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, 2011 |
OR
| ¨ | 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 Registrant in Its Charter)
DELAWARE (State or Other jurisdiction of Incorporation or Organization) | 30-0091294 (I.R.S. Employer Identification No.) |
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
(Registrant’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¨ Nox | |
| 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¨ Nox |
| Indicate by check mark whether the registrant (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. Yesx No¨ |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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 Companyx |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Nox |
State registrant’s revenues for its most recent fiscal year December 31, 2011: $216,788,518
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, 2011, the value was approximately $35,754,831.
State the number of shares outstanding of each of the registrant’s classes of common equity: 19,304,921 shares as of March 17, 2012.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for its annual meeting of shareholders, scheduled for June 7, 2012, are incorporated by reference into Part III of this report.
EXPLANATORY NOTE
This Amendment No. 1 to SORL Auto Parts, Inc.’s (the Company”) Annual Report on Form 10-K for the year ended December 31, 2011 (“Form 10-K”), as filed with the Securities and Exchange Commission on March 30, 2012, is being filed to furnish Exhibit 101 to the Form 10-Q as required by Rule 405 of Regulation S-T due to printer’s error. Exhibit 101 to this Amendment No. 1 to Form 10-K furnishes the following items in eXtensible Business Reporting Language: (i) the Company’s audited consolidated balance sheets as of December 31, 2011 and December 31, 2010, (ii) the Company’s audited consolidated statements of operations for the years ended December 31, 2011 and 2010, (iii) the Company’s audited consolidated statements of cash flows for the years ended December 31, 2011 and 2010, and (iv) the notes to the Company’s audited consolidated financial statements.
No changes have been made to the Form 10-Q other than the furnishing of Exhibit 101. This Amendment No. 1 to Form 10-K does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K.
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) | ||
10.6 | Employment Agreement—Jin Rui Yu (6) | ||
23* | Consent of Independent Registered Public Accounting Firm | ||
| 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). (7) | ||
| EX-101.INS | XBRL INSTANCE DOCUMENT | ||
| EX-101.SCH | XBRL TAXONOMY EXTENSION SCHEMA | ||
| EX-101.CAL | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE | ||
| EX-101.DEF | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE | ||
| EX-101.LAB | XBRL TAXONOMY EXTENSION LABEL LINKBASE | ||
| EX-101.PRE | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE | ||
* Previously filed
_____________
| (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. |
| (6) | Incorporated herein by reference from the Registrant’s Form 8-K Current Report as filed with the Securities and Exchange Commission, on March 7, 2012. |
| (7) | Previously furnished in accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. |
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 30th day of March 2012.
| 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 | March 30, 2012 | ||
| Xiao Ping Zhang | ||||
| /s/ Zong Yun Zhou | Chief Financial Officer | March 30, 2012 | ||
| Zong Yun Zhou | ||||
| /s/ Jin Rui Yu | ||||
Jin Rui Yu
| Chief Operating Officer | March 30, 2012 | ||
| /s/ Xiao Feng Zhang | Director | March 30, 2012 | ||
| Xiao Feng Zhang | ||||
| /s/ Li Min Zhang | Director | March 30, 2012 | ||
| Li Min Zhang | ||||
| /s/ Zhi Zhong Wang | Director | March 30, 2012 | ||
| Zhi Zhong Wang | ||||
| /s/ Yi Guang Huo | Director | March 30, 2012 | ||
| Yi Guang Huo | ||||
| /s/ Jiang Hua Feng | Director | March 30, 2012 | ||
| Jiang Hua Feng | ||||
| /s/ Jung Kang Chang | Director | March 30, 2012 | ||
| Jung Kang Chang |
