UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2020
| SORL Auto Parts, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | | 000-11991 | | 30-0091294 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
| | No. 2666 Kaifaqu Avenue | |
| | Ruian Economic Development District | |
| | Ruian City, Zhejiang Province | |
| | People’s Republic of China | |
| | (Address of principal executive offices) | |
Registrant’s telephone number, including area code: 86-577-6581-7720
| N/A |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| COMMON STOCK, $0.002 PAR VALUE | | SORL | | NASDAQ GLOBAL MARKET |
Item 8.01. Other Events
On April 27, 2020, the Company issued a press release announcing that Institutional Shareholder Services Inc. (“ISS”) has recommended that SORL stockholders vote “FOR” the proposed going private transaction for $4.72 per share of common stock in cash, as contemplated in the Company’s previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 29, 2019, with Ruili International Inc. (“Parent”), and Ruili International Merger Sub Inc. (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.
Parent has also informed the Company that Parent (through its affiliate) has completed and obtained all of the required regulatory approvals to consummate the Merger, including the overseas investment registration with Zhejiang Provincial Development and Reform Commission, the outbound investment registration with Zhejiang Provincial Department of Commerce and the registration with Rui’an branch of the State Administration of Foreign Exchange of the People’s Republic of China. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| | SORL Auto Parts, Inc. |
| | |
| | /s/ Xiaoping Zhang |
| | Xiaoping Zhang, Chief Executive Officer |
