Wonder Auto Tech (PINK:WATG)

This Current Report on Form 8-K/A is being filed for the sole purpose of amending the Current Report on Form 8-K filed on December 14, 2011 (the “Original Filing”) to include as Exhibit 16.1 thereto the letter, dated December 15, 2011, from PricewaterhouseCoopers Zhong Tian CPAs Limited Company furnished to Wonder Auto Technology, Inc. and addressed to the Securities and Exchange Commission regarding statements included in the Original Filing. Except as set forth herein, no other changes are being made to the Original Filing.

As previously disclosed, on July 10, 2010, the Company’s wholly owned subsidiary, Vital Glee Development, Ltd. (“Vital Glee”) entered into a conditional disposal agreement with Jinheng Automotive Safety Technology Holdings Limited (“Jinheng Holdings”) (the “Conditional Disposal Agreement”) pursuant to which Vital Glee agreed to acquire Jinheng Holdings’ 100% interest in Jinheng (BVI) Ltd.  Pursuant to the Conditional Disposal Agreement, as subsequently modified, a portion of the purchase price was paid by Vital Glee in cash upon the completion of the acquisition, with the remaining payable in the form of three promissory notes with different maturity dates. The obligations under the notes are secured by all of the issued and outstanding shares of Jinheng (BVI) Ltd. (the “Charged Shares”).  As of the date hereof, the outstanding amounts under the first two promissory notes have been paid on time, and HK$452.0 million (US$57.9 million), plus accrued and unpaid interest, is expected to be paid in full on June 12, 2012 under the third promissory note.

Pursuant to a letter dated October 20, 2011 from Jinheng Holdings to Vital Glee, Jinheng Holdings asserts that Vital Glee has breached its obligations under the Conditional Disposal Agreement as a result of Vital Glee’s failure to notify Jinheng Holdings in writing of the Company’s delisting from the National Association of Securities Dealers Automated Quotation Exchange (“Nasdaq”).  As a result, Jinheng Holdings intends to enforce its security interest in the Charged Shares and requires Vital Glee to agree to additional restrictions on its business operations.  The Company does not believe that Vital Glee is in breach of any covenants under the terms of the charge and is seeking to resolve the disagreement between the parties.

An audit committee investigation of Wonder Auto, launched in response to a March 16 Todor Mitev report, found that relationships between Qingjie Zhao and third parties in connection with five transactions should be disclosed. The committee found that the company lacks sufficient qualified and competent accounting personnel and internal controls and directed the company's CFO to develop a remediation plan to address the deficiencies. The committee instructed the company, in consultation with its auditors, to determine whether the findings require restatement of and/or adjustment to its reported financial results. 8k

JINZHOU, China, Sept. 9, 2011 /PRNewswire-Asia-FirstCall/ -- Wonder Auto Technology, Inc. ("Wonder Auto" or the "Company") (Nasdaq: WATG), a manufacturer of automotive electrical parts, safety products, suspension products and engine accessories in China, today announced that it has received notice that its appeal hearing with respect to Nasdaq's previously announced decision to delist the Company's common stock from trading on Nasdaq has been set for October 6, 2011.  As previously reported, the Company received a letter from the Listing Qualifications Department of Nasdaq on August 18, 2011 stating that based on the review of public documents and information provided by the Company, Nasdaq's staff (the "Staff") determined that the continued listing of the Company's securities on Nasdaq is no longer warranted.  Following the receipt of that letter, the Company requested an oral hearing before the Panel to appeal the Staff's determination.

In addition, Nasdaq has notified the Company that the trading halt on the Company's securities will be lifted as of the opening of the market on September 12, however, trading of the common stock of the Company will remain suspended on Nasdaq pending the results of the delisting hearing.  As a result of the lifting of the trading halt, the Company's common stock will become eligible to be traded on the over-the-counter bulletin board commencing September 12, 2011.  

The Company's Audit Committee is still conducting its investigation into certain alleged related-party transactions and other matters as well as whether the Company's financial statements have been manipulated and falsified by former senior corporate officers (the "Investigation"). The Company is working diligently to complete its delinquent Forms 10-K and 10-Q and expects the reports to be completed as soon as possible following the conclusion of the Investigation.  The Company intends to seek relief from the Nasdaq delisting determination and a further extension of time to file its delinquent reports.  

There is no assurance that the Panel will grant the Company's request for relief from the delisting determination.  If the Company's request is denied, the Company's securities will be delisted from Nasdaq.

JINZHOU, China, May 20, 2011 /PRNewswire-Asia-FirstCall/ -- Wonder Auto Technology, Inc. ("Wonder Auto" or the "Company") (Nasdaq: WATG), a leading manufacturer of automotive electrical parts, safety products, suspension products and engine accessories in China, today announced that, as expected, it received a second notification letter (the "Nasdaq Letter") from the Nasdaq Stock Market ("Nasdaq") indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires the timely filing of periodic reports with the U.S. Securities and Exchange.

The Company received the Nasdaq Letter because it has not yet filed its Form 10-Q for the period ended March 31, 2011, and because, as previously announced, the Company has not filed its Form 10-K for the fiscal year ended December 31, 2010. These filings have been delayed as a result of the pending restatement of its financial statements for fiscal years 2008, 2009 and 2010, and for the quarters ended March 31, June 30 and September 30, 2009 and 2010, and the pending investigation by the Company's Audit Committee.

The Audit Committee commenced the investigation in response to a report alleging that the Company had engaged in several transactions without properly disclosing their related-party nature. Based on the information presently available to it, the Audit Committee expects that its investigation will continue at least through June 2011.

As previously announced, the Company's previously reported financial statements for the years ended December 31, 2008 and 2009, and for the quarters ended March 31, June 30 and September 30, 2009 and 2010, should no longer be relied upon and will be restated. Although the Company's work on the restatement is not complete, at this time it is expected that the restatement will be due primarily to certain sales cut-off errors and the timing of expenses associated with stock option compensation. The restatement also includes adjustments to cost of sales associated with the sales cut-off error and other adjustments. None of the amounts have been finalized at this point as the restatement has not been completed. However, based on the information currently available, it is expected that the net effect of the restatement will be to increase reported net income in 2008 and 2009. The Company continues to expect to meet the previously announced guidance for revenue and profit in its press release dated November 9, 2010. No change to the Company's cash position is expected to result from the restatement.

The Company does not anticipate being in a position to file its delinquent filings until the investigation is complete. Based on the Audit Committee's expected timetable for the investigation, and the Company's expected timetable to complete the restatement, the Company estimates that the delinquent filings may be complete by the end of July. There can be no assurance, however, that any of these deadlines will be met, or that the scope or depth of the restatement or the investigation will not change in a material manner, which could result in further delays.

Nasdaq has informed the Company that it has suspended trading in the Company's common stock pending the Company's provision of a satisfactory Plan of Compliance to Nasdaq, which is due by May 23, 2011. The Company has been in communication with Nasdaq regarding the matters noted above and intends to provide its Plan of Compliance to Nasdaq no later than May 23, 2011.

BEIJING, May 13, 2011 /PRNewswire-Asia-FirstCall/ -- Wonder Auto Technology, Inc. (Nasdaq: WATG) today announced that its Audit Committee, with the assistance of professional advisors, has undertaken an internal investigation concerning certain investment and acquisition transactions.

As a result of the pending restatement of its financial statements for fiscal years 2008, 2009 and 2010, and for the quarters ended March 31, June 30 and September 30, 2009 and 2010, and the investigation, WATG has not filed its Form 10-K for the fiscal year ended December 31, 2010 and does not expect to be able to file its Form 10-Q for the quarter ended March 31, 2011 by the filing deadline of May 10, 2011. As previously announced, WATG has received a notice from The Nasdaq Stock Market ("Nasdaq") as to its noncompliance with Nasdaq's continued listing standards as a result of the failure to file the 10-K in a timely manner. Nasdaq further has informed WATG that it has suspended trading in the company's common stock pending WATG's provision of a satisfactory Plan of Compliance to Nasdaq. WATG plans to provide its Plan of Compliance to Nasdaq on or about May 13th and in no event later than May 23, 2011. The company does not expect that its filings will be completed until the completion of the investigation.