[8-K] China Automotive Systems, Inc. Reports Material Event

Rhea-AI Filing Summary

China Automotive Systems (NASDAQ:CAAS) held its 2025 annual meeting of stockholders on June 25, 2025, with 82.64% shareholder participation. Shareholders elected five directors to serve until 2026 and approved several key proposals. The meeting included the re-election of Hanlin Chen, Qizhou Wu, Guangxun Xu, Robert Wei Cheng Tung, and Tao Liu as directors. Shareholders approved the executive compensation program, voted for a two-year frequency for future advisory votes on executive compensation, and approved extending the 2004 Stock Option Plan through June 27, 2035. Additionally, PricewaterhouseCoopers Zhong Tian LLP was ratified as the independent auditor for fiscal year 2025.

Positive

• High shareholder participation rate of 82.64% indicates strong investor engagement
• All directors received over 90% approval from voting shares
• Stock Option Plan extension approved with 96.2% support from voting shares
• Strong support (95.6%) for biennial executive compensation votes

Negative

• None.

Insights

Corporate Governance Analyst

Strong shareholder support for management proposals indicates stable governance, with notable 82.64% participation rate.

The voting results demonstrate robust shareholder engagement and strong support for the current leadership team. All directors received over 90% approval from voting shares, with Tao Liu and Qizhou Wu receiving particularly high support at 99.7% and 99.6% respectively. The extension of the Stock Option Plan through 2035 received 96.2% approval from voting shares, indicating strong shareholder confidence in the company's long-term incentive structure. The preference for biennial say-on-pay votes, supported by 95.6% of voting shares, suggests shareholders are comfortable with the current executive compensation framework.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2025

China Automotive Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-33123	33-0885775
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

No. 1 Henglong Road, Yu Qiao Development Zone
Shashi District, Jing Zhou City
Hubei Province
The People's Republic of China
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code (86) 27-8757 0027

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value	CAAS	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders

The 2025 annual meeting of stockholders of China Automotive Systems, Inc. (the “Company”) was held on Wednesday, June 25, 2025 at the Second Floor Meeting Room, Henglong Group, No. 88 Jingsha Avenue, Jingzhou City, Hubei Province, the People’s Republic of China.  Of the 30,170,702 shares of the Company’s common stock entitled to vote at the meeting, 24,936,071 shares, or 82.64%, were represented at the meeting in person or by proxy, constituting a quorum.  The voting results are presented below.

1. Election of Directors

The Company’s shareholders elected the five nominees below to hold office until the 2026 annual meeting of shareholders and until their successors are elected and qualified.  Each of the nominees received more than a majority of the votes cast.  The votes regarding the election of directors were as follows:

Nominee		For				Authority Withheld				Broker Non-Votes
Hanlin Chen			22,411,245				181,083				2,343,743
Qizhou Wu			22,524,060				68,268				2,343,743
Guangxun Xu			22,244,512				347,816				2,343,743
Robert Wei Cheng Tung			22,364,767				227,561				2,343,743
Tao Liu			22,528,053				64,275				2,343,743

2. Approval of an Advisory (Non-binding) Proposal concerning the Company’s Named Executive Officer Compensation Program

The approval of an advisory (non-binding) proposal concerning the Company’s named executive officer compensation program was ratified and approved by the following votes:

For		Against		Abstained		Broker Non-Vote
22,288,873		121,115		182,340		2,343,743

3. Approval of an advisory (non-binding) vote concerning the Frequency of Holding Future Advisory Votes on Executive Compensation

The approval of an advisory (non-binding) vote concerning the frequency of every two years for holding future advisory votes on executive compensation was ratified and approved by the following votes:

For		Against		Abstained		Broker Non-Vote
21,609,776		980,351		2,201		2,343,743

4. Approval of an Amendment to the Company’s 2004 Stock Option Plan to Extend Its Term for Another Ten (10) Years (Through June 27, 2035)

The approval of an amendment to the Company’s 2004 Stock Option Plan to extend its term for another ten (10) years (through June 27, 2035) was ratified and approved by the following votes:

For		Against		Abstained		Broker Non-Vote
21,740,038		829,178		23,112		2,343,743

5. Ratification and Approval of the Appointment of Independent Auditor

The appointment of PricewaterhouseCoopers Zhong Tian LLP as the Company’s independent auditors for the fiscal year ending December 31, 2025 was ratified and approved by the following votes:

For		Against		Abstained		Broker Non-Vote
24,688,756		181,198		66,117		-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	China Automotive Systems, Inc.
	(Registrant)
Date: June 25, 2025	By:	/s/ Hanlin Chen
		Hanlin Chen

FAQ

What was the shareholder participation rate at CAAS's 2025 annual meeting?

The meeting had 82.64% participation, with 24,936,071 shares represented out of 30,170,702 eligible voting shares.

Who are the directors elected to CAAS's board for 2026?

The elected directors are Hanlin Chen, Qizhou Wu, Guangxun Xu, Robert Wei Cheng Tung, and Tao Liu, each serving until the 2026 annual meeting.

How long was CAAS's Stock Option Plan extended?

Shareholders approved extending the 2004 Stock Option Plan for another ten years through June 27, 2035.

Who will serve as CAAS's independent auditor for 2025?

PricewaterhouseCoopers Zhong Tian LLP was ratified as the independent auditor for the fiscal year ending December 31, 2025.