UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No.1)*

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

CHINA AUTOMOTIVE SYSTEMS, INC.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

16936R 10 5

(CUSIP Number)

Hanlin Chen
Liping Xie
Wiselink Holdings Limited
No. 1 Henglong Road, Yu Qiao Development Zone
Shashi District, Jing Zhou City Hubei Province
The People’s Republic of China
+86 716 412 7912 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 14, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

⁽¹⁾ 17,849,014 shares of common stock include: (i) 13,322,547 shares of common stock beneficially owned by Mr. Hanlin Chen; (ii) 1,502,925 shares of common stock beneficially owned by Ms. Liping Xie, Mr. Hanlin Chen’s wife; and (iii) 3,023,542 shares of common stock beneficially owned by Wiselink Holdings Limited, a company controlled by Mr. Hanlin Chen.

⁽²⁾ Percentage calculated based on 31,644,004 shares of Common Stock outstanding as of December 31, 2016 (as reported by the Company as of December 31, 2016 in the Form 10-K. filed on March 30, 2017).

INTRODUCTORY NOTE

This Statement on Schedule 13D/A (this “Amendment No.1”) amends the Schedule 13D (the “Original 13D”) filed with the United States Securities and Exchange Commission (the “SEC”) on May 9, 2015 by Mr. Hanlin Chen (“Mr. Chen”) with respect to China Automotive Systems, Inc., a Delaware Corporation (the “Company”). Ms. Liping Xie and Wiselink Holdings Limited (together with Mr. Hanlin Chen, the “Reporting Persons,” and each, a “Reporting Person”) may be deemed to be in a group with Mr. Chen and are filing this statement on Schedule 13D/A with Mr. Chen pursuant to the joint filing agreement attached hereto as Exhibit 7.01. Unless otherwise stated herein, the Original 13D with exhibits attached thereto remain in full force and effect. Terms used therein and not defined herein have the meanings ascribed thereto in the Original 13D.

This Amendment No.1 relates to the common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The address of the principal executive office of the Company is No. 1 Henglong Road, Yu Qiao Development Zone, Shashi District, Jing Zhou City, Hubei Province, the People’s Republic of China.

Mr. Chen is a citizen of the People’s Republic of China and is the chairman of the board of directors of the Company (the “Board”).

Ms. Xie is a citizen of the People’s Republic of China and is Mr. Chen’s wife.

Wiselink Holdings Limited is a company incorporated in Hong Kong and is controlled by Mr. Chen.

The principal business and office address of the Reporting Persons is No. 1 Henglong Road, Yu Qiao Development Zone, Shashi District, Jing Zhou City, Hubei Province, the People’s Republic of China.

It is anticipated that, at the price per share of Common Stock set forth in the Proposal (as described in Item 4 below), approximately US$75.18 million will be expended in acquiring 13,794,990 outstanding shares of Common Stock owned by stockholders of the Company other than the Reporting Persons (as described in Item 4 below) (“Publicly Held Shares”).

It is anticipated that the funding for the acquisition of the Publicly Held Shares will be provided by a combination of debt and equity financing. The equity financing will be provided by third party sponsors, in the form of cash, and/or through the rollover of existing equity interests in the Company held by the Reporting Persons. Debt financing, if used, will be primarily provided by third party financial institutions.

Item 4 is hereby amended and supplemented by adding the following:

On May 14, 2017, Mr. Chen submitted a preliminary, non-binding letter (the “Letter”) to the Board. In the Letter, Mr. Chen outlined its proposal (“Proposal”) for the acquisition of all of the outstanding capital stock of the Company other than those shares beneficially owned by the Reporting Persons, through a going-private transaction (the “Transaction”). Under the Proposal, Mr. Chen proposes to consummate the Transaction for $5.45 per share in cash. The Proposal also provides that, among other things, Mr. Chen will (a) conduct customary due diligence on the Company together with the parties providing financing for the Transaction and (b) negotiate and execute definitive agreements with respect to the Transaction. In the Proposal, Mr. Chen also stated that he expects that the Board will appoint a special committee of independent directors to consider the Proposal and make a recommendation to the Board. Mr. Chen will not move forward with the transaction unless it is approved by such a special committee, and the Transaction will be subject to a non-waivable condition requiring approval by majority shareholder vote of shareholders other than the Reporting Persons.

References to the Letter in this Amendment No. 1 is qualified in its entirety by reference to the Letter itself, which is attached hereto as Exhibit 7.02 and is incorporated by reference as if set forth in its entirety.

If the Transaction is carried out and consummated, the Common Stock of the Company will no longer be traded on the Nasdaq Capital Market and the registration of the Common Stock of the Company under Section 12 of the Act is expected to be terminated. No assurance can be given that any proposal, any definitive agreement or any transaction relating to a proposed Transaction will be entered into or be consummated. The Letter provides that no binding obligation on the part of the Company or Mr. Chen shall arise with respect to the proposed Transaction unless and until definitive agreements have been executed.

Except as indicated above, the Reporting Persons have no plans or proposals that relate to or would result in any other action specified in Item 4 on this Schedule 13D.

Item 5 is hereby amended and restated in its entirety as follows:

The responses of each of the Reporting Persons to Rows (7) through (11) of the cover page of this Amendment No. 1 are incorporated herein by reference.

Item 6 is hereby amended to supplement the following:

The descriptions of the principal terms of the Proposal under Item 4 are incorporated herein by reference in their entirety.

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.

Exhibit 7.01: Joint Filing Agreement by and between the Reporting Persons, dated as of May 16, 2017 (filed herewith).

Exhibit 7.02: Proposal Letter from Mr. Chen to the Company’s board of directors, dated as of May 14, 2017 (filed herewith).

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Exhibit 7.01

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common shares of China Automotive Systems, Inc. and (ii) that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate.

This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.

[Signature Pages to Follow]

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of May 16, 2017 

Exhibit 7.02

Mr. Hanlin Chen

May 14^th, 2017

The Board of Directors

China Automotive Systems, Inc. (the “Company”)

No. 1 Henglong Road, Yu Qiao Development Zone

Shashi District, Jing Zhou City, Hubei Province

The People’s Republic of China

Dear Sirs:

I am pleased to submit this preliminary non-binding proposal to acquire all of the outstanding shares of common stock (“Common Stock”) of the Company not already owned by me in a going-private transaction (the “Acquisition”). I currently beneficially own approximately 56.4% of the issued and outstanding shares of Common Stock of the Company on a fully diluted and as-converted basis.

I believe that my proposal of US$5.45 in cash per share of Common Stock will provide a very attractive opportunity to the Company’s stockholders. This price represents a premium of approximately 22.5% to the Company’s closing price on May 12, 2017, and a premium of approximately 17.2% to the average closing price during the last 30 days.

The terms and conditions upon which I am prepared to pursue the Acquisition are set forth below. I am confident in my ability to consummate an Acquisition as outlined in this letter.

1. Buyer. I intend to form an acquisition vehicle for the purpose of pursuing the Acquisition (the “Acquisition Vehicle”). The Acquisition will be in the form of a merger of the Company with the acquisition vehicle. I am interested only in pursuing this Acquisition and am not interested in selling my shares of Common Stock of the Company in connection with any other transaction.

2. Purchase Price. My proposed consideration payable for the Company’s Common Stock acquired in the Acquisition will be US$5.45 in cash per share.

3. Financing. I intend to finance the Acquisition with a combination of debt and equity capital. Equity financing is expected to be provided in the form of rollover equity in the Company and cash contributions from third party sponsors. Debt financing is expected to be provided by loans from third party financial institutions. I am confident that I can timely secure adequate financing to consummate the Acquisition.

4. Due Diligence. Parties providing financing will require a timely opportunity to conduct customary due diligence on the Company. I would like to ask the board of directors of the Company to accommodate such due diligence request and approve the provision of confidential information relating to the Company and its business to possible sources of equity and debt financing subject to confidentiality agreements with customary terms.

5. Definitive Agreements. I am prepared to negotiate and finalize definitive agreements (the “Definitive Agreements”) expeditiously. This proposal is subject to execution of the Definitive Agreements. These documents will include provisions typical for transactions of this type.

6. Confidentiality. I will, as required by law, promptly file an amendment to my Schedule 13D to disclose this letter. I am sure you will agree with me that it is in all of our interests to ensure that we proceed our discussions relating to the Acquisition in a confidential manner, unless otherwise required by law, until we have executed the Definitive Agreements or terminated our discussions.

7. Process. I believe that the Acquisition will provide superior value to the Company’s stockholders. I recognize of course that the Board will evaluate the proposed Acquisition independently before it can make its determination whether to endorse it. It is my expectation that the Board will appoint a special committee of independent directors to consider this proposal and make a recommendation to the Board.   I will not move forward with the transaction unless it is approved by such a special committee.  In addition, the transaction will be subject to a non-waivable condition requiring approval by majority shareholders’ vote of shareholders not affiliated with me or any other members of the buyer group.

8. No Binding Commitment. This letter constitutes only a preliminary indication of my interest, and does not constitute any binding commitment with respect to an Acquisition. Such a commitment will result only from the execution of Definitive Agreements, and then will be on the terms provided in such documentation.

In closing, I would like to express my commitment to working together with you to bring this Acquisition to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact me. I look forward to speaking with you.

[Signature Page to Follow]

[Signature Page to Proposal Letter]