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): ~~March~~April 2327, 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

AOn April 27, 2020, the Company issued a press release announcing that Institutional Shareholder Services Inc. ~~Record~~(“ISS”) ~~Date~~has ~~and~~recommended ~~Meeting~~that ~~Date~~SORL ~~for~~stockholders vote “FOR” the ~~Special~~‎proposed ~~Meeting~~going private transaction for $4.72 per share of ~~Stockholders~~ tocommon ~~Vote~~stock onin 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.

AtParent ahas ~~meeting~~also ofinformed the ~~Board of Directors (the “Board”)~~Company ofthat ~~SORL~~Parent ~~Auto Parts, Inc.~~ (~~the~~through ~~“Company”~~its affiliate) ~~held~~has oncompleted ~~March~~and ~~23,~~obtained ~~2020,~~all of the ~~Board~~required ~~resolved~~regulatory approvals to ~~hold~~consummate the ~~special meeting (the~~Merger, ~~“Special~~including ~~Meeting”) of~~ the ~~Company’s~~overseas ~~stockholders~~investment ~~‎at~~registration 10with ~~a.m.~~Zhejiang onProvincial ~~May~~Development 8,and ~~2020~~Reform ~~(Beijing time)~~Commission, atthe ~~its~~outbound investment ~~principal~~registration ~~executive~~with ~~office~~Zhejiang ~~located~~Provincial atDepartment ~~No.~~of ~~2666~~Commerce ~~Kaifaqu~~and ~~‎Avenue,~~the ~~Rui’an~~registration ~~Economic~~with ~~Development District,~~ Rui’an ~~City, Zhejiang~~branch ~~Province, People’s ‎Republic~~ of ~~China, to consider and vote on, among other things,~~ the ~~proposal~~State ~~to authorize~~Administration ~~and~~of ~~‎approve~~Foreign ~~the~~Exchange ~~previously announced Agreement and Plan~~ of ~~Merger (~~the ~~“Merger~~People’s ~~Agreement”),~~Republic ~~‎dated as~~ of ~~November 29,~~China. ~~2019,~~A bycopy ~~and~~of ~~among~~ the ~~Company,~~press ~~Ruili~~release ~~International~~is ~~Inc.,~~attached ahereto ~~Delaware~~as ~~‎corporation~~Exhibit ~~(“Parent”),~~99.1 and ~~Ruili International~~ ~~Merger~~is ~~Sub~~incorporated ~~Inc.,~~herein ~~a Delaware corporation and ‎wholly owned subsidiary of Parent, the plan of merger, and the transactions ‎contemplated~~ by ~~the Merger Agreement~~reference. ‎

~~The~~Item ~~Board further resolved to fix the record date for determining stockholders entitled to vote at the Special Meeting as April 2, 2020 (New York time)~~9.01. ~~The~~Financial ~~Company~~Statements ~~issued a press release announcing the record date~~ and ~~the meeting date which was attached as an Exhibit to a previously filed Form 8-K.~~Exhibits

~~B. Inability to timely file Annual Report on Form 10-K for the fiscal year ended December 31, 2019 due to circumstances related to COVID-19~~Exhibits

~~The Company will not be able to file its 2019 Annual Report on Form 10-K by the original deadline of March 30, 2020 due to circumstances related to COVID-19~~99.1 ~~The~~Press ~~Company’s headquarter is located in Ruian~~Release, Zhejiang Province, PRC, which has been seriously impacted by the COVID-19 epidemic. Since January 2020, Zhejiang Province has been under strict quarantine control and travel has been severely restricted. The Company’s operations in Zhejiang Province and other locations in China have been largely suspended since January 2020. As a result, the Company and its professional advisors will not be able to complete the preparation of the Company’s consolidated financial statements and the Form 10-K until after March 30, 2020. The Company is relying on the SEC order dated ~~March~~April 427, 2020 ~~(Release No~~. 34-88318) to extend the due date for the filing of its Form 10-K until May 14, 2020 (45 days after the original due date). The Company will work diligently to comply with such requirement and, at this time, management believes that it will need the entire available extension period.

~~C. Additional Risk Factor Disclosure~~SIGNATURES

AnPursuant ~~occurrence~~to the requirements of anthe ~~uncontrollable~~Securities Exchange ~~event~~Act ~~such~~of as1934, the ~~COVID-19 pandemic~~Registrant ishas ~~likely~~duly caused this Report to ~~negatively~~be ~~affect~~signed ~~our~~on ~~operations~~its behalf by the undersigned hereunto duly authorized.

~~The~~SORL ~~occurrence~~Auto ~~of an uncontrollable event such as the COVID-19 pandemic is likely to negatively affect our operations. A pandemic typically results in social distancing~~Parts, ~~travel bans and quarantine, and this has limited access to our facilities, customers, management, support staff and professional advisors~~Inc. ~~These,~~/s/ inXiaoping ~~turn,~~Zhang ~~will not~~Xiaoping ~~only impact our operations~~Zhang, ~~financial~~Chief ~~condition~~Executive and demand for our goods and services but our overall ability to react timely to mitigate the impact of this event. Also, it will substantially hamper our efforts to provide our investors with timely information and comply with our filing obligations with the Securities and Exchange Commission.Officer

~~Forward~~Date: ~~Looking~~April ~~Statements~~27, 2020

Certain of the statements contained in this report should be considered forward-looking statements within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements about the Company’s plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward looking statements. There may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. In particular, the consequences of the coronavirus outbreak to economic conditions and the industry in general and the financial position and operating results of our company in particular have been material, are changing rapidly, and cannot be predicted. The Company does not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward looking statements speak only as of the date hereof or as of the dates indicated in the statement.2

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

Date: March 23, 2020

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