UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13E-3
(Amendment
No. 3)
(Rule 13E-100)
RULE 13E-3 TRANSACTION STATEMENT
Under Section 13(e) of the Securities
Exchange Act of 1934
SORL AUTO
PARTS, INC.
(Name of Issuer)
SORL
AUTO PARTS, INC.
Ruili Group Co., Ltd.
Ruili International Inc.
Ruili International Merger Sub Inc.
XiaoPING Zhang
Shuping Chi
Xiaofeng Zhang
(Name of Persons Filing Statement)
Common Stock, par value $0.002 per share
(Title of Class of Securities)
78461U101
(CUSIP Number of Class of Securities)
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SORL
Auto Parts, Inc.
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Xiaoping
Zhang
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No.
2666 Kaifaqu Avenue
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Shuping
Chi
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Ruian
Economic Development District
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Xiaofeng
Zhang
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Rui’an
City, Zhejiang Province
People’s Republic of China
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Ruili Group Co., Ltd.
Ruili International Inc.
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Attention:
Ms. Jinrui Yu
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Ruili
International Merger Sub Inc.
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+86-13587576000
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No.
2666 Kaifaqu Avenue
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Ruian
Economic Development District
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Rui’an
City, Zhejiang Province
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People’s
Republic of China
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Attention:
Xiaoping Zhang
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(+86-577)-6581
7720
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(Name,
address and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
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Fang Xue, Esq.
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Charles Wu, Esq.
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Ke Geng, Esq.
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Gibson, Dunn & Crutcher LLP
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Locke Lord LLP
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Nima Amini, Esq.
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Unit 1301, Tower 1, China Central Place
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111 S. Wacker Drive
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O’Melveny & Myers LLP
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No. 81 Jianguo Road
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Chicago, IL 60606
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Yin Tai Centre, Office Tower, 37th Floor
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Chaoyang District
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(312) 443 1868
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No. 2 Jianguomenwai Ave.
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Beijing 100025, PRC
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Chaoyang District
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(+86 10) 6502 8600
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Beijing 100022, PRC
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(+86 10) 6563 4261
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This statement is filed in connection with (check the appropriate
box):
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☒
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The filing of solicitation materials on an information
statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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☐
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The filing of a registration statement under the Securities
Act of 1933.
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Check the following box if the soliciting
materials or information statement referred to in checking box (a) are preliminary copies: ☐
Check the following box if the filing is a final amendment
reporting the results of the transaction: ☐
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$
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37,502,844.96
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$
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4,867.87
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*
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Calculated solely for the purpose of determining the filing
fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing fee is calculated based
on the sum of (i) the aggregate cash payment for the proposed per share cash payment of $4.72 for 7,945,518 shares of common stock
issued and outstanding as of November 29, 2019 (consisting of the 19,304,921 shares of common stock outstanding as of November
29, 2019 minus 11,359,403 shares held by Mr. Xiaoping Zhang, Ms. Shuping Chi and Mr. Xiaofeng Zhang (the “Rollover Shares”)).
The Rollover Shares that are not included in the foregoing calculation have been so excluded because they are being contributed
to Parent (as defined below) immediately prior to the consummation of the merger.
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**
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The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, is calculated
by multiplying the Transaction Valuation by 0.0001298.
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☒
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Check the box if any part of the fee is offset as provided
by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $4,867.87
Form or Registration No.: Schedule 14A—Preliminary Proxy Statement
Filing Party: SORL Auto Parts, Inc.
Date Filed: January 2, 2020
TABLE OF CONTENTS
INTRODUCTION
This Amendment No. 3 (this “Amendment”)
to the Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Schedule 13E-3”
or “Transaction Statement”) is being filed with the Securities and Exchange Commission (the “SEC”)
pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) jointly by
the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”):
SORL Auto Parts, Inc., a Delaware corporation (“SORL,” or the “Company”), the issuer of
the common stock, par value $0.002 per share (the “Company Common Stock”) that is subject to the Rule 13e-3
transaction; Ruili International Inc., a Delaware corporation (“Parent”), Ruili International Merger Sub Inc.,
a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Ruili Group Co., Ltd. (“Ruili
Group”), and Mr. Xiaoping Zhang, Ms. Shuping Chi and Mr. Xiaofeng Zhang (collectively, the “Rollover Stockholders”).
This Amendment amends and restates in its entirety information set forth in the Transaction Statement.
On November 29, 2019, Parent, Merger
Sub, and the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for the
merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly
owned subsidiary of Parent. Parent and Merger Sub were formed and are currently beneficially owned by Mr. Xiaoping Zhang who is
the sole director and sole shareholder of Parent. Concurrently with the filing of this Amendment, the Company is filing with the
SEC a definitive proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, relating
to a special meeting of the stockholders of the Company at which the stockholders of the Company will consider and vote upon,
among other things, a proposal to adopt the Merger Agreement. The adoption of the Merger Agreement will require the affirmative
vote of both (i) stockholders holding a majority of the shares of common stock outstanding as of the close of business on the
record date for the special meeting, and (ii) stockholders holding a majority of the shares of common stock outstanding as of
the close of business on the record date for the special meeting (other than the shares of Company common stock owned by Parent,
Merger Sub, the Rollover Stockholders, directors and executive officers of the Company, and their respective affiliates). A copy
of the Proxy Statement is attached hereto as Exhibit (a)(1) and a copy of the Merger Agreement is attached as Annex A to the Proxy
Statement.
Under the terms of the Merger Agreement,
at the effective time of the Merger, each outstanding share of the Company Common Stock will be converted automatically into the
right to receive $4.72 in cash (the “Per Share Merger Consideration”), without interest, excluding shares held
by (i) any of Parent, Merger Sub, the Rollover Stockholders, Ruili Group, and any of their respective affiliates (including the
Rollover Shares), (ii) the Company or any wholly owned subsidiary of the Company (or held in the Company’s treasury), and
(iii) stockholders who have properly exercised, perfected and not withdrawn a demand for, or lost the right to, the appraisal rights
under the Delaware General Corporation Law. The Merger remains subject to the satisfaction or waiver of the conditions set forth
in the Merger Agreement, including obtaining approval of the existing stockholders of the Company.
The cross-references below are being
supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required
to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information
contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and
the responses to each item in this Amendment are qualified in their entirety by the information contained in the Proxy Statement
and the annexes thereto. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the
Proxy Statement.
All information contained in this Amendment
concerning each Filing Person has been supplied by such Filing Person. No Filing Person, including the Company, is responsible
for the accuracy of any information supplied by any other Filing Person.
Item
1. Summary Term Sheet.
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL
MEETING AND THE MERGER”
Item
2. Subject Company Information.
(a) Name
and Address. The information contained in the section of the Proxy Statement entitled “SPECIAL FACTORS—The Parties
Involved in the Merger” is incorporated herein by reference.
(b) Securities.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL
MEETING AND THE MERGER”
“THE SPECIAL MEETING—Record
Date; Stockholders Entitled to Vote; Quorum”
“COMMON STOCK TRANSACTION INFORMATION”
The exact title of each class of the subject
equity securities is “SORL Auto Parts, Inc. common stock, par value $$0.002 per share.”
(c) Trading
Market and Price. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“MARKET PRICE AND DIVIDEND INFORMATION”
(d) Dividends.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“MARKET PRICE AND DIVIDEND”
(e) Prior
Public Offerings. Not applicable.
(f) Prior
Stock Purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“COMMON STOCK TRANSACTION INFORMATION”
Item
3. Identity and Background of Filing Person.
(a) Name
and Address. SORL Auto Parts, Inc. is the subject company. The information set forth in the Proxy Statement contained in the
section of the Proxy Statement entitled “SPECIAL FACTORS—The Parties Involved in the Merger” is incorporated
herein by reference.
(b) Business
and Background of Entities. The information set forth in the Proxy Statement contained in the section of the Proxy Statement
entitled “SPECIAL FACTORS—The Parties Involved in the Merger” is incorporated herein by reference.
(c) Business
and Background of Natural Persons. The information set forth in the Proxy Statement contained in the section of the Proxy Statement
entitled “SPECIAL FACTORS—The Parties Involved in the Merger” is incorporated herein by reference.
Item
4. Terms of the Transaction.
(a) (1)
Not applicable.
(b) (2)
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL
MEETING AND THE MERGER”
“SPECIAL FACTORS—Background
of the Merger”
“SPECIAL FACTORS—Recommendation
of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the
Merger”
“SPECIAL FACTORS—Purposes and
Reasons of the Buyer Consortium for the Merger”
“THE SPECIAL MEETING—Record
Date; Stockholders Entitled to Vote; Quorum”
“SPECIAL FACTORS—Material United
States Federal Income Tax Consequences”
(c) Different
Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Interests of
the Company’s Directors and Officers in the Merger”
“THE SPECIAL MEETING—Stock Ownership
and Interests of Certain Persons”
“THE MERGER AGREEMENT”
Annex A—AGREEMENT AND PLAN OF MERGER
(d) Appraisal
Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL
MEETING AND THE MERGER”
“APPRAISAL RIGHTS”
Annex C—SECTION
262 of the DELAWARE GENERAL CORPORATION LAW
(e) Provisions for
Unaffiliated Security Holders. The information set forth in the Proxy Statement under “SPECIAL FACTORS—Recommendation of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger
Agreement; Fairness of the Merger” is incorporated herein by reference. There have been no other provisions in
connection with the merger to grant unaffiliated security holders access to the corporate files of the Filing Persons or to
obtain counsel or appraisal services at the expense of the Filing Persons.
(f) Eligibility
for Listing or Trading. Not applicable.
Item
5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Transactions.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background
of the Merger”
“SPECIAL FACTORS—Interests of
the Company’s Directors and Officers in the Merger”
“THE MERGER AGREEMENT”
Annex A—AGREEMENT AND PLAN OF MERGER
(b) Significant
Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background
of the Merger”
“SPECIAL FACTORS—Interests of
the Company’s Directors and Officers in the Merger”
“THE MERGER AGREEMENT”
Annex A—AGREEMENT AND PLAN OF MERGER
(c) Negotiations
or Contacts. The information set forth in the Proxy Statement under “SPECIAL FACTORS—Background of the Merger”
is incorporated herein by reference.
(d) Agreements
Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background
of the Merger”
“SPECIAL FACTORS—Interests of
the Company’s Directors and Officers in the Merger”
“SPECIAL FACTORS—Financing of
the Merger”
“THE MERGER AGREEMENT”
Annex A—AGREEMENT AND PLAN OF MERGER
Item
6. Purposes of the Transaction and Plans or Proposals.
(a) Use
of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein
by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Plans for the
Company” “THE MERGER AGREEMENT” Annex A—AGREEMENT AND PLAN OF MERGER
(c)(1)-(8) Plans.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Plans for the
Company”
“THE MERGER AGREEMENT”
“MARKET PRICE AND DIVIDEND”
“SPECIAL FACTORS—Delisting and
Deregistration of the Company Common Stock”
“SPECIAL FACTORS—Financing of
the Merger”
“SPECIAL FACTORS—Interests of
the Company’s Directors and Officers in the Merger”
“THE MERGER AGREEMENT”
Annex A—AGREEMENT AND PLAN OF MERGER
Item
7. Purposes, Alternatives, Reasons and Effects.
(a) Purposes.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background
of the Merger”
“SPECIAL FACTORS—Recommendation
of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the
Merger”
“SPECIAL FACTORS—Purposes and
Reasons of the Buyer Consortium for the Merger”
“SPECIAL FACTORS—Plans for the
Company”
“THE MERGER AGREEMENT”
Annex A—AGREEMENT AND PLAN OF MERGER
(b) Alternatives.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SPECIAL FACTORS—Background
of the Merger”
“SPECIAL FACTORS—Recommendation
of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the
Merger”
“SPECIAL FACTORS—Position of
the Buyer Consortium Regarding the Fairness of the Merger”
“SPECIAL FACTORS—Purposes and
Reasons of the Buyer Consortium for the Merger”
“SPECIAL FACTORS—Effects on
the Company if Merger is not Completed”
(c) Reasons.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SPECIAL FACTORS—Background
of the Merger”
“SPECIAL FACTORS—Recommendation
of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the
Merger”
“SPECIAL FACTORS—Purposes and
Reasons of the Buyer Consortium for the Merger”
(d) Effects.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Plans for the
Company”
“SPECIAL FACTORS—Interests of
the Company’s Directors and Officers in the Merger”
“THE MERGER AGREEMENT”
“SPECIAL FACTORS—Material United
States Federal Income Tax Consequences”
“APPRAISAL RIGHTS”
Annex A—AGREEMENT AND PLAN OF MERGER
Annex C—SECTION
262 of the DELAWARE GENERAL CORPORATION LAW
Item
8. Fairness of the Transaction.
(a), (b) Fairness; Factors
Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Opinion of
Duff & Phelps, Financial Advisor to the Special Committee”
“SPECIAL FACTORS—Recommendation
of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the
Merger”
“SPECIAL FACTORS—Positions of
the Buyer Consortium Regarding the Fairness of the Merger”
Annex B—FINANCIAL ADVISOR OPINION
(a) Approval
of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL
MEETING AND THE MERGER”
“THE SPECIAL MEETING—Record
Date; Stockholders Entitled to Vote; Quorum”
“THE MERGER AGREEMENT—Conditions
to the Merger”
Annex A—AGREEMENT AND PLAN OF MERGER
(b) Unaffiliated
Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background
of the Merger”
“SPECIAL FACTORS—Opinion of
Duff & Phelps, Financial Advisor to the Special Committee”
Annex B—FINANCIAL ADVISOR OPINION
(c) Approval
of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background
of the Merger”
“SPECIAL FACTORS—Recommendation
of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the
Merger”
(d) Other
Offers. The information set forth in the Proxy Statement under “SPECIAL FACTORS—Background of the Merger”
is incorporated herein by reference.
Item
9. Reports, Opinions, Appraisals and Negotiations.
(a)-(c) Report, opinion or appraisal;
Preparer and summary of the report, opinion or appraisal; Availability of documents. The information set forth
in the Proxy Statement under the following captions is incorporated herein by reference.
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background
of the Merger”
“SPECIAL FACTORS—Opinion of
Duff & Phelps, Financial Advisor to the Special Committee”
“WHERE YOU CAN FIND MORE INFORMATION”
Annex B—FINANCIAL ADVISOR OPINION
Item
10. Source and Amounts of Funds or Other Consideration.
(a), (b) Source of Funds; Conditions.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Financing of
the Merger”
“THE MERGER AGREEMENT”
Annex A—AGREEMENT AND PLAN OF MERGER
(c) Expenses.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Effects on
the Company if Merger is not Completed”
“SPECIAL FACTORS—Fees and Expenses”
“THE MERGER AGREEMENT—Termination
of the Merger Agreement”
“THE MERGER AGREEMENT—Termination
Fees”
Annex A—AGREEMENT AND PLAN OF MERGER
(d) Borrowed
Funds. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Financing of
the Merger”
Item
11. Interest in Securities of the Subject Company.
(a) Securities
Ownership. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“SPECIAL FACTORS—Interests of
the Company’s Directors and Officers in the Merger”
“COMMON STOCK OWNERSHIP OF MANAGEMENT
AND BENEFICIAL OWNERS”
(b) Securities
Transactions. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“SPECIAL FACTORS—Interests of
the Company’s Directors and Officers in the Merger”
“SPECIAL FACTORS—Background
of the Merger”
“THE MERGER AGREEMENT”
“COMMON STOCK TRANSACTION INFORMATION”
Annex A—AGREEMENT AND PLAN OF MERGER
Item
12. The Solicitation or Recommendation.
(a) Intent
to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following caption
is incorporated herein by reference:
“SPECIAL FACTORS—Interests of
the Company’s Directors and Officers in the Merger”
(b) Recommendation
of Others. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL
MEETING AND THE MERGER”
“SPECIAL FACTORS—Recommendation
of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the
Merger”
“SPECIAL FACTORS—Positions of
the Buyer Consortium Regarding the Fairness of the Merger”
Item
13. Financial Statements.
(a) Financial
Information. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SELECTED FINANCIAL INFORMATION”
“WHERE YOU CAN FIND MORE INFORMATION”
(b) Pro
forma information. Not applicable.
Item
14. Persons/Assets, Retained, Employed, Compensated Or Used.
(a) Solicitations
or Recommendations. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL
MEETING AND THE MERGER”
“SPECIAL FACTORS—Background
of the Merger”
“SPECIAL FACTORS—Recommendation
of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the
Merger”
“SPECIAL FACTORS—Fees and Expenses”
“THE SPECIAL MEETING—Solicitation
of Proxies”
(b) Employees
and corporate assets. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL
MEETING AND THE MERGER”
“SPECIAL FACTORS—Background
of the Merger”
“SPECIAL FACTORS—Recommendation
of Our Board of Directors and Special Committee; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the
Merger”
“THE SPECIAL MEETING—Solicitation
of Proxies”
Item
15. Additional Information.
(a) Other
material information. The entirety of the Proxy Statement, including all Annexes thereto, is incorporated herein by reference.
Item
16. Exhibits.
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(a)(1)
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Definitive Proxy Statement of the Company, dated April 6, 2020 (the “Proxy Statement”).
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(a)(2)
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Form of Proxy Card, incorporated herein by reference to the Proxy Statement.
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(a)(3)
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Notice of Special Meeting of Stockholders of the Company, incorporated herein by reference to the Proxy Statement.
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(a)(4)
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Press Release issued by the Company, dated November 29, 2019, incorporated herein by reference to Exhibit
99.1 to the Report on Form 8-K furnished by the Company to the SEC on December 2, 2019.
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(a)(5)
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Press Release issued by the Company, dated May 24, 2019, incorporated herein by reference to Exhibit 99.2 to the Report on Form 8-K furnished by the Company to the SEC on May 24, 2019.
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(a)(6)
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Press Release issued by the Company, dated March 23, 2020, incorporated herein by reference to Exhibit 99.1 to the Report on Form 8-K furnished by the Company to the SEC on March 23, 2020.
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(a)(7)
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Report on Form 8-K furnished by the Company to the SEC on March 24, 2020.
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(b)
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Not applicable.
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(c)(1)
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Opinion of Duff & Phelps, LLC, dated November 29, 2019, incorporated herein by reference to Annex B to the Proxy Statement.
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(c)(2)
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Discussion Materials prepared by Duff & Phelps, LLC for discussion with the special committee of the board of directors of the Company, dated November 29, 2019.
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(d)(1)
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Agreement and Plan of Merger, dated November 29, 2019, among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.
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(d)(2)
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Equity Commitment Letter, dated November 29, 2019, between Ruili Group and Parent, incorporated herein
by reference to Exhibit 10.1 to the Report on Form 8-K furnished by the Company to the SEC on December 2, 2019.
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(d)(3)
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Equity Contribution and Voting Agreement, dated November 29, 2019, among Parent and the Rollover Stockholders,
incorporated herein by reference to Exhibit 10.2 to the Report on Form 8-K furnished by the Company to the SEC on December 2, 2019.
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(d)(4)
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Undertaking, dated November 29, 2019, among Ruili Group, Parent, Merger Sub, the Rollover Stockholders,
the Company and certain other parties thereto, incorporated herein by reference to Exhibit 10.3 to the Report on Form 8-K furnished
by the Company to the SEC on December 2, 2019.
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(f)(1)
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Appraisal Rights, incorporated herein by reference to the Section entitled “Appraisal Rights” in the Proxy Statement.
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(f)(2)
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Section 262 of the Delaware General Corporation Law, incorporated herein by reference to Annex C to the Proxy Statement.
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(g)
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Not applicable.
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SIGNATURE
After due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: April 6, 2020
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SORL Auto Parts, Inc.
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By:
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/s/ Xiao Lin
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Name: Xiao Lin
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Title: Director
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Ruili Group Co., Ltd.
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By:
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/s/ Xiaoping Zhang
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Name: Xiaoping Zhang
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Title: Legal Representative
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Ruili International Inc.
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By:
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/s/ Xiaoping Zhang
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Name: Xiaoping Zhang
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Title: Director
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Ruili International Merger Sub Inc.
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By:
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/s/ Xiaoping Zhang
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Name: Xiaoping Zhang
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Title: Director
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By:
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/s/ Xiaoping Zhang
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Xiaoping Zhang
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By:
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/s/ Shuping Chi
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Shuping Chi
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By:
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/s/ Xiaofeng Zhang
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Xiaofeng Zhang
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[Signature Page to SORL 13E-3]
EXHIBIT INDEX
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(a)(1)
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Definitive Proxy Statement of the Company, dated April 6, 2020 (the “Proxy Statement”).
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(a)(2)
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Form of Proxy Card, incorporated herein by reference to the Proxy Statement.
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(a)(3)
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Notice of Special Meeting of Stockholders of the Company, incorporated herein by reference to the Proxy Statement.
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(a)(4)
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Press Release issued by the Company, dated November 29, 2019, incorporated herein by reference to Exhibit
99.1 to the Report on Form 8-K furnished by the Company to the SEC on December 2, 2019.
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(a)(5)
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Press Release issued by the Company, dated May 24, 2019, incorporated herein by reference to Exhibit 99.2 to the Report on Form 8-K furnished by the Company to the SEC on May 24, 2019.
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(a)(6)
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Press
Release issued by the Company, dated March 23, 2020, incorporated herein by reference to Exhibit 99.1 to the Report on Form
8-K furnished by the Company to the SEC on March 23, 2020.
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(a)(7)
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Report on Form 8-K furnished by the Company to the SEC on March 24, 2020.
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(b)
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Not applicable.
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(c)(1)
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Opinion of Duff & Phelps, LLC, dated November 29, 2019, incorporated herein by reference to Annex B to the Proxy Statement.
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(c)(2)
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Discussion Materials prepared by Duff & Phelps, LLC for discussion with the special committee of the board of directors of the Company, dated November 29, 2019.
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(d)(1)
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Agreement and Plan of Merger, dated November 29, 2019, among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement.
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(d)(2)
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Equity Commitment Letter, dated November 29, 2019, between Ruili Group and Parent, incorporated herein
by reference to Exhibit 10.1 to the Report on Form 8-K furnished by the Company to the SEC on December 2, 2019.
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(d)(3)
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Equity Contribution and Voting Agreement, dated November 29, 2019, among Parent and the Rollover Stockholders,
incorporated herein by reference to Exhibit 10.2 to the Report on Form 8-K furnished by the Company to the SEC on December 2, 2019.
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(d)(4)
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Undertaking, dated November 29, 2019, among Ruili Group, Parent, Merger Sub, the Rollover Stockholders,
the Company and certain other parties thereto, incorporated herein by reference to Exhibit 10.3 to the Report on Form 8-K furnished
by the Company to the SEC on December 2, 2019.
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(f)(1)
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Appraisal Rights, incorporated herein by reference to the Section entitled “Appraisal Rights” in the Proxy Statement.
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(f)(2)
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Section 262 of the Delaware General Corporation Law, incorporated herein by reference to Annex C to the Proxy Statement.
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(g)
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Not applicable.
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12
SORL Auto Parts (NASDAQ:SORL)
過去 株価チャート
から 10 2024 まで 11 2024
SORL Auto Parts (NASDAQ:SORL)
過去 株価チャート
から 11 2023 まで 11 2024
