UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): April 3, 2008
China
Automotive Systems, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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000-3123
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33-0885775
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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Identification
No.)
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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, including zip code)
Registrant’s
telephone number, including area code (86)
27-5981 8527
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
March
31, 2008, Wiselink Holdings Limited (“Wiselink”),
Great
Genesis Holdings Limited, “Great
Genesis”),
a
wholly-owned subsidiary of China Automotive Systems, Inc. (the “Registrant”)
and
other parties entered into an equity transfer transaction (the “Acquisition”)
documented by an Equity Transfer Agreement (the “Agreement”),
pursuant to which Wiselink agreed to transfer and assign its 35.5% equity
interest in Jingzhou Henglong Automotive Parts Co., Ltd. (“Jingzhou
Henglong”)
to
Great Genesis for a total consideration of US$32,090,000 (the “Consideration”). The
Agreement was entered following approval by the
independent directors of the Registrant, who had been appointed by its board
to consider the Acquisition. The independent directors approved the
Acquisition and the Consideration after consideration, among other things,
of a
valuation report of Shanghai Lixin Appraisal Ltd. and the further financial
analysis of the agreement performed by the Canadian Imperial Bank of Commerce
World Markets and the Balloch Group. Great
Genesis is a company incorporated on January 3, 2003 under the laws of Hong
Kong
as a limited liability company and is a wholly-owned subsidiary of the
Registrant.
On
April
3, 2008, the Acquisition was approved by the local Ministry of Commerce of
the
People’s Republic of China in Jingzhou, Hubei Province, China and the
registration of change of shareholders was filed with the local Administration
of Industries and Commerce.
According
to the Agreement, the Consideration will be paid as follows: US$10,000,000
cash
is to be paid by Great Genesis to Wiselink within 30 days after the execution
of
the Agreement, and the balance of the purchase price (US$22,090,000)
will be paid by issuance of 3,023,542 shares of common stock of the
Registrant, valued at US$7.3060 per share determined as of January 22, 2008,
in
its capacity as the 100% parent company of Great Genesis. Of these
shares, 1,170,000 shares (equivalent to about 4.9% of the Registrant’s
outstanding shares) will be issued to Wiselink within 30 days after the
execution of the Agreement, and the remaining 1,853,542 shares of the Registrant
will be issued after obtaining any necessary shareholder approval as required
by
Nasdaq rules or otherwise, as applicable, either at a meeting of shareholders
or
by written consent of sufficient shareholders.
Two
directors of the Registrant, namely, Mr. Hanlin Chen and Mr. Qizhou Wu withdrew
from the meeting when the vote was taken because Mr. Chen is the majority owner
of Wiselink, and Mr. Qizhou Wu is a minority shareholder of Wiselink, and hence
are interested parties to the Acquisition.
Prior
to
the Acquisition, the Registrant owned a 44.5% interest in Jingzhou Henglong.
With the completion of the Acquisition, the Registrant increased its ownership
in Jingzhou Henglong to 80%.
Additional
Information
Prior
to
the transaction, 44.5% of Jingzhou Henglong was owned by the Registrant.
Jingzhou Henglong is engaged in the production of integral power steering gear
and rack and pinion power steering gear for light and heavy-duty vehicles and
cars. Mr. Hanlin Chen, a director and chairman of the Registrant and owner
of
63.8% of the Registrant’s shares,
is a
majority shareholder of Wiselink. Mr. Qizhou Wu, a director and chief executive
officer of the Registrant, is a minority shareholder of Wiselink.
In
summary, the relationships between the relevant parties in this transaction
are
set out in the table below:-
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Name
of Related Parties
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Relationship
with the Registrant
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Mr.
Hanlin Chen
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Director
and Chairman of the board of directors of the
Registrant
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Majority
63.8% shareholder of the Registrant
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Majority
shareholder of Wiselink
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Mr.
Qizhou Wu
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Director
and Chief Executive Officer of the Registrant
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8.9%
shareholder of the Registrant
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Minority
shareholder of Wiselink
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Great
Genesis
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100%
owned subsidiary of the Registrant
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Item
9.01 Financial Statements and Exhibits
(a) Financial
Statements of Business Acquired.
Any financial
statements required by Item 9.01(a) will be filed by amendment no later than
71
calendar days after the date that this initial report on Form 8-K was required
to be filed.
(b) Pro
Forma Financial Information.
The
pro
forma financial information required by Item 9.01(b) will be filed by amendment
no later than 71 calendar days after the date that this initial report on Form
8-K was required to be filed.
(d) Exhibits.
2.01 Translation
of the Equity Transfer Agreement dated March 31, 2008 in English.*
*Incorporated
by reference from Exhibit 99.1 to the Form 8-K filed by the registrant on April
2, 2008.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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China
Automotive Systems, Inc.
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(Registrant)
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Date:
April 9, 2008
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By:
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/s/
Hanlin Chen
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Hanlin
Chen
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Chairman
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