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

Okay. Good morning. Welcome to the 2021 Annual Stockholders Meeting. I'm representing Chen Hanlin, Chairman of the Board of Directors. I'll be presiding over this meeting. It is now 9:00 a.m., and the meeting will begin. 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, Heng Henry Lu and Tong Kooi Teo. Also present or joined 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, Andy Tse; Xia Yijun; Secretary of the Board of Directors, Wei Na; the company's legal counsel, Simon Luk of Winston & Strawn; the company's independent auditor, Stella 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 the meeting, we ask that shareholders not address the meeting unless recognized, and all questions should be directed 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 11, 2021; and a certified list of the holders of common stock of the company as of the close of business on June 7, 2021, 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 11, 2021. 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 the 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 presented -- 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 2022. The nominees set forth in the proxy statement are now before the meeting. The Board of -- 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 require any stockholders to provide advanced notice to the company of his or her 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 approval of the advisory nonbinding proposal concerning the company's named executive officer compensation program. The next order of business concerns the approval of an advisory nonbinding vote concerning the frequency of holding future advisory vote on executive compensation. And the final 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, 2021. 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? 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 9:12 a.m. The polls for voting on all matters are hereby open. Stockholders who are voting by proxy need not cast ballots in the voting today, unless they wish to change their votes. Those stockholders 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 minutes to complete and return these ballots to the inspector of election. [Voting]

It is now 9:16 a.m. The polls for voting on all matters are hereby closed. The Chairman has received the preliminary report from the inspector of election. 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 2022; second, the advisory nonbinding proposal concerning the company's named executive officer compensation program; third, a frequency of every 2 years for future advisory vote on executive compensation of named executive officers; and fourth, the proposal to ratify the appointment of the company's independent auditors. That concludes the business portion of the meeting. Are there any questions? We'll wait 1 more minute to see if there are any questions. As there are no questions, this meeting is adjourned. Thank you, everyone.