Form 8-K CHINA AUTOMOTIVE SYSTEMS For: Jul 28

July 28, 2021 7:35 AM EDT

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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): July 28, 2021

 

China Automotive Systems, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 000-33123 33-0885775
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

No. 1 Henglong Road, Yu Qiao Development Zone
Shashi District, Jing Zhou City
Hubei Province
The People’s Republic of China
(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code (86) 27-8757 0027

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:  

 

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.0001 par value CAAS The Nasdaq Capital Market  

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

The 2021 annual meeting of stockholders of China Automotive Systems, Inc. (the “Company”) was held on Wednesday, July 28, 2021 at the Second Floor Meeting Room, D8 Henglong Building, Optics Valley Software Park, No. 1 Guanshan First Avenue, Wuhan City, Hubei Province, and the People’s Republic of China.  Of the 30,851,776 shares of the Company’s common stock entitled to vote at the meeting, 21,774,723 shares, or 70.57%, were represented at the meeting in person or by proxy, constituting a quorum.  The voting results are presented below.

 

  1. Election of Directors

 

The Company’s shareholders elected the five nominees below to hold office until the 2022 annual meeting of shareholders and until their successors are elected and qualified.  Each of the nominees received more than a majority of the votes cast.  The votes regarding the election of directors were as follows:

 

Nominee  For  

Authority

Withheld

  

Broker

Non-Votes

 
             
Hanlin Chen   19,095,670    183,814    2,495,239 
Qizhou Wu   19,095,880    183,604    2,495,239 
Guangxun Xu   18,855,445    424,039    2,495,239 
Heng Henry Lu   18,953,332    326,152    2,495,239 
Tong Kooi Teo   18,934,129    345,355    2,495,239 

 

  2. Approval of an advisory (non-binding) proposal concerning the Company’s named executive officer compensation program

 

The approval of an advisory (non-binding) proposal concerning the Company’s named executive officer compensation program was ratified and approved by the following votes:

 

For   Against  Abstained  Broker Non-Vote 
 19,042,251   210,169   27,064   2,495,239 

 

  3. Approval of an advisory (non-binding) vote concerning the frequency of holding future advisory votes on executive compensation

 

The approval of an advisory (non-binding) vote concerning the frequency of every two years for holding future advisory votes on executive compensation was ratified and approved by the following votes:

 

For   Against  Abstained  Broker Non-Vote 
 18,197,795   911,423   170,266   2,495,239 

 

  4.   Ratification and Approval of the Appointment of Independent Auditor

 

The appointment of PricewaterhouseCoopers Zhong Tian LLP as the Company’s independent auditors for the fiscal year ending December 31, 2021 was ratified and approved by the following votes:

 

For   Against  Abstained  Broker Non-Vote 
 21,607,040   154,957   12,726   - 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  China Automotive Systems, Inc.
  (Registrant)
     
Date:  July 28, 2021 By: /s/ Hanlin Chen
    Hanlin Chen

 

 



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