UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13-D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CHINA AUTOMOTIVE SYSTEMS, INC.
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(Name of Issuer)
COMMON STOCK, $.0001 PAR VALUE
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(Title of Class of Securities)
16936R 10 5
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(CUSIP Number)
HANLIN CHEN
NO. 1 HENGLONG ROAD
YU QIAO DEVELOPMENT ZONE
SHASHI DISTRICT
JING ZHOU CITY
HUBEI PROVINCE
86-27-59818528
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MARCH 5, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO.: 16936R 10 5 13-D PAGE 2 OF 5
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1 NAMES OF REPORTING PERSON
I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
HANLIN CHEN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO, PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
PEOPLES' REPUBLIC OF CHINA
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NUMBER OF 7 SOLE VOTING POWER 13,280,547
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 13,280,547
REPORTING --------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,280,547
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.5% (1)
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14 TYPE OF REPORTING PERSON IN, HC
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(1) Based on 22,574,542 shares outstanding as reported by China Automotive
Systems, Inc. in its soon to be filed Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2004.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of common stock, par value $.0001 per
share (the "Common Stock"), of China Automotive Systems, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at No. 1 Henglong Road, Yu Qiao Development Zone, Shashi District, Jing
Zhou City, Hubei Province.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Mr. Hanlin Chen (the "Reporting Person").
The Reporting Person is a Peoples' Republic of China citizen whose business
address is No. 1 Henglong Road, Yu Qiao Development Zone, Shashi District, Jing
Zhou City, Hubei Province. The Reporting Person's principal occupation is that
of Chief Executive Office, Chairman and President of the Issuer. The Issuer's
principal business address is located at No. 1 Henglong Road, Yu Qiao
Development Zone, Shashi District, Jing Zhou City, Hubei Province. The Issuer's
principal business is that of a holding company of its wholly owned subsidiary
which manufactures power steering systems and other component parts for
automobiles.
During the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors),
nor was he a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a Share Exchange Agreement dated as of March 5, 2003, among
Yarek Bartosz, Guofu Dong, Liping Xie, Qizhou Wu, Yiu Wong Tse, the Reporting
Person and Great Genesis Holding Limited ("Genesis"), which Share Exchange
Agreement was filed by the Issuer on March 20, 2003 pursuant to a Form 8-K, and
is incorporated herein by reference, the Reporting Person received from the
Issuer, as consideration for his Genesis shares, 13,280,547 shares of the Common
Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person is the controlling shareholder of the Issuer.
Effective March 10, 2003, the Reporting Person began serving on the Board of
Directors of the Issuer. The Board of Directors of the Issuer appointed the
Reporting Person as the Chief Executive Officer of the Issuer and Chairman of
the Board of Directors on February 21, 2003. The filing has been made solely
because the Reporting Person discovered that he is required to file the
statement. The filing is not made because of any change in the Reporting
Person's purposes or plans in holding his shares; the Reporting Person acquired
his shares in the Issuer pursuant to the Share Exchange Agreement as a long term
investment, and he continues to so hold the shares. He intends to be actively
involved in the business and management of the Issuer commensurate with his
positions as Chairman of the Board of Directors of the Issuer, Chief Executive
Officer and majority shareholder.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person beneficially owns, within the meaning of Rule
13d-3 under the Exchange Act, an aggregate of 13,280,547 shares of Common Stock,
representing approximately 58.5% of the outstanding shares of Common Stock based
on 22,574,542 shares outstanding as reported by China Automotive Systems, Inc.
in its soon to be filed Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2004.
(b) The Reporting Person has sole voting and dispositive power over these
shares of Common Stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Other than the Share Exchange Agreement, the Reporting Person has not
entered into any contracts, arrangements or understanding with respect to the
securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
7.1 Share Exchange Agreement dated as of March 5, 2003, among Yarek
Bartosz, Guofu Dong, Liping Xie, Qizhou Wu, Yiu Wong Tse, the Reporting
Person and Great Genesis Holding Limited, filed by the Issuer on March 20,
2003 pursuant to a Form 8-K and incorporated herein by reference.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 9, 2005
HANLIN CHEN
By: /s/ Hanlin Chen
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