Valuation allowance*		(190,166	)		(463,451	)
Total increase in net earnings for the three and nine months ended September 30, 2010	$	7,742,167		$	12,366,084

*The Company accrued valuation allowance against its deferred tax assets while it accrued and restated loss related to deferred income tax income.

Following is a summary of adjustments resulting from the restatement for the three and nine months ended September 30, 2009 (unaudited):

	Three Months Ended September 30, 2009			Nine Months Ended September 30, 2009
Increase of previously reported financial expense, increase of related liabilities ( Convertible Notes payable, accrued interest)	$	(563,993	)	$	(6,016,929	)
Increase of previously reported gain on change in fair value of derivative liabilities, decrease of derivative liabilities		(18,053,123	)		(13,145,661	)
Subtotal		(18,617,116	)		(19,162,590	)
Deferred tax assets related to accrued interest of Convertible Notes*		234,376			958,446
Valuation allowance*		(234,376	)		(958,556	)
Total reduction in net earnings for the three and nine months ended September 30, 2009	$	(18,617,116	)	$	(19,162,590	)

*The Company accrued valuation allowance against its deferred tax assets while it accrued and restated loss related to deferred income tax income.

Due to the adjustments to restate the 2009 financial statements, the effect on the Company’s previously issued balance sheet as of September 30, 2010 (unaudited) is summarized as follows:

	Previously Reported		Increase (Decrease)			Restated
Current assets:
Current deferred tax assets (a)	$	2,891,740	$	1,465,575		$	4,357,315
Total current assets		299,047,384		1,465,575			300,512,959

Long-term Assets:
Property, plant and equipment, net (b)		66,977,567		(1,997,533	)		64,980,034
Non-current deferred tax assets (c)		1,278,198		1,907,172			3,185,370
Total assets		388,884,617		1,375,214			390,259,831

Current liabilities:
Convertible Notes payable (d)		28,961,253		1,038,747			30,000,000
Compound derivative liabilities (e)		127,012		31,193,764			31,320,776
Accrued payroll and related costs (f)		3,165,578		1,566,907			4,732,485
Accrued expenses and other payables (g)		14,647,357		6,087,919			20,735,276
Taxes payable (h)		10,686,208		119,383			10,805,591
Total current liabilities		215,839,357		40,006,720			255,846,077
Total liabilities		220,216,895		40,006,720			260,223,615

Stockholders' equity
Retained earnings-
Unappropriated- January 1, 2009		36,026,516		(1,965,640	)		34,060,876
Accumulated effect of adoption of ASC 815-40		—		863,753			863,753
Net income attributable to parent company- December 31, 2009		23,414,263		(49,855,134	)		(26,440,871	)
Unappropriated- December 31, 2009		58,642,023		(50,957,021	)		7,685,002
Net income attributable to parent company- September 30, 2010 (unaudited)		27,070,456		12,366,084			39,436,540
Unappropriated- September 30, 2010 (unaudited)		85,269,215		(38,590,937	)		46,678,278
Accumulated other comprehensive income- December 31, 2009		11,187,744		(11	)		11,187,733
Foreign currency translation gain – September 30, 2010 (unaudited)		2,558,857		(5,131	)		2,553,726
Accumulated other comprehensive income- September 30, 2010 (unaudited)		13,746,601		(5,142	)		13,741,459
Total parent company stockholders' equity		136,002,995		(38,596,079	)		97,406,916
Non-controlling interests- January 1, 2009		23,222,566		48,254			23,270,820
Net income attributable to noncontrolling interest- December 31, 2009		7,872,813		(83,067	)		7,789,746
Foreign currency translation gain (loss) - December 31, 2009		22,365		45			22,410
Non-controlling interests- December 31, 2009		27,173,125		(34,768	)		27,138,357
Foreign currency translation gain – September 30, 2010 (unaudited)		552,527		(660	)		551,867
Non-controlling interests- September 30, 2010 (unaudited)		32,664,727		(35,427	)		32,629,300
Total stockholders' equity		168,667,722		(38,631,506	)		130,036,216
Total liabilities and stockholders' equity	$	388,884,617	$	1,375,214		$	390,259,831

(a)

The adjustment represents the deferred tax assets arising from the provision for doubtful debt, prepaid income tax for unrealized profits for intra-group purchase and sale, accrued labour cost and accrued interest on the convertible notes payable, which were not previously accounted for.

(b)

The adjustment represents the accumulated depreciation by which the depreciation expenses were understated in prior years.

(c)

The adjustment represents the deferred tax assets arising from the timing difference associated with the depreciation expenses as noted in (b) above.

(d)

The adjustment is to accrete the convertible note payable to its full face value in fiscal 2009 upon the WAP default.

(e)

The adjustment represents the valuation of the embedded derivative at its fair value as of December 31, 2009.

(f)

The adjustment represents the payroll and bonus expenses of certain of the Company’s joint venture subsidiaries which were previously recorded under the cash basis.

(g)

The adjustment represents for the make-whole redemption amount on the convertible note payable.

(h)

The adjustment represents the withholding tax levied on dividends distributed by domestic companies to their foreign investors when the dividends are remitted out of China.

Statement of operations data for the nine months ended September 30, 2010 (unaudited):

	Previously Reported			Increase (Decrease)			Restated
Financial income (expenses)	$	(1,052,782	)	$	(1,003,649	)	$	(2,056,431	)
Gain (loss) on change in fair value of derivative		752,997			13,369,733			14,122,730
Income (loss) before income taxes		41,741,412			12,366,084			54,107,496
Net income (loss)		35,298,441			12,366,084			47,664,525
Net income (loss) attributable to parent company	$	27,070,456		$	12,366,084		$	39,436,540

Statement of operations data for the three months ended September 30, 2010 (unaudited):

	Previously Reported			Increase (Decrease)			Restated
Financial income (expenses)	$	(271,422	)	$	(436,105	)	$	(707,527	)
Gain (loss) on change in fair value of derivative		509,705			8,178,272			8,687,977
Income (loss) before income taxes		12,409,656			7,742,167			20,151,823
Net income (loss)		10,543,499			7,742,167			18,285,666
Net income (loss) attributable to parent company	$	8,193,219		$	7,742,167		$	15,935,386

Statement of operations data for the nine months ended September 30, 2009 (unaudited):

	Previously Reported			Increase (Decrease)			Restated
Financial income (expenses)	$	(1,318,829	)	$	(6,016,929	)	$	(7,335,758	)
Gain (loss) on change in fair value of derivative		591,511			(13,145,661	)		(12,554,150	)
Income (loss) before income taxes		27,679,906			(19,162,590	)		8,517,316
Net income (loss)		22,965,782			(19,162,590	)		3,803,192
Net income (loss) attributable to parent company	$	16,891,672		$	(19,162,590	)	$	(2,270,918	)

Statement of operations data for the three months ended September 30, 2009 (unaudited):

	Previously Reported			Increase (Decrease)			Restated
Financial income (expenses)	$	(401,121	)	$	(563,993	)	$	(965,114	)
Gain (loss) on change in fair value of derivative		3,129,794			(18,053,123	)		(14,923,329	)
Income (loss) before income taxes		12,383,109			(18,617,116	)		(6,234,007	)
Net income (loss)		10,593,273			(18,617,116	)		(8,023,843	)
Net income (loss) attributable to parent company	$	8,556,511		$	(18,617,116	)	$	(10,060,605	)

3. Basis of Presentation and Significant Accounting Policies

(a) Basis of Presentation

Basis of Presentation - For the three months and nine months ended September 30, 2010 and 2009, the accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. The subsidiaries include nine Sino-foreign Joint-ventures mentioned in Note 1. Significant inter-company balances and transactions have been eliminated upon consolidation. The unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.

Comments - The accompanying interim condensed consolidated financial statements are unaudited, but in the opinion of the Company’s management, contain all adjustments, which include normal recurring adjustments, necessary to present fairly the financial position, the results of operations and cash flows for the three months and nine months ended September 30, 2010 and 2009 respectively.

The consolidated balance sheet as of December 31, 2009 is derived from the Company’s audited financial statements.

Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although the Company’s management believes that the disclosures contained in these financial statements are adequate to make the information presented therein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s 2009 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission.

The results of operations for the nine months ended September 30, 2010 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2010.

(b) Significant Accounting Policies

Foreign Currencies - The Company’s subsidiaries based in China maintain their books and records in Renminbi, “RMB”, the currency of the PRC, its functional currency. In accordance with guidance now incorporated in ASC Topic 830 (formerly FAS 52), foreign currency transactions in RMB are reflected using the temporal method. Under this method, all monetary items are translated into the functional currency at the rate of exchange prevailing at the balance sheet date. Non-monetary items are translated at historical rates. Income and expenses are translated at the rate in effect on the transaction dates. Transaction gains and losses, if any, are included in the determination of net income for the period. The Parent Company (CAAS) and Henglong USA Corporation (HLUSA) maintain their books and records in United States Dollars, “USD”, the currency of the United States, its functional currency.

In translating the financial statements of the Company’s China subsidiaries from its functional currency into its reporting currency in United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholders’ equity.

Stock-Based Compensation - The Company may periodically issue shares of common stock for services rendered or for financing costs. Such shares will be valued based on the market price on the transaction date. The Company may periodically issue stock options to employees and stock options or warrants to non-employees in non-capital raising transactions for services and for financing costs.

In July 2004, the Company adopted a stock incentive plan. The maximum number of common shares for issuance under this plan is 2,200,000 with a period of 10 years. The stock incentive plan provides for the issuance, to the Company’s officers, directors, management and employees, of options to purchase shares of the Company’s common stock. Since the adoption of the stock incentive plan, the Company has issued 433,850 stock options under this plan, and there remain 1,766,150 stock options issuable in the future. As of September 30, 2010, the Company had [279,401] stock options outstanding.

The Company has adopted ASC Topic 718 (formerly SFAS 123R), “Accounting for Stock-Based Compensation”, which establishes a fair value method of accounting for stock-based compensation plans. In accordance with guidance now incorporated in ASC Topic 718, the cost of stock options and warrants issued to employees and non-employees is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive benefit, which is generally the vesting period.

Comprehensive Income - The Company has adopted ASC Topic 220 (formerly SFAS No. 130), “Reporting Comprehensive Income”. ASC Topic 220 establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general purpose financial statements. ASC Topic 220 defines comprehensive income to include all changes in equity except those resulting from investments by owners and distributions to owners, including adjustments to minimum pension liabilities, accumulated foreign currency translation, and unrealized gains or losses on marketable securities.

Derivatives – Effective January 1, 2009, the Company adopted and applied the amendments to ASC 815 Derivatives and Hedging Activities that revised the definition of “indexed to a company’s own stock” for purposes of continuing classification of the Company’s derivative financial instruments that are linked to the Company’s common stock. Derivative financial instruments, including those that are embedded in other financial instruments, may be classified in equity only when they both are indexed to the Company’s common stock and meet certain conditions for equity classification. Under the revised definition, an instrument (or embedded feature) is indexed to an entity's own stock if its settlement amount will equal the difference between the fair value of a fixed number of the entity's equity shares and a fixed monetary amount. On the effective date of the amendment, the embedded conversion option that is embedded in the Company’s Convertible Notes Payable (see Note 15) no longer met the definition because it embodied certain anti-dilution protections that did not achieve the fixed-for-fixed criteria described above. As a result, the embedded conversion feature required bifurcation, classification in liabilities and measurement at fair value. The Company will be required to re-measure the bifurcated derivative at fair value, with changes reflected in the Company’s income, until the Convertible Notes are settled.

The Company has accounted for this change in accounting principle by reflecting the cumulative effect as an adjustment to the Company’s beginning retained earnings during the Company’s year ended December 31, 2009. The cumulative effect adjustment that the Company made is the difference between the amounts that the Company recognized related to the Convertible Notes Payable before the initial application of the amended principle and the amounts that would have been recognized if the amended guidance had been applied from the issuance date of the Convertible Notes Payable, which was February 15, 2008. The following table illustrates the differences that comprise the cumulative effect:

	(Effective Date January 1, 2009)
Financial Instrument:	As Recorded		As Adjusted		Cumulative Effect
Convertible Notes Payable	$	34,339,807	$	31,108,852	$	3,230,955
Derivative liabilities		—		2,367,202		(2,367,202	)
	$	34,339,807	$	33,476,054	$	863,753

The cumulative effect gives effect to the reallocation of proceeds that arose from the February 15, 2008 financing transaction discussed in Note 14 on the financing date. The following table illustrates the reallocation as if the amended provisions of ASC 815 had been in effect on the financing date:

	(Financing Date February 15, 2008)
Financial Instrument:	Original Allocation		Amended Allocation		Difference
Convertible Notes Payable	$	34,201,374	$	28,379,704	$	5,821,670
Derivative liabilities		—		5,821,670		(5,821,670	)
Warrants		798,626		798,626		—
	$	35,000,000	$	35,000,000	$	—

The cumulative effect change in accounting principle on the effective date reflects (i) the difference in the financing date allocation of proceeds, (ii) the resulting change in the amortization of the debt discount that results from the revised allocation and (iii) the changes in the fair values of the derivative liabilities that would have been recorded had the amended standard been in effect since the financing date.

Financial Instruments – Financial instruments consist of cash, evidence of ownership in an entity, and contracts that both (i) impose on one entity a contractual obligation to deliver cash or another financial instrument to a second entity, or to exchange other financial instruments on potentially unfavorable terms with the second entity, and (ii) conveys to that second entity a contractual right (a) to receive cash or another financial instrument from the first entity, or (b) to exchange other financial instruments on potentially favorable terms with the first entity. Inputs to the valuation methodology for Level I are quoted prices (unadjusted) for identical assets or liabilities in active markets. Inputs to the valuation methodology Level 2 include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Inputs to the valuation methodology for Level 3 are unobservable and significant to the fair value. Consideration is also given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Fair Value Measurements - The Company has adopted the provisions of ASC Topic 820 (formerly SFAS 157), “Fair Value Measurements”, except as it applies to those nonfinancial assets and nonfinancial liabilities. ASC Topic 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. In February 2008, FASB Staff delayed the effective date of ASC Topic 820 for all nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).

Noncontrolling Interests in Consolidated Financial Statements - In December 2007, the FASB issued guidance now incorporated in ASC Topic 810 “Consolidation” (formerly Statement of Financial Accounting Standards (“SFAS”) 160). The guidance clarifies the accounting for noncontrolling interests and establishes accounting and reporting standards for the noncontrolling interest in a subsidiary, including classification as a component of stockholders’ equity. This guidance was effective for the Company’s fiscal year beginning January 1, 2009. The Company has adopted this guidance in its consolidated financial statements for the period ended September 30, 2010.

In June 2008, the FASB’s Emerging Issues Task Force reached a consensus regarding ASC 815-40 (formerly EITF 07-5), “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock” (ASC 815-40, formerly EITF 07-5). ASC 815-40 (formerly EITF 07-5) outlines a two-step approach to evaluate the instrument’s contingent exercise provisions, if any, and to evaluate the instrument’s settlement provisions when determining whether an equity-linked financial instrument (or embedded feature) is indexed to an entity’s own stock. ASC 815-40 (formerly EITF 07-5) is effective for fiscal years beginning after December 15, 2008 and must be applied to outstanding instruments as of the beginning of the fiscal year of adoption as a cumulative-effect adjustment to the opening balance of retained earnings. Early adoption is not permitted. The adoption of EITF 07-5 had a material impact on the Company’s consolidated financial statements.

In June 2009, the Financial Accounting Standards Board (FASB) approved the “FASB Accounting Standards Codification” (“Codification”, “FASB ASC”) as the single source of authoritative generally accepted accounting principles (GAAP) and created a new Topic 105, Generally Accepted Accounting Principles , in the General Principles and Objective Section of the Codification. Topic 105 is effective for interim and annual periods ending after September 15, 2009, and its adoption did not have an impact on the Company’s financial condition or results of operation

In October 2009, the FASB issued ASU No. 2009-13, Revenue Recognition (ASC Topic 605) - Multiple-Deliverable Revenue Arrangements, a consensus of the FASB Emerging Issues Task Force. This guidance modifies the fair value requirements of ASC subtopic 605-25, Revenue Recognition-Multiple Element Arrangements by allowing the use of the “best estimate of selling price” in addition to vendor-specific objective evidence (VSOE) and verifiable objective evidence (VOE) (now referred to as TPE standing for third-party evidence) for determining the selling price of a deliverable. A vendor is now required to use its best estimate of the selling price when VSOE or TPE of the selling price cannot be determined. This update is effective for fiscal years beginning on or after June 15, 2010. However, early adoption is allowed. The Company has adopted this guidance. The adoption of this guidance did not have a material impact on the Company’s consolidated results of operations and financial position.

In January 2010, FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (ASC Topic 820) — Improving Disclosures About Fair Value Measurements. The ASU requires new disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Other than requiring additional disclosures, the adoption of this new guidance will not have a material impact on the Company’s consolidated results of operations and financial position.

In February 2010, FASB issued ASU 2010-09 Subsequent Event (Topic 855) Amendments to Certain Recognition and Disclosure Requirements. ASU 2010-09 removes the requirement for a SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of GAAP. All of the amendments in ASU 2010-09 are effective upon issuance of the final ASU, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. The Company adopted ASU 2010-09 in February 2010 and did not disclose the date through which subsequent events have been evaluated.

In April 2010, the FASB issued Accounting Standards Update (ASU) No.2010-17, Revenue Recognition — Milestone Method (ASU 2010-17). ASU 2010-17 provides guidance in applying the milestone method of revenue recognition to research or development arrangement. Under this guidance a company may recognize revenue contingent upon the achievement of a milestone in its entirety, in the period in which the milestone is achieved, only if the milestone meets all the criteria within the guidance to be considered substantive. This ASU is effective on a prospective basis for research and development milestones achieved in fiscal years, beginning on or after June 15, 2010, which for the Company is no later than January 1, 2011. Early adoption is permitted; however, adoption of this guidance as of a date other than January 1, 2011 will require the Company to apply this guidance retrospectively effective as of January 1, 2010 and will require disclosure of the effect of this guidance as applied to all previously reported interim periods in the fiscal year of adoption. The effect of this guidance will be limited to future transactions. The Company does not expect adoption of this standard to have a material impact on its financial position or results of operations as it has no material research and development arrangements which will be accounted for under the milestone method.

In July 2010, the FASB issued Accounting Standards Update No. 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses (“ASU 2010-20”). ASU 2010-20 amends existing disclosure guidance to require an entity to provide a greater level of disaggregated information about the credit quality of its financing receivables and its allowance for credit losses. ASU 2010-20 is effective for fiscal and interim periods ending after December 15, 2010. The Company will review the requirements under the standard to determine what impacts, if any, the adoption of the standard would have on our consolidated financial statement.

4. Pledged cash deposits

Pledged as guarantee for its notes payable, the Company regularly pays some of its suppliers by bank notes. The Company has to deposit a cash deposit, equivalent to 30% - 40% of the face value of the relevant bank note, at a bank in order to obtain the bank note.

5. Accounts and notes receivable

The Company’s accounts receivable at September 30, 2010 (unaudited) and December 31, 2009 are summarized as follows:

	September 30, 2010			December 31, 2009
Accounts receivable	$	106,900,633		$	104,120,926
Notes receivable		79,060,458			56,062,744
		185,961,091			160,183,670
Less: allowance for doubtful accounts		(4,115,589	)		(5,320,378	)
Balance at the end of the period	$	181,845,502		$	154,863,292

Notes receivable represent accounts receivable in the form of bills of exchange whose acceptances and settlements are handled by banks.

The activity in the Company’s allowance for doubtful accounts during the nine months ended September 30, 2010 (unaudited) and the year ended December 31, 2009 are summarized as follows:

	September 30, 2010			December 31, 2009
Balance at beginning of period	$	5,320,378		$	4,910,478
Amounts provided (recovered) during the period		(1,182,987	)		406,228
Foreign currency translation gain (loss)		(21,802	)		3,672
Balance at the end of the period	$	4,115,589		$	5,320,378

6. Other receivables

The Company’s other receivables at September 30, 2010 (unaudited) and December 31, 2009 are summarized as follows:

	September 30, 2010			December 31, 2009
Other receivables	$	3,980,336		$	1,804,334
Less: allowance for doubtful accounts		(702,165	)		(740,110	)
Balance at the end of the period	$	3,278,171		$	1,064,224

Other receivables consist of amounts advanced to both related and unrelated parties, primarily as unsecured demand loans, with no stated interest rate or due date.

The activity in the Company’s allowance for doubtful accounts of other receivable during the nine months ended September 30, 2010 (unaudited) and the year ended December 31, 2009 are summarized as follows:

	September 30, 2010			December 31, 2009
Balance at beginning of the period	$	740,110		$	659,837
Amounts provided during the period		38,930			79,618
Foreign currency translation gain (loss)		(76,875	)		655
Balance at the end of the period	$	702,165		$	740,110

7. Inventories

The Company’s inventories at September 30, 2010 (Unaudited) and December 31, 2009 consisted of the following:

	September 30, 2010			December 31, 2009
Raw materials	$	15,644,318		$	10,683,448
Work in process		8,069,044			6,824,137
Finished goods		19,492,647			12,017,195
		43,206,009			29,524,780
Less: provision for loss		(2,338,935	)		(2,109,083	)
Balance at the end of the period	$	40,867,074		$	27,415,697

8. Property, plant and equipment

The Company’s property, plant and equipment at September 30, 2010 (unaudited) and December 31, 2009 are summarized as follows:

	September 30, 2010			December 31, 2009
	As Restated– note 2			As Restated– note 2
Land use rights and buildings	$	35,897,061		$	33,100,702
Machinery and equipment		72,494,384			62,982,885
Electronic equipment		5,427,275			5,054,502
Motor vehicles		2,893,263			2,634,696
Construction in progress		2,756,020			1,939,256
		119,468,003			105,712,041
Less: Accumulated depreciation		(54,487,969	)		(47,182,594	)
Balance at the end of the period	$	64,980,034		$	58,529,447

Depreciation charge for the nine months ended September 30, 2010 and the year ended December 31, 2009 are $6,910,835 and $8,429,863, respectively.

9. Intangible assets

The activities in the Company’s intangible asset account at September 30, 2010 (unaudited) and December 31, 2009 are summarized as follows:

	September 30, 2010			December 31, 2009
Costs:
Patent technology	$	1,410,288		$	1,384,037
Management software license		310,604			438,359
		1,720,892			1,822,396
Less: Amortization		(1,134,418	)		(1,261,007	)
Balance at the end of the period	$	586,474		$	561,389

10. Deferred Income Tax Assets

In accordance with the provisions of ASC Topic 740 “Income Taxes” (formerly SFAS 109), the Company assesses, on a quarterly basis, its ability to realize its deferred tax assets. Based on the more likely than not standard in the guidance and the weight of available evidence, the Company believes a valuation allowance against its deferred tax assets is necessary. In determining the need for a valuation allowance, the Company considered the following significant factors: an assessment of recent years’ profitability and losses; the Company’s expectation of profits based on margins and volumes expected to be realized (which are based on current pricing and volume trends); the long period - ten years or more in all significant operating jurisdictions — before the expiry of net operating losses, noting further that a portion of the deferred tax asset is composed of deductible temporary differences that are subject to an expiry period until realized under tax law. The Company will continue to evaluate the provision of valuation allowance in future periods.

The components of estimated deferred income tax assets at September 30, 2010 (unaudited) and December 31, 2009 were as follows:

	September 30, 2010			December 31, 2009
	As Restated– note 2			As Restated– note 2
Losses carry-forward (U.S.)	$	2,064,800		$	2,089,985
Losses carry-forward (PRC)		572,455			659,774
Product warranties and other reserves		3,596,514			3,164,674
Property, plant and equipment		3,301,965			3,112,550
Accrued make-whole interest expense for convertible notes		2,130,771			1,667,320
Share-based compensation		397,296			289,705
Bonus accrual		174,224			306,030
Other		586,577			395,649
		12,824,602			11,685,687
Valuation allowance *		(5,281,917	)		(4,821,210	)
Total deferred tax assets**	$	7,542,685		$	6,864,477

*As of September 30, 2010, valuation allowance was $5,281,917, including $4,592,867 allowance for the Company’s deferred tax assets in the U.S. and $689,050 allowance for the Company’s non-U.S. deferred tax assets. Based on the Company’s current operations in the U.S., the management believes that the deferred tax assets in the U.S. are not likely to be realized in the future. For the non-U.S. deferred tax assets, pursuant to certain tax laws and regulations in China, the management believes such amount will not be used to offset future taxable income.

** Approximately $3,185,370 and $2,998,124 of deferred income tax asset as of September 30, 2010 and December 31, 2009, respectively, are included in non-current deferred tax assets in the accompanying consolidated balance sheets. The remaining $4,357,315 and $3,886,353 of deferred income tax asset as of September 30, 2010 and December 31, 2009, respectively, are included in the current deferred tax assets.

11. Bank loans

At September 30, 2010, the Company, through its Sino-foreign joint ventures, had outstanding fixed-rate short-term bank loans of $8,953,754, with weighted average interest rate at 5.31% per annum. These loans are secured with some of the property and equipment of the Company, and are repayable within one year.

At December 31, 2009, the Company, through its Sino-foreign joint ventures, had outstanding fixed-rate short-term bank loans of $5,125,802, with weighted average interest rate at 5.68% per annum. These loans are secured with some of the property and equipment of the Company and are repayable within one year.

12. Accounts and notes payable

The Company’s accounts and notes payable at September 30, 2010 (unaudited) and December 31, 2009 are summarized as follows:

	September 30, 2010		December 31, 2009
Accounts payable	$	86,139,428	$	69,454,231
Notes payable		57,159,317		38,041,602
Balance at the end of the period	$	143,298,745	$	107,495,833

Notes payable represent accounts payable in the form of bills of exchange whose acceptances and settlements are handled by banks.

The Company has pledged cash deposits, accounts receivable and certain property plant and machinery to secure comprehensive credit facility granted by banks.

13. Convertible Notes payable

In February 2008, the Company sold to two accredited institutional investors $35 million of convertible notes, the "Convertible Notes", with a scheduled maturity date of February 15, 2013. The Convertible Notes, including any accrued but unpaid interest, are convertible into common shares of the Company at a conversion price of $8.8527 per share, subject to adjustment upon the occurrence of certain events.

The Convertible Notes bear annual interest rates of 3%, 3.5%, 4%, 4.5% and 5% for each year of 2008, 2009, 2010, 2011 and 2012. The interest on the Convertible Notes shall be computed commencing from the issuance date and will be payable in cash in arrears semi-annually on January 15, and July 15 of each year with the first interest payable date being July 15, 2008. From and after the occurrence and during the continuance of an Event of Default defined in the relevant Convertible Note agreements, the interest rate then in effect shall be increased by two percent (2%) until the event of default is remedied.

The holders of the Convertible Notes will be entitled to convert any portion of the conversion amount into shares of common stock at the conversion price at any time or times on or after the thirtieth (30th) day after the issuance date and prior to the thirtieth (30th) Business Day prior to the expiry date of the Convertible Notes. A damage penalty will be paid if share certificates are not delivered timely after any conversion.

The Company will have the right to require the Convertible Note holders to convert a portion of the conversion amount then remaining under the Convertible Note obligation into shares of common stock, “ Mandatory Conversion”, if at any time during a six-month period, the beginning day of each such six-month period, a “Mandatory Conversion Period Start Date”, the arithmetic average of the weighted average price of the common stock for a period of at least thirty (30) consecutive trading days following the Mandatory Conversion Period Start Date equals or exceeds the percentage set forth in the chart below multiplied by $ 8.8527 as applicable to the indicated six month period:

0-6 months:	125	%
6-12 months:	125	%
12-18 months:	135	%
18-24 months:	135	%
24-30 months:	145	%
30-36 months:	145	%
36-42 months:	155	%
42-48 months:	155	%

The Company will not effect a Mandatory Conversion of more than twelve percent (12%) of the original principal amount of the Convertible Notes, with the applicable accrued but unpaid interest, in any six month period or twenty-four percent (24%) of the original principal amount of the Convertible Notes, with the applicable accrued but unpaid interest, in any twelve (12) month period.

On each six month anniversary of the issuance date beginning August 15, 2008, the conversion price will be adjusted downward to the Reset Reference Price, as defined below, if the weighted average price for the twenty (20) consecutive trading days immediately prior to the applicable six month anniversary, the “Reset Reference Price”, is less than 95% of the conversion price in effect as of such applicable six month anniversary date. The foregoing notwithstanding, the conversion price will not be reduced via such reset provision to less than $7.0822. The conversion price is also subject to weighted-average antidilution adjustments, but in no event will the conversion price be reduced to less than $6.7417. If and whenever on or after the issuance date, the Company issues or sells its shares of Common Stock or other convertible securities, except for certain defined exempt issuances, for a consideration per share less than a price equal to the conversion price in effect on the issuance date immediately prior to such issue or sale, the original conversion price then in effect shall be adjusted by a weighted-average antidilution formula, but in no event to a new conversion price less than $6.4717.

The Company will not effect any conversion of the Convertible Notes, and each holder of the Convertible Notes will not have the right to convert any portion of the Convertible Notes to the extent that after giving effect to such conversion, such holders would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion.

As indicated above, according to the terms of the Convertible Notes, the conversion price was reset to $7.0822 as of August 15, 2008 based on the weighted average price of the stock on that date. In accordance with ASC Topic 470 (formerly EITF 00-27), a contingency feature that cannot be measured at inception of the instrument should be recorded when the contingent event occurs. Therefore, on the date of the reset, the difference in the number of indexed shares prior to the reset was compared to the indexed shares subsequent to the reset and this incremental number of shares was multiplied by the commitment date stock price to determine the incremental intrinsic value that resulted from the adjustment to the conversion price. At the commitment date, as the effective conversion price was higher than the market value of the stock, no beneficial conversion feature was present and therefore, no beneficial conversion charge was recorded.

As of August 15, 2008, the number of indexed shares was 3,953,596 and 4,941,967 at the inception conversion price and reset conversion price, respectively. At the commitment date, the stock price was $6.09, and the “effective” conversion price was $6.93. Accordingly, since the effective conversion price was higher than the market value of the stock, the debt instruments are not considered "in the money" and no beneficial conversion feature is present.

Upon the occurrence of an event of default with respect to the Convertible Notes, the Convertible Note holders may require the Company to redeem all or any portion of the Convertible Notes. Each portion of the Convertible Notes subject to redemption by the Company will be redeemed by the Company at a price equal to the sum of (i) the conversion amount to be redeemed and (ii) the Other Make Whole Amount. The “Other Make Whole Amount” will mean a premium to the conversion amount such that the total amount received by the Convertible Note holder upon redemption represents a gross yield to the Convertible Note holders on the original principal amount as of the redemption date equal to thirteen percent (13%), with interest computed on the basis of actual number of days elapsed over a 360-day year. The events of default includes the Company’s failure to cure a conversion failure by delivery of the required number of shares of Common Stock, the Company’s failure to pay to the Convertible Note holder any amount of principal, interest, late charges or other amounts when and as due under the Convertible Notes and other events as defined in the Convertible Note agreements. Any amount of principal, interest or other amount due under the Convertible Notes which is not paid when due shall result in a late charge of 18% being incurred and payable by the Company until such amount has been paid.

Upon the consummation of a change of control as defined in the Convertible Note agreements, the Convertible Note holder may require the Company to redeem all or any portion of the Convertible Notes. The portion of the Convertible Notes subject to redemption shall be redeemed by the Company in cash at a price equal to the sum of the conversion amount of being redeemed and the Other Make Whole Amount as defined above.

On each of February 15, 2010 and February 15, 2011, the Convertible Note holders will have the right, in their sole discretion, to require that the Company redeem the Convertible Notes in whole but not in part, by delivering written notice thereof to the Company. The portion of this Convertible Note subject to redemption pursuant to this annual redemption right will be redeemed by the Company in cash at a price equal to the sum of the conversion amount being redeemed and the Annual Redemption Make Whole Amount. The “Annual Redemption Make Whole Amount” will mean a premium to the conversion amount such that the total amount received by the Convertible Note holder upon any annual redemption represents a gross yield on the original principal amount of eleven percent (11%), with interest computed on the basis of actual number of days elapsed over a 360-day year.

In the event that the Company has not completed the necessary filings to list the conversion shares on its principal market by the date that is ninety (90) days after the issuance date or has not so listed the conversion shares by the date that is ninety (90) days after the issuance date or the shares of the Company’s common stock are terminated from registration under the Securities Act of 1933, the Convertible Note holders will have the right, in its sole discretion, to require that the Company redeem all or any portion of the Convertible Notes. The portion of the Convertible Notes subject to redemption in connection with this listing default will be redeemed by the Company in cash at a price equal to the sum of the conversion amount being redeemed and the Other Make Whole Amount as mentioned above.

At any time following February 15, 2009, if the Weighted Average Price (WAP) for twenty (20) consecutive trading days is less than 45% of the Conversion Price in effect on the Issuance Date, as adjusted, namely $3.187, the Convertible Note holder shall have the right, in its sole discretion, to require that the Company redeem all or any portion of the Convertible Notes. The portion of this Convertible Note subject to redemption in connection with the share price change of the underlying common stock will be redeemed by the Company in cash at a price equal to the sum of the conversion amount being redeemed and the Other Make Whole Amount as mentioned above.

Since the Company’s stock Weighted Average Price for twenty (20) consecutive trading days ended on March 16, 2009 was below $3.187, which is less than 45% of the Conversion Price in effect as of the Issuance Date, as adjusted, the “ WAP Default” , each Convertible Note holder had the right, at its sole discretion, to require that the Company redeem all or any portion of the Convertible Notes by delivering written redemption notice to the Company within five (5) business days after the receipt of the Company’s notice of the WAP Default.

On March 17, 2009, the Company delivered two WAP Default notices to the Convertible Note holders. On March 27, 2009, the Company received a letter from YA Global, one of the Convertible Note holders, electing to require the Company to redeem all the three Convertible Notes it held in the total principal amount of $5,000,000, together with interest, late charges, and the Other Make Whole Amount as defined in Section 5(d) of the Convertible Notes. After negotiation, the Company and YA Global reached a settlement agreement on April 8, 2009 and under the terms of the settlement agreement, the Company paid on April 15, 2009 a redemption amount of $5,041,667 to YA Global and YA Global waived its entitlement to the Other Make Whole Amount.

Following the WAP Default notices, the Company received a letter from the provisional liquidator acting on behalf of Lehman Brothers Commercial Corporation Asia Limited, the “LBCCA Liquidator”, the other Convertible Note holder, requesting an extension until April 24, 2009 to consider its rights under the Convertible Notes. The Company granted an extension to April 15, 2009. The LBCCA Liquidator further requested another extension to April 24, 2009. On April 24, 2009, LBCCA’s lawyers sent three Holder Redemption Notices via fax electing to redeem the entire outstanding principal of $30,000,000, together with interest, late charges, if any, and the Other Make Whole Amount, to be paid on July 23, 2009. The Company discussed settlement with the LBCCA Liquidator, and on or about July 22, 2009, the Company and the LBCCA Liquidator agreed to extend the applicable holder mandatory redemption date for two months to September 23, 2009 to give more time to pursue settlement discussion. The Company received a letter dated September 22, 2009 from the LBCCA Liquidator stating that upon the Company’s acceptance of the revocation, all holder redemption notices dated April 24, 2009 shall be immediately revoked as if they were never issued, and the letter and the revocation did not purport to amend, restate or supplement any other terms and conditions under the three Notes and the Securities Purchase Agreement dated 1 February 2008 between the Company and LBCCA Liquidator. The Company accepted such revocation on September 23, 2009.

In connection with the Convertible Notes, the Company issued 1,317,864 detachable warrants, the “Warrants,” to purchase from the Company shares of common stock of the Company at the exercise price of $8.8527 per share. The Warrants are exercisable immediately and expired on February 15, 2009. The Warrants require net cash settlement in the event that there is a fundamental transaction, contractually defined as a merger, sale of substantially all assets, tender offer or share exchange. Due to this contingent redemption provision, in accordance with guidance now incorporated in ASC Topic 480 (formerly SFAS 150), the warrants require liability classification and must be recorded at fair value each reporting period. As of the issuance date, i.e., February 15, 2008, the fair value of warrants was $798,626, which was determined using the Black-Scholes option pricing model.

On the issuance date, February 15, 2008, the Company has evaluated the convertible notes for terms and conditions that are not clearly and closely associated with the risks of the debt-type host instrument. Generally, such features require separation from the host contract and treatment as derivative financial instruments. Certain features, such as the conversion option, were found to be exempt, as they satisfied the conditions in ASC Topic 815 (formerly the paragraph 11(a) of SFAS 133) for instruments (1) indexed with the Company’s own stock, and (2) classified as equity in financial position statement. Other features, such as puts features were also found to be exempt based on the provision of ASC Topic 815 (formerly the paragraph 61(d) of SFAS 133), when they are clearly and closely associated with the risk of the debt-type host instrument, except (1) debt involving a substantial discount, and (2) put which is only contingently exercisable. The put feature that was embedded in the Company’s hybrid debt instrument satisfied the exemption conditions as (1) it is clearly and closely related to the host debt instrument, and (2) the debt does not involve a substantial discount, as the debt discount that the Company calculated was only 2% which is not considered a substantial discount.

When a financial instrument contains embedded derivatives that require bifurcation, such as the conversion option, redemption put, and freestanding instruments that are recorded at fair value each period, such as the warrants, the accounting is to record the embedded derivative and the freestanding instruments at fair value on inception and the residual proceeds are allocated to the debt instrument. Therefore, upon inception of the debt instruments, the Company recorded the warrants at fair value of $798,626. The remaining proceeds were then allocated to the debt instrument.

As more fully discussed in Note 3, on January 1, 2009, the Company adopted and applied the amendments to ASC 815 Derivatives and Hedging Activities (effective on January 1, 2009), and changed its accounting to conform to the amended rules in ASC 815-40 (formerly was EITF 07-5) relating to the classification of derivative financial instruments. As a result of adopting the amended provisions of ASC 815-40, the Company was required to bifurcate the embedded conversion feature from the Convertible Debt and classify the liabilities of the financial instrument at fair value. Accounting for the cumulative effect change in this accounting principle required the Company to record an adjustment to its beginning retained earnings during the year ended December 31, 2009 which is the difference between the amounts that it recognized related to the Convertible Notes Payable before the initial application of the amended principle and the amounts that would have been recognized if the amended guidance had been applied from the issuance date of the Convertible Notes Payable, which was February 15, 2008. The following table illustrates the differences that comprise the cumulative effect:

	Convertible notes payable
	Original Allocation		Amended Allocation
Value allocated to debt	$	34,201,374	$	28,379,704
Warrants		798,626		798,626
Compound Embedded Derivative		-		5,821,670
Face value of Convertible Notes payable	$	35,000,000	$	35,000,000
Unamortized discount		660,193		3,891,148
Unamortized value as of December 31, 2008	$	34,339,807		-
Fair value as of January 1, 2009		-	$	31,108,852

As indicated above, on the date of inception, allocation of basis in the financing arrangement to the warrants has resulted in an original issue discount to the face value of the Convertible Notes in the amount of $798,626, which amount is subject to amortization over the Convertible Notes’ term using the effective interest method. As of December 31, 2008, the amortization expense recorded by the Company was $138,433, and unamortized discount was $660,193. On January 1, 2009, the Company adopted and applied the amendments to ASC 815 Derivatives and Hedging Activities (effective on January 1, 2009), accounting for the cumulative effect change in this accounting principle resulting in $6,620,296, including $798,626 discount resulted from Warrants and $5,821,670 from the embedded conversion feature of the original unamortized discount and the subsequent amortization using the effective interest method. On January 1, 2009, unamortized discount was $3,891,148.

As indicated above, on March 17, 2009, as a result of the Company’s WAP Default, the Convertible Note holders elected to exercise their rights to require the Company to redeem the Convertible Notes including the make-whole redemption amount. The remaining amount of $3,891,148 unamortized discount was recorded to full face value of the Convertible Notes. On April 8, 2009, the Company and YA Global reached a settlement agreement, and the Company paid a redemption amount of $5,000,000 of the principal and $41,667 of interest to YA Global. On September 22, 2009, LBCCA Liquidator revoked the redemption notices that were sent on April 24, 2009, and continued to hold the Company’s Convertible Notes, of which the face value was $30,000,000. The Company accepted such revocation on September 23, 2009.

On each of September 30, 2010 and December 31, 2009, the carrying value of the Company’s Convertible Notes payable was $30,000,000.

14. Compound derivative liabilities

Effective January 1, 2009, the Company adopted the provisions of ASC 815 Derivatives and Hedging Activities that addresses the determination of whether an instrument meets the definition of a derivative being indexed to a company’s own stock for purposes of applying the scope exception as provided for in accordance with ASC 815-15. Upon adoption of the standard on the effective date, the embedded conversion option that is embedded in the Company’s Convertible Notes Payable (see Note 13) no longer met the definition because it embodied certain anti-dilution protections that is not based on input to the fair value of a fixed-for-fixed option. As a result, the embedded conversion feature required bifurcation, classification in liabilities and measurement at fair value at each reporting period, with changes reflected in earnings, until the Convertible Notes are settled.

The Company’s derivative financial instruments (liabilities) consisted of a compound embedded derivative that originated in connection with the Company’s Convertible Note Payable and Warrant Financing Arrangement. Derivative liabilities are carried at fair value.

The following table summarizes the compound derivative liabilities as of September 30, 2010 (unaudited) and December 31, 2009:

Financial Instrument	September 30, 2010		December 31, 2009
	As Restated– note 2		As Restated– note 2
Compound derivative liability	$	31,320,776	$	45,443,506
Common shares to which the derivative liability is linked		4,235,972		4,235,972

Changes in the fair value of compound derivative liabilities are recorded in gain (loss) on change in fair value of derivative column in the income statement. The following tables summarize the components of gain (loss) on change in fair value of derivative arising from fair value adjustments and other changes to compound derivative liabilities during the nine months ended September 30, 2010 and 2009:

	Nine Months Ended September 30,
	2010			2009
	As Restated– note 2			As Restated– note 2
Balances at January 1	$	45,443,506		$	—
Cumulative effect change in accounting principle		—			2,367,202
Subtotal		45,443,506			2,367,202
Redemptions and settlements:
Redemption					(2,367,202	)
Increase (increase) in fair value adjustments		(14,122,730	)		14,923,329
Balances at September 30	$	31,320,776		$	14,923,329

Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of the Company’s common stock, which has a high estimated volatility. Since derivative financial instruments are initially and subsequently carried at fair values, the Company’s income will reflect the volatility in these estimate and assumption changes.

The Company’s embedded conversion option derivative represents the conversion option, term-extending option, certain redemption and put features in the Company’s Convertible Notes payable. See Note 13 for additional information about the Company’s Convertible Notes payable. The features embedded in the Senior Convertible Notes were combined into one compound embedded derivative that the Company fair valued using the Monte Carlo valuation technique. Monte Carlo was believed by the Company’s management to be the best available technique for this compound derivative because, in addition to providing for inputs such as trading market values, volatilities and risk free rates, Monte Carlo also embodies assumptions that provide for credit risk, interest risk and redemption behaviors (i.e. assumptions relating to market participants exchanging debt-type instruments would also be considered). Monte Carlo simulates multiple outcomes over the period to maturity using multiple assumption inputs also over the period to maturity. The following table sets forth (i) the range of inputs for each significant assumption and (ii) the equivalent, or averages, of each significant assumption as of September 30, 2010 and 2009, December 31, 2009 and January 1, 2009 (effective date of accounting principle change):

	Range
September 30, 2010 Assumptions:	Low			High			Equivalent
Volatility		58.71	%		78.45	%		71.75	%
Market adjusted interest rates		2.71	%		21.55	%		9.02	%
Credit risk adjusted rates		15.88	%		17.23	%		15.94	%
Implied expected life (years)		—			—			1.79

				Range
September 30, 2009 Assumptions:	Low			High			Equivalent
Volatility		67.63	%		81.90	%		73.85	%
Market adjusted interest rates		5.34	%		8.14	%		6.83	%
Credit risk adjusted rates		14.31	%		15.76	%		14.98	%
Implied expected life (years)		—			—			3.03

				Range
December 31, 2009 Assumptions:	Low			High			Equivalent
Volatility		68.86	%		81.94	%		76.71	%
Market adjusted interest rates		6.40	%		7.87	%		7.05	%
Credit risk adjusted rates		13.39	%		14.20	%		13.63	%
Implied expected life (years)		—			—			1.96

				Range
January 1, 2009 Assumptions:	Low			High			Equivalent
Volatility		63.09	%		91.15	%		74.02	%
Market adjusted interest rates		4.14	%		17.01	%		7.15	%
Credit risk adjusted rates		21.58	%		24.97	%		23.20	%
Implied expected life (years)		—			—			4.27

The Monte Carlo Simulations technique requires the use of inputs that range across all levels in the fair value hierarchy. As a result, the technique is a Level 3 valuation technique in its entirety. The calculations of fair value utilized the Company’s trading market values on the calculation dates. The contractual conversion prices were adjusted to give effect to the value associated with the down-round, anti-dilution protection. Expected volatility for each interval in the Monte Carlo Simulations process was established based upon the Company’s historical volatility for historical periods consistent with the term of each interval in the calculation. Market adjusted interest rates give effect to expected trends or changes in market interest rates by reference to historical trends in LIBOR. Credit risk adjusted rates, or yields, were developed using bond curves, risk free rates, market and industry adjustment factors for companies with similar credit standings as the Company’s.

On February 15, 2009, the warrants expired unexercised and the warrants were forfeited. Accordingly, the fair value of the warrants of $1,977 at the beginning of 2009 decreased to 0 at March 31, 2009 and the change has been recorded in the income statement as a gain of $1,977 for the six months ended June 30, 2009.

15. Accrued expenses and other payables

The Company’s accrued expenses and other payables at September 30, 2010 (unaudited) and December 31, 2009 are summarized as follows:

	September 30, 2010		December 31, 2009
	As Restated– note 2		As Restated– note 2
Accrued expenses	$	3,341,798	$	4,160,433
Accrued interest (1)		6,300,419		5,751,270
Other payables		1,736,300		1,706,946
Warranty reserves (2)		7,110,260		9,092,464
Dividend payable to non-controlling interest shareholders of Joint-ventures		2,246,499		1,761,339
Balance at the end of the period	$	20,735,276	$	22,472,452

(1) On September 30, 2010 (unaudited) and December 31, 2009, the Company’s balance of accrued expenses was $6,300,419 and $5,751,270, respectively, and the Company’s accrued provision on make-whole redemption interest pursuant to the terms of the Convertible Notes was approximately $6,100,000 and $4,800,000, respectively.

(2) The Company provides for the estimated cost of product warranties when the products are sold. Such estimates of product warranties were based on, among other things, historical experience, product changes, material expenses, service and transportation expenses arising from the manufactured product. Estimates will be adjusted on the basis of actual claims and circumstances.

For the nine months ended September 30, 2010 (unaudited) and the year ended December 31, 2009, the warranties activities were as follows:

	September 30, 2010			December 31, 2009
Balance at the beginning of period	$	9,092,462		$	6,335,613
Additions during the period		7,254,858			10,192,749
Settlement within period, by cash or actual material		(5,459,215	)		(7,442,982	)
Foreign currency translation gain (loss)		212,085			7,084
Balance at end of period (1)	$	11,100,190		$	9,092,464

(1) As of September 30, 2010 and December 31, 2009, there are approximately $11,100,190 and $9,092,464 of warranty reserves, respectively, of which $7,110,260 and $9,092,464 are included in accrued expenses and other payables in the accompanying consolidated balance sheets. The remaining $3,989,930 and $0 of warranty reserves are included in the other long-term liabilities.

16. Accrued pension costs

Since the Company’s operations are all located in China, all the employees are located in China. The Company records pension costs and various employment benefits in accordance with the relevant Chinese social security laws, which is substantially based on a total of 31% of base salary as required by local governments. Base salary levels are the average salary determined by the local governments.

The activities in the Company’s pension account during the nine months ended September 30, 2010 (unaudited) and the year ended December 31, 2009 are summarized as follows:

	September 30, 2010			December 31, 2009
Balance at beginning of the period	$	3,778,187		$	3,806,519
Amounts provided during the period		3,609,234			3,738,373
Settlement during the period		(3,471,951	)		(3,770,220	)
Foreign currency translation loss		72,286			3,515
Balance at end of period	$	3,987,756		$	3,778,187

17. Taxes payable

The Company’s taxes payable at September 30, 2010 (unaudited) and December 31, 2009 are summarized as follows:

	September 30, 2010		December 31, 2009
	As Restated– note 2		As Restated– note 2
Value-added tax payable	$	6,947,053	$	9,290,149
Income tax payable		3,632,276		1,851,103
Other tax payable		226,262		340,925
Balance at end of the period	$	10,805,591	$	11,482,177

18. Amounts due to shareholders/ directors

The activities in the amounts due to shareholders/directors at September 30, 2010 (unaudited) and December 31, 2009 are summarized as follows:

	September 30, 2010		December 31, 2009
Balance at the beginning of period	$	-	$	337,370
Increase (decrease) during the period		97,406		(337,915	)
Foreign currency translation loss		5,809		545
Balance at end of period	$	103,215	$	-

The amounts due to shareholders/directors were unsecured, interest-free and repayable on demand.

19. Other long-term liabilities

The Company’s other long-term liabilities at September 30, 2010 (unaudited) and December 31, 2009 are summarized as follows:

	September 30, 2010		December 31, 2009
Advances payable*	$	387,608	$	233,941
Warranty reserves		3,989,930		-
Balance at end of the period	$	4,377,538	$	233,941

*The amounts mainly represent advances made by the Chinese government to the Company as subsidy on interest on loans related to production facilities expansion.

The balances are unsecured, interest-free and will be repayable to the Chinese government if the usage of such advance does not continue to qualify for the subsidy (see notes 22).

20. Share Capital and Additional paid-in capital

The activities in the Company’s share capital and additional paid-in capital account during the nine months ended September 30, 2010 (unaudited) and the year ended December 31, 2009 are summarized as follows:

	Share Capital
	Shares		Par Value		Additional paid-in capital
Balance at January 1, 2009		26,983,244	$	2,698	$	26,648,154
Shares issued for stock options exercised		63,000		6		420,234
Share-based compensation (1)		-		-		446,676
Balance at December 31, 2009		27,046,244	$	2,704	$	27,515,064
Shares issued for stock options exercised		69,582		7		278,893
Share-based compensation (1)		-		-		422,714
Balance at September 30, 2010 (unaudited)		27,115,826	$	2,711	$	28,216,671

(1) The stock options granted during 2009 and 2010 were exercisable immediately, the fair value on the grant date using the Black-Scholes option pricing model were $196,650 and $345,375, of which $196,650 and $172,688 have been recorded as compensation costs in 2009 and 2010. The remaining of $172,687 will be recognized in the remaining months of 2010.

The stock options granted during 2008 were partially exercisable immediately, and partially exercisable pro rata during the grant term. The stock options' fair value on the grant date using the Black-Scholes option pricing model was $845,478, of which $345,426, $250,026 and $250,026 have been recorded as compensation costs in 2008, 2009 and 2010.

21. Non-controlling interests

The Company’s activities in respect of the amounts of the non-controlling interests’ equity at September 30, 2010 (unaudited) and December 31, 2009 are summarized as follows:

	September 30, 2010			December 31, 2009
	As Restated– note 2			As Restated– note 2
Balance at beginning of the period	$	27,138,357		$	23,270,820
Add: Additions during the period –
Income attributable to non-controlling interests		8,227,985			7,789,746
Less: Decreases during the period
Dividends declared to the non-controlling interest holders of Joint-venture companies		(3,288,909	)		(3,944,619	)
Foreign currency translation loss		551,867			22,410
Balance at end of period	$	32,629,300		$	27,138,357

22. Retained earnings—

Appropriated

Pursuant to the relevant PRC laws and regulations of Sino-foreign joint venture enterprises, the profits distribution of the Company’s Sino-foreign subsidiaries, which are based on their PRC statutory financial statements, other than based on the financial statement that was prepared in accordance with generally accepted accounting principles in the United States of America, are available for distribution in the form of cash dividends after these subsidiaries have paid all relevant PRC tax liabilities, provided for losses in previous years, and made appropriations to statutory surplus at 10%.

When the statutory surplus reserve reaches 50% of the registered capital of a company, additional reserve is no longer required. However, the reserve cannot be distributed to joint venture partners. Based on the business licenses of the Sino-foreign joint ventures, the registered capital of Henglong, Jiulong, Shenyang, Zhejiang, USAI, Jielong, Wuhu, and Hengsheng are $10,000,000, $4,283,170 (RMB35,000,000), $8,132,530 (RMB67,500,000), $7,000,000, $2,600,000, $6,000,000, $3,750,387 (RMB30,000,000), and $10,000,000 respectively.

The Company recorded $443,264 and $789,756 statutory surplus reserve for the nine months ended September 30, 2010 (unaudited) and the year ended December 31, 2009, respectively.

Unappropriated

Following is the change in unappropriated retained earnings as of September 30, 2010 (unaudited) and December 31, 2009:

	September 30, 2010			December 31, 2009
	As Restated– note 2			As Restated– note 2
Balance at beginning of the year	$	7,685,002		$	34,060,876
Accumulated effect of adoption of ASC 815-40 (1)		—			863,753
Net income ( loss)		39,436,540			(26,440,871	)
Distribution of retained earnings		(443,264	)		(798,756	)
Balance at end of period	$	46,678,278		$	7,685,002

(1) As discussed in Note 3, effective on January 1, 2009, the Company adopted and applied the amendments to ASC 815 Derivatives and Hedging Activities, the accumulated effect of adoption of ASC 815-40 was $863,753.

23. Other Income

During the three months and nine months ended September 30, 2010 (unaudited), the other income was $0 and $266,379, mainly from Government subsidies. During the three months and nine months ended September 30, 2009 (unaudited), there was no such income.

Government subsidies represent refunds by the Chinese Government of interest paid to banks by companies entitled to such subsidies. This applies only to interest on loans related to production facilities expansion. The Company recorded the refunded interest on projects which achieved their goals into other income, and refunded interest on projects which have not achieved their goals into advances payable.

24. Financial (income) expenses

During the three months and nine months ended September 30, 2010 and 2009 (unaudited), the Company recorded financial expenses which are summarized as follows:

	Three Months Ended September 30,
	2010			2009
	As Restated– note 2			As Restated– note 2
Interest expenses, net	$	875,244		$	941,964
Foreign exchange (gain) loss, net		(157,538	)		(20,539	)
(Income) loss of note discount, net		(52,185	)		18,025
Amortization for discount of Convertible Note payable		—			—
Bank charges		42,006			25,664
Total	$	707,527		$	965,114

During the nine months ended September 30, 2010 and 2009 (unaudited), the Company recorded financial expenses which are summarized as follows:

	Nine Months Ended September 30,
	2010			2009
	As Restated– note 2			As Restated– note 2
Interest expenses, net (1)	$	2,109,210		$	3,528,155
Foreign exchange (gain) loss, net		(90,146	)		(263,455	)
(Income) loss of note discount, net		(65,261	)		112,680
Amortization for discount of Convertible Note payable (2)		—			3,891,148
Bank charges		102,628			67,230
Total	$	2,056,431		$	7,335,758

(1) Decreased interest expenses as a result of the Company’s WAP Default on March 17, 2009, and the Convertible Notes holders required Make Whole redemption by the Company. Thus, the Company recorded about $1,200,000 of default interest for the nine month period ended September 30, 2009.

(2) On March 17, 2009, due to the Company’s WAP Default, the Convertible Notes holders required Make Whole redemption by the Company and the remaining amount of $3,891,148 unamortized discount was fully amortized (see note 13).

25. Gain on change in fair value of derivative

During the three months ended September 30, 2010 and 2009 (unaudited), the Company recorded gain (loss) on change in fair value of derivatives, which is summarized as follows:

	Three Months Ended September 30,
	2010		2009
	As Restated– note 2		As Restated– note 2
Gain (loss) on change in fair value of derivatives		8,687,977		(14,923,329	)
Total	$	8,687,977	$	(14,923,329	)

During the nine months ended September 30, 2010 and 2009 (unaudited), the Company recorded gain (loss) on change in fair value of derivatives, which is summarized as follows:

	Nine Months Ended September 30,
	2010		2009
	As Restated– note 2		As Restated– note 2
Gain (loss) on change in fair value of liabilities in connection with warrants	$	-	$	1,977
Gain (loss) on change in fair value of derivatives		14,122,730		(12,556,127	)
Total	$	14,122,730	$	(12,554,150	)

During the nine months ended September 30, 2010, the Company’s common stock market price dropped to $15.28 from $18.71 thus, decreased the intrinsic value of the embedded conversion feature in financial instruments, decreased the fair value of compound derivative liabilities, and increased the gain on change in fair value of derivatives.

During the nine months ended September 30, 2009, the Company’s common stock market price rose to $9.29 from $3.51 thus, increased the intrinsic value of the embedded conversion feature in financial instruments, increased the fair value of compound derivative liabilities, and increased the loss on change in fair value of derivatives.

26. Income taxes

The Company’s subsidiaries registered in the PRC, whose enterprise income tax exemption has ceased, are subject to state and local income taxes within the PRC at the applicable tax rate of 25% on the taxable income as reported in their PRC statutory financial statements in accordance with the relevant income tax laws applicable to foreign invested enterprise. The Company’s PRC subsidiaries, which are awarded the title of Advanced Technology Enterprise, are subject to enterprise income tax at a rate of 15%.

On January 1, 2007, Jiulong has used up its enterprise income tax exemption. During 2008, Jiulong was subject to enterprise income tax at a rate of 25%. During 2009, Jiulong was awarded the title of Advanced Technology Enterprises, and subject to enterprise income tax at a rate of 15% for 2008, 2009 and 2010.

On January 1, 1999, Henglong was granted an enterprise income tax holiday of a 100% enterprise income tax exemption for two years commencing from 1999, and a 50% enterprise national income tax deduction and a 100% local income tax deduction for the next nine years thereafter, from 2001 to 2009, for income tax purposes. During 2008, Henglong was awarded the title of Advanced Technology Enterprises, and subject to enterprise income tax at a rate of 15% for 2008, 2009 and 2010.

On January 1, 2003, Shenyang was granted an enterprise income tax holiday of a 100% enterprise income tax exemption for two years commencing from 2003, a 75% enterprise national income tax deduction and a 100% local income tax deduction for the next three years thereafter, from 2005 to 2007, and a 50% enterprise national income tax deduction, from January 1, 2008, for income tax purposes and was subject to enterprise income tax at a rate of 18%. During 2009, Shenyang was awarded the title of Advanced Technology Enterprises, and subject to enterprise income tax at a rate of 15% for 2009 and 2010.

On January 1, 2004, Zhejiang was granted an enterprise income tax holiday of a 100% enterprise income tax exemption for two years commencing from 2004, and a 50% enterprise national income tax deduction, and a 50% local income tax deduction for the next three years thereafter, from 2006 to 2008, for income tax purposes. During 2008, Zhejiang is subject to enterprise income tax at a rate of 16.5%, which is comprised of 15% enterprise national income tax and 1.5% local income tax. During 2009, Zhejiang was awarded the title of Advanced Technology Enterprise, and is subject to enterprise income tax at a rate of 15% for 2009 and 2010.

Wuhu, Jielong and Hengsheng have an enterprise income tax exemption in 2008 and 2009, and are subject to income tax at a rate of 15% for the next three years thereafter, from 2010 to 2012, and a 25% enterprise national income tax commencing from January 1, 2013.

There is no assessable profit for USAI and Testing Center in 2009 and 2010. Based on PRC income tax laws, USAI and Testing Center have an enterprise income tax exemption in 2009, and are subject to income tax at a rate of 15% and 25% for the next three years thereafter, from 2010 to 2012, and a 25% enterprise national income tax for the years commencing from January 1, 2013.

No provision for Hong Kong tax is made as Genesis is an investment holding company, and has no assessable income in Hong Kong for the nine months ended September 30, 2010 and 2009. The enterprise income tax of Hong Kong is 16.5%.

No provision for US tax is made as the Company has no assessable income in the US for the nine months ended September 30, 2010 and 2009. The enterprise income tax of US is 35%.

27. Income per share

Basic income per share attributable to parent company common shareholders is calculated by dividing net income by the weighted average number of common shares outstanding during the period using the two-class method.. Diluted income per share is calculated based on the treasury stock method, assuming the issuance of common shares, if dilutive, resulting from the exercise of warrants. The dilution of convertible securities is reflected in diluted earnings per share by application of the “if converted” method.

The calculations of income per share attributable to parent company common shareholders were:

	Three Months Ended September 30,
	2010			2009
	As Restated			As Restated
	(unaudited)			(unaudited)
Numerator:
Net income attributable to parent company	$	15,935,386		$	(10,060,605	)
Allocation to convertible notes holders		(2,153,261	)		-
Net income (loss) attributable to the parent Company’s common shareholders – Basic		13,782,125			(10,060,605	)
Dilutive effect of:
Add back allocation to convertible notes holders		2,153,261			-
Interest expenses of Convertible Notes payable		843,333			-
Gain on change in fair value of derivative		(8,687,978	)		-
Net income (loss) attributable to the parent Company’s common shareholders - Diluted		8,090,741			(10,060,605	)
Denominator:
Weighted average shares outstanding - basic and diluted		27,112,689			26,983,717
Shares issuable under stock options		214,000
Shares issuable pursuant to convertible senior notes		4,235,972			-
		31,562,661			26,983,717
Net income per common share attributable to Parent company common shareholders –
Basic	$	0.51		$	(0.37	)
Diluted	$	0.26		$	(0.37	)

	Nine Months Ended September 30,
	2010			2009
	As Restated			As Restated
	(unaudited)			(unaudited)
Numerator:
Net income attributable to parent company	$	39,436,540		$	(2,270,918	)
Allocation to convertible notes holders		(5,334,715	)		-
Net income (loss) attributable to the parent Company’s common shareholders – Basic		34,101,825			-
Dilutive effect of:
Add back allocation to convertible notes holders		5,334,715			-
Interest expenses of Convertible Notes payable		2,205,397			-
Gain on change in fair value of derivative		(14,122,731	)		-
Net income (loss) attributable to the parent Company’s common shareholders - Diluted		27,519,206			(2,270,918	)
Denominator:
Weighted average shares outstanding		27,078,180			26,983,402
Shares issuable under stock options		245,967			—
Shares issuable pursuant to convertible senior notes		4,235,972			—
		31,560,119			26,983,402
Net income per common share attributable to Parent company common shareholders –
Basic	$	1.26		$	(0.08	)
Diluted	$	0.87		$	(0.08	)

The following table summarizes potential common shares outstanding excluded from the calculation of diluted earnings (loss) per share for the three months ended September 30, 2010 and 2009 (unaudited), because such inclusion would have had an anti-dilutive effect.

	Three Months Ended September 30,
	2010		2009

Shares issuable under stock options		-		403,850
Shares issuable pursuant to convertible senior notes		-		4,235,972
		-		4,639,822

The following table summarizes potential common shares outstanding excluded from the calculation of diluted earnings (loss) per share for the nine months ended September 30, 2010 and 2009 (unaudited), because such inclusion would have had an anti-dilutive effect.

	Nine Months Ended September 30,
	2010		2009

Shares issuable under stock options		-		403,850
Shares issuable pursuant to convertible senior notes		-		4,235,972
		-		4,639,822

28. Significant concentrations

The Company grants credit to its customers, generally on an open account basis. The Company’s customers are all located in the PRC.

During the nine months ended September 30, 2010 (unaudited), the Company’s ten largest customers accounted for 76.3% of its consolidated net sales, with each of two customers individually accounting for more than 10% of consolidated net sales, i.e. 15.3%, and 11.7% individually, or an aggregate of 27.0%. At September 30, 2010, approximately 16.2% of accounts receivable were from trade transactions with the aforementioned two customers.

During the nine months ended September 30, 2009 (unaudited), the Company’s ten largest customers accounted for 79.4% of its consolidated net sales, with each of five customers individually accounting for more than 10% of consolidated net sales, i.e. 14.1%, 12.3%, 11.2%, and 10.6% individually, or an aggregate of 48.2%. At September 30, 2009, approximately 34.1% of accounts receivable were from trade transactions with the aforementioned four customers.

29. Related party transactions and balances

Related party transactions with companies with common directors are as follows:

Related sales (unaudited):

	Three Months Ended September 30,
	2010		2009
Merchandise Sold to Related Parties	$	1,717,483	$	1,384,458

	Nine Months Ended September 30,
	2010		2009
Merchandise Sold to Related Parties	$	6,319,594	$	3,257,716

Related purchases (unaudited):

	Three Months Ended September 30 ,
	2010		2009
Materials Purchased from Related Parties	$	4,885,768	$	3,477,109
Technology Purchased from Related Parties		119,383		102,504
Equipment Purchased from Related Parties		406,894		841,924
Total	$	5,412,045	$	4,421,537

	Nine Months Ended September 30 ,
	2010		2009
Materials Purchased from Related Parties	$	14,481,952	$	8,463,331
Technology Purchased from Related Parties		295,861		175,690
Equipment Purchased from Related Parties		1,741,842		2,345,650
Total	$	16,519,655	$	10,984,671

Related receivables (September 30, 2010, unaudited):

	September 30, 2010		December 31, 2009
Accounts receivable	$	2,573,240	$	1,441,939
Other receivables		369,351		65,416
Total	$	2,942,591	$	1,507,355

Related advances (September 30, 2010, unaudited):

	September 30, 2010		December 31, 2009
Advanced Equipment Payment to Related Parties	$	7,444,795	$	2,579,319
Advanced Expenses and Others to Related Parties		1,409,460		-
Total	$	8,854,255	$	2,579,319

Related payables (September 30, 2010 unaudited)

		September 30, 2010				December 31, 2009
Accounts payable		$	2,126,954			$	1,537,827

These transactions were consummated under similar terms as those with the Company's customers and suppliers.

As of November 9, 2010, the date the Company issued this financial statement, Hanlin Chen, Chairman, owns 55.49% of the common stock of the Company and has the effective power to control the vote on substantially all significant matters without the approval of other stockholders.

30. Commitments and contingencies

Legal Proceedings - The Company is not currently a party to any threatened or pending legal proceedings, other than incidental litigation arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.

The following table summarizes the Company’s major contractual payment obligations and commitments as of September 30, 2010 (unaudited):

	Payment Obligations by Period
	2010 (a)		2011		2012		2013		Thereafter		Total
Obligations for service agreements	$	110,000	$	110,000	$	-	$	-	$	-	$	220,000
Interest and make-whole on Convertible Notes		850,419		6,512,500		-		-		-		7,362,919
Obligations for purchasing agreements		11,730,965		5,374,543	$	88,354	$	-		-		17,193,862
Total	$	12,691,384	$	11,997,043	$	88,354	$	-	$	-	$	24,776,781

(a) Remaining 3 months in 2010

31. Off-balance sheet arrangements

The Company does not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

32. Segment reporting

The accounting policies of the product sectors are the same as those described in the summary of significant accounting policies except that the disaggregated financial results for the product sectors have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for the purposes of assisting them in making internal operating decisions. Generally, the Company evaluates performance based on stand-alone product sector operating income and accounts for inter segment sales and transfers as if the sales or transfers were to third parties, at current market prices.

During the nine months ended September 30, 2010 and 2009 (unaudited), the Company had nine product sectors, five of them were principal profit makers, which were reported as separate sectors which engaged in the production and sales of power steering (Henglong), power steering (Jiulong), power steering (Shenyang), power pumps (Zhejiang), and power steering (Wuhu). The other four sectors which were established in 2005, 2006 and 2007 respectively, engaged in the production and sales of sensor modules (USAI), electronic power steering (Jielong), power steering (Hengsheng), and provider of after sales and R&D services (HLUSA). Since the revenues, net income and net assets of these four sectors are less than 10% of its segment in the consolidated financial statements, the Company incorporated these four sectors into “other sectors”.

The Company’s product sectors information is as follows:

	Henglong			Jiulong			Shenyang		Zhejiang		Wuhu		Other sector			Other *			Total

For the Three Months Ended September 30, 2010 (unaudited) - restated:
Revenue
Net product sales – external	$	32,438,683		$	19,627,536		$	8,243,405	$	5,209,763	$	8,709,931	$	1,873,526		$	-		$	76,102,844
Net product sales – internal		3,867,397			644,897			874,497		298,653		-		10,535,962			(16,221,406	)		-
Gain on other sales		(33,676	)		(144,213	)		52,562		17,233	$	47,662	$	(92,753	)	$	704		$	(152,481	)
Total revenue	$	36,272,404		$	20,128,220		$	9,170,464	$	5,525,649	$	8,757,593	$	12,316,735		$	(16,220,702	)	$	75,950,363
Net income	$	5,551,699		$	1,322,547		$	1,383,920	$	1,044,941		679,989		424,793			7,877,777			18,285,666
Net income attributable to non-controlling interests		1,110,602			251,337			415,226		512,082		154,167		123,291			(216,425	)		2,350,280
Net income attributable to Parent company	$	4,441,097		$	1,071,210		$	968,694	$	532,859	$	525,822	$	301,502		$	8,094,202		$	15,935,386

	Henglong		Jiulong		Shenyang		Zhejiang		Wuhu		Other sector			Other *			Total

For the Three Months Ended September 30, 2009 (unaudited) - restated:
Revenue
Net product sales – external	$	29,368,493	$	14,640,383	$	8,190,846	$	6,162,061	$	6,233,803	$	58,783		$	—		$	64,654,369
Net product sales – internal		7,036,610		527,244		531,012		67,390		—		4,332,430			(12,494,686	)		—
Gain on other sales		87,138		124,277		68,037		10,728	$	15,803	$	(22,440	)	$	691		$	284,234
Total revenue	$	36,492,241	$	15,291,904	$	8,789,895	$	6,240,179	$	6,249,606	$	4,368,773		$	(12,493,995	)	$	64,938,603
Net income	$	6,943,133	$	1,395,959	$	701,259	$	926,179		32,785		529,139			(18,552,297	)	$	(8,023,843	)
Net income attributable to non-controlling interests		1,388,627		265,232		210,378		453,828		7,432		(25,984	)		(262,751	)		2,036,762
Net income attributable to Parent company	$	5,554,506	$	1,130,727	$	490,881	$	472,351	$	25,353	$	555,123		$	(18,289,546	)		(10,060,605	)

	Henglong		Jiulong		Shenyang		Zhejiang		Wuhu		Other sector			Other *			Total

For the Nine Months Ended September 30, 2010 (unaudited) - restated:
Revenue
Net product sales – external	$	112,860,428	$	64,452,631	$	23,733,187	$	16,368,355	$	22,628,769	$	5,373,301		$	-		$	245,416,671
Net product sales – internal		25,834,595		1,951,660		4,643,477		1,870,369		-		23,418,794			(57,718,895	)		-
Gain on other sales		845,015		132,988		91,789		50,184	$	133,827	$	(270,358	)	$	(2,317	)	$	981,128
Total revenue	$	139,540,038	$	66,537,279	$	28,468,453	$	18,288,908	$	22,762,596	$	28,521,737		$	(57,721,212	)	$	246,397,799
Net income	$	21,766,839	$	4,628,930	$	3,169,070	$	3,261,626		1,014,753		1,803,417			12,019,890			47,664,525
Net income attributable to non-controlling interests		4,353,628		879,552		950,771		1,598,258		230,058		146,951			68,767			8,227,985
Net income attributable to Parent company	$	17,413,211	$	3,749,378	$	2,218,299	$	1,663,368	$	784,695	$	1,656,466		$	11,951,123		$	39,436,540

	Henglong		Jiulong		Shenyang		Zhejiang		Wuhu			Other sector			Other *			Total

For the Nine Months Ended September 30, 2009 (unaudited):
Revenue
Net product sales – external	$	77,090,690	$	39,038,184	$	20,351,125	$	17,575,828	$	17,390,572		$	389,695		$	-		$	171,836,094
Net product sales – internal		23,837,439		1,586,792		3,036,244		379,303		-			4,356,464			(33,196,242	)		-
Gain on other sales		201,908		148,056		137,588		11,732	$	48,213		$	(21,317	)	$	(2,320	)	$	523,860
Total revenue	$	101,130,037	$	40,773,032	$	23,524,957	$	17,966,863	$	17,438,785		$	4,724,842		$	( 33,198,562	)	$	172,359,954
Net income	$	18,922,252	$	3,330,588	$	2,371,728	$	2,614,019		(5,378	)		(241,723	)		(23,188,294	)		3,803,192
Net income attributable to non-controlling interests		3,784,450		632,812		711,518		1,280,869		(1,219	)		( 63,297	)		(271,023	)		6,074,110
Net income attributable to Parent company	$	15,137,802	$	2,697,776	$	1,660,210	$	1,333,150	$	(4,159	)	$	(178,426	)	$	(22,917,271	)	$	(2,270,918	)

* Other includes activity not allocated to the product sectors and elimination of inter-sector transactions.

33. Subsequent Event

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995:

This Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2010 contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Generally, the words “believes”, “anticipates,” “may,” “will,” “should,” “expects,” “intends,” “estimates,” “continues,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements which include, but are not limited to, statements concerning the Company’s expectations regarding its working capital requirements, financing requirements, business prospects, and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. Such statements are subject to certain risks and uncertainties, including the matters set forth in this Quarterly Report or other reports or documents the Company files with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. The Company undertakes no obligation to update these forward-looking statements. In addition, the forward-looking statements in this Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2010 involve known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of the Company to differ materially from those expressed in or implied by the forward-looking statements contained herein. Please see the discussion on risk factors in Item 1A of Part II of this quarterly report on Form 10-Q/A.

GENERAL OVERVIEW:

China Automotive Systems, Inc., including, when the context so requires, its subsidiaries and the subsidiaries’ interests in the Sino-foreign joint ventures described below, is referred to herein as the “Company”. The Company, through its Sino-foreign joint ventures, engages in the manufacture and sales of automotive systems and components in the People’s Republic of China, the “PRC” or “China”, as described below.

The Company owns the following aggregate net interests in nine Sino-foreign joint ventures organized in the PRC as of September 30, 2010 and 2009.

	Percentage Interest
Name of Entity	September 30, 2010			September 30, 2009
Shashi Jiulong Power Steering Gears Co., Ltd., “Jiulong”		81.00	%		81.00	%
Jingzhou Henglong Automotive Parts Co., Ltd., “Henglong”		80.00	%		80.00	%
Shenyang Jinbei Henglong Automotive Steering System Co., Ltd., “Shenyang”		70.00	%		70.00	%
Zhejiang Henglong & Vie Pump-Manu Co., Ltd., “Zhejiang”		51.00	%		51.00	%
Universal Sensor Application Inc., “USAI”		83.34	%		83.34	%
Wuhan Jielong Electric Power Steering Co., Ltd., “Jielong”		85.00	%		85.00	%
Wuhu HengLong Automotive Steering System Co., Ltd., “Wuhu”		77.33	%		77.33	%
Jingzhou Hengsheng Automotive System Co., Ltd, “Hengsheng”		100.00	%		100.00	%
Jingzhou Henglong Automotive Technology (Testing) Center, “Testing Center”		80.00	%		-	%