Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007
Or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

China Automotive Systems, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
33-0885775
(State or Other Jurisdiction of Incorporation or Organization)
 (I.R.S. Employer Identification No.)
 
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)

Registrant’s telephone number, including Area Code: (86) 716- 832- 9196
Registrant’s fax number: (86) 716-832-9298
 
Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report.)

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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o  Accelerated filer o  Non-accelerated filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x 

As of June 30, 2007, the Company had 23,959,702 shares of common stock issued and outstanding.
 

 
CHINA AUTOMOTIVE SYSTEMS, INC.
INDEX

 
Page
Part I — Financial Information
Item 1. Financial Statements 
3
Condensed Consolidated Statements of Operations (Unaudited) for the Three Months and Six Months Ended June 30, 2007 and 2006
3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months and Six Months Ended June 30, 2007 and 2006
4
Condensed Consolidated Balance Sheets at June 30, 2007(Unaudited) and December 31, 2006
7
Condensed Consolidated Statement of Stockholders’ Equity for the Six Months Ended June 30, 2007 (Unaudited) and December 31, 2006
8
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2007 and 2006
9
Notes to Condensed Consolidated Financial Statements (Unaudited)
11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
26
Item 3. Quantitative and Qualitative Disclosures About Risk
39
Item 4. Controls and Procedures
39
Part II — Other Information
Item 1. Legal Proceedings
40
Item 1A. Risk Factors
40
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
45
Item 3. Defaults Upon Senior Securities.
45
Item 4. Submission of matters to a Vote of Security Holders.
45
Item 5. Other Information.
45
Item 6. Exhibits    
45
Signature
47
 
2

 
PART 1 FINANCIAL INFORMATION

ITEM  1. FINANCIAL STATEMENTS

China Automotive Systems, Inc.
Condensed Consolidated Statements of Operations (Unaudited)

   
Three Months Ended June 30
 
   
2007
 
2006
 
Net product sales, including $1,173,244 and $794,200 to related parties in 2007 and 2006, respectively
 
$
36,312,338
 
$
24,747,912
 
Cost of product sold, including $1,414,954 and $674,207 purchased from related parties in 2007 and 2006, respectively
   
24,218,532
   
15,476,767
 
Gross profit
   
12,093,806
   
9,271,145
 
Add: Gain on other sales
   
147,993
   
117,887
 
Less: Operating expenses-
             
Selling expenses
   
2,813,166
   
2,386,901
 
General and administrative expenses
   
2,080,578
   
2,352,153
 
Research and development expenses
   
468,517
   
251,394
 
Depreciation and amortization
   
935,173
   
1,253,604
 
Total Operating expenses
   
6,297,434
   
6,244,052
 
Income from operations
   
5,944,365
   
3,144,980
 
Add: Other income, net
   
   
 
Financial (expenses)
   
(16,495
)
 
(177,477
)
Income before income taxes
   
5,927,870
   
2,967,503
 
Less: Income taxes
   
1,067,535
   
850,739
 
Income before minority interests
   
4,860,335
   
2,116,764
 
Less: Minority interests
   
2,405,181
   
1,365,128
 
Net income
 
$
2,455,154
 
$
751,636
 
Net income per common share
             
Basic and diluted
 
$
0.10
 
$
0.03
 
Weighted average number of common shares outstanding
             
Basic
   
23,959,702
   
23,254,121
 
Diluted
   
23,962,153
   
23,267,235
 

The accompanying notes are an integral part of these condensed consolidated financial statements.
 
3

 
China Automotive Systems, Inc.
Condensed Consolidated Statements of Comprehensive Income (Unaudited)

   
Three Months Ended June 30
 
   
2007
 
2006
 
Net income
 
$
2,455,154
 
$
751,636
 
Other comprehensive income:
             
Foreign currency translation gain
   
1,265,553
   
 
Comprehensive income
 
$
3,720,707
 
$
751,636
 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
4


China Automotive Systems, Inc.
Condensed Consolidated Statements of Operations (Unaudited)

   
Six Months Ended June 30
 
   
2007
 
2006
 
Net product sales, including $2,075,828 and $1,377,739 to related parties in 2007 and 2006, respectively
 
$
64,695,730
 
$
45,712,364
 
Cost of product sold, including $2,466,434 and $1,330,202 purchased from related parties in 2007 and 2006, respectively
   
43,410,018
   
29,496,022
 
Gross profit
   
21,285,712
   
16,216,342
 
Add: Gain on other sales
   
260,087
   
200,602
 
Less: Operating expenses-
             
Selling expenses
   
4,406,812
   
3,879,390
 
General and administrative expenses
   
3,589,605
   
4,389,690
 
Research and development expenses
   
587,982
   
441,141
 
Depreciation and amortization
   
1,828,424
   
1,942,094
 
Total Operating expenses
   
10,412,823
   
10,652,315
 
Income from operations
   
11,132,976
   
5,764,629
 
Add: Other income, net
   
38,462
   
625
 
Financial (expenses)
   
(411,492
)
 
(511,863
)
Income before income taxes
   
10,759,946
   
5,253,391
 
Less: Income taxes
   
2,361,615
   
1,051,450
 
Income before minority interests
   
8,398,331
   
4,201,941
 
Less: Minority interests
   
4,300,076
   
2,355,907
 
Net income
 
$
4,098,255
 
$
1,846,034
 
Net income per common share
             
Basic and diluted
 
$
0.17
 
$
0.08
 
Weighted average number of common shares outstanding
             
Basic
   
23,948,950
   
22,969,051
 
Diluted
   
23,956,740
   
22,987,095
 

The accompanying notes are an integral part of these condensed consolidated financial statements.
 
5


China Automotive Systems, Inc.
Condensed Consolidated Statements of Comprehensive Income (Unaudited)

   
Six Months Ended June 30
 
   
2007
 
2006
 
Net income
 
$
4,098,255
 
$
1,846,034
 
Other comprehensive income:
             
Foreign currency translation gain
   
1,265,553
   
601,399
 
Comprehensive income
 
$
5,363,808
 
$
2,447,433
 

The accompanying notes are an integral part of these condensed consolidated financial statements.
 
6


China Automotive Systems, Inc.
Condensed Consolidated Balance Sheets

   
June 30, 2007
 
December 31, 2006
 
   
(Unaudited)
     
ASSETS
         
Current assets:
         
Cash and cash equivalents
 
$
19,627,606
 
$
27,418,500
 
Pledged cash deposits
   
2,828,672
   
3,484,335
 
Accounts and notes receivable, net, including $1,850,422 and $1,770,933 from related parties at 2007 and 2006, respectively
   
69,919,862
   
57,234,383
 
Advance payments and other, including $223,684 and $487,333 to related parties at 2007 and 2006, respectively
   
1,141,534
   
837,014
 
Inventories
   
17,364,810
   
15,464,571
 
Total current assets
 
$
110,882,484
 
$
104,438,803
 
Long-term Assets:
             
Property, plant and equipment, net
 
$
41,656,104
 
$
40,848,046
 
Intangible assets, net
   
418,593
   
3,140,548
 
Other receivables, net, including $811,653 and $738,510 from related parties at 2007 and 2006, respectively
   
1,145,384
   
966,715
 
Advance payment for property, plant and equipment, including $1,315,243 and $488,873 to related parties at 2007 and 2006, respectively
   
5,633,146
   
2,640,708
 
Long-term investments
   
72,368
   
73,718
 
Total assets
 
$
159,808,079
 
$
152,108,538
 
LIABILITIES AND STOCKHOLDERS' EQUITY
             
Current liabilities: 
             
Bank loans
 
$
11,447,368
 
$
15,384,615
 
Accounts and notes payable, including $987,473 and $640,405 to related parties at 2007 and 2006, respectively
   
42,487,454
   
37,647,913
 
Customer deposits
   
265,730
   
146,171
 
Accrued payroll and related costs
   
2,006,378
   
1,506,251
 
Accrued expenses and other payables
   
8,979,953
   
11,078,186
 
Accrued pension costs
   
3,421,258
   
3,266,867
 
Taxes payable
   
7,622,569
   
5,914,362
 
Amounts due to shareholders/directors
   
370,080
   
358,065
 
Total current liabilities
 
$
76,600,790
 
$
75,302,430
 
Long-term liabilities: 
             
Advances payable
   
321,392
   
313,151
 
Total liabilities
 
$
76,922,182
 
$
75,615,581
 
Minority interests
 
$
22,798,874
 
$
23,112,667
 
Stockholders' equity: 
             
Preferred stock, $0.0001 par value - Authorized - 20,000,000 Shares issued and outstanding - None
 
$
 
$
 
Common stock, $0.0001 par value - Authorized - 80,000,000 Shares Issued and Outstanding - 23,959,702 shares and 23,851,581 shares at June 30, 2007 and December 31, 2006, respectively
   
2,396
   
2,385
 
Additional paid-in capital
   
29,994,873
   
28,651,959
 
Retained earnings-
             
Appropriated
   
6,078,613
   
6,209,909
 
Unappropriated
   
20,276,788
   
16,047,237
 
Accumulated other comprehensive income
   
3,734,353
   
2,468,800
 
Total stockholders' equity
 
$
60,087,023
 
$
53,380,290
 
Total liabilities and stockholders' equity
 
$
159,808,079
 
$
152,108,538
 

The accompanying notes are an integral part of these condensed consolidated financial statements.
 
7

 
China Automotive Systems, Inc.
Consolidated Statements of Stockholders’ Equity
Six months ended June 30, 2007 (unaudited) and year ended December 31, 2006 
 
     
Common Stock 
 
 
Additional Paid-in
 
 
Retained Earnings
 
 
Accumulated Other Comprehensive
 
 
 
 
 
 
 
Shares
 
 
Par Value
 
 
Capital 
 
 
Appropriated
 
 
Unappropriated
 
 
Income (Loss)
   
Total
 
Balance, December 31, 2005
   
22,574,543
 
$
2,257
 
$
18,146,722
 
$
4,923,262
 
$
12,522,180
 
$
1,332,684
 
$
36,927,105
 
Foreign currency translation gain
   
   
   
   
   
   
1,136,116
   
1,136,116
 
Sale of common stock
   
1,216,675
   
122
   
10,899,872
   
   
   
   
10,899,994
 
Exercise of stock options by independent directors
   
22,500
   
2
   
101,248
   
   
   
   
101,250
 
Cash paid for retaining fee, commissions and placement agent fee in connection with offering
   
   
   
(627,504
)
 
   
   
   
(627,504
)
Issuance of common stock related to financing services
   
37,863
   
4
   
449,996
   
   
   
   
450,000
 
Payment of financing services by issuance of common stock in accordance with Cornell Partners, LP
   
   
   
(450,000
)
 
   
   
   
(450,000
)
Issuance of a warrant to purchase common stock
   
   
   
832,639
   
   
   
   
832,639
 
Payment of commission and placement agent fee by issuance of common stock warrants in accordance with Cornell Partners, LP
   
   
   
(832,639
)
 
   
   
   
(832,639
)
Issuance of stock options to independent directors
   
   
   
131,625
   
   
   
   
131,625
 
Net income for the year ended December, 31, 2006
   
   
   
   
   
4,811,704
   
   
4,811,704
 
Appropriation of retained earnings
   
   
   
   
1,286,647
   
(1,286,647
)
 
   
 
Balance, December 31, 2006
   
23,851,581
 
$
2,385
 
$
28,651,959
 
$
6,209,909
 
$
16,047,237
 
$
2,468,800
 
$
53,380,290
 
Foreign currency translation gain
   
   
   
   
   
   
1,265,553
   
1,265,553
 
Sale of common stock
   
108,121
   
11
   
1,199,989
   
   
   
   
1,200,000
 
Cash paid for retaining fee, commissions and placement agent fee in connection with offering
   
   
   
(54,500
)
 
   
   
   
(54,500
)
Increase in connection with minority shareholders’ abandonment of all its right and interest in Joint-venture
   
   
   
197,425
   
   
   
   
197,425
 
Net income for six months ended June, 30, 2007
   
   
   
   
   
4,098,255
   
   
4,098,255
 
Appropriation of retained earnings
   
   
   
   
(131,296
)
 
131,296
   
   
 
Balance, June 30, 2007
   
23,959,702
 
$
2,396
 
$
29,994,873
 
$
6,078,613
 
$
20,276,788
 
$
3,734,353
 
$
60,087,023
 

The accompanying notes are an integral part of these condensed consolidated financial statements.
 
8


China Automotive Systems, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)

   
Six Months Ended June 30
 
   
2007
 
2006
 
Cash flows from operating activities:
         
Net income
 
$
4,098,255
 
$
1,846,034
 
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
             
Minority interests
   
4,300,076
   
2,355,907
 
Depreciation and amortization
   
3,440,985
   
3,334,319
 
Allowance for doubtful accounts (Recovered)
   
(107,765
)
 
1,263,545
 
Other operating adjustments
   
5,622
   
 
Changes in operating assets and liabilities:
             
(Increase) decrease in:
             
Pledged deposits
   
734,198
   
(661,757
)
Accounts and notes receivable
   
(11,092,496
)
 
(11,818,049
)
Advance payments and other
   
(280,899
)
 
(1,067,535
)
Inventories
   
(1,425,194
)
 
(2,366,961
)
Increase (decrease) in:
             
Accounts and notes payable
   
3,825,270
   
4,120,931
 
Customer deposits
   
116,009
   
609,049
 
Accrued payroll and related costs
   
457,740
   
48,500
 
Accrued expenses and other payables
   
(537,559
)
 
2,282,869
 
Accrued pension costs
   
68,177
   
180,874
 
Taxes payable
   
1,520,988
   
1,076,165
 
Advances payable
   
   
(62
)
Net cash provided by operating activities
 
$
5,123,407
 
$
1,203,829
 
Cash flows from investing activities:
             
(Increase) decrease in other receivables
   
(34,753
)
 
94,383
 
Cash received from equipment sales
   
146,412
   
 
Cash paid to acquire property, plant and equipment
   
(6,064,201
)
 
(952,502
)
Cash paid to acquire intangible assets
   
(28,717
)
 
(139,462
)
Cash received from other investing activities
   
   
3,920
 
Net cash (used in) investing activities
 
$
(5,981,259
)
$
(993,661
)
Cash flows from financing activities:
             
(Decrease) increase in proceeds from bank loans
   
(4,156,545
)
 
1,414,898
 
Dividends paid to the minority interest holders of Joint-venture companies
   
(4,377,448
)
 
(739,586
)
Increase (decrease) in amounts due to shareholders/directors
   
100
   
(451,138
)
Proceeds from issuance of common stock
   
1,145,500
   
4,959,740
 
Capital Contribution from the minority interest holders of Joint-venture companies
   
   
1,422,075
 
Net cash provided by (used in) financing activities
 
$
(7,388,393
)
$
6,605,989
 
Cash and cash equivalents effected by foreign currency
 
$
455,351
 
$
601,399
 
Net (decrease) increase in cash and cash equivalents
   
(7,790,894
)
 
7,417,556
 
Cash and cash equivalents at beginning of period
   
27,418,500
   
12,374,944
 
Cash and cash equivalents at end of period
 
$
19,627,606
 
$
19,792,500
 

The accompanying notes are an integral part of these condensed consolidated financial statements.
 
9


China Automotive Systems, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited) (continued)

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

   
Six Months Ended June 30
 
   
2007
 
2006
 
Cash paid for interest
 
$
422,902
 
$
347,886
 
Cash paid for income taxes
 
$
366,832
 
$
686,927
 

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
.
   
Six Months Ended June 30
 
   
2007
 
2006
 
Issuance of common shares on a non-cash basis
 
$
 
$
4
 
Financing services fee related to issuance of common shares
   
   
(4
)
Increase in capital by minority shareholders of Joint-venture companies on a non-cash basis
   
   
921,785
 
Dividends payable to minority shareholders of Joint-venture companies being converted into capital
   
   
(921,785
)
Decrease in minority interests as a result of minority shareholder’s withdrawal from Joint-venture.
   
(2,830,545
)
 
 
Withdrawal of invested intangible assets by minority shareholder of Joint-venture
   
2,600,204
   
 
Increase in equity in connection with minority shareholder’s withdrawal from Joint-venture
 
$
230,341
 
$
 

The accompanying notes are an integral part of these condensed consolidated financial statements.
 
10

 
China Automotive Systems, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
 
1. ORGANIZATION AND BUSINESS
 
China Automotive Systems, Inc., “ China Automotive”, was incorporated in the State of Delaware on June 29, 1999 under the name 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, through its Sino-foreign joint ventures described below, is primarily engaged in the manufacture and sale of automotive systems and components in the People’s Republic of China, the “PRC” or “China”, as described below.
 
Great Genesis Holding Limited, a company incorporated on January 3, 2003 under The Companies Ordinance in Hong Kong as a limited liability company, “Great Genesis”, is a wholly-owned subsidiary of the Company.  Ji Long Enterprise Investment Limited was incorporated on October 8, 1992 under the Companies Ordinance in Hong Kong as a limited liability company, “Ji Long”. Ji Long is an investment holding company. Effective March 4, 2003, all of the shareholders of Ji Long exchanged their 100% shareholder interest for a 100% shareholder interest in Great Genesis, as a result of which Ji Long became a wholly-owned subsidiary of Great Genesis. 
 
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 eight Sino-foreign joint ventures organized in the PRC as of June 30, 2007 and 2006.
 
 
 
Percentage Interest
 
Name of Entity
 
June 30, 2007
 
June 30, 2006
 
Shashi Jiulong Power Steering Gears Co., Ltd., "Jiulong"
   
81.00
%
 
81.00
%
Jingzhou Henglong Automotive Parts Co., Ltd., "Henglong"
   
44.50
%
 
44.50
%
Shenyang Jinbei Henglong Automotive Steering System Co., Ltd., ”Shenyang"
   
70.00
%
 
70.00
%
Zhejiang Henglong & Vie Pump-Manu Co., Ltd., "Zhejiang"
   
51.00
%
 
51.00
%
Universal Sensor Application Inc., “USAI”
   
85.71
%
 
60.00
%
Wuhan Jielong Electric Power Steering Co., Ltd., “Jielong”
   
85.00
%
 
85.00
%
Wuhu HengLong Automotive Steering System Co., Ltd., “Wuhu”
   
77.33
%
 
77.33
%
Jingzhou Hengsheng Automotive System Co., Ltd, “Hengsheng”
   
100.00
%
 
 
 
Jiulong was established in 1993 and mainly engaged in the production of integral power steering gears for heavy-duty vehicles.

Henglong was established in 1997 and mainly engaged in the production of rack and pinion power steering gears for cars and light duty vehicles.

Shenyang was established in 2002 and focuses on power steering parts for light duty vehicles.
 
11


Zhejiang was established in 2002 to focus on power steering pumps.

On April 12, 2005, Great Genesis entered into a Joint-venture agreement with Shanghai Hongxi Investment Inc., “Hongxi”, a company controlled by Mr. Hanlin Chen, the Company’s Chairman, and Sensor System Solution Inc., “Sensor”, to establish a joint venture, Universal Sensor Application Inc., “USAI”, in the Wuhan East Lake development zone to engage in production and sales of sensor modulars. The registered capital of the Joint-venture is $10 million. Great Genesis and Hongxi intended to invest $6 million and $1 million, respectively, including cash and land and building, which would account for 60% and 10% of the total registered capital, respectively. Sensor would invest $3 million in technology, accounting for 30% of the total registered capital. As of March 20, 2007, the three parties of USAI, Great Genesis, Hongxi, Sensor, entered into an agreement, which led to Sensor’s withdrawal from USAI and abandonment of all its rights and interests in USAI. The registered capital of the Joint-venture has changed to $7,000,000, with 85.71% owned by the Company, 14.29% owned by Hongxi. Since the withdrawal of intangible assets, another technology supplier is being sought.

On April 14, 2006, Great Genesis entered into a Joint-venture agreement with Hong Kong Tongda, “Tongda”, to establish a joint venture, Wuhan Jielong Electric Power Steering Co., Ltd., “Jielong”, in the Wuhan East Lake development zone. Jielong is mainly engaged in the production and sales of electric power steering, “EPS”. The registered capital of the Joint-venture is $6 million. Great Genesis and Tongda will invest $5,100,000 and $900,000, respectively, amounting to 85% and 15% of the total registered capital, respectively.

On March 31, 2006, as amended on May 2, 2006, Great Genesis, entered into a Joint-venture agreement with Wuhu Chery Technology Co., Ltd., “Chery Technology”, to establish a Joint-venture, Wuhu Henglong Automotive Steering System Co., Ltd., “Wuhu”, in the Wuhu Technological Development Zone. Wuhu is mainly engaged in the production and sales of automobile steering system. The registered capital of the Joint-venture is $3,750,387, the equivalent of RMB 30,000,000. Great Genesis and Chery Technology invested $2,900,300, the equivalent of RMB 23,200,000, and $848,938, the equivalent of RMB 6,800,000, respectively, which accounts for 77.33% and 22.67% of the total registered capital, respectively.

On March 7, 2007, Great Genesis established a wholly-owned subsidiary, Jingzhou Hengsheng Automotive Systems Co., Ltd, “Hengsheng”, to engage in production and sales of automotive steering systems. The registered capital of Hengsheng is $10,000,000.

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - For the six months ended June 30, 2007 and 2006, the accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and Sino-foreign joint ventures, including eight Sino-foreign Joint-ventures disclosed 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.

Foreign Currencies - The Company maintains its books and records in Renminbi, “RMB”, the currency of the PRC, its functional currency. Foreign currency transactions in RMB are reflected using the temporal method. Under this method, all monetary items are translated into the functional currency at the rate of exchange prevailing at the balance sheet date. Non-monetary items are translated at historical rates. Income and expenses are translated at the rate in effect on the transaction dates. Transaction gains and losses, if any, are included in the determination of net income (loss) for the period.

In translating the financial statements of the Company from its functional currency into its reporting currency in 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.

Income Per Share - Basic income per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted income per share is calculated based on the treasury stock method, assuming the issuance of common shares, if dilutive, resulting from the exercise of warrants.

Actual weighted average shares outstanding used in calculating basic and diluted income per share were:

   
Three Months Ended June 30,
 
   
2007
 
2006
 
Weighted average shares outstanding
   
23,959,702
   
23,254,121
 
Effect of dilutive securities
   
2,451
   
13,114
 
Diluted shares outstanding
   
23,962,153
   
23,267,235
 

12


   
Six Months Ended June 30,
 
   
2007
 
2006
 
Weighted average shares outstanding
   
23,948,950
   
22,969,051
 
Effect of dilutive securities
   
7,790
   
18,044
 
Diluted shares outstanding
   
23,956,740
   
22,987,095
 
 
The 156,250 shares underlying warrants issued to Cornell Capital Partners, LP on March 20, 2006, and 22,500 options issued to independent directors on July 16, 2006 have not been included in the computation of diluted income per share because such inclusion would have had an anti-dilutive effect.
 
Stock-Based Compensation - The Company may periodically issue shares of common stock for services rendered or for financing costs. Such shares will be valued based on the market price on the transaction date. The Company may periodically issue stock options to employees and stock options or warrants to non-employees in non-capital raising transactions for services and for financing costs.

In July 2004, the Company adopted a stock incentive plan. The maximum number of common shares for issuance under this plan is 2,200,000 with a period of 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. As of June 30, 2007, the Company has issued 67,500 stock options under this plan and there remain 2,132,500 stock options issuable in future.

The Company has adopted Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Accounting for Stock-Based Compensation”, which establishes a fair value method of accounting for stock-based compensation plans. In accordance with SFAS No. 123R, the cost of stock options and warrants issued to employees and non-employees is measured at 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 benefit, which is generally the vesting period.
 
13


Comprehensive Income - The Company has adopted the provisions of Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income” (“SFAS No. 130”). SFAS No. 130 establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general purpose financial statements. SFAS No. 130 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.

Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include allowance for doubtful accounts and notes receivables, valuation and costing of inventory, depreciation of property, plant and equivalent, impairment of long-lived assets and accrued liabilities. Actual results could differ from those estimates.

Reclassifications - Certain comparative amounts have been reclassified to conform to the current year’s presentation.

Comments - The accompanying interim condensed consolidated financial statements are unaudited, but in the opinion of management of the Company, contain all adjustments, which include normal recurring adjustments, necessary to present fairly the financial position, the results of operations and cash flows for the three months and six months ended June 30, 2007 and 2006.

The consolidated balance sheet as of December 31, 2006 is derived from the Company’s audited financial statements.

Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although the Company’s management believes that the disclosures contained in these financial statements are adequate to make the information presented therein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s 2006 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission.

The results of operations for the three months and six months ended June 30, 2007 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2007.

 3. ACCOUNTS AND NOTES RECEIVABLE

The Company’s accounts receivable at June 30, 2007 (unaudited) and December 31, 2006 are summarized as follows:

   
June 30, 2007
 
December 31, 2006
 
Accounts receivable
 
$
47,885,212
 
$
41,174,404
 
Notes receivable
   
26,230,142
   
20,146,197
 
Less: allowance for doubtful accounts
   
(4,195,492
)
 
(4,086,218
)
Balance at the end of the period
 
$
69,919,862
 
$
57,234,383
 
 
Notes receivable represent accounts receivable in the form of bills of exchange whose acceptances and settlements are handled by banks.
 
The activity in the Company’s allowance for doubtful accounts during the six months ended June 30, 2007 (unaudited) and the year ended December 31, 2006 are summarized as follows: 
   
June 30, 2007
 
December 31, 2006
 
Balance at beginning of period
 
$
4,086,218
 
$
2,856,025
 
Add: amounts provided during the period
   
1,741
   
1,099,092
 
Add: foreign currency translation
   
107,533
   
131,101
 
Balance at the end of the period
 
$
4,195,492
 
$
4,086,218
 

14

 
4. OTHER RECEIVABLES
 
The Company’s other receivables at June 30, 2007 (unaudited) and December 31, 2006 are summarized as follows:

 
 
June 30, 2007
 
December 31, 2006
 
Other receivables
 
$
1,955,651
 
$
1,864,918
 
Less: allowance for doubtful accounts
   
(810,267
)
 
(898,203
)
 Balance at the end of the period
 
$
1,145,384
 
$
966,715
 
 
Other receivables consist of amounts advanced to both related and unrelated parties, primarily as unsecured demand loans, with no stated interest rate or due date.
 
The activity in the Company’s allowance for doubtful accounts of other receivable during the six months ended June 30, 2007 (unaudited) and the year ended December 31, 2006 are summarized as follows:

   
June 30, 2007
 
December 31, 2006
 
Balance at beginning of the period
 
$
898,203
 
$
1,040,169
 
Less: recovered amounts during the period
   
(111,573
)
 
(210,861
)
Add: foreign currency translation
   
23,637
   
68,895
 
Balance at the end of the period
 
$
810,267
 
$
898,203
 
 
5. INVENTORIES
 
The Company’s inventories at June 30, 2007 (unaudited) and December 31, 2006 consisted of the following:
 
   
June 30, 2007
 
December 31, 2006
 
Raw materials
 
$
6,759,773
 
$
5,381,372
 
Work in process
   
3,778,082
   
3,253,192
 
Finished goods
   
8,098,081
   
7,548,218
 
     
18,635,936
   
16,182,782
 
Less: provision for loss
   
(1,271,126
)
 
(718,211
)
Balance at the end of the period
 
$
17,364,810
 
$
15,464,571
 
 
15

 
6. PROPERTY, PLANT AND EQUIPMENT

The Company’s property, plant and equipment at June 30, 2007 (unaudited) and December 31, 2006 are summarized as follows:

   
June 30, 2007
 
December 31, 2006
 
Land use rights and buildings
 
$
19,186,883
 
$
17,384,534
 
Machinery and equipment
   
36,284,695
   
33,466,198
 
Electronic equipment
   
2,964,833
   
2,945,454
 
Motor vehicles
   
2,365,192
   
2,095,169
 
Construction in progress
   
2,621,085
   
3,280,279
 
     
63,422,688
   
59,171,634
 
Less: Accumulated depreciation
   
(21,766,584
)
 
(18,323,588
)
Balance at the end of the period
 
$
41,656,104
 
$
40,848,046
 
 
Depreciation charge for the six months ended June 30, 2007 and the year ended December 31, 2006 are $3,279,111 and $5,816,922 respectively.

7. INTANGIBLE ASSETS
 
The activities in the Company’s intangible asset account at June 30, 2007 (unaudited) and December 31, 2006 are summarized as follows:

   
June 30, 2007
 
December 31, 2006
 
Balance at beginning of period
 
$
3,140,548
 
$
3,503,217
 
Add: additions during the period-
             
Patent technology
   
   
109,073
 
Management software license
   
29,044
   
65,852
 
Foreign currency translation
   
11,078
   
121,698
 
Less: decrease during the period-
             
Patent technology*
   
(2,600,204
)
 
 
     
580,446
   
3,799,840
 
Less: Amortization for the period
   
(161,873
)
 
(659,292
)
Balance at the end of the period
 
$
418,593
 
$
3,140,548
 

*When USAI was established in 2005, Sensor contributed $3,000,000 as capital, being the fair market value of the intangible assets, namely the sensor product and the technology for sensor production, as well as the Joint-venture’s technical personnel training. As of March 20, 2007 Sensor withdrew from USAI, abandoned all its right and interest in the Joint-venture, and repossessed the rights to the intangible assets at the carrying value of $2,600,204. Please see Note 1 and Note 14.
 
16


8. BANK LOANS
 
At June 30, 2007, the Company, through its Sino-foreign joint ventures, had outstanding fixed-rate short-term bank loans of $11,447,368, with weighted average interest rate at 6.12% per annum. These loans are secured with some of the property and equipment of the Company and are repayable within one year.
 
At December 31, 2006, the Company, through its Sino-foreign joint ventures, had outstanding fixed-rate short-term bank loans of $15,384,615, with weighted average interest rate at 5.90% per annum. These loans are secured with some of the property and equipment of the Company, and are repayable within one year.

9. ACCOUNTS AND NOTES PAYABLE

The Company’s accounts and notes payable at June 30, 2007 (unaudited) and December 31, 2006 are summarized as follows:

   
June 30, 2007
 
December 31, 2006
 
Accounts payable
 
$
29,694,147
 
$
22,517,260
 
Notes payable*
   
12,793,307
   
15,130,653
 
Balance at the end of the period
 
$
42,487,454
 
$
37,647,913
 
 
*Notes payable represent accounts payable in the form of bills of exchange whose acceptances and settlements are handled by banks. 
 
The Company has pledged cash deposits, notes receivable and certain property plant and machinery to secure trade financing granted by banks. 

10. ACCRUED EXPENSES AND OTHER PAYABLES

The Company’s accrued expenses and other payables at June 30, 2007 (unaudited) and December 31, 2006 are summarized as follows:

   
June 30, 2007
 
December 31, 2006
 
Accrued expenses
 
$
1,377,222
 
$
1,695,188
 
Other payables
   
1,236,984
   
1,987,540
 
Warranty reserves*
   
3,867,967
   
2,954,326
 
Dividend payable to minority shareholders of Joint-ventures
   
2,497,780
   
4,441,132
 
Balance at the end of the period
 
$
8,979,953
 
$
11,078,186
 
 
*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 products. Estimates will be adjusted on the basis of actual claims and circumstances. 
 
17

 
 
For the six months ended June 30, 2007 (unaudited) and the year ended December 31, 2006, the warranties activities were as follows:
 
   
June 30, 2007
 
December 31, 2006
 
Balance at the beginning of period
 
$
2,954,326
 
$
1,787,869
 
Additions during the reporting period 
   
2,549,064
   
3,956,521
 
Settlement within reporting period, by cash or actual material
   
(1,713,168
)
 
(2,858,829
)
Foreign currency translation
   
77,745
   
68,765
 
Accrual balance at end of period
 
$
3,867,967
 
$
2,954,326
 
 
11. ACCRUED PENSION COSTS
 
Since the Company’s operations are all located in China, all the employees are located in China. The Company records pension costs and various employment benefits in accordance with the relevant Chinese social security laws, which is substantially based on a total of 31% of salary as required by local governments. Base salary levels are the average salary determined by the local governments.

The activities in the Company’s pension account during the six months ended June 30, 2007 (unaudited) and the year ended December 31, 2006 are summarized as follows:

   
June 30, 2007
 
December 31, 2006
 
Balance at beginning of the period
 
$
3,266,867
 
$
2,653,064
 
Amounts provided during the period
   
622,485
   
1,287,609
 
Settlement during the period
   
(554,064
)
 
(789,265
)
Foreign currency translation
   
85,970
   
115,459
 
Balance at end of period
 
$
3,421,258
 
$
3,266,867
 

12. TAXES PAYABLE

The Company’s taxes payable at June 30, 2007 (unaudited) and December 31, 2006 are summarized as follows:

   
June 30, 2007
 
December 31, 2006
 
Value-added tax payable 
 
$
5,897,966
 
$
6,274,698
 
Income tax payable*
   
1,657,037
   
(362,267
)
Other tax payable
   
67,566
   
1,931
 
Balance at the end of the period
 
$
7,622,569
 
$
5,914,362
 
 
*The Company’s subsidiaries registered in the PRC are subject to state and local income taxes within the PRC at the applicable tax rate 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. The Company’s PRC subsidiaries are generally subject to enterprise income tax at a statutory rate of 33%, which comprises 30% national income tax and 3% local income tax.
 
18


On January 1, 1996, one of the subsidiaries of the Company, Jiulong, was granted an enterprise income tax holiday of a 100% enterprise income tax exemption for two years commencing from 1996, and a 50% enterprise national income tax deduction and a 100% local income tax deduction for the next nine years thereafter, from 1998 to 2006, for income tax purposes. In 2007, Jiulong continued to be granted a 100% local income tax deduction.

On January 1, 1999, one of the subsidiaries of the Company, Henglong, was granted an enterprise income tax holiday of a 100% enterprise income tax exemption for two years commencing from 1999, and a 50% enterprise national income tax deduction and a 100% local income tax deduction for the next nine years thereafter, from 2001 to 2009, for income tax purposes.

On January 1, 2003, one of the subsidiaries of the Company, Shenyang, was granted an enterprise income tax holiday of a 100% enterprise income tax exemption for two years commencing from 2003, and a 75% enterprise national income tax deduction and a 100% local income tax deduction for the next three years thereafter, from 2005 to 2007, for income tax purposes.

On January 1, 2004, one of the subsidiaries of the Company, Zhejiang, was granted an enterprise income tax holiday of a 100% enterprise income tax exemption for two years commencing from 2004, and a 50% enterprise national income tax deduction and a 50% local income tax deduction for the next three years thereafter, from 2006 to 2008, for income tax purposes.

USAI, Wuhu, Jielong and Hengsheng are at their start up stage and accordingly, there is no assessable profit for the period ended June 30, 2007 subject to PRC enterprise income tax.

No provision for Hong Kong tax is made as Jilong and Great Genesis are both investment holding companies, and have no assessable income in Hong Kong for the six months ended June 30, 2007 and the year ended December 31, 2006.

No provision for US tax is made as the Company has no assessable income in the US for the six months ended June 30, 2007 and the year ended December 31,2006.

The Company’s activities of income taxes during the six months ended June 30, 2007 (unaudited) and the year ended December 31, 2006 are summarized as follows:

   
June 30, 2007
 
December 31, 2006
 
Tax rate
   
7.5%-30.0
%
 
7.5%-16.5
%
Balance at beginning of the period(a)
 
$
(362,267
)
$
(624,707
)
Add: additions during the period-
             
Accrual taxation
   
2,887,887
   
2,597,189
 
Less: decrease during the period-
             
Income tax refund (b)
   
(526,272
)
 
(928,108
)
Settlement during the period
   
(366,832
)
 
(1,382,614
)
Foreign currency translation
   
24,521
   
(24,027
)
Balance at the end of the period
 
$
1,657,037
 
$
(362,267
)

(a) At the end of the fiscal year, the Company must pay income tax in advance, and the government will settle with the Company within the three months after the end of the fiscal year.

(b) For the six months ended June 30, 2007 and the year ended December 31, 2006, two of the Company’s Sino-foreign joint ventures received an income tax benefit of $526,272 and $928,108, respectively, for purchase of domestic equipment, which has been reflected as a reduction to income tax expense in the respective period of the Company’s consolidated statements of operations.
 
19


13. AMOUNTS DUE TO SHAREHOLDERS/DIRECTORS

The Company’s activities in the amounts due to shareholders/directors during the six moths ended June 30, 2007 (unaudited) and the year ended December 31, 2006 are summarized as follows:

   
June 30, 2007
 
December 31, 2006
 
Balance at the beginning of period
 
$
358,065
 
$
766,642
 
Decrease during the reporting period 
   
   
(429,061
)
Foreign currency translation
   
12,015
   
20,484
 
Balance at end of period
 
$
370,080
 
$
358,065
 

The amounts due to shareholders/directors were unsecured, interest-free and repayable on demand.

14. MINORITY INTERESTS

The Company’s activities in respect of the amounts of the minority interests’ equity during the six months ended June 30, 2007 (unaudited) and the year ended December 31, 2006 are summarized as follows:

   
June 30, 2007
 
December 31, 2006
 
Balance at beginning of the period
 
$
23,112,667
 
$
21,751,043
 
Add: Additions during the period-
             
contribution by minority shareholders
   
   
2,332,470
 
Minority interest’s income
   
4,300,076
   
5,545,350
 
Increase in connection with minority shareholders’ abandonment of all its right and interest in Joint-venture.
   
32,916
   
 
Foreign currency translation
   
570,140
   
1,468,787
 
Less: decrease during the period-
             
Dividends declared to the minority interest holders of Joint-venture companies
   
(2,386,380
)
 
(7,984,983
)
Decrease in minority interests as a result of minority shareholders' withdrawal from Joint-venture
   
(2,830,545
)
 
 
Balance at end of period
 
$
22,798,874
 
$
23,112,667
 

As of March 20, 2007, Great Genesis, Hongxi and Sensor entered into an agreement, which led to Sensor’s withdrawal from USAI, its withdrawal of intangible assets, and abandonment of all its right and interest in USAI. Please see Note 1.
 
20


The calculation of the withdrawal of Sensor is summarized as follows:
 
       
Sensor’s
 
Additional paid-in capital
 
   
Equity of USAI (before Sensor’s withdrawal at March 20, 2007)
 
Withdrawal of equity in USAI
 
Carrying value of intangible assets withdrawn
 
Abandoned interest
 
The Company’s
 
Hongxi’s
 
   
a
 
b
 
c
 
d=b-c
 
e=d*85.71%
 
f=d*14.29%
 
Additional paid-in capital
 
$
4,337,291
 
$
3,000,000
 
$
2,600,204
 
$
399,796
 
$
342,665
 
$
57,131
 
Foreign currency translation
   
219,927
   
183,923
   
   
183,923
   
157,640
   
26,283
 
Stockholders' deficit
   
(1,177,928
)
 
(353,378
)
 
   
(353,378
)
 
(302,880
)
 
(50,498
)
Equity
 
$
3,379,290
 
$
2,830,545
 
$
2,600,204
 
$
230,341
 
$
197,425
 
$
32,916
 

Sensor’s withdrawal from USAI, its withdrawal of intangible assets, and abandonment of all its right and interest in USAI, was charged to minority interests of $2,830,545, and credited to intangible assets of $2,600,204. The abandoned interest of $230,341, recognized as additional paid-in capital of USAI, was credited into additional paid-in capital and minority interests of $197,425 and $32,916, respectively.

15. SHARE CAPITAL

The Company’s activities in its share capital account during the six months ended June 30, 2007 (unaudited) and the year ended December 31, 2006 are summarized as follows:

   
June 30, 2007
 
December 31, 2006
 
   
Common Stock
 
Par Value
 
Common Stock
 
Par Value
 
Balance at beginning of the period
   
23,851,581
 
$
2,385
   
22,574,543
 
$
2,257
 
Add: Additions during the period
                         
Issuance of common stock for cash in accordance with the standby equity distribution agreement with Cornell Capital Partners, LP
   
108,121
   
11
   
1,216,675
   
122
 
Exercise of stock option by independent directors
   
   
   
22,500
   
2
 
Commissions and placement agent fee payable in accordance with the standby equity distribution agreement with Cornell Capital Partners, LP
   
   
   
37,863
   
4
 
Balance at end of period
   
23,959,702
 
$
2,396
   
23,851,581
 
$
2,385
 
 
On January 17, 2007, the Company raised gross amounts of $1,200,000 in a private placement (PIPE) to Cornell Capital Partners, LP (“Investor”) by issuing 108,121 shares of common stock.
 
21


16. ADDITIONAL PAID-IN CAPITAL

The Company’s activities in the Company’s additional paid-in capital account during the six months ended June 30, 2007 (unaudited) and the year ended December 31, 2006 are summarized as follows:

   
June 30, 2007
 
December 31, 2006
 
Balance at beginning of the period
 
$
28,651,959
 
$
18,146,722
 
Add: Additions during the period-
           
Issuance of common stock for cash in accordance with the standby equity distribution agreement with Cornell Capital Partners, LP. Please see Note 15.
   
1,199,989
   
10,899,872
 
Exercise of stock option by independent directors
   
   
101,248
 
Issuance of stock options to independent directors
   
   
131,625
 
Issuance of common stock in accordance with the standby equity distribution agreement with Cornell Capital Partners, LP
   
   
449,996
 
Issuance of common stock warrants in accordance with the standby equity distribution agreement with Cornell Capital Partners, LP
   
   
832,639
 
Increase in connection with minority shareholders’ abandonment of all its right and interest in Joint-venture. (Please see Note 14.)
   
197,425
   
 
Less: decreases during the period
             
Payment of commissions and placement agent fee by issuance of common stock in accordance with the standby equity distribution agreement with Cornell Capital Partners, LP
   
   
(449,996
)
Payment of commissions and placement agent fee by issuance of common stock warrants in accordance with the standby equity distribution agreement with Cornell Capital Partners, LP
   
   
(832,639
)
Cash paid for retaining fee, commissions and placement agent fee in connection with offering. (Please see Note 15.)
   
(54,500
)
 
(627,504
)
Payment of commissions and placement agent fee by issuance of common stock in accordance with the standby equity distribution agreement with Cornell Capital Partners, LP
   
   
(4
)
Balance at end of period
 
$
29,994,873
 
$
28,651,959
 
 
17. SIGNIFICANT CONCENTRATIONS

The Company grants credit to its customers, generally on an open account basis.  The Company’s customers are all located in the PRC.

During the six months ended June 30, 2007 (unaudited), the Company’s ten largest customers accounted for 75.6% of the Company’s consolidated net sales, with each of four customers individually accounting for more than 10% of consolidated net sales, i.e. 17.6%, 12.4%, 12.0% and 10.7% individually, or an aggregate of 52.7%.  At June 30, 2007, approximately 37.1% of accounts receivable were from trade transactions with the aforementioned four customers.

During the six months ended June 30, 2006 (unaudited), the Company’s ten largest customers accounted for 75.3% of the Company’s consolidated net sales, with each of four customers individually accounting for more than 10% of consolidated net sales, i.e. 16.2%, 14.1%, 12.3% and 11.1% individually, or an aggregate of 53.7%.  At June 30, 2006, approximately 36.2% of accounts receivable were from trade transactions with the aforementioned four customers.

18. RELATED PARTY TRANSACTIONS AND BALANCES

Related party transactions with companies with common directors are as follows:

Related sales: 

   
Six Months Ended June 30
 
   
2007
 
2006
 
Merchandise Sold to Related Parties (unaudited)
 
$
2,075,828
 
$
1,377,739
 
 
22

 
Related purchases (unaudited): 

   
Six Months Ended June 30
 
   
2007
 
2006
 
Materials Purchased from Related Parties
 
$
2,466,434
 
$
1,330,202
 
Technology Purchased from Related Parties
   
64,103
   
188,640
 
Equipment Purchased from Related Parties
   
294,836
   
199,476
 
Total
 
$
2,825,373
 
$
1,718,318
 

Related receivables (June 30, 2007 unaudited):

   
June 30, 2007
 
December 31, 2006
 
Accounts receivable
 
$
1,850,422
 
$
1,770,933
 
Other receivables
   
811,653
   
738,510
 
Total
 
$
2,662,075
 
$
2,509,443
 

Related advances (June 30, 2007 unaudited):

   
June 30, 2007
 
December 31, 2006
 
Advanced Equipment Payment to Related Parties
 
$
1,315,243
 
$
488,873
 
Advanced Expenses and Others to Related Parties
   
223,684
   
487,333
 
Total
 
$
1,538,927
 
$
976,206
 

Related payables:

   
June 30, 2007
 
December 31, 2006
 
Accounts payable  (June 30, 2007 unaudited)
 
$
987,473
 
$
640,405
 

These transactions were consummated under similar terms as those with the Company's customers and suppliers.
 
23


19. COMMITMENTS AND CONTINGENCIES:

Legal Proceedings - The Company is not currently a party to any threatened or pending legal proceedings, other than incidental litigation arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.

The following table summarizes the Company‘s major contractual payment obligations and commitments as of June 30, 2007 (unaudited):

   
Payment Obligations by Period
 
   
2007(a)
 
2008
 
2009
 
2010
 
Thereafter
 
Total
 
Obligations for service agreements
 
$
 
$
110,000
 
$
110,000
 
$
110,000
 
$
110,000
 
$
440,000
 
Obligations for purchasing agreements
   
5,423,726
   
1,281,332
   
   
   
   
6,705,058
 
Total
 
$
5,423,726
 
$
1,391,332
 
$
110,000
 
$
110,000
 
$
110,000
 
$
7,145,058
 
 
(a) Remaining six months in 2007
 
20. OFF-BALANCE SHEET ARRANGEMENTS

At June 30, 2007 and 2006, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

21. 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.

During the three months and six months ended June 30, 2007 (unaudited), the Company had nine product sectors, five of them were principal profit makers, which were reported as separate sectors which engaged in the production and sales of power steering (Henglong), power steering (Jiulong), power steering (Shenyang), power pumps (Zhejiang), and power steering (Wuhu). The other four sectors which were established in 2005, 2006, 2007 and 2007 respectively, engaged in the production and sales of sensor modular (USAI), electronic power steering (Jielong), power steering (Hengsheng), and provider of after sales and R&D services (HLUSA).Since the revenues, net income and net assets of these four sectors are less than 10% of its segment in the consolidated statement, the Company incorporated these four sectors into “other sectors”.

During the three months and six months ended June 30, 2006 (unaudited), the Company had seven product sectors, four of them were principal profit makers, which were reported as separate sectors which engaged in the production and sales of power steering for cars (Henglong), power steering for trucks (Jiulong), power steering for light duty vehicles (Shenyang), and power pumps (Zhejiang). To conform with the year 2007, power steering (Wuhu) was reported separately. The other two sectors which were established in 2005 and 2006 respectively, engaged in the production and sales of sensor modular (USAI), and electronic power steering (Jielong).Since the revenues, net income and net assets of these two sectors are less than 10% of its segment in the consolidated statement, the Company incorporated these three sectors into “other sectors”
 
24


The Company’s product sectors information is as follows:

   
Henglong
 
Jiulong
 
Shenyang
 
Zhejiang
 
Wuhu
 
Other Sectors
 
Other (1)
 
Total
 
For the Three Months Ended:
     
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2007
                                 
Revenue
                                 
Net product sales - external
 
$
11,227,899
 
$
9,929,409
 
$
5,623,382
 
$
3,528,630
 
$
5,989,690
 
$
13,328
 
$
 
$
36,312,338
 
Net product sales - internal
   
9,271,479
   
794,417
   
808,420
   
21,423
   
   
   
(10,895,739
)
 
 
Gain on other sales and other income - external
   
106,461
   
32,405
   
10,176
   
(1,619
)
 
2,499
   
(579
)
 
(1,350
)
 
147,993
 
Total revenue
 
$
20,605,839
 
$
10,756,231
 
$
6,441,978
 
$
3,548,434
 
$
5,992,189
 
$
12,749
   
($10,897,089
)
$
36,460,331
 
Net income
 
$
2,057,464
 
$
770,313
 
$
606,730
 
$
545,066
 
$
(150,304
)
$
(165,395
)
$
(1,208,720
)
$
2,455,154
 
                                                   
June 30, 2006
                                                 
Revenue
                                                 
Net product sales - external
   
11,670,227
   
6,040,117
   
4,083,729
   
2,844,383
 
$
   
109,456
 
$
   
24,747,912
 
Net product sales - internal
   
2,433,500
   
1,159,712
   
246,628
   
103,829
   
   
   
(3,943,669
)
 
 
Gain on other sales and other income - external
   
42,599
   
62,138
   
5,741
   
8,693
   
   
   
(1,284
)
 
117,887
 
Total revenue
 
$
14,146,326
 
$
7,261,967
 
$
4,336,098
 
$
2,956,905
 
$
 
$
109,456
 
$
(3,944,953
)
$
24,865,799
 
Net income
 
$
876,720
 
$
94,467
 
$
350,431
 
$
279,214
 
$
 
$
(242,827
)
$
(606,369
)
$
751,636
 


   
Henglong
 
Jiulong
 
Shenyang
 
Zhejiang
 
Wuhu
 
Other Sectors
 
Other (1)
 
Total
 
For the Six Months Ended:
     
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2007
                                 
Revenue
                                 
Net product sales - external
 
$
21,773,617
 
$
17,350,790
 
$
8,940,966
 
$
6,785,961
 
$
8,919,539
 
$
24,857
 
$
 
$
64,695,730
 
Net product sales - internal
   
15,650,556
   
1,888,812
   
1,411,688
   
30,152
   
   
   
(18,981,208
)
 
 
Gain on other sales and other income - external
   
220,638
   
64,455
   
18,369
   
(4,165
)
 
2,499
   
(579
)
 
(2,668
)
 
298,549
 
Total revenue
 
$
37,644,811
 
$
19,304,057
 
$
10,371,023
 
$
6,811,948
 
$
9,822,038
 
$
24,278
   
($18,983,876
)
$
64,994,279
 
Net income
 
$
3,507,777
 
$
1,542,694
 
$
964,736
 
$
824,924
 
$
(456,249
)
$
(235,462
)
$
(2,050,165
)
$
4,098,255
 
                                                   
June 30,2006
                                                 
Revenue
                                                 
Net product sales - external
 
$
22,087,564
 
$
11,408,760
 
$
7,528,507
 
$
4,577,614
 
$
 
$
109,919
 
$
 
$
45,712,364
 
Net product sales - internal
   
3,530,548
   
1,411,916
   
341,391
   
398,287
   
   
   
(5,682,142
)
 
 
Gain on other sales and other income - external
   
95,266
   
84,556
   
13,675
   
9,934
   
   
   
(2,205
)
 
201,226
 
Total revenue
 
$
25,713,378
 
$
12,905,232
 
$
7,883,573
 
$
4,985,835
 
$
 
$
109,919
 
$
(5,684,347
)
$
45,913,590
 
Net income
 
$
1,399,515
 
$
544,411
 
$
509,675
 
$
387,379
 
$
 
$
(301,691
)
$
(693,255
)
$
1,846,034
 
 
(1) Other includes activity not allocated to the product sectors and elimination of inter-sector transactions.
 
25


22. SUBSEQUENT EVENTS 
 
None

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995:

This Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007 contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended.  Generally, the words “believes”, “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements which include, but are not limited to, statements concerning the Company’s expectations regarding its working capital requirements, financing requirements, business prospects, and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts.  Such statements are subject to certain risks and uncertainties, including the matters set forth in this Quarterly Report or other reports or documents the Company files with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected.  Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof.  The Company undertakes no obligation to update these forward-looking statements.  In addition, the forward-looking statements in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007 involve known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of the Company to differ materially from those expressed in or implied by the forward-looking statements contained herein.  Please see the discussion on risk factors in Item 1A of Part II of this quarterly report on Form 10-Q.

GENERAL OVERVIEW:

China Automotive Systems, Inc., “China Automotive”, was incorporated in the State of Delaware on June 29, 1999 under the name 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, through its Sino-foreign joint ventures described below, is primarily engaged in the manufacture and sale of automotive systems and components in the People’s Republic of China, the “PRC” or “China”, as described below.

Great Genesis Holding Limited, a company incorporated on January 3, 2003 under The Companies Ordinance in Hong Kong as a limited liability company, “Great Genesis”, is a wholly-owned subsidiary of the Company.  Ji Long Enterprise Investment Limited was incorporated on October 8, 1992 under the Companies Ordinance in Hong Kong as a limited liability company, “Ji Long”. Ji Long is an investment holding company. Effective March 4, 2003, all of the shareholders of Ji Long exchanged their 100% shareholder interest for a 100% shareholder interest in Great Genesis, as a result of which Ji Long became a wholly-owned subsidiary of Great Genesis.

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.
 
26


The Company owns the following aggregate net interests in the following Sino-foreign joint ventures organized in the PRC as of June 30, 2007 and 2006 (unaudited).

 
 
Percentage Interest
 
Name of Entity
 
June 30, 2007
 
June 30,2006
 
Shashi Jiulong Power Steering Gears Co., Ltd., "Jiulong"
   
81.00
%
 
81.00
%
Jingzhou Henglong Automotive Parts Co., Ltd., "Henglong"
   
44.50
%
 
44.50
%
Shenyang Jinbei Henglong Automotive Steering System Co., Ltd., ”Shenyang"
   
70.00
%
 
70.00
%
Zhejiang Henglong & Vie Pump-Manu Co., Ltd., "Zhejiang"
   
51.00
%
 
51.00
%
Universal Sensor Application Inc., “USAI”
   
85.71
%
 
60.00
%
Wuhan Jielong Electric Power Steering Co., Ltd., “Jielong”
   
85.00
%
 
85.00
%
Wuhu HengLong Automotive Steering System Co., Ltd., “Wuhu”
   
77.33
%
 
77.33
%
Jingzhou Hengsheng Automotive System Co., Ltd, “Hengsheng”
   
100.00
%
 
 
 
Jiulong was established in 1993 and mainly engaged in the production of integral power steering gears for heavy-duty vehicles.

Henglong was established in 1997 and mainly engaged in the production of rack and pinion power steering gears for cars and light duty vehicles.

Shenyang was established in 2002 and focuses on power steering parts for light duty vehicles.

Zhejiang was established in 2002 to focus on power steering pumps.

On April 12, 2005, Great Genesis entered into a Joint-venture agreement with Shanghai Hongxi Investment Inc., “Hongxi”, a company controlled by Mr. Hanlin Chen, the Company’s Chairman, and Sensor System Solution Inc., “Sensor”, to establish a joint venture, Universal Sensor Application Inc., “USAI”, in the Wuhan East Lake development zone to engage in production and sales of sensor modulars. The registered capital of the Joint-venture is $10 million. Great Genesis and Hongxi intended to invest $6 million and $1 million, respectively, including cash and land and building, which would account for 60% and 10% of the total registered capital, respectively. Sensor would invest $3 million in technology, accounting for 30% of the total registered capital. As of March 20, 2007, the three parties of USAI, Great Genesis, Hongxi, Sensor, entered into an agreement, which led to Sensor’s withdrawal from USAI and abandonment of all its rights and interests in USAI. The registered capital of the Joint-venture has changed to $7,000,000, with 85.71% owned by the Company, 14.29% owned by Hongxi. Since the withdrawal of intangible assets, another technology supplier is being sought.

On April 14, 2006, Great Genesis entered into a Joint-venture agreement with Hong Kong Tongda, “Tongda”, to establish a joint venture, Wuhan Jielong Electric Power Steering Co., Ltd., “Jielong”, in the Wuhan East Lake development zone. Jielong is mainly engaged in the production and sales of electric power steering, “EPS”. The registered capital of the Joint-venture is $6 million. Great Genesis and Tongda will invest $5,100,000 and $900,000, respectively, amounting to 85% and 15% of the total registered capital, respectively.

On March 31, 2006, as amended on May 2, 2006, Great Genesis, entered into a Joint-venture agreement with Wuhu Chery Technology Co., Ltd., “Chery Technology”, to establish a Joint-venture, Wuhu Henglong Automotive Steering System Co., Ltd., “Wuhu”, in the Wuhu Technological Development Zone. Wuhu is mainly engaged in the production and sales of automobile steering system. The registered capital of the Joint-venture is $3,750,387, the equivalent of RMB 30,000,000. Great Genesis and Chery Technology invested $2,900,300, the equivalent of RMB 23,200,000, and $848,938, the equivalent of RMB 6,800,000, respectively, which accounts for 77.33% and 22.67% of the total registered capital, respectively.

On March 7, 2007, Great Genesis established a wholly-owned subsidiary, Jingzhou Hengsheng Automotive Systems Co., Ltd, “Hengsheng”, to engage in production and sales of automotive steering systems. The registered capital of Hengsheng is $10,000,000.
 
27


CRITICAL ACCOUNTING POLICIES: 

The Company prepares its condensed 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 date of the financial statements and the reported amount of revenues and expenses during the reporting period. 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 condensed consolidated financial statements.
 
We consider an accounting estimate to be critical if:
 
· It requires us to make assumptions about matters that were uncertain at the time we were making the estimate, and
 
· Changes in the estimate or different estimates that we could have selected would have had a material impact on our financial condition or results of operations.
 
The table below presents information about the nature and rationale for the Company critical accounting estimates: 

Balance Sheet Caption
 
Critical Estimate Item
 
Nature of Estimates Required
 
Assumptions/Approaches Used
 
Key Factors
Accrued liabilities and other long-term liabilities
 
Warranty obligations
 
Estimating warranty requires us to forecast the resolution of existing claims and expected future claims on products sold. VMs are increasingly seeking to hold suppliers responsible for product warranties, which may impact our exposure to these costs.
 
We base our estimate on historical trends of units sold and payment amounts, combined with our current understanding of the status of existing claims and discussions with our customers.
 
· VM (Vehicle Manufacturer) 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
 
We are required from time-to-time to review the recoverability of certain of our assets based on projections of anticipated future cash flows, including future profitability assessments of various product lines.
 
We estimate 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
                 
Accounts and notes receivables
 
Provision for doubtful accounts and notes receivable
 
Estimating the provision for doubtful accounts and notes receivable require the Company to analyze and monitor each customer’s credit standing and financial condition regularly. The Company grants credit to its customers, generally on an open account basis. It will material adverse effect the Company’s cost disclosure if such assessment were improper.
 
The Company grants credit to its customers for three to four months based on each customer’s current credit standing and financial data. The Company assesses allowance on an individual customer basis, under normal circumstances; the Company does not record any provision for doubtful accounts for those accounts receivable amounts which were in credit terms. For those receivables out of credit terms, certain proportional provision, namely 25% to 100%, will be recorded based on respective overdue terms.
 
 
· Customers’ credit standing and financial condition
 
In addition, there are other items within our financial statements that require estimation, but are not as critical as those discussed above. These include the allowance for reserves for excess and obsolete inventory. Although not significant in recent years, changes in estimates used in these and other items could have a significant effect on our consolidated financial statements.
 
28


RESULTS OF OPERATIONS——THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2007 AND 2006:

The following table sets forth for the periods indicated certain items from the Company's Consolidated Statements of Income expressed as a percentage of net sales and the percentage change in the dollar amount of each such item from that in the indicated previous year.
 
   
Percentage on net sales
 
Change in percentage
 
 
 
Three months ended June 30
 
Six months ended June 30
 
2006 to 2007
 
 
 
2007
 
2006
 
2007
 
2006
 
Three months
 
Six months
 
Net sales
   
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
 
46.7
%
 
41.5
%
Cost of sales
   
66.7
   
62.5
   
67.1
   
64.5
   
56.5
   
47.2
 
Gross profit
   
33.3
   
37.5
   
32.9
   
35.5
   
30.4
   
31.3
 
Gain on other sales (a)
   
0.4
   
0.5
   
0.4
   
0.4
   
25.5
   
29.7
 
Less: operating expenses -
                                     
Selling expenses (a)
   
7.7
   
9.6
   
6.8
   
8.5
   
17.9
   
13.6
 
General and administrative expenses (a)
   
5.7
   
9.5
   
5.5
   
9.6
   
(11.5
)
 
(18.2
)
R & D expenses
   
1.3
   
1.0
   
0.9
   
1.0
   
86.4
   
33.3
 
Depreciation and amortization
   
2.6
   
5.1
   
2.8
   
4.2
   
(25.4
)
 
(5.9
)
Total operating expenses
   
17.3
   
25.2
   
16.0
   
23.3
   
0.9
   
(2.2
)
Operating income
   
16.4
   
12.6
   
17.3
   
12.6
   
89.0
   
93.1
 
Other income (a)
   
0.0
   
0.0
   
0.1
   
0.0
   
0.0
   
6,061.6
 
Financial expenses
   
0.0
   
(0.7
)
 
(0.6
)
 
(1.1
)
 
(90.7
)
 
(19.6
)
Income before income tax
   
16.4
   
11.9
   
16.8
   
11.5
   
99.8
   
104.8
 
Income tax
   
2.9
   
3.4
   
3.7
   
2.3
   
25.5
   
124.6
 
Income before minority interests
   
13.5
   
8.5
   
13.1
   
9.2
   
129.6
   
99.9
 
Minority interests
   
6.6
   
5.5
   
6.6
   
5.2
   
76.2
   
82.5
 
Net income
   
6.9
%
 
3.0
%
 
6.5
%
 
4.0
%
 
226.6
%
 
122.0
%
 
(a) For the convenience of comparability, the Company has reclassified warranty expenses from general and administrative expenses into after-sales service under selling expenses, and part of non-operating income which was attributable to operating income into Gain on other sales, to be consistent with the presentation of its financial statement for the three months and six months ended June 30, 2007.
 
29


THREE MONTHS ENDED JUNE 30, 2007 AND 2006

NET SALES:

Net sales were $36,312,338 for the three months ended June 30, 2007, as compared to $24,747,912 for the three months ended June 30, 2006, an increase of $11,564,426 or 46.7%.  The increase in net sales in 2007 as compared to 2006 was a result of the following factors:

(1) Increases in the income of Chinese residents and the growth of consumption led to an increase in the sales of passenger vehicles and an increase in the Company’s sales of steering gear and pumps. As a result, sales of steering gear and pumps for domestic passenger vehicles for the three months ended June 30, 2007 increased 45.0% and 24.1% over the same period of 2006, respectively.

(2) Increased investments and business activities in China led to an increase in sales of commercial vehicles. For the three months ended June 30, 2007, sales of steering gears and accessories for commercial vehicles increased by 64.4% as compared to the same period of 2006.

(3) The Company has raised the technological contents in and production efficiency of its products as a result of technological improvement to its production lines, allowing the Company to reduce its costs and, correspondingly, its sales prices which led to increased sales volumes.
 
GROSS PROFIT

For the three months ended June 30, 2007, gross profit was $12,093,806, as compared to $9,271,145 for the three months ended June 30, 2006, an increase of $2,822,661 or 30.4%. 

The increase in sales contributed to an increase of $4,136,082 in gross profit, a decrease in unit cost resulted in an increase of $484,729 in gross profit, which was partially offset by a decrease in selling prices which resulted in a decrease of $1,798,150 in gross profit.

Gross margin was 33.3% for the three months ended June 30, 2007, a decrease of 4.2% from 37.5% for the same period of 2006.  The decrease reflects a decrease in selling prices which was partially offset by a cost decrease.  The decrease in gross profit was consistent with the Company’s expectation that the sales price of automotive parts would fall approximately by 5%-7% during 2007 as compared to 2006.  The Company plans to take the following measures in the remaining six months of 2007 to reduce costs and to meet its yearly gross margin target of not less than 30%:
 
30

 
1. Reduce manufacturing costs by optimizing product design and production techniques. During 2007, the Company’s technical personnel will improve product design and production techniques to reduce wastage in the production process and improve manufacturing efficiency, thus reducing costs. The Company estimates the manufacturing costs will be reduced by 1.5% as compared to 2006 as a result of the optimized product design and production techniques.

2. Reduce the cost of raw materials. In 2007, the Company plans to continue controlling the costs of raw materials in two ways: Firstly, volume purchase of major raw materials will be made through a bidding process, and for purchases of other smaller quantities of non major materials, “target prices” will be set to guide such purchases. Secondly, the Company will set “target profit” to further control purchase cost of raw materials. The Company estimated that material cost will be reduced by 1.6% as a result of these measures.

GAIN ON OTHER SALES

Gain on other sales consisted of net amount retained from sales of materials and other assets. For the three months ended June 30, 2007, gain on other sales were $147,993, as compared to $117,887 for the same period of 2006, an increase of $30,106 or 25.5%, mainly due to increased sales of materials.

SELLING EXPENSES

Selling expenses were $2,813,166 for the three months ended June 30, 2007, as compared to $2,386,902 for the same period of 2006, an increase of $426,264 or 17.9%. Material increases were in salaries and wages expense and warranty, with an increase of 46.2% and 26.5%, respectively. 

The increase in salaries and wages expense was due to an increase of 46.7% in net sales for the three months ended June 30, 2007 as compared to the same period of 2006, so that accrued salaries, wages and bonuses, which is a percentage of net sales paid to sales staff, also increased accordingly.

The increase in warranty expense was due to an increase of 46.7% in sales for the three months ended June 30, 2007, as compared to the same period of 2006, so that the warranty reserve recorded also increased accordingly.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses were $2,080,578 for the three months ended June 30, 2007, as compared to $2,352,153 for the same period of 2006, a decrease of $271,575 or 11.5%.

There was a material decrease in the provision for doubtful accounts.  The Company grants credit to its customers, generally on an open account basis. Credit terms, based on each customer’s historical credit standing, is three to four months. In normal circumstances, the Company does not record any provision for doubtful accounts for those accounts receivable amounts which were in credit. For those receivables in excess of normal credit terms, a provision has been recorded accordingly. During the three months ended June 30, 2007, the Company further tightened its credit control, leading to a decreased accounts receivable balance, thus recovering part of the provision for doubtful accounts recorded in prior years.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses were $468,517 for the three months ended June 30, 2007, as compared to $251,394 for the three months ended June 30, 2006, an increase of $217,123 or 86.4%, as a result of additional R&D expenses on steering development for a domestic automotive manufacturer.

DEPRECIATION AND AMORTIZATION EXPENSE

For the three months ended June 30, 2007, the depreciation and amortization expense excluding those recorded in cost of sales, was $935,173, as compared to $1,253,604 for the three months ended June 30, 2006, a decrease of $318,431 or 25.4%, as a result of decreased amortization expenses of intangible assets and other long-term assets.

INCOME FROM OPERATIONS

Income from operations was $5,944,365 for the three months ended June 30, 2007, as compared to $3,144,979 for the three months ended June 30, 2006, an increase of $2,799,386 or 89.0%, as a result of an increase of $2,822,661 or 30.43% in gross profit, an increase of $30,106 or 25.5% in gain on other sales, and netting off an increase of $53,381 or 0.9% in operating expenses.
 
31


FINANCIAL EXPENSES

Financial expenses were $16,495 for the three months ended June 30, 2007, as compared to $177,477 for the three months ended June 30, 2006, a decrease of $160,982 or 90.7%, primarily result of a decreased bank loan and note discount expenses.

INCOME BEFORE INCOME TAXES

Income before income taxes was $5,927,870 for the three months ended June 30, 2007, as compared to $2,967,502 for the three months ended June 30, 2006, an increase of $2,960,368 or 99.8%, as a result of an increase in income from operations of $2,799,386 or 89.0%, and a decrease in financial expenses of $160,982 or 90.7%.

INCOME TAXES

Income taxes expense was $1,067,535 for the three months ended June 30, 2007, as compared to $850,739 for the three months ended June 30, 2006, an increase of $216,796 or 25.5%, mainly because of:

1. Increased income before income taxes resulted in increased income taxes of $415,350.

2. The Company has received an income tax refund of $526,272 for domestic equipment purchased during the three months ended June 30, 2007, which has been reflected as a reduction to income tax expense in the Company’s consolidated statements of operations. In the same period of 2006, the Company did not receive any income tax refund.

3. One of the Company’s Sino-foreign joint ventures, Jiulong enjoyed its 50% state tax exemption up to December 31, 2006. During the three months ended June 30, 2007, Jiulong was subject to an income tax rate of 30%, that was increased from 15%. This increase in income tax rate led to an increased income tax of $327,718.

INCOME BEFORE MINORITY INTERESTS  

Income before minority interests was $4,860,335 for the three months ended June 30, 2007, as compared to $2,116,763 for the three months ended June 30, 2006, an increase of $2,743,572 or 129.6%, as a result of an increase in income before income taxes of $2,960,368 or 99.8%, and an increase in income taxes of $216,796 or 25.5%.

MINORITY INTERESTS

Minority interests in the earnings of the Sino-foreign Joint-ventures amounted to $2,405,181 for the three months ended June 30, 2007, as compared to $1,365,128 for the three months ended June 30, 2006, an increase of $1,040,053 or 76.2%.

The Company owns different equity interests in eight Sino-foreign joint ventures, through which it conducts its operations. All the operating results of these eight Sino-foreign joint ventures were consolidated in the Company’s financial statements of June 30, 2007 and 2006. The Company records the minority interests' share in the earnings of the respective Sino-foreign joint ventures for each period.

In 2007, minority interest increased significantly as compared to 2006, primarily as income from Henglong, one of the Company’s joint ventures, which was owned 55.5% by minority interest holders increased significantly.

NET INCOME

Net income was $2,455,154 for the three months ended June 30, 2007, as compared to a net income of $751,636 for the three months ended June 30, 2006, an increase of $1,703,518 or 226.6%, as a result of an increase in income before minority interest of $2,743,572 or 129.6%, and an increase in minority interest of $1,040,053 or 76.2%.

SIX MONTHS ENDED JUNE 30, 2007 AND 2006

NET SALES:

Net sales were $64,695,730 for the six months ended June 30, 2007, as compared to $45,712,364 for the six months ended June 30, 2006, an increase of $18,983,366 or 41.5%.  The increase in net sales in 2007 as compared to 2006 was a result of the following factors:
   
(1) Increases in the income of Chinese residents and the growth of consumption led to an increase in the sales of passenger vehicles and an increase in the Company’s sales of steering gear and pumps. As a result, sales of steering gear and pumps for domestic passenger vehicles for the six months ended June 30, 2007 increased 36.9% and 48.2% over the same period of 2006, respectively.
 
32


(2) Increased investments and business activities in China led to an increase in sales of commercial vehicles. For the six months ended June 30, 2007, sales of steering gears and accessories for commercial vehicles increased by 52.1% as compared to the same period of 2006.

(3) The Company has raised the technological contents in and production efficiency of its products as a result of technological improvement to its production lines, allowing the Company to reduce its costs and, correspondingly, its sales prices which led to increased sales volumes.
 
GROSS PROFIT

For the six months ended June 30, 2007, gross profit was $21,285,712, as compared to $16,216,342 for the six months ended June 30, 2006, an increase of $5,069,370 or 31.3%. 

The increase in sales contributed to an increase of $6,775,034 in gross profit, a decrease in unit cost resulted in an increase of $560,673 in gross profit, which was partially offset by a decrease in selling prices which resulted in a decrease of $2,266,337 in gross profit.

Gross margin was 32.9% for the six months ended June 30, 2007, a decrease of 2.6% from 35.5% for the same period of 2006.  The decrease reflects a decrease in selling prices which was partially offset by a cost decrease.  The decrease in gross profit was consistent with the Company’s expectation that the sales price of automotive parts would fall approximately by 5%-7% during 2007 as compared to 2006.  The Company plans to take the following measures in the remaining six months of 2007 to reduce costs and to meet its yearly gross margin target of not less than 30%:

1. Reduce manufacturing costs by optimizing product design and production techniques. During 2007, the Company’s technical personnel will improve product design and production techniques to reduce wastage in the production process and improve manufacturing efficiency, thus reducing costs. The Company estimates the manufacturing costs will be reduced by 1.5% as compared to 2006 as a result of the optimized product design and production techniques.

2. Reduce the cost of raw materials. In 2007, the Company plans to continue controlling the costs of raw materials in two ways: Firstly, volume purchase of major raw materials will be made through a bidding process, and for purchases of other smaller quantities of non major materials, “target prices” will be set to guide such purchases. Secondly, the Company will set “target profit” to further control purchase cost of raw materials. The Company estimated that material cost will be reduced by 1.6% as a result of these measures.

GAIN ON OTHER SALES

Gain on other sales consisted of net amount retained from sales of materials and other assets. For the six months ended June 30, 2007, gain on other sales were $260,087, as compared to $200,602 for the same period of 2006, an increase of $59,485 or 29.7%, mainly due to increased sales of materials.

SELLING EXPENSES

Selling expenses were $4,406,812 for the six months ended June 30, 2007, as compared to $3,879,390 for the same period of 2006, an increase of $527,422 or 13.6%. Material increases were in salaries and wages expense, and warranty expense, with an increase of 50.5% and 10.2%, respectively.
  
The increase in salaries and wages expense was due to an increase of 41.5% in net sales for the six months ended June 30, 2007 as compared to the same period of 2006, so that accrued salaries, wages and bonuses, which is a percentage of net sales paid to sales staff, also increased accordingly.

The increase in warranty expense was due to an increase of 41.5% in sales for the six months ended June 30, 2007 as compared to the same period of 2006, so that the warranty reserve recorded also increased accordingly.
 
33


GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses were $3,589,605 for the six months ended June 30, 2007, as compared to $4,389,690 for the same period of 2006, a decrease of $800,085 or 18.2%.

There was a material decrease in the provision for doubtful accounts.  The Company grants credit to its customers, generally on an open account basis. Credit terms, based on each customer’s historical credit standing, is three to four months. In normal circumstances, the Company does not record any provision for doubtful accounts for those accounts receivable amounts which were in credit. For those receivables in excess of credit terms, a provision has been recorded accordingly. During the six months ended June 30, 2007, the Company further tightened its credit control, leading to a decreased overdue accounts receivable balance, thus recovering part of the provision for doubtful accounts recorded in prior years.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses were $587,982 for the six months ended June 30, 2007, as compared to $441,141 for the six months ended June 30, 2006, an increase of $146,841 or 33.3%, as a result of additional R&D expenses on steering development for a domestic automotive manufacturer.

DEPRECIATION AND AMORTIZATION EXPENSE

For the six months ended June 30, 2007, the depreciation and amortization expense excluding those recorded in cost of sales, was $1,828,424, as compared to $1,942,094 for the six months ended June 30, 2006, a decrease of $113,670 or 5.9%, as a result of decreased intangible assets and other long-term assets.

INCOME FROM OPERATIONS

Income from operations was $11,132,976 for the six months ended June 30, 2007, as compared to $5,764,629 for the six months ended June 30, 2006, an increase of $5,368,347 or 93.1%, as a result of an increase of $5,069,370 or 31.3% in gross profit, an increase of $59,485 or 29.7% in gain on other sales, and a decrease of $239,492 or 2.2% in operating expenses.
 
OTHER INCOME
 
Other income was $38,462 for the six months ended June 30, 2007, as compared to $625 for the same period of 2006, an increase of $37,837, primarily as a result of increased government subsidies.

Interest subsidy means the refunds by the Chinese Government of interest charged by banks to companies which are entitled to such subsidy. This kind of subsidy applies only to loan interest related to production facilities expansion.

Whether or not a company can receive interest subsidies from the Chinese Government depends on whether the company’s technological improvement has achieved its expected goal of production expansion and quality enhancement.

FINANCIAL EXPENSES

Financial expenses were $411,492 for the six months ended June 30, 2007, as compared to $511,863 for the six months ended June 30, 2006, an increase of $100,371 or 19.6%, primarily result of a decreased bank loan and note discount expenses.

INCOME BEFORE INCOME TAXES

Income before income taxes was $10,759,946 for the six months ended June 30, 2007, as compared to $5,253,390 for the six months ended June 30, 2006, an increase of $5,506,556 or 104.8%, as a result of an increase in income from operations of $5,368,347 or 93.1%, an increase in gain on other sales of $37,838, and a decrease in financial expenses of $100,371 or 19.6%.

INCOME TAXES

Income taxes expense was $2,361,615 for the six months ended June 30, 2007, as compared to $1,051,450 for the six months ended June 30, 2006, an increase of $1,310,165 or 124.6%, mainly because of:

1. Increased income before income taxes resulted in increased income taxes of $887,905.
 
34

 
2. The Company has received an income tax refund of $526,272 and $365,793 for domestic equipment purchased during the six months ended June 30, 2007 and 2006, respectively, which has been reflected as a reduction to income tax expense in the respective period of the Company’s consolidated statements of operations.

3. One of the Company’s Sino-foreign joint ventures, Jiulong, enjoyed its 50% state tax exemption up to December 31, 2006. During the six months ended June 30, 2007, Jiulong was subject to an income tax rate of 30%, that was increased from 15%. This increase in income tax rate led to an increased income tax of $582,739.

INCOME BEFORE MINORITY INTERESTS  

Income before minority interests was $8,398,331 for the six months ended June 30, 2007, as compared to $4,201,940 for the six months ended June 30, 2006, an increase of $4,196,391 or 99.9%, as a result of an increase in income before income taxes of $5,506,556 or 104.8%, and an increase in income taxes of $1,310,165 or 124.6%.
 
MINORITY INTERESTS

Minority interests in the earnings of the Sino-foreign Joint-ventures amounted to $4,300,076 for the six months ended June 30, 2007, as compared to $2,355,907 for the six months ended June 30, 2006, an increase of $1,944,169 or 82.5%.

The Company owns different equity interests in eight Sino-foreign joint ventures, through which it conducts its operations. All the operating results of these eight Sino-foreign joint ventures were consolidated in the Company’s financial statements of June 30, 2007 and 2006. The Company records the minority interests' share in the earnings of the respective Sino-foreign joint ventures for each period.

In 2007, minority interest increased significantly as compared to 2006, primarily as income from Henglong, one of the Company’s joint ventures, which was owned 55.5% by minority interest holders increased significantly.

NET INCOME

Net income was $4,098,255 for the six months ended June 30, 2007, as compared to a net income of $1,846,034 for the six months ended June 30, 2006, an increase of $2,252,221 or 122.0%, as a result of an increase in income before minority interest of $4,196,391 or 99.9%, and an increase in minority interest of $1,944,169 or 82.5%.

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’ acceptance, issuances of capital stock and internally generated cash. As of June 30, 2007, the Company had cash and cash equivalents of $19,627,606, as compared to $19,792,500 as of June 30, 2006, a decrease of $164,894 or 0.8%.

The Company had working capital of $34,281,694 as of June 30, 2007, as compared to $24,134,914 as of June 30, 2006, an increase of $10,146,780 or 42.0%.

Financing activities:
 
For the Company’s bank loans and banker’s acceptance bill facilities, the Company’s banks require the Company to sign documents to 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, it can extend such one year facilities for another year.

The Company had bank loans maturing in less than one year of $11,447,368 and bankers’ acceptances of $12,793,307 as of June 30, 2007, including $875,943 which was not a part of the line of credit and fully mortgaged by notes receivable.

The Company currently expects to be able to obtain similar bank loans and bankers’ acceptance bills in the future if it can provide adequate mortgage security following the termination of the above mentioned agreements. 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 acceptance bills will be devalued by approximately $3,984,445. If the Company wishes to obtain the same amount of bank loans and banker's acceptance bills, it will have to provide $3,984,445 additional mortgages. The Company can obtain a reduced line of credit with a reduction of $2,243,943, if it cannot provide additional mortgages, $3,984,445 at 56% mortgage rates. The Company expects that the reduction of bank loans will not have a material adverse effect on its liquidity. As of June 30, 2007, the Company has adequate working capital, as well as $7,800,000 available under a $15,000,000 equity line through a Standby Equity Distribution Agreement with Cornell Capital Partners, LP. The Company views these capitals as providing an ample available source of back-up liquidity in case of an unanticipated event.
 
35


(a) Bank loans 
 
As of June 30, 2007, the principal outstanding under the Company’s credit facilities and lines of credit was as follows:

 
 
Bank
 
Amount available
 
Amount borrowed
 
Comprehensive credit facilities
   
Bank of China
 
$
9,736,842
 
$
8,350,037
 
Comprehensive credit facilities
   
China Construction Bank
   
2,631,579
   
1,315,789
 
Comprehensive credit facilities
   
CITIC Industrial Bank
   
3,684,211
   
3,552,632
 
Comprehensive credit facilities
   
Shanghai Pudong Development Bank
   
5,263,158
   
4,529,342
 
Comprehensive credit facilities
   
Jingzhou Commercial Bank
   
6,578,947
   
4,233,050
 
Comprehensive credit facilities
   
Industrial and Commercial Bank of China
   
1,447,368
   
1,383,882
 
Total
   
 
 
$
29,342,105
 
$
23,364,732
 
 
The Company may request banks to issue notes payable or bank loans within its credit line using a 364-day revolving line.

The Company refinanced its short-term debt during early 2007 at annual interest rates of 6.12% to 6.57%, and for terms of six to twelve months. Pursuant to the refinancing arrangement, the Company pledged $19,416,475 of equipment, $5,269,842 of land use rights and $3,804,000 of buildings as security for its comprehensive credit facility with Bank of China; pledged $2,685,066 of land use rights and $3,823,974 of buildings as security for its comprehensive credit facility with CITIC Industrial Bank; pledged $1,574,632 of land use rights and $6,831,566 of buildings as security for its comprehensive credit facility with Shanghai Pudong Development Bank; pledged $8,797,697 of land use rights as security for its comprehensive credit facility with Jingzhou Commercial Bank; pledged $1,417,017 of land use rights and $957,313 of buildings as security for its comprehensive credit facility with Industrial and Commercial Bank of China; and pledged $1,062,105 of land use rights and $3,292,289 of buildings as security for its comprehensive credit facility with China Construction Bank.

(b) Financing from investors:

On March 20, 2006, the Company entered into a Standby Equity Distribution Agreement with Cornell Capital Partners, LP for a total amount of $15 million. The Company has utilized $7,200,000 as of June 30, 2007. Under the agreement, Cornell Capital Partners, LP has committed to provide funding to be drawn down over a stated period at the Company’s discretion.

If the Company fails to obtain the same or similar terms for any debt or equity refinancing to meet its debt obligations, or if the Company fails to obtain extensions of the maturity dates of these obligations as they become due, its overall liquidity and capital resources will be adversely affected.

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.
 
36


   
Payment Due Dates
 
   
Total
 
Less than 1 year
 
1-3 years
 
3-5 years
 
More than 5 years
 
Short-term bank loan
 
$
11,447,368
 
$
11,447,368
 
$
 
$
 
$
 
Notes payable
   
12,793,307
   
12,793,307
   
   
   
 
Other contractual purchase commitments, including information technology
   
7,145,058
   
5,423,726
   
1,501,332
   
220,000
   
 
Total
 
$
31,385,733
 
$
29,664,401
 
$
1,501,332
 
$
220,000
 
$
 
 
Short-term bank loans:

The following table summarizes the contract information of short-term borrowings between the banks and the Company as of June 30, 2007:

Bank
 
Purpose
 
Borrowing Date 
 
Borrowing Term (Year) 
 
Annual Percentage Rate 
 
Date of Interest Payment 
 
Date of payment 
Bank of China
 
Working Capital
 
7-Mar-07
 
1
 
6.12%
 
Pay monthly
 
7-Mar-08
Bank of China
 
Working Capital
 
21-May-07
 
1
 
6.57%
 
Pay monthly
 
21-May-08
Bank of China
 
Working Capital
 
14-Jun-07
 
1
 
6.57%
 
Pay monthly
 
14-Jun-08
CITIC Industrial Ban
 
Working Capital
 
17-Apr-07
 
1
 
6.39%
 
Pay monthly
 
17-Apr-08
CITIC Industrial Bank
 
Working Capital
 
27-Jun-06
 
1
 
6.57%
 
Pay monthly
 
27-Jun-08
Shanghai Pudong Development Bank
 
Working Capita
 
13-Sep-06
 
1
 
6.12%
 
Pay monthly
 
13-Sep-07
China Construction Bank
 
Working Capita
 
29-May-07
 
1
 
6.57%
 
Pay monthly
 
29-May-08
 
The Company must use the loans for the purpose described in the table. If the Company fails, it will be charged a penalty interest at 100% of the specified loan rate. The Company has to pay interest at the interest rate described in the table on the 20th of each month. If the Company fails, it will be charged a compounded interest at the specified rate. 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 June 30, 2007, and will continue to comply with them.

The following table summarizes the contract information of issuing notes payable between the banks and the Company as of June 30, 2007:
 
Purpose
 
Term (Month)
 
Due Date
 
Amount Payable on Due Date
 
Working Capital
   
3-6
   
Jul, 2007
 
$
2,258,415
 
Working Capital
   
3-6
   
Aug, 2007
   
7,895
 
Working Capital
   
3-6
   
Sep, 2007
   
3,810,526
 
Working Capital
   
3-6
   
Oct, 2007
   
2,376,339
 
Working Capital
   
3-6
   
Nov, 2007
   
1,959,474
 
Working Capital
   
3-6
   
Dec, 2007
   
2,380,658
 
Total
             
$
12,793,307
 

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The Company must use the loan for the purpose described in the table. If it fails, 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 150% of the specified loan rate. Management believes that the Company had complied with such financial covenants as of June 30, 2007, and will continue to comply with them.

The Company had approximately $7,145,058 of capital commitment as of June 30, 2007, arising from equipment purchases for expanding production capacity. The Company intends to pay $5,423,726 in the remaining six months of 2007 using its working capital. Management believes that it will not have a material adverse effect on the Company’s liquidity.

Cash flows:

(a) Operating activities

Net cash generated from operations during the six months ended June 30, 2007 was $5,123,407, compared with $1,203,829 for the same period of 2006, an increase of $3,919,578, primarily due to increased net income.
 
At six months ended June 30, 2007, the most important factor to the cash outflow of operation activities is increased accounts and notes receivables, for the same to the six months ended June 30, 2006.
 
First, cash outflow increased by $6,700,000 owing to increased accounts receivables, mainly due to an increase in sales in the six months ended June 30, 2007 of 41.5% as compared to the same period of 2006. The credit terms on sale of goods between customers and the Company generally range from 3 - 4 months, which resulted in increased accounts receivable as sales increased. This is a normal capital circulation and the Company believes that it will not have a material adverse effect on future cash flows. Second, cash outflow increased by $6,080,000 owing to increased notes receivable, mainly due to the Company having sufficient working capital and having less notes receivable discounted in this year. Since the notes receivable were based on bank credit standing, they may turn into cash any time the Company elects. Therefore, the increase of notes receivable will not have a material adverse effect on the Company’s future operating activities.

(b) Investing activities

The Company expended net cash of $5,981,259 in investment activities during the six months ended June 30, 2007, and $993,661 during the same period of 2006.

Cash used in investment activities in 2007 increased by $4,987,598 compared to that in the six months ended June 30, 2006, primarily due to payment for a large amount of equipment purchases during the six months ended June 30, 2007 and for production facilities expansion.

(c) Financing activities

During the six months ended June 30, 2007, the Company expended net cash of $7,388,393 in financing activities, as compared to obtaining net cash of $6,605,989 through financing activities for the six months ended June 30, 2006, a decrease of $13,994,382, as a result of following factors:

During the six months ended June 30, 2007, the Company expended a decreased cash of $5,571,443 on bank loan repayment than that of the same period of 2006, primarily due to decreased comprehensive credit lines from banks resulting from mortgages insufficiency. The Company expects that the reduction of bank credit lines will not have a material adverse effect on its liquidity, for the Company has adequate working capital as of June 30, 2007.

During the six months ended June 30, 2007, the Company raised $1,145,500 of cash by issuing 108,121 shares of common stock to institutional investors. During the same period of 2006, the Company raised $4,959,740 of cash by issuing 662,089 shares of common stock to institutional investors.

The Company’s joint ventures paid minority shareholders of Sino-foreign joint ventures more dividends in the six months ended June 30, 2007 than in the same period of 2006. The amounts due to shareholders/directors were unsecured, interest-free and repayable on demand.

OFF-BALANCE SHEET ARRANGEMENTS

At June 30, 2007 and 2006, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.
 
38


COMMITMENTS AND CONTINGENCIES

The following table summarizes the Company’s contractual payment obligations and commitments as of June 30, 2007:

   
Payment Obligations by Period
 
   
2007(a)
 
2008
 
2009
 
2010
 
Thereafter
 
Total
 
Obligations for service agreements
 
$
 
$
110,000
 
$
110,000
 
$
110,000
 
$
110,000
 
$
440,000
 
Obligations for purchasing agreements
   
5,423,726
   
1,281,332
   
   
   
   
6,705,058
 
Total
 
$
5,423,726
 
$
1,391,332
 
$
110,000
 
$
110,000
 
$
110,000
 
$
7,145,058
 
 
(a) Remaining six months in 2007
 
SUBSEQUENT EVENTS
 
None

ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to our exposures to market risk since December 31, 2006.
 
ITEM 4
CONTROLS AND PROCEDURES
 
(a)     EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES 

As of June 30, 2007, the end of the period covered by this report, the Company’s chief executive officer and its chief financial officer reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) and 15d-15(e). As of the end of that period, based on that evaluation, the Company’s chief executive officer and chief financial officer concluded that from October 1, 2006 to date, the disclosure controls and procedures were effective in ensuring that material information the Company must disclose in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, the “Exchange Act”, is recorded, processed, summarized, and reported on a timely basis, and that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s chief executive officer and chief financial officer as appropriate to allow timely decisions regarding required disclosure.
 
(b)     CHANGES IN INTERNAL CONTROLS

There was no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  
 
39


PART II.  OTHER INFORMATION

ITEM 1
LEGAL PROCEEDINGS

The Company is not currently a party to any threatened or pending legal proceedings, other than incidental litigation arising in the ordinary course of business.  In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

ITEM 1A.
RISK FACTORS

The Company’s businesses, 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 the forward-looking statements.  Factors that might cause such differences include, among others, the following:
 
Risks Related to the Company’s Business and Industry

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 has no operations independent of those of Great Genesis and its subsidiaries, and its principal assets are its investments in Great Genesis and its subsidiaries.  As a result, the Company is dependent upon the performance of Great Genesis and its subsidiaries and will be subject to the financial, business and other factors affecting Great 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, it 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 its 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, the Company’s assets and those of its subsidiaries will be available to satisfy the claims of its stockholders only after all of the Company’s 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.  Criteria for the Company’s customers include:
 
 ·
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 Company’s competitors include independent suppliers of parts, as well as suppliers formed by spin-offs from its 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 the Company could lose market share, any of which could materially harm the Company’s business, results of operations and profitability.

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.
40

 
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.  They also can be affected by labor relations issues, regulatory requirements, and other factors.  In addition, in the last two years, the price of automobiles in China has generally declined.  As a result, the volume of automotive production in China has fluctuated from year to year, which give rise to fluctuations in the demand for the Company’s products.  Any significant economic decline that results in a reduction in automotive production and sales by the Company’s customers would have a material adverse effect on its results of operations. Moreover, if the prices of automobiles do not remain low, then demand for automobile parts could fall and 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 its operating costs and adversely affect its profit margins 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, including requiring suppliers to pay a “3-R Guarantees “ service charge for repair, replacement and refund in an amount equal to one percent of the total amount of parts supplied.  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 six months ended June 30, 2007, approximately 12.4% of the Company’s sales were to Brilliance China Automotive Holdings Limited, approximately 12.0% were to Beiqi Foton Motor Co., Ltd., approximately 17.6% were to Cherry Automobile Co., Ltd. and approximately 10.7% were to Zhejiang Geely Holding Co., Ltd., the Company’s four largest customers.  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 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 to 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 equal to one percent of the total amount of parts supplied.  Accordingly, the Company has experienced and shall 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 the Company’s results of operation.
    
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 requirement.  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 failed to perform, and the Company also faces these risks in the event any of its suppliers becomes insolvent or bankrupt.
 
41


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, particularly engineers and other employees with electronics expertise, managerial, finance and marketing personnel.  The Company does not maintain a key person life insurance policy on Mr. Hanlin Chen.  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 83.1% of its outstanding common stock and may have conflicts of interest with its minority stockholders.
       
Members of the Company’s management beneficially own approximately 83.1% of the outstanding shares of the Company’s common stock.  As a result, these majority stockholders have control over decisions to enter into any corporate transaction and have the ability to prevent any transaction that requires the approval of stockholders, which could result in the approval of transactions that might not maximize 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.

There is a limited public float of the Company’s common stock, which can result in its stock price being volatile and prevent the realization of a profit on resale of the Company’s common stock

There is a limited public float of the Company’s common stock.  Of the Company’s outstanding common stock, approximately 16.9% is considered part of the public float.  The term “public float” refers to shares freely and actively tradable on the NASDAQ SmallCap 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, the market price of the Company’s common stock can be volatile. This stock price volatility could prevent a stockholder seeking to sell Company common stock from being able to sell it at or above the price at which the stock was bought.

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 the Company 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.

Risks Related to Doing Business in China and other International Countries

Because the Company’s operations are all located outside of the United States and are subject to Chinese laws, any change of Chinese laws may adversely affect the Company’s business.

All of the Company’s operations are outside the United States and in China, 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 Chinese government actions, and unsettled political conditions.  These factors may have a material adverse effect on the Company’s operations or on the Company’s 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 the Company’s international sales outside China by targeting markets, such as the United States.  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 the Company’s business, operating results and financial condition.
 
42


The Company faces risks associated with currency exchange rate fluctuations, any adverse fluctuation may adversely affect the Company’s operating margins.

Although the Company is incorporated in the United States, the majority of its current revenues are in Chinese currency.  Conducting business in currencies other than US dollars subjects the Company to fluctuations in currency exchange rates that could have a negative impact on the Company’s reported operating results.  Fluctuations in the value of the US 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 the Company’s exposure to foreign exchange rate fluctuations and involve costs and risks of their own, such as ongoing management time and expertise, 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 the Company’s ability to access US capital markets.

The Chinese Government could change its policies toward private enterprises, 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 its 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.

The economic, political and social conditions in China could affect the Company’s business.

All 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 recently 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 the financial condition.

The significant but uneven growth in the economy of China in the past 20 years could have 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.  Some of these measures benefit the overall economy of China, but may have a negative effect on us.

Government control of currency conversion and future movements in exchange rates may adversely affect the Company’s operations and financial results.

The Company receives substantially all of its revenues in Renminbi, the currency of China.  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.
 
43


The Chinese Government controls its foreign currency reserves through restrictions on imports and conversion of Renminbi into foreign currency.  Although the exchange rate of the Renminbi to the US dollar has been stable since January 1, 1994, and the Chinese Government has stated its intention to maintain the stability of the value of Renminbi, there can be no assurance that exchange rates will remain stable.  The Renminbi could devalue against the US dollar.  The Company’s financial condition and results of operations may also be affected by changes in the value of certain currencies other than the Renminbi in which the Company’s earnings and obligations are denominated.  In particular, a devaluation of the Renminbi is likely to increase the portion of the Company’s cash flow required to satisfy the Company’s foreign currency-denominated obligations.

Because the Chinese legal system is not fully developed, the Company’s 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 the Company’s management or the Company.

All of the Company’s assets are located in China and three out of the Company’s 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.

Risks Related to the Standby Equity Distribution Agreement (“SEDA”)

Future sales by our stockholders may adversely affect our stock price and our ability to raise funds in new stock offerings.

Sales of our common stock in the public market following the SEDA could lower the market price of our common stock.  Sales may also make it more difficult for us to sell equity securities or equity-related securities in the future at a time and price that our management deems acceptable, or at all.  Of the 23,959,702 shares of common stock outstanding as of June 30, 2007, all such shares are, or will be, freely tradable without restriction, unless held by our “affiliates.”  Some of these shares may be resold under Rule 144.

Existing stockholders could experience significant dilution from our sale of shares under the SEDA.

Our financial needs will be partially provided from the SEDA.  The issuance of shares of our common stock under the SEDA, at below-market prices, will have a dilutive impact on our other stockholders and the issuance or even potential issuance of such shares could have a negative effect on the market price of our common stock. As a result, our net income per share could decrease in future periods, and the market price of our common stock could decline. In addition, the lower our stock price, the more shares of common stock we will have to issue under the SEDA to draw down the full amount. If our stock price is lower, then our existing stockholders would experience greater dilution.

Under the SEDA, Cornell Capital Partners will pay less than the then-prevailing market price of our common stock.

The common stock to be issued under the SEDA will be issued at a 1.5% discount to the lowest daily VWAP of our common stock during the five consecutive trading day period immediately following the date we notify Cornell Capital Partners that we desire to access the SEDA; provided, that the price per share paid by Cornell Capital Partners will in no event be less than a minimum of 90% of the closing bid price for our common stock on the trading day immediately preceding the date that we deliver an advance request.  Further, Cornell Capital Partners will retain 4.5% of each advance under the SEDA.  Based on this discount, Cornell Capital Partners will have an incentive to sell immediately to realize the gain on the 1.5% discount.  These sales could cause the price of our common stock to decline, based on increased selling of our common stock.
 
44


The sale of our stock under the SEDA could encourage short sales by third parties, which could contribute to the future decline of our stock price.

In many circumstances, the provisions of a SEDA have the potential to cause a significant downward pressure on the price of a company’s common stock.  This is especially the case if the shares being placed into the market exceed the market’s ability to take up the increased stock or if we have not performed in such a manner to show that the equity funds raised will be used for growth.  Such an event could place further downward pressure on the price of our common stock.  We may request numerous drawdowns pursuant to the terms of the SEDA.  Even if we use the SEDA to invest in ways that are materially beneficial to us, the opportunity exists for short sellers and others to contribute to the future decline of our stock price.  If there are significant short sales of stock, the price decline that would result from this activity in turn may cause long holders of the stock to sell their shares thereby contributing to sales of stock in the market.  If there is an imbalance on the sell side of the market for our common stock, the price will decline.

It is not possible to predict those circumstances whereby short sales could materialize or the extent to which the stock price could drop.  In some companies that have been subjected to short sales the stock price has dropped significantly.  This could happen to our stock price.

Cornell Capital Partners may sell shares of our common stock after we deliver an advance notice during the pricing period, which could cause our stock price to decline.

Cornell Capital Partners is deemed to beneficially own the shares of common stock corresponding to a particular advance on the date that we deliver an advance notice to Cornell Capital Partners, which is prior to the date the stock is delivered to Cornell Capital Partners. Cornell Capital Partners may sell such shares any time after we deliver an advance notice. Accordingly, Cornell Capital Partners may sell such shares during the pricing period. Such sales may cause our stock price to decline and if so would result in a lower VWAP during the pricing period, which would result in us having to issue a larger number of shares of common stock to Cornell Capital Partners in respect of the advance.

We may not be able to obtain a cash advance under the SEDA if Cornell Capital Partners holds more than 9.9% of our common stock.
 
In the event Cornell Capital Partners holds more than 9.9% of our then-outstanding common stock, we will be unable to obtain a cash advance under the SEDA.  A possibility exists that Cornell Capital Partners may own more than 9.9% of our outstanding common stock at a time when we would otherwise plan to request an advance under the SEDA.  In that event, if we are unable to obtain additional external funding, we could fail to achieve the corporate objectives that we had hoped to use the cash to achieve.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 
None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
 
None.

ITEM 4. SUBMISSION OF MATTES TO A VOTE OF SECURITY HOLDERS.
 
None.

ITEM 5. OTHER INFORMATION.
 
None.

ITEM 6.
EXHIBITS
 
 
INDEX TO EXHIBITS

Exhibit Number
 
Description of Document
3(i).1
 
Certificate of Incorporation*
     
3(i).2
 
Certificate of Amendment of Certificate of Incorporation**
     
3(ii).1
 
By - laws***
     
10.1
 
Standby Equity Distribution Agreement dated March 20, 2006 between us and Cornell Capital Partners, LP****
     
10.2
 
Placement Agent Agreement dated March 20, 2006 between us and Newbridge Securities Corporation****
     
10.3
 
Registration Rights Agreement dated March 20, 2006 between us and Cornell Capital Partners, LP****
     
10.4
 
Securities Purchase Agreement dated March 20, 2006 between us and Cornell Capital Partners, LP****
 
45

 
10.5
 
Investor Registration Rights Agreement dated March 20, 2006 between us and Cornell Capital Partners, LP****
     
10.6
 
Warrant to purchase 86,806 shares of common stock at $14.40 per share, issued to Cornell Capital Partners, LP****
     
10.7
 
Warrant to purchase 69,444 shares of common stock at $18.00 per share, issued to Cornell Capital Partners, LP****
     
31.1 
 
Rule 13a-14(a)/15d-14(a) Certification -Hanlin Chen*****
     
31.2 
 
Rule 13a-14(a)/15d-14(a) Certification -Daming Hu*****
     
32.1 
 
Section 1350 Certification -Hanlin Chen*****
     
32.2
 
Section 1350 Certification - Daming Hu*****
 

* Incorporated by reference to exhibit 3(i) to our Form 10SB Registration Statement filed on August 27, 2001.
 
** Incorporated by reference to Appendix A to our Schedule 14C Definitive Information Statement filed on April 21, 2003.
 
*** Incorporated by reference to exhibit 3(ii) to our Form 10SB Registration Statement filed on August 27, 2001.
 
**** Incorporated by reference to the exhibit of the same number to our Form S-3 Registration Statement (File No. 333 - 133331) filed on April 17, 2006.
 
***** Filed herewith
 
46

 
SIGNATURES
 
Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
     
 
CHINA AUTOMOTIVE SYSTEMS, INC.
(Registrant)
 
 
 
 
 
 
Date: August 13, 2007
By:  
/s/ HANLIN CHEN
 
Hanlin Chen
 
President and Chief Executive Officer
     
 
 
 
 
 
 
Date: August 13, 2007
By:  
/s/ DAMING HU
 
Daming Hu
 
Chief Financial Officer
 
47