Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): May 16, 2007
CHINA
AUTOMOTIVE SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-33123
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33-0885775
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer 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 (zip code))
(86)
716-832-9196
(Registrant's
telephone number, including area code)
N/A
(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 (see General Instruction A.2 below):
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 5.02.
DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS, ELECTION OF DIRECTORS; APPOINTMENT
OF PRINCIPAL OFFICERS
On
May
11, 2007, Mr. Guangxun Xu resigned from his position as a Director and a member
of each of the Audit, Compensation and Nominating Committees of the Company
because of his recent appointment as chief representative in China by The NASDAQ
Stock Market, Inc.
On
May
11, 2007, Dr. Haimian Cai was appointed as a member of the Audit Committee
of
the Company. Dr. Cai has been a Director since September 2003 and a member
of
the Company's Compensation Committee and Nominating Committee.
On
May
11, 2007, Robert Tung was appointed as a member of the Compensation Committee
of
the Company. Mr. Tung has been a Director of the Company since September 2003
and a member of the Company's Audit and Nominating Committees.
On
May
11, 2007, William E. Thomson was appointed as a member of the Nominating
Committee of the Company. Mr. Thomson, CA, has been a Director of the Company
since September 2003 and is a member of the Company's Audit and Compensation
Committees.
As
a
result of Mr. Guangxun Xu's resignation, the Company is
not in
compliance with NASD Rule 4350(c)(1) because its board of directors no
longer comprises of a majority of independent directors as defined by NASD
Rule
4200(a)(15).
Consequently,
the Company is in the process of searching for a new candidate to serve on
its
board to satisfy the NASD Rules. The
Company is relying on the cure period set forth in NASD Rules 4350(c)(1),
which
allow the Company to cure such non-compliance before its next annual
shareholders meeting. The Company has notified Nasdaq of such circumstances
are
required by NASD 4350(c)(1).
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.
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CHINA
AUTOMOTIVE SYSTEMS, INC.
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Date:
May 16, 2007
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By:
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/s/ Hanlin
Chen
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Hanlin
Chen
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President
and Chief Executive Officer
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