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): January 28, 2010 (January
24, 2010)
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:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement
On
January 24, 2010, a wholly-owned subsidiary of China Automotive Systems Inc.
(the “Company”), Great
Genesis Holdings Limited (“Great Genesis”), entered into
a sino-foreign equity joint venture contract (“JV Contract”) with Beijing
Hainachuan Auto Parts Co., Ltd. (“Beijing Hainachuan”), to set
up a joint venture company, Beijing Hailong Automotive System Co., Ltd. (“JV Company”) under the laws of
the People’s Republic of China (“PRC”), pursuant to which Great
Genesis and Beijing Hainachaun shall together carry out, through the JV Company,
the business of developing and manufacturing automotive steering system products
(“Joint Venture
Transaction”).
Under PRC
laws, the establishment of the JV Company and the effectiveness of the JV
Contract are subject to the approval by the local Ministry of Commerce of the
PRC in Beijing and the registration of the same with the local Administration of
Industries and Commerce in Beijing. The Company expects that the
approval and registration will be obtained and completed within 2 months from
the date of the JV Contract.
The term
of the JV Contract is 30 years from the date of issue of the JV Company’s
business license. The total investment amount of the JV Company is
US$22,000,000 and its registered capital is US$6,000,000. Each of
Great Genesis and Beijing Hainachuan shall contribute US$3,000,000 (or its
equivalent) to the registered capital and shall make such capital payment within
90 days from the date of issue of the JV Company’s business
licence. If any party fails to make the capital payment on or before
the expiration of such 90-day period, it shall pay interest to the JV Company on
the amount unpaid at the rate of 115% of the interest rate for a 3-month term
loan (RMB or US, as applicable) published by the People’s Bank of China on the
payment date. If a party still fails to make full payment 60 days
after the expiration of the 90-day period, the other party shall be entitled to
terminate the JV Contract.
Each of
Great Genesis and Beijing Hainachuan shall be 50% shareholders of the JV
Company.
Great
Genesis and its affiliates shall grant a licence to the JV Company to use
certain technology and trademarks on a royalty free basis, and shall provide the
relevant technical assistance to the JV Company regarding product manufacturing
and machinery operations. Great Genesis currently is the supplier of
Beijing Automobile Industry Holdings (“Beijing Auto”) and the
affiliates of Beijing Hainachuan. After the establishment of the JV
Company, Great Genesis shall transfer, with the consent of Beijing Auto and the
affiliates of Beijing Hainachaun, the supplier contracts with Beijing Auto and
the affiliates of Beijing Hainachuan to the JV Company.
Beijing
Hainachuan shall assist the JV Company with best efforts to become the long-term
supplier of Beijing Auto and its affiliates. Beijing Hainachuan shall
also assist the JV Company in obtaining favorable tax, as well as other,
treatment.
A party
may not transfer its shareholding in the JV Company without the other party’s
consent, and the other party shall have a right of first refusal to purchase the
shareholding from the selling party.
The JV
Contract can be terminated by one party serving a written notice to the other
party upon the occurrence of events including force majeure, a party’s
bankruptcy proceedings, material breach by a party not remedied within 60 days,
the object of the JV Contract not being achieved due to illegality, invalidity
or unenforceability of any provision and concerning which amendments cannot be
agreed upon, or upon the mutual agreement of the parties to
terminate.
The Joint
Venture Transaction was approved by the Written Consent of the board of
directors of the Company on January 23, 2010.
| Item 9.01 |
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Financial Statements and
Exhibits |
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(d)
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Exhibits |
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| Exhibit
No |
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Description |
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| 99.1 |
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Press Release of
China Automotive Systems, Inc., dated January 27,
2010. |
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: January
28, 2010
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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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