SORL SORL Auto Parts Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 4)

(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)

(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)

With copies to:

This statement is filed in connection with (check the appropriate box):

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

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. 4 (this “Final Amendment”) to the Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (as amended, this “Schedule 13E-3”) 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 Schedule 13E-3 relates to the Agreement and Plan of Merger, dated as of November 29, 2019, by and among the Company, Parent and Merger Sub (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.

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of this Schedule 13E-3. Except as set forth in this Final Amendment, all information in this Schedule 13E-3 remains unchanged.

All information contained in this Final 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 15. Additional Information.

Item 15(b) is hereby amended and supplemented as follows:

On May 8, 2020, at a special meeting of stockholders, the Company’s stockholders voted to approve, among others, the proposal to adopt the Merger Agreement.

On May 15, 2020, the Company filed a Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which the Merger became effective on May 15, 2020. At the effective time of the Merger, each share of the Company Common Stock issued and outstanding was converted into the right to receive $4.72 in cash, without interest, excluding shares held by (i) any of Parent, Merger Sub, the Rollover Stockholders, Ruili Group, and any of their respective affiliates (including shares contributed to Parent immediately prior to the effective time of the Merger by the Rollover Stockholders), and (ii) the Company or any wholly owned subsidiary of the Company (or held in the Company’s treasury). The Company did not receive any notice of objection from any shareholder prior to the vote to approve the Merger, which is required for exercising appraisal rights.

Upon the effective time of the Merger, the Company became a wholly owned subsidiary of Parent. As a result of the Merger, the Company Common Stock has ceased to trade on the NASDAQ Global Market (“NASDAQ”) prior to opening of trading on May 15, 2020. The Company has requested the NASDAQ to file a Form 25 with the SEC to notify the SEC of the delisting of the Company Common Stock on the NASDAQ and deregistration of the Company Common Stock under the Exchange Act. The Company intends to suspend its reporting obligations under the Exchange Act by filing a certification and notice on Form 15 with the SEC. The Company’s reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.

Item 16. Exhibits.

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.

[Signature Page to SORL 13E-3]

EXHIBIT INDEX

4

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