中汽系统 2024年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15 (d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscalyear endedDecember 31, 2024Or☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15 (d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ____________ to ____________Commission File Number:000-33123 CHINA AUTOMOTIVE SYSTEMS,INC. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject tosuch filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was requiredto submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting companyor emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growthcompany” in Rule12b-2 of the Exchange Act. Large Accelerated Filer☐Accelerated Filer☐Non-Accelerated Filer☒Smaller Reporting Company☒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 withany new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June28, 2024, based upon theprice of $3.55 that was the closing price of the common stock as reported on The Nasdaq Stock Market under the symbol “CAAS” on such date,was approximately $37.7million.The Company has30,170,702shares of Common Stock outstanding as of March28, 2025. Auditor PCAOB ID:1424Auditor:PricewaterhouseCoopersZhong Tian LLPAuditor Address:42/F New Bund Center, 588 Dongyu Road, Pudong NewArea, Shanghai 200126, PRC DOCUMENTS INCORPORATED BY REFERENCE CHINA AUTOMOTIVE SYSTEMS,INC. INDEX PagePARTI4Item1.Business.4Item1A.Risk Factors.15Item1B.Unresolved Staff Comments.32Item1C.Cybersecurity.32Item2.Properties.32Item3.Legal Proceedings.32Item4.Mine Safety Disclosures.33PARTII34Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities.34Item6.[Reserved].35Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.35Item7A.Quantitative and Qualitative Disclosures about Market Risk.50Item8.Financial Statements and Supplementary Data.51Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.51Item9A.Controls and Procedures.51Item9B.Other Information.52Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.53PARTIII54Item10.Directors, Executive Officers and Corporate Governance.54Item11.Executive Compensation.58Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters.60Item13.Certain Relationships and Related Transactions, and Director Independence.61Item14.Principal Accountant Fees and Services.61PARTIV62Item15.Exhibits, Financial Statement Schedules.62Item16.Form10-K Summary.64Signatures65Financial Statements67 Cautionary Statement This Annual Report on Form10-K contains forward-looking statements within the meaning of Section27A of theSecurities Act of 1933, and Section21E of the Securities Exchange Act of 1934. These statements relate to futureevents or the Company’s future financial performance. The Company has attempted to identify forward-lookingstatementsby terminology including“anticipates,”“believes,”“expects,”“can,”“continues,”“could,”“estimates,” “expects,” “intends,” “may,” “plans,