SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 5, 2003
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CHINA AUTOMOTIVE SYSTEMS, INC.
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(Exact name of Registrant as Specified in Charter)
Delaware 000-33123 33-0885775
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(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
The Fourth Floor Bldg. E No. 501
Jin Gang Rd. Jiniao Developing Zone
Pudong, Shanghai, China 201206
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code 0716-8324631
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(Former Name or Former Address, if changed since last report)
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 2.01. Completion of Acquisition or Disposition of Assets.
Explanatory Note
This Form 8-K/A has been filed solely to revise the information set
forth in the second paragraph of the "Strategic Plan" disclosure under Item 2.
of the Form 8-K filed with the Securities and Exchange Commission on March 5,
2003.
Acquisition
Visions-In-Glass, Inc. (the "Registrant") entered into a Share Exchange
Agreement, (the "Exchange Agreement"), dated as of March 5, 2003, by and among
the Registrant, Yarek Bartosz, Guofu Dong ("Dong"), Liping Xie ("Xie"), Qizhou
Wu ("Wu"), Tse Yiu Wong ("Wong"), Hanlin Chen ("Chen" together with Dong, Wong,
Wu and Xie, the "Sellers") and Great Genesis Holding Limited, a corporation
organized under the laws of Hong Kong Special Administrative Region, China
("Genesis"). Pursuant to the Exchange Agreement, on March 5, 2003 (the "Closing
Date"), the Registrant acquired (the "Acquisition") from the Sellers all of the
issued and outstanding equity interests of Genesis (the "Genesis Shares"). As
consideration for the Genesis Shares, the Registrant issued 20,914,250 shares of
its common stock to the Sellers. The parties have submitted the documents to the
Hong Kong Stamp Duty Office (the "Office") as required by Hong Kong law so that
Office can assess the stamp duty imposed in connection with the transactions
described in the Share Exchange Agreement. The consideration for the Acquisition
was determined through arms length negotiations between the management of the
Registrant and the Sellers.
Until the Closing Date, the Registrant had only nominal assets and
liabilities and no current business operations. As a result of the Acquisition,
the Registrant will continue the business operations of Genesis.
Overview of Genesis
Genesis owns all of the capital stock of Jilong Enterprises Investment
Corp. Ltd., a Hong Kong Company ("Jilong"). Jilong in turn owns an interests in
four sino-joint ventures which each manufacture power steering systems or
related products for different segments of the automobile industry in China. The
combined sales of the sino-joint ventures rank second in their industry sector
with combined sales totaling 30% to 40% of the market share in China.
Joint Venture Ownership Interest Business Segment
JiuLong Co., Ltd. 81% Buses and Trucks
HengLong Co. Ltd. 42% Small Cars and Vans
JinBei Heng Long 55% Vans
Henlong WanAn Co., Ltd. 51% Power Steering Pumps
Genesis has long-term contracts with more than forty manufactures,
including the two of the largest automobile manufacturers China's No. 1
Automobile Manufactory with $10 Billion USD in sales and China's No. 2
Automobile Manufactory with $2 Billion USD in sales. Genesis also has long term
contracts with the largest Van manufacturer in China, Shenyang Jinbei Co., Ltd.
which has approximately $2.5 billion USD in annual sales and Fukang, a Citren
invested automobile manufacturing which has approximately $1 billion USD in
annual sales.
Genesis currently owns two trademarks on automobile parts and several
Chinese patents for power steering technology. By integrating new advanced
technologies, such as electronic chips in power steering systems into its
current product line, the group is pursuing aggressive strategies on the
technology level to maintain a competitive edge within the automobile industry.
Strategic Plan
The short to midterm strategic plan is to focus on market expansion in
the domestic and international arena. Generally, to achieve this goal Genesis
will focus on name recognition, customer service and the ability to provide
quality products to its customers. In addition, product line expansion, with a
focus on parts, accessories and new technologies will be important to the
overall development of the business. For international market expansion, Genesis
will target North America and the Asia-pacific countries, and the Middle East
areas such as the United States, Canada, Malaysia, Indonesia and Korea.
Industry Overview
The Automobile industry is one of the fastest growing industries in
China with a growth rate of 42% in sales in 2002. The Chinese Automobile
industry is expected to grow at the current rate of 10% to 15% per year over the
next 3 years. An increase of 10% to 15% in 2003 will make China the third
largest automobile market in the world and likely to become the leading
purchaser of cars, parts and accessories in the next 5 to 10 years. Based on
these figures Genesis maintains that it will achieve at least a 30% annual
growth rate over the next three years. Genesis's projected growth rate in fiscal
year 2003 of 50% will be achieved without a substantial change to our current
structure. Genesis's growth rate is slightly above China's industry standard,
however it's consistent with Genesis's current environment.
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.
CHINA AUTOMOTIVE SYSTEMS, INC.
Date: October 22, 2004 By: /s/ Hanlin Chen
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Name: Hanlin Chen
Title: Chief Executive Officer