UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 22, 2006
CHINA
AUTOMOTIVE SYSTEMS, INC.
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(Exact
name of registrant as specified in its charter)
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000-33123
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(Commission
File Number)
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Delaware
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33-0885775
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(State
or other jurisdiction of incorporation)
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(I.R.S.
Employer Identification No.)
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No.
1 Henglong Road, Yu Qiao Development Zone
Shashi
District, Jing Zhou City
Hubei
Province
People’s
Republic of China
(Address
of principal executive offices, with zip code)
(86)
716-832-9196
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions ( see
General
Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
3.02
Unregistered Sales of Equity Securities.
Pursuant
to our Standby Equity Distribution Agreement (“SEDA”) dated March 20, 2006, we
sold 303,128 shares of common stock to Cornell Capital Partners, LP (“Cornell
Capital”) on November 22, 2006. In accordance with the SEDA, the number of
shares was calculated as $3,000,000 divided by $9.8968. We selected $3,000,000
as the gross advance for this particular SEDA transaction. The $9.8968 price
per
share was calculated, under the SEDA, by multiplying the lowest daily volume
weighted average price (as quoted by Bloomberg L.P.) in the five-day trading
period from November 14, 2006 to November 20, 2006, which was $10.0475, by
98.5%. From the indicated $3,000,000 gross advance, we actually received cash
proceeds of $2,864,500, net of a 4.5% retainage fee of $135,000 and a $500
structuring fee.
On
October 26, 2006, we also sold 75,428 shares of common stock to Cornell Capital
Partners, LP (“Cornell Capital”). In accordance with the SEDA, the number of
shares was calculated as $600,000 divided by $7.9546. We selected $600,000
as
the gross advance for this particular SEDA transaction. The $7.9546 price per
share was calculated, under the SEDA, by multiplying $8.0757, the lowest daily
volume weighted average price (as quoted by Bloomberg L.P.) in the five-day
trading period from October 17, 2006 to October 23, 2006, with the trading
days
on which the daily volume weighted average price was below $8.06 (the Minimum
Acceptable Price set in the Advance Notice) excluded, by 98.5%. From the
indicated $600,000 gross advance, we actually received cash proceeds of
$572,500, net of a 4.5% retainage fee of $27,000 and a $500 structuring fee.
We
have
stated in a SEC registration statement that the 1.5% discount and the 4.5%
retainage fee constitute underwriting discounts, as does the $440,000 commitment
fee (paid in the form of 37,022 shares of our common stock) which we paid to
Cornell Capital in respect of the entire $15,000,000 SEDA commitment on March
20, 2006. The 303,128 shares and the 75,428 shares were issued to Cornell
Capital pursuant to the Securities Act Section 4(2) registration exemption.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
November 24, 2006
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By: |
/s/
Hanlin Chen
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Hanlin
Chen
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