UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
| x | ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the fiscal year ended December 31, 2014
Or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ____________
Commission File Number: 000-33123
CHINA AUTOMOTIVE SYSTEMS, INC.
(Exact name of Registrant as specified in
its charter)
Delaware |
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33-0885775 |
(State or other jurisdiction of incorporation or |
|
(I.R.S. Employer Identification No.) |
organization) |
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No. 1 Henglong Road, Yu Qiao Development Zone |
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Shashi District, Jing Zhou City Hubei Province |
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The People’s Republic of China |
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434000 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code – (86) 716-412-7901
Securities registered
pursuant to Section 12(b) of the Act:
Title of each Class |
|
Name of each exchange on which registered |
Common Stock, $0.0001 par value |
|
The Nasdaq Capital Market |
Securities registered pursuant to Section
12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ No x
Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or 15(d) of the Act.
Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes x No ¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated
filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large Accelerated Filer |
¨ |
Accelerated Filer |
¨ |
|
Non-Accelerated Filer |
¨ |
Smaller Reporting Company |
x |
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
The aggregate market value of voting and
non-voting common equity held by non-affiliates of the registrant as of June 30, 2014, based upon the price of $8.69 that was the
closing price of the common stock as reported on the NASDAQ Stock Market under the symbol “CAAS” on such date, was
approximately $68.2 million.
The Company has 32,121,019 shares of Common
Stock outstanding as of March 26, 2015.
DOCUMENTS INCORPORATED BY REFERENCE
None.
CHINA AUTOMOTIVE SYSTEMS, INC.
FORM 10-K
INDEX
Cautionary Statement
This Annual Report on Form 10-K contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange
Act of 1934. These statements relate to future events or the Company’s future financial performance. The Company has attempted
to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,”
“can,” “continues,” “could,” “estimates,” “expects,” “intends,”
“may,” “plans,” “potential,” “predicts,” “should” or “will”
or the negative of these terms or other comparable terminology. Such statements are subject to certain risks and uncertainties,
including the matters set forth in this Annual Report or other reports or documents the Company files with the Securities and Exchange
Commission, the “SEC,” from time to time, which could cause actual results or outcomes to differ materially from those
projected. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the
Company cannot guarantee future results, levels of activity, performance or achievements. Undue reliance should not be placed on
these forward-looking statements which speak only as of the date hereof. The Company’s expectations are as of the date this
Form 10-K is filed, and the Company does not intend to update any of the forward-looking statements after the date this Annual
Report on Form 10-K is filed to confirm these statements to actual results, unless required by law.
PART I
ITEM 1 . BUSINESS.
COMPANY HISTORY
China Automotive Systems,
Inc., “China Automotive” or the “Company,” was incorporated in the State of Delaware on June 29,
1999. Through its subsidiary, Great Genesis Holdings Limited, “Genesis,” a corporation organized under the laws of
the Hong Kong Special Administrative Region, China, it owns interests in
nine Sino-joint ventures and three wholly-owned subsidiaries in the People’s Republic of China, “China” or
the “PRC,” which manufacture power steering systems and/or related products for different segments of the
automobile industry. Genesis also owns interests in a Brazil-based trading company, which engages mainly in the import and
sales of automotive parts in Brazil.
Henglong USA Corporation, “HLUSA,”
which was 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.
Unless the context indicates otherwise,
the Company uses the terms “the Company,” “we,” “our” and “us” to refer to Genesis
and China Automotive collectively on a consolidated basis.
BUSINESS OVERVIEW
The Company is a holding company and has
no significant business operations or assets other than its interest in Genesis. Genesis mainly engages in the manufacture and
sale of automotive systems and components through its controlled subsidiaries and the joint ventures, as described below.
Set forth below is an organizational chart
as at December 31, 2014.
China
Automotive Systems, Inc. [NASDAQ:CAAS] |
↓
100% |
|
|
|
↓
100% |
Great
Genesis Holdings Limited |
|
|
|
Henglong
USA Corporation |
↓ |
|
|
|
|
|
|
↓
100.00% |
|
|
|
|
|
|
↓
70% |
Hubei |
|
|
|
|
|
|
Shenyang Jinbei |
Henglong |
|
|
|
|
|
|
Henglong |
Automotive |
|
|
|
|
|
|
Automotive |
System Group |
|
|
|
|
|
|
Steering System |
Co., Ltd. |
|
|
|
|
|
|
Co., Ltd. |
“
Hubei
Henglong
” 1 |
|
|
|
|
|
|
“ Shenyang
” 2 |
↓ |
|
|
|
|
|
|
|
↓
100% |
↓
100% |
↓
83.34% |
↓
77.33% |
↓
85% |
↓
50.00% |
↓
70% |
↓
80.00% |
Jingzhou |
Shashi |
Universal |
Wuhu |
Wuhan |
Beijing |
Chongqing |
CAAS |
Henglong |
Jiulong |
Sensor |
Henglong |
Jielong |
Henglong |
Henglong |
Brazil’s |
Automotive |
Power |
Application, |
Automotive |
Electric |
Automotive |
Hongyan |
Imports And |
Parts Co., |
Steering |
Inc. |
Steering |
Power |
System Co., |
Automotive |
Trade In |
Ltd. |
Gears |
|
System Co., |
Steering Co., |
Ltd., |
System |
Automotive |
“
Henglong ” 3 |
Co., Ltd. |
“ USAI ”
5 |
Ltd. |
Ltd |
“ Beijing |
Co., Ltd |
Parts Ltd., |
↓ |
“
Jiulong ” 4 |
|
“ Wuhu
” 6 |
“
Jielong ” 7 |
Henglong”
8 |
“
Chongqing
Henglong
” 9 |
“
Brazil
Henglong”
10
|
↓ |
↓
80.00% |
↓51% |
|
|
↓85% |
|
|
|
Jingzhou
Henglong
Automotive
Technology
(Testing)
Center
“ Testing
Center” 11 |
Fujian
Qiaolong
Special
Purpose
Vehicle Co.,
Ltd.,
“Fujian
Qiaolong” 12
|
|
|
Wuhan
Chuguanjie
Automotive Science
and Technology
Ltd.,
“Wuhan
Chuguanjie”13 |
|
|
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|
| 1. | On March 7, 2007, Genesis established Hubei Henglong, formerly known as Jingzhou Hengsheng Automotive
System Co., Ltd., its wholly-owned subsidiary, to engage in the production and sales of automotive steering systems. On July 8,
2012, Hubei Henglong changed its name to Hubei Henglong Automotive System Group Co., Ltd. |
| 2. | Shenyang was established in 2002 and focuses on power steering parts for light duty vehicles. |
| 3. | Henglong was established in 1997 and mainly engages in the production of rack and pinion
power steering gears for cars and light-duty vehicles. On August 11, 2014, the Company entered into a stock exchange
agreement, the “Exchange Agreement”, with a third party, Jingzhou City Jiulong Machinery Electricity
Manufacturing Co., Ltd., “Jiulong Machine”, under which the Company issued 3,260,000 of its common shares in a
private placement for the acquisition of the 20% equity interest in Henglong held by Jiulong Machine. On September 26, 2014,
the Company obtained the 20% equity interest in Henglong and completed its share registration with the local government
administrative bureau. While the Company retained its controlling interest in Henglong, the Company’s acquisition of
the non-controlling interest was accounted for as an equity transaction. On October 13, 2014, the Company completed its
issuance of 3,260,000 common shares in a private placement to nominee holders of Jiulong Machine (See Notes 18 and 22). |
| 4. | Jiulong was established in 1993 and mainly engages in the production of integral power steering
gears for heavy-duty vehicles. On August 11, 2014, the Company entered into the Exchange Agreement, with Jiulong Machine under
which the Company issued 818,000 of its common shares in a private placement for the acquisition of the 19% equity interest in
Jiulong held by Jiulong Machine. On September 26, 2014, the Company obtained the 19% equity interest in Jiulong and completed its
share registration with the local government administrative bureau. While the Company retained its controlling interest in Jiulong,
the Company’s acquisition of the non-controlling interest was accounted for as an equity transaction. On October 13, 2014,
the Company completed its issuance of 818,000 common shares in a private placement to nominee holders of Jiulong Machine (See Notes
18 and 22). |
| 5. | USAI was established in 2005 and mainly engages in the production and sales of sensor modules. |
| 6. | Wuhu was established in 2006 and mainly engages in the production and sales of automobile steering
systems. |
| 7. | Jielong was established in 2006 and mainly engages in the production and sales of automobile steering
columns. |
| 8. | Beijing Henglong was established in 2010 and mainly engages in the design, development and manufacture
of both hydraulic and electric power steering systems and parts. According to the joint venture agreement, the Company does not
have voting control of Beijing Henglong. Therefore, the Company’s consolidated financial statements do not include Beijing
Henglong, and such investment is accounted for by the equity accounting method. |
| 9. | On February 21, 2012, Hubei Henglong and SAIC-IVECO Hongyan Company, “SAIC-IVECO,”
established a Sino-foreign joint venture company, Chongqing Henglong, to design, develop and manufacture both hydraulic and electric
power steering systems and parts. |
| 10. | On August 21, 2012, Brazil Henglong was established as a Sino-foreign joint venture company by
Hubei Henglong and two Brazilian citizens, Ozias Gaia Da Silva and Ademir Dal’ Evedove. Brazil Henglong engages mainly in
the import and sale of automotive parts in Brazil. |
| 11. | Testing Center was established in 2009 and mainly engages in the research and development of new
products. |
| 12. | In the second quarter of 2014, Hubei Henglong acquired a 51.0% ownership interest in Fujian Qiaolong
Special Purpose Vehicle Co., Ltd., “Fujian Qiaolong”, a special purpose vehicle manufacturer and dealer with automobile
repacking qualifications, based in Fujian, China. Fujian Qiaolong mainly manufactures and distributes drainage and rescue vehicles
with mass flow, drainage vehicles with vertical downhole operation, crawler-type mobile pump stations, high-altitude water supply
and discharge drainage vehicles, long-range control crawler-type mobile pump stations and other vehicles. |
| 13. | In May 2014, Jielong formed a subsidiary, Wuhan Chuguanjie Automotive Science and Technology Ltd.,
“Wuhan Chuguanjie”, which mainly engages in research and development, manufacture and sales of automobile electronic
systems and parts. Wuhan Chuguanjie is located in Wuhan, China. The registered capital of Wuhan Chuguanjie is RMB30.0 million,
equivalent to approximately $4.9 million. At the date of release of this annual report, Jielong has completed the capital injection
of RMB25.0 million, equivalent to approximately $4.1 million. |
The Company has business relationships
with more than sixty vehicle manufacturers, including FAW Group and Dongfeng Auto Group Co., Ltd, two of the five largest automobile
manufacturers in China; Shenyang Brilliance Jinbei Co., Ltd., the largest light vehicle manufacturer in China; Chery Automobile
Co., Ltd, the largest state owned car manufacturer in China, and BYD Auto Co., Ltd and Zhejiang Geely Automobile Co., Ltd., the
largest privately owned car manufacturers in China. The PRC-based joint ventures of General Motors (GM), Volkswagen, Citroen and
Chrysler North America are all key customers of the Company. Starting in 2008, the Company has supplied power steering gears to
the Sino-foreign joint ventures established by GM, Citroen and Volkswagen in China. The Company has supplied power steering gear
to Chrysler North America since 2009.
INTELLECTUAL PROPERTY RIGHTS
Intellectual Property rights, “IP,”
are important in helping the Company maintain its competitive position. Currently, the Company owns IP rights, including two trademarks
covering automobile parts, “HL” and “JL,” and more than eighty-five patents registered in China covering
power steering technology. The Company is in the process of integrating new advanced technologies such as electronic chips in power
steering systems into its current production line and is pursuing aggressive strategies in technology to maintain a competitive
edge within the automobile industry. In December 2009, the Company, through Henglong, formed Testing Center and cooperated with
Nanyang Ind. Co. Ltd. and Tsinghua University to engage in the research and development of new products, such as EPS, integral
rack and pinion power steering and high pressure power steering, to optimize current products design and to develop new, cost-saving
manufacturing processes.
STRATEGIC PLAN
The Company’s short to medium term
strategic plan is to focus on both domestic and international market expansion. To achieve this goal and higher profitability,
the Company focuses on brand recognition, quality control, cost efficiency, research and development and strategic acquisitions.
Set forth below are the Company’s programs:
| — | Brand Recognition. Under the brands of Henglong and Jiulong, the Company offers four separate
series of power steering sets and 310 models of power steering sets, steering columns and steering hoses. |
| — | Quality Control. The Henglong and Jiulong manufacturing facilities obtained the ISO/TS 16949
System Certification in January 2004, a well-recognized quality control system in the auto industry developed by TUVRheindland
of Germany. |
| — | Cost Efficiency. By improving the Company’s production ability and enhancing equipment
management, optimizing the process and products structure, perfecting the supplier system and cutting production cost, the
Company’s goal is to achieve a more competitive profit margin. |
| — | Research and Development. The Company established Testing Center for the research and development
of products and, by partnering with Nanyang Ind. Co. Ltd. and Tsinghua University for the development of advanced steering systems,
the Company’s objective is to gain increased market share in China. |
| — | International Expansion. The Company has entered into agreements with several international
vehicle manufacturers and auto parts modules suppliers and carried on preliminary negotiations regarding future development projects. |
| — | Acquisitions. The Company is exploring opportunities to create long-term growth through
new ventures or acquisitions of other auto component manufacturers. The Company will seek acquisition targets that meet the following
criteria: |
| · | companies that can be easily integrated into product manufacturing
and corporate management; |
| · | companies that have strong joint venture partners that would become
major customers; and |
| · | companies involved with power steering systems. |
CUSTOMERS
The Company’s ten largest customers
represented 66.8% of the Company’s total sales for the year ended December 31, 2014. The following table sets forth information
regarding the Company’s ten largest customers.
| |
Percentage of Total | |
Name of Major Customers | |
Revenue in 2014 | |
Chrysler North America | |
| 11.5 | % |
Dongfeng Auto Group Co., Ltd. | |
| 8.6 | % |
Beiqi Foton | |
| 8.0 | % |
SAIC Motor | |
| 7.6 | % |
Baoding Great Wall Automobile Holding Co., Ltd. | |
| 6.5 | % |
Zhejiang Geely Holding Group | |
| 5.4 | % |
Shengyang Brilliance Jinbei Automobile Co., Ltd. | |
| 5.3 | % |
China FAW Group Corporation | |
| 5.0 | % |
BYD Auto Co., Ltd | |
| 4.6 | % |
Chery Automobile Co., Ltd. | |
| 4.3 | % |
Total | |
| 66.8 | % |
The Company primarily sells its products
to the above-mentioned original equipment manufacturing, “OEM”, customers; it also has excellent relationships with
them, including serving as their first-rank supplier and developer for product development for new models. While the Company intends
to continue to focus on retaining and winning this business, it cannot ensure that it will succeed in doing so. It is difficult
to keep doing business with the above-mentioned OEM customers as a result of severe price competition and customers’ diversification
of their supply base. The Company’s business would be materially and adversely affected if it loses one or more of these
major customers.
SALES AND MARKETING
The Company’s sales and marketing
team has 136 sales persons, which are divided into an OEM team, a sales service team and a working group dedicated to international
business. These sales and marketing teams provide a constant interface with the Company’s key customers. They are located
in all major vehicle producing regions to represent more effectively the Company’s customers’ interests within the
Company’s organization, to promote their programs and to coordinate their strategies with the goal of enhancing overall service
and satisfaction. The Company’s ability to support its customers is further enhanced by its broad presence in terms of sales
offices, manufacturing facilities, engineering technology centers and joint ventures.
The Company’s sales and marketing
organization and activities are designed to create overall awareness and consideration of, and therefore to increase sales of the
Company’s modular systems and components. To achieve that objective, the Company organized delegations to visit the United
States, Korea, India and Japan and has supplied power steering gear to Chrysler North America. Through these activities, the Company
has generated potential business interest as a strong base for future development.
DISTRIBUTION
The Company’s distribution system
covers all of China. The Company has established sales and service offices with certain significant customers to deal with matters
related to such customers in a timely fashion. The Company also established distribution warehouses close to major customers to
ensure timely deliveries. The Company maintains strict control over inventories. Each of these sales and service offices sends
back to the Company through e-mail or fax information related to the inventory and customers’ needs. The Company guarantees
product delivery in 8 hours for those customers who are located within 200 km from the Company’s distribution warehouses,
and 24 hours for customers who are located outside of 200 km from the Company’s distribution warehouses. Delivery time is
a very important competitive factor in terms of customer decision making, together with quality, pricing and long-term relationships.
EMPLOYEES AND FACILITIES
As of
December 31, 2014, the Company employed approximately 4,310 persons, including approximately:
| · | 2,881 by Henglong (including Testing Center
formed by Henglong) and Jiulong; |
| · | 113 by Chongqing Henglong; |
| · | 10 by Brazil Henglong; and |
As of December 31, 2014, each of Henglong
and Jiulong, as a whole, Shenyang, Wuhu, Jielong and Hubei Henglong, as a whole, Chongqing Henglong and Fujian Qiaolong had a manufacturing
and administration area of 150,689 square meters, 35,354 square meters, 83,705 square meters, 177,747 square meters, 17,188 square
meters and 34,449 square meters, respectively.
Hubei Province, which is home to Dongfeng,
one of the largest automakers in China, provides an ample supply of inexpensive but skilled labor to automotive-related industries.
The annual production of one of the Company’s main products, power steering gears, was approximately 5.0 million units and
4.3 million units in 2014 and 2013, respectively. Although the production process continues to rely heavily on manual labor, the
Company has invested substantially in high-level production machinery to improve capacity and production quality. Approximately
$51.8 million was spent over the last three years to purchase professional-grade equipment and extend workshops, approximately
72.4% of which has been used in the production process as of December 31, 2014.
RAW MATERIALS
The Company purchases various manufactured
components and raw materials for use in its manufacturing processes. The principal components and raw materials the Company purchases
include castings, finished sub-components, aluminum, steel, fabricated metal electronic parts and molded plastic parts. The most
important raw material is steel. The Company enters into purchase agreements with local suppliers. The annual purchase plans are
determined at the beginning of the calendar year but are subject to revision every three months as a result of customers’
orders. A purchase order is made according to monthly production plans. This protects the Company from building up inventory when
the orders from customers change.
The Company’s purchases from its
ten largest suppliers represented in the aggregate 23.4% of all components and raw materials it purchased for the year ended December
31, 2014, and none of them provided more than 10% of total purchases.
All components and raw materials are available
from numerous sources. The Company has not, in recent years, experienced any significant shortages of manufactured components or
raw materials and normally does not carry inventories of these items in excess of what is reasonably required to meet its production
and shipping schedules.
RESEARCH AND DEVELOPMENT
The Company owns the Testing Center, a
Hubei Provincial-Level technical center, which has been approved by the Hubei Economic Commission. The center has a staff of about
500, including 49 senior engineers, 6 foreign experts and 247 engineers, primarily focusing on steering system R&D, tests,
production process improvement and new material and production methodology application.
In addition, the Company has partnered
with Tsinghua University to establish a steering system research center, called Tsinghua Henglong Automobile Steering Research
Institute, for the purposes of R&D and experimentation for EPS.
The Company believes that its engineering
and technical expertise, together with its emphasis on continuing research and development, allow it to use the latest technologies,
materials and processes to solve problems for its customers and to bring new, innovative products to market. The Company believes
that continued research and development activities, including engineering, are critical to maintaining its pipeline of technologically
advanced products. The Company has aggressively managed costs in other portions of its business in order to increase its total
expenditures for research and development activities, including engineering, at approximately $23.0 million and $20.9 million for
the years ended December 31, 2014 and 2013, respectively. The increase in 2014 is mainly due to the large expenditure in EPS R&D,
because the Company believes demands for new EPS products will increase significantly in the future. In 2013 and 2014, the sales
of such newly developed products accounted for about 9.3% and 12.1%, respectively, of total sales.
COMPETITION
The automotive components industry is extremely
competitive. The Company’s customers consider criteria including quality, price/cost competitiveness, system and product
performance, reliability and timeliness of delivery, new product and technology development capability, excellence and flexibility
in operations, degree of global and local presence, effectiveness of customer service and overall management capability. The power
steering system market is fragmented in China, and the Company has seven major competitors. Of these competitors, two are Sino-foreign
joint ventures while the other five are state-owned. Like many competitive industries, there is pressure on downward selling prices.
The Company’s major competitors,
including Shanghai ZF and First Auto FKS, “FKS,” are component suppliers to specific automobile manufacturers. Shanghai
ZF is the joint venture of SAIC and ZF Germany, which is an exclusive supplier to SAIC-Volkswagen and SAIC-GM. FKS is a joint venture
between First Auto Group and Japan’s Koyo Company and its main customer is FAW-Volkswagen Company.
While the Chinese government limits foreign
ownership of auto assemblers to 50%, there is no analogous limitation in the automotive components industry. Thus, opportunities
exist for foreign component suppliers to set up factories in China. These overseas competitors employ technology that may be more
advanced and may have existing relationships with global automobile assemblers, but they are generally not as competitive as the
Company in China in terms of production cost and flexibility in meeting client requirements.
CHINESE AUTOMOBILE INDUSTRY
The Company is a supplier
of automotive parts and most of its operations are located in China. An increase or decrease in the output and sales of
Chinese vehicles could result in an increase or decrease of the Company’s results of operations. According to the
latest statistics from the China Association of Automobile Manufacturers, “CAAM,” in 2014, the output and sales
volume of vehicles in China have reached 23.7 million and 23.5 million units, respectively, an increase of 7.3% and 6.9%
compared to 2013. The output and sales volume of passenger vehicles in 2014 was 19.9 million and 19.7 million units
respectively, an increase of 10.2% and 9.9% compared to 2013. The output and sales volume of commercial vehicles in 2014 was
3.8 million and 3.8 million units, respectively, a decrease of 5.7% and 6.5%, respectively, compared to 2013. Accordingly, in
2014, the Company’s sales of steering gears for passenger vehicles and commercial vehicles increased by 19.6% and 1.4%,
respectively, compared to 2013.
With the recovery of the overall economy
of China and the continued increase in the income of China’s urban and rural residents, the automobile industry had single-digit
growth in 2014. Industry analysts expect that market growth will continue in 2015 at an annual rate of about 8% to 10%.
Management believes that the continuing
development of the highway system will have a significant positive long-term impact on the manufacture and sale of private automobiles
in the PRC. Statistics from the Ministry of Transport show that 93,800 kilometers of highway and 7,450 kilometers of expressway
were built in 2014. Total highways and expressways in the PRC now amount to 4,335,800 kilometers and 111,450 kilometers, respectively.
ENVIRONMENTAL COMPLIANCE
The Company is subject to the requirements
of U.S. federal, state, local and non-U.S., including China’s, environmental and occupational safety and health laws and
regulations. These include laws regulating air emissions, water discharge and waste management. The Company has an environmental
management structure designed to facilitate and support its compliance with these requirements globally. Although the Company intends
to comply with all such requirements and regulations, it cannot provide assurance that it is at all times in compliance. The Company
has made and will continue to make capital and other expenditures to comply with environmental requirements, although such expenditures
were not material during the past two years. Environmental requirements are complex, change frequently and have tended to become
more stringent over time. Accordingly, the Company cannot assure that environmental requirements will not change or become more
stringent over time or that its eventual environmental cleanup costs and liabilities will not be material.
During the years ended December 31, 2013
and 2014, the Company did not make any material capital expenditures relating to environmental compliance.
FINANCIAL INFORMATION AND GEOGRAPHIC
AREAS
Financial information about sales and long-term
assets by major geographic region can be found in Note 32, “Segment Reporting” to the consolidated financial statements
in this Report. The following table summarizes the percentage of sales and total assets by major geographic regions:
| |
Net Sales | | |
Long-term assets | |
| |
Year Ended December 31, | | |
As of December 31 | |
| |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| |
| | |
| | |
| | |
| |
Geographic region: | |
| | | |
| | | |
| | | |
| | |
United States | |
| 12.4 | % | |
| 12.1 | % | |
| 0.8 | % | |
| 0.9 | % |
China | |
| 87.5 | | |
| 87.7 | | |
| 99.1 | | |
| 99.1 | |
Other foreign countries | |
| 0.1 | | |
| 0.2 | | |
| 0.1 | | |
| 0.0 | |
Total consolidated | |
| 100.0 | % | |
| 100.0 | % | |
| 100.00 | % | |
| 100.0 | % |
WEBSITE ACCESS TO SEC FILINGS
The Company files electronically with,
or furnishes to, the SEC its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments
to those reports pursuant to Section 13(a) of the Securities Exchange Act of 1934. The Company makes available free of charge on
its web site (www.caasauto.com) all such reports as soon as reasonably practicable after they are filed.
The SEC maintains an Internet site that
contains reports, proxy information and information statements, and other information regarding issuers that file electronically
with the SEC. The address of that website is http://www.sec.gov. The materials are also available at the SEC’s Public Reference
Room, located at 100 F Street N.E., Washington, D.C. 20549. The public may obtain information through the public reference room
by calling the SEC at 1-800-SEC-0330.
Any investment in the Company’s
securities involves a high degree of risk. You should carefully consider the risks described below, together with the information
contained elsewhere in this Annual Report, before you make a decision to invest in the Company. The Company’s business, financial
conditions and results of operations could be materially and adversely affected by many risk factors. Because of these risk factors,
actual results might differ significantly from those projected in any forward-looking statements. Factors that might cause such
differences include, among others, the following:
RISKS RELATED TO THE COMPANY’S
BUSINESS AND INDUSTRY
The cyclical nature of automotive
production and sales could result in a reduction in automotive sales, which could adversely affect the Company’s business
and results of operations.
The Company’s business relies on
automotive vehicle production and sales by its customers, which are highly cyclical and depend on general economic conditions and
other factors, including consumer spending and preferences and the price and availability of gasoline. They also can be affected
by labor relations issues, regulatory requirements and other factors. In the last two years, the price of automobiles in China
has generally declined. Additionally, the volume of automotive production in China has fluctuated from year to year, which gives
rise to fluctuations in the demand for the Company’s products. Therefore, any significant economic decline could result in
a reduction in automotive production and sales by the Company’s customers and could have a material adverse effect on the
Company’s results of operations. Moreover, if the prices of automobiles keep declining, the selling price of automotive parts
also would decrease, which would result in lower revenues and profitability.
Increasing costs for manufactured
components and raw materials may adversely affect the Company’s profitability.
The Company uses a broad range of manufactured
components and raw materials in its products, including castings, electronic components, finished sub-components, molded plastic
parts, fabricated metal, aluminum and steel and resins. Because it may be difficult to pass increased prices for these items on
to the Company’s customers, a significant increase in the prices of the Company’s components and materials could materially
increase the Company’s operating costs and adversely affect its profit margins and profitability.
Because the Company is a holding
company with substantially all of its operations conducted through its subsidiaries, its performance will be affected by the performance
of its subsidiaries.
The Company almost has no operations independent
of those of Genesis and its subsidiaries, and the Company’s principal assets are its investments in Genesis and its subsidiaries
and affiliates. As a result, the Company is dependent upon the performance of Genesis and its subsidiaries and will be subject
to the financial, business and other factors affecting Genesis as well as general economic and financial conditions. As substantially
all of the Company’s operations are and will be conducted through its subsidiaries, the Company will be dependent on the
cash flow of its subsidiaries to meet its obligations.
Because virtually all of the Company’s
assets are and will be held by operating subsidiaries, the claims of the Company’s stockholders will be structurally subordinate
to all existing and future liabilities and obligations, and trade payables of such subsidiaries. In the event of the Company’s
bankruptcy, liquidation or reorganization, its assets and those of its subsidiaries will be available to satisfy the claims of
the Company’s stockholders only after all of its and its subsidiaries’ liabilities and obligations have been paid in
full.
With the automobile parts markets
being highly competitive and many of the Company’s competitors having greater resources than it does, the Company may not
be able to compete successfully.
The automobile parts industry is a highly
competitive business. The Company’s customers consider criteria including:
| · | price/cost competitiveness; |
| · | system and product performance; |
| · | reliability and timeliness of delivery; |
| · | new product and technology development capability; |
| · | excellence and flexibility in operations; |
| · | degree of global and local presence; |
| · | effectiveness of customer service; and |
| · | overall management capability. |
The Company’s competitors include
independent suppliers of parts, as well as suppliers formed by spin-offs from the Company’s customers, who are becoming more
aggressive in selling parts to other vehicle manufacturers. Depending on the particular product, the number of the Company’s
competitors varies significantly. Many of the Company’s competitors have substantially greater revenues and financial resources
than it does, as well as stronger brand names, consumer recognition, business relationships with vehicle manufacturers, and geographic
presence than it has. The Company may not be able to compete favorably and increased competition may substantially harm its business,
business prospects and results of operations.
Internationally, the Company faces different
market dynamics and competition. The Company may not be as successful as its competitors in generating revenues in international
markets due to the lack of recognition of its products or other factors. Developing product recognition overseas is expensive and
time-consuming and the Company’s international expansion efforts may be more costly and less profitable than it expects.
If the Company is not successful in its target markets, its sales could decline, its margins could be negatively impacted and it
could lose market share, any of which could materially harm the Company’s business, results of operations and profitability.
Pricing pressure by automobile manufacturers
on their suppliers may adversely affect the Company’s business and results of operations.
Recently, pricing pressure from automobile
manufacturers has been prevalent in the automotive parts industry in China. Virtually all vehicle manufacturers seek price reductions
each year. Although the Company has tried to reduce costs and resist price reductions, these reductions have impacted the Company’s
sales and profit margins. If the Company cannot offset continued price reductions through improved operating efficiencies and reduced
expenditures, price reductions will have a material adverse effect on the Company's results of operations.
The Company’s business, revenues
and profitability would be materially and adversely affected if it loses any of its large customers.
For the year ended December 31, 2014, approximately
11.5%, 8.6%, 8.0% and 7.6% of the Company’s sales were to Chrysler North America, Dongfeng Auto Group Co., Ltd., Beiqi Foton
and SAIC Motor, the Company’s four largest customers in 2014, respectively. In total, these four largest customers accounted
for 35.7% of total sales in 2014. For the year ended December 31, 2013, approximately 11.1%, 8.9%, 7.8% and 7.7% of the Company’s
sales were to Chrysler North America, SAIC GM Wuling Automobile Co., Zhejiang Geely Holding Co., Ltd. and Baoding Great Wall Automobile
Holding Co., Ltd., the Company’s four largest customers in 2013, respectively. In total, these four largest customers accounted
for 35.5% of total sales in 2013. The loss of, or significant reduction in purchases by, one or more of these major customers could
adversely affect the Company’s business.
The Company may not be able to collect receivables incurred
by customers.
Although the Company currently sells its
products on credit, the Company’s ability to receive payment for its products depends on the continued creditworthiness of
its customers. The Company’s customer base may change if its sales increase because of the Company’s expanded capacity.
If the Company is not able to collect its receivables, its profitability will be adversely affected.
The Company may be subject to product
liability and warranty and recall claims, which may increase the costs of doing business and adversely affect the Company’s
financial condition and liquidity.
The Company may be exposed to product liability
and warranty claims if its products actually or allegedly fail to perform as expected or the use of its products results, or is
alleged to result, in bodily injury and/or property damage. The Company started to pay some of its customers’ increased after-sales
service expenses due to consumer rights protection policies of “recall” issued by the Chinese government in 2004, such
as the recalling flawed vehicles policy. Beginning in 2004, automobile manufacturers unilaterally required their suppliers to pay
a “3-R Guarantees” service charge for repair, replacement and refund in an amount of about 2%–6% of the total
amount of parts supplied. Accordingly, the Company has experienced and will continue to experience higher after sales service expenses.
Product liability, warranty and recall costs may have a material adverse effect on the Company’s financial condition.
The Company is subject to environmental
and safety regulations, which may increase the Company’s compliance costs and may adversely affect its results of operations.
The Company is subject to the requirements
of environmental and occupational safety and health laws and regulations in China. The Company cannot provide assurance that it
has been or will be at all times in full compliance with all of these requirements, or that it will not incur material costs or
liabilities in connection with these requirements. Additionally, these regulations may change in a manner that could have a material
adverse effect on the Company’s business, results of operations and financial condition. The capital requirements and other
expenditures that may be necessary to comply with environmental requirements could increase and become a material expense of doing
business.
Non-performance by the Company’s
suppliers may adversely affect its operations by delaying delivery or causing delivery failures, which may negatively affect demand,
sales and profitability.
The Company purchases various types of
equipment, raw materials and manufactured component parts from its suppliers. The Company would be materially and adversely affected
by the failure of its suppliers to perform as expected. The Company could experience delivery delays or failures caused by production
issues or delivery of non-conforming products if its suppliers fail to perform, and it also faces these risks in the event any
of its suppliers becomes insolvent or bankrupt.
The Company’s business and
growth may suffer if it fails to attract and retain key personnel.
The Company’s ability to operate
its business and implement its strategies effectively depends on the efforts of its executive officers and other key employees.
The Company depends on the continued contributions of its senior management and other key personnel. The Company’s future
success also depends on its ability to identify, attract and retain highly skilled technical staff, particularly engineers and
other employees with mechanics and electronics expertise, and managerial, finance and marketing personnel. The Company does not
maintain a key person life insurance policy on Mr. Hanlin Chen or Mr. Qizhou Wu. The loss of the services of any of the Company’s
key employees or the failure to attract or retain other qualified personnel could substantially harm the Company’s business.
The Company’s management controls
approximately 62.4% of its outstanding common stock and may have conflicts of interest with the Company’s minority stockholders.
As of December 31, 2014, members of the
Company’s management beneficially own approximately 62.4% of the outstanding shares of the Company’s common stock.
As a result, except for the related party transactions that require approval of the audit committee of the board of directors of
the Company, these majority stockholders have control over decisions to enter into any corporate transaction, which could result
in the approval of transactions that might not maximize overall stockholders’ value. Additionally, these stockholders control
the election of members of the Company’s board, have the ability to appoint new members to the Company’s management
team and control the outcome of matters submitted to a vote of the holders of the Company’s common stock. The interests of
these majority stockholders may at times conflict with the interests of the Company’s other stockholders. The Company regularly
engages in transactions with entities controlled by one or more of its officers and directors, including those controlled by Mr.
Hanlin Chen, the chairman of the board of directors of the Company and its controlling stockholder.
There is a limited public float of
the Company’s common stock, which can result in the Company’s stock price being volatile and prevent the realization
of a profit on resale of the Company’s common stock or derivative securities.
There is a limited public float of the
Company’s common stock. As of December 31, 2014, approximately 37.6% of the Company’s outstanding common stock is considered
part of the public float. The term “public float” refers to shares freely and actively tradable on the NASDAQ Capital
Market and not owned by officers, directors or affiliates, as such term is defined under the Securities Act. As a result of the
limited public float and the limited trading volume on some days, the market price of the Company’s common stock can be volatile,
and relatively small changes in the demand for or supply of the Company’s common stock can have a disproportionate effect
on the market price for its common stock. This stock price volatility could prevent a security holder seeking to sell the Company’s
common stock or derivative securities from being able to sell them at or above the price at which the stock or derivative securities
were bought, or at a price which a fully liquid market would report.
The Company is subject to penny stock regulations and
restrictions.
The SEC has adopted regulations which generally
define so-called “penny stock” as an equity security that has a market price less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exemptions. As of December 31, 2014, the closing price for the Company’s
common stock was $7.09. If the Company’s stock is a “penny stock”, it may become subject to Rule 15g-9 under
the Securities Exchange Act of 1934, the “Penny Stock Rule.” This rule imposes additional sales practice requirements
on broker-dealers that sell such securities to persons other than established customers and “accredited investors,”
generally, individuals with a net worth in excess of $1.0 million or annual incomes exceeding $0.2 million, or $0.3 million together
with their spouses. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the
purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may
affect the ability of broker-dealers to sell the Company’s securities and may affect the ability of purchasers to sell any
of the Company’s securities in the secondary market.
For any transaction involving a penny stock,
unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the
SEC relating to the penny stock market. Disclosure also is required to be made about sales commissions payable to both the broker-dealer
and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent
disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.
There can be no assurance that the Company’s common stock
will qualify for exemption from the Penny Stock Rule. In any event, even if the Company’s common stock were exempt from the
Penny Stock Rule, the Company would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to
restrict any person from participating in a distribution of penny stock if the SEC finds that such a restriction would be in the
public interest.
Provisions in the Company’s
certificate of incorporation and bylaws and the General Corporation Law of Delaware may discourage a takeover attempt.
Provisions in the Company’s certificate
of incorporation and bylaws and the General Corporation Law of Delaware, the state in which it is organized, could make it difficult
for a third party to acquire the Company, even if doing so might be beneficial to the Company’s stockholders. Provisions
of the Company’s certificate of incorporation and bylaws impose various procedural and other requirements, which could make
it difficult for stockholders to effect certain corporate actions and possibly prevent transactions that would maximize stockholders’
value.
Failure to maintain effective internal
control over financial reporting could have a material adverse effect on the Company’s business, results of operations and
the trading price of its shares.
The Company is subject to reporting obligations
under the U.S. securities laws. The Securities and Exchange Commission, the “SEC,” as required by Section 404 of the
Sarbanes-Oxley Act of 2002, has adopted rules requiring public companies to include a report of management in its annual report
that contains an assessment by management of the effectiveness of such company’s internal control over financial reporting.
The Company’s
management conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2013
and concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2013. As
of December 31, 2014, the Company has implemented measures to address the material weakness and, in the opinion of management,
the material weakness identified by management has been fully remediated as of December 31, 2014.
If the Company
fails to maintain the adequacy of its internal controls in the future, it will not be able to ensure that it can conclude on an
ongoing basis that it has effective internal control over financial reporting in accordance with the Sarbanes-Oxley Act. Moreover,
effective internal controls are necessary for the Company to produce reliable financial reports and are important to help prevent
fraud. Any failure to maintain effective internal control over financial reporting could result in the loss of investor confidence
in the reliability of the Company’s financial statements, which in turn could harm its business and negatively impact the
trading price of its common stock. Furthermore, the Company may need to incur additional costs and use additional management
and other resources in an effort to comply with Section 404 of the Sarbanes-Oxley Act and other requirements going forward.
The Company generally does not pay
cash dividends on its common stock.
Although the Company announced a special
cash dividend of $0.18 per common share to the Company’s shareholders of record as of the close of business on June 26, 2014,
it does not anticipate paying any other cash dividends in the foreseeable future. The Company currently intends to retain future
earnings, if any, to finance operations and the expansion of its business. Any future determination to pay cash dividends will
be at the discretion of the Company’s board of directors and will be based upon the Company’s financial condition,
operating results, capital requirements, plans for expansion, restrictions imposed by any financing arrangements and any other
factors that the Company’s board of directors deems relevant.
Techniques employed by short sellers
may drive down the market price of the Company’s common stock.
Short selling is the practice of selling
securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities
back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between
the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that
purchase than it received in the sale. As it is in the short seller’s best interests for the price of the stock to decline,
many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business
prospects in order to create negative market momentum and generate profits for themselves after selling a stock short. These short
attacks have, in the past, led to selling of shares in the market.
In the recent past, public companies that
have substantially all of their operations in China have been the subject of short selling. Much of the scrutiny and negative publicity
has centered around allegations of a lack of effective internal control over financial reporting resulting in financial and accounting
irregularities and mistakes, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations
of fraud. As a result, many of these companies are now conducting internal and external investigations into the allegations and,
in the interim, are subject to shareholder lawsuits and/or SEC enforcement actions.
It is not clear what effect such negative
publicity would have on the Company, if any. If the Company were to become the subject of any unfavorable allegations, whether
such allegations are proven to be true or untrue, the Company could have to expend a significant amount of resources to investigate
such allegations and/or defend itself. While the Company would strongly defend against any such short seller attacks, the Company
may be constrained in the manner in which it can proceed against the relevant short seller by principles of freedom of speech,
applicable state law or issues of commercial confidentiality. Such a situation could be costly and time-consuming, and could distract
the Company’s management from growing the Company. Even if such allegations are ultimately proven to be groundless, allegations
against the Company could severely impact its business operations and stockholders equity, and any investment in the Company’s
stock could be greatly reduced or rendered worthless.
The Company’s secured credit
facilities contain certain financial covenants that it may not satisfy, which, if not satisfied, could result in the acceleration
of the amounts due under the Company’s secured credit facilities and the limitation of the Company’s ability to borrow
additional funds in the future.
The agreements governing the Company’s
secured credit facilities subject it to various financial and other restrictive covenants with which the Company must comply on
an ongoing or periodic basis. These covenants include, but are not limited to, restrictions on the utilization of the funds and
the maintenance of certain financial ratios. If the Company violate any of these covenants, the Company’s outstanding debt
under the Company’s secured credit facilities could become immediately due and payable, the Company’s lenders could
proceed against any collateral securing such indebtedness and the Company’s ability to borrow additional funds in the future
may be limited. Alternatively, the Company could be forced to refinance or renegotiate the terms and conditions of the Company’s
secured credit facilities, including the interest rates, financial and restrictive covenants and security requirements of the secured
credit facilities, on terms that may be significantly less favorable to the Company.
RISKS RELATED TO DOING BUSINESS IN CHINA AND OTHER COUNTRIES
BESIDES THE UNITED STATES
The Company may face a severe operating
environment during times of economic recession.
The sales volume of the Company’s
core products is largely influenced by the demand for its customers’ end products which are mostly sold in the Chinese markets.
Future economic crises, either within China or without, may lead to a drastic drop in demand for the Company’s products.
Inflation in China could negatively affect the Company’s
profitability and growth.
China’s economy has experienced rapid
growth, much of it due to the issuance of debt over the last few years. This debt-fueled economic growth has led to growth in the
money supply, causing rising inflation. If prices for the Company’s products rise at a rate that is insufficient to compensate
for the rise in the cost of production, it may harm the Company’s profitability. In order to control inflation, the Chinese
government has imposed controls on bank credit, limits on loans and other restrictions on economic activities. Such policies have
led to a slowing of economic growth. Additional measures could further slow economic activity in China, which could, in turn, materially
increase the Company’s costs while also reducing demand for the Company’s products.
The Chinese government’s macroeconomic
policies could have a negative effect on the Company’s business and results of operations.
The Chinese government has implemented
various measures from time to time to control the rate of economic growth in the PRC. Some of these measures may have a negative
effect on the Company over the short or long term. Recently, to cope with high inflation and economic imbalances, the Chinese government
has tightened monetary policy and implemented floating exchange rate policy. In addition, in order to alleviate some of the effects
of unbalanced growth and social discontent, the Chinese government has enacted a series of social programs and anti-inflationary
measures. These, in turn, have increased the costs on the financial and manufacturing sectors, without having alleviated the effects
of high inflation and economic imbalances. The Chinese government’s macroeconomic policies, even if effected properly, may
significantly slow down China’s economy or cause great social unrest, all of which would have a negative effect on the Company’s
business and results of operations.
The economic, political and social
conditions in China could affect the Company’s business.
Most of the Company’s business, assets
and operations are located in China. The economy of China differs from the economies of most developed countries in many respects,
including government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. The
economy of China has been transitioning from a planned economy to a more market-oriented economy. Although the Chinese government
has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of
productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of productive
assets in China is still owned by the Chinese government.
In addition, the Chinese government continues
to play a significant role in regulating industry by imposing industrial policies. It also exercises significant control over China’s
economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary
policy and providing preferential treatment to particular industries or companies. Therefore, the Chinese government’s involvement
in the economy could adversely affect the Company’s business operations, results of operations and/or financial condition.
Because the Company’s operations
are mostly located outside of the United States and are subject to Chinese laws, any change of Chinese laws may adversely affect
its business.
Most of the Company’s operations
are in the PRC, which exposes it to risks, such as exchange controls and currency restrictions, currency fluctuations and devaluations,
changes in local economic conditions, changes in Chinese laws and regulations, exposure to possible expropriation or other PRC
government actions, and unsettled political conditions. These factors may have a material adverse effect on the Company’s
operations or on its business, results of operations and financial condition.
The Company’s international expansion plans subject
it to risks inherent in doing business internationally.
The Company’s
long-term business strategy relies on the expansion of its international sales outside China by targeting markets, such as
the United States and Brazil. The Company’s net sales outside of China increased from $51.3 million in 2013 to
$58.3 million in 2014. Risks affecting the Company’s international expansion include challenges caused by distance,
language and cultural differences, conflicting and changing laws and regulations, foreign laws, international import and
export legislation, trading and investment policies, foreign currency fluctuations, the burdens of complying with a wide
variety of laws and regulations, protectionist laws and business practices that favor local businesses in some countries,
foreign tax consequences, higher costs associated with doing business internationally, restrictions on the export or
import of technology, difficulties in staffing and managing international operations, trade and tariff restrictions, and
variations in tariffs, quotas, taxes and other market barriers. These risks could harm the Company’s international
expansion efforts, which could in turn materially and adversely affect its business, operating results and financial
condition.
On September 17, 2012, the United States
filed a trade case with the World Trade Organization, “WTO,” against the PRC with respect to the PRC government’s
purported provision of subsidies to the automobile and automobile-parts enterprises in the PRC. If the WTO rules against China
in this trade case, the cost of sales of the Company could increase due to the imposition of any tariff and/or the Company’s
ability to export products to the United States could be limited, which could affect the Company’s business and operating
results.
In addition, under Section 1502 of
the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC has adopted additional disclosure requirements related to
the source of certain “conflict minerals” for issuers for which such “conflict minerals” are necessary
to the functionality or production of a product manufactured, or contracted to be manufactured, by that issuer. The metals covered
by the rules include tin, tantalum, tungsten and gold, commonly referred to as “3TG.” If these materials are necessary
to the functionality or production of a product manufactured, or contracted to be manufactured, the rules require a reasonable
country of origin inquiry be conducted to determine if an issuer knows, or has reason to believe, that any of the minerals used
in the production process may have originated from the Democratic Republic of the Congo or an adjoining country. In such a case,
if an issuer were not able to determine that the minerals did not originate from a covered country or conclude that there is no
reason to believe that the minerals used in the production process may have originated in a covered country, that issuer could
be required to perform supply chain due diligence on members of its supply chain. Global supply chains can have multiple layers,
thus the costs of complying with these new requirements could be substantial. These new requirements may also reduce the number
of suppliers that provide conflict-free metals, and may affect a company’s ability to obtain products in sufficient quantities
or at competitive prices. If the Company was to source such 3TG minerals that are necessary to the functionality or production
of a product manufactured, or contracted to be manufactured, compliance costs with these rules and/or the unavailability of raw
materials could have a material adverse effect on the Company’s results of operations.
The Company faces risks associated
with currency exchange rate fluctuations; any adverse fluctuation may adversely affect its operating margins.
Although the Company is incorporated in
the State of Delaware, in the United States, the majority of its current revenues are in Chinese currency. Conducting business
in currencies other than U.S. dollars subjects the Company to fluctuations in currency exchange rates that could have a negative
impact on its reported operating results. Fluctuations in the value of the U.S. dollar relative to other currencies impact the
Company’s revenues, cost of revenues and operating margins and result in foreign currency translation gains and losses. Historically,
the Company has not engaged in exchange rate hedging activities. Although the Company may implement hedging strategies to mitigate
this risk, these strategies may not eliminate its exposure to foreign exchange rate fluctuations and involve costs and risks of
their own, such as ongoing management time and expertise requirements, external costs to implement the strategy and potential accounting
implications.
If relations between the United States
and China worsen, the Company’s stock price may decrease and the Company may have difficulty accessing the U.S. capital markets.
At various times during recent years, the
United States and China have had disagreements over political and economic issues. Controversies may arise in the future between
these two countries. Any political or trade controversies between the United States and China could adversely affect the market
price of the Company’s common stock and its ability to access U.S. capital markets.
The Chinese government could change
its policies toward private enterprise, which could adversely affect the Company’s business.
The Company’s business is subject
to political and economic uncertainties in China and may be adversely affected by China’s political, economic and social
developments. Over the past several years, the Chinese government has pursued economic reform policies including the encouragement
of private economic activity and greater economic decentralization. The Chinese government may not continue to pursue these policies
or may alter them to the Company’s detriment from time to time. Changes in policies, laws and regulations, or in their interpretation
or the imposition of confiscatory taxation, restrictions on currency conversion, restrictions or prohibitions on dividend payments
to stockholders, devaluations of currency or the nationalization or other expropriation of private enterprises could have a material
adverse effect on the Company’s business. Nationalization or expropriation could result in the total loss of the Company’s
investment in China.
Government control of currency conversion
and future movements in exchange rates may adversely affect the Company’s operations and financial results.
The Company receives most of its revenues
in Chinese Renminbi,“RMB”. A portion of such revenues will be converted into other currencies to meet the Company’s
foreign currency obligations. Foreign exchange transactions under the Company’s capital account, including principal payments
in respect of foreign currency-denominated obligations, continue to be subject to significant foreign exchange controls and require
the approval of the State Administration of Foreign Exchange in China. These limitations could affect the Company’s ability
to obtain foreign exchange through debt or equity financing, or to obtain foreign exchange for capital expenditures.
The Chinese government controls its foreign
currency reserves through restrictions on imports and conversion of RMB into foreign currency. In July 2005, the Chinese government
has adjusted its exchange rate policy from “Fixed Rate” to “Floating Rate”. Between July 2005 to December
2014, the exchange rate between the RMB and the U.S. dollar appreciated from RMB1.00 to $0.1205 to RMB1.00 to $0.1634. The Company
believes that this significant appreciation will continue for the near future. Significant appreciation of the RMB is likely to
decrease the income of export products and decrease the Company’s cash flow.
Because the Chinese legal system
is not fully developed, the Company and its security holders’ legal protections may be limited.
The Chinese legal system is based on written
statutes and their interpretation by the Supreme People’s Court. Although the Chinese government introduced new laws and
regulations to modernize its business, securities and tax systems on January 1, 1994, China does not yet possess a comprehensive
body of business law. Because Chinese laws and regulations are relatively new, interpretation, implementation and enforcement of
these laws and regulations involve uncertainties and inconsistencies and it may be difficult to enforce contracts. In addition,
as the Chinese legal system develops, changes in such laws and regulations, their interpretation or their enforcement may have
a material adverse effect on the Company’s business operations. Moreover, interpretative case law does not have the same
precedential value in China as in the United States, so legal compliance in China may be more difficult or expensive.
It may be difficult to serve the
Company with legal process or enforce judgments against its management or the Company.
Most of the Company’s assets are
located in China and twelve of its directors and officers are non-residents of the United States, and all or substantial portions
of the assets of such non-residents are located outside the United States. As a result, it may not be possible to effect service
of process within the United States upon such persons to originate an action in the United States. Moreover, there is uncertainty
that the courts of China would enforce judgments of U.S. courts against the Company, its directors or officers based on the civil
liability provisions of the securities laws of the United States or any state, or an original action brought in China based upon
the securities laws of the United States or any state.
The Company may be subject to fines
and legal sanctions imposed by State Administration of Foreign Exchange, “SAFE”, or other Chinese government authorities
if it or its Chinese directors or employees fail to comply with recent Chinese regulations relating to employee share options or
shares granted by offshore listed companies to Chinese domestic individuals.
On December 25, 2006, the People’s
Bank of China, or PBOC, issued the Administration Measures on Individual Foreign Exchange Control, and the corresponding Implementation
Rules were issued by SAFE on January 5, 2007. Both of these regulations became effective on February 1, 2007. According to these
regulations, all foreign exchange matters relating to employee stock holding plans, share option plans or similar plans with Chinese
domestic individuals’ participation require approval from the SAFE or its authorized branch. On March 28, 2007, the SAFE
issued the Application Procedure of Foreign Exchange Administration for Domestic Individuals Participating in Employee Stock Holding
Plan or Stock Option Plan of Overseas-Listed Company, or the Stock Option Rule. Under the Stock Option Rule, Chinese domestic individuals
who are granted share options or shares by an offshore listed company are required, through a Chinese agent or Chinese subsidiary
of the offshore listed company, to register with the SAFE and complete certain other procedures. As the Company is an offshore
listed company, its Chinese domestic directors and employees who may be granted share options or shares shall become subject to
the Stock Option Rule. Under the Stock Option Rule, employees stock holding plans, share option plans or similar plans of offshore
listed companies with Chinese domestic individuals’ participation must be filed with the SAFE. After the Chinese domestic
directors or employees exercise their options, they must apply for the amendment to the registration with the SAFE. As of December
31, 2014, the Company has completed such SAFE registration and other related procedures according to PRC law. If the Company or
its Chinese domestic directors or employees fail to comply with these regulations in the future, the Company or its Chinese domestic
directors or employees may be subject to fines or other legal sanctions imposed by the SAFE or other Chinese government authorities.
Capital outflow policies in China
may hamper the Company’s ability to declare and pay dividends to its stockholders.
China has adopted currency and capital
transfer regulations. These regulations may require the Company to comply with complex regulations for the movement of capital.
Although the Company’s management believes that it will be in compliance with these regulations, should these regulations
or the interpretation of them by courts or regulatory agencies change, the Company may not be able to pay dividends to its stockholders
outside of China. In addition, under current Chinese law, the Company’s joint-ventures and wholly-owned enterprise in China
must retain a reserve equal to 10% of its net income after taxes, not to exceed 50% of its registered capital. Accordingly, this
reserve will not be available to be distributed as dividends to the Company’s stockholders. The Company presently does not
intend to pay dividends for the foreseeable future. The Company’s board of directors intends to follow a policy of retaining
all of its earnings to finance the development and execution of its strategy and the expansion of its business.
Registered public accounting firms in China, including
the Company’s independent registered public accounting firm, are not inspected by the U.S. Public Company Accounting Oversight
Board, which deprives the Company and its investors of the benefits of such inspection.
Auditors of companies whose shares are
registered with the U.S. Securities and Exchange Commission and traded publicly in the United States, including the Company’s
independent registered public accounting firm, must be registered with the U.S. Public Company Accounting Oversight Board, the
“PCAOB,” and are required by the laws of the United States to undergo regular inspections by the PCAOB to assess their
compliance with the laws of the United States and professional standards applicable to auditors. The Company’s independent
registered public accounting firm is located in, and organized under the laws of, the PRC, which is a jurisdiction where the PCAOB,
notwithstanding the requirements of U.S. law, is currently unable to conduct inspections without the approval of the Chinese authorities,
which approval has not been granted for auditors such as the Company’s independent registered public accounting firm. This
lack of PCAOB inspections in China prevents the PCAOB from fully evaluating audits and quality control procedures of the Company’s
independent registered public accounting firm. As a result, the Company and investors in its common stock are deprived of the benefits
of such PCAOB inspections.
The inability of the PCAOB to conduct inspections
of auditors in China makes it more difficult to evaluate the effectiveness of the Company’s independent registered public
accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject
to PCAOB inspections, which could cause investors and potential investors in the Company’s stock to lose confidence in its
audit procedures and reported financial information and the quality of its financial statements.
If additional remedial measures are
imposed on the Big Four PRC-based accounting firms, including our independent registered public accounting firm, in administrative
proceedings brought by the SEC alleging the firms’ failure to meet specific criteria set by the SEC, we could be unable to
timely file future financial statements in compliance with the requirements of the Securities Exchange Act of 1934.
In December 2012, the SEC
instituted administrative proceedings against the Big Four PRC-based accounting firms, including our independent registered
public accounting firm, alleging that these firms had violated U.S. securities laws and the SEC’s rules and
regulations thereunder by failing to provide to the SEC the firms’ audit work papers with respect to certain PRC-based
companies that are publicly traded in the United States. On January 22, 2014, the administrative law judge (ALJ) presiding
over the matter rendered an initial decision that each of the firms had violated the SEC’s rules of practice by failing
to produce audit work papers to the SEC. The initial decision censured each of the firms and barred them from practicing
before the SEC for a period of six months. The Big Four PRC-based accounting firms appealed the ALJ’s initial decision
to the SEC. The ALJ’s decision does not take effect unless and until it is endorsed by the SEC. In February 2015, the
four China-based accounting firms each agreed to a censure and to pay a fine to the SEC to settle the dispute and avoid
suspension of their ability to practice before the SEC and audit U.S.-listed companies. The settlement required the firms to
follow detailed procedures and to provide the SEC with access to Chinese firms’ audit documents via the
China Securities Regulatory Commission, or the CSRC. If future document productions fail to meet specified criteria, the
SEC retains authority to impose a variety of additional remedial measures on the firms depending on the nature of the
failure. While we cannot predict whether the SEC will further review the four China-based accounting firms’ compliance with
specified criteria or if the results of such a review would result in the SEC imposing penalties such as suspensions or
restarting the administrative proceedings, if the accounting firms are subject to additional remedial measures, our ability
to file our financial statements in compliance with SEC requirements could be impacted. A determination that we have not
timely filed financial statements in compliance with SEC requirements could ultimately lead to the delisting of our common
stock from NASDAQ or the termination of the registration of our common stock under the Securities Exchange Act of 1934, or
both, which would substantially reduce or effectively terminate the trading of our common stock in the United States.
| ITEM 1B. | UNRESOLVED STAFF COMMENTS. |
Not Applicable.
The Company’s headquarters are located
at No. 1 Henglong Road, Yu Qiao Development Zone, Shashi District, Jing Zhou City Hubei Province, the PRC. Set forth below are
the manufacturing facilities operated by each joint venture. The Company has forty-five to fifty years long-term rights to use
the lands and buildings (in thousands of USD, except for references to area in square meters).
| |
| |
Total Area | | |
Building Area | | |
Original Cost of | | |
|
Name of Entity | |
Product | |
(sq.m.) | | |
(sq.m.) | | |
Equipment | | |
Site |
Henglong | |
Automotive Parts | |
| 97,818 | (1) | |
| 20,226 | | |
$ | 55,438 | | |
Jingzhou City, Hubei Province |
| |
| |
| 13,393 | | |
| 13,707 | | |
$ | - | | |
Wuhan City, Hubei Province |
Jiulong | |
Power Steering Gear | |
| 39,478 | | |
| 23,728 | | |
$ | 35,690 | | |
Jingzhou City, Hubei Province |
Shenyang | |
Automotive Steering Gear | |
| 35,354 | | |
| 10,425 | | |
$ | 6,169 | | |
Shenyang City, Liaoning Province |
Chongqing | |
Steering Pumps | |
| 17,188 | | |
| 10,413 | | |
$ | 2,431 | | |
Zhuji City, Zhejiang Province |
Jielong | |
Electric Power Steering | |
| - | | |
| - | | |
$ | 4,813 | | |
Wuhan City, Hubei Province |
USAI | |
Sensor Modular | |
| - | | |
| - | | |
$ | 1,021 | | |
Wuhan City, Hubei Province |
Hubei Henglong | |
Automotive Steering Gear | |
| 177,747 | | |
| 65,749 | | |
$ | 17,438 | | |
Jingzhou City, Hubei Province |
Wuhu | |
Automotive Steering Gear | |
| 83,705 | | |
| 15,273 | | |
$ | 4,610 | | |
Wuhu City, Anhui Province |
Fujian Qiaolong | |
Special Purpose Vehicle Manufacturer | |
| 34,449 | | |
| 6,693 | | |
$ | 257 | | |
Longyan City, Hujian Province |
Total | |
| |
| 499,132 | | |
| 166,214 | | |
$ | 127,867 | | |
|
The Company is not involved in investments in real estate or
interests in real estate, real estate mortgages, and securities of or interests in persons primarily engaged in real estate activities,
as all of its land rights are used for production purposes.
| ITEM 3. | LEGAL PROCEEDINGS. |
The Company is not a party to any
pending or, to the best of the Company’s knowledge, any threatened legal proceedings. No director, officer or affiliate
of the Company, or owner of record of more than five percent of the securities of the Company, or any associate of any such
director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in
reference to pending litigation.
| ITEM 4. | MINE SAFETY DISCLOSURES. |
Not applicable.
PART II
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
MARKET PRICES OF COMMON STOCK
The Company’s common stock has been
traded on the NASDAQ Capital Market under the symbol “CAAS”. The high and low bid intra-day prices of the common
stock in 2014 and 2013 were reported on NASDAQ for the time periods indicated on the table below. Accordingly, the table below
contains the high and low bid closing prices of the common stock as reported on the NASDAQ for the time periods indicated.
| |
Price Range | |
| |
2014 | | |
2013 | |
| |
High | | |
Low | | |
High | | |
Low | |
First Quarter | |
$ | 8.89 | | |
$ | 7.14 | | |
$ | 5.99 | | |
$ | 4.50 | |
Second Quarter | |
$ | 9.00 | | |
$ | 7.26 | | |
$ | 5.53 | | |
$ | 4.01 | |
Third Quarter | |
$ | 10.58 | | |
$ | 8.36 | | |
$ | 10.00 | | |
$ | 5.59 | |
Fourth Quarter | |
$ | 9.61 | | |
$ | 6.73 | | |
$ | 8.78 | | |
$ | 6.32 | |
STOCKHOLDERS
The Company’s common shares are issued
in registered form. Securities Transfer Corporation in Frisco, Texas is the registrar and transfer agent for the Company’s
common stock. As of December 31, 2014, there were 32,121,019 shares of the Company’s common stock (excluding 217,283 shares
of the Company’s treasury stock) issued and outstanding and the Company had approximately 62 stockholders of record.
DIVIDENDS
On
May 27, 2014, the Company announced the payment of a special cash dividend of $0.18 per common share to the Company’s shareholders
of record as of the close of business on June 26, 2014. The Company does not anticipate paying any other cash dividends in the
foreseeable future. The Company currently intends to retain future
earnings, if any, to finance operations and the expansion of its business. Any future determination to pay cash dividends will
be at the discretion of the Company’s board of directors and will be based upon the Company’s financial condition,
operating results, capital requirements, plans for expansion, restrictions imposed by any financing arrangements and any other
factors that the Company’s board of directors deems relevant.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER
EQUITY COMPENSATION PLANS
The securities authorized for issuance under equity compensation
plans at December 31, 2014 are as follows:
| |
Number of securities to be | | |
Weighted average | | |
Number of securities | |
| |
issued upon exercise of | | |
exercise price of | | |
remaining available for | |
Plan category | |
outstanding options | | |
outstanding options | | |
future issuance | |
Equity compensation plans approved by security holders | |
| 2,200,000 | | |
$ | 8.87 | | |
| 1,653,650 | |
The stock option plan was approved at the Annual Meeting of
Stockholders held on June 28, 2005 and extended for ten years at the Annual Meeting of Stockholders held on September 16, 2014.
The maximum common shares for issuance under the plan are 2,200,000. The term of the plan was extended to June 27, 2025.
| ITEM 6. | SELECTED FINANCIAL DATA. |
Not Applicable.
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
The following discussion and analysis should
be read in conjunction with the Company’s consolidated financial statements and the related notes thereto and other financial
information contained elsewhere in this report.
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.”
Genesis, a company incorporated on January 3, 2003 under the Companies Ordinance of Hong Kong as a limited liability company, is
a wholly-owned subsidiary of the Company. Henglong USA Corporation, “HLUSA,” which was 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. Furthermore, the Company owns the following
aggregate net interests in the following wholly-owned subsidiaries and joint ventures organized in the PRC as of December 31, 2014
and 2013.
| |
Aggregate Net Interest | |
| |
December 31, | | |
December 31, | |
Name of Entity | |
2014 | | |
2013 | |
Henglong(1) | |
| 100.00 | % | |
| 80.00 | % |
Jiulong(2) | |
| 100.00 | % | |
| 81.00 | % |
Shenyang | |
| 70.00 | % | |
| 70.00 | % |
USAI | |
| 83.34 | % | |
| 83.34 | % |
Wuhu | |
| 77.33 | % | |
| 77.33 | % |
Jielong | |
| 85.00 | % | |
| 85.00 | % |
Hubei Henglong (3) | |
| 100.00 | % | |
| 100.00 | % |
Testing Center | |
| 80.00 | % | |
| 80.00 | % |
Beijing Henglong | |
| 50.00 | % | |
| 50.00 | % |
Chongqing Henglong (4) | |
| 70.00 | % | |
| 70.00 | % |
Brazil Henglong (5) | |
| 80.00 | % | |
| 80.00 | % |
Fujian Qiaolong Special Purpose Vehicle Co., Ltd. (6) | |
| 51.00 | % | |
| - | |
Wuhan Chuguanjie Automotive Science and Technology Ltd. (7) | |
| 85.00 | % | |
| - | |
| (1) | Henglong was established in 1997 and mainly engages in the production of rack and pinion power
steering gears for cars and light-duty vehicles. On August 11, 2014, the Company entered into the Exchange Agreement with Jiulong
Machine under which the Company issued 3,260,000 of its common shares in a private placement for the acquisition of the 20% equity
interest in Henglong held by Jiulong Machine. On September 26, 2014, the Company obtained the 20% equity interest in Henglong and
completed its share registration with the local government administrative bureau. While the Company retained its controlling interest
in Henglong, the Company’s acquisition of the non-controlling interest was accounted for as an equity transaction. (See Notes
18 and 22). |
| (2) | Jiulong was established in 1993 and mainly engages in the production of integral power steering
gears for heavy-duty vehicles. On August 11, 2014, the Company entered into the Exchange Agreement with Jiulong Machine under which
the Company issued 818,000 of its common shares in a private placement for the acquisition of the 19% equity interest in Jiulong
held by Jiulong Machine. On September 26, 2014, the Company obtained the 19% equity interest in Jiulong and completed its share
registration with the local government administrative bureau. While the Company retained its controlling interest in Jiulong, the
Company’s acquisition of the non-controlling interest was accounted for as an equity transaction. (See Notes 18 and 22). |
| (3) | On March 7, 2007, Genesis established Hubei Henglong, formerly known as Jingzhou Hengsheng Automotive
System Co., Ltd., its wholly-owned subsidiary, to engage in the production and sales of automotive steering systems. On July 8,
2012, Hubei Henglong changed its name to Hubei Henglong Automotive System Group Co., Ltd. |
| (4) | On February 21, 2012, Hubei Henglong and SAIC-IVECO Hongyan Company, “SAIC-IVECO,”
established a Sino-foreign joint venture company, Chongqing Henglong, to design, develop and manufacture both hydraulic and electric
power steering systems and parts. |
| (5) | On August 21, 2012, Brazil Henglong was established as a Sino-foreign joint venture company by
Hubei Henglong and two Brazilian citizens, Ozias Gaia Da Silva and Ademir Dal’ Evedove. Brazil Henglong engages mainly in
the import and sale of automotive parts in Brazil. |
| (6) | In the second quarter of 2014, the Company acquired a 51.0% ownership interest in Fujian Qiaolong,
a special purpose vehicle manufacturer and dealer with automobile repacking qualifications, based in Fujian, China. Fujian Qiaolong
mainly manufactures and distributes drainage and rescue vehicles with mass flow, drainage vehicles with vertical downhole operation,
crawler-type mobile pump stations, high-altitude water supply and discharge drainage vehicles, long-range control crawler-type
mobile pump stations and other vehicles. The consideration was approximately $3.0 million. |
| (7) | In May 2014, Jielong formed a subsidiary, Wuhan Chuguanjie, which mainly engages in research and
development, manufacture and sales of automobile electronic systems and parts. Wuhan Chuguanjie is located in Wuhan, China. The
registered capital of Wuhan Chuguanjie is RMB30.0 million, equivalent to approximately $4.9 million. At the date of release of
this annual report, Jielong has completed the capital injection of RMB 25.0 million, equivalent to approximately $4.1 million. |
RESULTS OF OPERATIONS
2014 Versus 2013 Comparative
Net Sales and Cost of Sales
For the years ended December 31, 2014 and 2013, net sales and
cost of sales are summarized as follows (figures are in thousands of USD):
| |
Net Sales | | |
Cost of sales | |
| |
2014 | | |
2013 | | |
Change | | |
2014 | | |
2013 | | |
Change | |
Henglong | |
$ | 293,866 | | |
$ | 260,636 | | |
$ | 33,230 | | |
| 12.7 | % | |
$ | 243,951 | | |
$ | 215,481 | | |
$ | 28,470 | | |
| 13.2 | % |
Jiulong | |
| 77,281 | | |
| 77,691 | | |
| (410 | ) | |
| -0.5 | | |
| 68,115 | | |
| 67,989 | | |
| 126 | | |
| 0.2 | |
Shenyang | |
| 41,873 | | |
| 41,536 | | |
| 337 | | |
| 0.8 | | |
| 35,980 | | |
| 36,752 | | |
| (772 | ) | |
| -2.1 | |
Wuhu | |
| 26,799 | | |
| 26,333 | | |
| 466 | | |
| 1.8 | | |
| 23,100 | | |
| 24,527 | | |
| -1,427 | | |
| -5.8 | |
Hubei Henglong | |
| 56,653 | | |
| 48,087 | | |
| 8,566 | | |
| 17.8 | | |
| 45,561 | | |
| 39,208 | | |
| 6,353 | | |
| 16.2 | |
Other Sectors | |
| 43,189 | | |
| 36,444 | | |
| 6,745 | | |
| 18.5 | | |
| 35,571 | | |
| 30,638 | | |
| 4,933 | | |
| 16.1 | |
Eliminations | |
| (72,888 | ) | |
| (75,569 | ) | |
| 2,681 | | |
| -3.5 | | |
| (72,979 | ) | |
| (76,069 | ) | |
| 3,090 | | |
| -4.1 | |
Total | |
$ | 466,773 | | |
$ | 415,158 | | |
$ | 51,615 | | |
| 12.4 | % | |
$ | 379,299 | | |
$ | 338,526 | | |
$ | 40,773 | | |
| 12.0 | % |
Net Sales
Net sales were $466.8 million for the year
ended December 31, 2014, compared with $415.2 million for the year ended December 31, 2013, representing an increase of $51.6 million,
or 12.4%. The increase was mainly due to the continuing growth of automotive market demand in China and North America.
For the year ended December 31, 2014, there
was an increase in sales of passenger vehicle power steering gears compared with the same period last year, mainly due to the introduction
of certain new products to the market, such as volume sales of EPS for mid-size cars, and improvement in the quality of some
of the old products, such as improvement of the quality of power steering gear for MPV and SUV, which resulted in the expansion
of the Company’s market share in China, especially among the joint-venture brands’ auto customers.
In order to maintain the share of sales
in the commercial vehicle market, most automobile component manufacturers have reduced the price of their products, which led to
continuing price decreases of the Company’s steering gears for commercial vehicles. As result of a decrease in the price
of steering gears for commercial vehicles, during the year ended December 31, 2014, the increase in sales volume of steering gears
for commercial vehicles was offset by the price decrease.
In summary, the Company had an increase in sales volume leading
to a sales increase of $49.4 million, an increase in average selling price of steering gears leading to a sales increase of $0.1
million, and the effect of foreign currency translation of the RMB against the U.S. dollar, which led to a sales increase of $2.1
million.
Further analysis is as follows:
| — | Net sales for Henglong were $293.9 million for the year ended December 31, 2014, compared
with $260.6 million for the year ended December 31, 2013, representing an increase of $33.3 million, or 12.7%, which was mainly
due to an increase in sales volume for passenger vehicles in the China market and the higher selling price of middle-level electric
power steering compared with low-level electric power steering. An increase in sales volume led to a sales increase of $25.2 million,
an increase in selling price led to a sales increase of $6.9 million, and the effect of foreign currency translation of the RMB
against the U.S. dollar led to a sales increase of $1.1 million. |
| — | Net sales for Jiulong were $77.3 million for the year ended December 31, 2014, compared with
$77.7 million for the year ended December 31, 2013, representing a decrease of $0.4 million, or 0.5%, which was mainly due to the
Company achieving higher sales volume in the commercial vehicles steering gears market, offset by a decrease in average selling
price. An increase in sales volume led to a sales increase of $7.7 million, the effect of foreign currency translation of the RMB
against the U.S. dollar led to a sales increase of $0.4 million, and a decrease in selling price led to a sales decrease of $8.5
million. |
| — | Net sales for Shenyang were $41.9 million for the year ended December 31, 2014, compared with $41.5
million for the year ended December 31, 2013, representing an increase of $0.4 million, or 0.8%. The net sales increase was mainly
due to an increase in sales volumes with a sales increase of $3.0 million, the effect of foreign currency translation of the RMB
against the U.S. dollar, led to a sales increase of $0.2 million, and a decrease in selling price led to a sales decrease of $2.8
million. |
| — | Net sales for Wuhu were $26.8 million for the year ended December 31, 2014, compared with $26.3
million for the year ended December 31, 2013, representing an increase of $0.5 million, or 1.8%. An increase in selling prices
led to a sales increase of $0.5 million, the effect of foreign currency translation of the RMB against the U.S. dollar led to a
sales increase of $0.1 million, and a decrease in sales volumes led to a sales decrease of $0.1 million. |
| — | Net sales for Hubei Henglong were $56.7 million for the year ended December 31, 2014, compared
with $48.1 million for the year ended December 31, 2013, representing an increase of $8.6 million, or 17.8%. All of Hubei Henglong’s
products were sold to the United States. The net product sales increase was mainly due to the growth of automotive market demand
in North America. An increase in sales volumes led to a sales increase of $6.7 million, an increase in selling price led to a sales
increase of $1.7 million, and the effect of foreign currency translation of the RMB against the U.S. dollar led to a sales increase
of $0.2 million. |
| — | Net sales for Other Sectors were $43.2 million for the year ended December 31, 2014, compared with
$36.4 million for the year ended December 31, 2013, representing an increase of $6.8 million or 18.5%, primarily due to the Company’s
improved quality of machine columns, which led to an increase in sales of Other Sectors of $1.3 million, and the sales of Fujian
Qiaolong (acquired in the second quarter of 2014) having been consolidated in Other Sectors, which led to an increase in sales
of Other Sectors of $5.5 million. |
Cost of Sales
For the year ended December 31, 2014, the cost of sales
was $379.3 million, compared with $338.5 million for the year ended December 31, 2013, an increase of $40.8 million, or 12.0%.
The increase in cost of sales was mainly due to a net increase in sales volumes with a cost of sales increase of $41.4 million,
a decrease in unit cost with a cost of sales decrease of $2.4 million and the appreciation of the RMB against the U.S. dollar with
a cost of sales increase of $1.8 million. The decrease in the unit cost of sales was primarily due to a decrease in the costs of
raw materials, such as steel. Further analysis is as follows:
| — | Cost of sales for Henglong was $244.0 million for the year ended December 31, 2014, compared
with $215.5 million for the year ended December 31, 2013, representing an increase of $28.5 million, or 13.2%. This increase was
mainly due to an increase in sales volumes and the higher unit cost of middle-level EPS this year compared with low-level EPS in
last year. An increase in sales volumes resulted in a cost of sales increase of $20.7 million, an increase in unit material
and subcomponents costs led to a cost of sales increase of $6.9 million and the effect of foreign currency translation
of the RMB against the U.S. dollar led to a cost of sales increase of $0.9 million. |
| — | Cost of sales for Jiulong was $68.1 million for the year ended December 31, 2014, compared with
$68.0 million for the year ended December 31, 2013, representing an increase of $0.1 million, or 0.2%. The increase in cost of
sales was mainly due to an increase in sales volumes resulting in a cost of sales increase of $7.0 million, a decrease in unit
cost resulting in a cost of sales decrease of $7.2 million and the effect of foreign currency translation of the RMB against the
U.S. dollar resulting in a cost of sales increase of $0.3 million. |
| — | Cost of sales for Shenyang was $36.0 million for the year ended December 31, 2014, compared with
$36.8 million for the year ended December 31, 2013, representing a decrease of $0.8 million, or 2.1%. The increase in cost of sales
was mainly due to an increase in sales volumes resulting in a cost of sales increase of $2.6 million, a decrease in unit cost
resulting in a cost of sales decrease of $3.5 million and the effect of foreign currency translation of the RMB against the U.S.
dollar resulting in a cost of sales increase of $0.1 million. |
| — | Cost of sales for Wuhu was $23.1 million for the year ended December 31, 2014, compared with
$24.5 million for the year ended December 31, 2013, representing a decrease of $1.4 million, or 5.8%. The decrease in cost of sales
was mainly due to a decrease in sales volumes resulting in a cost of sales decrease of $0.2 million and a decrease in unit
cost resulting in a cost of sales decrease of $1.3 million, which were offset by the effect of foreign currency translation of
the RMB against the U.S. dollar resulting in a cost of sales increase of $0.1 million. |
| — | Cost of sales for Hubei Henglong was $45.6 million for the year ended December 31, 2014, compared
with $39.2 million for the year ended December 31, 2013, representing an increase of $6.4 million, or 16.2%. The net increase
in cost of sales was mainly due to an increase in sales volumes resulting in a cost of sales increase of $5.4 million, an increase
in unit cost resulting in a cost of sales increase of $0.8 million and the appreciation of the RMB against U.S. dollar resulting
in a cost of sales increase of $0.2 million. |
| — | Cost of sales for Other Sectors was $35.6 million for the year ended December 31, 2014, compared
with $30.6 million for the year ended December 31, 2013, representing an increase of $5.0 million, or 16.1%. The increase in cost
of sales for Other Sectors was mainly due to the Company’s improved quality of manual columns, an increase in sales volume
and cost of production, which led to a cost of products sold for Other Sectors increase of $0.9 million, and the sales of Fujian
Qiaolong (acquired in the second quarter of 2014) having been consolidated in Other Sectors, which led to a cost of products sold
for Other Sectors increase of $4.1 million. |
Gross margin was 18.7% for the year
ended December 31, 2014, representing a 0.2% increase from 18.5% for the year ended December 31, 2013, which was primarily due
to an increase in sales volume of high gross margin products.
Gain on Other Sales
Gain on other sales mainly consisted of
net amount retained from sales of materials, property, plant and equipment, land use rights and scraps. For the year ended
December 31, 2014, gain on other sales amounted to $11.8 million, while it amounted to $7.6 million for the year ended December
31, 2013, representing an increase of $4.2 million, or 55.3%, which was mainly due to the Company’s sale of the remaining
land use rights in 2014 (See Note 7),which resulted in a recognition of a gain of $7.5 million, while the
Company’s sale of land use rights
in 2013 resulted in a recognition of a gain of $4.1 million for 2013.
Selling Expenses
For the years ended December 31, 2014 and
2013, selling expenses are summarized as follows (figures are in thousands of USD):
| |
Year Ended December 31, | | |
| | |
| |
| |
2014 | | |
2013 | | |
Increase/(Decrease) | | |
Percentage | |
Salaries and wages | |
$ | 3,680 | | |
$ | 3,919 | | |
$ | (239 | ) | |
| -6.1 | % |
Office expense | |
| 2,926 | | |
| 1,928 | | |
| 998 | | |
| 51.8 | |
Transportation expense | |
| 6,802 | | |
| 5,450 | | |
| 1,352 | | |
| 24.8 | |
Rent expense | |
| 2,043 | | |
| 1,883 | | |
| 160 | | |
| 8.5 | |
Other expense | |
| 285 | | |
| 151 | | |
| 134 | | |
| 88.7 | |
Total | |
$ | 15,736 | | |
$ | 13,331 | | |
$ | 2,405 | | |
| 18.0 | % |
Selling expenses were $15.7 million for the year ended December
31, 2014. As compared to $13.3 million for the year ended December 31, 2013, there was an increase of $2.4 million, or 18.0%, which
was mainly due to:
| · | a decrease in salaries and wages for the
Company’s salesmen, as a result of the sales department have optimized the management process in 2014 and salaries and
wages of management decreased accordingly; |
| · | an increase in office expenses, including
office supplies, travel expenses and meeting expenses, as a result of an increase in marketing activities; |
| · | an increase in transportation expenses
due to an increase in sales activities and expansion of the Company’s domestic and international markets, which are
located farther away from the Company’s production bases; and |
| · | an increase in rent expense due to the
increase of product warehouse rental space for the expansion of sales and commercial networks. |
General and Administrative Expenses
For the years ended December 31, 2014 and
2013, general and administrative expenses are summarized as follows (figures are in thousands of USD):
| |
Year Ended December 31, | | |
| | |
| |
| |
2014 | | |
2013 | | |
Increase/(Decrease) | | |
Percentage | |
Salaries and wages | |
$ | 5,589 | | |
$ | 4,777 | | |
$ | 812 | | |
| 17.0 | % |
Labor insurance expenses | |
| 2,356 | | |
| 1,854 | | |
| 502 | | |
| 27.1 | |
Maintenance and repair expenses | |
| 692 | | |
| 510 | | |
| 182 | | |
| 35.7 | |
Property and other taxes | |
| 1,834 | | |
| 1,490 | | |
| 344 | | |
| 23.1 | |
Provision for bad debts | |
| 96 | | |
| 60 | | |
| 36 | | |
| 60.0 | |
Office expense | |
| 1,858 | | |
| 1,330 | | |
| 528 | | |
| 39.7 | |
Depreciation and amortization expense | |
| 971 | | |
| 822 | | |
| 149 | | |
| 18.1 | |
Listing expenses (1) | |
| 2,525 | | |
| 2,387 | | |
| 138 | | |
| 5.8 | |
Others expenses | |
| 240 | | |
| 23 | | |
| 217 | | |
| 943.5 | |
Total | |
$ | 16,161 | | |
$ | 13,253 | | |
$ | 2,908 | | |
| 21.9 | % |
| (1) | Listing expenses consisted of the costs associated with legal, accounting and auditing fees for
operating a public company. The expenses also included share-based compensation expense for options granted to independent
directors. |
General and administrative expenses were
$16.2 million for the year ended December 31, 2014, compared with $13.3 million for the year ended December 31, 2013, representing
an increase of $2.9 million, or 21.9%.
The analysis of expense items with significant fluctuation is
as follows:
| · | For the year ended December 31, 2014,
an increase in salaries and wages mainly due to the increase in management’s salary and performance bonus as the Company
achieved the performance targets as pre-determined by the board of directors and an increase in the number of subsidiaries. |
| · | An increase in labor insurance expenses
mainly because of the Company’s improvement in welfare benefits for the management, improvement of certain labor protection
facilities and an increase in the number of subsidiaries. |
| · | There was an increase in maintenance and
repair expenses in 2014, which was mainly due to the scale up of repair and maintenance projects on the Company’s office
facilities in 2014 and an increase in the number of subsidiaries. |
| · | There was an increase in property tax
and other taxes in 2014, which was mainly due to the Company’s housing property increase in 2014. |
| · | There was an increase in office expense
which was mainly due to the Company’s replacement of office appliances and an increase in the number of subsidiaries. |
| · | There was an increase in depreciation
and amortization expense, which was mainly due to an increase of office equipment and an increase in the number of subsidiaries. |
Research and Development Expenses
Research and development expenses, “R&D”
expenses, were $23.0 million for the year ended December 31, 2014 as compared to $20.9 million for the year ended December 31,
2013, an increase of $2.1 million, or 10.0%, which was mainly due to the development and trial production of EPS. Expenses
for mold improvement increased by $1.5 million, external technical support fees decreased by $0.1 million and the salaries and
wages expenses of research and development related staff increased by $0.7 million.
The global automotive parts industry is
highly competitive; winning and maintaining new business requires suppliers to rapidly produce new and innovative products on a
cost-competitive basis. In 2014, foreign OEMs significantly increased their demand for EPS, but the related technology in China
was still in the research, development and testing stage. In order to expand into the market for EPS, the Company increased its
investment in the research and development of EPS in 2014, including assigning the Company’s senior technicians and advanced
manufacturing equipment to EPS, establishing the EPS trail-production department, hiring technologists and purchasing advanced
technology and testing equipment. At present, the Company has developed several types of EPS suitable for small-engine cars, and
has sold certain quantities of EPS.
Income from Operations
Income from operations was $44.4 million
for the year ended December 31, 2014 as compared to $36.7 million for the year ended December 31, 2013, an increase of $7.7
million, or 21.0%, which mainly consisted of an increase of $10.8 million, or 14.1%, in gross profit and an increase of $4.2
million, or 55.3%, in gain on other sales, such as raw materials and property, plant and equipment sales, offset by an increase
in operating expenses of $7.4 million, or 15.6%.
Other Income, Net
Other income, net was $1.0 million for
the year ended December 31, 2014 as compared to $1.1 million for the year ended December 31, 2013, a decrease of $0.1 million,
or 9.1%, primarily as a result of a decrease in the unspecific purpose subsidies being recognized in 2014.
The Company’s government subsidies
consisted of specific subsidies and other subsidies. Specific subsidies are the subsidies that the Chinese government has specified
its purpose for, such as product development and renewal of production facilities. Other subsidies are the subsidies that the Chinese
government has not specified its purpose for and are not tied to future trends or performance of the Company; receipt of such subsidy
income is not contingent upon any further actions or performance of the Company and the amounts do not have to be refunded under
any circumstances. The Company recorded specific purpose subsidies as advances payable when received. For specific purpose subsidies,
upon government acceptance of the related project development or asset acquisition, the specific purpose subsidies will be recognized
to reduce related R&D expenses or cost of asset acquisition. The unspecific purpose subsidies are recognized as other income
upon receipt as future performance by the Company is not required.
Financial Income/(Expenses),Net
Financial income, net was $0.6 million
for the year ended December 31, 2014 as compared to $0.4 million for the year ended December 31, 2013, an increase of $0.2 million,
or 50.0%, primarily as a result of: (a) an increase in interest income of $0.1 million; (b) an increase in gain on notes discounted
of $0.2 million; and (c) a decrease in bank handling expenses of $0.2 million.
Income Before Income Tax Expenses and Equity In Earnings
Of Affiliated Companies
Income before income tax expenses and equity
in earnings of affiliated companies was $46.1 million for the year ended December 31, 2014 compared with $38.2 million for the
year ended December 31, 2013, an increase of $7.9 million, or 20.7%, including an increase in income from operations of $7.7 million,
a decrease in gain on other income of $0.1 million, and an increase in financial income of $0.2 million.
Income Taxes
Income tax expense was $6.8 million for
the year ended December 31, 2014 compared to $5.5 million for the year ended December 31, 2013, representing an increase of $1.3
million, or 23.6%, which was mainly due to an increase in income before tax and an increase in effective tax rate. The effective
tax rate increased from 14.4% for the year ended December 31, 2013 to 14.7% for the year ended December 31, 2014, primarily due
to an increase in income before tax of certain high effective tax rate subsidiaries.
Net Income
Net income was $39.6 million for the year
ended December 31, 2014, compared with net income of $33.1 million for the year ended December 31, 2013, representing an increase
of $6.5 million, or 19.6%, mainly due to an increase in income before income tax expenses and equity in earnings of affiliated
companies of $7.8 million, offset by an increase in income tax expenses of $1.3 million.
Net Income Attributable to Noncontrolling Interests
The Company recorded net income attributable
to noncontrolling interests of $6.1 million for the year ended December 31, 2014, compared to $6.3 million for the year ended December
31, 2013, representing a decrease of $0.2 million, or 3.2%, mainly due to the Company having completed the acquisition of the noncontrolling
interests of Henglong and Jiulong, the Company’s subsidiaries, on September 26, 2014.
The Company owns different equity interests
in ten non-wholly owned subsidiaries established in the PRC and Brazil, through which it conducts its operations. Except for Beijing
Henglong, which is accounted for under the equity method, all of the operating results of these non-wholly owned subsidiaries were
consolidated in the Company’s consolidated financial statements as of December 31, 2014 and 2013. For the year ended December
31, 2014 and 2013, the Company recorded $6.1 million and $6.3 million, respectively, for the noncontrolling interests’ share
in the earnings of the consolidated non-wholly owned subsidiaries.
Net Income Attributable to Parent Company
Net income attributable to parent company
was $33.5 million for the year ended December 31, 2014. As compared to $26.8 million for the year ended December 31, 2013, there
was an increase of $6.7 million, or 25.0%, due to an increase in net income of $6.5 million and a decrease in net income attributable
to noncontrolling interests of $0.2 million.
LIQUIDITY AND CAPITAL RESOURCES
Capital Resources and Use of Cash
The Company has historically financed its
liquidity requirements from a variety of sources, including short-term borrowings under bank credit agreements, bankers’
acceptances, issuances of capital stock and notes and internally generated cash. As of December 31, 2014, the Company had cash
and cash equivalents and short-term investments of $109.5 million, compared with $89.5 million as of December 31, 2013, an increase
of $20.0 million, or 22.3%.
The Company had working capital of $198.1
million as of December 31, 2014, compared with $179.3 million as of December 31, 2013, representing an increase of $18.8 million,
or 10.5%.
The Company intends to indefinitely reinvest
the funds in subsidiaries established in the PRC.
The Company believes that, in view of its
current cash position as of December 31, 2014, the cash expected to be generated from the operations and funds available from bank
borrowings will be sufficient to meet its working capital and capital expenditure requirements (including the repayment of bank
loans) for at least twelve months commencing from December 31, 2014.
Capital Source
The Company’s capital source is multifaceted,
such as bank loans and banks’ acceptance facilities. In financing activities and operating activities, the Company’s
banks require the Company to sign line of credit agreements and repay such facilities within one year. On the condition that the
Company can provide adequate mortgage security and has not violated the terms of the line of credit agreement, such one year facilities
can be extended for another year.
As of December 31, 2014, the Company had
short-term bank loans of $44.0 million and bankers’ acceptances of $80.7 million (see Note 13 to the consolidated financial
statements in this Report).
The Company currently expects to be able
to obtain similar bank loans, i.e., RMB loans, and bankers’ acceptance facilities in the future if it can provide adequate
mortgage security following the termination of the above-mentioned agreements, see the table under “Bank Arrangements”
below for more information. If the Company is not able to do so, it will have to refinance such debt as it becomes due or repay
that debt to the extent it has cash available from operations or from the proceeds of additional issuances of capital stock. Owing
to depreciation, the value of the mortgages securing the above-mentioned bank loans and banker's acceptances will be reduced
by approximately $14.1 million over the next 12 months. If the Company wishes to obtain the same amount of bank loans and banker's
acceptances, it will have to provide additional mortgages of $14.1 million as of the maturity date of such line of credit agreements,
see the table under “Bank Arrangements” below for more information. The Company can still obtain a reduced line of
credit with a reduction of $10.7 million, which is 75.8%, the mortgage ratio, of $14.1 million, if it cannot provide additional
mortgages. The Company expects that the reduction in bank loans will not have a material adverse effect on its liquidity.
Bank Arrangements
As of December 31, 2014, the principal
outstanding under the Company’s credit facilities and lines of credit was as follows (figures are in thousands of USD):
| |
Bank | |
Due Date | |
Amount Available (4) | | |
Amount Used | | |
Assessed Mortgage Value (6) | |
1. Comprehensive credit facilities | |
Bank of China (5) | |
Mar 2015 | |
$ | 23,043 | | |
$ | 9,066 | | |
$ | 34,319 | |
| |
| |
| |
| | | |
| | | |
| | |
2. Comprehensive credit facilities | |
Jingzhou Commercial Bank | |
July 2015 | |
| 29,417 | | |
| 20,637 | | |
| 59,377 | |
| |
| |
| |
| | | |
| | | |
| | |
3. Comprehensive credit facilities | |
China Construction Bank(5) | |
Nov 2014 | |
| 11,440 | | |
| - | | |
| 30,928 | |
| |
| |
| |
| | | |
| | | |
| | |
4. Comprehensive credit facilities | |
Shanghai Pudong Development Bank (1) (5) | |
Mar 2015 | |
| 25,494 | | |
| 17,725 | | |
| 13,249 | |
| |
| |
| |
| | | |
| | | |
| | |
5. Comprehensive credit facilities | |
China CITIC Bank (1) | |
Jun 2015 | |
| 19,611 | | |
| 9,837 | | |
| 16,083 | |
| |
China CITIC Bank | |
July 2016 | |
| 4,903 | | |
| 2,451 | | |
| - | |
| |
| |
| |
| | | |
| | | |
| | |
6. Comprehensive credit facilities | |
China Everbright Bank | |
Sep 2015 | |
| 4,903 | | |
| 4,668 | | |
| 8,368 | |
| |
| |
| |
| | | |
| | | |
| | |
7. Comprehensive credit facilities | |
China Huaxia Bank (1) | |
Jan 2016 | |
| 26,148 | | |
| 5,859 | | |
| - | |
| |
| |
| |
| | | |
| | | |
| | |
8. Comprehensive credit facilities | |
ICBC Macau | |
May 2015 | |
| 30,000 | | |
| 30,000 | | |
| 32,987 | |
| |
| |
| |
| | | |
| | | |
| | |
9. Comprehensive credit facilities | |
HSBC (China) Company Limited | |
July 2015 | |
| 5,000 | | |
| 5,000 | | |
| 5,393 | |
| |
| |
| |
| | | |
| | | |
| | |
Total | |
| |
| |
$ | 179,959 | | |
$ | 105,243 | (2) | |
$ | 200,704 | (3) |
| (1) | Henglong’s comprehensive credit facility provided by China CITIC Bank and China Hua Xia Bank
and each of Henglong and Jielong’s comprehensive credit facilities provided by Shanghai Pudong Development Bank are required
to be guaranteed by Jiulong, another subsidiary of the Company, in addition to the above pledged assets. |
| (2) | The amount used includes bank loans of $39.1 million and notes payable of $66.2 million as of December
31, 2014. The remainder of $4.9 million of government loans and $14.5 million of notes payable was 100% secured by bank notes and
time deposits without utilization of credit lines. |
| (3) | As of December 31, 2014, the pledged assets included $67.3 million accounts and notes receivable
and other pledged assets with assessed value of $133.4 million. |
| (4) | The amount available is used for the drawdown of bank loans and issuance of bank notes. For the
drawdown of bank loans, this amount represents the amount that the Company can borrow immediately; for issuance of bank notes,
the Company needs to pledge additional collateral in order to utilize these bank facilities. |
| (5) | As at the date of this Report, the comprehensive credit facilities with Bank of China, China Construction
Bank, and Shanghai Pudong Development Bank have expired. The Company is negotiating the renewal of the credit facilities with these
banks and expects to obtain the renewal in late April 2015. As the Company has obtained sufficient comprehensive lines of
credit from other banks, the Company does not anticipate any significant adverse impact on its financial position if the Company
fails to renew these credit facilities. |
| (6) | The pledged cash deposits, which are disclosed in Note 2 to the consolidated financial statements
in this Report, were not included in the assessed mortgage value. |
The Company may request the banks to issue notes payable or
bank loans within its credit line using a 365-day revolving line.
The Company renewed its existing short-term
bank loans and borrowed new bank loans during 2014 at annual interest rates of 1.70% to 6.72%, and loan terms of eleven to twelve
months. Pursuant to the comprehensive credit line arrangement the Company pledged and guaranteed:
| 1. | Accounts receivable, land use rights and buildings with
an assessed value of approximately $34.3 million as security for its comprehensive credit facility with the Bank of China; |
| 2. | Equipment with an assessed value of approximately $59.4
million as security for its revolving comprehensive credit facility with Jingzhou Commercial Bank; |
| 3. | Equipment, land use rights and buildings with an assessed
value of approximately $30.9 million as security for its comprehensive credit facility with China Construction Bank; |
| 4. | Land use rights and buildings with an assessed value
of approximately $13.2 million as security for its comprehensive credit facility with Shanghai Pudong Development Bank; |
| 5. | Land use rights and buildings with an assessed value
of approximately $16.1 million as security for its comprehensive credit facility with China CITIC Bank; and |
| 6. | Land use rights and buildings with an assessed value
of approximately $8.4 million as security for its comprehensive credit facility with China Everbright Bank. |
| | Henglong’s comprehensive credit facility with China
Hua Xia Bank is guaranteed by Jiulong, another subsidiary of the Company. |
| | On May 18, 2012, the Company entered into a Credit Agreement
with ICBC Macau to obtain the Credit Facility. |
The interest rate of the Credit
Facility was calculated based on a three-month LIBOR plus 2.25% per annum, subject to the availability of funds and fluctuation
at ICBC Macau’s discretion. Interest was calculated daily on a 360-day basis and it was to be fixed one day before the first
day of each interest period. The interest period was defined as three months from the date of drawdown.
As security for the Credit Facility, the Company
was required to provide ICBC Macau with the Henglong Standby Letter of Credit for a total amount of not less than $31.6 million
if the Credit Facility is fully drawn.
On May 22, 2012, the Company
drew down the full amount of $30.0 million under the Credit Facility and provided the Henglong Standby Letter of Credit for an
amount of $31.6 million in favor of ICBC Macau. The Henglong Standby Letter of Credit issued by ICBC Jingzhou is collateralized
by Henglong’s notes receivable of RMB201.8 million (equivalent to approximately $33.0 million). The Company also paid an
arrangement fee of $0.1 million to ICBC Macau and $0.1 million to ICBC Jingzhou. The original maturity date of the Credit Facility
was May 22, 2013.
On May 7, 2013, ICBC Macau agreed
to extend the maturity date of the Credit Facility to May 13, 2014. The interest rate of the Credit Facility under the extended
term is calculated based on three-month LIBOR plus 2.0% per annum, Except for the above, all other terms and conditions stipulated
in the Credit Agreement remain unchanged.
On May 13, 2014, ICBC Macau agreed to extend the
maturity date of the Credit Facility to May 12, 2015. The interest rate of the Credit Facility under the extended term is revised
as three-month LIBOR plus 2.55% per annum. Except for the above, all other terms and conditions stipulated in the Credit Agreement
remain unchanged. As of December 31, 2014, the interest rate of the Credit Facility was 2.81 % per annum (See Note 5).
| | On July 16, 2014, Great Genesis entered into a credit
facility agreement with HSBC HK to obtain a non-revolving credit facility in the amount of $5.0 million, the “HSBC Credit
Facility”. The HSBC Credit Facility will expire on July 1, 2015 and has an annual interest rate of 1.7%. Interest is paid
on the twentieth day of each month and the principal repayment is at maturity. As security for the HSBC Credit Facility, the Company’s
subsidiary Hubei Henglong was required to provide HSBC HK with the Standby Letter of Credit for a total amount of not less than
$5.4 million if the HSBC Credit Facility is fully drawn. |
On July 22, 2014, Great Genesis
drew down a loan amounting to $5.0 million provided by HSBC HK and Hubei Henglong provided a Standby Letter of Credit for an amount
of $5.4 million in favor of HSBC HK. Hubei Henglong’s Standby Letter of Credit was issued by HSBC Bank (China) Company Limited
Wuhan branch and is collateralized by short-term investments of Hubei Henglong of RMB33.0 million (equivalent to approximately
$5.4 million).
Cash Requirements
The following table summarizes the Company’s
expected cash outflows resulting from financial contracts and commitments. The Company has not included information on its recurring
purchases of materials for use in its manufacturing operations. These amounts are generally consistent from year to year, closely
reflecting the Company’s levels of production, and are not long-term in nature (being less than three months in length).
| |
Payment Due Dates | |
| |
( in thousands of USD) | |
| |
| | |
Less than 1 | | |
| | |
| |
|
More than 5 |
|
| |
Total | | |
year | | |
1-3 years | | |
3-5 years | | |
Years | |
Short-term loan including interest payable | |
$ | 44,474 | | |
$ | 44,474 | | |
$ | - | | |
$ | - | | |
$ | - | |
Notes payable (1) | |
| 80,701 | | |
| 80,701 | | |
| - | | |
| - | | |
| - | |
Obligation for investment contract(2) | |
| 7,354 | | |
| 1,634 | | |
| 5,720 | | |
| | | |
| | |
Other contractual purchase commitments, including service agreements | |
| 7,186 | | |
| 6,981 | | |
| 205 | | |
| - | | |
| - | |
Total | |
$ | 139,715 | | |
$ | 133,790 | | |
$ | 5,925 | | |
$ | - | | |
$ | - | |
| (1) | Notes payable do not bear interest. |
| (2) | On September 22, 2014, Hubei Henglong entered into an agreement with seven other parties to establish
the Venture Fund, under which Hubei Henglong has committed to make investments of 17.9% or RMB50.0 million (equivalent to approximately
$8.2 million) into the Venture Fund in three installments. On October 20, 2014, Hubei Henglong made its first capital contribution
of RMB5.0 million (equivalent to approximately $0.8 million). The remaining capital commitment of RMB45.0 million (equivalent to
approximately $7.4 million) will be paid upon capital calls received from the Venture Fund. |
Short-term Bank Loans
The following table summarizes the contract information of short-term
borrowings between the banks and the Company as of December 31, 2014 (figures are in thousands of USD).
Bank / PRC Government | |
Purpose | |
Borrowing Date | |
Borrowing Term
(Months) | | |
Annual Interest
Rate | | |
Date of Interest Payment | |
Due Date | |
Amount Payable
on Due Date | |
| |
| |
| |
| | |
| | |
| |
| |
| |
ICBC Macau (1) | |
Working Capital | |
13 May, 2014 | |
| 12 | | |
| 2.81 | % | |
Pay quarterly | |
12 May 2015 | |
$ | 30,000 | |
| |
| |
| |
| | | |
| | | |
| |
| |
| | |
Shanghai Pudong Development Bank | |
Working Capital | |
16 Dec, 2014 | |
| 12 | | |
| 6.16 | % | |
Pay quarterly | |
15 Dec 2015 | |
| 654 | |
| |
| |
| |
| | | |
| | | |
| |
| |
| | |
Shanghai Pudong Development Bank | |
Working Capital | |
17 Dec, 2014 | |
| 11 | | |
| 6.16 | % | |
Pay quarterly | |
13 Nov 2015 | |
| 654 | |
| |
| |
| |
| | | |
| | | |
| |
| |
| | |
Shanghai Pudong Development Bank | |
Working Capital | |
18 Dec, 2014 | |
| 11 | | |
| 6.16 | % | |
Pay quarterly | |
13 Nov 2015 | |
| 326 | |
| |
| |
| |
| | | |
| | | |
| |
| |
| | |
China CITIC Bank | |
Working Capital | |
29 Dec, 2014 | |
| 12 | | |
| 6.72 | % | |
Pay quarterly | |
29 Dec 2015 | |
| 2,451 | |
| |
| |
| |
| | | |
| | | |
| |
| |
| | |
HSBC Bank (China) Company Limited | |
Working Capital | |
22 Jul, 2014 | |
| 12 | | |
| 1.70 | % | |
Pay monthly | |
1 Jul 2015 | |
| 5,000 | |
| |
| |
| |
| | | |
| | | |
| |
| |
| | |
Financial Bureau of Jingzhou Development Zone | |
Working Capital | |
28 Mar, 2014 | |
| 12 | | |
| 3.00 | % | |
Pay upon maturity | |
15 Mar 2015 | |
| 4,903 | |
Total | |
| |
| |
| | | |
| | | |
| |
| |
$ | 43,988 | |
| (1) | The original borrowing date and maturity date of this loan was May 22, 2012 and May 22, 2013, respectively.
The original maturity date was extended to May 12, 2015. |
The Company must use the bank loans for
the purpose described in the table. If the Company fails to do so, it will be charged a penalty interest at 100% of the specified
loan rate listed in the table above. Except for the loan granted by ICBC Macau as disclosed in the section “Bank Arrangements”
above, the Company has to pay interest at the interest rate described in the table on the 20th of each month. If the Company fails
to do so, it will be charged compound interest at the specified rate in the above table. The Company has to repay the principal
outstanding on the specified date in the table. If it fails, it will be charged a penalty interest at 50% of the specified loan
rate.
Management believes that the Company had
complied with such financial covenants as of December 31, 2014, and will continue to comply with them.
Notes Payable
The following table summarizes the contract
information of issuing notes payable between the banks and the Company as of December 31, 2014 (figures are in thousands of USD):
| |
| |
| |
Amount Payable on | |
Purpose | |
Term (Month) | |
Due Date | |
Due Date | |
Working Capital (1) | |
3-6 | |
Jan 2015 | |
$ | 12,038 | |
Working Capital (1) | |
3-6 | |
Feb 2015 | |
| 13,393 | |
Working Capital (1) | |
3-6 | |
Mar 2015 | |
| 14,440 | |
Working Capital | |
3-6 | |
Apr 2015 | |
| 13,940 | |
Working Capital | |
3-6 | |
May 2015 | |
| 12,891 | |
Working Capital | |
3-6 | |
Jun 2015 | |
| 13,999 | |
Total | |
| |
| |
$ | 80,701 | |
| (1) | The notes payable were repaid in full on their respective due dates. |
The Company must use notes payable for
the purpose described in the table. If it fails to do so, the banks will no longer issue the notes payable, and it may have an
adverse effect on the Company’s liquidity and capital resources. The Company has to deposit sufficient cash in the designated
account of the bank on the due date of notes payable for payment to the suppliers. If the bank has advanced payment for the Company,
it will be charged a penalty interest at 50% of the loan rate that is published by the People’s Bank of China in the same
period.
Management believes that the Company had
complied with such financial covenants as of December 31, 2014, and will continue to comply with them.
Cash flows
Net cash provided by operations for the
year ended December 31, 2014 was 45.7 million, compared with net cash provided of $12.9 million for the year ended December 31,
2013, representing an increase of $32.8 million.
During the year ended December 31, 2014, the increase in net
cash provided by operations was mainly due to the net effect of:
| (1) | The increase in net income, excluding non-cash items, by $5.7 million; |
| (2) | The change in balance of pledge deposits which led to an increase in net cash provided by operations of $6.9 million; |
| (3) | A decrease in the growth rate of balance of accounts and notes receivable which led to an
increase in net cash provided by operations of $36.1 million, which was mainly due to the sales of the Company’s goods
always on credit terms ranging from 4 to 6 months, and the fact that, during the year ended December 31, 2014, the Company
strengthened accounts receivable, which led to a significant decrease in the growth rate of the ending balance of accounts
receivable compared with last year; |
| (4) | The change in balance of inventories led to a decrease in net cash provided by operations of $1.4
million, which was mainly due to the Company needing certain inventory for turnover as a result of the increase in sales; |
| (5) | The change in balance of accounts and notes payable which led to a decrease in net cash provided
by operations of $14.7 million, which was mainly due to the Company having paid more accounts and notes payable as a result of
more accounts and notes payable being due and payable in the current period; |
| (6) | The change in accrued expenses and other payable which led to a decrease in net cash provided by
operations of $3.3million, which was mainly due to the Company paying certain legal expenses, audit fees and consulting fees that
accrued in the prior year during the current period; and |
| (7) | The change of balance of tax payable, which led to an increase in net cash provided by operations
of $2.2 million, mainly due to income tax payable being settled in the next year, pursuant to the tax laws and regulations in China. |
The Company used net cash of $21.8 million
in investment activities during the year ended December 31, 2014, compared to $43.1 million in 2013, representing a decrease of
$21.3 million, which was mainly due to an increase in purchases of equipment and patented technology of $4.5 million, the acquisition
of Fujian Qiaolong and Venture Fund for $3.9 million in cash, and most time deposits having matured and carried forward to short-term
deposits in the current period, which led to an increase of $29.6 million (See Note 4).
During the year ended December 31, 2014,
the Company used net cash of $9.1 million in financing activities, compared to net cash of $5.8 million used by financing activities
for 2013, representing an increase of $3.3 million, which was mainly due to the net effect of: (1) increased proceeds of $8.8 million
from government loans and bank loans; (2) the increase in dividends paid to the non-controlling shareholders of joint ventures
of $7.9 million; and (3) the increase in dividends paid to common stockholders of $4.3 million.
OFF-BALANCE SHEET ARRANGEMENTS
At December 31, 2014 and 2013, the Company
did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.
COMMITMENTS AND CONTINGENCIES
At December 31, 2014, the Company did not enter into any other
commitments except those cash requirements disclosed in the Liquidity and Capital Resources section.
INFLATION AND CURRENCY MATTERS
China’s economy has experienced rapid
growth recently, mostly through the issuance of debt. Debt-induced economic growth can lead to growth in the money supply and rising
inflation. If prices for the Company’s products rise at a rate that is insufficient to compensate for the rise in the cost
of supplies, it may harm the Company’s profitability. In order to control inflation in the past, the Chinese government has
imposed controls on bank credit, limits on loans for fixed assets and restrictions on state bank lending. Such policies can lead
to a slowing of economic growth. Rises in interest rates by the central bank would likely slow economic activity in China which
could, in turn, materially increase the Company’s costs and also reduce demand for the Company’s products.
Foreign operations are subject to certain
risks inherent in conducting business abroad, including price and currency exchange controls, and fluctuations in the relative
value of currencies. During 2014, the Company supplied products to North America and settled in cash in U.S. dollars. As a result,
appreciation or currency fluctuation of the RMB against the U.S. dollar would increase the cost of export products, and adversely
affect the Company’s financial performance.
In July 2005, the Chinese government adjusted
its exchange rate policy from “Fixed Rate” to “Floating Rate.” During December 2013 to December 2014, the
exchange rate between RMB and U.S. dollar appreciated from RMB1.00 to $0.1640 to RMB1.00 to $0.1634. With the Chinese government
attempts to slow the rate of inflation in the PRC, the appreciation of the RMB may continue. Significant appreciation of the RMB
is likely to decrease the amount of export products, thus decreasing the Company’s income.
RECENT ACCOUNTING PRONOUNCEMENTS
In April 2014, the Financial Accounting
Standards Board (“FASB”) issued Accounting Standards Update No. 2014-08 “Presentation of Financial Statements
(Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components
of an Entity”. The new guidance changes the criteria for reporting discontinued operations while enhancing disclosures in
this area. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued
operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Additionally,
ASU 2014-08 requires expanded disclosures about discontinued operations that will provide financial statement users with more information
about the assets, liabilities, income and expenses of discontinued operations. The new guidance also requires disclosure of the
pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations
reporting. ASU 2014-08 is effective for the Company in the first quarter of fiscal 2015. Early adoption is permitted, but only
for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available
for issuance. The Company is currently evaluating the impact of adopting this update on its financial statements.
In May 2014, the FASB issued Accounting
Standards Update No. 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers (Topic 606)”. ASU
2014-09 will eliminate transaction-specific and industry-specific revenue recognition guidance under current U.S. GAAP and replace
it with a principle-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue
based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure
about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant
judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective
for reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption
is not permitted. Entities can transition to the standard either retrospectively or as a cumulative effect adjustment as of the
date of adoption. Management is currently assessing the impact the adoption of ASU 2014-09 and the effect of the standard on our
ongoing financial reporting.
In June 2014, the FASB issued Accounting
Standards Update No. 2014-12 (“ASU 2014-12”), “Compensation—Stock Compensation (Topic 718) - Accounting
for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service
Period.” ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite
service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates
to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not
be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which
it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the
period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved
before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively
over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service
period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately
vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award
if the performance target is achieved. As indicated in the definition of vest, the stated vesting period (which includes the period
in which the performance target could be achieved) may differ from the requisite service period. For all entities, the amendments
in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015.
Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. Entities
may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or
(b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period
presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the
cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements
should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition
is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. The Company is currently evaluating
the impact of adopting this Update on its financial statements.
In August 2014, the FASB issued Accounting
Standards Update No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”,
which will explicitly require management to assess an entity’s ability to continue as a going concern and to provide related
footnote disclosures in certain circumstances. Currently, there is no guidance in GAAP about management’s responsibility
to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related
footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments should reduce diversity
in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue
as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically,
the amendments (1) provide a definition of the term “substantial doubt”, (2) require an evaluation every reporting
period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4)
require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5)
require an express statement and other disclosures when substantial doubt is not alleviated and (6) require an assessment for a
period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this
update are effective for the first annual period ending after December 15, 2016, and for annual periods and interim periods thereafter.
Early application is permitted. The Company is currently evaluating the impact of adopting this update on its financial statements.
SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES
The Company prepares its 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 dates of the financial statements and the reported amount of revenues
and expenses during the reporting periods. 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 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 it 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 the Company’s financial condition or results of operations. |
The table
below presents information about the nature and rationale for the Company critical accounting estimates:
|
|
Critical |
|
|
|
|
|
|
Balance Sheet |
|
Estimate |
|
|
|
Assumptions/Approaches |
|
|
Caption |
|
Item |
|
Nature of Estimates Required |
|
Used |
|
Key Factors |
Accrued liabilities and other long-term liabilities |
|
Warranty obligations |
|
Estimating warranty requires the Company to forecast the resolution of existing claims and expected future claims on products sold. VMs (Vehicle Manufacturer) are increasingly seeking to hold suppliers responsible for product warranties, which may impact the Company’s exposure to these costs. |
|
The Company bases its estimate on historical trends of units sold and payment amounts, combined with its current understanding of the status of existing claims and discussions with its customers. |
|
·VM sourcing
·VM policy decisions regarding warranty claims |
|
|
|
|
|
|
|
|
|
Property, plant and equipment, intangible assets and other long-term assets |
|
Valuation of long- lived assets and investments |
|
The Company is required from time-to-time to review the recoverability of certain of its assets based on projections of anticipated future cash flows, including future profitability assessments of various product lines. |
|
The Company estimates cash flows using internal budgets based on recent sales data, independent automotive production volume estimates and customer commitments. |
|
·Future production estimates
·Customer preferences and decisions |
|
|
|
|
|
|
|
|
|
Inventory |
|
Provision for inventory impairment |
|
The Company is required from time to time to review the
cashability of inventory based on projections of anticipated future cash flows, including provision of inventory impairment
for over market price and undesirable inventories. |
|
The Company estimates cash flows using internal budgets based on recent sales data, independent automotive production volume estimates and customer commitments.. |
|
·Future production estimates
·Customer preferences and decisions |
|
|
|
|
|
|
|
|
|
Deferred income taxes |
|
Recoverability of deferred tax assets |
|
The Company is required to estimate whether recoverability of its deferred tax assets is more likely than not based on forecasts of taxable earnings in the related tax jurisdiction. |
|
The Company uses historical and projected future operating results, based upon approved business plans, including a review of the eligible carry forward period, tax planning opportunities and other relevant considerations. |
|
·Tax
law changes
·Variances
in future projected profitability, including by taxing entity |
|
|
|
|
|
|
|
|
|
Convertible notes payable, warrant liabilities, compound derivative liabilities |
|
Warrant liabilities and compound derivative liabilities |
|
The Company is required to estimate the fair value of warrant liabilities and compound derivative liabilities at conception and completion of each reporting period. |
|
The Company uses Black-Scholes option pricing model to determine fair value of warrant; uses Monte Carlo simulation (“MCS”) valuation techniques to determine fair value of compound derivative liabilities. |
|
·Expected
volatility
·Risk-free
rate
·Interest
market risk
·Credit
risk
·Redemption
activities before maturity |
|
|
|
|
|
|
|
|
|
Uncertain tax |
|
Uncertain tax positions |
|
The Company is required to determine and assess all material positions, including all significant uncertain positions in all tax years that are still subject to assessment or challenge under relevant tax statutes. |
|
The Company applies a more likely than not threshold and a two-step approach for tax position measurement and financial statement recognition. For the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon settlement. |
|
·An
allocation or a shift of income between jurisdictions
·The
characterization of income or a decision to exclude reporting taxable income in a tax return
·A
decision to classify a transaction, entity, or other position in a tax return as tax exempt |
In addition, there are other items within
the Company’s financial statements that require estimation, but are not as critical as those discussed above, including write-down
of accounts and notes receivable. Although not significant in recent years, changes in estimates used in these and other items
could have a significant effect on the Company’s consolidated financial statements.
ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK. |
The Company is exposed to market risk from
changes in interest rates and foreign currency exchange rates. For purposes of specific risk analysis, the Company uses sensitivity
analysis to determine the effects that market risk exposures may have.
FOREIGN CURRENCY RISK
The Company’s reporting currency
is the U.S. dollar and the majority of its revenues will be settled in RMB and U.S. dollars. The Company’s currency exchange
rate risks come primarily from the sales of products to international customers. Most of the Company’s assets are denominated
in RMB except for part of cash and accounts receivable. As a result, the Company is exposed to foreign exchange risk as its revenues
and results of operations may be affected by fluctuations in the exchange rate between the U.S. dollar and the RMB.
The value of the RMB fluctuates and is
affected by, among other things, changes in China's political and economic conditions. In addition, the RMB is not readily convertible
into U.S. dollars or other foreign currencies. All foreign exchange transactions continue to take place either through the Bank
of China or other banks authorized to buy and sell foreign currencies at the exchange rate quoted by the People’s Bank of
China. The conversion of RMB into foreign currencies such as the U.S. dollar has been generally based on rates set by the People's
Bank of China, which are set daily based on the previous day's interbank foreign exchange market rates and current exchange rates
on the world financial markets. On December 31, 2014 and 2013, the exchange rates of RMB against U.S. dollar were RMB1.00 to $0.1640
and RMB1.00 to $0.1634, respectively. With the Chinese government’s attempts to slow the rate of inflation in the PRC, the Company
expects that the RMB will appreciate against the U.S. dollar in 2015. Significant appreciation of the RMB is likely to decrease
the amount of export products, thus decreasing the Company’s income.
In order to mitigate the currency exchange
rate risk, the Company has inserted a currency exchange rate fluctuation compensation provision in its sales contracts with its
international customers to the effect that both parties will bear 50% of such loss when the fluctuation is over 8% within that
contract year.
CREDIT RISK
Financial instruments that potentially
subject the Company to concentrations of credit risk consist primarily of trade accounts receivable. The Company does not require
collateral or other security to support client receivables since most of its customers are large, well-established companies. The
Company's credit risk is also mitigated because its customers are all selected enterprises supported by the local government. One
customer, Chrysler North America, accounted for more than 10% (11.5%) of the Company’s consolidated revenues in 2014. The
Company maintains an allowance for doubtful accounts for any potential credit losses related to its trade receivables. The Company
does not use foreign exchange contracts to hedge the risk in receivables denominated in foreign currencies and the Company does
not hold or issue derivative financial instruments for trading or speculative purposes.
INTEREST RATE RISK
The Company’s exposure to changes
in interest rates results primarily from its credit facility borrowings. As of December 31, 2014, the Company had $30.0 million
of outstanding indebtedness, which is subject to interest rate fluctuations. Based on the amount of such borrowings as of December
31, 2014, it is expected that a hypothetical 100 basis point increase in the then current LIBOR rate would increase the Company’s
interest expense by $0.3 million on an annual basis.
The Company’s level of outstanding indebtedness fluctuates
from time to time and may result in additional payable.
ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
(a) |
The financial statements required by this item begin on page 59. |
(b) |
Selected quarterly financial data for the past two years are summarized in the following table (figures are in thousands of USD, except those for items headed “Basic” and “Diluted”): |
| |
Quarterly Results of Operations | |
| |
First | | |
Second | | |
Third | | |
Fourth | |
| |
2014 | | |
2013 | | |
2014 | | |
2013 | | |
2014 | | |
2013 | | |
2014 | | |
2013 | |
Net sales | |
$ | 114,306 | | |
$ | 97,164 | | |
$ | 115,476 | | |
$ | 97,889 | | |
$ | 101,735 | | |
$ | 90,919 | | |
$ | 135,256 | | |
$ | 129,187 | |
Gross profit | |
| 21,337 | | |
| 19,362 | | |
| 21,583 | | |
| 18,389 | | |
| 20,583 | | |
| 16,525 | | |
| 23,971 | | |
| 22,357 | |
Income from operations | |
| 9,770 | | |
| 9,346 | | |
| 16,526 | | |
| 7,814 | | |
| 8,806 | | |
| 10,970 | | |
| 9,330 | | |
| 8,589 | |
Net income | |
| 8,311 | | |
| 7,526 | | |
| 13,586 | | |
| 6,206 | | |
| 8,026 | | |
| 10,429 | | |
| 9,671 | | |
| 8,904 | |
Net income attributable to noncontrolling interest | |
| 1,537 | | |
| 1,586 | | |
| 2,580 | | |
| 1,225 | | |
| 1,293 | | |
| 1,805 | | |
| 642 | | |
| 1,659 | |
Net income attributable to parent company’s common shareholders | |
| 6,774 | | |
| 5,940 | | |
| 11,006 | | |
| 4,981 | | |
| 6,733 | | |
| 8,624 | | |
| 9,029 | | |
| 7,245 | |
Net income attributable to parent company’s common shareholders per share- | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | 0.24 | | |
$ | 0.21 | | |
$ | 0.39 | | |
$ | 0.18 | | |
$ | 0.24 | | |
$ | 0.31 | | |
$ | 0.28 | | |
$ | 0.26 | |
Diluted | |
$ | 0.24 | | |
$ | 0.21 | | |
$ | 0.39 | | |
$ | 0.18 | | |
$ | 0.24 | | |
$ | 0.31 | | |
$ | 0.28 | | |
$ | 0.26 | |
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
None.
ITEM 9A. |
CONTROLS AND PROCEDURES. |
Evaluation of Disclosure Controls and
Procedures
The Company’s management, under the
supervision and with the participation of its chief executive officer and chief financial officer, Messrs. Wu Qizhou and Li Jie,
respectively, evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2014, the
end of the period covered by this Report. The term "disclosure controls and procedures," as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of
a company that are designed to ensure that information required to be disclosed by a company in the reports, such as this Form
10-K, that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange
Act is accumulated and communicated to the company’s management, including its chief executive officer and chief financial
officer, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, Messrs. Wu and Li concluded
that the Company’s disclosure controls and procedures were effective as of December 31, 2014.
Management’s Report on Internal
Control Over Financial Reporting
Management of the Company is responsible
for establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting,
as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, is a process designed by, or under the supervision
of, the chief executive officer and chief financial officer and effected by the board of directors, management and other personnel
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial
statements for external reporting purposes in accordance with generally accepted accounting principles. Internal control over financial
reporting includes those policies and procedures that:
|
a. |
pertain to the maintenance of records that,
in reasonable detail accurately and fairly reflect the transactions
and dispositions of the Company’s
assets; |
|
b. |
provide reasonable assurance that transactions
are recorded as necessary to permit preparation of the
consolidated financial statements in accordance
with generally accepted accounting principles, and that
the Company’s receipts and expenditures
are being made only in accordance with appropriate
authorization of the Company’s management
and board of directors; and |
|
c. |
provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use
or disposition of the Company’s assets
that could have a material effect on the consolidated financial statements. |
In making its assessment of internal control
over financial reporting, management, under the supervision and with the participation of the chief executive officer and chief
financial officer, used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
"Internal Control—Integrated Framework (2013)."
In
the second quarter of 2014, the Company acquired a 51.0% ownership interest in Fujian Qiaolong, a special purpose vehicle manufacturer
and dealer with automobile repacking qualifications, based in Fujian, China. Fujian Qiaolong mainly manufactures and distributes
drainage and rescue vehicles with mass flow, drainage vehicles with vertical downhole operation, crawler-type mobile pump stations,
high-altitude water supply and discharge drainage vehicles, long-range control crawler-type mobile pump stations and other vehicles.
As of December 31, 2014, Fujian Qiaolong was
a separate control environment. Fujian Qiaolong was excluded from management’s report on internal control over financial
reporting, as permitted by SEC guidance, for the year ended December 31, 2014. Fujian Qiaolong’s total assets and total
revenues represented 3.0% and 1.2%, respectively, of the related consolidated financial statement amounts as of and for the year
ended December 31, 2014.
Management has assessed the effectiveness
of internal control over financial reporting as of December 31, 2014 and determined that internal control over financial reporting
was effective as of December 31, 2014.
The effectiveness of the Company’s
internal control over financial reporting as of December 31, 2014 has been audited by PricewaterhouseCoopers Zhong Tian LLP, an
independent registered public accounting firm, as stated in its report which is included in Item 15 of this Annual Report on Form
10-K.
Remediation Measures
As previously disclosed in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2013, the Company’s management identified the following control
deficiencies as of December 31, 2013 that constituted a material weakness:
| • | Although the Company has a policy requiring that related party transactions be reported and disclosed
by the Finance Department and promptly directed to the Audit Committee for its review and approval, and the Company historically
has applied that policy and approval process to various transactions, Company personnel failed to adhere to the policy with respect
to certain loan transactions that occurred during 2013 (the “Transactions”). The Company’s review revealed that
this control failure was a result of differing interpretations on the part of individual Company personnel regarding the scope
and application of the policy. Further, when certain of the Transactions later were reported to members of the Finance Department,
those persons did not promptly report the Transactions to the Audit Committee. The Transactions later were also identified by the
Internal Audit Department of the Company as deviations from the Company’s internal control procedures during the normal course
of its internal audit procedures. However, Internal Audit personnel did not report the Transactions to the Audit Committee until
the Internal Audit Department had completed its broader and regular internal audit procedures and, therefore, they did not timely
inform the Audit Committee about the Transactions. |
A material weakness is a deficiency, or
a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a
material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.
In response to the material weakness identified
above, the Audit Committee directed that management consider certain corrective or remedial actions in respect of the relevant
internal controls at the Company. Management, under the supervision of the Chief Executive Officer and Chief Financial Officer,
adopted the recommendations of the Audit Committee and has implemented the measures described below to address the material weakness.
In order to address the
material weakness identified as of December 31, 2013, the Company has taken the following remedial measures: (1) the
Company’s policies and procedures with respect to related party transactions have been amended to clarify their scope,
as well as certain definitions and internal reporting and approval requirements; (2) a training program has been designed
and implemented, which is mandatory for relevant Company personnel and which focuses on the scope and application of
the Company’s controls concerning related party transactions, including reporting and approval requirements; (3)
policies and procedures have been amended to clarify that any identified errors relating to the reporting and submission for
approval of related party transactions should be immediately brought to the attention of the Audit Committee by the Finance
Department or the Internal Audit Department; and (4) as directed by the Audit Committee, the Company’s Internal Audit
Department has conducted and reported to the Audit Committee with respect to a series of special audits designed to assess
the implementation of the subject policies and procedures, the Company’s controls regarding related party transactions
and relevant staff members’ awareness of the Company’s procedures and controls regarding related party
transactions. The procedures of such audits have been included in the programs of the Internal Audit Department and are now
being carried out regularly throughout the year.
Management believes that the measures described
above have effectively remediated the referenced material weakness as of December 31, 2014. Under the direction of the Audit Committee,
management will continue to review and make any necessary changes to the system of internal controls and the control environment,
as well as policies and procedures to improve the overall effectiveness of internal control over financial reporting.
Inherent Limitations on Effectiveness
of Controls
A control system, no matter how well designed
and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The
design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered
relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide
absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual
acts of some persons, by collusion of two or more people or by management override of the controls. Projections of any evaluation
of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes
in conditions or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Control Over Financial
Reporting
During the quarter ended December 31,
2014, we have implemented and clarified policies and procedures with respect to related party transactions designed and implemented a new training program and conducted a series of special audits over the implementation of
policies and procedures that will be performed on a regular basis going forward. These changes have materially affected, or
are reasonably likely to materially affect, the Company’s internal control over financial reporting during the quarter
ended December 31, 2014.
ITEM 9B. |
OTHER INFORMATION. |
None.
PART III
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
The following table and text set forth
the names and ages of all directors and executive officers of the Company as of December 31, 2014. The Board of Directors is comprised
of only one class. All of the directors will serve until the next annual meeting of stockholders and until their successors are
elected and qualified, or until their earlier death, retirement, resignation or removal. Also provided herein are brief descriptions
of the business experience of each director and executive officer during the past five years and an indication of directorships
held by each director in other companies subject to the reporting requirements under the federal securities laws.
Name |
|
Age |
|
Position(s) |
|
|
|
|
|
Hanlin Chen |
|
57 |
|
Chairman of the Board |
|
|
|
|
|
Robert Tung |
|
58 |
|
Director |
|
|
|
|
|
Guangxun Xu |
|
64 |
|
Director |
|
|
|
|
|
Arthur Wong |
|
55 |
|
Director |
|
|
|
|
|
Qizhou Wu |
|
50 |
|
Chief Executive Officer and Director |
|
|
|
|
|
Jie Li |
|
45 |
|
Chief Financial Officer |
|
|
|
|
|
Andy Tse |
|
44 |
|
Senior Vice President |
|
|
|
|
|
Yijun Xia |
|
52 |
|
Vice President |
|
|
|
|
|
Daming Hu |
|
56 |
|
Chief Accounting Officer |
|
|
|
|
|
Haimian Cai |
|
51 |
|
Vice President |
BIOGRAPHIES OF DIRECTORS AND EXECUTIVE OFFICERS
Directors
Hanlin Chen has served as the chairman
of the board of directors and an executive officer since March 2003. Since January 2013, Mr. Chen has been a standing committee
member of the Chinese People’s Political Consultative Conference and vice president of Foreign Investors Association of Hubei
Province. From 1993 to 1997, Mr. Chen was the general manager of Shashi Jiulong Power Steering Gears Co., Ltd. Since 1997, he has
been the chairman of the Board of Henglong Automotive Parts, Ltd. Mr. Hanlin Chen is the brother-in-law of the Company’s
senior vice president, Mr. Andy Tse.
Qizhou Wu has served as a director
since March 2003 and as the chief executive officer of the Company since September 2007. He served as chief operating officer from
2003 to 2007. He was the executive general manager of Shashi Jiulong Power Steering Gears Co., Ltd. from 1993 to 1999 and the general
manager of Henglong Automotive Parts Co., Ltd. from 1999 to 2002. Mr. Wu graduated from Tsinghua University in Beijing with a Master’s
degree in automobile engineering.
Arthur Wong has been
an independent director of the Company since May 2012 and is the chairman of the audit committee and a member of
the compensation and nominating committees of the Board of Directors. Mr. Wong is currently the chief financial officer
of Beijing Radio Cultural Transmission Company Limited, a music production and music data management service company, and
the independent director of YOU On Demand Holdings, Inc., (NASDAQ:YOD). He also serves as a board member and chairman of
the audit committees for VisionChina Media Inc. (NASDAQ:VISN), Daqo New Energy Corp. (NYSE: DQ), Besunyen Holdings
Company Limited (HKSE: 926), Termbray Petroking Oilfield Services Limited (HKSE: 2178), Sky Solar Holdings, Ltd. (NASDAQ:
SKYS) and China Maple Leaf Educational Systems Limited (HKSE: 1317). Mr. Wong was formerly the chief financial officer of
GreenTree Inns Hotel Management Group, Nobao Renewable Energy, and Asia New-Energy. Prior to that, he worked at Deloitte
Touche Tohmatsu from 1982 to 2008, in that firm’s San Jose, Hong Kong and Beijing offices, and most recently as a
partner in the Beijing office. Mr. Wong received a Bachelor of Science in Applied Economics degree from the University of San
Francisco and was awarded a Higher Diploma of Accountancy from Hong Kong Polytechnic. His professional affiliations include
being a member of the American Institute of Certified Public Accountants, the Hong Kong Institute of Certified Public
Accountants and the Chartered Association of Certified Accountants.
Robert Tung has been an independent
director of the Company since September 2003. He is a member of the audit and nominating committees, and the chairman of the compensation
committee of the Board of Directors. Mr. Tung is currently the president of Multi-Media Communications, Inc. and vice president
of Herbal Blends International, LLC. Mr. Tung holds a Master’s degree in chemical engineering from the University of Virginia.
At present, Mr. Tung is the China operation vice president of Iraq Development Company of Canada, a leading North American corporation
engaging in oilfield and infrastructure development in the Republic of Iraq. In addition, Mr. Tung holds the Grand China sales
representative position of TRI Products, Inc., a well-known North American iron ore and scrap metals supplier. Currently, Mr.
Tung acts as the managing director of North-South Resource International Ltd. which consults on the trading of copper cathodes,
crude, fuel oil, diesel and jet fuels.
Guangxun Xu has served as an independent
director of the Company since December 2009. He is a member of the audit and compensation committees, and the chairman of the nominating
committee of the Board of Directors. Mr. Xu has been the Chief Representative of NASDAQ in China and a managing director of the
NASDAQ Stock Market International, Asia for over 10 years. With a professional career in the finance field spanning over 25 years,
Mr. Xu’s practice focuses on providing package services on U.S. and U.K. listings, advising on and arranging for private
placements, PIPEs, IPOs, pre-IPO restructuring, M&A, corporate and project finance, corporate governance, post-IPOIR compliance,
and risk control.
Executive Officers
Jie Li has served as the chief financial
officer since September 2007. Prior to that position he served as the corporate secretary from December 2004. Prior to joining
the Company in September 2003, Mr. Li was the assistant president of Jingzhou Jiulong Industrial Inc. from 1999 to 2003 and the
general manger of Jingzhou Tianxin Investment Management Co. Ltd. from 2002 to 2003. Mr. Li has a Bachelor's degree from the University
of Science and Technology of China. He also completed his graduate studies in economics and business management at the Hubei Administration
Institute.
Andy Tse has served as a senior
vice president of the Company since March 2003. He has also served as chairman of the board of Shenyang. He was the vice GM of
Jiulong from 1993 to 1997 and the vice GM of Henglong. Mr. Tse has over 10 years of experience in automotive parts sales and strategic
development. Mr. Tse has an MBA from the China People University. He is brother in-law to Hanlin Chen .
Yijun Xia has served as a vice president
of the Company since December 2009. He also served as the general manager of Henglong from April 2005 to December 2011. Prior to
that position he served as the Vice-G.M. of Henglong from December 2002. Mr. Xia graduated from Wuhan University of Water Transportation
Engineering with a bachelor degree in Metal Material and Heat Treatment.
Haimian Cai was an independent director
of the Company from September 2003 to December 2009, and also a member of the Company’s Audit, Compensation and Nominating
Committees. Dr. Cai is a technical specialist in the automotive industry. Prior to that, Dr. Cai was a staff engineer in ITT Automotive
Inc. Dr. Cai has written more than fifteen technical papers and co-authored a technical book regarding the Powder Metallurgy industry
for automotive application. Dr. Cai has more than ten patents including pending patents. Dr. Cai holds a B.S. Degree in Automotive
Engineering from Tsinghua University and a M.S. and Ph. D. in manufacturing engineering from Worcester Polytechnic Institute. Since
December 2009, Mr. Cai has not served as independent director and a member of the Company’s Audit Committee, Compensation
and Nominating Committees, because he was nominated as vice president of the Company.
Daming Hu has served as the chief
accounting officer since September 2007 and had overall charge of the financial report. During March 2003 to August 2007, he served
as Chief Financial Officer of the Company. Mr. Hu was the Finance Manager of Jiulong from 1996 to 1999 and Finance Manager of Henglong
from 1999 to 2002. Mr. Hu graduated from Zhongnan University of Economics and Law with bachelor’s degree in accounting.
BOARD COMPOSITION AND COMMITTEES
Audit Committee and Independent Directors
The Company has a standing Audit Committee
of the Board of Directors established in accordance with Section 3(a)(58)(A) of the Exchange Act, as amended. The Audit Committee
is operated under a written charter. The Audit Committee consists of the following individuals, all of whom the Company considers
to be independent, as defined under the SEC’s rules and regulations and the Nasdaq’s definition of independence: Mr.
Robert Tung, Mr. Guangxun Xu and Mr. Arthur Wong. Mr. Arthur Wong is the Chairman of the Audit Committee. The Board has determined
that Mr. Arthur Wong is the audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K, serving on the Company’s
Audit Committee.
Compensation Committee
The Company has a standing Compensation
Committee of the Board of Directors. The Compensation Committee is responsible for determining compensation for the Company’s
executive officers. Three of the Company’s independent directors, as defined under the SEC’s rules and regulations
and the Nasdaq’s definition of independence, Mr. Robert Tung, Mr. Guangxun Xu and Mr. Arthur Wong serve on the Compensation
Committee. Since July 8, 2010, Mr. Robert Tung has been the Chairman of the Compensation Committee. The Board has determined that
all members of the Compensation Committee are independent directors under the rules of the Nasdaq Stock Market, as applicable.
The Compensation Committee administers the Company’s benefit plans, reviews and administers all compensation arrangements
for executive officers, and establishes and reviews general policies relating to the compensation and benefits of the Company’s
officers and employees. The Compensation Committee operates under a written charter that is made available on the Company’s
website, www.caasauto.com.
The Company’s Compensation Committee
is empowered to review and approve the annual compensation and compensation procedures for the executive officers of the Company.
The primary goals of the Compensation Committee of the Company’s Board of Directors with respect to executive compensation
are to attract and retain the most talented and dedicated executives possible and to align executives’ incentives with stockholder
value creation. The Compensation Committee evaluates individual executive performance with a goal of setting compensation at levels
the committee believes are comparable with executives in other companies of similar size and stage of development operating in
similar industry while taking into account the Company’s relative performance and its strategic goals.
The Company has not retained a compensation
consultant to review its policies and procedures with respect to executive compensation. The Company conducts an annual review
of the aggregate level of its executive compensation, as well as the mix of elements used to compensate its executive officers.
The Company compares compensation levels with amounts currently being paid to executives in its industry and most importantly with
local practices in China. The Company is satisfied that its compensation levels are competitive with local conditions.
Nominating Committee
The Company has a standing Nominating Committee
of the Board of Directors. Director candidates are nominated by the Nominating Committee. The Nominating Committee will consider
candidates based upon their business and financial experience, personal characteristics, and expertise that are complementary to
the background and experience of other Board members, willingness to devote the required amount of time to carry out the duties
and responsibilities of Board membership, willingness to objectively appraise management performance, and any such other qualifications
the Nominating Committee deems necessary to ascertain the candidates’ ability to serve on the Board. The Nominating Committee
will not consider nominee recommendations from security holders, other than the recommendations received from a security holder
or group of security holders that beneficially owned more than five (5) percent of the Company’s outstanding common stock
for at least one year as of the date the recommendation is made. Three of the Company’s independent directors, as defined
under the SEC’s rules and regulations and the Nasdaq’s definition of independence, Mr. Robert Tung, Mr. Guangxun Xu
and Mr. Arthur Wong, serve on the Nominating Committee. Since December 17, 2009, Mr. Guangxun Xu has been the Chairman of the Nominating
Committee.
Stockholder Communications
Stockholders interested in communicating
directly with the Board of Directors, or individual directors, may email the Company’s independent director Mr. Arthur Wong
at arthurltwong@yahoo.com. Mr. Wong will review all such correspondence and will regularly forward to the board of directors of
the Company copies of all such correspondence that deals with the functions of the Board or committees thereof or that he otherwise
determines requires their attention. Directors may at any time review all of the correspondence received that is addressed to members
of the board of directors of the Company and request copies of such correspondence. Concerns relating to accounting, internal controls
or auditing matters will immediately be brought to the attention of the Audit Committee and handled in accordance with procedures
established by the Audit Committee with respect to such matters.
Family Relationships
Mr. Hanlin Chen and Mr. Andy Tse are brothers-in-law.
Code of Ethics and Conduct
The Board of Directors has adopted a Code
of Ethics and Conduct which is applicable to all officers, directors and employees. The Code of Ethics and Conduct was filed as
an exhibit to the Form 10-K for the year ended December 31, 2009, which was filed with the Securities and Exchange Commission on
March 25, 2010.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange
Act of 1934, as amended, requires the Company’s executive officers and directors and persons who own more than 10% of a registered
class of the Company’s equity securities to file with the Securities and Exchange Commission initial statements of beneficial
ownership, reports of changes in ownership and annual reports concerning their ownership of common stock and other of the Company’s
equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% stockholders are required
by Commission regulations to furnish the Company with copies of all Section 16(a) reports they file. To the best of the Company’s
knowledge, based solely upon a review of the Form 3, 4 and 5 filed, no officer, director or 10% beneficial shareholder failed to
file on a timely basis any reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended.
ITEM 11. |
EXECUTIVE COMPENSATION. |
COMPENSATION DISCUSSION AND ANALYSIS
In 2003, the Board of Directors established
a Compensation Committee consisting only of independent Board members, which is responsible for setting the Company’s policies
regarding compensation and benefits and administering the Company’s benefit plans. At the end of fiscal year 2014, the Compensation
Committee consisted of Mr. Robert Tung, Mr. Guangxun Xu and Mr. Arthur Wong. The members of the Compensation Committee approved
the amount and form of compensation paid to executive officers of the Company and set the Company’s compensation policies
and procedures during these periods.
The primary goals of the Company’s
compensation committee with respect to executive compensation are to attract and retain highly talented and dedicated executives
and to align executives’ incentives with stockholder value creation.
The Compensation Committee will conduct
an annual review of the aggregate level of the Company’s executive compensation, as well as the mix of elements used to compensate
the Company’s executive officers. The Company compares compensation levels with amounts currently being paid to executives
at similar companies in the same area and the same industry. Most importantly, the Company compares compensation levels with local
practices in China. The Company believes that its compensation levels are competitive with local conditions.
Elements of compensation
The Company’s executive compensation
consists of the following elements:
Base Salary
Base salaries for the Company’s executives
are established to be amounts of compensation that are similar to those paid by other companies to executives in similar positions
and with similar responsibilities. Base salaries are adjusted from time to time to realign salaries with market levels after taking
into account individual responsibilities, performance and experience. The Compensation Committee established a salary structure
to determine base salaries and is responsible for initially setting executive officer compensation in employment arrangements with
each individual. The base salary amounts are intended to reflect the Company’s philosophy that the base salary should attract
experienced individuals who will contribute to the success of the Company’s business goals and represent cash compensation
that is commensurate with the compensation of individuals at similarly situated companies.
The Company’s Board of Directors
and Compensation Committee have approved the current salaries for executives: RMB1.5 million (equivalent to approximately $0.24)
million) for the Chairman, RMB1.0 million (equivalent to approximately $0.16 million) for the CEO, and RMB0.6 million (equivalent
to approximately $0.09 million) individually for other officers in 2014.
Performance Bonus
|
a. |
Grantees: Mr. Hanlin Chen, Mr. Qizhou Wu, Mr. Andy Tse, Mr. Jie Li, Mr. Yijun Xia, and Mr. Daming Hu. |
|
b. |
Conditions: (i) based on the Company’s consolidated financial statements, the year over year growth rates of sales, net profits and earnings per share for 2014 must exceed 15%; and (ii) the average growth rate of the foregoing indicators must exceed that of China auto industry in 2014 published by CAAM. |
|
c. |
Bonus: 50% of each officer’s annual salary in 2014. |
The Company accrued performance bonuses
for Named Executive Officers in 2014 as the Company reached the above conditions for awarding performance bonuses.
Stock Option Awards
The stock options plan proposed by management,
which aims to incentivize and retain core employees, to meet employees’ benefits, the Company’s long term operating
goals and stockholder benefits, was approved at the Annual Meeting of Stockholders held on June 28, 2005, and extended for ten
years at the Annual Meeting of Stockholders held on September 16, 2014. The maximum common shares available for issuance under
the plan is 2,200,000. The term of the plan was extended to June 27, 2025.
There were no stock options granted to
management in 2014.
Other Compensation
Other than the base salary for the Company’s
Named Executive Officers, the performance bonus and the stock option awards referred to above, the Company does not have any other
benefits and perquisites for its Named Executive Officers. However, the Compensation Committee in its discretion may provide benefits
and perquisites to these executive officers if it deems advisable to do so.
Compensation Tables
Executive Officers
The compensation that Named Executive Officers
received for their services for fiscal years ended 2014 and 2013 were as follows (figures are in thousands of USD):
Name and principal position | |
Year | |
Salary (1) | | |
Bonus (2) | | |
Option Awards (3) | | |
Total | |
Hanlin Chen (Chairman) | |
2014 | |
$ | 237 | | |
$ | 119 | | |
$ | - | | |
$ | 356 | |
| |
2013 | |
$ | 210 | | |
$ | - | | |
$ | - | | |
$ | 210 | |
| |
| |
| | | |
| | | |
| | | |
| | |
Qizhou Wu (CEO) | |
2014 | |
$ | 158 | | |
$ | 79 | | |
$ | - | | |
$ | 237 | |
| |
2013 | |
$ | 140 | | |
$ | - | | |
$ | - | | |
$ | 140 | |
| |
| |
| | | |
| | | |
| | | |
| | |
Jie Li (CFO) | |
2014 | |
$ | 95 | | |
$ | 47 | | |
$ | | | |
$ | 142 | |
| |
2013 | |
$ | 87 | | |
$ | - | | |
$ | | | |
$ | 87 | |
| |
| |
| | | |
| | | |
| | | |
| | |
Haimian Cai (Vice President) | |
2014 | |
$ | 150 | | |
$ | - | | |
$ | - | | |
$ | 150 | |
| |
2013 | |
$ | 150 | | |
$ | - | | |
$ | - | | |
$ | 150 | |
|
(1) |
Salary – Please refer to Base Salary disclosed under “Elements of compensation” section above for further details. |
|
|
|
|
(2) |
Bonus – Please refer to Performance Bonus disclosed under “Elements of compensation” section above for further details. |
|
|
|
|
(3) |
Option Awards – Please refer to Stock Option Awards disclosed under “Elements of compensation” section above for further details. |
For detailed information on option exercises
and stock vested, please see Note 19 to the consolidated financial statements in this report.
Compensation for Directors
Based on the number of the board of directors’
service years, workload and performance, the Company decides on their pay. The management believes that the pay for the members
of the Board of Directors was appropriate as of December 31, 2014. The compensation that directors received for serving on the
Board of Directors for fiscal year 2014 was as follows (figures are in thousands of USD):
Name | |
Fees earned or paid in cash | | |
Option awards (1) | | |
Total | |
Robert Tung | |
$ | 44 | | |
$ | 64 | | |
$ | 108 | |
Guangxun Xu | |
$ | 40 | | |
$ | 64 | | |
$ | 104 | |
Arthur Wong | |
$ | 50 | | |
$ | 64 | | |
$ | 114 | |
(1) |
Other than the cash payment based on the number of a director’s service years, workload and performance, the Company grants 7,500 option awards to each director every year. In accordance with ASC Topic 718, the cost of the above mentioned stock options issued to directors was measured on the grant date based on their fair value. The fair value is determined using the Black-Scholes option pricing model and certain assumptions. Please see Note 19 to the consolidated financial statements in this Report. |
The cost of the above-mentioned compensation paid to directors
was measured based on investment, operating, technology, and consulting services they provided. All other directors did not receive
compensation for their service on the Board of Directors.
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
As used in this section, the term beneficial
ownership with respect to a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934, as amended, as consisting
of sole or shared voting power, including the power to vote or direct the vote, and/or sole or shared investment power, including
the power to dispose of or direct the disposition of, with respect to the security through any contract, arrangement, understanding,
relationship or otherwise, subject to community property laws where applicable. The percentage ownership is based on 32,121,019
shares of common stock outstanding at December 31, 2014 (exclusive of 217,283 shares of treasury stock).
Name/Title | |
Total Number of Shares | | |
Percentage Ownership | |
Hanlin Chen, Chairman (1) | |
| 17,849,014 | | |
| 55.57 | % |
Li Ping Xie (1) | |
| 17,849,014 | | |
| 55.57 | % |
Wiselink Holdings Limited, “Wiselink” (1) | |
| 17,849,014 | | |
| 55.57 | % |
Qizhou Wu, CEO and Director | |
| 1,325,136 | | |
| 4.13 | % |
Robert Tung, Director | |
| 7,500 | | |
| 0.02 | % |
Haimian Cai, Director | |
| - | | |
| - | % |
Jie Li, CFO(2) | |
| 83,403 | | |
| 0.26 | % |
Daming Hu, CAO | |
| - | | |
| - | % |
Tse Andy, Sr. VP | |
| 400,204 | | |
| 1.25 | % |
Yijun Xia, VP | |
| 17,200 | | |
| 0.05 | % |
| |
| | | |
| | |
All Directors and Executive Officers (8 persons) | |
| 19,682,457 | | |
| 61.28 | % |
|
(1) |
These 17,849,014 shares of common stock include: (i) 13,322,547 shares of common stock beneficially owned by Mr. Hanlin Chen; (ii) 1,502,925 shares of common stock beneficially owned by Ms. Liping Xie, Mr. Hanlin Chen’s wife; and (iii) 3,023,542 shares of common stock beneficially owned by Wiselink, a company controlled by Mr. Hanlin Chen. |
|
(2) |
Includes 50,000 shares held as nominee for Jiulong Machinery Electricity. On October 13, 2014, the Company issued 4,078,000 of its common shares in a private placement to nominee holders of Jiulong Machinery Electricity for the acquisition of the 19.0% and 20.0% equity interest in Jiulong and Henglong held by Jiulong Machinery Electricity, respectively. All of the nominee holders of Jiulong Machinery Electricity are unrelated parties except for Mr. Jie Li (CFO). |
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
For the information required by Item 13
please refer to Note 2 (Basis of Presentation and Significant Accounting Policies–Certain Relationships and Related Transactions)
and Note 29 (Related Party Transactions) to the consolidated financial statements in this Report.
The Company’s Audit Committee’s
charter provides that one of its responsibilities is to review and approve related party transactions defined as those transactions
required to be disclosed under Item 404 of Regulation S-K of the rules and regulations under the Exchange Act. The Company has
a formal written set of policies and procedures for the review, approval or ratification of related party transactions. Where a
related party transaction is identified, the Audit Committee reviews and, where appropriate, approves the transaction based on
whether it believes that the transaction is at arm’s length and contains terms that are no less favorable than what the Company
could have obtained from an unaffiliated third party.
ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES. |
The following table sets forth the aggregate
fees for professional audit services rendered by PricewaterhouseCoopers Zhong Tian LLP (formerly known as PricewaterhouseCoopers
Zhong Tian CPAs Limited Company) for the audit of the Company’s annual financial statements, and fees billed for other services
for the fiscal years 2014 and 2013. The Audit Committee has approved all of the following fees (figures are in thousands of USD):
| |
Fiscal Year Ended | |
| |
2014 | | |
2013 | |
Audit Fees | |
$ | 863 | | |
$ | 844 | |
Audit-Related Fees | |
| - | | |
| - | |
Tax Fees | |
| - | | |
| - | |
Total Fees Paid | |
$ | 863 | | |
$ | 844 | |
At the discretion of the PRC government
in accordance with the Scheme for the Localization Restructuring of Chinese-Foreign Cooperative Accounting Firms, PricewaterhouseCoopers
Zhong Tian CPAs Limited Company has converted to a new partnership and changed its name to PricewaterhouseCoopers Zhong Tian LLP,
effective from July 1, 2013. PricewaterhouseCoopers Zhong Tian LLP has succeeded PricewaterhouseCoopers Zhong Tian CPAs Limited
Company for all purposes and assumed all of the obligations and rights of PricewaterhouseCoopers Zhong Tian CPAs Limited Company
with effect from July 1, 2013.
AUDIT COMMITTEE’S PRE-APPROVAL POLICY
During the fiscal years ended December
31, 2014 and 2013, the Audit Committee of the Board of Directors adopted policies and procedures for the pre-approval of all audit
and non-audit services to be provided by the Company’s independent auditor and for the prohibition of certain services from
being provided by the independent auditor. The Company may not engage the Company’s independent auditor to render any audit
or non-audit service unless the service is approved in advance by the Audit Committee or the engagement to render the service is
entered into pursuant to the Audit Committee’s pre-approval policies and procedures. On an annual basis, the Audit Committee
may pre-approve services that are expected to be provided to the Company by the independent auditor during the fiscal year. At
the time such pre-approval is granted, the Audit Committee specifies the pre-approved services and establishes a monetary limit
with respect to each particular pre-approved service, which limit may not be exceeded without obtaining further pre-approval under
the policy. For any pre-approval, the Audit Committee considers whether such services are consistent with the rules of the Securities
and Exchange Commission on auditor independence.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.
(a)(1) FINANCIAL STATEMENTS
1. |
Report of Independent Registered Public Accounting Firm, PricewaterhouseCoopers Zhong Tian LLP |
|
|
2. |
Consolidated Balance Sheets as of December 31, 2014 and 2013 |
|
|
3. |
Consolidated Statements of Income for the years ended December 31, 2014 and 2013 |
|
|
4. |
Consolidated Statements of Comprehensive Income for the years ended December 31, 2014 and 2013 |
|
|
5. |
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2014 and 2013 |
|
|
6. |
Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013 |
|
|
7. |
Notes to Consolidated Financial Statements |
(b) EXHIBITS
The following is a list of exhibits filed
as part of this Annual Report on Form 10-K. Where so indicated by footnote, exhibits that were previously filed are incorporated
by reference.
Exhibit
Number |
|
Description |
|
|
|
3.1(i) |
|
Certificate of Incorporation (incorporated by reference from the filing on Form 10KSB File No. 000-33123) |
|
|
|
3.1(ii) |
|
Bylaws (incorporated by reference from the Form 10KSB for the year ended December 31, 2002) |
|
|
|
10.5 |
|
Joint-venture Agreement, dated March 31, 2006, as amended on May 2, 2006, between Great Genesis Holdings Limited and Wuhu Chery Technology Co., Ltd. (incorporated by reference to exhibit 10.8 to the Company’s Form 10-Q Quarterly Report on May 10, 2006) |
|
|
|
10.20 |
|
Translation of the Equity Transfer Agreement dated March 31, 2008 in English (incorporated by reference to exhibit 99.1 of the Company’s Form 8-K filed on April 2, 2008) |
|
|
|
10.21 |
|
English Translation of the Sino-Foreign Equity Joint Venture Contract dated January 24, 2010 between Great Genesis Holdings Limited and Beijing Hainachuan Auto Parts Co., Ltd. (incorporated by reference to the Company’s Form 10-K for the year ended December 31, 2010 filed on March 25, 2010) |
|
|
|
21 |
|
Schedule of Subsidiaries (incorporated by reference to Note 1 of the consolidated financial statements of the Company in this Annual Report on Form 10-K) |
|
|
|
23.1 |
|
Consent of PricewaterhouseCoopers Zhong Tian LLP* |
|
|
|
31.1 |
|
Rule 13a-14(a) Certification* |
|
|
|
31.2 |
|
Rule 13a-14(a) Certification* |
|
|
|
32.1 |
|
Section 1350 Certification* |
|
|
|
32.2 |
|
Section 1350 Certification* |
|
|
|
101* |
|
The following materials from the China Automotive Systems, Inc. Annual Report on Form 10-K for the year ended December 31, 2014, filed on March 26, 2015, formatted in Extensible Business Reporting Language (XBRL): |
|
(i) |
Consolidated Balance Sheets; |
|
(ii) |
Consolidated Statements of Income; |
|
(iii) |
Consolidated Statements of Comprehensive Income; |
|
(iv) |
Consolidated Statements of Changes in Stockholders’ Equity; |
|
(v) |
Consolidated Statements of Cash Flows; and |
|
(vi) |
Related notes. |
SIGNATURES
In accordance with
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company duly caused this Annual Report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
|
CHINA AUTOMOTIVE SYSTEMS, INC. |
|
|
|
Dated: March 26, 2015 |
|
/s/ Qizhou Wu |
|
|
|
|
Name: |
Qizhou Wu |
|
|
|
|
Title: |
Chief Executive Officer and President |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints Qizhou Wu his attorney-in-fact and agent, with the power of
substitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file
the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or substitutes, may do or cause to be done by virtue hereof.
In accordance with the Securities Exchange
Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Company and in the capacities and
on the dates indicated.
Dated: March 26, 2015 |
|
/s/ Hanlin Chen |
|
|
Name: |
Hanlin Chen |
|
|
Title: |
Chairman and Director |
|
|
|
|
|
|
|
|
|
Dated: March 26, 2015 |
|
/s/ Qizhou Wu |
|
|
Name: |
Qizhou Wu |
|
|
Title: |
Chief Executive Officer, President and Director |
|
|
|
|
|
|
|
|
|
Dated: March 26, 2015 |
|
/s/ Jie Li |
|
|
Name: |
Jie Li |
|
|
Title: |
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
Dated: March 26, 2015 |
|
/s/ Daming Hu |
|
|
Name: |
Daming Hu |
|
|
Title: |
Chief Accounting Officer |
|
|
|
|
|
|
|
|
|
Dated: March 26, 2015 |
|
/s/ Robert Tung |
|
|
Name: |
Robert Tung |
|
|
Title: |
Director |
|
|
|
|
|
|
|
|
|
Dated: March 26, 2015 |
|
/s/ Guangxun Xu |
|
|
Name: |
Guangxun Xu |
|
|
Title: |
Director |
|
|
|
|
|
|
|
|
|
Dated: March 26, 2015 |
|
/s/ Arthur Wong |
|
|
Name: |
Arthur Wong |
|
|
Title: |
Director |
|
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
TO BOARD OF DIRECTORS AND STOCKHOLDERS OF
CHINA AUTOMOTIVE SYSTEMS, INC.:
In our opinion, the accompanying consolidated
balance sheets and the related consolidated statements of income, comprehensive income, changes in stockholders' equity and cash
flows present fairly, in all material respects, the financial position of China Automotive Systems, Inc. and its subsidiaries (collectively
“the Company”) at December 31, 2014 and December 31, 2013, and the results of its operations and its cash flows for
each of the two years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the
United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible
for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in management’s report on Internal Control over Financial
Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company's
internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards
of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal
control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances.
We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
As described in Item 9A Management’s
Report on Internal Control Over Financial Reporting, management has excluded Fujian Qiaolong Special Purpose Vehicle Co., Ltd.
(“Fujian Qialong”) from its assessment of internal control over financial reporting as of December 31, 2014 because
it was acquired by the Company in a purchase business combination during 2014. We have also excluded Fujian Qiaolong from our audit
of internal control over financial reporting. Fujian Qiaolong is a 51% owned subsidiary whose total assets and total revenues represent
3.0% and 1.2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31,
2014.
/s/ PricewaterhouseCoopers Zhong Tian LLP
__________________________________________________
PricewaterhouseCoopers Zhong Tian LLP
Shanghai, People’s Republic of China
March 26, 2015
China Automotive Systems, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands of USD, except share and
per share amounts)
| |
December 31, | |
| |
2014 | | |
2013 | |
ASSETS | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 68,505 | | |
$ | 53,979 | |
Pledged cash deposits | |
| 33,633 | | |
| 33,963 | |
Short-term investments | |
| 41,017 | | |
| 35,510 | |
Accounts and notes receivable, net - unrelated parties | |
| 282,348 | | |
| 267,639 | |
Accounts and notes receivable, net - related parties | |
| 22,760 | | |
| 17,194 | |
Advance payments and others - unrelated parties | |
| 2,124 | | |
| 3,156 | |
Advance payments and others - related parties | |
| 741 | | |
| 866 | |
Inventories | |
| 64,419 | | |
| 51,392 | |
Assets held for sale | |
| - | | |
| 925 | |
Current deferred tax assets | |
| 7,078 | | |
| 5,783 | |
Total current assets | |
| 522,625 | | |
| 470,407 | |
Non-current assets: | |
| | | |
| | |
Property, plant and equipment, net | |
| 82,466 | | |
| 80,018 | |
Intangible assets, net | |
| 3,419 | | |
| 686 | |
Other receivables, net - unrelated parties | |
| 1,619 | | |
| 252 | |
Other receivables, net - related parties | |
| 76 | | |
| 108 | |
Advance payment for property, plant and equipment - unrelated parties | |
| 6,755 | | |
| 3,488 | |
Advance payment for property, plant and equipment - related parties | |
| 2,085 | | |
| 2,097 | |
Long-term investments | |
| 4,575 | | |
| 4,023 | |
Goodwill | |
| 645 | | |
| - | |
Non-current deferred tax assets | |
| 4,896 | | |
| 4,528 | |
Total assets | |
$ | 629,161 | | |
$ | 565,607 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Bank loans | |
$ | 43,988 | | |
$ | 37,381 | |
Accounts and notes payable - unrelated parties | |
| 213,090 | | |
| 198,419 | |
Accounts and notes payable - related parties | |
| 4,857 | | |
| 4,634 | |
Customer deposits | |
| 1,885 | | |
| 1,677 | |
Accrued payroll and related costs | |
| 7,554 | | |
| 7,052 | |
Accrued expenses and other payables | |
| 35,429 | | |
| 29,062 | |
Accrued pension costs | |
| 5,586 | | |
| 4,626 | |
Taxes payable | |
| 11,557 | | |
| 7,792 | |
Amounts due to shareholders/directors | |
| 380 | | |
| 312 | |
Current deferred tax liabilities | |
| 189 | | |
| 117 | |
Total current liabilities | |
| 324,515 | | |
| 291,072 | |
Long-term liabilities: | |
| | | |
| | |
Advances payable | |
| 6,156 | | |
| 2,764 | |
Non-current deferred tax liabilities | |
| 321 | | |
| - | |
Total liabilities | |
| 330,992 | | |
| 293,836 | |
Commitments and Contingencies (Note 30) | |
| | | |
| | |
Stockholders’ Equity | |
| | | |
| | |
Common stock, $0.0001 par value - Authorized - 80,000,000 shares Issued –32,338,302 and 28,260,302 shares at December 31, 2014 and 2013, respectively | |
| 3 | | |
| 3 | |
Additional paid-in capital | |
| 64,522 | | |
| 39,565 | |
Retained earnings- | |
| | | |
| | |
Appropriated | |
| 10,178 | | |
| 10,048 | |
Unappropriated | |
| 179,435 | | |
| 146,023 | |
Accumulated other comprehensive income | |
| 36,119 | | |
| 32,061 | |
Treasury stock –217,283 and 217,283 shares at December 31, 2014 and 2013, respectively | |
| (1,000 | ) | |
| (1,000 | ) |
Total parent company stockholders’ equity | |
| 289,257 | | |
| 226,700 | |
Non-controlling interests | |
| 8,912 | | |
| 45,071 | |
Total stockholders’ equity | |
| 298,169 | | |
| 271,771 | |
Total liabilities and stockholders’ equity | |
$ | 629,161 | | |
$ | 565,607 | |
The accompanying notes are an integral part
of these consolidated financial statements.
China Automotive Systems, Inc. and Subsidiaries
Consolidated Statements of Income
(In thousands of USD, except share and
per share amounts)
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Net product sales, including $50,442 and $37,453 to related parties for the years ended December 31, 2014 and 2013 | |
$ | 466,773 | | |
$ | 415,158 | |
Cost of products sold, including $23,506 and $25,916 purchased from related parties for the years ended December 31, 2014 and 2013 | |
| 379,299 | | |
| 338,526 | |
Gross profit | |
| 87,474 | | |
| 76,632 | |
Net gain on other sales | |
| 11,821 | | |
| 7,555 | |
Operating expenses: | |
| | | |
| | |
Selling expenses | |
| 15,736 | | |
| 13,331 | |
General and administrative expenses | |
| 16,161 | | |
| 13,253 | |
Research and development expenses | |
| 22,966 | | |
| 20,885 | |
Total operating expenses | |
| 54,863 | | |
| 47,469 | |
Operating income | |
| 44,432 | | |
| 36,718 | |
Other income, net | |
| 1,021 | | |
| 1,096 | |
Interest expense | |
| (1,788 | ) | |
| (1,569 | ) |
Financial income, net | |
| 2,416 | | |
| 1,996 | |
Income before income tax expenses and equity in earnings of affiliated companies | |
| 46,081 | | |
| 38,241 | |
Less: Income taxes | |
| 6,785 | | |
| 5,483 | |
Add: Investment income, net | |
| 298 | | |
| 307 | |
Net income | |
| 39,594 | | |
| 33,065 | |
Net income attributable to noncontrolling interest | |
| 6,052 | | |
| 6,276 | |
Net income attributable to parent company’s common shareholders | |
| 33,542 | | |
| 26,789 | |
| |
| | | |
| | |
Net income attributable to parent company’s common shareholders per share – | |
| | | |
| | |
Basic | |
$ | 1.15 | | |
$ | 0.96 | |
| |
| | | |
| | |
Diluted | |
$ | 1.15 | | |
$ | 0.95 | |
| |
| | | |
| | |
Weighted average number of common shares outstanding – | |
| | | |
| | |
Basic | |
| 29,062,519 | | |
| 28,043,019 | |
Diluted | |
| 29,082,809 | | |
| 28,056,144 | |
The accompanying notes are an integral part
of these consolidated financial statements.
China Automotive Systems, Inc. and Subsidiaries
Consolidated Statements of Comprehensive
Income
(In thousands of USD unless otherwise
indicated)
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Net income | |
$ | 39,594 | | |
$ | 33,065 | |
Other comprehensive income: | |
| | | |
| | |
Foreign currency translation loss (gain) | |
| (1,057 | ) | |
| 7,411 | |
Comprehensive income | |
| 38,537 | | |
| 40,476 | |
Comprehensive income attributable to noncontrolling interest | |
| 5,680 | | |
| 7,524 | |
Comprehensive income attributable to parent company | |
$ | 32,857 | | |
$ | 32,952 | |
The accompanying notes are an integral part
of these consolidated financial statements.
China Automotive Systems, Inc. and Subsidiaries
Consolidated Statements of Changes in
Stockholders’ Equity
(In thousands of USD, except share and
per share amounts)
| |
2014 | | |
2013 | |
| |
| | |
| |
Common Stock | |
| | | |
| | |
Balance at January 1, 2014 and 2013 - 28,260,302 and 28,260,302 shares, respectively | |
$ | 3 | | |
$ | 3 | |
Issuance of 4,078,000 shares in a private placement on October 13, 2014 | |
| 0 | | |
| - | |
Balance at December 31, 2014 and 2013 - 32,338,302 and 28,260,302 shares, respectively | |
$ | 3 | | |
$ | 3 | |
| |
| | | |
| | |
Additional paid-in capital | |
| | | |
| | |
Balance at January 1 | |
$ | 39,565 | | |
$ | 39,371 | |
Stock-based compensation | |
| 193 | | |
| 194 | |
Return of common shareholders’ investment cost | |
| (5,047 | ) | |
| - | |
Acquisition of the non-controlling interests in Henglong and Jiulong | |
| (7,502 | ) | |
| - | |
Issuance of 4,078,000 shares in a private placement on October 13, 2014 | |
| 37,313 | | |
| - | |
Balance at December 31 | |
$ | 64,522 | | |
$ | 39,565 | |
| |
| | | |
| | |
Retained earnings— Appropriated | |
| | | |
| | |
Balance at January 1 | |
$ | 10,048 | | |
$ | 9,953 | |
Appropriation of retained earnings | |
| 130 | | |
| 95 | |
Balance at December 31 | |
$ | 10,178 | | |
$ | 10,048 | |
| |
| | | |
| | |
Unappropriated | |
| | | |
| | |
Balance at January 1 | |
$ | 146,023 | | |
| 119,329 | |
Net income attributable to parent company | |
| 33,542 | | |
| 26,789 | |
Appropriation of retained earnings | |
| (130 | ) | |
| (95 | ) |
Balance at December 31 | |
$ | 179,435 | | |
$ | 146,023 | |
| |
| | | |
| | |
Accumulated Other Comprehensive Income | |
| | | |
| | |
Balance at January 1 | |
$ | 32,061 | | |
| 25,898 | |
Other comprehensive income related to the non-controlling interests acquired by the Company | |
| 4,743 | | |
| - | |
Net foreign currency translation adjustment attributable to parent company | |
| (685 | ) | |
| 6,163 | |
Balance at December 31 | |
$ | 36,119 | | |
$ | 32,061 | |
| |
| | | |
| | |
Treasury stock | |
| | | |
| | |
Balance at January 1, 2014 and 2013 - 217,283 and 217,283 shares, respectively | |
| (1,000 | ) | |
| (1,000 | ) |
Balance at December 31, 2014 and 2013 - 217,283 and 217,283 shares, respectively | |
| (1,000 | ) | |
| (1,000 | ) |
| |
| | | |
| | |
Total parent company stockholders’ equity | |
$ | 289,257 | | |
$ | 226,700 | |
| |
| | | |
| | |
Non-controlling interest | |
| | | |
| | |
Balance at January 1 | |
$ | 45,071 | | |
$ | 38,846 | |
Net foreign currency translation adjustment attributable to non-controlling interest | |
| (372 | ) | |
| 1,248 | |
Net income attributable to non-controlling interest | |
| 6,052 | | |
| 6,276 | |
Fair value of the non-controlling interests arising from the acquisition of Fujian Qiaolong | |
| 2,793 | | |
| - | |
Acquisition of the non-controlling interests in Henglong and Jiulong | |
| (29,812 | ) | |
| - | |
Other comprehensive income related to the non-controlling interests acquired by the Company | |
| (4,743 | ) | |
| - | |
Distribution of retained earnings | |
| (10,077 | ) | |
| (1,299 | ) |
Balance at December 31 | |
$ | 8,912 | | |
$ | 45,071 | |
| |
| | | |
| | |
Total stockholders' equity | |
$ | 298,169 | | |
$ | 271,771 | |
The accompanying notes are an integral part
of these consolidated financial statements.
China Automotive Systems, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands of USD unless otherwise
indicated)
|
|
Year Ended December 31, |
|
|
|
2014 |
|
|
2013 |
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
39,594 |
|
|
$ |
33,065 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
193 |
|
|
|
194 |
|
Depreciation and amortization |
|
|
15,523 |
|
|
|
14,587 |
|
Deferred income taxes |
|
|
(1,684 |
) |
|
|
(1,471 |
) |
Inventory write downs |
|
|
3,908 |
|
|
|
2,313 |
|
Provision for doubtful accounts |
|
|
96 |
|
|
|
60 |
|
Equity in earnings of affiliated companies |
|
|
(260 |
) |
|
|
(307 |
) |
Gain on disposal of fixed assets |
|
|
(7,475 |
) |
|
|
(4,282 |
) |
Amortization of debt issue cost |
|
|
- |
|
|
|
57 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
(Increase) decrease in: |
|
|
|
|
|
|
|
|
Pledged cash deposits |
|
|
195 |
|
|
|
(6,701 |
) |
Accounts and notes receivable |
|
|
(18,712 |
) |
|
|
(54,820 |
) |
Advance payments and other |
|
|
1,272 |
|
|
|
8 |
|
Inventories |
|
|
(10,156 |
) |
|
|
(8,716 |
) |
Increase (decrease) in: |
|
|
|
|
|
|
|
|
Accounts and notes payable |
|
|
11,940 |
|
|
|
26,600 |
|
Customer deposits |
|
|
207 |
|
|
|
787 |
|
Accrued payroll and related costs |
|
|
526 |
|
|
|
1,403 |
|
Accrued expenses and other payables |
|
|
2,057 |
|
|
|
5,335 |
|
Accrued pension costs |
|
|
969 |
|
|
|
235 |
|
Taxes payable |
|
|
4,231 |
|
|
|
1,994 |
|
Advances payable |
|
|
3,273 |
|
|
|
2,535 |
|
Net cash provided by operating activities |
|
|
45,697 |
|
|
|
12,876 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchase of short-term investments |
|
|
(46,419 |
) |
|
|
(46,492 |
) |
Proceeds from maturities of short-term investments |
|
|
40,828 |
|
|
|
11,330 |
|
Dividends from investment under cost method |
|
|
- |
|
|
|
66 |
|
Decrease (increase) in other receivables |
|
|
(43 |
) |
|
|
625 |
|
Cash received from property, plant and equipment sales |
|
|
7,048 |
|
|
|
6,284 |
|
Cash paid to acquire property, plant and equipment |
|
|
(18,038 |
) |
|
|
(14,708 |
) |
Cash paid to acquire intangible assets |
|
|
(1,376 |
) |
|
|
(163 |
) |
Acquisition of Fujian Qiaolong, net of cash acquired |
|
|
(2,976 |
) |
|
|
- |
|
Investment under cost method |
|
|
(817 |
) |
|
|
- |
|
Net cash used in investing activities |
|
|
(21,793 |
) |
|
|
(43,058 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from government and bank loan |
|
|
19,922 |
|
|
|
24,017 |
|
Repayment of bank loans |
|
|
(15,501 |
) |
|
|
(28,359 |
) |
Dividends paid to the holders of the Company’s common stock |
|
|
(4,291 |
) |
|
|
- |
|
Dividends paid to the non-controlling interest holders of joint venture companies |
|
|
(9,316 |
) |
|
|
(1,433 |
) |
Increase (decrease) in amounts due to shareholders/directors |
|
|
69 |
|
|
|
(35 |
) |
Net cash provided by financing activities |
|
|
(9,117 |
) |
|
|
(5,810 |
) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents affected by foreign currency |
|
|
(261 |
) |
|
|
2,322 |
|
Net increase (decrease) in cash and cash equivalents |
|
|
14,526 |
|
|
|
(33,670 |
) |
Cash and equivalents at beginning of year |
|
|
53,979 |
|
|
|
87,649 |
|
Cash and equivalents at end of year |
|
$ |
68,505 |
|
|
$ |
53,979 |
|
The accompanying notes are an integral part
of these consolidated financial statements.
China Automotive Systems, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(continued)
(In thousands of USD unless otherwise
indicated)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Cash paid for interest | |
$ | 1,214 | | |
$ | 1,295 | |
Cash paid for income taxes | |
$ | 5,877 | | |
$ | 6,043 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Non-cash investing activities:
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Advance payments for acquiring property, plant and equipment | |
$ | 4,492 | | |
$ | 5,586 | |
Accounts payable for acquiring property, plant and equipment | |
$ | 1,569 | | |
$ | - | |
Accounts receivable for the sale of land use rights | |
$ | 1,890 | | |
$ | - | |
Accounts payable for purchasing patented technology | |
$ | 817 | | |
$ | - | |
Government subsidies recorded as a reduction of property, plant and equipment cost | |
$ | - | | |
$ | 2,460 | |
Non-cash financing activities:
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Non-controlling interests arising as a result of acquisition of Fujian Qiaolong | |
$ | 2,793 | | |
$ | - | |
Issuance of common stock for the acquisition of non-controlling interests in Henglong and Jiulong | |
$ | 37,314 | | |
$ | - | |
Dividends payable to the Company’s shareholders | |
$ | 757 | | |
$ | - | |
Dividend payable to non-controlling interest shareholders of joint-ventures | |
$ | 817 | | |
$ | 34 | |
The accompanying notes are an integral part
of these consolidated financial statements
China Automotive Systems, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
1. |
Organization and Business |
China Automotive Systems, Inc., “China
Automotive,” was incorporated in the State of Delaware on June 29, 1999 under the name of Visions-In-Glass, Inc. China Automotive,
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 is primarily engaged in the manufacture and sale
of automotive systems and components, as described below.
Great Genesis Holdings Limited, a company
incorporated on January 3, 2003 under the Companies Ordinance of Hong Kong as a limited liability company, “Genesis,”
is a wholly-owned subsidiary of the Company.
Henglong USA Corporation, “HLUSA,”
which was 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 the
following Sino-foreign joint ventures, wholly-owned subsidiary and joint ventures organized in the PRC and Brazil as of December
31, 2014 and 2013.
| |
Aggregate Net Interest | |
Name of Entity | |
2014 | | |
2013 | |
Jingzhou Henglong Automotive Parts Co., Ltd., “ Henglong ” 1 | |
| 100.00 | % | |
| 80.00 | % |
Shashi Jiulong Power Steering Gears Co., Ltd., “ Jiulong ” 2 | |
| 100.00 | % | |
| 81.00 | % |
Shenyang Jinbei Henglong Automotive Steering System Co., Ltd., “ Shenyang ” 3 | |
| 70.00 | % | |
| 70.00 | % |
Universal Sensor Application Inc., “ USAI ” 4 | |
| 83.34 | % | |
| 83.34 | % |
Wuhu Henglong Auto Steering System Co., Ltd., “ Wuhu ” 5 | |
| 77.33 | % | |
| 77.33 | % |
Wuhan Jielong Electric Power Steering Co., Ltd., “ Jielong ” 6 | |
| 85.00 | % | |
| 85.00 | % |
Jingzhou Hubei Henglong Automotive System Co., Ltd, “ Hubei Henglong ” 7 | |
| 100.00 | % | |
| 100.00 | % |
Jingzhou Henglong Automotive Technology (Testing) Center, “ Testing Center ” 8 | |
| 80.00 | % | |
| 80.00 | % |
Beijing Hainachun Henglong Automotive Steering System Co., Ltd, “ Beijing HengLong ” 9 | |
| 50.00 | % | |
| 50.00 | % |
Chongqing Henglong Hongyan Automotive System Co., Ltd, “ Chongqing Henglong ” 10 | |
| 70.00 | % | |
| 70.00 | % |
CAAS Brazil’s Imports And Trade In Automotive Parts Ltd., “ Brazil Henglong ” 11 | |
| 80.00 | % | |
| 80.00 | % |
Fujian Qiaolong Special Purpose Vehicle Co., Ltd., “Fujian Qiaolong” 12 | |
| 51.00 | % | |
| - | |
Wuhan Chuguanjie Automotive Science and Technology Ltd., “Wuhan Chuguanjie” 13 | |
| 85.00 | % | |
| - | |
|
1. |
Henglong was established in 1997 and mainly engages in the production of rack and pinion power steering gears for cars and light duty vehicles. On August 11, 2014, the Company entered into a Stock Exchange Agreement, the “Exchange Agreement”, with a third party, Jingzhou City Jiulong Machinery Electricity Manufacturing Co., Ltd., “Jiulong Machine”, under which the Company issued 3,260,000 of its common shares in a private placement for the acquisition of the 20% equity interest in Henglong held by Jiulong Machine. On September 26, 2014, the Company obtained the 20% equity interest in Henglong and completed its share registration with the local government administrative bureau. While the Company retained its controlling interest in Henglong, the Company’s acquisition of the non-controlling interest was accounted for as an equity transaction (See Notes 18 and 22). |
|
|
|
|
2. |
Jiulong was established in 1993 and mainly engages in the production of integral power steering gears for heavy-duty vehicles. On August 11, 2014, the Company entered into the Exchange Agreement with Jiulong Machine under which the Company issued 818,000 of its common shares in a private placement for the acquisition of the 19% equity interest in Jiulong held by Jiulong Machine. On September 26, 2014, the Company obtained the 19% equity interest in Jiulong and completed its share registration with the local government administrative bureau. While the Company retained its controlling interest in Jiulong, the Company’s acquisition of the non-controlling interest was accounted for as an equity transaction (See Notes 18 and 22). |
|
|
|
|
3. |
Shenyang was established in 2002 and focuses on power steering parts for light duty vehicles. |
|
|
|
|
4. |
USAI was established in 2005 and mainly engages in the production and sales of sensor modules. |
|
|
|
|
5. |
Wuhu was established in 2006 and mainly engages in the production and sales of automobile steering systems. |
|
|
|
|
6. |
Jielong was established in 2006 and mainly engages in the production and sales of automobile steering columns. |
|
|
|
|
7. |
On March 7, 2007, Genesis established Hubei Henglong, formerly known as Jingzhou Hengsheng Automotive System Co., Ltd., its wholly-owned subsidiary, to engage in the production and sales of automotive steering systems. On July 8, 2012, Hubei Henglong changed its name to Hubei Henglong Automotive System Group Co., Ltd. |
|
8. |
In December 2009, Henglong, a subsidiary of Genesis, formed the Testing Center, which mainly engages in the research and development of new products. The registered capital of the Testing Center was RMB30.0 million, equivalent to approximately $4.4 million. |
|
|
|
|
9. |
Beijing Henglong was established in 2010 and mainly engages in the design, development and manufacture of both hydraulic and electric power steering systems and parts. According to the joint venture agreement, the Company does not have voting control of Beijing Henglong. Therefore, the Company’s consolidated financial statements do not include Beijing Henglong, and such investment is accounted for by the equity accounting method. |
|
|
|
|
10. |
On February 21, 2012, Hubei Henglong and SAIC-IVECO Hongyan Company, “SAIC-IVECO,” established a Sino-foreign joint venture company, Chongqing Henglong, to design, develop and manufacture both hydraulic and electric power steering systems and parts. |
|
|
|
|
11. |
On August 21, 2012, Brazil Henglong was established as a Sino-foreign joint venture company by Hubei Henglong and two Brazilian citizens, Ozias Gaia Da Silva and Ademir Dal’ Evedove. Brazil Henglong engages mainly in the import and sale of automotive parts in Brazil. |
|
12.
|
In the second quarter of 2014, the Company
acquired a 51.0% ownership interest in Fujian Qiaolong Special Purpose Vehicle Co., Ltd., “Fujian Qiaolong”, a special
purpose vehicle manufacturer and dealer with automobile repacking qualifications, based in Fujian, China. Fujian Qiaolong mainly
manufactures and distributes drainage and rescue vehicles with mass flow, drainage vehicles with vertical downhole operation, crawler-type
mobile pump stations, high-altitude water supply and discharge drainage vehicles, long-range control crawler-type mobile pump stations
and other vehicles.
|
|
13. |
On May 2014, together with Hubei Wanlong, Jielong formed a subsidiary, Wuhan Chuguanjie Automotive Science and Technology Ltd., “Wuhan Chuguanjie”, which mainly engages in research and development, manufacture and sales of automobile electronic systems and parts. Wuhan Chuguanjie is located in Wuhan, China. The registered capital of Wuhan Chuguanjie is RMB30.0 million, equivalent to approximately $4.9 million. At the date of release of this annual report, Jielong has completed the capital injection of RMB25.0 million, equivalent to approximately $4.1 million. |
On September 22,
2014, Hubei Henglong entered into an agreement with seven other parties to establish a venture capital fund, the “Venture
Fund”, which mainly focuses on investments in emerging automobiles and parts industries. Total share capital of the Venture
Fund is RMB280.0 million (equivalent to approximately $45.5 million). The initial term of the fund is eight years. Hubei Henglong
has committed to make investments into the Venture Fund of 17.9% or RMB50.0 million (equivalent to approximately $8.1 million),
which will be paid in three installments. As Hubei Henglong is a limited partner of the Venture Fund and has no significant influence
on the operation and decision-making of the Venture Fund, this investment will be accounted for using the cost method. On October
20, 2014, Hubei Henglong made its first capital contribution of RMB5.0 million (equivalent to approximately $0.8 million) (See
Note 32).
2. |
Basis of Presentation and Significant Accounting Policies |
Basis of Presentation - For the years ended
December 31, 2014 and 2013, the consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries
and joint ventures, which are described in Note 1. Significant inter-company balances and transactions have been eliminated upon
consolidation. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles
in the United States of America. The Company has no voting control in Beijing Henglong, thus such investment was accounted for
using the equity method.
Shenyang was formed in 2002, with 70% owned
and controlled by the Company, and 30% owned by Shenyang Automotive Industry Investment Corporation, “JB Investment.”
The highest authority of the joint venture is Shenyang’s board of directors, which is comprised of seven directors, four
of whom, 57%, are appointed by the Company, and three of whom, 43%, are appointed by JB Investment. As for day-to-day operating
matters, approval by more than two-thirds of the members of such board of directors, 67%, is required. The chairman of the board
of directors is appointed by the Company. In March 2003, the Company and Jinbei entered into an act-in-concert agreement, under
which the directors appointed by Jinbei agree to act in concert with the directors appointed by the Company. As a result, the Company
obtained control of Shenyang in March 2003. The general manager of Shenyang is appointed by the Company.
USAI was formed in 2005. At December 31,
2014, 83.34% of USAI was owned by the Company, and 16.66% of USAI was owned by Hubei Wanlong Investment Inc., “Hubei Wanlong.”
The highest authority of the joint venture is USAI’s board of directors, which is comprised of three directors, two of whom,
67%, are appointed by the Company, one of whom, 33%, is appointed by Hubei Wanlong. As for day-to-day operating matters, approval
by at least two-thirds of the members of such board of directors is required. The chairman of such board of directors is appointed
by the Company. The general manager of USAI is appointed by the Company.
Jielong was formed in April 2006. As at
December 31, 2014, 85% of Jielong was owned by the Company, and 15% of Jielong was owned by Hubei Wanlong. The highest authority
of the joint venture is Jielong’s board of directors, which is comprised of three directors, two of whom, 67%, are appointed
by the Company, and one of whom, 33%, is appointed by Hubei Wanlong. As for day-to-day operating matters, approval by at least
two-thirds of the members of such board of directors is required. Both the chairman of such board of directors and the general
manager of Jielong are appointed by the Company.
Wuhu was formed in May 2006, with 77.33%
owned by the Company, and 22.67% owned by Wuhu Chery Technology Co., Ltd., “Chery Technology.” The highest authority
of the joint venture is Wuhu’s board of directors, which is comprised of five directors, three of whom, 60%, are appointed
by the Company, and two of whom, 40%, are appointed by Chery Technology. As for day-to-day operating matters, approval by at least
two-thirds of the members of such board of directors is required. The directors of the Company and Chery Technology executed an
“Act in Concert” agreement, resulting in the Company having voting control in the joint venture. The chairman of such
board of directors is appointed by the Company. The general manager of Wuhu is appointed by the Company.
Chongqing Henglong was formed in 2012,
with 70% owned by the Company and 30% owned by SAIC-IVECO. The highest authority of the joint venture is Chongqing Henglong’s
board of directors, which is comprised of five directors, three of whom, 60%, are appointed by the Company, and two of
whom, 40%, are appointed by SAIC-IVECO. As for day-to-day operating matters, approval by at least two-thirds of the members of
such board of directors is required. In February 2012, the Company and SAIC-IVECO signed an “Act in Concert” agreement.
According to the agreement, the directors appointed by SAIC-IVECO agreed to execute the “Act in Concert” agreement
with the directors designated by the Company. The chairman of such board of directors and the general manager of Chongqing Henglong
are both appointed by the Company.
Brazil Henglong was formed in 2012, with
80% owned by the Company and 20% owned by Mr. Ozias Gaia Da Silva and Mr. Ademir Dal’ Evedove. The highest authority of the
joint venture is Brazil Henglong’s board of directors. In making operational decision, approval by voting rights representing
at least 3/4 of the capital, 75%, is required and 80% of voting rights were owned by the Company. The chairman of such board of
directors is appointed by the Company. The general manager is Mr. Ozias Gaia Da Silva.
Beijing Henglong was formed in 2010, with
50% owned by the Company and 50% owned by Beijing Hainachuan Auto Parts Co. Ltd., "Hainachuan.” The highest authority
of the joint venture is Beijing Henglong’s board of directors, which is comprised of seven directors, four of whom,
57%, are appointed by the Company, and three of whom, 43%, are appointed by Hainachuan. As for day-to-day operating matters, approval
by at least two-thirds of the members of such board of directors is required. The chairman of such board of directors is appointed
by Hainachuan. The general manager of Beijing Henglong is appointed by the Company. The Company has no voting control in Beijing
Henglong, thus such investment was accounted for using the equity method.
In 2014, the Company acquired a 51.0% ownership
interest in Fujian Qiaolong. The remaining 49.0% ownership interest of Fujian Qiaolong is owned by Longyan Huanyu Emergency Equipment
Technology Co., Ltd. and Mr. Lin lilun. The highest authority of the joint venture is the board of directors, which is comprised
of five directors, three of whom, 60%, are appointed by the Company, and two of whom, 40%, are appointed by Longyan Huanyu.
As for day-to-day operating matters, approval by at least three members of such board of directors is required. The chairman of
such board of directors is appointed by the Company. The general manager of Fujian Qiaolong is appointed by Longyan Huanyu.
In 2014, Jielong formed a subsidiary, Wuhan
Chuguanjie, with 85% owned by the Company and 15% owned by Hubei Wanlong. The highest authority of the joint venture is the board
of directors, which is comprised of three directors, two of whom, 67%, are appointed by the Company, and one of whom,
33%, is appointed by Hubei Wanlong. As for day-to-day operating matters, approval by at least two-thirds of the members of such
board of directors is required. Both the chairman of such board of directors and the general manager of Chuguanjie are appointed
by the Company.
The minority partners of each of the joint
ventures are all private companies not controlled, directly or indirectly, by any PRC municipal government or other similar government
entity.
Use of Estimates - The preparation
of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting
periods. The Company is of the opinion that the significant estimates related to impairment of long term assets and investment,
the realizable value of accounts receivable and inventories, useful lives of property, plant and equipment, the amounts of accruals,
warranty liabilities and deferred tax assets and the determination of fair value of identifiable assets and liabilities acquired
through business combinations. Actual results could differ from those estimates.
Cash and Cash Equivalents - Cash
and cash equivalents include all highly-liquid investments with an original maturity of three months or less at the date of purchase.
Pledged Cash Deposits - Pledged
as guarantee for the Company's notes payable and restricted to use. The Company regularly pays some of its suppliers by bank notes.
The Company has to deposit a cash deposit, equivalent to 30%- 100% of the face value of the relevant bank note, in order to obtain
the bank note.
Short-term investments - Short-term
investments are comprised of time deposits with terms of three months or more which are due within one year. The carrying values
of time deposits approximate fair value because of their short maturities. The interest earned is recognized in the consolidated
statements of income over the contractual term of the deposits.
Allowance for doubtful accounts
- In order to determine the value of the Company’s accounts receivable, the Company records a provision for doubtful accounts
to cover estimated credit losses. Management reviews and adjusts this allowance periodically based on historical experience and
its evaluation of the collectability of outstanding accounts receivable. The Company evaluates the credit risk of its customers
utilizing historical data and estimates of future performance.
Inventories - Inventories are stated
at the lower of cost and net realizable value. Cost is calculated on the moving-average basis and includes all costs to acquire
and other costs to bring the inventories to their present location and condition. The Company evaluates the net realizable value
of its inventories on a regular basis and records a provision for loss to reduce the computed moving-average cost if it exceeds
the net realizable value.
Advance Payments - These amounts
represent advances to acquire various assets to be utilized in the future in the Company’s normal business operations, such
as machine equipment, raw materials and technology. Such amounts are paid according to their respective contract terms. Advance
payment for machinery and equipment is classified as advance payment for property, plant and equipment in the consolidated balance
sheet and advance payment of raw materials and technology are classified as advance payments and others in the consolidated balance
sheet.
Property, Plant and Equipment – Property, plant
and equipment are stated at cost. Major renewals and improvements are capitalized; minor replacements and maintenance and repairs
are charged to operations. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective
assets as follows:
Category |
|
Estimated Useful Life (Years) |
Land use rights and buildings: |
|
|
Land use rights |
|
45 -50 |
Buildings |
|
25 |
Machinery and equipment |
|
6 |
Electronic equipment |
|
4 |
Motor vehicles |
|
8 |
Assets under construction - represent
buildings under construction and plant and equipment pending installation— are stated at cost. Cost includes construction
and acquisitions, and interest charges arising from borrowings used to finance assets during the period of construction or installation
and testing. No provision for depreciation is made on assets under construction until such time as the relevant assets are completed
and ready for their intended commercial use.
Gains or losses on disposal of property,
plant and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the relevant
asset, and are recognized in the consolidated statements of income on the date of disposal.
Interest Costs Capitalized - Interest
costs incurred in connection with borrowings for the acquisition, construction or installation of property, plant and equipment
are capitalized (if significant) and depreciated as part of the asset’s total cost when the respective asset is placed into
service.
However, for the fiscal year ended December
31, 2014 and 2013, interest costs which were incurred as a result of using such borrowings for the acquisition, construction or
installation of property, plant and equipment were not significant, so the Company did not capitalize interest costs.
Intangible Assets - Intangible assets,
representing patents and technical know-how acquired, are stated at cost less accumulated amortization and impairment losses. Amortization
is calculated on the straight-line method over the estimated useful life of 5 to 15 years.
Long-Lived Assets - The Company
has adopted the provisions of ASC Topic 360, “Accounting for the Impairment or Disposal of Long-Lived Assets.”
Property, plant and equipment and definite life intangible assets are reviewed periodically for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If required, an impairment loss is
recognized as the difference between the carrying value and the fair value of the assets.
In assessing long-lived assets for impairment,
management considered the Company’s product line portfolio, customers and related commercial agreements, labor agreements
and other factors in grouping assets and liabilities at the lowest level for which identifiable cash flows are largely independent.
The Company considers projected future undiscounted cash flows, trends and other factors in its assessment of whether impairment
conditions exist. Whilst the Company believes that its estimates of future cash flows are reasonable, different assumptions regarding
such factors as future automotive production volumes, customer pricing, economics and productivity and cost saving initiatives,
could significantly affect its estimates. In determining fair value of long-lived assets, management uses appraisals, management
estimates or discounted cash flow calculations.
Long-Term Investments - Investments
in which the Company owns less than 20% of the investee company and does not have the ability to exert significant influence are
stated at cost, and are reviewed periodically for realization. Investments in which the Company owns 20% - 50% of the investee
company and does have the ability to exert significant influence are accounted for using the equity method.
In 2010, the Company set up a joint venture
with Beijing Hainachuan, Beijing Henglong. Beijing Henglong is an entity over which the Company has significant influence but it
does not control. Investment in Beijing Henglong is accounted for by the equity method of accounting. Under this method, the Company’s
income (loss) from investment in Beijing Henglong is recognized in the consolidated statements of income. Unrealized gains on transactions
between the Company and Beijing Henglong are eliminated to the extent of the Company’s interest in Beijing Henglong, if any;
unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. When
the Company’s share of losses in Beijing Henglong equals or exceeds its interest in Beijing Henglong, the Company does not
recognize further losses, unless the Company has incurred obligations or made payments on behalf of Beijing Henglong.
On September 22, 2014, Hubei Henglong entered
into an agreement with seven other parties to establish a venture capital fund, the “Venture Fund”, which mainly focuses
on investments in emerging automobiles and parts industries. On October 20, 2014, Hubei Henglong made its first capital contribution
of $0.8 million. This investment will be accounted for using the cost method.
The Company continually reviews its investment
to determine whether a decline in fair value below the carrying value is other than temporary. The primary factors the Company
considers in its determination are the length of time that the fair value of the investment is below the Company’s carrying
value and the financial condition, operating performance and near term prospects of the investee. In addition, the Company considers
the reason for the decline in fair value, including general market conditions, industry-specific or investee-specific reasons,
changes in valuation subsequent to the balance sheet date and the Company’s intent and ability to hold the investment for
a period of time sufficient to allow for a recovery in fair value. If the decline in fair value is deemed to be other than temporary,
the carrying value of the security is written down to fair value. There were no impairment losses for its long-term investment
in the years ended December 31, 2014 and 2013.
Business Combinations – A
business combination is recorded using the purchase method of accounting, and the cost of an acquisition is measured as the aggregate
of the fair values at the date of exchange of the assets given, liabilities incurred and equity instruments issued as well as
the contingent considerations and all contractual contingencies as of the acquisition date. The costs directly attributable to
the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured
separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess
of (i) the total of consideration of acquisition, fair value of the non-controlling interests and acquisition date fair value of
any previously held equity interest in the subsidiary acquired over (ii) the fair value of the identifiable net assets of the subsidiary
acquired is recorded as goodwill. If the consideration of acquisition is less than the fair value of the net assets of the subsidiary
acquired, the difference is recognized directly in the consolidated statements of income.
Goodwill - Goodwill represents the
excess of the purchase price over the fair value of the identifiable assets and liabilities acquired as a result of the Company’s
acquisition of interests in its subsidiary. The Company tests goodwill for impairment at the reporting unit level on an annual
basis, and between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired.
The Company adopted the FASB revised guidance on “Testing of Goodwill for Impairment.” Under this guidance, the Company
has the option to choose whether it will apply the qualitative assessment first and then the quantitative assessment, if necessary,
or to apply the quantitative assessment directly. For a reporting unit applying a qualitative assessment first, the Company starts
the goodwill impairment test by assessing qualitative factors to determine whether it is more likely than not that the fair value
of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not the fair value
of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing
is required. The quantitative impairment test uses a two-step process. In the first step, the fair value of a reporting unit is
compared to its carrying value. If the fair value of a reporting unit exceeds the carrying value of the net assets assigned to
a reporting unit, goodwill is considered not impaired and no further testing is required. If the carrying value of the net assets
assigned to a reporting unit exceeds the fair value of a reporting unit, the second step of the impairment test is performed in
order to determine the implied fair value of a reporting unit’s goodwill. Determining the implied fair value of goodwill
requires valuation of a reporting unit’s tangible and intangible assets and liabilities in a manner similar to the allocation
of purchase price in a business combination. If the carrying value of a reporting unit’s goodwill exceeds its implied fair
value, goodwill is deemed impaired and is written down to the extent of the difference. The Company estimates total fair value
of the reporting unit using discounted cash flow analysis, and makes assumptions regarding future revenue, gross margins, working
capital levels, investments in new products, capital spending, tax, cash flows, and the terminal value of the reporting unit. There
is no loss on goodwill impairment during the year ended December 31, 2014.
Revenue from Product Sales Recognition
- The Company recognizes revenue when the significant risks and rewards of ownership have been transferred to the customers including
factors such as when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable,
sales and value added tax laws have been complied with, and collectability is probable. The Company recognizes product sales generally
at the time the product is installed on OEMs’ production line, and a small number of product sales is recognized at the time
the product is shipped. Concurrent with the recognition of revenue, the Company reduces revenue for estimated product returns.
Revenue is presented net of any sales tax and value added tax.
Revenue from Materials and Other Assets
Sales Recognition – Normally, the Company purchases materials only for its production. Occasionally, some materials will
be sold to other suppliers in case of temporary inventory overage of such materials and to make a profit on any price difference.
The Company is essentially the agent in these transactions because it does not have any risk of product return. When there is any
quality or quantity loss, the suppliers are obligated to restitution. Income generated from selling materials is recorded as the
net amount retained, that is, the amount billed to the customers less the amount paid to suppliers, in the consolidated statement
of income in accordance with the provisions of ASC Topic 350. Revenue from other asset sales represents gains or losses
from other assets, for example, unused property, plant and equipment. Income generated from selling other assets is recorded as
the net sales amount less the carrying value of the assets. The Company has classified such revenue from materials and other asset
sales into gain on other sales in its consolidated statements of income.
Government subsidies - The Company’s
PRC based subsidiaries received government subsidies according to related policy from local government. The Company’s government
subsidies consisted of specific subsidies and other subsidies. Specific subsidies are the subsidies that the Chinese government
has specified its purpose for, such as product development and renewal of production facilities. Other subsidies are the subsidies
that the Chinese government has not specified its purpose for and are not tied to future trends or performance of the Company;
receipt of such subsidy income is not contingent upon any further actions or performance of the Company and the amounts do not
have to be refunded under any circumstances. The Company recorded specific purpose subsidies as advances payable when received.
For specific purpose subsidies, upon government acceptance of the related project development or asset acquisition, the specific
purpose subsidies are recognized to reduce related R &D expenses or cost of asset acquisition. The unspecific purpose subsidies
are recognized as other income upon receipt as further performance by the Company is not required.
Sales Taxes - The Company is subject
to value added tax, “VAT.” The applicable VAT tax rate is 17% for products sold in the PRC. The amount of VAT liability
is determined by applying the applicable tax rate to the invoiced amount of goods sold less VAT paid on purchases made with the
relevant supporting invoices. VAT is collected from customers by the Company on behalf of the PRC tax authorities and is therefore
not charged to the consolidated statements of income.
Uncertain Tax Positions - In order
to assess uncertain tax positions, the Company applies a more likely than not threshold and a two-step approach for tax position
measurement and financial statement recognition. For the two-step approach, the first step is to evaluate the tax position for
recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will
be sustained, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit
as the largest amount that is more than 50% likely to be realized upon settlement. As of December 31, 2014, the Company has no
uncertain tax positions.
Product Warranties - The Company
provides for the estimated cost of product warranties when the products are sold. Such estimates of product warranties were based
on, among other things, historical experience, product changes, material expenses, service and transportation expenses arising
from the manufactured product. Estimates will be adjusted on the basis of actual claims and circumstances.
For the years ended December 31, 2014 and 2013, the warranties
activities were as follows (figures are in thousands of USD):
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
Balance at the beginning of year | |
$ | 22,104 | | |
$ | 18,081 | |
Additions during the year | |
| 12,341 | | |
| 12,707 | |
Settlement within the year | |
| (9,354 | ) | |
| (9,244 | ) |
Foreign currency translation | |
| (80 | ) | |
| 560 | |
Balance at end of year | |
$ | 25,011 | | |
$ | 22,104 | |
Pension - Most of the operations
and employees of the Company are located in China. The Company records pension costs and various employment benefits in accordance
with the relevant Chinese social security laws, which is approximately at a total of 31% of base salary as required by local governments.
Base salary levels are the average salary determined by the local governments.
Concentration of Credit Risk - Financial
instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of trade accounts
receivable. The Company performs ongoing credit evaluations with respect to the financial condition of its debtors, but does not
require collateral. In order to determine the value of the Company’s accounts receivable, the Company records a provision
for doubtful accounts to cover probable credit losses. Management reviews and adjusts this allowance periodically based on historical
experience and its evaluation of the collectability of outstanding accounts receivable.
Interest Rate Risk - As of December
31, 2014, the Company had bank loans of $30.0 million which were charged at floating interest rates. The remaining bank loans and
convertible notes payable were charged at fixed interest rates. Management is monitoring the change of floating interest rates.
The Company plans to repay the bank loans with floating interest rates when the floating interest rates exceed fixed interest rates,
because such bank loans are short-term and the Company has sufficient credit lines with fixed interest rates.
Income Taxes - The Company accounts
for income taxes using the liability method whereby deferred income taxes are recognized for the tax consequences of temporary
differences by applying statutory tax rates applicable to future years to differences between the financial statement carrying
amounts and the tax bases of certain assets and liabilities, changes in deferred tax assets and liabilities, if any, include the
impact of any tax rate changes enacted during the year. ASC Topic 350 , “Accounting for Income Taxes,” requires
that deferred tax assets be reduced by a valuation allowance if, based on all available evidence, it is considered more likely
than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Additionally, the
Company accounts for uncertainty in income taxes using a two-step approach to recognize and measure uncertain tax positions. The
first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it
is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes,
if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon
settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates
payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision
for income taxes.
If the amount of the Company’s taxable
income or income tax liability is a determinant of the amount of a grant, the grant is treated as a reduction of the income tax
provision in the year the grant is realized.
Research and Development Costs -
Research and development costs are expensed as incurred.
Advertising, Shipping and Handling Costs
– Advertising, shipping and handling costs are expensed as incurred and recorded in selling expenses. Shipping and handling
costs relating to sales of $6.8 million and $5.5 million were included in selling expenses for the years ended December 31, 2014
and 2013, respectively.
Income Per Share - Basic income
per share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary shares
outstanding during the period using the two-class method. Under the two-class method, net income is allocated between ordinary
shares and other participating securities, convertible note holders, based on their participating rights. Diluted income per share
is calculated by dividing net income attributable to ordinary shareholders, as adjusted for the effects on income of participating
securities as if they were dilutive ordinary shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent
shares outstanding during the period. Ordinary equivalent shares consist of ordinary shares issuable upon the conversion of the
convertible notes using the if-converted method, and shares issuable upon the exercise of stock options and warrants for the purchase
of ordinary shares using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted
earnings per share calculation when inclusion of such shares would be antidilutive.
Comprehensive Income – ASC
Topic 220 establishes standards for the reporting and display of comprehensive income, its components and accumulated balances
in a full set of general purpose financial statements. ASC Topic 220 defines comprehensive income to include all changes
in equity except those resulting from investments by owners and distributions to owners, including adjustments to minimum pension
liabilities, accumulated foreign currency translation, and unrealized gains or losses on marketable securities.
Fair Value Measurements –
For purposes of fair value measurements, the Company applies the applicable provisions of ASC 820 “Fair Value Measurements
and Disclosures.” Accordingly, fair value for the Company’s financial accounting and reporting purposes represents
the estimated price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the designated measurement date. With an objective to increase consistency and comparability in fair value measurements
and related disclosures, the Financial Accounting Standard Board established the fair value hierarchy which prioritizes the inputs
to valuation techniques used to measure fair value into three broad levels.
Level 1 Inputs are quoted prices (unadjusted)
in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient
frequency and volume to provide pricing information on an ongoing basis. A quoted price in an active market provides the most reliable
evidence of fair value and shall be used to measure fair value whenever available. As at December 31, 2014 and 2013, the Company
did not have any fair value assets and liabilities classified as Level 1.
Level 2 Inputs are inputs other than quoted
prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability
has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.
As at December 31, 2014 and 2013, the Company did not have any fair value assets and liabilities classified as Level 2.
Level 3 Inputs are unobservable inputs
for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available,
thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement
date. However, the fair value measurement objective remains the same, that is, an exit price from the perspective of a market participant
that holds the asset or owes the liability. Therefore, unobservable inputs shall reflect the reporting entity’s own assumptions
about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).
Accordingly, the compound derivative liabilities are classified as Level 3 as the inputs reflected management’s best estimate
of what market participants would use in pricing the asset or liability at the measurement date. As of December 31, 2014 and 2013,
the Company did not have any fair value assets and liabilities classified as Level 3.
The Company’s financial instruments
consist principally of cash and cash equivalents, pledged cash deposits, short-term investments, accounts and notes receivable,
accounts and notes payable, advance payment or payable, other receivable or payable, accrued expenses and bank loans. As of December
31, 2014 and 2013, the respective carrying values of all financial instruments approximated their fair values based on their short-term
maturities.
Stock-Based Compensation
- The Company may issue stock options to employees and stock options or warrants to non-employees in non-capital raising transactions
for services and for financing costs.
The stockholders of the Company
approved a stock incentive plan at the Annual Meeting of the Company held on June 28, 2005, and the maximum number of common shares
for issuance under this plan is 2,200,000. The term of the plan is 10 years. The stock incentive plan provides for the issuance,
to the Company’s officers, directors, management and employees, of options to purchase shares of the Company’s common
stock. Under the stock incentive plan, the Company has issued 546,350 stock options, and 1,653,650 stock options remain to be issuable
in the future. As of December 31, 2014, the Company had 97,500 stock options outstanding.
The Company has adopted ASC Topic
718, “Accounting for Stock-Based Compensation,” which establishes a fair value based method of accounting for stock-based
compensation plans. In accordance with ASC Topic 718, the cost of stock options and warrants issued to employees and non-employees
is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model.
The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the
benefit, which is generally the vesting period.
Foreign Currencies - China
Automotive, the parent company, and HLUSA maintain their books and records in United States Dollars, “USD,” their functional
currency. The Company’s subsidiaries based in the PRC and Genesis maintain their books and records in Renminbi, “RMB,”
their functional currency. The Company’s subsidiary based in Brazil maintains its books and records in Brazilian reais, “BRL,”
its functional currency. In accordance with ASC Topic 830, “FASB Accounting Standards Codification”
, foreign currency transactions denominated in currencies other than the functional currency are remeasured into the functional
currency at the rate of exchange prevailing at the balance sheet date for monetary items. Nonmonetary items are remeasured at historical
rates. Income and expenses are remeasured at the rate in effect on the transaction dates. Transaction gains and losses, if any,
are included in the determination of net income for the period.
In translating the financial statements
of the Company’s China and Brazil subsidiaries and Genesis from their functional currency into the Company's reporting currency
of United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet
date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments
resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholders’ equity.
Certain Relationships And Related Transactions-
The following are the related parties of the Company.
The major shareholders of the Company directly or indirectly have interests in these related parties:
|
· |
Jingzhou Henglong Fulida Textile Co., Ltd., “ Jingzhou ” |
|
· |
Xiamen Joylon Co., Ltd., “ Xiamen Joylon ” |
|
· |
Shanghai Tianxiang Automotive Parts Co., Ltd., “ Shanghai Tianxiang ” |
|
· |
Shanghai Fenglong Materials Co., Ltd., “ Shanghai Fenglong ” |
|
· |
Changchun Hualong Automotive Technology Co., Ltd., “ Changchun Hualong ” |
|
· |
Jiangling Tongchuang Machining Co., Ltd., “ Jiangling Tongchuang ” |
|
· |
Beijing Hualong Century Digital S&T Development Co., Ltd., “ Beijing Hualong ” |
|
· |
Shanghai Hongxi Investment Inc., “ Hongxi ” |
|
· |
Hubei Wiselink Equipment Manufacturing Co., Ltd., “ Hubei Wiselink ” |
|
· |
Jingzhou Derun Agricultural S&T Development Co., Ltd., “ Jingzhou Derun ” |
|
· |
Jingzhou Tongying Alloys Materials Co., Ltd., “ Jingzhou Tongying ” |
|
· |
WuHan Dida Information S&T Development Co., Ltd., “ WuHan Dida ” |
|
· |
Hubei Wanlong Investment Co., Ltd., “ Hubei Wanlong ” |
|
· |
Jingzhou Yude Machining Co., Ltd., “ Jingzhou Yude ” |
|
· |
Wiselink Holdings Limited, “ Wiselink ” |
|
· |
Beijing Hainachuan HengLong Automotive Steering System Co., Ltd., “ Beijing Henglong ” |
|
· |
Honghu Changrun Automotive Parts Co., Ltd., “ Honghu Changrun ” |
|
· |
Jingzhou Henglong Real Estate Co., Ltd., “ Henglong Real Estate ” |
|
· |
Xiamen Joylon Automotive Parts Co., Ltd., “Xiamen Automotive Parts ” |
|
· |
Jingzhou Jiulong Machinery and Electronic Trading Co., Ltd., “ Jiulong Machinery ” |
|
· |
WuHan Tongkai Automobile Motor Co., Ltd., “ WuHanTongkai ” |
|
· |
Jingzhou Natural Astaxanthin Inc., “Jingzhou Astaxanthin” |
|
· |
Hubei Asta Biotech Inc., “Hubei Asta” |
Principal policies of the Company in connection with
transactions with related parties are as follows:
Products sold to related parties
– The Company sold products to related parties at fair market prices, and also granted them credit of three to four months
on an open account basis. These transactions were consummated under similar terms as the Company's other customers.
Materials purchased from related
parties – The Company purchased materials from related parties at fair market prices, and also received from them credit
of three to four months on an open account basis. These transactions were consummated under similar terms as the Company's other
suppliers.
Equipment and production technology
purchased from related parties - The Company purchased equipment and production technology from related parties at fair market
prices, or reasonable cost plus pricing if fair market prices are not available and was required to pay in advance based on the
purchase agreement between the two parties, because such equipment manufacturing and technology development was required for a
long period. These transactions are consummated under similar terms as the Company's other suppliers.
Short-term loans extended
to related parties - The Company provides short-term loans to related parties and assists the borrowing entities in addressing
certain cash flow needs. The contractual period of each loan is three months or less from the date of the extension of the loan.
In general, the Company charges interest by referencing to the prevailing borrowing interest rates published by PBOC except
for the loans to related parties with repayment terms less than 3 days, which bear no interest rate due to their short-term maturities and
are required to be approved by the audit committee of the board of directors of the Company.
Recent Accounting Pronouncements
In April 2014, the Financial Accounting
Standards Board (“FASB”) issued Accounting Standards Update No. 2014-08 “Presentation of Financial Statements
(Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components
of an Entity”. The new guidance changes the criteria for reporting discontinued operations while enhancing disclosures in
this area. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued
operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Additionally,
ASU 2014-08 requires expanded disclosures about discontinued operations that will provide financial statement users with more information
about the assets, liabilities, income and expenses of discontinued operations. The new guidance also requires disclosure of the
pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations
reporting. ASU 2014-08 is effective for the Company in the first quarter of fiscal 2015. Early adoption is permitted, but only
for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available
for issuance. The Company is currently evaluating the impact of adopting this update on its financial statements.
In May 2014, the FASB issued Accounting
Standards Update No. 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers (Topic 606)”. ASU
2014-09 will eliminate transaction-specific and industry-specific revenue recognition guidance under current U.S. GAAP and replace
it with a principle-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue
based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure
about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant
judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective
for reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption
is not permitted. Entities can transition to the standard either retrospectively or as a cumulative effect adjustment as of the
date of adoption. Management is currently assessing the impact the adoption of ASU 2014-09 and the effect of the standard on our
ongoing financial reporting.
In June 2014, the FASB issued Accounting
Standards Update No. 2014-12 (“ASU 2014-12”), “Compensation—Stock Compensation (Topic 718) - Accounting
for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service
Period.” ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite
service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates
to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not
be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which
it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the
period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved
before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively
over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service
period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately
vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award
if the performance target is achieved. As indicated in the definition of vest, the stated vesting period (which includes the period
in which the performance target could be achieved) may differ from the requisite service period. For all entities, the amendments
in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015.
Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. Entities
may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or
(b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period
presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the
cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements
should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition
is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. The Company is currently evaluating
the impact of adopting this Update on its financial statements.
In August 2014, the FASB issued
Accounting Standards Update No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going
Concern”, which will explicitly require management to assess an entity’s ability to continue as a going concern and
to provide related footnote disclosures in certain circumstances. Currently, there is no guidance in GAAP about management’s
responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or
to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments should
reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s
ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing
standards. Specifically, the amendments (1) provide a definition of the term “substantial doubt”, (2) require an evaluation
every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s
plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s
plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated and (6) require an assessment
for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in
this update are effective for the first annual period ending after December 15, 2016, and for annual periods and interim periods
thereafter. Early application is permitted. The Company is currently evaluating the impact of adopting this update on its financial
statements.
In the second quarter of 2014, the
Company acquired a 51.0% ownership interest in Fujian Qiaolong, a special purpose vehicle manufacturer and dealer with automobile
repacking qualification, based in Fujian, China. Fujian Qiaolong mainly manufactures and distributes drainage and rescue vehicle
with mass flow, drainage vehicles with vertical downhole operation, crawler-type mobile pump stations, high-altitude water supply
and discharge drainage vehicles, long-range control crawler-type mobile pump stations and other vehicles. The acquisition expands
the Company’s scope of business and improves the Company’s product mix. The results of Fujian Qiaolong have been included
since the date of acquisition and are reflected in the Company’s consolidated statements of income. The total purchase price
was approximately $3.0 million. The goodwill resulting from the acquisition is not deductible for tax purposes.
The following table summarizes the allocation of consideration
and the respective fair values of the assets acquired and liabilities assumed in the Fujian Qiaolong acquisition as of the date
of purchase (figures are in thousands of USD):
Total purchase price: | |
| | |
Cash consideration paid to acquire ownership interest | |
$ | 3,007 | |
| |
| | |
Assets | |
| | |
Cash and cash equivalents | |
$ | 31 | |
Current assets, net of cash acquired | |
| 8,428 | |
Deferred tax asset | |
| 69 | |
Property and equipment | |
| 3,694 | |
Intangible assets | |
| 864 | |
Goodwill | |
| 642 | |
Total assets consolidated into the Company | |
$ | 13,728 | |
Liabilities | |
| | |
Current liabilities, excluding current deferred tax liabilities | |
| (7,352 | ) |
Deferred tax liabilities | |
| (448 | ) |
Other liabilities | |
| (128 | ) |
Total liabilities consolidated into the Company | |
| (7,928 | ) |
Non-controlling interests at fair value | |
| (2,793 | ) |
Total equity consolidated into the Company | |
$ | (3,007 | ) |
The acquisition of Fujian Qiaolong
resulted in the recognition of goodwill and intangible assets amounting to $ 0.6 million and $ 0.9 million, respectively. Intangible
assets which have been assessed and recognized, such as patents and developed technology, have a weighted-average useful life of
4.7 years. No significant contingencies were identified which should be valued. Fujian Qiaolong contributed net revenues of $ 5.6
million and a net loss of $ 0.2 million to the Company for the year ended December 31, 2014.
Pro forma results of operations
for the acquisition of Fujian Qiaolong have not been presented because they are not material to the consolidated results of operations.
4. |
Short-term investments |
Short-term investments comprise
time deposits with maturity terms of more than three months but due within one year. The carrying values of time deposits approximate
fair value because of their short maturities. The interest earned is recognized in the consolidated statements of income over the
contractual term of the deposit.
As of December 31, 2014, the Company
had pledged short-term investments of RMB33.0 million (equivalent to approximately $5.4 million) to secure loans under the credit
facility issued by HSBC Bank (China) Company Limited Hong Kong branch (“HSBC HK”) and the use of the pledged short-term
investments is restricted (See Note 13).
5. |
Accounts and Notes Receivable |
The Company’s accounts receivable at December 31,
2014 and 2013, are summarized as follows (figures are in thousands of USD):
| |
December 31, | |
| |
2014 | | |
2013 | |
Accounts receivable - unrelated parties (1) | |
$ | 137,165 | | |
$ | 140,920 | |
Notes receivable - unrelated parties (2) (3) | |
| 146,597 | | |
| 128,068 | |
Total accounts and notes receivable- unrelated parties | |
| 283,762 | | |
| 268,988 | |
Less: allowance for doubtful accounts- unrelated parties | |
| (1,414 | ) | |
| (1,349 | ) |
Accounts and notes receivable- unrelated parties | |
| 282,348 | | |
| 267,639 | |
Accounts and notes receivable - related parties | |
| 22,760 | | |
| 17,194 | |
Accounts and notes receivable, net | |
$ | 305,108 | | |
$ | 284,833 | |
|
(1) |
As of December 31, 2014, the Company has pledged $34.3 million of accounts receivable as security for its comprehensive credit facility with banks in China. |
|
(2) |
Notes receivable represents accounts receivable in the form of bills of exchange whose acceptances and settlements are handled by banks. |
|
|
|
|
(3) |
As of December 31, 2014, Henglong collateralized its notes receivable in an amount of RMB232.5 million (equivalent to approximately $38.0 million) as security for the credit facilities with banks in China and the Chinese government, including RMB201.8 million (equivalent to approximately $33.0 million) in favor of Industrial and Commercial Bank of China, Jingzhou Branch, “ICBC Jingzhou,” for the purpose of obtaining the Henglong Standby Letter of Credit (as defined in Note 13) which is used as security for the non-revolving credit facility in the amount of $30.0 million provided by Industrial and Commercial Bank of China (Macau) Limited, “ICBC Macau,” and RMB30.7 million (equivalent to approximately $5.0 million) in favor of the Chinese government as security for the low-interest government loan (See Note 13). As of December 31, 2013, Henglong collateralized its notes receivable in an amount of RMB196.3 million (equivalent to approximately $32.2 million) in favor of Industrial and Commercial Bank of China, Jingzhou Branch, “ICBC Jingzhou,” for the purpose of obtaining the Henglong Standby Letter of Credit (as defined in Note 13) which is used as security for the non-revolving credit facility in the amount of $30.0 million provided by Industrial and Commercial Bank of China (Macau) Limited, “ICBC Macau.” |
The activity in the Company’s
allowance for doubtful accounts of accounts receivable during the years ended December 31, 2014 and 2013, are summarized as follows
(figures are in thousands of USD):
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
Balance at beginning of year | |
$ | 1,349 | | |
$ | 1,266 | |
Amounts provided for during the year | |
| 124 | | |
| 183 | |
Amounts reversed of collection during the year | |
| (54 | ) | |
| (48 | ) |
Written off during the year | |
| - | | |
| (92 | ) |
Foreign currency translation | |
| (5 | ) | |
| 40 | |
Balance at end of year | |
$ | 1,414 | | |
$ | 1,349 | |
6.
Other Receivables
The Company’s other receivables at December 31,
2014 and 2013, are summarized as follows (figures are in thousands of USD):
| |
December 31, | |
| |
2014 | | |
2013 | |
Other receivables- unrelated parties (1) | |
$ | 707 | | |
$ | 314 | |
Other receivables - employee housing loans (2) | |
| 990 | | |
| - | |
Less: allowance for doubtful accounts - unrelated parties | |
| (78 | ) | |
| (62 | ) |
Balance at end of year | |
$ | 1,619 | | |
$ | 252 | |
| |
December 31, | |
| |
2014 | | |
2013 | |
Other receivables - related parties | |
$ | 725 | | |
$ | 729 | |
Less: allowance for doubtful accounts - related parties | |
| (649 | ) | |
| (621 | ) |
Balance at end of year | |
$ | 76 | | |
$ | 108 | |
|
(1) |
Other receivables consist of amounts advanced to unrelated parties, primarily as unsecured demand loans, with no stated interest rate or due date. These receivables originate as part of the Company's normal operating activities and are periodically settled in cash. |
|
|
|
|
(2) |
On May 28, 2014, the board of directors of the Company approved a loan program under which the Company will lend an aggregate of up to RMB50.0 million (equivalent to approximately $8.1 million) to the employees of the Company to assist them in purchasing houses. Employees are required to pay interest at an annual rate of 6.4%. These loans are unsecured and the term of the loans is generally for five years. The Company accounts for employee loans to be repaid within 12 months from the ending date of reporting period in Advance payments and others - unrelated parties and loans to be repaid in more than 12 months in Other receivables - unrelated parties. As of December 31, 2014, total loans to employees under this program were $1.1 million, consisting of $1.0 million included in Other receivables - unrelated parties and $0.1 million included in Advance payments and others - unrelated parties in the consolidated balance sheets. |
The activity in the Company’s allowance for doubtful
accounts of other receivable during the years ended December 31, 2014 and 2013, are summarized as follows (figures are in thousands
of USD):
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
Balance at beginning of year- unrelated parties | |
$ | 62 | | |
$ | 56 | |
Amounts provided for during the year- unrelated parties | |
| 16 | | |
| 5 | |
Amounts reversed of collection during the year- unrelated parties | |
| - | | |
| - | |
Foreign currency translation- unrelated parties | |
| - | | |
| 1 | |
Balance at end of year | |
$ | 78 | | |
$ | 62 | |
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
Balance at beginning of year- related parties | |
$ | 621 | | |
$ | 608 | |
Amounts provided for during the year- related parties | |
| 30 | | |
| 9 | |
Amounts reversed of collection during the year- related parties | |
| - | | |
| (15 | ) |
Foreign currency translation- related parties | |
| (2 | ) | |
| 19 | |
Balance at end of year | |
$ | 649 | | |
$ | 621 | |
7. Assets held for sale
According to the agreement signed
between the Company and Jingzhou Land Reserve Center, “JLRC”, a local PRC government bureau, the Company has agreed
to transfer the land use rights over 136,392 square meters of a piece of land in total located at Jingzhou city, Hubei Province,
the PRC, to JLRC for total consideration of approximately $13.0 million. The collection of the consideration was subject to JLRC’s
completion of its sale of such land use rights to be tendered in the open market.
In the third quarter of 2013, the
Company recognized and received consideration of $4.6 million upon the completion of the sale of the first portion of the land
use rights by JLRC. As of December 31, 2013, the balance of assets held for sale represented the remaining land use rights to be
sold within the 12 months following such date.
In April 2014, JLRC successfully
sold the remaining land use rights through an open tender, and the Company recorded $7.5 million for the sale of the rest of the
land use rights as gain on other sales in the consolidated statements of income. The consideration for the remaining land use rights
was approximately $8.4 million, of which $6.5 million had been received by the Company as of December 31, 2014. The remaining $1.9
million was recorded in accounts and notes receivable in the consolidated balance sheets and was received in March 2015.
8. Inventories
The Company’s inventories at December 31, 2014
and 2013, consisted of the following (figures are in thousands of USD):
| |
December 31, | |
| |
2014 | | |
2013 | |
Raw materials | |
$ | 15,842 | | |
$ | 12,185 | |
Work in process | |
| 11,849 | | |
| 8,079 | |
Finished goods | |
| 36,728 | | |
| 31,128 | |
Balance at end of year | |
$ | 64,419 | | |
$ | 51,392 | |
Provision for inventories valuation
amounted to $3.9 million and $2.3 million for the years ended December 31, 2014 and 2013, respectively.
9. Long-term Investments
On December 31, 2014 and 2013, the
Company’s balance of long-term investment was $4.6 million and $4.0 million, respectively. As discussed in Note 2, for the
long-term investments that the Company has no voting control, such investments were accounted for using the equity method or the
cost method.
On January 24, 2010, the Company
invested $3.1 million to establish a joint venture company, Beijing Henglong, with Hainachuan. The Company owns 50% equity in Beijing
Henglong, as discussed in Note 2. The Company accounted for Beijing Henglong’s operational results with the equity method.
On December 31, 2014 and 2013, the Company had $3.6 million and $3.9 million, respectively, of net equity in Beijing Henglong,
respectively. Summarized statement of balance sheet data of Beijing Henglong as of December 31 is as follows (figures are
in thousands of USD):
| |
December 31, | |
| |
2014 | | |
2013 | |
Assets: | |
| | | |
| | |
Current assets | |
$ | 15,171 | | |
$ | 13,364 | |
Other assets | |
| 7,908 | | |
| 6,510 | |
Total assets | |
$ | 23,079 | | |
$ | 19,874 | |
Liabilities and shareholders’ equity: | |
| | | |
| | |
Current liabilities | |
$ | 12,853 | | |
$ | 9,109 | |
Other liabilities | |
| 2,886 | | |
| 2,897 | |
Shareholders’ equity | |
| 7,340 | | |
| 7,868 | |
Total liabilities and shareholders’ equity | |
$ | 23,079 | | |
$ | 19,874 | |
Statement of operations data for the years ended December 31
of 2014 and 2013, are summarized as follows (figures are in thousands of USD):
| |
Net Sales | | |
Gross Margin | | |
Net Income(Loss) | |
| |
2014 | | |
2013 | | |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Beijing Henglong | |
$ | 38,210 | | |
$ | 28,046 | | |
$ | 1,100 | | |
$ | 869 | | |
$ | 520 | | |
$ | 482 | |
The Company’s share of net
assets and net income is “long-term investments” on the consolidated balance sheets and “equity in earnings of
affiliated companies” on the consolidated statements of operations. The Company’s consolidated financial statements
contain the net income of non-consolidated affiliates of $0.3 million and $0.2 million at December 31, 2014 and 2013, respectively.
On September 22, 2014, Hubei Henglong
entered into an agreement with seven other parties to establish a venture capital fund, the “Venture Fund”, which mainly
focuses on investments in emerging automobiles and parts industries. As of December 31, 2014, Hubei Henglong has made its first
capital contribution of $0.8 million. This investment is accounted for using the cost method.
10. Property, Plant and Equipment
The Company’s property, plant
and equipment at December 31, 2014 and 2013, are summarized as follows (figures are in thousands of USD):
| |
December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Costs: | |
| | | |
| | |
Land use rights and buildings | |
$ | 48,956 | | |
$ | 43,849 | |
Machinery and equipment | |
| 119,597 | | |
| 110,322 | |
Electronic equipment | |
| 7,706 | | |
| 7,414 | |
Motor vehicles | |
| 4,609 | | |
| 3,195 | |
Construction in progress | |
| 5,463 | | |
| 5,133 | |
| |
| 186,331 | | |
| 169,913 | |
Less: Accumulated depreciation | |
| (103,865 | ) | |
| (89,895 | ) |
Balance at end of year | |
$ | 82,466 | | |
$ | 80,018 | |
Depreciation charges for the years ended December 31,
2014 and 2013, were $15.2 million and $14.4 million, respectively.
As of December 31, 2014, the Company
has pledged property, plant and equipment with a net book value of approximately $45.5 million as security for its comprehensive
credit facilities with banks in China.
11. Intangible Assets
The Company’s intangible assets at December 31,
2014 and 2013, are summarized as follows (figures are in thousands of USD):
| |
December 31, | |
| |
2014 | | |
2013 | |
Costs: | |
| | | |
| | |
Patent technology | |
$ | 4,887 | | |
$ | 2,067 | |
Management software license | |
| 932 | | |
| 699 | |
Total intangible assets - at cost (1) | |
| 5,819 | | |
| 2,766 | |
Less: Accumulated amortization(2) | |
| (2,400 | ) | |
| (2,080 | ) |
Balance at end of the year, net | |
$ | 3,419 | | |
$ | 686 | |
|
(1) |
Through the acquisition of Fujian Qiaolong in the second quarter of 2014, the Company acquired $0.9 million of intangible assets, consisting of $0.9 million of patent technology and $0.001 million of management software licenses, which are amortized over their average remaining useful lives of 4.7 years and 1.1 years, respectively. |
|
|
|
|
(2) |
Accumulated amortization expenses were $0.3 million and $0.2 million for the year ended December 31, 2014 and 2013, respectively. The estimated aggregated amortization expense for the five succeeding years is $2.1 million with $0.4 million for each year. |
12. Deferred Income Tax Assets
In accordance with the provisions
of ASC Topic 740 “Income Taxes,” the Company assesses, on a quarterly basis, its ability to realize its deferred
tax assets. Based on the more likely than not standard in the guidance and the weight of available evidence, the Company believes
a valuation allowance against its deferred tax assets is necessary. In determining the need for a valuation allowance, the Company
considered the following significant factors: an assessment of recent years’ profitability and losses by tax authorities;
the Company’s expectation of profits based on margins and volumes expected to be realized (which are based on current pricing
and volume trends); the long period in all significant operating jurisdictions before the expiry of net operating losses, noting
further that a portion of the deferred tax asset is composed of deductible temporary differences that are subject to an expiry
period until realized under tax law. The Company will continue to evaluate the provision of valuation allowance in future periods.
The components of deferred income tax assets at December
31, 2014 and 2013, were as follows (figures are in thousands of USD):
| |
December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Losses carryforward (U.S.) ( 1) | |
$ | 7,014 | | |
$ | 6,825 | |
Losses carryforward (PRC) | |
| 2,000 | | |
| 1,838 | |
Product warranties and other reserves | |
| 4,531 | | |
| 4,207 | |
Property, plant and equipment | |
| 4,684 | | |
| 4,346 | |
Share-based compensation | |
| 266 | | |
| 296 | |
Bonus accrual | |
| 372 | | |
| 557 | |
Other accruals | |
| 1,319 | | |
| 850 | |
Others | |
| 1,496 | | |
| 1,103 | |
Total deferred tax assets | |
| 21,682 | | |
| 20,022 | |
Less: taxable temporary difference related to revenue recognition | |
| (472 | ) | |
| (793 | ) |
Total deferred tax assets, net | |
| 21,210 | | |
| 19,229 | |
Less: valuation allowance | |
| (9,236 | ) | |
| (8,918 | ) |
Total deferred tax assets, net of valuation allowance (2) | |
$ | 11,974 | | |
$ | 10,311 | |
(1) |
The net operating loss carry forwards for the U.S. entity for income tax purposes are available to reduce future years' taxable income. These carry forwards will expire, if not utilized, at varying times over the next 20 years. Net operating loss carryforwards for non-U.S. entities can be carried forward for 5 years to offset taxable income. However, as of December 31, 2014, valuation allowance was $9.2 million, including $7.4 million allowance for the Company’s deferred tax assets in the United States and $1.8 million allowance for the Company’s non-U.S. deferred tax assets. Based on the Company’s current operations in the United States, management believes that the deferred tax assets in the United States are not likely to be realized in the future. For the non-U.S. deferred tax assets, pursuant to certain tax laws and regulations in China, the management believes such amount will not be used to offset future taxable income. |
|
|
(2) |
Approximately $4.9 million and $4.5 million of deferred income tax assets as of December 31, 2014 and 2013, respectively, is included in non-current deferred tax assets in the consolidated balance sheets. The remaining $7.1 million and $5.8 million of deferred income tax assets as of December 31, 2014 and 2013, respectively, is included in the current deferred tax assets. |
The activity in the Company’s
valuation allowance for deferred tax assets during the years ended December 31, 2014 and 2013 are summarized as follows (figures
are in thousands of USD):
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Balance at beginning of year | |
$ | 8,918 | | |
$ | 8,988 | |
Amounts provided for during the year | |
| 485 | | |
| 70 | |
Amounts used during the year | |
| (160 | ) | |
| (188 | ) |
Foreign currency translation | |
| (7 | ) | |
| 48 | |
Balance at end of year | |
$ | 9,236 | | |
$ | 8,918 | |
13. Bank Loans
Loans consist of the following
at December 31, 2014 and 2013 (figures are in thousands of USD):
| |
December 31, | |
| |
2014 | | |
2013 | |
Short-term bank loan (RMB) ( 1) | |
$ | 4,085 | | |
$ | 7,381 | |
Short-term bank loan (USD) (2) (3) | |
| 35,000 | | |
| 30,000 | |
Short-term government loan (4) | |
| 4,903 | | |
| - | |
Subtotal | |
| 43,988 | | |
| 37,381 | |
Debt issue cost | |
| - | | |
| (57 | ) |
Amortization | |
| - | | |
| 57 | |
Balance at end of the year | |
$ | 43,988 | | |
$ | 37,381 | |
(1) |
These loans are
secured by property, plant and equipment of the Company and are repayable within one year. At December 31, 2014 and 2013,
the weighted average interest rate was 6.5% and 6.22% per annum, respectively. Interest is to be paid monthly or
quarterly on the twentieth day of the applicable month or quarter and the principal repayment is at
maturity. |
|
|
(2) |
On May 18, 2012, the Company entered into a credit facility agreement, the “Credit Agreement,” with ICBC Macau to obtain a non-revolving credit facility in the amount of $30.0 million, the “Credit Facility”. The Credit Facility would have expired on November 3, 2012 unless the Company drew down the line of credit in full prior to such expiration date, and the maturity date for the loan drawdown was the earlier of (i) 18 months from the drawdown or (ii) 1 month before the expiry of the standby letter of credit obtained by Henglong from ICBC Jingzhou as security for the Credit Facility, the “Henglong Standby Letter of Credit”. The interest rate of the Credit Facility was calculated based on a three-month LIBOR plus 2.25% per annum, subject to the availability of funds and fluctuation at ICBC Macau’s discretion. The interest was calculated daily based on a 360-day year and it was fixed one day before the first day of each interest period. The interest period was defined as three months from the date of drawdown. As security for the Credit Facility, the Company was required to provide ICBC Macau with the Henglong Standby Letter of Credit for a total amount not less than $31.6 million if the Credit Facility is fully drawn. |
|
|
|
On May 22, 2012, the Company drew down the full amount of $30.0 million under the Credit Facility and provided the Henglong Standby Letter of Credit for an amount of $31.6 million in favor of ICBC Macau. The Henglong Standby Letter of Credit issued by ICBC Jingzhou is collateralized by Henglong’s notes receivable of RMB201.8 million (equivalent to approximately $33.0 million). The Company also paid an arrangement fee of $0.1 million to ICBC Macau and $0.1 million to ICBC Jingzhou. The original maturity date of the Credit Facility was May 22, 2013. |
|
On May 7, 2013, ICBC Macau agreed
to extend the maturity date of the Credit Facility to May 13, 2014. The interest rate of the Credit Facility under the extended
term is revised as the three-month LIBOR plus 2.0% per annum, Except for the above, all other terms and conditions as stipulated
in the Credit Agreement remain unchanged.
On May 13, 2014, ICBC Macau agreed
to extend the maturity date of the Credit Facility to May 12, 2015. The interest rate of the Credit Facility under the extended
term is revised as the three-month LIBOR plus 2.55% per annum. Except for the above, all other terms and conditions as stipulated
in the Credit Agreement remain unchanged. As of December 31, 2014, the interest rate of the Credit Facility was 2.81% per annum. |
|
|
(3) |
On July 16, 2014, Great Genesis entered into a credit facility agreement with HSBC HK to obtain a non-revolving credit facility in the amount of $5.0 million, the “HSBC Credit Facility”. The HSBC Credit Facility will expire on July 1, 2015, and has an annual interest rate of 1.7%. Interest is paid on the twentieth day of each month and the principal repayment is at maturity. As security for the HSBC Credit Facility, the Company’s subsidiary Hubei Henglong was required to provide HSBC HK with the Standby Letter of Credit for a total amount of not less than $5.4 million if the HSBC Credit Facility is fully drawn. |
|
|
|
On July 22, 2014, Great Genesis drew down a loan amounting to $5.0 million provided by HSBC HK and Hubei Henglong provided a Standby Letter of Credit for an amount of $5.4 million in favor of HSBC HK. Hubei Henglong’s Standby Letter of Credit was issued by HSBC Bank (China) Company Limited Wuhan branch and is collateralized by short-term investments of Hubei Henglong of RMB33.0 million (equivalent to approximately $5.4 million). |
|
|
(4) |
On March 28, 2014, the Company received a Chinese government loan of RMB30.0 million (equivalent to approximately $4.9 million), with an interest rate of 3.0% per annum, which matured on March 15, 2015. Henglong pledged RMB30.7 million (equivalent to approximately $5.0 million) of notes receivable as security for such government loan (See Note 5). |
14. Accounts and Notes Payable
The Company’s accounts
and notes payable at December 31, 2014 and 2013, are summarized as follows (figures are in thousands of USD):
| |
December 31, | |
| |
2014 | | |
2013 | |
Accounts payable - unrelated parties | |
$ | 132,389 | | |
$ | 120,202 | |
Notes payable - unrelated parties ( 1) | |
| 80,701 | | |
| 78,217 | |
Accounts and notes payable - unrelated parties | |
| 213,090 | | |
| 198,419 | |
Accounts payable - related parties | |
| 4,857 | | |
| 4,634 | |
Balance at end of year | |
$ | 217,947 | | |
$ | 203,053 | |
(1) |
Notes payable represent payables in the form of notes issued by the Company. The notes are endorsed by banks to ensure that noteholders will be paid after maturity. The Company has pledged cash deposits, notes receivable and certain property, plant and equipment to secure notes payable granted by banks. |
15. Accrued Expenses and Other Payables
The Company’s accrued expenses
and other payables at December 31, 2014 and 2013, are summarized as follows (figures are in thousands of USD):
| |
December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Accrued expenses | |
$ | 6,988 | | |
$ | 4,980 | |
Accrued interest | |
| 121 | | |
| 85 | |
Other payables | |
| 1,735 | | |
| 1,858 | |
Dividends payable to common shareholders (1) | |
| 757 | | |
| - | |
Dividends payable to non-controlling interests (2) | |
| 817 | | |
| 35 | |
Warranty reserves | |
| 25,011 | | |
| 22,104 | |
Balance at end of year | |
$ | 35,429 | | |
$ | 29,062 | |
(1) |
On May 27, 2014, the Company announced the payment of a special cash dividend of $0.18 per common share to the Company’s shareholders of record as of the close of business on June 26, 2014. As of December 31, 2014, dividends payable of $0.8 million remained unpaid. |
(2) |
In accordance with the resolution of the board of directors of Henglong, in 2014, Henglong declared a dividend amounting to $50.4 million to its shareholders, of which $10.1 million was payable to the holder of the non-controlling interests. As of December 31, 2014, dividends payable of $0.8 million remained unpaid. |
16. Taxes Payable
The Company’s taxes payable at December 31, 2014
and 2013, are summarized as follows (figures are in thousands of USD):
| |
December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Value-added tax payable | |
$ | 6,393 | | |
$ | 5,494 | |
Income tax payable | |
| 4,537 | | |
| 1,841 | |
Other tax payable | |
| 627 | | |
| 457 | |
Balance at end of year | |
$ | 11,557 | | |
$ | 7,792 | |
17. Advances Payable
On December 31, 2014 and 2013, advances
payable of the Company was $6.3 million and $2.3 million, respectively.
The amounts are special subsidies
made by the Chinese government to the Company, to offset the cost and charges related to the improvement of production capacities
and improvement of the quality of products. For the government subsidies with no further conditions to be met, the amounts are
recorded as other income when received; for the amounts with certain operating conditions, the government subsidies are recorded
as advances payable when received and will be recorded as a deduction of related expenses and cost when the conditions are met.
The balances are unsecured and interest-free
and will be repayable to the Chinese government if the usage of such advance does not continue to qualify for the subsidy.
18. Additional paid-in capital
The Company’s positions in respect of the amounts
of additional paid-in capital for the year ended December 31, 2014 and 2013, are summarized as follows (figures are in thousands
of USD):
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Balance at beginning of year | |
$ | 39,565 | | |
$ | 39,371 | |
Return of common shareholders’ investment cost (1) | |
| (5,047 | ) | |
| - | |
Acquisition of the non-controlling interests in Henglong and Jiulong (2) | |
| (7,502 | ) | |
| - | |
Issuance of common stock in exchange for the non-controlling interests in Henglong and Jiulong (2) | |
| 37,313 | | |
| - | |
Share-based compensation (3) | |
| 193 | | |
| 194 | |
Balance at end of year | |
$ | 64,522 | | |
$ | 39,565 | |
(1) |
On May 27, 2014, the Company announced a special cash dividend of $0.18 per common share to the Company’s shareholders of record as of the close of business on June 26, 2014. As China Automotive Systems, the parent company, had an accumulated deficit position as of the date of the dividend declaration, the dividends distributed to the Company’s common shareholders described above are treated as a return of common shareholders’ investment cost. |
|
|
(2) |
On August 11, 2014, the Company entered into the Exchange Agreement with Jiulong Machinery Electricity, under which the Company issued 3,260,000 and 818,000 of its common shares in consideration for the acquisition of the 20% and 19% equity interests in Henglong and Jiulong, respectively, held by Jiulong Machinery Electricity. On September 26, 2014, the Company obtained the 20% and 19% equity interests in Henglong and Jiulong, respectively, and completed its share registrations with the local government administrative bureau. The Company owned 100% of the equity interests in both Henglong and Jiulong as of September 30, 2014. The Company’s acquisitions of the non-controlling interests were accounted for as equity transactions in the year ended December 31, 2014. The total carrying value for the non-controlling interests in both Henglong and Jiulong was $34.5 million, including the accumulated other comprehensive income of $4.7 million related to the noncontrolling interests acquired and other non-controlling interest of $29.8 million. Therefore, the total carrying value of $34.5 million for the non-controlling interests acquired was reclassified from non-controlling interests to the controlling interest’s equity as of September 30, 2014. On October 13, 2014, the Company completed its issuance of 4,078,000 common shares to nominee holders designated by Jiulong Machinery Electricity. The fair market value of the Company’s common stock issued was $37.3 million or $9.15 per share, which was determined on the issuance date of the common shares. The difference between the fair market value of $37.3 million for the Company’s common shares issued and the carrying value of $34.5 million for the non-controlling interest acquired of $2.8 million was recorded as a reduction of additional paid-in capital. Additional paid-in capital of the Company was also decreased by $4.7 million and the accumulated other comprehensive income attributable to Henglong and Jiulong was increased by a corresponding amount. |
(3) |
On September 16, 2014 and August 13, 2013, the Company granted 22,500 and 22,500 stock options, respectively, to the Company’s independent directors, with the exercise price equal to the closing price of the Company’s common stock traded on NASDAQ on the date of grant. The fair value of stock options was determined at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate and dividend yield. The expected term represents the period of time that stock-based compensation awards granted are expected to be outstanding and is estimated based on considerations including the vesting period, contractual term and anticipated employee exercise patterns. Expected volatility is based on the historical volatility of the Company’s stock. The risk-free rate is based on the U.S. Treasury yield curve in relation to the contractual life of stock-based compensation instruments. The dividend yield assumption is based on historical patterns and future expectations for the Company’s dividends. |
19. Stock Options
The stock option plan was approved
at the Annual Meeting of Stockholders held on June 28, 2005, and extended for ten years at the Annual Meeting of Stockholders held
on September 16, 2014. The maximum common shares available for issuance under this plan is 2,200,000. The term of the plan was
extended to June 27, 2025. The stock incentive plan provides for the issuance, to the Company’s officers, directors, management
and employees who served over three years or have given outstanding performance, of options to purchase shares of the Company’s
common stock. The Company has issued 546,350 stock options under this plan, and there remain 1,653,650 stock options issuable in
the future as of December 31, 2014.
Under the aforementioned plan,
the stock options granted will have an exercise price equal to the closing price of the Company’s common stock traded on
NASDAQ on the date of grant, and will expire two to five years after the grant date. Except for the 298,850 options granted to
management in December 2008, which became exercisable on a ratable basis over the vesting period (3 years), the others were exercisable
immediately on the grant date. Stock options will be settled in shares of the Company’s common stock upon exercise and are
recorded in the Company’s consolidated balance sheets under the caption “Additional paid-in capital.” As of December
31, 2014, the Company has sufficient unissued registered common stock for settlement of the stock incentive plan mentioned above.
The fair value of stock options
was determined at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option model requires management
to make various estimates and assumptions, including expected term, expected volatility, risk-free rate, and dividend yield. The
expected term represents the period of time that stock-based compensation awards granted are expected to be outstanding and is
estimated based on considerations including the vesting period, contractual term and anticipated employee exercise patterns. Expected
volatility is based on the historical volatility of the Company’s stock. The risk-free rate is based on the U.S. Treasury
yield curve in relation to the contractual life of stock-based compensation instruments. The dividend yield assumption is based
on historical patterns and future expectations for the Company dividends.
During 2014 and 2013, assumptions
used to estimate the fair value of stock options on the grant dates are as follows:
Issuance Date | |
Expected volatility | | |
Risk-free rate | | |
Expected term (years) | | |
Dividend yield | |
September 16, 2014 | |
| 120.6 | % | |
| 1.78 | % | |
| 5 | | |
| 0.00 | % |
August 13, 2013 | |
| 131.5 | % | |
| 1.49 | % | |
| 5 | | |
| 0.00 | % |
The stock options granted during
2014 and 2013 were exercisable immediately and their fair value on the grant date using the Black-Scholes option pricing model
were $0.2 million and $0.2 million, respectively. For the years ended December 31, 2014 and 2013, the Company recognized stock-based
compensation expenses of $0.2 million and $0.2 million, respectively.
The activities of stock options
are summarized as follows, including granted, exercised and forfeited.
| |
| | |
| | |
Weighted-Average | |
| |
| | |
Weighted-Average | | |
Contractual | |
| |
Shares | | |
Exercise Price | | |
Term (years) | |
Outstanding - January 1, 2013 | |
| 90,000 | | |
$ | 8.22 | | |
| 5 | |
Granted | |
| 22,500 | | |
| 10.00 | | |
| 5 | |
Cancelled | |
| (7,500 | ) | |
| 5.65 | | |
| 5 | |
Outstanding - December 31, 2013 | |
| 105,000 | | |
$ | 8.78 | | |
| 5 | |
Granted | |
| 22,500 | | |
| 10.31 | | |
| 5 | |
Cancelled | |
| (30,000 | ) | |
| 9.64 | | |
| 5 | |
The following is a summary of the
range of exercise prices for stock options that are outstanding and exercisable at December 31, 2014:
| |
Outstanding Stock | | |
Weighted Average | | |
Weighted Average | | |
Number of Stock | |
Range of Exercise Prices | |
Options | | |
Remaining Life | | |
Exercise Price | | |
Options Exercisable | |
$3.50 - $10.00 | |
| 60,000 | | |
| 2.75 | | |
$ | 6.35 | | |
| 60,000 | |
$10.01 - $18.00 | |
| 37,500 | | |
| 3.00 | | |
$ | 12.91 | | |
| 37,500 | |
| |
| 97,500 | | |
| | | |
| | | |
| 97,500 | |
As of December 31, 2014 and 2013,
the total intrinsic value of the Company’s stock options that were outstanding was $0.2 million and $0.2 million, respectively.
As of December 31, 2014 and 2013,
the total intrinsic value of Company’s stock options that were exercisable was $0.2 million and $0.2 million, respectively.
For the years ended December 31,
2014 and 2013, no Company’s stock options were exercised.
As of December 31, 2014 and 2013,
the weighted average fair value of the Company’s stock options that were granted was $8.59 and $8.64, respectively.
20. Retained Earnings
Pursuant to the relevant PRC laws,
the profits distribution of the Company’s Sino-foreign subsidiaries, which are based on their PRC statutory financial statements,
other than the financial statement that was prepared in accordance with generally accepted accounting principles in the United
States of America, are available for distribution in the form of cash dividends after these subsidiaries have paid all relevant
PRC tax liabilities, provided for losses in previous years, and made appropriations to statutory surplus at 10%.
When the statutory surplus reserve
reaches 50% of the registered capital of a company, additional reserve is no longer required. However, the reserve cannot be distributed
to joint venture partners. Based on the business licenses of the PRC subsidiaries, the registered capital of Henglong, Jiulong,
Shenyang, USAI, Jielong, Wuhu, Hubei Henglong and Chongqing are $10.0 million, $4.2 million (equivalent to RMB35.0 million),
$8.1 million (equivalent to RMB67.5 million), $2.6 million, $6.0 million, $3.8 million (equivalent to RMB30.0 million), $39 million
and $9.5 million (equivalent to RMB60.0 million), respectively.
For the years ended December 31,
2014 and 2013, the subsidiaries in China appropriated statutory reserves of $0.1 million and $0.1 million, respectively, in respect
of the dividends that were declared.
On May 27, 2014, China Automotive
Systems, the parent company, announced a special cash dividend of $0.18 per common share to the Company’s shareholders of
record as of the close of business on June 26, 2014. As China Automotive Systems had an accumulated deficit position as of the
date of the dividend declaration, the dividends distributed to the Company’s common shareholders described above are treated
as a return of common shareholders’ investment cost.
21. Accumulated other comprehensive
income
The Company’s activities
in respect of the amounts of the accumulated other comprehensive income for the year ended December 31, 2014 and 2013, are summarized
as follows (figures are in thousands of USD):
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Balance at beginning of year | |
$ | 32,061 | | |
$ | 25,898 | |
Other comprehensive income related to the non-controlling interests acquired by the Company (See Note 18) | |
| 4,743 | | |
| - | |
Foreign currency translation adjustment attributable to parent company | |
| (685 | ) | |
| 6,163 | |
Balance at end of year | |
$ | 36,119 | | |
$ | 32,061 | |
22. Non-controlling
interests
The Company’s activities
in respect of the amounts of the non-controlling interests’ equity for the year ended December 31, 2014 and 2013, are summarized
as follows (figures are in thousands of USD):
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Balance at beginning of year | |
$ | 45,071 | | |
$ | 38,846 | |
Fair value of the non-controlling interests arising from the acquisition of Fujian Qiaolong (1) | |
| 2,793 | | |
| - | |
Acquisition of the non-controlling interests in Henglong and Jiulong (See Note 18) | |
| (29,812 | ) | |
| - | |
Other comprehensive income related to the non-controlling interests acquired by the Company (See Note 18) | |
| (4,743 | ) | |
| - | |
Income attributable to non-controlling interests | |
| 6,052 | | |
| 6,276 | |
Dividends declared to the non-controlling interest holders of joint-venture companies(See Note 15) | |
| (10,077 | ) | |
| (1,299 | ) |
Foreign currency translation adjustment attributable to non-controlling interests | |
| (372 | ) | |
| 1,248 | |
Balance at end of year | |
$ | 8,912 | | |
$ | 45,071 | |
(1) |
In the second quarter of 2014, the Company acquired a 51.0% equity interest in Fujian Qiaolong (See Note 3). The fair value of the non-controlling interest in Fujian Qiaolong is $2.8 million. |
23. Gain on Other Sales
Gain on other sales mainly consisted
of net amount retained from sales of materials, property, plant and equipment and scraps. For the year ended December 31,
2014, gain on other sales amounted to $11.8 million, including $4.3 million of gain on sales of materials and iron scrap and
aluminum scrap, and $7.5 million of gain on sales of property, plant and equipment, as compared to $7.6 million for 2013,
including $3.3 million of gain on sales of materials and iron scrap and aluminum scrap, and $4.3 million of gain on sales of property,
plant and equipment.
Gain on sales of property, plant
and equipment mainly come from the income of selling land use rights. During 2014, the Company sold the remaining land use rights
(See Note 7) and recognized a gain of $7.5 million, which represented the difference between the selling price of $8.4 million
and the net book value of the land use rights of $0.9 million. For 2013, the Company sold part of its land use rights and
recognized a gain of $ 4.1 million, which represented the difference between the selling price of $ 4.6 million
and the net book value of the land use rights of $ 0.5 million.
24. Other Income, Net
The Company recorded government
subsidies received with no further condition to be met as other income. As of December 31, 2014 and 2013, the Company has received
such subsidies in the amounts of $1.0 million and $1.1 million, respectively.
The Chinese government provides
subsidies to support enterprises in their Research and development, “R&D,” and renewal of equipment. Government
subsidies are generally classified as specific purpose subsidies, such as R&D activities and renewal of equipment, and unspecified
purpose subsidies. For specific purpose subsidies, accounting by the occurred evidence, subsidies for the R&D activities first
offset related R&D expenses that occurred, and subsidies for renewal of equipment offset the cost of related assets. Unspecific
purpose subsidies are generally recognized as other income.
25. Financial Income, Net
During the years ended December
31, 2014 and 2013, the Company recorded financial income (expenses) which are summarized as follows (figures are in thousands of
USD):
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Interest income | |
$ | 2,957 | | |
$ | 2,836 | |
Foreign exchange loss, net | |
| (96 | ) | |
| (110 | ) |
Gain (loss) on notes discounted, net | |
| 136 | | |
| (31 | ) |
Bank fees | |
| (581 | ) | |
| (699 | ) |
Total financial income, net | |
$ | 2,416 | | |
$ | 1,996 | |
26. Income Taxes
The Company’s subsidiaries
registered in the PRC are subject to state and local income taxes within the PRC at the applicable tax rate of 25% on the taxable
income as reported in their PRC statutory financial statements in accordance with the relevant income tax laws applicable to foreign
invested enterprise, unless preferential tax treatment is granted by local tax authorities. If the enterprise meets certain preferential
terms according to the China income tax law, such as assessment as a “High & New Technology Enterprise” by the
government, then, the enterprise will be subject to enterprise income tax at a rate of 15%.
Pursuant to the New China Income
Tax Law and the Implementing Rules (“New CIT”) which became effective as of January 1, 2008, dividends generated after
January 1, 2008 and payable by a foreign-invested enterprise to its foreign investors will be subject to a 10% withholding tax
if the foreign investors are considered as non-resident enterprises without any establishment or place within China or if the dividends
payable have no connection with the establishment or place of the foreign investors within China, unless any such foreign investor’s
jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement.
Genesis, the Company’s wholly-owned
subsidiary and the direct holder of the equity interests in the Company’s subsidiaries in China, is incorporated in Hong
Kong. According to the Mainland China and Hong Kong Taxation Arrangement, dividends paid by a foreign-invested enterprise in China
to its direct holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5%, if the foreign investor
owns directly at least 25% of the shares of the foreign-invested enterprise. Under the New CIT, if Genesis is regarded as a non-resident
enterprise and therefore is required to pay an additional 5% withholding tax for any dividends payable to it from the PRC subsidiaries.
According to PRC tax regulation,
the Company should withhold income taxes for the profit distributed from the PRC subsidiaries to Genesis, the subsidiaries’
holding company incorporated in Hong Kong. For the profit that the PRC subsidiaries intended to distribute to Genesis, the Company
accrues the withholding income tax as deferred tax liabilities. As of December 31, 2014, the Company has recognized deferred
tax liabilities of $0.18 million for the remaining undistributed profits to Genesis of $3.6 million. The Company intended to re-invest
the remaining undistributed profits generated from the PRC subsidiaries in those subsidiaries permanently. As of December 31, 2014
and 2013, the Company still has undistributed earnings of approximately $188.3 million and $158.5 million, respectively, from investment
in the PRC subsidiaries that are considered permanently reinvested. Had the undistributed earnings been distributed to Genesis
and not permanently reinvested, the tax provision as of December 31, 2014 and 2013, of approximately $9.4 million and $7.9 million,
respectively, would have been recorded. Such undistributed profits will be reinvested in Genesis and not further distributed to
the parent company incorporated in the United States going forward.
During 2008, Jiulong was awarded
the title of “High & New Technology Enterprise” and, based on the PRC income tax law, it was subject to enterprise
income tax at a rate of 15% for 2008, 2009 and 2010. In 2011, the Company passed the re-assessment of the government based on PRC
income tax laws. Accordingly, the Company continued to be taxed at the 15% tax rate in 2011, 2012 and 2013. The Company submitted
the re-assessment application in 2014 and believes it will continue to be qualified as a “High & New Technology Enterprise”
and the applied tax rate from 2014 through 2016 is 15% accordingly. The government has published its preliminary re-assessment
results on its official website and expects to issue the formal license of “High & New Technology Enterprise” by
April 2015.
During 2008, Henglong was awarded
the title of “High & New Technology Enterprise” and, based on the PRC income tax law, it was subject to enterprise
income tax at a rate of 15% for 2008, 2009 and 2010. In 2011, the Company passed the re-assessment of the government, based on
PRC income tax laws. Accordingly, it continued to be taxed at the 15% tax rate in 2011, 2012 and 2013. The Company has passed the
re-assessment in 2014 and continues to qualify as a “High & New Technology Enterprise”. Accordingly, it continues
to be taxed at the 15% tax rate in 2014, 2015 and 2016.
During 2009, Shenyang was awarded
the title of “High & New Technology Enterprise” and, based on the PRC income tax law, it was subject to enterprise
income tax at a rate of 15% for 2009, 2010 and 2011. In 2012, the Company passed the re-assessment of the government based on PRC
income tax laws. Accordingly, it continues to be taxed at the 15% tax rate in 2012, 2013 and 2014.
According to the New CIT, Wuhu has been subject to income
tax at a rate of 11%, 12% and 12.5%, respectively, for 2010, 2011 and 2012. Wuhu was awarded the title of “High & New
Technology Enterprise” and, based on the PRC income tax law, it was subject to enterprise income tax at a rate of 15% for
2013 and 2014.
During 2013, Jielong was awarded
the title of “High & New Technology Enterprise” and, based on the PRC income tax law, it is subject to enterprise
income tax at a rate of 15% for 2013, 2014 and 2015.
According to the New CIT, Hubei
Henglong has been subject to tax at a rate of 12.5% from 2010 to 2012. In November 2011, Hubei Henglong was awarded the title of
“High & New Technology Enterprise”, based on the PRC income tax law. Accordingly, it will be subject to enterprise
income tax at a rate of 15% for 2013. The Company has passed the re-assessment in 2014 and continues to qualify as a “High
& New Technology Enterprise”. Accordingly, it continues to be taxed at the 15% tax rate in 2014, 2015 and 2016.
According to the New CIT, USAI and
Testing Center were exempted from income tax in 2009, and each has been subject to income tax at a rate of 12.5% in 2010 and 2011,
and 25% in 2012, 2013 and 2014.
Chongqing Henglong was established
in 2012. According to the New CIT, it is subject to enterprise income tax at a rate of 25% for 2014. No provision for Chongqing
Henglong is made as it had no assessable income for the year ended December 31, 2014.
Based on Brazilian income tax laws,
Brazil Henglong is subject to income tax at a uniform rate of 15%, and a resident legal person is subject to additional tax at
a rate of 10% for the part of taxable income over $0.12 million (equivalent to BRL 0.24 million). The Company had no assessable
income in Brazil for the years ended December 31, 2014 and 2013.
Fujian Qiaolong was acquired in
the second quarter of 2014. In November 2011, Fujian Qiaolong was awarded the title of “High & New Technology Enterprise”
and, based on the PRC income tax law, it was subject to enterprise income tax at a rate of 15% for 2011, 2012 and 2013. In 2014,
the Company passed the re-assessment of the government based on PRC income tax laws. Accordingly, it will continue to be taxed
at the 15% tax rate in 2014, 2015 and 2016.
The profits tax rate of Hong Kong
is 16.5%. No provision for Hong Kong tax is made as Genesis is an investment holding company, and had no assessable income in Hong
Kong for the years ended December 31, 2014 and 2013.
The enterprise income tax rate of
the United States is 35%. No provision for U.S. tax is made for HLUSA as HLUSA had no assessable income in the United States in
2013. HLUSA made a provision for assessable income for the year ended December 31, 2014.
The enterprise income tax rate of
the United States is 35%. No provision for U.S. tax is made for CAAS as the Company had no assessable income in the United States
for the years ended December 31, 2014 and 2013.
The provision for income taxes
was calculated as follows (figures are in thousands of USD):
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Tax rate | |
| 35 | % | |
| 35 | % |
Income before income taxes | |
$ | 46,081 | | |
$ | 38,241 | |
Income tax at federal statutory tax rate | |
| 16,128 | | |
| 13,384 | |
Tax benefit of double-deductible R&D expense | |
| (2,871 | ) | |
| (2,793 | ) |
Effect of differences in foreign tax rate | |
| (7,756 | ) | |
| (6,175 | ) |
Provision on valuation allowance for deferred income tax – U.S. | |
| 188 | | |
| (178 | ) |
Provision on valuation allowance for deferred income tax – PRC | |
| 297 | | |
| 107 | |
Other differences | |
| 799 | | |
| 1,138 | |
Total income tax expense | |
$ | 6,785 | | |
$ | 5,483 | |
The combined effects of the
income tax exemption and reduction available to the Company are as follows (figures are in thousands of USD unless otherwise indicated):
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
Tax holiday effect | |
$ | 7,756 | | |
$ | 6,175 | |
Basic net income per share effect | |
| 0.27 | | |
| 0.22 | |
Diluted net income per share effect | |
| 0.27 | | |
| 0.22 | |
The Company is subject to examination
in the United States and China. The Company's tax years for 2004 through 2014 are still open for examination in China. The Company's
tax years for 2006 through 2014 are still open for examination in the United States.
Uncertain Tax Positions
The Company did not have any uncertain tax positions
for the years ended December 31, 2013 and 2014.
27. Income Per Share
Basic net income per share is computed
using the weighted average number of the ordinary shares outstanding during the year.
For diluted income per share, the
Company uses the treasury stock method for options and warrants, assuming the issuance of common shares, if dilutive, resulting
from the exercise of options and warrants.
The calculations of basic and diluted income per share
attributable to the parent company were (figures are in thousands of USD):
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Numerator: | |
| | | |
| | |
Net income attributable to the parent company’s common shareholders – Basic and Diluted | |
$ | 33,542 | | |
| 26,789 | |
Denominator: | |
| | | |
| | |
Weighted average ordinary shares outstanding – Basic | |
| 29,062,519 | | |
| 28,043,019 | |
Dilutive effects of stock options | |
| 20,290 | | |
| 13,125 | |
Denominator for dilutive income per share – Diluted | |
| 29,082,809 | | |
| 28,056,144 | |
Net income per share attributable to the parent company’s common shareholders | |
| | | |
| | |
Basic | |
| 1.15 | | |
| 0.96 | |
Diluted | |
| 1.15 | | |
| 0.95 | |
As of December 31, 2014 and 2013,
the exercise prices for 60,000 shares and 52,500 shares, respectively, of outstanding stock options were above the weighted
average market price of the Company’s common stock during the year ended December 31, 2014 and 2013, respectively, and these
stock options were excluded from the calculation of the diluted income per share for the corresponding periods presented.
28. Significant Concentrations
A significant portion of the Company’s
business is conducted in China where the currency is the RMB. Regulations in China permit foreign owned entities to freely convert
the RMB into foreign currency for transactions that fall under the "current account", which includes trade related receipts
and payments, interest and dividends. Accordingly, the Company’s Chinese subsidiaries may use RMB to purchase foreign exchange
for settlement of such "current account" transactions without pre-approval.
China Automotive, the parent company,
may depend on Genesis and HLUSA dividend payments, which are generated from their subsidiaries and their subsidiaries’ interests
in the Sino-foreign joint ventures in China, “China-based Subsidiaries,” after they receive payments from the China-based
Subsidiaries. Regulations in the PRC currently permit payment of dividends of a PRC company only out of accumulated profits as
determined in accordance with accounting standards and regulations in China. Under PRC law China-based Subsidiaries are required
to set aside at least 10% of their after-tax profit based on PRC accounting standards each year to their general reserves until
the cumulative amount reaches 50% of their paid-in capital. These reserves are not distributable as cash dividends, or as loans
or advances. These foreign-invested enterprises may also allocate a portion of their after-tax profits, at the discretion of their
boards of directors, to their staff welfare and bonus funds. Any amounts so allocated may not be distributed and, accordingly,
would not be available for distribution to Genesis and HLUSA.
The PRC government also imposes
controls on the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currencies out of China,
the China-based Subsidiaries may experience difficulties in completing the administrative procedures necessary to obtain and remit
foreign currencies. If China Automotive is unable to receive dividend payments from its subsidiaries and China-based subsidiaries,
China Automotive may be unable to effectively finance its operations or pay dividends on its shares.
Transactions other than those that
fall under the "current account" and that involve conversion of RMB into foreign currency are classified as "capital
account" transactions; examples of "capital account" transactions include repatriations of investment by or loans
to foreign owners, or direct equity investments in a foreign entity by a China domiciled entity. "Capital account" transactions
require prior approval from China's State Administration of Foreign Exchange, or SAFE, or its provincial branch to convert a remittance
into a foreign currency, such as U.S. Dollars, and transmit the foreign currency outside of China.
This system could be changed at
any time and any such change may affect the ability of the Company or its subsidiaries in China to repatriate capital or profits,
if any, outside China. Furthermore, SAFE has a significant degree of administrative discretion in implementing the laws and has
used this discretion to limit convertibility of current account payments out of China. Whether as a result of a deterioration in
the Chinese balance of payments, a shift in the Chinese macroeconomic prospects or any number of other reasons, China could impose
additional restrictions on capital remittances abroad. As a result of these and other restrictions under the laws and regulations
of the People's Republic of China, or the PRC, the Company’s China subsidiaries are restricted in their ability to transfer
a portion of their net assets to the parent. The Company has no assurance that the relevant Chinese governmental authorities in
the future will not limit further or eliminate the ability of the Company’s Chinese subsidiaries to purchase foreign currencies
and transfer such funds to the Company to meet its liquidity or other business needs. Any inability to access funds in China, if
and when needed for use by the Company outside of China, could have a material and adverse effect on the Company’s liquidity
and its business.
The Company grants credit to its
customers including Xiamen Joylon, Shanghai Fenglong, Beijing Henglong and Jiangling Yude, that are related parties of the Company.
The Company’s customers are mostly located in the PRC except for Chrysler North America, which is in the U.S.
In 2014, the Company’s ten
largest customers accounted for 66.8% of the Company’s consolidated sales, with 1 customer accounting for more than 10% of
consolidated sales (as 11.5% of consolidated sales).
In 2013, the Company’s ten
largest customers accounted for 71.8% of the Company’s consolidated sales, with 1 customer accounting for more than 10% of
consolidated sales (as 11.1% of consolidated sales).
At December 31, 2014 and 2013, approximately
5.4% and 3.1% of accounts receivable were from trade transactions with the aforementioned customer (accounting for more than 10%
of consolidated sales).
29. Related Party Transactions
The Company’s related party
transactions include product sales, material purchases and purchases of equipment and technology. These transactions were consummated
at fair market price and under similar terms as those with the Company's customers and suppliers. On some occasions, the Company’s
related party transactions also include purchase/sale of capital stock of the joint ventures and sale of property, plant and equipment.
Related sales and purchases: During
the years ended December 31, 2014 and 2013, the joint ventures entered into related party transactions with companies with common
directors as shown below (figures are in thousands of USD):
Merchandise Sold to Related Parties
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
Xiamen Joylon | |
$ | 7,159 | | |
$ | 6,152 | |
Xiamen Automotive Parts | |
| 4,327 | | |
| 2,757 | |
Shanghai Fenglong | |
| 384 | | |
| 406 | |
JingzhouYude | |
| 3 | | |
| 583 | |
Jingzhou Tongying | |
| 1,321 | | |
| - | |
Beijing Henglong | |
| 37,176 | | |
| 27,283 | |
Other Related Parties | |
| 72 | | |
| 272 | |
Total | |
$ | 50,442 | | |
$ | 37,453 | |
Technology Sold to Related Parties
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
| |
| | | |
| | |
Beijing Henglong | |
$ | 88 | | |
$ | 88 | |
Rental income obtained from related parties
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
| |
| | | |
| | |
Total rental income | |
$ | 111 | | |
$ | - | |
Materials sold to related parties
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
Jingzhou Tongying | |
| 638 | | |
| - | |
Jiangling Tongchuang | |
| 204 | | |
| - | |
Jingzhou Yude | |
| 910 | | |
| - | |
Other Related Parties | |
| 92 | | |
| - | |
Total | |
$ | 1,844 | | |
$ | - | |
Materials Purchased from Related Parties
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Honghu Changrun | |
$ | 891 | | |
$ | 1,258 | |
Jiangling Tongchuang | |
| 7,243 | | |
| 9,025 | |
Jingzhou Tongying | |
| 11,206 | | |
| 12,622 | |
Hubei Wiselink | |
| 1,629 | | |
| 1,106 | |
Wuhan Tongkai | |
| 2,536 | | |
| 1,897 | |
Other Related Parties | |
| 1 | | |
| 8 | |
Total | |
$ | 23,506 | | |
$ | 25,916 | |
Technology and Services Purchased from Related Parties
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Changchun Hualong | |
$ | 407 | | |
$ | 422 | |
Jingzhou Derun | |
| - | | |
| 492 | |
Honghu Changrun | |
| - | | |
| 285 | |
Beijing Hualong | |
| 287 | | |
| 432 | |
Hubei Asta | |
| 204 | | |
| - | |
Total | |
| 898 | | |
| 1,631 | |
Equipment Purchased from Related Parties
| |
Year Ended December 31, | |
| |
2014 | | |
2013 | |
| |
| | | |
| | |
Hubei Wiselink | |
$ | 3,365 | | |
$ | 5,373 | |
Related receivables, advance payments
and account payable: As at December 31, 2014 and 2013, accounts receivables, advance payments and account payable between the Company
and related parties are as shown below (figures are in thousands of USD):
Accounts and Notes Receivable from Related Parties
| |
December 31, | |
| |
2014 | | |
2013 | |
Xiamen Joylon | |
$ | 4,916 | | |
$ | 4,076 | |
Xiamen Automotive Parts | |
| 929 | | |
| 843 | |
Shanghai Fenglong | |
| 332 | | |
| 298 | |
Jingzhou Yude | |
| 1,953 | | |
| 2,008 | |
Jingzhou Tongying | |
| 349 | | |
| 485 | |
Beijing Henglong | |
| 14,252 | | |
| 9,426 | |
Other Related Parties | |
| 29 | | |
| 58 | |
Total | |
$ | 22,760 | | |
$ | 17,194 | |
Other Receivables from Related Parties
| |
December 31, | |
| |
2014 | | |
2013 | |
Wuhan Dida | |
$ | 48 | | |
$ | 62 | |
Jiulong Machinery | |
| 667 | | |
| 621 | |
Other Related Parties | |
| 10 | | |
| 46 | |
Total | |
| 725 | | |
| 729 | |
Less: provisions for bad debts | |
| (649 | ) | |
| (621 | ) |
Balance at end of year | |
$ | 76 | | |
$ | 108 | |
Other receivables from related parties are primarily
unsecured demand loans, with no stated interest rate or due date.
Accounts payable to Related Parties
| |
December 31, | |
| |
2014 | | |
2013 | |
Shanghai Tianxiang | |
$ | 176 | | |
$ | 341 | |
Jiangling Tongchuang | |
| 584 | | |
| 891 | |
Hubei Wiselink | |
| 1,815 | | |
| 755 | |
Jingzhou Tongying | |
| 1,645 | | |
| 1,911 | |
Wuhan Tongkai | |
| 576 | | |
| 620 | |
Honghu Changrun | |
| 58 | | |
| 94 | |
Other Related Parties | |
| 3 | | |
| 22 | |
Total | |
$ | 4,857 | | |
$ | 4,634 | |
Advanced equipment payments to Related Parties
| |
December 31, | |
| |
2014 | | |
2013 | |
Hubei Wiselink | |
$ | 2,085 | | |
$ | 2,097 | |
Other advance payments to Related Parties
| |
December 31, | |
| |
2014 | | |
2013 | |
Jiangling Tongchuang | |
$ | 30 | | |
$ | 176 | |
Changchun Hualong | |
| 82 | | |
| 86 | |
Wuhan Tongkai | |
| 4 | | |
| 181 | |
Honghu Changrun | |
| 511 | | |
| 423 | |
Other Related Parties | |
| 114 | | |
| - | |
Total | |
$ | 741 | | |
$ | 866 | |
Loan to Related Parties
During the year ended December 31,
2013, certain of the Company’s subsidiaries provided short-term loans to related parties of the Company in the aggregate principal
amount of approximately $22.9 million (RMB140.8 million). The contractual period of each loan was three months or less from the
date of the extension of the loan. Out of the total amount, loans of approximately US$15.8 million (RMB97.0 million) bore an interest
rate of 5.6% per annum, which were entered into for the purpose of generating returns for the Company’s idle cash resulting
from the seasonality of its business and assisting the borrowing entities in addressing certain cash flow needs. For loans of approximately
US$7.1 million (RMB43.8 million) to related parties which primarily consisted of loans with repayment terms of less than 3 days,
the Company did not charge interest due to their short-term maturity.
All of these loans qualify for net
reporting in accordance with ASC 230 “Statement of Cash Flows”. As of December 31, 2013, all of these loans have been
repaid to the Company. For the year ended December 31, 2013, the Company received $0.2 million in interest income from these loans
to the related parties.
For the years ended December 31,
2014 and 2013, the loans to related parties were comprised of the following:
| |
For the Year Ended December 31, | |
| |
2014 | | |
2013 | |
Henglong Real Estate (1) | |
$ | - | | |
$ | 18,309 | |
Hubei Wiselink (2) | |
| - | | |
| 3,253 | |
Xiamen Joylon (2) | |
| - | | |
| 943 | |
Juilong Machine (3) | |
| - | | |
| 399 | |
Total | |
$ | - | | |
$ | 22,904 | |
(1) |
Mr. Hanlin Chen, Chairman of the Company, Mr. Wu Qizhou, the CEO of the Company, and the spouse of Mr. Andy Tse, Senior Vice President of the Company, collectively own 59.2% of the equity interests of Henglong Real Estate. |
|
|
(2) |
Hubei Wiselink and Xiamen Joylon are directly and indirectly controlled by Mr. Hanlin Chen, Chairman of the Company. |
|
|
(3) |
Jiulong Machine was a non-controlling interest shareholder that owned 20% and 19% of the equity interests of Henglong and Jiulong, subsidiaries of the Company, respectively, until September 26, 2014. |
The Company has no ongoing commitments
for the loans to related parties.
The Company's related parties, such
as Jingzhou Derun and Wuhan Dida, pledged certain land use rights and buildings as security for the Company’s comprehensive
credit facility.
As of March 26, 2015, the date
the Company issued the financial statements, Hanlin Chen, Chairman, owns 55.6% of the common stock of the Company and has
the effective power to control the vote on substantially all significant matters without the approval of other stockholders.
30. Commitments and Contingencies
The Company is not a party to any
pending or, to the best of the Company’s knowledge, any threatened legal proceedings. In addition, no director, officer or
affiliate of the Company, or owner of record of more than five percent of the securities of the Company, or any associate of any
such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in
reference to pending litigation.
b. Commitments
In addition to bank loans, notes payables and the related
interest, the following table summarizes the Company’s noncancelable commitments and having initial terms in excess of one
year as of December 31, 2014 (figures are in thousands of USD):
| |
Payment Obligations by Period | |
| |
2015 | | |
2016 | | |
2017 | | |
2018 | | |
Thereafter | | |
Total | |
Obligations for investment contracts (1) | |
$ | 1,634 | | |
$ | 3,269 | | |
$ | 2,451 | | |
$ | - | | |
$ | - | | |
$ | 7,354 | |
Obligations for purchasing and service | |
| 6,981 | | |
| 205 | | |
| - | | |
| - | | |
| - | | |
| 7,186 | |
Total | |
$ | 8,615 | | |
$ | 3,474 | | |
$ | 2,451 | | |
$ | - | | |
$ | - | | |
$ | 14,540 | |
|
(1) |
On September 22, 2014, Hubei Henglong entered into an agreement with seven other parties to establish the Venture Fund, under which Hubei Henglong has committed to make investments of 17.9% or RMB50.0 million (equivalent to approximately $8.2 million) into the Venture Fund in three installments. On October 20, 2014, Hubei Henglong made its first capital contribution of RMB5.0 million (equivalent to approximately $0.8 million). The remaining capital commitment of RMB45.0 million (equivalent to approximately $7.4 million) will be paid upon capital calls received from the Venture Fund. |
31. Off-Balance Sheet Arrangements
At December 31, 2014 and 2013, the
Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.
32. Segment Reporting
The accounting policies of the product
sectors are the same as those described in the summary of significant accounting policies except that the disaggregated financial
results for the product sectors have been prepared using a management approach, which is consistent with the basis and manner in
which management internally disaggregates financial information for the purposes of assisting them in making internal operating
decisions. Generally, the Company evaluates performance based on stand-alone product sector operating income and accounts for inter
segment sales and transfers as if the sales or transfers were to third parties, at current market prices.
As of December 31, 2014, the Company
had 12 product sectors, five of which were principal profit makers and were reported as separate sectors and engaged in the production
and sales of power steering (Henglong, Jiulong, Shenyang, Wuhu and Hubei Henglong), and one holding company (Genesis). The other
seven sectors were engaged in the production and sale of sensor modular (USAI), column (Jielong), provision of after sales and
R&D services (HLUSA), production and sale of power steering (Chongqing Henglong), trade (Brazil Henglong), commercial vehicle
repacking and sales (Fujian Qiaolong), and manufacture and sales of automobile electronic systems and parts (Wuhan Chuguanjie).
Since the revenues, net income and net assets of these seven sectors collectively are less than 10% of consolidated revenues, net
income and net assets, respectively, in the consolidated financial statements, the Company incorporated these seven sectors into
“Other Sectors.”
As of December 31, 2013, the Company
had 10 product sectors, five of which were principal profit makers and were reported as separate sectors and engaged in the production
and sales of power steering (Henglong, Jiulong, Shenyang, Wuhu and Hubei Henglong), and one holding company (Genesis). The other
five sectors were engaged in the production and sale of sensor modular (USAI), EPS (Jielong), provision of after sales and R&D
services (HLUSA), production and sale of power steering (Chongqing Henglong) and trade (Brazil Henglong). Since the revenues, net
income and net assets of these five sectors collectively are less than 10% of consolidated revenues, net income and net assets,
respectively, in the consolidated financial statements, the Company incorporated these five sectors into “Other Sectors.”
The Company’s product sector
information from continuing operations is as follows (figures are in thousands of USD):
| |
Net Sales | | |
Net Income | |
| |
Year Ended December 31, | | |
Year Ended December 31, | |
| |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| |
| | |
| | |
| | |
| |
Henglong | |
$ | 293,866 | | |
$ | 260,636 | | |
$ | 30,593 | | |
$ | 25,686 | |
Jiulong | |
| 77,281 | | |
| 77,691 | | |
| 958 | | |
| 2,141 | |
Shenyang | |
| 41,873 | | |
| 41,536 | | |
| 2,271 | | |
| 1,796 | |
Wuhu | |
| 26,799 | | |
| 26,333 | | |
| 1,185 | | |
| 223 | |
Hubei Henglong | |
| 56,653 | | |
| 48,087 | | |
| 45,748 | (1) | |
| 8,871 | (1) |
Other Sectors | |
| 43,189 | | |
| 36,444 | | |
| 2,005 | | |
| 1,087 | |
Total Segments | |
| 539,661 | | |
| 490,727 | | |
| 82,760 | | |
| 39,804 | |
Corporate | |
| - | | |
| - | | |
| (2,950 | ) | |
| (2,035 | ) |
Eliminations | |
| (72,888 | ) | |
| (75,569 | ) | |
| (40,216 | ) | |
| (4,704 | ) |
Total consolidated | |
$ | 466,773 | | |
| 415,158 | | |
$ | 39,594 | | |
$ | 33,065 | |
(1) |
$40.4 million and $5.2 million included in the respective balances of $45.7 million and $8.9 million were income from investment in Henglong in 2014 and 2013, respectively, which have been eliminated at the consolidation level. |
| |
Inventories | | |
Total Assets | |
| |
Year Ended December 31, | | |
Year Ended December 31, | |
| |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| |
| | |
| | |
| | |
| |
Henglong | |
$ | 24,716 | | |
$ | 21,451 | | |
$ | 310,013 | | |
$ | 315,309 | |
Jiulong | |
| 12,660 | | |
| 12,186 | | |
| 74,994 | | |
| 74,997 | |
Shenyang | |
| 3,826 | | |
| 2,994 | | |
| 46,982 | | |
| 43,358 | |
Wuhu | |
| 3,116 | | |
| 2,958 | | |
| 24,725 | | |
| 25,528 | |
Hubei Henglong | |
| 12,171 | | |
| 12,054 | | |
| 224,495 | | |
| 138,674 | |
Other Sectors | |
| 11,106 | | |
| 3,807 | | |
| 74,181 | | |
| 44,743 | |
Total Segments | |
| 67,595 | | |
| 55,450 | | |
| 755,390 | | |
| 642,609 | |
Corporate | |
| - | | |
| - | | |
| 186,054 | | |
| 157,158 | |
Eliminations | |
| (3,176 | ) | |
| (4,058 | ) | |
| (312,283 | ) | |
| (234,160 | ) |
Total consolidated | |
$ | 64,419 | | |
| 51,392 | | |
$ | 629,161 | | |
| 565,607 | |
| |
Depreciation and Amortization | | |
Capital Expenditures | |
| |
Year Ended December 31, | | |
Year Ended December 31, | |
| |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| |
| | |
| | |
| | |
| |
Henglong | |
$ | 6,732 | | |
$ | 5,460 | | |
$ | 7,555 | | |
$ | 8,073 | |
Jiulong | |
| 4,258 | | |
| 4,546 | | |
| 2,176 | | |
| 673 | |
Shenyang | |
| 728 | | |
| 723 | | |
| 152 | | |
| 451 | |
Wuhu | |
| 644 | | |
| 605 | | |
| 864 | | |
| 759 | |
Hubei Henglong | |
| 2,328 | | |
| 2,104 | | |
| 6,207 | | |
| 4,239 | |
Other Sectors | |
| 1,561 | | |
| 1,384 | | |
| 8,757 | | |
| 1,043 | |
Total Segments | |
| 16,251 | | |
| 14,822 | | |
| 25,711 | | |
| 15,238 | |
Corporate | |
| 21 | | |
| 21 | | |
| 425 | | |
| - | |
Eliminations | |
| (749 | ) | |
| (256 | ) | |
| (2,929 | ) | |
| (367 | ) |
Total consolidated | |
$ | 15,523 | | |
$ | 14,587 | | |
$ | 23,207 | | |
$ | 14,871 | |
Financial information segregated
by geographic region is as follows (figures are in thousands of USD):
| |
Net Sales (1) | | |
Long-term assets | |
| |
Year Ended December 31, | | |
As of December 31 | |
| |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| |
| | |
| | |
| | |
| |
Geographic region: | |
| | | |
| | | |
| | | |
| | |
United States | |
$ | 57,888 | | |
$ | 50,281 | | |
$ | 851 | | |
$ | 841 | |
China | |
| 408,493 | | |
| 363,901 | | |
| 100,747 | | |
| 89,818 | |
Other foreign countries | |
| 392 | | |
| 976 | | |
| 42 | | |
| 13 | |
Total consolidated | |
$ | 466,773 | | |
$ | 415,158 | | |
$ | 101,640 | (2) | |
$ | 90,672 | (2) |
(1) |
Revenue is attributed to each country based on location of customers. |
|
|
(2) |
Pursuant to ASC 280-10-50-41, the non-current deferred tax assets of $4.9 million and $4.5 million were excluded from long-term assets as of December 31, 2014 and 2013, respectively. |
EXHIBIT
INDEX
Exhibit |
|
|
Number |
|
Description |
|
|
|
3.1(i) |
|
Certificate of Incorporation (incorporated by reference from the filing on Form 10KSB File No. 000-33123) |
|
|
|
3.1(ii) |
|
Bylaws (incorporated by reference from the Form 10KSB for the year ended December 31, 2002) |
|
|
|
10.5 |
|
Joint-venture Agreement, dated March 31, 2006, as amended on May 2, 2006, between Great Genesis Holdings Limited and Wuhu Chery Technology Co., Ltd. (incorporated by reference to the exhibit 10.8 to the Company’s Form 10-Q Quarterly Report on May 10, 2006) |
|
|
|
10.20 |
|
Translation of the Equity Transfer Agreement dated March 31, 2008 in English (incorporated by reference to exhibit 99.1 of the Company’s Form 8-K filed on April 2, 2008) |
|
|
|
10.21 |
|
English Translation of the Sino-Foreign Equity Joint Venture Contract dated January 24, 2010 between Great Genesis Holdings Limited and Beijing Hainachuan Auto Parts Co., Ltd. (incorporated by reference to the Company’s Form 10-K for the year ended December 31, 2009 filed on March 25, 2010) |
|
|
|
21 |
|
Schedule of Subsidiaries (incorporated by reference to Note 1 of the consolidated financial statements of the Company in this Annual Report on Form 10-K) |
|
|
|
23.1 |
|
Consent of PricewaterhouseCoopers Zhong Tian LLP* |
|
|
|
31.1 |
|
Rule 13a-14(a) Certification* |
|
|
|
31.2 |
|
Rule 13a-14(a) Certification* |
|
|
|
32.1 |
|
Section 1350 Certification* |
|
|
|
32.2 |
|
Section 1350 Certification* |
|
|
|
101* |
|
The following materials from the China Automotive Systems, Inc. Annual Report on Form 10-K for the year ended December 31, 2014, filed on March 26, 2015, formatted in Extensible Business Reporting Language (XBRL): |
|
(i) |
|
Consolidated Balance Sheets; |
|
(ii) |
|
Consolidated Statements of Income; |
|
(iii) |
|
Consolidated Statements of Comprehensive Income; |
|
(iv) |
|
Consolidated Statements of Changes in Stockholders’ Equity; |
|
(v) |
|
Consolidated Statements of Cash Flows; and |
|
(vi) |
|
Related Notes. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation
by reference in the Registration Statement on Form S-8 (No.333-126959) of China Automotive Systems, Inc. of our report dated March
26, 2015 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting,
which appears in this Form 10-K.
/s/ PricewaterhouseCoopers Zhong Tian LLP |
|
PricewaterhouseCoopers Zhong Tian LLP |
|
Shanghai, People’s Republic of China |
|
March 26, 2015 |
|
Exhibit 31.1
RULE 13a-14(a) CERTIFICATION FOR
FORM 10-K (CEO)
I, Qizhou Wu, certify that:
|
1. |
I have reviewed this annual report on Form 10-K of China Automotive Systems, Inc.; |
|
|
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
|
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
Date: March 26, 2015 |
By: |
/s/ Qizhou Wu |
|
|
Qizhou Wu |
|
|
Chief Executive Officer |
Exhibit 31.2
RULE 13a-14(a) CERTIFICATION FOR
FORM 10-K (CFO)
I, Jie Li, certify that:
|
1. |
I have reviewed this annual report on Form 10-K of China Automotive Systems, Inc.; |
|
|
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
|
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
Date: March 26, 2015 |
By: |
/s/ Jie Li |
|
|
Jie Li |
|
|
Chief Financial Officer |
Exhibit 32.1
SECTION 1350 CERTIFICATION (CEO)
CHINA AUTOMOTIVE SYSTEMS, INC.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the Annual Report
of China Automotive Systems, Inc., the “Company,” on Form 10-K for the year ended December 31, 2014, as filed with
the Securities and Exchange Commission on the date hereof, the “Report,” I, Qizhou Wu, Chief Executive Officer, Chairman
and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: March 26, 2015 |
By: |
/s/ Qizhou Wu |
|
|
Qizhou Wu |
|
|
Chief Executive Officer |
Exhibit 32.2
SECTION 1350 CERTIFICATION (CFO)
CHINA AUTOMOTIVE SYSTEMS, INC.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the Annual Report
of China Automotive Systems, Inc., the “Company,” on Form 10-K for the year ended December 31, 2014, as filed with
the Securities and Exchange Commission on the date hereof, the “Report,” I, Jie Li, Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: March 26, 2015 |
By: |
/s/ Jie Li |
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Jie Li |
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Chief Financial Officer |
China Automotive Systems (NASDAQ:CAAS)
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