8-K

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): March 29, 2007 (March 23, 2007)

Wonder Auto Technology, Inc.

(Exact name of registrant as specified in its charter)

Nevada	0-50883	88-0495105
(State of Incorporation)	(Commission File No.)	(IRS Employer ID No.)

No. 56 Lingxi Street

Taihe District

Jinzhou City, Liaoning

People’s Republic of China, 121013

(Address of Principal Executive Offices)

(86) 0416-5186632

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 the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR.425)

o 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))

ITEM 5.02     DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF   PRINCIPAL OFFICERS

On March 23, 2007, the Board of Directors of Wonder Auto Technology, Inc. (the “Company”), in accordance with Section 3.2 of the Company’s Amended and Restated Bylaws, increased the size of the board of directors of the Company (the “Board of Directors”) from 1 to 5 and elected Larry Goldman, CPA, David Murphy, Lei Jiang (collectively, the “Independent Directors”) and Meirong Yuan as directors of the Company to fill the vacancies created by such increase. Larry Goldman, David Murphy and Lei Jiang each serves on the Board of Directors as an “independent director” as defined by Rule 4200(a)(15) of the Marketplace Rules of The Nasdaq Stock Market, Inc. (the “Nasdaq Marketplace Rules”).

Thereafter, the entire Board of Directors, including the Independent Directors, determined that Larry Goldman, CPA possesses accounting or related financial management experience that qualifies him as financially sophisticated within the meaning of Rule 4350(d)(2)(A) of the Nasdaq Marketplace Rules and that he is an “audit committee financial expert” as defined by the rules and regulations of the Securities and Exchange Commission.

On March 23, 2007, the Company entered into separate Independent Director’s Contracts and Indemnification Agreements with each of the Independent Directors. Under the terms of the Independent Director’s Contracts, Mr. Goldman is entitled to $50,000, Mr. Murphy is entitled to $40,000 and Mr. Jiang is entitled to $40,000 as compensation for the services to be provided by them as Independent Directors, and as chairpersons of various board committees, as applicable. Under the terms of the Indemnification Agreements, the Company agreed to indemnify the Independent Directors against expenses, judgments, fines, penalties or other amounts actually and reasonably incurred by the Independent Directors in connection with any proceeding if the Independent Director acted in good faith and in the best interests of the Company.

The foregoing description does not purport to be a complete statement of the Independent Directors and the Company’s rights and obligations under the Independent Director’s Contracts and the Indemnification Agreements, or a complete explanation of the material terms thereof. The foregoing description is qualified in its entirety by reference to the provisions of the agreements attached to this report as Exhibits 10.1 through 10.4.

Larry Goldman, CPA is a certified public accountant with over 20 years of auditing, consulting and technical experience. Mr. Goldman now serves as the Treasurer and Acting Chief Financial Officer of Thorium Power, Ltd. (OTCBB: THPW). Prior to joining Thorium Power, Ltd., Mr. Goldman worked as the Chief Financial Officer, Treasurer and Vice President of Finance of WinWin Gaming, Inc. (OTCBB: WNWN), a multi-media developer and publisher of sports, lottery and other games. Prior to joining WinWin in October 2004, Mr. Goldman was a partner at Livingston Wachtell & Co., LLP and had been with that firm for the past 19 years. Mr. Goldman is also an independent director and audit committee chairman of Winner Medical Group Inc. (OTCBB: WMDG.OB), a China based manufacturer of medical disposable products and surgical dressings. Mr. Goldman has extensive experience in both auditing and consulting with public companies, and has experience providing accounting and consulting services to the Asian marketplace, having audited several Chinese public companies.

David Murphy has served as the head of China Micro Economic Research at CLSA Asia Pacific Markets, a special unit dedicated to grassroots economic research in China and gather local economic information from around China for rapid delivery to overseas based funds and corporate clients since June 2005. From December 2000 to November 2004, Mr. Murphy worked as a correspondent for the Far Eastern Economic Review and the Wall Street Journal where he covered China & Mongolia focusing mainly on business and economic stories.

Lei Jianghas served as the Executive Deputy Chairman and Secretary of the Association of China Automotive Industry and the Chairman of the Automotive Industry Branch of the Chinese Chamber of Commerce since 1998. Prior to that, Mr. Jiang served in government as the deputy director responsible for supervising China’s auto industry and developing mid to long term strategy of China’s automotive industry. Mr. Jiang has over 20 years of experience in China’s automotive industry.

Meirong Yuanbecame the Company’s Chief Financial Officer and Treasurer on June 22, 2006 and he has been the Vice President of Jinzhou Wonder Industrial Co., Ltd. since June 2005. Mr. Yuan also served as a director of Jinzhou Halla Electrical Equipment Co., Ltd. since January 2002. From July 2003 to June 2005, Mr. Yuan served as the Vice President of Shenzhen Luante Asphalt Advanced Technology Co. Ltd. and was in charge of accounting and financing. Between October 2000 to October 2001, Mr. Yuan studied at ISMA Center in England. Mr. Yuan is a certified public accountant in China and has a Ph.D. in management from South California University for Professional Study.

ITEM 5.05     AMENDMENTS TO THE REGISTRANT’S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS

On March 23, 2007, the Board of Directors of the Company adopted a new Code of Ethics that applies to all of its directors, officers and employees, including its principal executive officer, principal financial officer, and principal accounting officer.  The new code replaces the prior code of ethics of the Company that applied only to its principal executive officer, principal financial officer, principal accounting officer or controller and any person who performed similar functions, and addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code.  A copy of the Code of Ethics is attached to this report as Exhibit 14.1 and is incorporated herein by reference. The Code of Ethics will also be posted on the corporate governance page of the Company’s website at www.wonderautotech.com as soon as practicable.  

ITEM 8.01     OTHER EVENTS

On March 23, 2007, the Board of Directors of the Company established an Audit Committee, a Governance and Nominating Committee and a Compensation Committee and appointed each of the Independent Directors to each committee. Mr. Goldman was appointed to serve as the Chair of the Audit Committee, Mr. Jiang was appointed to serve as the Chair of the Governance and Nominating Committee, and Mr. Murphy was appointed to serve as the Chair of the Compensation Committee. Copies of the Audit Committee Charter, the Governance and Nominating Committee Charter, and the Compensation Committee Charter are attached to this report as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated herein by reference. Each committee charter will also be posted on the corporate governance page of the Company’s website at www.wonderautotech.com as soon as practicable.

On March 27, 2007, the Company issued a press release announcing the Company’s submission of its application for listing of its common stock on the NASDAQ Global Market. There can be no assurance that such application will be approved, or that the Company’s common stock will be listed on the NASDAQ Global Market. A copy of the press release is attached to this report as Exhibit 99.4.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

(c)   Exhibits

Exhibit Number	Description of Exhibit
10.1	Wonder Auto Technology, Inc. Independent Director’s Contract, dated as of March 23, 2007, by and between Wonder Auto Technology, Inc. and Larry Goldman, CPA
10.2	Wonder Auto Technology, Inc. Independent Director’s Contract, dated as of March 23, 2007, by and between Wonder Auto Technology, Inc. and David Murphy
10.3	Wonder Auto Technology, Inc. Independent Director’s Contract, dated as of March 23, 2007, by and between Wonder Auto Technology, Inc. and Lei Jiang
10.4	Form of the Indemnification Agreement, dated as of March 23, 2007, by and between Wonder Auto Technology, Inc. and the Independent Directors
14	Code of Ethics of Wonder Auto Technology, Inc.
99.1	Wonder Auto Technology, Inc. Audit Committee Charter
99.2	Wonder Auto Technology, Inc. Governance and Nominating Committee Charter
99.3	Wonder Auto Technology, Inc. Compensation Committee Charter
99.4	Press release dated March 26, 2007

SIGNATURES

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

Wonder Auto Technology, Inc.

Date: March 29, 2007

/s/ Qingjie Zhao

Chief Executive Officer and President

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.1	Wonder Auto Technology, Inc. Independent Director’s Contract, dated as of March 23, 2007, by and between Wonder Auto Technology, Inc. and Larry Goldman, CPA
10.2	Wonder Auto Technology, Inc. Independent Director’s Contract, dated as of March 23, 2007, by and between Wonder Auto Technology, Inc. and David Murphy
10.3	Wonder Auto Technology, Inc. Independent Director’s Contract, dated as of March 23, 2007, by and between Wonder Auto Technology, Inc. and Lei Jiang
10.4	Form of the Indemnification Agreement, dated as of March 23, 2007, by and between Wonder Auto Technology, Inc. and the Independent Directors
14	Code of Ethics of Wonder Auto Technology, Inc.
99.1	Wonder Auto Technology, Inc. Audit Committee Charter
99.2	Wonder Auto Technology, Inc. Governance and Nominating Committee Charter
99.3	Wonder Auto Technology, Inc. Compensation Committee Charter
99.4	Press release dated March 26, 2007

EX-10.1

Exhibit 10.1

WONDER AUTO TECHNOLOGY, INC.

INDEPENDENT DIRECTOR’S CONTRACT

THIS AGREEMENT (The “Agreement”) is made as of the 23^rd day of March, 2007 and is by and between Wonder Auto Technology, Inc., a Nevada corporation (hereinafter referred to as “Company”) and Larry Goldman (hereinafter referred to as “Director”).

BACKGROUND

The Board of Directors of the Company desires to appoint Director to fill an existing vacancy and to have the Director perform the duties of independent director and Director desires to be so appointed for such position and to perform the duties required of such position in accordance with the terms and conditions of this Agreement.

AGREEMENT

In consideration for the above recited promises and the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, Company and Director hereby agree as follows:

1.DUTIES. The Company requires that the Director be available to perform the duties of an independent director as described in the Company’s Handbook for Prospective Directors and such other duties customarily related to this function as may be determined and assigned by the Board of Directors of the Company and as may be required by the Company’s constituent instruments, including its certificate or articles of incorporation, bylaws and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law, including the Nevada General Corporation Law. Director agrees to devote as much time as is necessary to perform completely the duties as Director of the Company, including duties as a member of the Audit Committee and such other committees as the Director may hereafter be appointed to. The Director will perform such duties described herein in accordance with the general fiduciary duty of Directors arising under the Nevada General Corporation Law and Chapter 78 of the Nevada Revised Statutes.

2.TERM. The term of this Agreement shall commence as of the date of the Director’s appointment by the board of directors of the Company (in the event the Director is appointed to fill a vacancy) or the date of the Director’s election by the stockholders of the Company and shall continue until the Director’s removal or resignation. Each 12-month period ending on the anniversary date of the Director’s appointment is a “Service Year.”

3.COMPENSATION. For all services to be rendered by Director in any capacity hereunder, the Company agrees to pay Director a fee of $50,000 in cash per Service Year payable in equal quarterly installments (the “Compensation”) throughout the Company’s fiscal year. The initial year’s Compensation is considered earned when paid and is nonrefundable. Upon execution of this Agreement, the Company shall pay to the Director a pro rata portion of the initial Service Year’s Compensation described above (pro-rated for the remaining portion of the Company’s then-current fiscal year). Thereafter, payment shall be due on or before the first business day of the Company’s next fiscal year and in succeeding fiscal quarters as described above. Such Compensation and grant shares may be adjusted from time to time as agreed by the parties.

4.EXPENSES. In addition to the compensation provided in paragraph 3 hereof, the Company will reimburse Director for pre-approved reasonable business related expenses incurred in good faith in the performance of Director’s duties for the Company. Such payments shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses incurred. Such statement shall be accompanied by sufficient documentary matter to support the expenditures.

5.CONFIDENTIALITY. The Company and Director each acknowledge that, in order for the intents and purposes of this Agreement to be accomplished, Director shall necessarily be obtaining access to certain confidential information concerning the Company and its affairs, including, but not limited to business methods, information systems, financial data and strategic plans which are unique assets of the Company (“Confidential Information”). Director covenants not to, either directly or indirectly, in any manner, utilize or disclose to any person, firm, corporation, association or other entity any Confidential Information.

6.NON-COMPETE. During the Term and for a period of twelve (12) months following the Director’s removal or resignation from the Board of Directors of the Company or any of its Subsidiaries or Affiliates (the “Restricted Period”), the Director shall not, directly or indirectly, (i) in any manner whatsoever engage in any capacity with any business competitive with the Company's current lines of business or any business then engaged in by the Company, any of its Subsidiaries or any of its Affiliates (the “Company’s Business”) for the Director’s own benefit or for the benefit of any person or entity other than the Company or any Subsidiary or Affiliate; or (ii) have any interest as owner, sole proprietor, shareholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company's Business; provided, however, that the Director may hold, directly or indirectly, solely as an investment, not more than one percent (1%) of the outstanding securities of any person or entity which are listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company's Business. In addition, during the Restricted Period, the Director shall not develop any property for use in the Company's Business on behalf of any person or entity other than the Company, its Subsidiaries and Affiliates.

7.TERMINATION. With or without cause, the Company and Director may each terminate this Agreement at any time upon ten (10) days written notice, and the Company shall be obligated to pay to Director the compensation and expenses due up to the date of the termination. If the director voluntarily resigns prior to October 1st of any year after the first year of this agreement, the Company shall be entitled to receive, upon written request by the Company, a prorated refund of the portion of the Compensation that relates to the period after the termination date. Such written request must be submitted within ninety (90) days of the termination date. Nothing contained herein or omitted herefrom shall prevent the shareholder(s) of the Company from removing Director with immediate effect at any time for any reason.

8.INDEMNIFICATION. The Company shall indemnify, defend and hold harmless Director, to the full extent allowed by the law of the State of Nevada, and as provided by, or granted pursuant to, any charter provision, bylaw provision, agreement (including, without limitation, the Indemnification Agreement executed herewith), vote of stockholders or disinterested directors or otherwise, both as to action in Director’s official capacity and as to action in another capacity while holding such office. The Company and the Director are executing the Indemnification Agreement in the form attached hereto as Exhibit A.

9.EFFECT OF WAIVER. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.

10.NOTICE. Any and all notices referred to herein shall be sufficient if furnished in writing at the addresses specified on the signature page hereto or, if to the Company, to the Company’s address as specified in filings made by the Company with the U.S. Securities and Exchange Commission and if by fax to 202.318.2502.

11.GOVERNING LAW. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by, the laws of the State of Nevada without reference to that state’s conflicts of laws principles.

12.ASSIGNMENT. The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of the Director under this Agreement are personal and therefore Director may not assign any right or duty under this Agreement without the prior written consent of the Company.

13.MISCELLANEOUS. If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of the within Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.

14.ARTICLE HEADINGS. The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

15.COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

16.ENTIRE AGREEMENT.Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter.

IN WITNESS WHEREOF, the parties hereto have caused this Independent Director’s Contract to be duly executed and signed as of the day and year first above written.

WONDER AUTO TECHNOLOGY, INC.
By:	/s/ Qingjie Zhao
	Name:Qingjie Zhao
	Title:CEO and President

INDEPENDENT DIRECTOR
By:	/s/ Larry Goldman
	Name: Larry Goldman

EX-10.2

Exhibit 10.2

WONDER AUTO TECHNOLOGY, INC.

INDEPENDENT DIRECTOR’S CONTRACT

THIS AGREEMENT (The “Agreement”) is made as of the 23^rd day of March, 2007 and is by and between Wonder Auto Technology, Inc., a Nevada corporation (hereinafter referred to as “Company”) and David Murphy (hereinafter referred to as “Director”).

BACKGROUND

The Board of Directors of the Company desires to appoint Director to fill an existing vacancy and to have the Director perform the duties of independent director and Director desires to be so appointed for such position and to perform the duties required of such position in accordance with the terms and conditions of this Agreement.

AGREEMENT

In consideration for the above recited promises and the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, Company and Director hereby agree as follows:

1.DUTIES. The Company requires that the Director be available to perform the duties of an independent director as described in the Company’s Handbook for Prospective Directors and such other duties customarily related to this function as may be determined and assigned by the Board of Directors of the Company and as may be required by the Company’s constituent instruments, including its certificate or articles of incorporation, bylaws and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law, including the Nevada General Corporation Law. Director agrees to devote as much time as is necessary to perform completely the duties as Director of the Company, including duties as a member of the Audit Committee and such other committees as the Director may hereafter be appointed to. The Director will perform such duties described herein in accordance with the general fiduciary duty of Directors arising under the Nevada General Corporation Law and Chapter 78 of the Nevada Revised Statutes.

2.TERM. The term of this Agreement shall commence as of the date of the Director’s appointment by the board of directors of the Company (in the event the Director is appointed to fill a vacancy) or the date of the Director’s election by the stockholders of the Company and shall continue until the Director’s removal or resignation. Each 12-month period ending on the anniversary date of the Director’s appointment is a “Service Year.”

3.COMPENSATION. For all services to be rendered by Director in any capacity hereunder, the Company agrees to (i) pay Director a fee of $20,000 in cash per Service Year payable in equal quarterly installments (the “Base Cash Compensation”) throughout the Company’s fiscal year; and (ii) in any Service Year in which the Company consummates either (a) a registered public offering by it of its shares for its own account for cash or (b) a resale registration of shares on behalf of investors who purchased Company securities in a private placement for cash, but only if such placement occurred during that Service Year or a prior Service Year of the Director (a “Registered Offering”), grant and issue to Director (as additional non-cash compensation for his services as director in lieu of additional cash director compensation and expressly not as compensation for any services in connection with any Company offering, which services are not being offered or provided by the Director) such number of shares having a fair market value (calculated as determined below) equal to the aggregate value of the Base Cash Compensation to be paid to the Director for the Service Year in which the registration statement for the Registered Offering is first declared effective. The fair market value of the shares to be issued to the Director shall be the initial offering price of the Company’s shares in the Registered Offering. The shares issued to the Director shall bear restrictive legends and shall be saleable and transferable only in accordance with SEC Rule 144, but may be registered for resale on Form S-8 or S-3 if and when determined by the full Board of Directors of the Company. In the event a Registered Offering is not effected during a Service Year, an amount equal to the Base Cash Compensation amount shall be paid to the Director in cash at the end of the Service Year in lieu of any share grant. If the Director does not serve on the Board of Directors for at least 12 months prior to the effectiveness of the Registered Offering, the total number of shares granted to the Director will be reduced on a pro rata basis to reflect time actually served on the Board of Directors prior to the effectiveness of the Registered Offering. The initial year’s Base Cash Compensation is considered earned when paid and is nonrefundable. Upon execution of this Agreement, the Company shall pay to the Director a pro rata portion of the initial Service Year’s Base Cash Compensation described above (pro-rated for the remaining portion of the Company’s then-current fiscal year). Thereafter, payment shall be due on or before the first business day of the Company’s next fiscal year and in succeeding fiscal quarters as described above. Such Base Compensation and grant shares may be adjusted from time to time as agreed by the parties.

4.EXPENSES. In addition to the compensation provided in paragraph 3 hereof, the Company will reimburse Director for pre-approved reasonable business related expenses incurred in good faith in the performance of Director’s duties for the Company. Such payments shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses incurred. Such statement shall be accompanied by sufficient documentary matter to support the expenditures.

5.CONFIDENTIALITY. The Company and Director each acknowledge that, in order for the intents and purposes of this Agreement to be accomplished, Director shall necessarily be obtaining access to certain confidential information concerning the Company and its affairs, including, but not limited to business methods, information systems, financial data and strategic plans which are unique assets of the Company (“Confidential Information”). Director covenants not to, either directly or indirectly, in any manner, utilize or disclose to any person, firm, corporation, association or other entity any Confidential Information.

6.NON-COMPETE. During the Term and for a period of twelve (12) months following the Director’s removal or resignation from the Board of Directors of the Company or any of its Subsidiaries or Affiliates (the "Restricted Period"), the Director shall not, directly or indirectly, (i) in any manner whatsoever engage in any capacity with any business competitive with the Company's current lines of business or any business then engaged in by the Company, any of its Subsidiaries or any of its Affiliates (the "Company's Business") for the Director’s own benefit or for the benefit of any person or entity other than the Company or any Subsidiary or Affiliate; or (ii) have any interest as owner, sole proprietor, shareholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company's Business; provided, however, that the Director may hold, directly or indirectly, solely as an investment, not more than one percent (1%) of the outstanding securities of any person or entity which are listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company's Business. In addition, during the Restricted Period, the Director shall not develop any property for use in the Company's Business on behalf of any person or entity other than the Company, its Subsidiaries and Affiliates.

7.TERMINATION. With or without cause, the Company and Director may each terminate this Agreement at any time upon ten (10) days written notice, and the Company shall be obligated to pay to Director the compensation and expenses due up to the date of the termination. If the director voluntarily resigns prior to October 1st of any year after the first year of this agreement, the Company shall be entitled to receive, upon written request by the Company, a prorated refund of the portion of the Base Cash Compensation that relates to the period after the termination date. Such written request must be submitted within ninety (90) days of the termination date. Nothing contained herein or omitted herefrom shall prevent the shareholder(s) of the Company from removing Director with immediate effect at any time for any reason.

8.INDEMNIFICATION. The Company shall indemnify, defend and hold harmless Director, to the full extent allowed by the law of the State of Nevada, and as provided by, or granted pursuant to, any charter provision, bylaw provision, agreement (including, without limitation, the Indemnification Agreement executed herewith), vote of stockholders or disinterested directors or otherwise, both as to action in Director’s official capacity and as to action in another capacity while holding such office. The Company and the Director are executing the Indemnification Agreement in the form attached hereto as Exhibit A.

9.EFFECT OF WAIVER. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.

10.NOTICE. Any and all notices referred to herein shall be sufficient if furnished in writing at the addresses specified on the signature page hereto or, if to the Company, to the Company’s address as specified in filings made by the Company with the U.S. Securities and Exchange Commission and if by fax to 202.318.2502.

11.GOVERNING LAW. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by, the laws of the State of Nevada without reference to that state’s conflicts of laws principles.

12.ASSIGNMENT. The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of the Director under this Agreement are personal and therefore Director may not assign any right or duty under this Agreement without the prior written consent of the Company.

13.MISCELLANEOUS. If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of the within Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.

14.ARTICLE HEADINGS. The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

15.COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

16.ENTIRE AGREEMENT.Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter.

IN WITNESS WHEREOF, the parties hereto have caused this Independent Director’s Contract to be duly executed and signed as of the day and year first above written.

WONDER AUTO TECHNOLOGY, INC.
By:	/s/ Qingjie Zhao
	Name:Qingjie Zhao
	Title:CEO and President

INDEPENDENT DIRECTOR
By:	/s/ David Murphy
	Name:David Murphy

EX-10.3

Exhibit 10.3

WONDER AUTO TECHNOLOGY, INC.

INDEPENDENT DIRECTOR’S CONTRACT

THIS AGREEMENT (The “Agreement”) is made as of the 23^rd day of March, 2007 and is by and between Wonder Auto Technology, Inc., a Nevada corporation (hereinafter referred to as “Company”) and Lei Jiang (hereinafter referred to as “Director”).

BACKGROUND

The Board of Directors of the Company desires to appoint Director to fill an existing vacancy and to have the Director perform the duties of independent director and Director desires to be so appointed for such position and to perform the duties required of such position in accordance with the terms and conditions of this Agreement.

AGREEMENT

In consideration for the above recited promises and the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, Company and Director hereby agree as follows:

1.DUTIES. The Company requires that the Director be available to perform the duties of an independent director as described in the Company’s Handbook for Prospective Directors and such other duties customarily related to this function as may be determined and assigned by the Board of Directors of the Company and as may be required by the Company’s constituent instruments, including its certificate or articles of incorporation, bylaws and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law, including the Nevada General Corporation Law. Director agrees to devote as much time as is necessary to perform completely the duties as Director of the Company, including duties as a member of the Audit Committee and such other committees as the Director may hereafter be appointed to. The Director will perform such duties described herein in accordance with the general fiduciary duty of Directors arising under the Nevada General Corporation Law and Chapter 78 of the Nevada Revised Statutes.

2.TERM. The term of this Agreement shall commence as of the date of the Director’s appointment by the board of directors of the Company (in the event the Director is appointed to fill a vacancy) or the date of the Director’s election by the stockholders of the Company and shall continue until the Director’s removal or resignation. Each 12-month period ending on the anniversary date of the Director’s appointment is a “Service Year.”

3.COMPENSATION. For all services to be rendered by Director in any capacity hereunder, the Company agrees to (i) pay Director a fee of $20,000 in cash per Service Year payable in equal quarterly installments (the “Base Cash Compensation”) throughout the Company’s fiscal year; and (ii) in any Service Year in which the Company consummates either (a) a registered public offering by it of its shares for its own account for cash or (b) a resale registration of shares on behalf of investors who purchased Company securities in a private placement for cash, but only if such placement occurred during that Service Year or a prior Service Year of the Director (a “Registered Offering”), grant and issue to Director (as additional non-cash compensation for his services as director in lieu of additional cash director compensation and expressly not as compensation for any services in connection with any Company offering, which services are not being offered or provided by the Director) such number of shares having a fair market value (calculated as determined below) equal to the aggregate value of the Base Cash Compensation to be paid to the Director for the Service Year in which the registration statement for the Registered Offering is first declared effective. The fair market value of the shares to be issued to the Director shall be the initial offering price of the Company’s shares in the Registered Offering. The shares issued to the Director shall bear restrictive legends and shall be saleable and transferable only in accordance with SEC Rule 144, but may be registered for resale on Form S-8 or S-3 if and when determined by the full Board of Directors of the Company. In the event a Registered Offering is not effected during a Service Year, an amount equal to the Base Cash Compensation amount shall be paid to the Director in cash at the end of the Service Year in lieu of any share grant. If the Director does not serve on the Board of Directors for at least 12 months prior to the effectiveness of the Registered Offering, the total number of shares granted to the Director will be reduced on a pro rata basis to reflect time actually served on the Board of Directors prior to the effectiveness of the Registered Offering. The initial year’s Base Cash Compensation is considered earned when paid and is nonrefundable. Upon execution of this Agreement, the Company shall pay to the Director a pro rata portion of the initial Service Year’s Base Cash Compensation described above (pro-rated for the remaining portion of the Company’s then-current fiscal year). Thereafter, payment shall be due on or before the first business day of the Company’s next fiscal year and in succeeding fiscal quarters as described above. Such Base Compensation and grant shares may be adjusted from time to time as agreed by the parties.

4.EXPENSES. In addition to the compensation provided in paragraph 3 hereof, the Company will reimburse Director for pre-approved reasonable business related expenses incurred in good faith in the performance of Director’s duties for the Company. Such payments shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses incurred. Such statement shall be accompanied by sufficient documentary matter to support the expenditures.

5.CONFIDENTIALITY. The Company and Director each acknowledge that, in order for the intents and purposes of this Agreement to be accomplished, Director shall necessarily be obtaining access to certain confidential information concerning the Company and its affairs, including, but not limited to business methods, information systems, financial data and strategic plans which are unique assets of the Company (“Confidential Information”). Director covenants not to, either directly or indirectly, in any manner, utilize or disclose to any person, firm, corporation, association or other entity any Confidential Information.

6.NON-COMPETE. During the Term and for a period of twelve (12) months following the Director’s removal or resignation from the Board of Directors of the Company or any of its Subsidiaries or Affiliates (the "Restricted Period"), the Director shall not, directly or indirectly, (i) in any manner whatsoever engage in any capacity with any business competitive with the Company's current lines of business or any business then engaged in by the Company, any of its Subsidiaries or any of its Affiliates (the "Company's Business") for the Director’s own benefit or for the benefit of any person or entity other than the Company or any Subsidiary or Affiliate; or (ii) have any interest as owner, sole proprietor, shareholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company's Business; provided, however, that the Director may hold, directly or indirectly, solely as an investment, not more than one percent (1%) of the outstanding securities of any person or entity which are listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company's Business. In addition, during the Restricted Period, the Director shall not develop any property for use in the Company's Business on behalf of any person or entity other than the Company, its Subsidiaries and Affiliates.

7.TERMINATION. With or without cause, the Company and Director may each terminate this Agreement at any time upon ten (10) days written notice, and the Company shall be obligated to pay to Director the compensation and expenses due up to the date of the termination. If the director voluntarily resigns prior to October 1st of any year after the first year of this agreement, the Company shall be entitled to receive, upon written request by the Company, a prorated refund of the portion of the Base Cash Compensation that relates to the period after the termination date. Such written request must be submitted within ninety (90) days of the termination date. Nothing contained herein or omitted herefrom shall prevent the shareholder(s) of the Company from removing Director with immediate effect at any time for any reason.

8.INDEMNIFICATION. The Company shall indemnify, defend and hold harmless Director, to the full extent allowed by the law of the State of Nevada, and as provided by, or granted pursuant to, any charter provision, bylaw provision, agreement (including, without limitation, the Indemnification Agreement executed herewith), vote of stockholders or disinterested directors or otherwise, both as to action in Director’s official capacity and as to action in another capacity while holding such office. The Company and the Director are executing the Indemnification Agreement in the form attached hereto as Exhibit A.

9.EFFECT OF WAIVER. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.

10.NOTICE. Any and all notices referred to herein shall be sufficient if furnished in writing at the addresses specified on the signature page hereto or, if to the Company, to the Company’s address as specified in filings made by the Company with the U.S. Securities and Exchange Commission and if by fax to 202.318.2502.

11.GOVERNING LAW. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by, the laws of the State of Nevada without reference to that state’s conflicts of laws principles.

12.ASSIGNMENT. The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of the Director under this Agreement are personal and therefore Director may not assign any right or duty under this Agreement without the prior written consent of the Company.

13.MISCELLANEOUS. If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of the within Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.

14.ARTICLE HEADINGS. The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

15.COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

16.ENTIRE AGREEMENT.Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter.

IN WITNESS WHEREOF, the parties hereto have caused this Independent Director’s Contract to be duly executed and signed as of the day and year first above written.

WONDER AUTO TECHNOLOGY, INC.
By:	/s/ Qingjie Zhao
	Name: Qingjie Zhao
	Title:CEO and President

INDEPENDENT DIRECTOR
By:	/s/ Lei Jiang
	Name:Lei Jiang

EX-10.4

Exhibit 10.4

FORM OF THE INDEMNIFICATION AGREEMENT

This Indemnification Agreement, dated as of the 23rd day of March, 2007 is made by and between WONDER AUTO TECHNOLOGY, INC., a Nevada corporation (the “Company”), and Larry Goldman/ David Murphy/ Lei Jiang, an independent director of the Company (the “Indemnitee”).

RECITALS

A.The Company and the Indemnitee recognize that the present state of the law is too uncertain to provide the Company's officers and directors with adequate and reliable advance knowledge or guidance with respect to the legal risks and potential liabilities to which they may become personally exposed as a result of performing their duties for the Company;

B.The Company and the Indemnitee are aware of the substantial growth in the number of lawsuits filed against corporate officers and directors in connection with their activities in such capacities and by reason of their status as such;

C.The Company and the Indemnitee recognize that the cost of defending against such lawsuits, whether or not meritorious, is typically beyond the financial resources of most officers and directors of the Company;

D.The Company and the Indemnitee recognize that the legal risks and potential liabilities, and the threat thereof, associated with proceedings filed against the officers and directors of the Company bear no reasonable relationship to the amount of compensation received by the Company's officers and directors;

E.The Company, after reasonable investigation prior to the date hereof, has determined that the liability insurance coverage available to the Company as of the date hereof is inadequate, unreasonably expensive or both. The Company believes, therefore, that the interest of the Company and its current and future shareholders would be best served by a combination of (i) such insurance as the Company may obtain pursuant to the Company’s obligations hereunder and (ii) a contract with its officers and directors, including the Indemnitee, to indemnify them to the fullest extent permitted by law (as in effect on the date hereof, or, to the extent any amendment may expand such permitted indemnification, as hereafter in effect) against personal liability for actions taken in the performance of their duties to the Company;

EX-14

EXHIBIT 14

CODE OF ETHICS

OF

WONDER AUTO TECHNOLOGY, INC.

I.Objectives

Wonder Auto Technology, Inc. (the “Company”) is committed to the highest level of ethical behavior. The Company’s business success depends upon the reputation of the Company and its directors, officer and employees to perform with the highest level of integrity and principled business conduct.

This Code of Ethics (“Code”) applies to all directors, officers and employees of the Company, including the Company's principal executive officer and principal financial officer, (collectively, the “Covered Persons”). This Code is designed to deter wrongdoing and to promote all of the following:

·   honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·   full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the "Commission"), and in other public communications made by the Company;

·   compliance with applicable governmental laws, rules and regulations;

·   the prompt internal reporting to an appropriate person or persons identified herein for receiving notice of violations or potential violations of this Code; and

·   accountability for adherence to this Code.

Current versions of the Code will be maintained on the Company’s Website and distributed periodically to all Covered Persons. Compliance with the Code is, first and foremost, the individual responsibility of every Covered Person.

This Code is not intended to cover every applicable law, or to provide answers to all questions that might arise; for such, the Company relies on each person’s sense of what is right, including a sense of when it is appropriate to seek guidance from others on an appropriate course of conduct.

II.Honest And Ethical Conduct

Each Covered Person must always conduct himself or herself in an honest and ethical manner. Each Covered Person must act with the highest standards of personal and professional integrity and must not tolerate others who attempt to deceive or evade responsibility for actions. Honest and ethical conduct must be a driving force in every decision made by a Covered Person while performing his or her duties for the Company. When in doubt as to whether an action is honest and ethical, each Covered Person shall seek advice from his or her immediate supervisor or senior management, as appropriate.

III.Conflicts Of Interest

The term “conflict of interest” refers to any circumstance that would cast doubt on a Covered Person’s ability to act objectively when representing the Company’s interest. Covered Persons should not use their position or association with the Company for their own or their family’s personal gain, and should avoid situations in which their personal interests (or those of their family) conflict or overlap, or appear to conflict or overlap, with the Company’s best interests.

The following are examples of activities that give rise to a conflict of interest. These examples do not in any way limit the general scope of the Company's policy regarding conflicts of interest.

·   Where a Covered Person’s association with (or financial interest in) another person or entity would reasonably be expected to interfere with the Covered Person's independent judgment as to the Company’s best interest, that association or financial interest creates a conflict of interest.

·   The holding of a financial interest by a Covered Person in any present or potential competitor, customer, supplier, or contractor of the Company creates a conflict of interest, except where the business or enterprise in which the Covered Person holds such financial interest is publicly owned, and the financial interest of the Covered Person in such public entity constitutes less than one percent (1%) of the ownership of that business or enterprise.

·   The acceptance by a Covered Person of a membership on the board of directors, or serving as a consultant or advisor to any board or any management, of a business that is a present or potential competitor, customer, supplier, or contractor of the Company, creates a conflict of interest, unless such relationship is pre-approved in writing by the principal executive officer of the Company.

·   Engaging in any transaction involving the Company, from which the Covered Person can benefit financially or otherwise, apart from the usual compensation received in the ordinary course of business, creates a conflict of interest. Such transactions include lending or borrowing money, guaranteeing debts, or accepting gifts, entertainment, or favors from a present or potential competitor, customer, supplier, or contractor of the Company.

·   The use or disclosure of any unpublished information regarding the Company, obtained by a Covered Person in connection with his or her employment for personal benefit, creates a conflict of interest.

 It is our policy and it is expected that all Covered Persons should endeavor to avoid all situations that present an actual or apparent conflict of interest. All actual or apparent conflicts of interest must be handled honestly and ethically. If a Covered Person suspects that he or she may have a conflict of interest, that Covered Person is required to report the situation to, and to seek guidance from, his or her immediate supervisor or senior management, as appropriate. For purposes of this Code, directors, the principal executive officer, and the principal financial officer shall report any such conflict or potential conflict situations to the chairman of the audit committee, if one be created, and in the absence of an audit committee, to chairman of the board of directors. Officers (other than the principal executive officer and principal financial officer) and employees of the Company shall report any such situations to their immediate supervisor. It is the responsibility of the audit committee chairman or the chairman of the board, as applicable, to determine if a conflict of interest exists or whether such situation is likely to impair the Covered Persons ability to perform his or her assigned duties with the Company, and if such situation is determined to present a conflict, to determine the necessary resolution.

IV.Compliance With Applicable Laws, Rules And Regulations

Full compliance with letter and the spirit of all applicable governmental laws, rules and regulations, and applicable rules and listing standards of any national securities exchange on which the Company’s securities may be listed, is one of the foundations on which this Company’s ethical policies are built. All directors and executive officers of the Company must understand and take responsibility for the Company's compliance with the applicable governmental laws, rules and regulations of the cities, states and countries in which the Company operates, and for complying with the applicable rules and listing standards of any national securities exchange on which the Company’s securities may be listed.

V.Rules To Promote Full, Fair, Accurate, Timely and Understandable Disclosure

As a public Company, the Company has a responsibility to report financial information to security holders so that they are provided with accurate information in all material respects about the Company’s financial condition and results of operations. It is the policy of the Company to fully and fairly disclose the financial condition of the Company in compliance with applicable accounting principles, laws, rules and regulations. Further, it is the Company’s policy to promote full, fair, accurate, timely and understandable disclosure in all Company reports required to be filed with or submitted to the Commission, as required by applicable laws, rules and regulations then in effect, and in other public communications made by the Company.

Covered Persons may be called upon to provide or prepare necessary information to ensure that the Company’s public reports are complete, fair and understandable. The Company expects Covered Persons to take this responsibility seriously and to provide accurate information related to the Company’s public disclosure requirements.

All books and records of the Company shall fully and fairly reflect all Company transactions in accordance with accounting principles generally accepted in the United States of America, and any other financial reporting or accounting regulations to which the Company is subject. No entries to the Company’s books and records shall be made or omitted to intentionally conceal or disguise the true nature of any transaction. Covered Persons shall maintain all Company books and records in accordance with the Company’s established disclosure controls and procedures and internal controls for financial reporting, as such controls may be amended from time to time.

All Covered Persons must report any questionable accounting or auditing matters that may come to their attention. This applies to all reports or records prepared for internal or external purposes. If any Covered Person has concerns or complaints regarding questionable accounting or auditing matters of the Company, Covered Person shall report such matters to his or her immediate supervisor. If the immediate supervisor is involved in the questionable accounting or auditing matter, or does not timely resolve the Covered Person’s concern, the Covered Person should submit their concerns to the principal executive officer or the principal financial officer. If the principal executive officer and the principal financial officer are involved in the questionable accounting or auditing matter, or do not timely resolve the Covered Person's concerns, the Covered person should submit his or her concern directly to the audit committee, if one be established, or to the board of directors in the absence of a designated audit committee. The reporting of any such matters may be done on a confidential basis, at the election of the Covered Person making the report.

VI.Corporate Opportunities

Directors and employees are prohibited from taking for themselves opportunities that are discovered through the use of Company property, information or position, or using Company property, information or position for personal gain. Directors and employees have a duty to the Company to advance its legitimate interest when the opportunity to do so arises.

VII.Confidentiality

Directors and employees must maintain the confidentiality of non-public, proprietary information regarding the Company, its customers or its suppliers, and shall use that information only to further the business interests of the Company, except where disclosure or other use is authorized by the Company or legally mandated. This includes information disseminated to employees in an effort to keep them informed or in connection with their work activities, but with the instruction, confidential labeling, or reasonable expectation that the information be kept confidential.

VIII.Trading on Inside Information

Inside information includes any non-public information, whether favorable or unfavorable, that investors generally consider important in making investment decisions. Examples including financial results not yet released, imminent regulatory approval/disapproval of an alliance or other significant matter such as the purchase or sale of a business unit or significant assets, threatened litigation, or other significant facts about a business. No information obtained as the result of employment at, or a director’s service on the Board of, the Company may be used for personal profit or as the basis for a “tip” to others, unless such information has previously been made generally available to the public, and even in such circumstances, such information may be subject to other duties.

IX.Protection and Proper Use of Company Assets

Directors and employees should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have an adverse impact on the Company and its profitability. Company assets may only be used for legitimate Company business purposes.

X.Reporting Violations of the Code

Any Covered Person who becomes aware of any violation of this Code must promptly bring the violation to the attention of the appropriate party as follows: directors, the Company’s principal executive officer and the principal financial officer shall report on a confidential basis any violations to the chairman of the audit committee, if one be created, and in the absence of an audit committee, to the chairman of the board of directors of the Company; Executive officers and employees of the Company shall report any violations to the Company’s principal executive officer or principal financial officer.

XI.Compliance with the Code

All issues of non-compliance with this Code will be reviewed and evaluated according to the circumstances and severity of the problem. Senior management will take such actions as it deems appropriate, which can include disciplinary action up to and including termination of employment, legal action, and other measures.

XII.Waiver of the Code

Any waiver of this Code may be made only by the independent directors on the board of directors, or by an authorized committee of the board of directors comprised solely of independent directors, and will be disclosed as required by law, Commission regulations, or the rules and listing standards of any national securities exchange on which the Company’s securities may be listed.

EX-99.1

Exhibit 99.1

WONDER AUTO TECHNOLOGY, INC.

AUDIT COMMITTEE CHARTER

The Purpose of the Audit Committee

The purpose of the Audit Committee of Wonder Auto Technology, Inc. (the “Company”) is to represent and assist the board of directors in its general oversight of the Company's accounting and financial reporting processes, audits of the financial statements, and internal control and audit functions. Management is responsible for (a) the preparation, presentation and integrity of the Company's financial statements; (b) accounting and financial reporting principles; and (c) the Company's internal controls and procedures designed to promote compliance with accounting standards and applicable laws and regulations. The Company's independent auditing firm is responsible for performing an independent audit of the consolidated financial statements in accordance with generally accepted auditing standards.

The Audit Committee members are not professional accountants or auditors and their functions are not intended to duplicate or to certify the activities of management and the independent auditor. Consequently, it is not the duty of the Audit Committee to conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditor or to assure compliance with laws and regulations and the Company’s Code of Ethics. The Audit Committee serves a board level oversight role where it oversees the relationship with the independent auditor, as set forth in this charter, receives information and provides advice, counsel and general direction, as it deems appropriate, to management and the auditors, taking into account the information it receives, discussions with the auditor, and the experience of the Audit Committee's members in business, financial and accounting matters.

Membership and Structure

The Audit Committee is comprised of at least three directors determined by the board of directors to meet the director and audit committee member independence requirements and financial literacy requirements of The NASDAQ Stock Market, Inc. ("NASDAQ"), the Securities and Exchange Commission or any other applicable requirements. At least one member of the Audit Committee must be financially sophisticated, as determined by the Board, and no Audit Committee member may have participated in the preparation of the financial statements of the Company or any of the Company's current subsidiaries at any time during the past three years, each as required by NASDAQ listing standards. Appointment to the Audit Committee, including the designation of the Chair of the Audit Committee and the designation of any Audit Committee members as "audit committee financial experts", shall be made on an annual basis by the full Board upon recommendation of the Governance and Nominating Committee. Meetings of the Audit Committee shall be held at such times and places as the Audit Committee shall determine, including by written consent. When necessary, the Audit Committee shall meet in executive session outside of the presence of any senior executive officer of the Company. The Chair of the Audit Committee shall report on activities of the Audit Committee to the full Board. In fulfilling its responsibilities the Audit Committee shall have authority to delegate its authority to subcommittees, in each case to the extent permitted by applicable law.

Operations

The Audit Committee meets at least four times a year, on a quarterly basis. Additional meetings may occur as the Audit Committee or its chairperson deems advisable. The Audit Committee shall meet in executive session privately, with the independent auditor, without the chief internal auditor and management present, not less frequently than quarterly. The Audit Committee will cause adequate minutes of all its proceedings to be kept, and will report on its actions and activities at the next quarterly meeting of the board of directors of the Company. Audit Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Audit Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the board of directors of the Company. The Audit Committee is authorized to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the Bylaws of the Company, or (c) the laws of the state of Nevada.

The Chairman of the Audit Committee is to be contacted directly by the chief internal auditor or the independent auditor (1) to review items of a sensitive nature that can impact the accuracy of financial reporting or (2) to discuss significant issues relative to the overall Board responsibility that have been communicated to management but, in their judgment, may warrant follow-up by the Audit Committee.

Authority

The Audit Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Audit Committee shall have the authority to engage independent legal, accounting and other advisers, as it determines necessary to carry out its duties. The Audit Committee shall have sole authority to approve related fees and retention terms. Any communications between the Audit Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Audit Committee will take all necessary steps to preserve the privileged nature of those communications.

The Audit Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Audit Committee.

Responsibilities

The Audit Committee:

1.is directly responsible for the appointment, replacement, compensation, and oversight of the work of the independent auditor. The independent auditor shall report directly to the Audit Committee.

2.obtains and reviews annually a report by the independent auditor describing the firm's internal quality-control procedures; any material issues raised by the most recent internal quality-control review or peer review or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues.

3.reviews and discusses with the independent auditor the written statement from the independent auditor concerning any relationship between the auditor and the Company or any other relationships that may adversely affect the independence of the auditor, and, based on such review, assesses the independence of the auditor.

4.establishes policies and procedures for the review and pre-approval by the Audit Committee of all auditing services and permissible non-audit services (including the fees and terms thereof) to be performed by the independent auditor.

5.reviews and discusses with the independent auditor: (a) its audit plans, and audit procedures, including the general audit approach, scope, staffing, fees and timing of the audit; (b) the results of the annual audit examination and accompanying management letters; and (c) the results of the independent auditor's procedures with respect to interim periods.

6.reviews and discusses reports from the independent auditor on (a) all critical accounting policies and practices used by the Company, (b) alternative accounting treatments within GAAP related to material items that have been discussed with management, including the ramifications of the use of the alternative treatments and the treatment preferred by the independent auditor, and (c) other material written communications between the independent auditor and management.

7.reviews and discusses with the independent auditor the independent auditor's judgments as to the quality, not just the acceptability, of the Company's accounting principles and such further matters as the independent auditors present the Audit Committee under generally accepted auditing standards.

8.discusses with management and the independent auditor quarterly earnings press releases, including the interim financial information and business discussion included therein, reviews and discusses with management and independent auditor the unaudited quarterly or interim financial statements and the management discussion and analysis in the quarterly report or the annual report, the year-end audited financial statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, if deemed appropriate, recommends to the board of directors that the audited financial statements be included in the Annual Report on Form 10-K for the year.

9.reviews and discusses with management and the independent auditor various topics and events that may have significant financial impact on the Company or that are the subject of discussions between management and the independent auditors.

10.reviews and discusses with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures.

11.reviews and approves related-party transactions (as defined in the relevant NASDAQ requirements).

12.reviews and discusses with management, the independent auditor, and the Company's chief internal auditor: (a) the adequacy and effectiveness of the Company's internal controls (including any significant deficiencies and significant changes in internal controls reported to the Audit Committee by the independent auditor or management); (b) the Company's internal audit procedures; and (c) the adequacy and effectiveness of the Company's disclosure controls and procedures, and management reports thereon.

13.reviews annually with the chief internal auditor the scope of the internal audit program, and reviews annually the performance of both the internal audit group and the independent auditor in executing their plans and meeting their objectives.

14.reviews and concurs in the appointment, replacement, reassignment, or dismissal of any chief internal auditor of the Company.

15.reviews the use of auditors other than the independent auditor in cases such as management's request for second opinions.

16.reviews matters related to the corporate compliance activities of the Company.

17.establishes procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

18.establishes policies for the hiring of employees and former employees of the independent auditor.

19.publishes the report of the Audit Committee required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement.

20.periodically review with the Company’s in-house and independent counsel any legal matters that could have a significant impact on the Company’s financial statements, the Company’s compliance with applicable laws and regulations, and any material reports or inquiries received from regulators or governmental agencies.

21.obtain timely reports from management and the Company’s senior internal auditing executive and counsel that the Company and its subsidiaries are in conformity with applicable legal requirements and the Company’s Code of Ethics, including disclosures of insider and affiliated party transactions.

22.advice the Board of Directors with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations and with the Company’s Code of Ethics.

23.review and approved the Company’s Code of Ethics, as it may be amended and updated from time to time, and ensure that management has implemented a compliance program to enforce such Code. Ensure that such compliance program includes reporting violations of such Code of Ethics to the Audit Committee

24.review reported violations of the Company’s Code of Ethics.

25.review and approve (a) any change or waiver in the Company’s Code of Ethics for principal executives and senior financial officers and (b) any disclosures made on Form 8-K regarding such change or waiver.

26.when appropriate, designates one or more of its members to perform certain of its duties on its behalf, subject to such reporting to or ratification by the Audit Committee as the Audit Committee shall direct.

27.will engage in an annual self-assessment with the goal of continuing improvement, and will annually review and reassess the adequacy of its charter, and recommends any changes to the full Board.

28.the Audit Committee shall consult with management but may not delegate these responsibilities, except as specifically provided for above.

EX-99.2

Exhibit 99.2

WONDER AUTO TECHNOLOGY, INC.

GOVERNANCE AND NOMINATING COMMITTEE CHARTER

The Purpose of the Governance and Nominating Committee

The purpose of the Governance and Nominating Committee of Wonder Auto Technology, Inc. (the “Company”), is to determine the slate of director nominees for election to the Company’s Board of Directors, to identify and recommend candidates to fill vacancies occurring between annual shareholder meetings, to review, evaluate and recommend changes to the Company’s Corporate Governance Guidelines, and to review the Company’s policies and programs that relate to matters of corporate responsibility, including public issues of significance to the Company and its stakeholders.

Membership and Structure

The membership of the Governance and Nominating Committee consists of at least two directors, each of whom shall meet the independence requirements established by the Board of Directors and applicable laws, regulations and listing requirements of the NASDAQ Stock Market, Inc. The Board of Directors of the Company appoints the members of the Governance and Nominating Committee and the chairperson. The Board of Directors of the Company may remove any member from the Governance and Nominating Committee at any time with or without cause.

Operations

The Governance and Nominating Committee meets at least twice a year. Additional meetings may occur as the Governance and Nominating Committee or its chairperson deems advisable. The Governance and Nominating Committee will cause to be kept adequate minutes of all its proceedings, and will report on its actions and activities at the next quarterly meeting of the Board of Directors of the Company. The Governance and Nominating Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Governance and Nominating Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board of Directors of the Company. The Governance and Nominating Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the Bylaws of the Company, or (c) the laws of the state of Nevada.

Authority

The Governance and Nominating Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Governance and Nominating Committee has sole authority to retain and terminate outside counsel, any search firm used to identify director candidates, or other experts or consultants, as it deems appropriate, including sole authority to approve the firms' fees and other retention terms. Any communications between the Governance and Nominating Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Governance and Nominating Committee will take all necessary steps to preserve the privileged nature of those communications.

The Governance and Nominating Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Governance and Nominating Committee.

Responsibilities

Subject to the provisions of the Corporate Governance Guidelines, the principal responsibilities and functions of the Governance and Nominating Committee are as follows:

1.Annually evaluate and report to the Board of Directors of the Company on the performance and effectiveness of the Board of Directors to facilitate the directors fulfilling their responsibilities in a manner that serves the interests of the Company’s shareholders.

2.Annually present to the Board of Directors a list of individuals recommended for nomination for election to the Board of Directors of the Company at the annual meeting of shareholders, and for appointment to the committees of the Board of Directors (including this Governance and Nominating Committee).

3.Before recommending an incumbent, replacement or additional director, review his or her qualifications, including capability, availability to serve, conflicts of interest, and other relevant factors.

4.Assist in identifying, interviewing and recruiting candidates for the Board of Directors.

5.Annually review the composition of each committee and present recommendations for committee memberships to the Board of Directors of the Company as needed.

6.Periodically review the compensation paid to non-employee directors for annual retainers (including the Board of Directors of the Company and committee Chairs) and meeting fees, if any, and make recommendations to the Board of Directors for any adjustments. No member of the Governance and Nominating Committee will act to fix his or her own compensation except for uniform compensation to directors for their services as such.

7.Develop and periodically review and recommend to the board appropriate revisions to the Company's Corporate Governance Guidelines.

8.Monitor compliance with the Corporate Governance Guidelines.

9.Regularly review and make recommendations about changes to the charter of the Governance and Nominating Committee.

10.Regularly review and make recommendations about changes to the charters of other board committees after consultation with the respective committee chairs.

11.Obtain or perform an annual evaluation of the Governance and Nominating Committee's performance and make applicable recommendations.

12.Assist the Chairman of the Board of Directors of the Company, if the Chairman is a non-management director, or otherwise the Chairman of the Governance and Nominating Committee acting as Lead Independent Director, in leading the Board of Directors’ annual review of the Chief Executive Officer’s performance.

EX-99.3

Exhibit 99.3

WONDER AUTO TECHNOLOGY, INC.

COMPENSATION COMMITTEE CHARTER

The Purpose of the Compensation Committee

The purpose of the compensation committee is to discharge the responsibilities of the board of directors of Wonder Auto Technology, Inc. (the “company”) relating to compensation of the company’s executives, to produce an annual report on executive compensation for inclusion in the company’s proxy statement, and to oversee and advise the board of directors of the company on the adoption of policies that govern the company’s compensation programs, including stock and benefit plans.

Membership and Structure

The membership of the Compensation Committee consists of at least three directors, all of whom shall (a) meet the independence requirements established by the board of directors of the company and applicable laws, regulations and listing requirements of The NASDAQ Stock Market, Inc., (b) be a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, and (c) be an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code. The board of directors of the company appoints the members of the Compensation Committee and the chairperson of the Compensation Committee. The board of directors of the company may remove any member from the Compensation Committee at any time with or without cause.

Operations

The Compensation Committee meets at least four times a year. Additional meetings may occur as the Compensation Committee or its chairperson deems advisable. The Compensation Committee will cause adequate minutes of all its proceedings to be kept, and will report on its actions and activities at the next quarterly meeting of the board of directors of the company. Compensation Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Compensation Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the board of directors of the company. The Compensation Committee is authorized to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the Bylaws of the company, or (c) the laws of the state of Nevada.

Authority

The Compensation Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Compensation Committee has sole authority to retain and terminate outside counsel, compensation consultants retained to assist the Compensation Committee in determining the compensation of the Chief Executive Officer or senior executive officers, or other experts or consultants, as it deems appropriate, including sole authority to approve the firms’ fees and other retention terms. Any communications between the Compensation Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the company and the Compensation Committee will take all necessary steps to preserve the privileged nature of those communications.

The Compensation Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Compensation Committee.

Responsibilities

Subject to the provisions of the Company’s Corporate Governance Guidelines, the principal responsibilities and functions of the Compensation Committee are as follows:

1.Review the competitiveness of the company’s executive compensation programs to ensure (a) the attraction and retention of corporate officers, (b) the motivation of corporate officers to achieve the company’s business objectives, and (c) the alignment of the interests of key leadership with the long-term interests of the company’s shareholders.

2.Review trends in management compensation, oversee the development of new compensation plans, and, when necessary, approve the revision of existing plans.

3.Review and approve the compensation structure for corporate officers at the level of corporate vice president and above.

4.Oversee an evaluation of the performance of the company's executive officers and approve the annual compensation, including salary, bonus, incentive and equity compensation, for the executive officers.

5.Review and approve Chairman and CEO goals and objectives, evaluate Chairman and CEO performance in light of these corporate objectives, and set Chairman and CEO compensation consistent with company philosophy. The CEO may not be present during deliberations or voting concerning the CEO’s compensation. The CEO will be reviewed by the Chairman of the Nominating Committee acting as the Lead Independent Director. The results of the annual CEO evaluation will be considered in setting CEO salary and other compensation.

6.Review and approve compensation packages for new corporate officers and termination packages for corporate officers as requested by management.

7.Review and discuss with the Board and senior officers plans for officer development and corporate succession plans for the CEO and other senior officers.

8.Review and make recommendations concerning long-term incentive compensation plans, including the use of equity-based plans. Except as otherwise delegated by the board of directors of the company, the compensation committee will act on behalf of the board of directors as the “Committee” established to administer equity-based and employee benefit plans, and as such will discharge any responsibilities imposed on the Compensation Committee under those plans, including making and authorizing grants, in accordance with the terms of those plans.

9.Review periodic reports from management on matters relating to the company’s personnel appointments and practices.

10.Produce an annual report of the Compensation Committee on executive compensation for the company’s annual proxy statement in compliance with applicable Securities and Exchange Commission rules and regulations and relevant listing authority.

11.Regularly review and make recommendations about changes to the charter of the Committee.

12.Obtain or perform an annual evaluation of the Compensation Committee’s performance and make applicable recommendations.

EX-99.4

Exhibit 99.4

Wonder Auto Announces Application for NASDAQ Global Market Listing

Tuesday March 27, 8:00 am ET

Appoints Three New Independent Directors to Board of Directors

JINZHOU CITY, China, March 27 /Xinhua-PRNewswire-FirstCall/ -- Wonder Auto Technology, Inc., (OTC Bulletin Board: WATG - News; “Wonder Auto” or “the Company”), a China-based manufacturer of automotive electrical parts, specifically starters and alternators, today announced it had filed its application for listing of its common stock on the NASDAQ Global Market. The Company believes that it meets all of the listing criteria.

“We have made significant strides as a U.S. traded company since becoming public in June, 2006. We continue to expand our business in both domestic and international markets and have an established competitive position with our low cost structure and competitive technology. As a growing public company, we believe that it is the appropriate time to apply for the listing on NASDAQ,'' said Qingjie Zhao, Wonder Auto's Chairman and CEO. ''If approved, we believe that Wonder Auto will gain access to a broader institutional investment community, strengthen its financing flexibility, and provide greater liquidity for its shareholders.”

Wonder Auto’s application for listing on the NASDAQ Global Market is subject to approval by NASDAQ. The Company's common stock will continue to trade on the Over the Counter Bulletin Board until NASDAQ approves its application.

In addition to the application for a NASDAQ listing, Wonder Auto has approved the appointment of three new independent directors, Mr. Larry Goldman, Mr. David Murphy and Mr. Lei Jiang, effective March 23, 2007.

“We warmly welcome the new independent directors to the Board. Each of the three new directors brings to Wonder Auto a broad range of financial and industry expertise, providing the desired foundation for solid corporate governance in an effort to enhance our transparency and commitment to value for our shareholders. The appointment of new independent directors is an important step in our company's future plans for a NASDAQ listing of our common stock,” said Qingjie Zhao, Wonder Auto's Chairman and CEO.

Mr. Larry Goldman has been appointed to serve as the Chairman of Wonder Auto’s Audit Committee. He is a seasoned corporate finance executive with extensive auditing and strong SEC and SOX compliance experience and a proven track record of leading and advising public and private companies through capital markets transactions, international expansion, mergers and acquisitions, IPOs, and other complex financial transactions. From 2004 to 2006, Mr. Goldman was the CFO of Win Win Gaming, Inc., a Las Vegas-based public company (OTCBB symbol - WNWN) with international operations in Asia. Prior to that, he was an Audit Assurance Partner for Livingston Wachtell & Co., LLP, a NYC CPA firm with over 20 years of assurance, tax and advisory services working for both the private and public sectors. Mr. Goldman has an MS Degree in Taxation from Pace University and Bachelor's Degree in Business Administration with a concentration in Accounting. Mr. Goldman is a member of the New York State Society of CPAs, where he has served on the SEC Practice Committee and a Management Consulting Committee. He has also been published extensively in the CPA Journal.

Mr. David Murphy has been appointed to serve as the Chairman of Wonder Auto’s Compensation Committee. Mr. Murphy has served CLSA Asia Pacific Markets, as the Head of China Micro Economic Research, a special unit dedicated to grassroots economic research in China, since 2005. He previously served as the Correspondent of Far Eastern Economic Review, covering business and economic stories in China, from 2000 through 2004. Mr. David Murphy received his Bachelor's and Master’s Degrees in History from Trinity College in Dublin of Ireland in 1989 and 1995 respectively.

Mr. Lei Jiang has been appointed to serve as the Chairman of Wonder Auto's Governance and Nominating Committee. He has over 20 years of experience in China's automotive industry. From 1998 to present, Mr. Jiang has served as the Executive Chairman and Secretary of the Association of China Automotive Industry and the Chairman of Automotive Industry in China Ministry of Commerce. Prior to that, Mr. Jiang served in government as the Deputy Director responsible for supervising China’s auto industry and developing mid to long term strategy of China’s automotive industry. Mr. Jiang received his Bachelor's Degree from Jilin Engineering University in 1982.

About Wonder Auto Technology, Inc.

Wonder Auto Technology, Inc., through its subsidiary, Jinzhou Halla Electrical Equipment Co., Ltd., designs, develops, manufactures and sells automotive electrical parts and is the second largest seller of automotive alternators and starters in China. The Company's products are suitable for various types of automobile. Most of its products are used in cars in the sedan category, especially cars with smaller engines with displacements below 1.6 liters. The Company’s customers include Beijing Hyundai Motor Co., Dongfeng Yueda Kia Motors, SAIC GM WuLing, Chery, Geely, Tianjin XiaLi Automobile Co. and Shenyang Aerospace Mitsubishi Motors Engine Manufacturing Co., Ltd. Wonder Auto is a Nevada corporation with its manufacturing subsidiary Halla and its corporate headquarters located in Jinzhou City, Liaoning, China.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are based upon the current beliefs and expectations of the Company's management and 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: need to obtain approval for the NASDAQ listing, business conditions in China, changing interpretations of generally accepted accounting principles; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which the Company is engaged; fluctuations in customer demand; management of rapid growth; intensity of competition from other providers of auto components; timing approval and market acceptance of new product introduction; general economic conditions; geopolitical events and regulatory changes, as well as other relevant risks not included herein. The information set forth herein should be read in light of such risks. The Company does not assume any obligation to update the information contained in this press release.