| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/29/2019 | 3. Issuer Name and Ticker or Trading Symbol SORL Auto Parts, Inc. [ SORL ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 11,359,403 | I | See footnote(1)(2)(3) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. Ruili International Inc. is currently owned and controlled by Xiaoping Zhang and was created solely for the purpose of entering into the merger agreement (the "Merger Agreement") with SORL Auto Parts, Inc. (the "Company"), dated November 29, 2019, and consummating the transactions contemplated by the Merger Agreement. |
| 2. Pursuant to the Equity Contribution and Voting Agreement, dated November 29, 2019, by and among Ruili International Inc., Xiaoping Zhang, Shuping Chi and Xiaofeng Zhang (together with Xiaoping Zhang and Shuping Chi, the "Rollover Stockholders"), (x) immediately prior to the closing of the merger, the Rollover Stockholders will contribute to Ruili International Inc. an aggregate amount of 11,359,403 shares of the common stock of the Company beneficially owned by them (the "Rollover Shares"), representing 58.83% of the common stock of the Company, in exchange for newly issued shares of common stock of Ruili International Inc.; and (y) the Rollover Stockholders irrevocably appoint Ruili International Inc., as their irrevocable proxy to vote the Rollover Shares. |
| 3. Ruili International Inc. may be deemed to beneficially own all of such Rollover Shares and share with the Rollover Stockholders the voting power and dispositive power of such Rollover Shares. Ruili International expressly disclaims its ownership of any pecuniary interest in such Rollover Shares because Ruili International Inc. does not have or share the opportunity, directly or indirectly, to profit or share in any profit derived from the transaction in such Rollover Shares. |
| /s/ Xiaoping Zhang as its sole director | 03/17/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
