8-K 1 financials3q-110507.txt 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) November 5, 2007 (September 25, 2007) ASIA AUTOMOTIVE ACQUISITION CORPPORATION (Exact Name of Each Registrant as Specified in its Charter) DELAWARE 333-127755 20-3022522 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification Incorporation or Number) organization) 199 PIERCE STREET, SUITE 202 BIRMINGHAM, MICHIGAN 48009 (Address of principal executive offices) (248) 593-8330 (Registrant's telephone number, including area code) ________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions: {X} Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) { } Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) { } 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)) --------------------------------------------------------------------------- Item 1.01 Announcement of Material Event Asia Automotive Acquisition Corporation ("AAAC") announced today the unaudited financial results for the three and nine months ended September 30, 2007 for its merger partner, Hunan Tongxin Enterprise Co., Ltd. ("Tongxin") (see attached table). As previously announced on July 25, 2007, AAAC signed an Equity Acquisition Agreement with Tongxin pursuant to which Tongxin and AAAC will merge into a newly created British Virgin Islands company, Tongxin International, Ltd. For the three months ended September 30, 2007 Tongxin had: * Revenue of approximately $21.8 million, an increase of 43% from $15.2 million for the same period in the prior year; * Operating income of approximately $4.1 million, an increase of 41% from $2.9 million for the same period in the prior year; * Net income totaled approximately $2.5 million, an increase of 39% from $1.8 million for the same period the prior year. For the nine months ended September 30, 2007 Tongxin had: * Net Income of $7.75 million, an increase of 102 % from $3.83 million for the same period in the prior year. Net income for the current period excludes one time costs of $230,000 for legal, accounting and audit fees associated with the proposed transaction with AAAC. * EBITDA of $14.6 million, or 23.2% of net revenues. Exhibits 99.1 Press Release dated November 5, 2007 Date: November 5, 2007 ASIA AUTOMOTIVE ACQUISITION CORPORATION By: /s/ William R. Herren --------------------------------------- William R. Herren Chairman By: /s/ Rudy Wilson --------------------------------------- Rudy Wilson Chief Executive Officer EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated November 5, 2007 ASIA AUTOMOTIVE ACQUISITION CORPORATION ANNOUNCES UNAUDITED FINANCIAL RESULTS OF MERGER PARTNER FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007 ______________________________________________________ Q3 Revenue Increases 43% to $21.8 Million from $15.2 Million Q3 Net Income Increases 39% to $2.5 Million from $1.8 Million at 9/30/2007 November 5, 2007 - Asia Automotive Acquisition Corporation (OTCBB: AAAC, AAACU, AAACW)("AAAC"), announced today the unaudited financial results for the three and nine months ended September 30, 2007 for its merger partner, Hunan Tongxin Enterprise Co., Ltd. ("Tongxin") (see attached table). As previously announced on July 25, 2007, AAAC signed an Equity Acquisition Agreement with Tongxin pursuant to which Tongxin and AAAC will merge into a newly created British Virgin Islands company, Tongxin International, Ltd. For the three months ended September 30, 2007 Tongxin had: * Revenue of approximately $21.8million, an increase of 43% from $15.2 million for the same period in the prior year; * Operating income of approximately $4.1 million, an increase of 41% from $2.9 million for the same period in the prior year; * Net income totaled approximately $2.5 million, an increase of 39% from $1.8 million for the same period the prior year. For the nine months ended September 30, 2007 Tongxin had: * Net Income of $7.75 million, an increase of 102 % from $3.83 million for the same period in the prior year. Net income for the current period excludes one time costs of $230,000 for legal, accounting and audit fees associated with the proposed transaction with AAAC. * EBITDA of $14.6 million, or 23.2% of net revenues. About the Company ========================================================================= AAAC is a blank check company organized in June 20, 2005 for the purpose of effecting a merger, capital stock exchange, equity acquisition or other similar business combination with one or more operating business within the global automotive component industry that have their primary operating facilities located in China, India or the Association of South Eastern Nations. AAAC's IPO went effective in April 2007. On July 25, 2007, AAAC announced that it signed an Equity Acquisition Agreement pursuant to pursuant to which Tongxin and AAAC will merge into a newly created British Virgin Islands company, Tongxin International, Ltd. Tongxin was established under the laws of the PRC on November 27, 1984 as Changsha Meihua Automobile Factory Co., Ltd. On November 2, 2000, Tongxin was converted into a stock holding company. Currently, Tongxin is the largest private Chinese independent supplier of Engineered Vehicle Body Structures solely in the PRC. It is capable of providing exterior body panels for both passenger and commercial vehicles in addition to designing, fabricating and testing stamping dies for processing of body panels. Tongxin also manufactures complete cab structures for commercial vehicles. Additional information regarding AAAC, Tongxin and Tongxin International is available in the Preliminary Proxy Statement that AAAC filed with the Securities and Exchange Commission on September 20, 2007. A copy of the filing in its entirety is available at www.sec.gov. This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, about AAAC, Tongxin and their combined business and revenue expectations after completion of the proposed acquisition. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of AAAC's and Tongxin's management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements:business conditions in China; continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which Tongxin is engaged; cessation or changes in government incentive programs: potential trade barriers affecting international expansion; fluctuations in customer demand; management of rapid growth and transitions to new markets; intensity of competition from or introduction of new and superior products by other providers of distributed automotive engineered vehicle body structures; timing, approval and market acceptance of new product introductions; general economic conditions; geopolitical events and regulatory changes, as well as other relevant risks detailed in AAAC's BVI subsidiary, Tongxin International's filings with the Securities and Exchange Commission, and the Preliminary Proxy Statement (Reg. No. 333-127755). The information set forth herein should be read in light of such risks. Neither AAAC nor Tongxin assumes any obligation to update the information noted within in this press release. In connection with the pending transaction, AAAC has filed with the SEC a Preliminary Proxy Statement for the stockholders of AAAC. The stockholders of AAAC are urged to read the Preliminary Proxy Statement as well as all other relevant documents filed or to be filed with the SEC, because they will contain important information about Tongxin, Tongxin International, AAAC and the proposed transaction. The Definitive Proxy Statement will be mailed to stockholders of AAAC after the Preliminary Proxy Statement is declared effective by the SEC. AAAC stockholders will be able to obtain the Preliminary Proxy Statement, and any other relevant filed documents for free at the SEC's website (www.sec.gov). These documents can also be obtained for free from AAAC by directing a request to David J. Brophy c/o Asia Automotive Acquisition Corporation, 199 Pierce Street, Suite 202, Birmingham, MI 48009. ---------------------------------------------------------------------------- AAAC and their respective directors and officers may be deemed to be participants in the solicitation of approvals from AAAC stockholders in respect of the proposed transaction. Information regarding AAAC's participants is available in the Preliminary Proxy Statement. ---------------------------------------------------------------------------- Hunan Tongxin Enterprise Co., Ltd. and Subsidiaries __________________________________________________ Unaudited Interim Consolidated Statements of Operations For the three and nine month periods ended September 30, 2007 and 2006 (in Thousand United States dollars)

~~UNITED~~For ~~STATES SECURITIES~~the ~~AND~~three ~~EXCHANGE~~months ~~COMMISSION Washington~~ended For the nine months ended -------------------------- --------------------------- Sept.30, DSept.C30, Sept.30, ~~20549~~ Sept.30, 2007 2006 2007 2006 (unaudited) (unaudited) (unaudited) (unaudited) ------------ ----------- ----------- ------------ Revenues (net) 21,822 15,156 62,922 47,156 Cost of good sold 15,135 9,749 43,066 33,749 __________________________________________________________ Gross profit 6,687 5,407 19,856 13,407 __________________________________________________________ Operating expenses Selling, general and administrative 2,572 2,518 7,270 6,718 Operating Income 4,115 2,889 12,856 6,689 Interest Expense 518 436 1,520 1,276 Other income/expense 58 -0- 73 299 (net) _________________________________________________________ Net income (loss) before taxes 3,662 2,453 11,146 5,712 Income taxes 1,179 658 3,625 1,885 _________________________________________________________ Net income (loss) 2,483 1,768 7,751* 3,827 _________________________________________________________

* excluding $230,000 in one time costs for legal, accounting and audit fees associated with the proposed transaction. ASIA AUTOMOTOVE ACQUISITION CORPORATION Filing Date: November 5, 2007

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): September 18, 2007 (September 18, 2007)

ASIA AUTOMOTIVE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter)

DELAWARE		333-127755		20-3022522
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

199 PIERCE STREET, SUITE 202 BIRMINGHAM, MICHIGAN		48009
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (248) 593-8330

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ASIA AUTOMOTIVE ACQUISITION CORPORATION Filing Date: September 18, 2007

Item 8.01. OTHER EVENTS Stockholder Presentation Asia Automotive Acquisition Corporation (“AAAC”) intends to commence holding presentations for its stockholders regarding its proposed acquisition of Hunan TX Enterprise Co. Ltd. (“TX”), as described in AAAC’s Current Reports on Form 8-K dated July 25, 2007, and August 13, 2007. The presentation is attached as Exhibit 99.2 and is incorporated by reference herein.

AAAC and its directors and executive officers may be deemed to be participants in the solicitation of proxies for the special meeting of AAAC stockholders to be held to approve the acquisition of TX. AAAC stockholders are advised to review AAAC’s preliminary proxy statement and definitive proxy statement, when available, in connection with AAAC’s solicitation of proxies for the special meeting to approve the acquisition because these documents will contain important information. The definitive proxy statement will be mailed to stockholders as of a record date to be established for voting on the acquisition. Stockholders will also be able to obtain a copy of the definitive proxy statement, without charge, by directing a request to:

David J. Brophy Asia Automotive Acquisition Corporation, 199 Pierce Street, Suite 202 Birmingham, Michigan 48009.

The preliminary proxy statement and definitive proxy statement, when available, can also be obtained, without charge, at the Securities and Exchange Commission’s internet site (http://www.sec.gov).

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS 99.1 Press Release dated September 18, 2007

99.2 Presentation dated September 18, 2007

ASIA AUTOMOTIVE ACQUISITION CORPORATION Filing Date: September 18, 2007

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

Date: September 18, 2007

ASIA AUTOMOTIVE ACQUISITION CORPORATION

By: /s/ William R. Herren William R. Herren Chairman

By: /s/ Rudy Wilson Rudy Wilson Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated September 18, 2007
99.2		Presentation dated September 18, 2007

Filing Compare · Asia Automotive Acquisition Corp.