Initial Statement of Beneficial Ownership (3)
March 18 2020 - 5:12AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
RUILI INTERNATIONAL INC. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
11/29/2019
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3. Issuer Name and Ticker or Trading Symbol
SORL Auto Parts, Inc. [SORL]
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(Last)
(First)
(Middle)
NO. 2666 KAIFAQU AVENUE,, RUIAN ECONOMIC DEVELOPMENT DIST. |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
RUI'AN, ZHEJIANG, F4 325200
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 11359403 | I | See footnote (1)(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Ruili International Inc. is currently owned and controlled by Xiaoping Zhang and was created solely for the purpose of entering into the merger agreement (the "Merger Agreement") with SORL Auto Parts, Inc. (the "Company"), dated November 29, 2019, and consummating the transactions contemplated by the Merger Agreement. |
(2) | Pursuant to the Equity Contribution and Voting Agreement, dated November 29, 2019, by and among Ruili International Inc., Xiaoping Zhang, Shuping Chi and Xiaofeng Zhang (together with Xiaoping Zhang and Shuping Chi, the "Rollover Stockholders"), (x) immediately prior to the closing of the merger, the Rollover Stockholders will contribute to Ruili International Inc. an aggregate amount of 11,359,403 shares of the common stock of the Company beneficially owned by them (the "Rollover Shares"), representing 58.83% of the common stock of the Company, in exchange for newly issued shares of common stock of Ruili International Inc.; and (y) the Rollover Stockholders irrevocably appoint Ruili International Inc., as their irrevocable proxy to vote the Rollover Shares. |
(3) | Ruili International Inc. may be deemed to beneficially own all of such Rollover Shares and share with the Rollover Stockholders the voting power and dispositive power of such Rollover Shares. Ruili International expressly disclaims its ownership of any pecuniary interest in such Rollover Shares because Ruili International Inc. does not have or share the opportunity, directly or indirectly, to profit or share in any profit derived from the transaction in such Rollover Shares. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
RUILI INTERNATIONAL INC. NO. 2666 KAIFAQU AVENUE, RUIAN ECONOMIC DEVELOPMENT DIST. RUI'AN, ZHEJIANG, F4 325200 |
| X |
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Signatures
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/s/ Xiaoping Zhang as its sole director | | 3/17/2020 |
**Signature of Reporting Person | Date |
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