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): OCTOBER 23, 2004
CHINA AUTOMOTIVE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
000-33123
(Commission File Number)
Delaware 33-0885775
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
No. 1 Henglong Road, Yu Qiao Development Zone
Shashi District, Jing Zhou City
Hubei Province
(Address of principal executive offices, with zip code)
(86) 716-832-9196
(Registrant's telephone number, including area code)
NONE
(Former name or former address, if changed since last report)
ITEM 1.01 ENTRY INTO OR AMENDMENT OF MATERIAL DEFINITIVE AGREEMENT
EQUITY EXCHANGE AGREEMENT
On October 23, 2004, Great Genesis Holding Limited, a wholly owned
subsidiary organized under the laws of the Hong Kong Special Administrative
Region ("Genesis") of China Automotive Systems, Inc., a Deleware corporation
(the "Company"), and Hubei Wanlong Investment Co. Ltd., a People's Republic of
China ("PRC") incorporated company ("Hubei Wanlong"), entered into an Equity
Exchange Agreement (the "Agreement").
Pursuant to the Agreement, 51% of Genesis's equity interests in
Jingzhou Henglong Fulida Textile Co. Ltd. (hereinafter referred to as "Fulida")
have been exchanged for 2.5% of Hubei Wanlong's equity interests in Jingzhou
Henglong Automotive Parts Manufacturing Co. Ltd. (hereinafter referred to as
"Henglong") (the "Equity Exchange"). Upon completion of the Equity Exchange,
Genesis will no longer have any interest in Fulida, while its interests in
Henglong will increase from 42% to 44.5%.
In addition to the Equity Exchange of Genesis's 51% equity interests
in Fulida for Hubei Wanlong's 2.5% equity interests in Henglong described above,
Genesis shall pay the sum of Renminbi 750,000 yuan (or the approximate
equivalent of US$90,000) to Hubei Wanlong as additional consideration for the
value difference between Henglong and Fulida. Pursuant to the Agreement, such
consideration shall be duly paid by Genesis within the prescribed 30 days
timeframe from the date the Agreement came into effect.
The Agreement provides that the Equity Exchange is deemed to have
occurred as of September 1, 2004 with respect to Hubei Wanlong's enjoyment of
the rights and obligations under the 51% equity interests in Fulida and
Genesis's enjoyment of the rights and obligations under the 2.5% equity
interests in Henglong.
Upon completion of the Equity Exchange, the Company's President and
Chief Executive Officer, Mr. Hanlin Chen, still has a controlling interest in
Hubei Wanlong.
The Equity Exchange between Genesis and Hubei Wanlong as well as
Genesis's increased equity interests in Henglong will need to be reflected in
both the Amendment to the Joint Venture Agreement and Articles of Association
for Henglong and the Amendment to the Joint Venture Agreement and Articles of
Association for Fulida. The Company is in the process of making application to
the relevant PRC authorities for their approval to effect these aforementioned
changes through amendments to the Joint Venture Agreement and Articles of
Association for Henglong. Hubei Wanlong is similarly in the process of making
application to the relevant PRC authorities for their approval to effect these
aforementioned changes through amendments to the Joint Venture Agreement and
Articles of Association for Fulida.
A copy of the Agreement's English translation is filed as Exhibit 1
to this Form 8-K and is incorporated in its entirety herein. The foregoing
description is modified by such reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibit 1.
English translation of the Equity Exchange Agreement signed
originally in Chinese, dated October 23, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: OCTOBER 27, 2004 By: /s/ HANLIN CHEN
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Hanlin Chen
President and
Chief Executive Officer
By: /s/ DAMING HU
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Daming Hu
Chief Financial Officer