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 3, 2012
| SORL AUTO PARTS, INC. | |||||||||
| (Exact Name of Registrant as Specified in Its Charter) | |||||||||
| Delaware | 000-11991 | 30-0091294 | |||||||
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(State or other jurisdiction of
incorporation or organization) |
(Commission File
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(I.R.S. Employer Identification No.) |
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No. 1169 Yumeng Road Ruian Economic Development District Ruian City, Zhejiang Province People’s Republic of China |
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| (Address of principal executive offices) | |||||||||
| 86-577-6581-7720 | |||||||||
| (Registrant’s telephone number, including area code) | |||||||||
| 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:
£ 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))
| Item 5.02 | Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers, Compensatory Arrangements of Certain Officers. |
(b) On March 3, 2012, Mr. Baojian Tao resigned from his position as Chief Operating Officer of SORL Auto Parts, Inc. (the “Company”), effective immediately. Mr. Tao resigned for personal reasons and not due to any disagreement or dispute with the Company’s management or members of the board of directors of the Company.
(c) On March 3, 2012, the Company announced the appointment of Ms. Jinrui Yu as Chief Operating Officer of the Company, effective immediately. Ms. Yu, age 37, has more than 15 years of experience in the auto parts industry. Ms. Yu has served as the Company’s Production and Export Vice President since August 2009. From 2004 to 2009, Ms. Yu served as the Company’s Export Department Manager. From 1999 to 2004, Ms. Yu served as the international sales manager of Ruili Group Co., Ltd., which specializes in manufacturing auto parts, and from 1997 to 1999, she worked in the market sales department of Ruili Group Co., Ltd. Ms Yu received her Bachelor of English from Zhejiang University of Technology in 2006.
In connection with her appointment as the Chief Operating Officer of the Company, Ms. Yu entered into an employment agreement with the Company, dated as of March 3, 2012 (the “Employment Agreement”), which will expire on March 3, 2017. The Employment Agreement provides that the Company will pay Ms. Yu an annual base salary of $50,000. The Company will also pay Ms. Yu social insurance in accordance with national and local laws and regulations. Pursuant to the Employment Agreement, any disputes arising thereunder will be resolved through negotiations between the parties and, if they cannot be resolved through negotiations, the parties may submit such disputes to Rui An City Labor Dispute Arbitration Committee for arbitration. If the parties do not agree with the arbitration decision, they can petition to the Rui An City People’s Court.
The information set above with respect to the Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Employment Agreement, which has been filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated into this Item 1.01 disclosure by reference. Exhibit 10.1 is an English translation of the original Employment Agreement.
On March 7, 2012, the Company issued a press release announcing the resignation of Mr. Tao and the appointment of Ms. Yu as the Company’s Chief Operating Officer. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Employment Agreement between Ruili Group Ruian Auto Parts Co., Ltd. and Jin Rui Yu, dated March 3, 2012.
99.1 SORL Auto Parts, Inc. Press Release, dated March 7, 2012.
SIGNATURE
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. | ||
| Dated: March 7, 2012 | By: | /s/ Xiao Ping Zhang |
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Name: Xiao Ping Zhang
Title: Chief Executive Officer |
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EXHIBIT INDEX
Exhibit No. Description
10.1 Employment Agreement between Ruili Group Ruian Auto Parts Co., Ltd. and Jin Rui Yu, dated March 3, 2012.
99.1 SORL Auto Parts, Inc. Press Release, dated March 7, 2012.
Exhibit 10.1
Employment Agreement*
Employer (Party A): Ruili Group Ruian Auto Parts Co., Ltd.
Address: 1169 Yumeng Road, Ruian Economic Development District, Ruian City, Zhejiang Province, China
Tel: 0086-0577-65817721
Legal Representative: Xiao Ping Zhang
Employee (Party B): Jin Rui Yu
Gender: Female
Date of Birth: February 2, 1975
Education: Bachelor degree
Home Address: 24 Xin Jie, Yu Hai Ban Shi Chu, Rui An City, Zhe Jiang Province, China
Tel: 13587576000
According to the Labor Law of the People's Republic of China and the Law of the People's Republic of China on Employment Contracts, Party A and Party B agree to enter into this Employment Agreement and shall follow the following terms and conditions:
The term of the contract starts from March 3, 2012 and will expire on March 3, 2017.
As decided by Party A’s board resolution, Ms. Jin Rui Yu will be the Chief Operating Officer (COO) of Party A.
Party B shall follow 8-hour working day system.
As decided by Party A’s board resolution, Ms. Jin Rui Yu’s annual salary as the COO is fifty thousand U.S. dollars (USD$50,000).
Party A shall pay for the social insurance to Party B according to national and local laws and regulations regarding social insurance. The individual contribution part of the social insurance can be withheld by Party A from Party B’s salary and paid by Party A on behalf of Party B.
Upon termination or expiration of this Employment Agreement, Party A shall assist Party B with applicable procedures related to social insurance.
Party A shall disclose to Party B all rules made pursuant to laws and regulations of the People’s Republic of China. Party B shall comply with the rules made by Party A and complete the assigned tasks, improve professional skills, comply with workplace safety rules, employment rules and ethic rules. If Party B violates any employment rules, Party A can give Party B administrative penalty, administrative sanctions, economic sanctions and so on, until this Employment Agreement is terminated.
If the objective situations that this Employment Agreement was relied on have changed materially and resulted in the inability to perform this Employment Agreement, after negotiated and agreed by the parties, the relevant provisions of this Employment Agreement can be amended.
If both parties agree, this Employment Agreement can be terminated.
Any disputes arising from performing this Employment Agreement shall be resolved through negotiations by the parties. If such disputes cannot be resolved through negotiations, the parties may submit to Rui An City Labor Dispute Arbitration Committee for arbitration. If the parties do not agree with the arbitration decision, the parties can petition to the Rui An City People’s Court.
Other issues not covered by this Employment Agreement can be resolved through negotiation by the parties.
This Employment Agreement is effective as of the date both parties apply their seals. This Employment Agreement is executed in two counterparts, with Party A and Party B each holding one copy.
| Party A | Party B | |||
| Ruili Group Ruian Auto Parts Co., Ltd. | Jin Rui Yu | |||
| (seal) | (signature) | |||
| /s/ Jin Rui Yu | ||||
| March 3, 2012 | March 3, 2012 |
*This Employment Agreement is an English Translation of the original Employment Agreement.
EXHIBIT 99.1
SORL ANNOUNCES New Chief Operating Officer
ZHEJIANG, China, March 7, 2012 -- SORL Auto Parts, Inc. (NASDAQ: SORL) ("SORL" or "the Company"), a leading supplier of brake and control systems to the global commercial vehicle industry, today announced the appointment of Ms. Jinrui Yu as the Company’s Chief Operating Officer, effective March 3, 2012. Mr. Baojian Tao, who served as the Company’s Chief Operating Officer, resigned from his position as such for personal reasons, effective March 3, 2012.
Ms. Yu, age 37, has more than 15 years of experience in the auto parts industry. Ms. Yu has served as the Company’s Production and Export Vice President since August 2009. From 2004 to 2009, Ms. Yu served as the Company’s Export Department Manager. From 1999 to 2004, Ms. Yu served as the international sales manager of Ruili Group Co., Ltd., which specializes in manufacturing auto parts, and from 1997 to 1999, she worked in the market sales department of Ruili Group Co., Ltd.
Mr. Xiaoping Zhang, Chief Executive Officer and Chairman of the Board of the Company, said, "We thank Baojian Tao for his leadership and many contributions during an important growth period in SORL’s history. We wish him well in his future endeavors. Ms. Yu has demonstrated that her capabilities and extensive knowledge of our operations will ensure a smooth succession. We look forward to Ms. Yu’s continuing contributions to the Company as our new Chief Operating Officer."
About SORL Auto Parts, Inc.
As a global tier one supplier of brake and control systems to the commercial vehicle industry, management believes SORL Auto Parts, Inc. is the market leader for commercial vehicles brake system, such as trucks and buses in China. The Company distributes products both within China and internationally under the SORL trademark. SORL is listed among the top 100 auto component suppliers in China, with a product range that includes 65 categories with over 2000 specifications in brake system and others. The Company has four authorized international sales centers in UAE, India, the United States and Europe. SORL is working to establish a broader global sales network. For more information, please visit http://www.sorl.cn.
Safe Harbor Statement
This press release may include certain statements that are not descriptions of historical facts, but are forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology such as "will", "believes", "expects" or similar expressions. These forward-looking statements may also include statements about the Company’s proposed discussions related to its business or growth strategy, which are subject to change. Such information is based upon expectations of the Company’s management that were reasonable when made but may prove to be incorrect. All of such assumptions are inherently subject to uncertainties and contingencies beyond the Company’s control and upon assumptions with respect to future business decisions, which are subject to change. The Company does not undertake to update the forward-looking statements contained in this press release. For additional information regarding known material factors that could cause the Company’s results to differ from its projected results, please see its filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Copies of filings made with the SEC are available through the SEC's electronic data gathering analysis retrieval system (EDGAR) at http://www.sec.gov .
Contact Information
Ben Chen
VP Finance & Corporate Secretary
+86 577 6581 7721
Email:
ben@sorl.com.cn
Kevin Theiss
Grayling
+1 646 284 9409
Email:
kevin.theiss@grayling.com