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China automotive systems inc caas - старонка 7


interim period from January 1, 2003 through May 6, 2003, there were no

disagreements with Ibarra on any matter of accounting principles or practices,

financial statement disclosure, or auditing scope or procedure, which

disagreements, if not resolved to the satisfaction of Ibarra, would have caused

such firm to make reference to the subject matter of the disagreements in

connection with its report on our financial statements. In addition, there were

no such events as described under Item 304(a)(1)(IV)(B) of Regulation S-B during

the fiscal years ended December 31, 2002 and 2001 and the interim period from

January 1, 2003 through May 6, 2003.

ITEM 8A CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures: As of December

31, 2003, 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)), which are designed to ensure that

material information the Company must disclose in its report filed or submitted

under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is

recorded, processed, summarized, and reported on a timely basis, and have

concluded, based on that evaluation, that as of such date, the Company's

disclosure controls and procedures were effective to ensure 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 over financial reporting: For the

fiscal year ended December 31, 2003, there has been no change in the Company's

internal control over financial reporting that has materially affected, or is

reasonably likely to materially affect, its internal control over financial

reporting.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT MANAGEMENT

The following table and text set forth the names and ages of all

directors and executive officers of the Company as of December 31, 2003. The

Board of Directors is comprised of only one class. All of the directors will

serve until the next annual meeting of stockholders and until their successors

are elected and qualified, or until their earlier death, retirement, resignation

or removal. Also provided herein are brief descriptions of the business

experience of each director and executive officer during the past five years and

an indication of directorships held by each director in other companies subject

to the reporting requirements under the Federal securities laws.

26

Name Age Position(s)

Hanlin Chen 46 Chief Executive Officer and Chairman

of the Board

Qizhou Wu 39 Chief Operating Officer and Director

Guofu Dong 38 Vice President and Director

Daming Hu 45 Chief Financial Officer

Li Ping Xie 43 Director

Tse Yiu Wong Andy 33 Sr. VP, Director

Robert Tung 47 Director

Dr. Haimian Cai 40 Director

William E. Thomson 62 Director

Biographies of Directors and Executive Officers:

Hanlin Chen has served as a chairman of the board and CEO since March

2003. Mr. Chen is a standing board member of Political Consulting Committee of

Jingzhou city and vice president of Foreign Investors Association of Hubei

Province. He was the general manager of Jiulong from 1993 to 1997. Since 1997,

he has been the Chairman of the Board of Henglong. Mr. Chen graduated from

Barrington University with an MBA degree.

Qizhou Wu has served as the Chief Operating Officer since March 2003.

He was the Managing Vice General Manager of Jiulong from 1993 to 1999 and GM of

Henglong from 1999 to 2002.Mr. Wu graduated from Tsinghua University in Beijing

with a Masters degree in Automobile Engineering.

Guofu Dong has served the Vice President of the Company and oversees

general management, international business and investor relations since March

2003. Mr. Dong has over ten years experience in corporate management and

strategic development. Mr. Dong graduated from Fujian Normal University with a

Bachelor of Arts degree. He also completed his law degree in Fudan University.

Daming Hu has served as Chief Financial Officer of the Company since

March 2003. He is in charge of corporate account planning, reporting and tax

planning. Mr. Hu was the Finance Manager of Jiulong since 1996 to 1999 and

Finance Manager of HengLong from 1999 to 2002.

Li Ping Xie has served as a director of the Company since March 2003.

She is the Vice GM of Xiamen Joylon Co.,Ltd. She was the Vice GM at Xiamen

Jiayum Auto-parts Repairing Company from 1990-1999. Ms. Xie is the wife of our

Chief Executive Officer, Mr. Hanlin Chen.

Tse Yiu Wong Andy, has served as Sr. VP of the Company since March

2003. He has also served as the general manager of the Henglong and Jiulong

joint ventures and the Chairman of the Board of Shenyang since 2003. He was the

vice GM of Jiulong from 1993 to 1997 and the vice GM of henglong. Mr. Tse has

over 10 years of experience in automotive parts sales and strategic development.

Mr. Tse has an MBA from the China People University.

Robert Tung has been a Director of the Company since September 2003 and

a member of the Company's Audit Committee, Compensation Committee and Nominating

Committee. Mr. Tung is currently the President of Multi-Media Communications,

Inc. and Executive Vice President of Super Microbial Sciences International,

LLC. Mr. Tung holds an M.S. in Chemical Engineering from the University of

Virginia and B.S. degrees in Computer Science and Chemical Engineering from the

University of Maryland and National Taiwan University, respectively.

27

Dr. Haimian Cai has been a Director since September 2003 and a member

of the Company's Audit Committee, Compensation Committee and Nominating

Committee. Mr. Cai is a technical specialist in the automotive industry. Prior

to that, Dr. Cai was a staff engineer in ITT Automotive Inc. Dr. Cai has more

than fifteen technical papers and co-authored a technical book regarding the

powder of metallurgy industry for automotive application. Dr. Cai has more than

ten patents including pending patents. Dr. Cai holds a B.S. Degree in Automotive

Engineering from Tsing-Hua University and a M.S. and Ph.D in manufacturing

engineering from Worcester Polytechnic Institute.

William E. Thomson, CA has been a Director of the Company since

September 2003 and is a member of the Company's Audit, Compensation and

Nominating Committees. Mr. Thomson has been the president of Thomson Associates,

Inc., a merchant banking company, since 1978. Mr. Thomson's current additional

directorships include: Nasdaq - Med-Emerg International Inc. chm. (Healthcare),

Acto Digital Video (USA) Inc. (Consumer Electronics), Maxus Technology Inc.

(Technology Waste Recycling); TSX - Asia Media Group Ltd. Chm. (Media), Imperial

Plastech Inc. (Plastics); Crown Corp. - Aurora Fund (Venture Capital); Private -

Delfour Corporation (Software), Electrical Contracts Ltd. (Electrical Contacts),

Redpearl Funding Corporation (IT Financing), Wright Environment Management Inc.

(Waste Management Solutions); Charitable - Opera Mississauga, World Education

Services.

(a) Compensation and Other Matters

In 2003, directors received $5,000 per quarter for serving on the Board

of Directors. In addition they were reimbursed for any out-of-pocket expenses,

if any, incurred in attending board meetings.

(b) Audit Committee and Independent Directors

The Audit Committee consists of the following individuals, all of whom

the Company considers to be independent: Robert Tung, Haimian Cai, and William

Thomson.

(c) Compensation Committee

The Compensation Committeee is responsible for determining compensation

for our executive officers. Our three independent directors, Robert Tung,

Haimian Cai and William Thomson serve on the Compensation Committee.

(d) Nominating Committee

Director candidates are nominated by the Nominating Committee. The

Nominating Committee will consider candidates based upon their business and

financial experience, personal characteristics, expertise that is complementary

to the background and experience of other Board members, willingness to devote

the required amount of time to carrying out the duties and responsibilties of

Board membership, willingness to objectively appriase management performance,

and any such other qualifications the Nomianting Committee deems necessary to

ascertain the candidates ability to serve on the Board. The Nominating Committee

will not consider nominee recommendations from security holders, other than the

recommendations received from a security holder or group of security holders

that beneficially owned more than five (5) percent of the Company's outstanding

common stock for at least one year as of the date the recommendation is made.

Our independent directors, Robert Tung, Haimian Cai and William Thomson, serve

on the Nominating Committee.

28

(e) Stockholder Communications

Stockholders interested in communicating directly with the Board of

Directors, or specified individual directors, may email our independent director

William Thomson at Bill.Thomson@chl.com.cn. Mr. Thomson will review all such

correspondence and will regularly forward to the Board copies of all such

correspondence that deals with the functions of the Board or committees thereof

or that he otherwise determines requires their attention. Directors may at any

time review all of the correspondence received that is addressed to members of

the Board of Directors and request copies of such correspondence. Concerns

relating to accounting, internal controls or auditing matters will immediately

be brought to the attention of the Audit Committee and handled in accordance

with procedures established by the Audit Committee with respect to such matters.

(f) Family Relationships

Mr. Chen and Ms. Xie are husband and wife.

(g) Involvement in Legal Proceedings

To the best of the Company's knowledge, during the past five years,

none of the following occurred with respect to a present or former director or

executive officer of the Company: (1) any bankruptcy petition filed by or

against any business of which such person was a general partner or executive

officer either at the time of the bankruptcy or within two years prior to that

time; (2) any conviction in a criminal proceeding or being subject to a pending

criminal proceeding (excluding traffic violations and other minor offenses); (3)

being subject to any order, judgment or decree, not subsequently reversed,

suspended or vacated, of any court of any competent jurisdiction, permanently or

temporarily enjoining, barring, suspending or otherwise limiting his involvement

in any type of business, securities or banking activities; and (4) being found

by a court of competent jurisdiction (in a civil action), the SEC or the

Commodities Futures Trading Commission to have violated a federal or state

securities or commodities law, and the judgment has not been reversed, suspended

or vacated.

(e) Code of Ethics and Conduct

The Board of Directors has adopted a Code of Ethics and Conduct which

is applicable to all officers directors and employees. The Code of Ethics and

Conduct is attached to this Form 10-K as an Exhibit.

(F) Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended,

requires our executive officers and directors and persons who own more than 10%

of a registered class of our equity securities to file with the Securities and

Exchange Commission initial statements of beneficial ownership, reports of

changes in ownership and annual reports concerning their ownership of common

stock and other of our equity securities, on Forms 3, 4 and 5 respectively.

Executive officers, directors and greater than 10% stockholders are required by

Commission regulations to furnish the Company with copies of all Section 16(a)

reports they file. To the best of our knowledge (based solely upon a review of

the Form 3, 4 and 5 filed), no officer, director or 10% beneficial shareholder

failed to file on a timely basis any reports required by Section 16(a) of the

Securities Exchange Act of 1934, as amended.

29

ITEM 10. EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth the compensation

earned by the Company's Chief Executive Officer. No other executive officer(s)

received compensation for the fiscal year 2003 in excess of $100,000.

SUMMARY COMPENSATION TABLE

Annual Compensation Long-Term Compensation

------------------------------------ ----------------------------------------------

Awards Payouts

----------------------- -------------------

Securities

Other Under- All

Annual Restricted lying Other

Compen- Stock Options/ LTIP Compen-

Name and Salary Bonus sation Award(s) SARs Payouts sation

Principal Position Year ($) ($) ($) ($) (#) ($) ($)

(a) (b) (c) (d) (e) (f) (g) (h) (i)

------------------ ------ ----------- -------- ------- ---------- ---------- ------- -------

Hanlin Chen 2003 49,885.00 -0- 0 0 0 0 0

Hanlin Chen 2002 15,883.00 1,237 0 0 0 0 0

Hanlin Chen 2001 5,564.00 1,087 0 0 0 0 0

There are no employment agreements with any of our executive officers

and there are no stock option grants.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS

As used in this section, the term beneficial ownership with respect to
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