Unassociated Document
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): June 26, 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
3.02 Unregistered
Sale of Equity Securities
On
June
26, 2008, the stockholders of China Automotive Systems, Inc. (the “Company”), at
the Company’s Annual Meeting of Stockholders, approved the issuance
of
1,853,542 shares, of the Company’s common stock as the remaining consideration
to be paid to Wiselink Holdings Limited (“Wiselink”) in connection with an
acquisition (the “Acquisition”) of a 35.5% equity interest in Jingzhou Henglong
Automotive Parts Co. Ltd.(“Jingzhou Henglong”)by Great Genesis Holdings Limited,
(“Great Genesis”) a wholly-owned subsidiary of the Company.
Pursuant
to an Equity Transfer Agreement made on March 31, 2008, (the
“Agreement”), Wiselink, Great Genesis and other parties entered into an
equity transfer transaction, pursuant to which Wiselink agreed to transfer
and
assign a 35.5% equity interest in Jingzhou Henglong to Great Genesis for a
total
consideration of US$32,090,000 (the “Consideration”). 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; the transaction was reported by the Company on
a
Form 8-K dated April 9, 2008. Under
the
terms of the Agreement, US$10,000,000 cash was paid by Great Genesis to Wiselink
on April 30, 2008, and the balance of the purchase price (US$22,090,000) was
to
be paid by issuance of 3,023,542 shares of common stock of the Company, valued
at US$7.3060 per share determined as of January 22, 2008. The
issuance of 1,170,000 shares of the 3,023,542 shares took place on April 22,
2008. The issuance of the balance of the shares was subject to stockholder
approval under applicable Nasdaq rules, which approval was obtained on June
26,
2008. The balance of the shares were
issued
on
or about June 30, 2008. The total number of shares issued in the Acquisition
represents approximately 12.6% of the total shares outstanding pre-transaction.
Prior
to
the Acquisition, the Company owned a 44.5% interest in Jingzhou
Henglong. As
a
result of the Acquisition, the Company now holds 80% of the equity interest
in
Jingzhou Henglong.
The
common shares are issued
in
reliance upon an exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended.
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.
(Registrant)
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Date:
July 1, 2008
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By:
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/s/ Hanlin
Chen
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Chairman
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