UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 333-147086-01
TONGXIN INTERNATIONAL LTD.
_____________________________________________________________________
(Translation of Registrant's Name into English)
199 Pierce Street,Suite 202
Birmingham, Michigan 48009
_____________________________________________________________________
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T
Rule 101(b)(1): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper
of a Form 6-K if submitted solely to provide an attached annual report to
security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T
Rule 101(b)(7): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper
of a Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the
laws of the jurisdiction in which the registrant is incorporated, domiciled
or legally organized (the registrant's "home country"), or under the rules
of the home country exchange on which the registrant's securities are traded,
as long as the report or other document is not a press release, is not
required to be and has not been distributed to the registrant's security
holders, and, if discussing a material event, has already been the subject
of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):
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Exhibit 1: Tongxin International Ltd. Reports Financial Results for its Fiscal
2008 First Quarter Ended March 31, 2008.
Exhibit 2: Tongxin International Ltd. Financial Statements
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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, thereunto duly authorized.
TONGXIN INTERNATIONAL LTD.
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(Registrant)
By: /s/ William R. Herren
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Name: William R. Herren
Title: Chairman and CEO
/s/ Rudy Wilson
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Name: Rudy Wilson
Title: COO
Date: May 12, 2008
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Exhibit 1: Tongxin International Ltd. Reports Financial Results for its Fiscal
2008 First Quarter Ended March 31, 2008.
Tongxin International Ltd.(Successor company of Asia Automotive Acquisition
Corporation) (OTCBB: AAAC), the largest independent supplier of Engineered
Vehicle Body Structures ("EVBS") in China, today announced selected financial
results for the First Quarter 2008.
On April 23, 2008, Tongxin International ("TXI") announced that it
consummated a merger with Hunan Tongxin Enterprise Co. Ltd., ("Hunan Tongxin")
in which Hunan Tongxin becomes a wholly owned subsidiary of TXI. The merger of
TXI and Hunan Tongxin was pursuant to an Equity Acquisition Agreement dated
July 25, 2007, among Asia Automotive Acquisition Corporation ("AAAC"), the
predecessor company of TXI and the stockholders of Hunan Tongxin.
Q1 2008 Highlights:
* Total revenue of US$ 30.3 million, an increase of 49.3% compared to the
fourth quarter 2007; and an increase of 26.7% compared to the same period
of last year.
* EBITDA of US$4.1 million, an increase of 38.2% compared to the same period
in 2007.
* Gross margin of 24.9%, as compared to 24.4% of the same period in 2007.
* Net income of US$ 3.8 million, an increase of 65.9% compared to the fourth
quarter 2007; and an increase of 38.4% compared to the same period last year.
"We continued to see increasing demand for our products throughout each of our
business segments during the first few months of 2008 and as the demand for
commercial vehicles continues to be very strong we expect to continue to see
record results for revenue and net income for the remaining quarters of 2008.
This strong demand is driven by China's need to continue to improve the
infra-structure in the country. It will take commercial vehicles to build the
needed roads and bridges and once this need is satisfied it will be trucks and
buses that use the new roads. Because of this we are forecasting that the
commercial vehicle market will continue to grow at a 20 to 25% rate for the
foreseeable future and we believe we are well positioned to continue to grow
faster than the overall market," stated Mr. William R. Herren, Chairman and
CEO of Tongxin International Ltd.
Summary of Selected Financial Results for the First Quarter 2008
(All numbers in US$ thousands)
Q1 of 2008 Q4 of 2007 Q1 of 2007 Change % Change %
(QOQ) (YOY)
---------- ----------- ---------- -------- ---------
Consolidated Revenues $ 30,281 $ 20,288 $ 23,906 49.3% 26.7%
Cost of Goods Sold 22,734 14,934 18,084 52.2% 25.7%
Gross Profit 7,547 5,354 5,822 41.8% 29.6%
Total Operating Expenses 1,798 1,496 1,413 20.2% 27.3%
Income from Operations 5,749 3,858 4,409 49.0% 30.4%
Net Income 3,847 2,318 2,779 65.9% 38.4%
* QOQ: compared current quarter over last quarter;
YOY: compared current year over same period of last year
Update on Listing on a National Exchange
The Company is currently completing its requirements for a listing on the
NASDAQ Global Market.
About Tongxin International Ltd.
Tongxin International Ltd. is the largest independent supplier of EVBS in
China, capable of providing products for both light, medium-sized, heavy-duty,
and vans. Additionally TXI designs, fabricates and tests dies used to stamp
automotive body panels. EVBS consists of exterior body panels including doors,
floor pans, hoods, side panels and fenders. TXI also manufactures complete
cab structures for commercial vehicles. It's components must meet exacting
dimensions for fit and finish before they are assembled and finally painted.
These capabilities enable it to participate effectively in all sectors of the
automotive market including light and commercial vehicles.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, about Hunan Tongxin,
Tongxin International and their combined business and revenue expectations
after completion of the proposed merger. Forward-looking statements are
statements that are not historical facts. Such forward-looking statements,
based upon the current beliefs and expectations of Tongxin International's
and Hunan 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 Hunan 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 Tongxin International's filings with the Securities and Exchange
Commission, and the Preliminary Proxy Statement/Prospectus
(Reg. No. 333-147086-01). The information set forth herein should be read in
light of such risks. Neither Tongxin International nor Hunan Tongxin assumes
any obligation to update the information noted within in this press release.
For further information, please contact:
Mr. William R. Herren
Chairman and CEO
Mr. Rudy Wilson
COO
Tel: 1-248-593-8330
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Exhibit 2: Tongxin International Ltd. Financial Statements
Hunan Tongxin International Ltd.
Consolidated Statements of Operations
For Year Ended March 31, 2008
(US$ amounts in thousands)
03/31/2008
------------------
Total revenues $ 30,281
Cost of goods sold (22,734)
----------
Gross profit 7,547
----------
Operating expenses:
Selling expense (520)
General and admin expense (1,278)
----------
(1,798)
Income from operations 5,749
INterest expense (618)
Income(loss) before income taxes 5,131
Income taxes (1,283)
----------
Net income(loss) 3,847
----------
Hunan Tongxin International Ltd.
Consolidated Balance Sheets
For Year Ended March 31, 2008
(US$ amounts in thousands)
03/31/2008
------------------
Assets
Current Assets:
Cash and cash equivalents $ 3,483
Accounts and notes receivable,
net of allowance for doubtful
accounts 25,388
Inventories 15,978
Investments in marketable securities 74
Other receivables 1,742
Other receivables due from related
parties, 8,284
Prepaid expenses 2,959
Deferred tax assets 1,676
----------
Total current assets 59,584
----------
Investments in operating businesses 908
Property, plant and equipment 30,706
Land occupancy rights 1,865
----------
Total assets 93,063
----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable 15,343
Accrued expenses and other
liabilities 10,617
Provision for product warranty 54
Taxes payable 9,246
Dividend payable 0
Short-term loans 24,492
----------
Total current liabilities 59,752
----------
Long-term liabilities:
Long-term loans 14,619
----------
Total liabilities 74,371
----------
Shareholders' equity:
Paid in capital 8,762
Reserve funds 2,998
Other comprehensive income 1,971
Retained earnings 4,961
----------
Total shareholders'equity 18,692
----------
Total liabilities and shareholders'
equity 93,063
----------
Hunan Tongxin International Ltd.
Consolidated Statements of Cash Flows
For Year Ended March 31, 2008
(US$ amounts in thousands)
03/31/2008
------------------
Cash flows from operating activities:
Net income(loss) $ 3,847
Adjustments to reconcile net income
(loss)to net
cash provided by(used in)operating
activities:
Allowance for doubtful accounts (136)
Depreciation expense 520
Amortization expense 15
Changes in 0
Decrease in tax payable 0
Increase of inventories (3,449)
Increase of accounts and notes receivable (950)
Decrease (increase)of prepaid expenses (37)
Increase of accounts payable 6,349
Increase(decrease)of accrued expenses 750
--------
Net cash provided by(used in )operating
activities 6,909
--------
Cash flows from investing activities:
Purchase of property,plant and equipment (6,170)
Cash paid for investment (35)
Net cash used in investing activities (6,205)
Cash folws from financing activities:
Proceeds from capital contributions 0
Proceeds from loans 4,325
Dividends paid (263)
Cash repayments of amounts borrowed (3,275)
--------
Net cash provided by financing activities 787
--------
Effect of foreign exchange rate changes 330
Net increase(decrease)in cash and cash
equivalents 1,821
Cash and cash equivalents at beginning of
year 1,662
Cash and cash equivalents at end of year 3,483