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): May 8, 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 | ||
| Rui’an 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 5.07. | Submission of Matters to a Vote of Security Holders |
Special Meeting of Stockholders
A special meeting of the stockholders (the “Special Meeting”) of SORL Auto Parts, Inc., a Delaware corporation (the “Company”), was held on May 8, 2020. The Company’s stockholders considered the following proposals at the Special Meeting:
| ● | Proposal I: to adopt the Agreement and Plan of Merger, dated as of November 29, 2019, as it may be amended from time to time (the “Merger Agreement”), by and among the Company, Ruili International Inc., a Delaware corporation (“Parent”), and Ruili International Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), 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; and |
| ● | Proposal II: to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the Merger Agreement. |
Voting Results
As of the record date of April 2, 2020, the Company had 19,304,921 shares of common stock outstanding that are entitled to vote, of which 15,876,170 or 82.24% were present in person or by proxy at the Special Meeting. 15,393,221 shares, representing approximately 79.74% of the outstanding shares entitled to vote, voted in favor of the proposal to adopt the Merger Agreement. Specifically, 4,033,818 shares, representing approximately 50.77% of the outstanding share of common stock entitled to vote owned by the unaffiliated stockholders, voted in favor of the proposal to adopt the Merger Agreement, satisfying the majority of unaffiliated stockholders voting requirement set forth in the Merger Agreement.
The adjournment proposal was approved with 15,158,713 “FOR” votes, 663,263 “AGAINST” votes and 54,194 “ABSTAIN” votes.
Item 8.01. Other Events
On May 8, 2020, the Company issued a press release announcing the results of the Special Meeting and the target closing date. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
Exhibits
| 99.1 | Press Release, dated May 8, 2020. |
1
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: May 8, 2020
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Exhibit 99.1
SORL Auto Parts
Announces Results of Special Meeting of Stockholders and Target Closing Date
ZHEJIANG, China, May 8, 2020 — SORL Auto Parts, Inc. (NASDAQ: SORL) (“SORL” or the “Company”), a leading manufacturer and distributor of automotive brake systems as well as other key safety-related auto parts in China, today announced that at the Company’s special meeting of stockholders earlier today, the stockholders of the Company approved, among others, the Company’s acquisition by Ruili International Inc. (“Parent”), a Delaware corporation, through a merger of the Company with Ruili International Merger Sub Inc., a wholly-owned subsidiary of Parent, as contemplated by the Company’s previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 29, 2019.
As of the record date of April 2, 2020, the Company had 19,304,921 shares of common stock outstanding that are entitled to vote, of which 15,876,170 or 82.24% were present in person or by proxy at the meeting. 15,393,221 shares, representing approximately 79.74% of the outstanding shares entitled to vote, voted in favor of the proposal to adopt the Merger Agreement. Specifically, 4,033,818 shares, representing approximately 50.77% of the outstanding share of common stock entitled to vote owned by the unaffiliated stockholders, voted in favor of the proposal to adopt the Merger Agreement, satisfying the majority of unaffiliated stockholders voting requirement set forth in the Merger Agreement.
The parties currently expect to complete the merger on May 15, 2020 pursuant to the terms and conditions set forth in the Merger Agreement. If and when completed, the merger would result in the Company becoming a privately held company and its common stock would no longer be listed on the NASDAQ.
About SORL Auto Parts, Inc.
As a global tier one supplier of brake and control systems to the commercial vehicle industry, SORL Auto Parts, Inc. (NASDAQ: SORL) is the market leader for commercial vehicles brake systems, 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 systems 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.
Cautionary Statement Regarding Forward-Looking Statements
All statements included in this press release, other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and projections about our industry, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to factors, risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement.
Potential risks and uncertainties include, without limitation, uncertainties as to the expected benefits and costs of the proposed merger; the expected timing of the completion of the merger; the parties’ ability to complete the merger considering the various closing conditions; the possibility that various closing conditions to the merger may not be satisfied or waived; the effect of the announcement of the proposed merger or operational activities taken in anticipation of the merger on our business relationships, results of operations and business generally; the outcome of any legal proceedings that have been or may be instituted against us related to the Merger Agreement; the amount of the costs, fees, expenses and charges related to the merger; and other risks and uncertainties discussed in the Company’s filings with the SEC, as well as the Schedule 13E-3 transaction statement and the proxy statement filed by the Company in connection with the merger. The forward-looking statements are made as of the date of this press release. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.