UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended - DECEMBER 31, 2009 |
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from |
Commission file number 0-024828
SORL AUTO PARTS, INC.
(Name of Issuer in Its Charter)
| DELAWARE | | 30-0091294 |
| (State or Other jurisdiction | | (I.R.S. Employer Identification No.) |
| of Incorporation or Organization) | | |
NO.1169 YUMENG ROAD
RUIAN ECONOMIC DEVELOPMENT DISTRICT
RUIAN CITY, ZHEJIANG PROVINCE
PEOPLE’S REPUBLIC OF CHINA
(Address of Principal Executive Offices, including zip code.)
86-577-65817720
(Issuer’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| TITLE OF EACH CLASS | | NAME OF EACH EXCHANGE ON WHICH REGISTERED |
| COMMON STOCK: 0.002 PARVALUE | | NASDAQ GLOBAL MARKET |
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by referenced in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated ¨ Smaller Reporting Company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
State issuer’s revenues for its most recent fiscal year December 31, 2009: $124,979,741
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity as of the last business day of registrant’s most recently completed second fiscal quarter. As of June 30, 2009, the value was approximately $26,433,831.
State the number of shares outstanding of each of the issuer’s classes of common equity: 19,304,921 as of March 17, 2010.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for its annual meeting of shareholders, scheduled for May 27, 2010, are incorporated by reference into Part III of this report.
This Form 10-K/A is being filed for the purpose of correcting the signature page and certifications in Registrant’s Form 10-K for the fiscal year ended December 31, 2009.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
3. List of Exhibits. See the Exhibit Index for a list of the exhibits incorporated by reference or filed with this report.
EXHIBIT INDEX
| EXHIBIT NO. | | DOCUMENT DESCRIPTION |
| | | |
| 3.1 | | Articles of Incorporation (1) |
| | | |
| 3.2 | | Bylaws (2) |
| | | |
| 10.1 | | Share Exchange Agreement and Plan of Reorganization (3) |
| | | |
| 10.2 | | Joint Venture Agreement (revised)(4) |
| | | |
| 10.3 | | Employment Agreement—Xiao Ping Zhang (5) |
| | | |
| 10.4 | | Employment Agreement—Xiao Feng Zhang (5) |
| 10.5 | | Employment Agreement—Zong Yun Zhou (5) |
| | | |
| 31.1 | | Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended. |
| | | |
| 31.2 | | Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended. |
| | | |
| 32 | | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer). |
| (1) | Incorporated herein by reference from the Registrant’s Form 10-QSB filed with the Securities and Exchange Commission, on May 28, 2003. |
| (2) | Incorporated herein by reference from the Registrant’s Form 8-K Current Report as filed with the Securities and Exchange Commission, on March 17, 2009. |
| (3) | Incorporated herein by reference from Registrant’s Form 8-K Current Report, and amendment thereto, as filed with the Securities and Exchange Commission on May 24, 2004. |
| | |
| (4) | Incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as filed with the Securities and Exchange Commission on March 27, 2008. |
| (5) | Incorporated herein by reference from the Registrant’s Form S-1 as filed with the Securities and Exchange Commission on August 31, 2006. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 13th day of September 2010.
| | | |
| | SORL AUTO PARTS, INC. |
| | | |
| | By: | /s/ Xiao Ping Zhang |
| | Xiao Ping Zhang |
| | Chief Executive Officer and Chairman |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.
| Name | | Position | | Date |
| | | | | |
| /s/ Xiao Ping Zhang | | Chief Executive Officer, and Chairman | | September 13, 2010 |
| Xiao Ping Zhang | | | | |
| | | | | |
| /s/ Xiao Feng Zhang | | Chief Operating Officer and Director | | September 13, 2010 |
| Xiao Feng Zhang | | | | |
| | | | | |
| /s/ Zong Yun Zhou | | Chief Financial Officer (Principal Accounting Officer) | | September 13, 2010 |
| Zong Yun Zhou | | | | |
| | | | | |
| /s/ Li Min Zhang | | Director | | September 13, 2010 |
| Li Min Zhang | | | | |
| | | | | |
| /s/ Zhi Zhong Wang | | Director | | September 13, 2010 |
| Zhi Zhong Wang | | | | |
| /s/ Yi Guang Huo | | Director | | September 13, 2010 |
| Yi Guang Huo | | | | |
| | | | | |
| /s/ Jiang Hua Feng | | Director | | September 13, 2010 |
| Jiang Hua Feng | | | | |
| | | | | |
| /s/ Jung Kang Chang | | Director | | September 13, 2010 |
| Jung Kang Chang | | |
