This proxy statement contains information related to the annual meeting of stockholders of SORL Auto Parts, Inc., to be held on May 27, 2010,June 13, 2013, beginning at 8:00 p.m. local time (China Standard(Beijing Time) at Ruihongin Meeting Room No. 1, Ruili Business Hotel, No.188, Wansongdong Road,Export Base, Extension Area of Ruian Economic Development District, Ruian City, Zhejiang Province, Zip Code 325200, China, and any postponements or adjournments thereof. ThisOn or about May 3, 2013, we will begin mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our 2013 proxy statement and the accompanying proxy are being mailedannual report to stockholders for the fiscal year ended December 31, 2012, and how to vote online. This solicitation is made on or about April 15, 2010 in connection withbehalf of the solicitation by the Board of Directors of proxies for use at the annual meeting.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Proxy Materials

Why am I receiving these materials?

The Board of Directors is providing these proxy materials forto you in connection with our annual meeting of stockholders, which will take place on May 27, 2010.June 13, 2013. As a stockholder onat the Record Date (closeclose of business on April 1, 2010)22, 2013 (the “Record Date”), you are invited to attend the annual meeting.meeting of stockholders. Further, you are entitled to, and requested to, vote on the items of business described in this proxy statement.

The information included in this proxy statement relates to the proposals to be voted on at the annual meeting of stockholders, the voting process, and the compensation of our directors and most highly paid executive officers, and certain other required information.

Further, stockholders is enclosed.  Stockholders may request another free copy of that annual report and/or a free copy of our annual report on Form 10-K for the year ended December 31, 2009,2012, as filed with the United States Securities and Exchange Commission (SEC)(the “SEC”), from:

Alternatively, you may access our 20092012 Form 10-K on our website at http://www.SORL.cn, under “Investor Relations.”

SORL also will furnish any exhibit to our 20092012 Form 10-K, if specifically requested.

For those stockholders who share the same address, one copy of the annual report to stockholders or other documents to stockholders may be delivered unless you request separate sets of documents by writing to our address provided above. Upon receiving such written request, the Company will promptly deliver a copy of the requested documents. A stockholder may also send a written notification to the address above requesting to receive a separate copy of the documents instead of sharing with others having the same address.

If you share an address with another stockholder and have received multiple copies of our proxy materials, you may write us at the address above to request delivery of a single copy of these materials.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please submit each SORL proxy card and voting instruction card that you receive by following the instructions attached to the proxy or voting instruction cards.

The items of business scheduled to be voted on at the annual meeting of stockholders are:

Other than the threetwo items of business described in this proxy statement, we are not aware of any other business to be acted upon at the annual meeting. If you grant a proxy, the persons named as proxy holders, Xiao Ping Zhang and Xiao Feng Zhang, will have the discretionauthority to vote your shares at their discretion on any additional matters properly presented for a vote at the meeting. If for any reason any of our nominees are not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.

Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors. The Board's recommendations are set forth together with the description of each item in this proxy statement. In summary, the Board recommends a vote:

If you hold shares in your name as the stockholder of record, you may vote:

Returning your proxy or voting electronically does not deprive you of your right to attend the meeting and to vote your shares in person for the matters acted upon at the meeting. Even if you plan to attend the annual meeting, we recommend that you also submit your proxy by telephone, on the Internet, or by mail, as described above, so that your vote will be counted if you later decide not to attend the meeting.

If you hold shares beneficially in street name,“street name” (i.e., in a brokerage account), you may vote by submitting voting instructions to your broker, trustee or nominee. Specifically:

Even if you plan to attend the annual meeting, we recommend that you also submit your voting instructions as described belowabove so that your vote will be counted if you later decide not to attend the meeting.

Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised by filing with our Corporate Secretary either a notice of revocation or a duly executed proxy bearing a later date. The powers of the proxy holders will be suspended if you attend the meeting in person and so request, although attendance at the meeting will not by itself revoke a previously granted proxy.

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within SORL or to third parties, except: (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, and (3) to facilitate a successful proxy solicitation. Occasionally, stockholders provide on their proxy card written comments, which are then forwarded to SORL management.

For all matters, each outstanding share of our common stock will be entitled to one vote on each matter. Under the law of the state of Delaware, directors shall be elected by a plurality of the votes of the shares (i) presented in person or by proxy at the meeting and (ii) entitled to vote on such matters at the meeting. With respect to Item 2, the proposed amendment to our Certificate of Incorporation deleting an existing anti-takeover provision may only be approved and adopted if the holders of at least 80% of our outstanding common stock vote in favor of the proposal, as discussed further below. For all other mattermatters relevant to this meeting, the vote required for approval is the affirmative vote of the majority of the shares (i) present in person or by proxy at the meeting and (ii) entitled to vote on such matters at the meeting. Stockholders do not have cumulative voting rights.

We are making this solicitation and will pay substantially all of the costs of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We will reimburse banks, brokers or other nominees for their costs of sending our proxy materials to beneficial owners. Directors, officers or other employees of ours may also solicit proxies from stockholders in person, by telephone, facsimile transmission or other electronic means of communication without additional compensation. We have engaged Morrow & Co., 470 West Ave., Stamford, Connecticut 06902,anticipate the costs of such services to assist with the solicitation of proxies for an estimated fee of $6,500 plus expenses.

We intend to announcepublish any preliminary voting results aton Form 8-K within four business days after the annual meeting, and publish final results on Form 8-K within four business days after the meeting.

Many SORL stockholders hold their shares through a broker, or other nominee, rather than directly in their own names. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered, with respect to those shares, the stockholder of record, and we are sending these proxy materials directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the meeting.  We have provided a proxy card for you to use.

If your shares are held by a trust, in a brokerage account (i.e., in “street name”), or by another nominee, you are considered the beneficial owner of those shares, and these proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you have the right to direct your broker, trustee or nominee on how to vote and are also invited to attend the annual meeting.

Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting, unless you obtain a "legal proxy" from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. Your broker, trustee or nominee should provide voting instructions for you to use in directing the broker, trustee or nominee on how to vote your shares.

Please contact SORL's transfer agent, at the phone number or address listed below, with questions concerning stock certificates, dividend checks, transfer of ownership or other matters pertaining to your stock account.

At our annual meeting, stockholders will act upon the matters outlined in the notice of meeting on the cover page of this proxy statement,Notice, including the election of directors approval of an amendment to our Certificate of Incorporation to remove an anti-takeover provision, and ratificationcontinued appointment of our independent registered public accounting firm. In addition, management will report on our performance during fiscal year 20092012 and respond to questions from stockholders.

Proxies received, but marked as abstentions, will be included in the calculation of the number of votes considered to be present at the meeting, but they will be treated as unvoted with respect to the matter or matters on which the abstentions are indicated. As a result, abstentions will have the same effect as a vote against the proposal set forth in Item 2.

If you hold your shares in “street name”beneficially through a broker or other nominee, your broker or nominee may not be permitted by applicable rules to exercise voting discretion with respect to some of the matters to be acted upon. If you do not give your broker or nominee specific voting instructions, your shares may not be voted on those matters and will not be counted in determining the number of votes necessary for approval. However, shares represented by such “broker non-votes” will be counted in determining whether there is a quorum.

You may submit proposals or nominees for the board for consideration at an annual stockholders’ meeting.

For a stockholder proposal that is subject to SEC Rule 14a-8, and is to be considered for inclusion in our proxy statement for the annual meeting next year, the written proposal must be received by our Corporate Secretary, at our principal executive offices, on or before January 27, 2011.1, 2014. If the date of next year's annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary date of this year's annual meeting, the deadline for inclusion of proposals in our proxy statement must be so delivered not later than the close of business on the later of (i) the 120th day prior to such annual meeting or (ii) the 10th day following the day on which public announcement of the date of such meeting is first made. Such proposals also will need to comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to our corporate address as follows:

You may propose director candidates for consideration by the Board of Directors. Such recommendations should be directed to our Corporate Controller at the address of our principal executive offices set forth above, and must be submitted on or before January 27, 20111, 2014 in the manner specified in our bylaws.

You may contact members of our Board via e-mail at boardmembers@sorl.com.cn.

We are committed to having sound corporate governance principles. Having such principles is essential to running our business efficiently and to maintaining our integrity in the marketplace. We have adopted a code of ethics that applies to all of our directors, officers and employees. A copy of our code of ethics is posted on our Internet site at http://www.SORL.cn/IRhome.asp.

Our Corporate Governance Guidelines and the Rules of the Nasdaq StockGlobal Market provide that a majority of our seven-member Board must consist of independent directors. The Board has determined that each of the following four non-employee director nominees standing for election, which include Li Min Zhang, Zhi Zhong Wang, Yi Guang Huo, and Jiang Hua Feng, is independent within the meaning of Nasdaq Stock Market Marketplace Rule 4200(a)(15)5605(a)(2). We do not have a lead independent director.

In determining independence, the Board reviews whether directors have any material relationship with the Company. The Board considers all relevant facts and circumstances. In assessing the materiality of a director's relationship with us, the Board is guided by the standards set forth below and considers the issues from the director's standpoint and from the perspective of the persons or organizations with which the director has an affiliation. The Board reviews commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, if applicable.any. An independent director must not have any material relationship with us, either directly or indirectly as a partner, stockholder or officer of an organization that has a relationship with us, or any other relationship that would interfere with the exercise of independent judgment of such director in carrying out thehis or her responsibilities of a director.

Irrespective of other potentially disqualifying relationships,factors, no director will be considered independent in the following circumstances:

(1) The director is, or has been in the past three years, an employee of SORL, or a family member of the director is, or has been in the past three years, an executive officer of SORL.

(2) The director has received, or has a family member who has received, compensation from us in aggregate in excess of $120,000 in any 12 month period in the past three years, other than compensation for board service, compensation received by the director's family member for service as a non-executive employee, and benefits under a tax-qualified plan or other non-discretionary compensation.

(3) The director is, or has a family member who is, a current partner of our outside auditor, or was a partner or employee of our outside auditor, who worked on our audit at any time during any of the past three years.

(4) The director is a family member of an individual who is, or at any time during the past three years was, employed by the Company as an executive officer.

(5) The director is, or has a family member who is, employed as an executive officer of another entity where, at any time during the past three years, any of our executive officers served on the compensation committee of that other entity.

(6) The director is, or a family member is, a partner in, or a controlling stockholder or an executive officer of, any organization to which we made, or from which we received, payments for property or services in the current or any of the past three fiscal years that exceed the greater of 5% of the recipient's consolidated gross revenues for that year, or $200,000.

For these purposes, a "family member” includes a director's spouse, parents, children and siblings, whether by blood, marriage, or adoption, and anyone residing in the director's home.

As of the date of this proxy statement, our Board has seven directors. The Board has recommended the re-election of the seven director nominees who are identified in this proxy statement.

The Board has the following three committees: Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. The membership during the last fiscal year through the date of this proxy statement, and the function of each of the Committees,committees, are described below. During fiscal year 2009,2012, the Board held 4four meetings. Each director attended at least 75% of all Board and applicable Committeecommittee meetings. Although we do not have a formal policy regarding attendance by members of our Boardat our annual meeting of stockholders, we encourage all of our directors to attend. Three members of our Board of Directors attended last year’s annual meeting of stockholders.

The Board has determined that each current member of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee is independent within the meaning of Nasdaq Rule 4200(a)(15) and 4350(d)5605(a)(2), and that each current member of the Audit Committee is independent within the meaning of applicable regulations of the Securities and Exchange CommissionSEC regarding the independence of audit committee members.

The Audit Committee has the sole and direct responsibility for appointing, evaluating and retaining our independent auditors, and for overseeing their work. All audit services and all non-audit services, other than de minimis non-audit services, to be provided to us by our independent auditors, must be approved in advance by our Audit Committee. We believe that the composition of our Audit Committee meets the requirements for independence under the current Nasdaq CapitalGlobal Market and SEC rules and regulations. We believe that the functioning of our Audit Committee complies with the applicable requirements of the Nasdaq Global Market and SEC rules and regulations. We intend to comply with future requirements as applicable.

The Nominating and Corporate Governance Committee will consider stockholder nominations for candidates for membership on the Board and will evaluate such nominees in its sole discretion, giving due consideration to achieving a balance of knowledge, experience and capability of the Board.

The names of any individuals proposed for consideration by the Nominating and Corporate Governance Committee as potential Board members must be submitted at the time and in the manner specified in our bylaws and should be addressed to:

The Nominating and Corporate Governance Committee believes that members of the Board should have the highest professional and personal ethics and values, consistent with longstanding SORL values and standards. They should have broad experience at the policy-making level in business, government, education, technology or public interest. They should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties. Each director must represent the interests of all stockholders.

The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Nominating and Corporate Governance Committee will periodically assess the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee will consider potential candidates for director. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, professional search firms, stockholders or other persons. These candidates will be evaluated at regular or special meetings of the Nominating and Corporate Governance Committee, and may be considered at any point during the year. As described above, the Nominating and Corporate Governance Committee will evaluate any stockholder nominations for candidates for the Board submitted in accordance with our bylaws. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials will be forwarded to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will also review materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a stockholder.

Messrs. Xiao Feng Zhang and Xiao Ping Zhang are brothers. There is no other family relationship between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.

Xiao Ping Zhang has been the CEOChief Executive Officer and chairmanChairman of the Board since the Company’s 2004 reverse merger with Fairford Holdings Limited, a Hong Kong limited liability company.company (“Fairford Holdings Limited”). He founded the Ruili Group, a company specializing in a variety of automotive parts and components, in 1987, and has been serving as chairman of Ruili Group since then. In 2003,2010, he was elected as the President of Zhejiang Province Auto Parts Association. In 2012, he was re-elected the President of Wenzhou Auto Parts Association, andAssociation. He is now still serving as Vice-President of China Federation of Industry and Commerce Auto & Motorbike Parts Chamber of Commerce. Mr. Zhang is also a member of the Standing Committee of the People’s Congress in Zhejiang Province of China.  He is also currently engaged as a mentor in entrepreneurship for graduate studentsPeople's Political Consultative Conference of Zhejiang University.Province. Mr. Zhang graduated from Zhejiang Radio and TV University in 1986 with a major in Industrial Management.

Xiao Feng Zhang has been a member of the Board of Directors since the Company’s reverse merger.merger with Fairford Holdings Limited. He served as COOChief Operating Officer from 2004 to January 14, 2010. Mr. Zhang co-founded the Ruili Group with his brother, Mr. Xiao Ping Zhang, in 1987, and served as the General Manager of Ruili Group until March 2004. Mr. Zhang received his diploma in economics from Shanghai Fudan University in 1994.

Jung Kang Chang has been a member of our Board of Directors since the Company’s reverse merger.merger with Fairford Holdings Limited. He is also in charge of our international sales. From January 1998 to May 2004, Mr. Chang served as the General Manager of JieXiangHao Enterprise Company Limited based in Taipei, Taiwan; before taking office as the general manager, he was the sales engineer and sales manager with JieXiangHao in Taipei. Mr. Chang graduated from Taiwan Taoyuan Longhua Industry College in 1986.

Dr. Li Min Zhang has been a member of our Board of Directors since August 2004. He chairs the Audit Committee of our Board and is recognized by the Board as its Audit Committee financial expert. Dr. Zhang is also a member of the Nominating and Corporate Governance Committee. Dr. Zhang is currently is a professor at Beijing Jiaotong University School of Management and Economics in Beijing, China, coachingsupervising Ph.D. candidates with an accounting major.in accounting. From 1999 to 2008, Dr. Zhang was a professor at Sun Yat-Sen University Management School in Guangdong, China, coachingsupervising Ph.D. candidates with an accounting major.in accounting. During 1994 and 1995, Dr. Zhang conducted academic research at the University of Illinois at Urbana-Champaign, and practiced at Mok & Chang CPAs in USA. In 1986, he conducted academic research at the Office of Auditor General of Canada. Dr. Zhang currently also serves as vice chairman of China Audit Society, and secretary of China Association of Chief Financial Officers. He is a member of American Accounting Association. Also, Dr. Zhang is involved with the China CPA Society Auditing Principles Task Force and China Audit Society Training Committee. Dr. Zhang earned his Ph.D. in Economics in January 1991.

Zhi Zhong Wang has been a member of our Board of Directors, as well as a member of the Audit and the Compensation Committees since August 2004. Mr. Wang is also a member of the Nominating and Corporate Governance Committee. Since 1980, Mr. Wang has been an instructor and professor at Beijing Jiaotong University (formerly Northern Jiaotong University), Department of Electrical Engineering. Before 1980, he was an electrical engineer with Science and Technology Institute of the Qiqihaer Railway Administration, Heilongjiang, China. Mr. Wang has led over twenty research projects such as novel pneumatic generator and streamer discharging, and corona power supply for desulphurization. His numerous publications include Research on the Novel AC Voltage Stabilized Power Supply in Power Electronics. Mr. Wang received his bachelor degree in electrical engineering from Northern Jiaotong University in 1968.

Yi Guang Huo has been a member of our Board of Directors, as well as a member of the Audit Committee and chairman of the Compensation Committee under the Board since August 2004. Mr. Huo has been engaged in scientific and technological work and has been responsible for various national key research projects, such as designing and conducting experiments for automotive products, drafting ministry standards and econo-technological policies. He has been awarded ministry-level First Prize for Technology Innovation. Mr. Huo is an Honorary President of the China Federation of Industry and Commerce Auto & Motorbike Parts Chamber of Commerce, a Boardboard member and visiting professor of Wuhan University of Technology, and secretary of Society of Auto Engineering -– China. Between 1995 and 1996, Mr. Huo conducted academic research as a visiting researcher at Tokyo University Economics Department. During 1987 and 1988, he studied Scientific Research and Management with Japan Automobile Research Institute as well as Japanese automobile companies including Nissan, Hino, Isuzu and Mitsubishi. Mr. Huo earned his B.S. degree from Jilin University Automobile Department in 1965.

Jiang Hua Feng has been a member of our Board of Directors as well as a member of the Compensation Committee under the Board since August 2004. Mr. Feng Chairschairs the Nominating and Corporate Governance Committee. Since 1988, Mr. Feng has also been the chiefprincipal lawyer at Yuhai Law Firm in Ruian, Zhejiang Province. Mr. Feng is a member of the China Lawyers Association. He is also a member of the Standing Committeestanding committee of the People’s Congress in Zhejiang Province of China. Mr. Feng received his bachelor’s degree in law from East China University of Politics and Law.

We have appointed EFP Rotenberg, LLP as our independent registered public accounting firm for 2012 and will continue such appointment in the fiscal year 2010.2013. EFP Rotenberg, LLP has been our independent registered public accounting firm since the 2005 fiscal year. Services provided to us by EFP Rotenberg, LLP in the fiscal year 2009,ended 2012, and/or expected to be provided in the fiscal year 2010,2013, include the auditing of our consolidated financial statements, limited reviews of interim financial statements included in our quarterly reports, services related to filings with the Securities and Exchange CommissionSEC and consultations on various tax and accounting matters. See “Principal Auditor Fees and Services” for detailed information.

We expect that a representative of EFP Rotenberg, LLP will be present at the annual meeting via teleconference to respond to appropriate questions and to make such statements as they may desire.

In the event stockholders do not ratifyapprove the continued appointment, the appointment will be reconsidered by the Audit Committee.

As of the date of this proxy statement, we know of no business that will be presented for consideration at the 2013 annual meeting of stockholders other than the items referred to above. If any other matter is properly brought before the meeting for action by stockholders, proxies in the enclosed form returned to us will be voted in accordance with the recommendation of the Board of Directors or, in the absence of such a recommendation, in accordance with the judgment of the proxy holders.

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of March 31, 2010April 22, 2013 by:

Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he or she possesses sole or shared voting or investment power of that security, and includes options and warrants that are currently exercisable or that become exercisable within 60 days of March 31, 2010.April 22, 2013. Information with respect to beneficial ownership has been furnished to us by each director, named executive officer or 5% or more stockholder, as the case may be. Unless otherwise indicated, to our knowledge, each stockholder possesses sole voting and investment power over the shares listed, except for shares owned jointly with that person’s spouse.

This table lists applicable percentage ownership based on 19,304,921 shares of common stock outstanding as of March 31, 2010.

The address for each of the stockholders in the table is c/o of the Company.

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors, executive officers and holders of more than 10% of our common stock to file with the Securities and Exchange CommissionSEC reports regarding their ownership and changes in ownership of our securities. We believe that, during the fiscal year 2009,2012, our directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements. In making this statement, we have relied upon our examination of the copies of Forms 3, 4 and 5, and amendments thereto, provided to us and the written representations of our directors, executive officers and 10% stockholders.

Mr. Xiao Ping Zhang and Mr. Xiao Feng Zhang are the principal stockholders of the Ruili Group which was the owner of the assets contributed to Ruili Group Ruian Auto Parts Co., Ltd., a sino-foreign joint venture, in the reverse acquisition. The Company continued to purchase non-valve automotive products, components for valve parts and packaging materials from the Ruili Group Co., Ltd. The Ruili Group Co., Ltd., is the minority shareholder of the Joint VentureRuian and is controlled by the Zhang family, who is also the controlling party of the Company.

The following related party transactions occurred duringfor the fiscal yearsyear ended December 31, 20092012 and 2008:

The Company believes that the prices charged and payments made between the parties in connection with the foregoing transactions are at least as favorable to the companyCompany as would be obtained from a third party.

The following table sets forth our executive officers directors and key employees, their ages and the positions they held ashold. For information on Xiao Ping Zhang, our Chief Executive Officer and Chairman of December 31, 2009.

Zong Yun Zhou has been our CFOChief Financial Officer since our inception. Between April 2002 and May 2004, Ms. Zhou served as the Financial Controller of Shanghai Huhao Auto Parts Manufacturing Company Limited, a joint venture between Ruili Group and Shanghai Automotive Industry Corporation. From January 1996 until April 2002, Ms. Zhou worked for the Auditing Department of Anhui Province, China, in charge of auditing state-owned companies in Anhui Province. Ms. Zhou is a Chinese Certified Public Accountant, and a member of the Institute of Internal Auditors (IIA). Ms. Zhou completed her undergraduate studies at Anhui University.

The Compensation Committee of our Board of Directors is responsible for establishing, implementing and monitoring our executive compensation program philosophy and practices. The Compensation Committee seeks to ensure that the total compensation paid to our named executive officer is fair, reasonable and competitive. Generally, the types of compensation and benefits provided to the named executive officer are similar to those provided to our other officers.

Throughout this document, the individual who served as our Chief Executive Officer and who is included in the Summary Compensation Table is referred to as the “named executive officer.”

The Compensation Committee believes that an effective executive compensation program should provide base annual compensation that is reasonable in relation to the individual executive’s job responsibilities and reward the achievement of both annual and long-term strategic goals of our company.

Because of the size of our Company, the small number of executive officers in our Company, and our Company’s financial priorities, our Compensation Committee has decided not to implement or offer any retirement plans, pension benefits, deferred compensation plans, or other similar plans for our executive officers. Accordingly, the components of the executive compensation currently consist solely of a cash salary. The Compensation Committee will consider using stock option grants to provide executives with long-term incentives.

As a manufacturing company operating in Zhejiang Province, China, the Compensation Committee also takes the local average executives’ salary level into account in its compensation decisions. The Compensation Committee may reassess the proper level of equity and cash compensation in light of the Company’s improved profitability and working capital situation.

The Compensation Committee makes all compensation decisions for the named executive officer and approves recommendations regarding equity awards to all of our officers. Decisions regarding the non-equity compensation of officers, other than the named executive officer, are made by the Chief Executive Officer.

The Compensation Committee and the Chief Executive Officer annually review the performance of each executive officer (other than the Chief Executive Officer, whose performance is reviewed only by the Compensation Committee). There is no pre-established policy or target for the allocation between either cash or non-cash incentive compensation. The conclusions reached and recommendations based on these reviews, including with respect to salary adjustments and annual award amounts, are determined by the Compensation Committee. The Compensation Committee can exercise its discretion in modifying any recommended adjustments or awards to executives, including recommendations made by the Chief Executive Officer.

Based on the foregoing objectives, the Compensation Committee has structured the Company’s annual cash and incentive-based cash and non-cash executive compensation to motivate executives to achieve the business goals set by the Company, to reward the executives for achieving such goals, and to retain the executives. In doing so, the Compensation Committee does not employ outside compensation consultants.  The Compensation Committeeconsultants and sets compensation for our executive officers at levels targeted at or around the average of the compensation amountsof our Chief Executive Officer at the levels provided to executives at comparable local companies considering, for each individual, their individual experience level related to their positionin his employment agreement with us. There is no pre-established policy or target for the allocation between either cash or non-cash incentive compensation.

For 2009,the year ended 2012, the principal component of compensation for the named executive officer was base salary.

The Company provides the named executive officer and other employees with a base salary to compensate them for services rendered during the fiscal year.year of 2012. Base salary range for each executive officer is based on his or her position and responsibility.

During its review of base salaries for executives, the Compensation Committee primarily considers:

Salary levels are typically considered annually as part of the Company’s performance review process, as well as upon a change in job responsibility. Merit-based increases to salaries are based on the Compensation Committee’s assessment of the individual’s performance. Base salaries for the named executive officers in 2009 have not been changed from the base salaries in effect during the prior year.

The following table presents summary information concerning all compensation paid or accrued by us for services rendered in all capacities during 20092012 and 20082011 by Mr. Xiao Ping Zhang, who served as our principal executive officerChief Executive Officer and Mr. Zong Yun Zhou during the fiscal years ended December 31, 20092012 and 2008.2011. No executive officer received compensation in excess of $100,000 for either of the fiscal years ended December 31, 20092012 and 2008.

The Company entered intois party to an employment agreementsagreement with each of Mr. Xiao Ping Zhang, our Chief Executive Officer, Mr. Xiao Feng Zhang, our former Chief Operating Officer, and Ms. Zong Yun Zhou, our Chief Financial Officer, and Ms. Jinrui Yu, our Chief Operating Officer. The term of theirMessrs. Zhan, Zhou and Yu’s employment with the Company is for a period of five years with an additional one year period unless the Company decides not to renew. Their compensation is subject to an annual review by the Compensation Committee of the Board of Directors.Committee. The agreements also set forth their respective duties and confidentiality responsibilities.

There are no severance or change of control arrangements.

Our 2005 Stock Compensation Plan, or the Plan, was adopted by our Board of Directors in July 2005.

Types of Awards. AwardsOur 2005 Stock Compensation Plan provides for awards of stock options, restricted shares, stock appreciation rights and performance shares.

Change in Control. If we are merged or consolidated with another company, and such merger or consolidation results in a change in control, any award under the 2005 Stock Compensation Plan will be subject to the terms of the merger agreement. Such terms may provide that the option continues, is assumed or substituted, fully vests or is settled for the full value of such option in cash, followed by the cancellation of such option.

Amendments or Termination.Termination Our Board of Directors may amend, suspend or terminate the 2005 Stock Compensation Plan at any time. If our Board amends the Plan, it does not need to seek stockholder approval of the amendment unless such consent is required in order to comply with any NASDAQ or applicable tax or regulatory requirement. No award may be made under the 2005 Stock Compensation Plan after the tenth anniversary of the effective date of the Plan.