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| CAAS > SEC Filings for CAAS > Form 10-Q on 12-Nov-2009 | All Recent SEC Filings |
12-Nov-2009
Quarterly Report
Cautionary Statement Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995:
This Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 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," "expect," "intend," "estimate," "continue," 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 for the quarterly period ended September 30, 2009 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.
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.
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 eight Sino-foreign joint ventures organized in the PRC as of September 30, 2009 and 2008.
Percentage Interest
Name of Entity September 30, 2009 September 30, 2008
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 %
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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.
On March 31, 2008, the Company's wholly-owned subsidiary, Genesis, and Wiselink Holdings Limited, "Wiselink", both controlled by Hanlin Chen and his family, entered into an equity transfer agreement, the "Henglong Agreement", pursuant to which Wiselink transferred and assigned its 35.5% equity interest in Jingzhou Henglong, one of the Company's currently consolidated subsidiaries, to Genesis for a total consideration of US$32,090,000. The Company now holds an 80% equity interest in Jingzhou Henglong.
Under the terms of the Henglong Agreement, Genesis is deemed to be the owner of Jingzhou Henglong commencing from January 1, 2008. The Henglong Acquisition is considered as a business combination of companies under common control and is being accounted for in a manner of pooling of interests.
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 modulars. In 2008, Genesis and Shanghai Hongxi Investment Inc., "Hongxi", the other shareholder of USAI, agreed to increase USAI's capital to $2,600,000 from $1,800,000. The increased capital was wholly funded by Genesis. Therefore, the capital contributed by Genesis in USAI increased to $2,166,900 from $1,366,900, accounting for 83.34% of the total capital; while the capital contributed by Hongxi remained unchanged, accounting for 16.66% of the total capital.
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.
CRITICAL ACCOUNTING POLICIES:
The Company prepares its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions. The following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Company's condensed consolidated financial statements.
The Company considers an accounting estimate to be critical if:
• It requires the Company to make assumptions about matters that were uncertain at the time the Company was making the estimate, and
• Changes in the estimate or different estimates that the Company could have selected would have had a material impact on its financial condition or results of operations.
The table below presents information about the nature and rationale for the Company critical accounting estimates:
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