China Automotive Systems, Inc. (CAAS) Earnings Call Transcript & Summary

Greetings. Welcome to China Automotive Systems' 2020 Annual Shareholder Meeting. [Operator Instructions] Please note, this conference is being recorded. I will now turn the conference over to Simon Luk (sic) [ Chen Hanlin ]. Thank you. You may begin.

Welcome to the 2020 Annual Stockholders Meeting. I am Chen Hanlin, Chairman of the Board of Directors. I will be presiding over this meeting. It is now 10:07 a.m. and the meeting will start. I would like to introduce our other directors, who are present or have joined via telephone conference today: Director and CEO, Wu Qizhou; Independent Directors, Xu Guangxun, Tong Kooi Teo and Heng Henry Lu. Also present or joining us via telephone conference are the management members, legal adviser, independent auditor, IR adviser, shareholders and guests of the company; Chief Financial Officer, Li Jie; Vice President, Yu Shengbin, Wang Shaobo, Andy Tse, Xia Yijun and Dr. Cai; Secretary of the Board of Directors, Wei Na; the company's legal counsel, Simon Luk of Winston & Strawn; the company's independent auditor, Steven Zhao and Jeffrey She of PwC; the company's IR Representative, Dixon Chen and Kevin Theiss of Awaken Advisors. This morning, our program will proceed as follows. First, I will conduct the official business portion of the meeting. Please limit any questions you may have to those which relate to the formal business at hand. Following that, we will move along to the question-and-answer session. Before starting, I would ask that all those in attendance here today to ensure that you have registered. If you have not registered, please do so now. During this meeting, we ask that shareholders not address the meeting unless recognized, and all questions should be addressed to me as Chairman. If you have been recognized, please identify yourself and your status whether as a shareholder or a representative of a shareholder. Questions and comments will be permitted during the question-and-answer session after the business portion of the meeting. We will now proceed to the business portion of the meeting. The following have been delivered to the company prior to the meeting. An affidavit signed by Joanne Vogel from Broadridge Financial Solutions, Inc., certifying that the official notice of this meeting has been given as contained in a Notice of Internet Availability mailed on or about June 30, 2020. And a certified list of the holders of common stock of the company as of the close of business on June 26, 2020, being the record date for determining shareholders who are entitled to notice of and to vote at this meeting. In addition, the proxy statement, the proxy, the annual report and other materials necessary for shareholders voting at this meeting have been available on the website, specified in the Notice of Internet Availability on or before June 29, 2020. The instructions to execute proxy are also available on the website specified in such notice. A copy of the aforementioned will be incorporated into the minutes of the meeting. A copy of the list of stockholders as at the record date is available for inspection by shareholders. The Board of Directors has appointed Ms. Wei Na to serve as the Inspector of Election. Ms. Wei has delivered to me her signed oath of inspection -- inspector of election. Such oath will also be incorporated into the minutes of the meeting. Ms. Wei will tabulate the results of the voting at the appointed time. Many stockholders have already submitted their proxies. All proxies will be voted as so marked by the stockholders who signed them. The holders of any undelivered proxies may present the proxies at this time to Ms. Wei. If you have voted by proxy, you do not need to take any further action. The Inspector of Election has examined the proxies received and reports that over 50% of the outstanding shares of common stock entitled to vote at this meeting are represented in person or by proxy. A quorum is present and this meeting may now proceed with the formal items of business open for votes. The first matter to be voted upon is the election of directors of the company to hold office for the coming year until the next Annual General Meeting of 2021. The nominees set forth in the proxy statement are now before the meeting. The current Board of Directors and the Nominating Committee of the Board of Directors favor the election of the following persons as directors of the company: Chen Hanlin, Wu Qizhou, Xu Guangxun, Heng Henry Lu and Tong Kooi Teo. The company's bylaws required any stockholders to provide advanced notice to the company of his intent to nominate persons as directors. The Nominating Committee has not accepted a notice of nomination that it has received. Therefore, I declare the nomination of directors is now closed. The next order of business concerns the appointment of the company's independent auditors. The Audit Committee of the Board of Directors has appointed PricewaterhouseCoopers Zhong Tian LLP as the company's independent auditors for the fiscal year ending December 31, 2020. The proposal to ratify the appointment of the company's independent auditors has been described in the proxy statement and is now before the meeting. Are there any questions?

[Operator Instructions] There are no questions at this time.

Thank you. The company has not received any notice from its shareholders, as required under its bylaws or pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 of any other matter to be considered at this meeting. Therefore, no other proposals may be properly introduced by shareholders at this meeting. We will now proceed to balloting on the previously discussed motions. It is now 10:18 a.m. The polls for voting on all matters are hereby open. Stockholders who are voting by proxy need not cast ballots in voting today unless they want to change their votes. These shareholders who wish to vote by ballot should have received a ballot at the door. If you would like to vote by ballot and did not receive any ballot at the door, please raise your hand and a ballot will be provided to you. Let's take a few moments to complete and return these ballots to the Inspector of Election. [Voting]

It is now 10:20 a.m. The polls for voting on all matters are hereby closed. According to the preliminary report of the Inspector of Election, the following proposals have been approved: the proposal to elect the nominees as listed on the proxy to be directors of the company for the coming year until the next Annual General Meeting of 2021, and the proposal to ratify the appointment of the company's independent auditors. That concludes the business portion of the meeting. Are there any questions?

[Operator Instructions] There are no questions at this time.

Thank you. This meeting is adjourned. Thank you, directors and everyone. [Foreign Language]