0001213900-20-006725.txt : 20200318 0001213900-20-006725.hdr.sgml : 20200318 20200318061110 ACCESSION NUMBER: 0001213900-20-006725 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191129 FILED AS OF DATE: 20200318 DATE AS OF CHANGE: 20200318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RUILI INTERNATIONAL INC. CENTRAL INDEX KEY: 0001806481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11991 FILM NUMBER: 20723106 BUSINESS ADDRESS: STREET 1: NO. 5 ZHENNING ALLEY, YUHAI STREET STREET 2: RUI'AN CITY: ZHEJIANG PROVINCE STATE: F4 ZIP: 00000 BUSINESS PHONE: 86-57765609900 MAIL ADDRESS: STREET 1: NO. 5 ZHENNING ALLEY, YUHAI STREET STREET 2: RUI'AN CITY: ZHEJIANG PROVINCE STATE: F4 ZIP: 00000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SORL Auto Parts, Inc. CENTRAL INDEX KEY: 0000714284 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 300091294 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: NO. 1169 YUMENG ROAD STREET 2: RUIAN ECONOMIC DEVELOPMENT ZONE CITY: RUIAN CITY, ZHEJIANG STATE: F4 ZIP: 325200 BUSINESS PHONE: 86-577-65817720 MAIL ADDRESS: STREET 1: NO. 1169 YUMENG ROAD, KNIAN STREET 2: RUIAN ECONOMIC DEVELOPMENT ZONE CITY: RUIAN CITY, ZHEJIANG STATE: F4 ZIP: 325200 FORMER COMPANY: FORMER CONFORMED NAME: SORL Auto Parts Inc DATE OF NAME CHANGE: 20040830 FORMER COMPANY: FORMER CONFORMED NAME: ENCHANTED VILLAGE INC DATE OF NAME CHANGE: 20040430 FORMER COMPANY: FORMER CONFORMED NAME: SUNNINGDALE, INC. DATE OF NAME CHANGE: 20040427 3 1 ownership.xml X0206 3 2019-11-29 0 0000714284 SORL Auto Parts, Inc. SORL 0001806481 RUILI INTERNATIONAL INC. NO. 2666 KAIFAQU AVENUE, RUIAN ECONOMIC DEVELOPMENT DIST. RUI'AN, ZHEJIANG F4 325200 CHINA 0 0 1 0 Common Stock 11359403 I See footnote 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. 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. 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 2020-03-17