SORL Auto Parts, Inc. (NASDAQ:SORL) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the completion of the Merger, the Company notified the Nasdaq Stock Market (“NASDAQ”) of its intent to remove its common stock, par value $0.002 (“Company Common Stock”) from listing on NASDAQ prior to opening of trading on May 15, 2020, and requested that NASDAQ file a delisting application on Form 25 with the Securities and Exchange Commission (the “SEC”) to delist and deregister the Company Common Stock as of May 15, 2020. The Company will file with the SEC a certification on Form 15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), requesting the suspension of the Company’s reporting obligations under Section 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

On May 15, 2020, to the terms of the Merger Agreement, each share of Company Common Stock issued and outstanding immediately prior to the effective time of the Merger, other than shares held by Parent (representing shares contributed to Parent by Mr. Xiaoping Zhang, Ms. Shuping Chi and Mr. Xiaofeng Zhang) which shares have been cancelled for no consideration, was canceled and automatically converted into the right to receive $4.72 per share in cash, without interest.

Item 5.01. Changes in Control of Registrant.

On May 15, 2020, Parent consummated the acquisition of 100% of the outstanding voting securities of the Company through the Merger. The Company is the surviving corporation after the Merger and is a wholly owned subsidiary of Parent.

The aggregate consideration paid in connection with the Merger was approximately $37.5 million. The consideration was funded through equity contributions in cash as contemplated by the equity commitment letter, dated as of November 29, 2019, between Parent and Ruili Group Co., Ltd.

This description of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 hereto and incorporated herein by reference. A copy of the press release announcing the completion of the Merger is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the Merger on May 15, 2020, the following individuals submitted their resignations and ceased to be members of the board of directors of the Company: Xiaofeng Zhang, Shuping Chi, Binghua Feng, Huilin Wang, Jianghua Feng, Jinbao Liu, Xiao Lin ‎and Yuhong Li. Xiaoping Zhang remains as the Company’s sole director following the consummation of the Merger.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

to the terms of the Merger Agreement, at the consummation of the Merger on May 15, 2020, the amended and restated certificate of incorporation of the Company as in effect immediately prior to the Merger were amended and restated and, as so amended and restated, have become the amended and restated certificate of incorporation of the surviving corporation. A copy of the amended and restated certificate of incorporation of the Company is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

to the terms of the Merger Agreement, at the consummation of the Merger on May 15, 2020, the bylaws of the Company as in effect immediately prior to the Merger were amended and restated and, as so amended and restated, have become the amended and restated bylaws of the surviving corporation. A copy of the amended and restated bylaws of the Company is attached as Exhibit 3.2 hereto and is incorporated herein by reference.

Item 8.01. Other Events.

On May 15, 2020, the Company issued a press release announcing the completion of the Merger, which press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Agreement and Plan of Merger, dated as of November 29, 2019, by and among the Company, Parent and Merger Sub (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on December 2, 2019)
3.1	Amended and Restated Certificate of Incorporation, effective as of May 15, 2020
3.2	Amended and Restated Bylaws, effective as of May 15, 2020
99.1	Press Release, dated May 15, 2020

SORL Auto Parts, Inc. Exhibit
EX-3.1 2 ea121876ex3-1_sorlautoparts.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION,…
To view the full exhibit click here

About SORL Auto Parts, Inc. (NASDAQ:SORL)

SORL Auto Parts, Inc., through its interests in the Ruili Group Ruian Auto Parts Co., Ltd., a Sino-foreign joint venture (Joint Venture), develops, manufactures and distributes automotive brake systems and other safety related auto parts to automotive original equipment manufacturers (OEMs), and the related aftermarket both in China and abroad. The Company operates through two segments: Commercial Vehicle Brake Systems and Passenger Vehicle Brake Systems. The Company’s products are principally used in different types of commercial vehicles, such as trucks and buses, and include a range of products covering approximately 65 categories and over 2,000 specifications in automotive brake systems. The Company sells its products to approximately 70 vehicle manufacturers, including all of the primary truck manufacturers in China.