Amended Statement of Beneficial Ownership (sc 13d/a)
April 25 2019 - 9:18AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
SORL
AUTO PARTS, INC.
(Name
of Issuer)
Common
Stock, $0.002 par value per share
(Title
of Class of Securities)
291511805
(CUSIP
Number)
Xiaoping
Zhang
Shuping
Chi
Xiaofeng
Zhang
c/o
SORL Auto Parts, Inc.
No.
1169 Yumeng Road
Ruian
Economic Development District
Ruian
City, Zhejiang Province, Zip 325200
People’s
Republic of China
0086-577-65817720
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
April
25, 2019
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 291511805
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Xiaoping
Zhang
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
3.
|
SEC Use Only
|
4.
|
Source
of Funds (See Instructions)
PF
OO
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship
or Place of Organization
The
People’s Republic of China
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole
Voting Power
9,087,527
|
8.
|
Shared
Voting Power
0
|
9.
|
Sole
Dispositive Power
9,087,527
|
10.
|
Shared
Dispositive Power
0
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
9,087,527
1
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
13.
|
Percent
of Class Represented by Amount in Row (11)
47.1%
2
|
14.
|
Type
of Reporting Person (See Instructions)
IN
|
|
1
|
The Reporting Persons may be deemed to constitute a “group”
within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”), who collectively
own 11,359,403 shares of the Company’s common stock.
|
|
2
|
Percentage calculated based on 19,304,921 shares of the
Company’s common stock outstanding as of April 1, 2019 as set forth in the Form 10-K filed by the Company for the fiscal
year ended December 31, 2018.
|
CUSIP No. 291511805
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Shuping Chi
|
2.
|
Check
the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
|
3.
|
SEC Use Only
|
4.
|
Source
of Funds (See Instructions)
PF
OO
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship
or Place of Organization
The
People’s Republic of China
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole
Voting Power
1,135,938
|
8.
|
Shared
Voting Power
0
|
9.
|
Sole
Dispositive Power
1,135,938
|
10.
|
Shared
Dispositive Power
0
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,135,938
1
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
13.
|
Percent
of Class Represented by Amount in Row (11)
5.9%
2
|
14.
|
Type
of Reporting Person (See Instructions)
IN
|
|
1
|
The
Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the “Act”), who collectively own 11,359,403 shares of the Company’s common stock.
|
|
2
|
Percentage
calculated based on 19,304,921 shares of the Company’s common stock outstanding as of April 1, 2019 as set forth in the
Form 10-K filed by the Company for the fiscal year ended December 31, 2018.
|
CUSIP No. 291511805
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Xiaofeng Zhang
|
2.
|
Check
the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
|
3.
|
SEC Use Only
|
4.
|
Source
of Funds (See Instructions)
PF
OO
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship
or Place of Organization
The
People’s Republic of China
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole
Voting Power
1,135,938
|
8.
|
Shared
Voting Power
0
|
9.
|
Sole
Dispositive Power
1,135,938
|
10.
|
Shared
Dispositive Power
0
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,135,938
1
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
13.
|
Percent
of Class Represented by Amount in Row (11)
5.9%
2
|
14.
|
Type
of Reporting Person (See Instructions)
IN
|
|
1
|
The
Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the “Act”), who collectively own 11,359,403 shares of the Company’s common stock.
|
|
2
|
Percentage
calculated based on 19,304,921 shares of the Company’s common stock outstanding as of April 1, 2019 as set forth in the
Form 10-K filed by the Company for the fiscal year ended December 31, 2018.
|
This
Amendment No. 1 (the “Amendment”) relating to the common stock, par value $0.002 per share (the “Common Stock”),
of SORL Auto Parts, Inc., a Delaware corporation (the “Company”) is filed to amend the Schedule 13D filed with the
Securities and Exchange Commission (the “Commission”) on behalf of each of Mr. Xiaoping Zhang, Ms. Shuping Chi, Mr.
Xiaofeng Zhang (collectively, the “Reporting Persons”) on October 30, 2015 (the “Schedule 13D”). Except
as amended or supplemented by this Amendment, all other information in the Schedule 13D is as set forth therein. Capitalized terms
used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Schedule 13D.
|
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
The
responses to Item 3 contained in the Schedule 13D are incorporated herein by this reference.
The
descriptions of the principal terms of the Proposal (as defined below) under Item 4 are incorporated herein by reference in its
entirety.
|
Item
4.
|
Purpose
of Transaction
|
The
responses to Item 4 contained in the Schedule 13D are incorporated herein by this reference.
On
April 25, 2019, Mr. Xiaoping Zhang, Ms. Shuping Chi, Mr. Xiaofeng Zhang and Ruili Group Co., Ltd. entered into a consortium agreement
(the “Consortium Agreement”), pursuant to which the Consortium will cooperate in good faith in connection with an
acquisition transaction (“Proposed Transaction”) with respect to the Issuer as contemplated by the Proposal (as defined
below). The Consortium Agreement provides, among others, for
: cooperation in engaging advisors;
cooperation in obtaining applicable governmental, statutory, regulatory or other approvals, licenses, waivers or exemptions for
the consummation of the Proposed Transaction; and cooperation in preparing definitive documentation with respect to the Proposed
Transaction. During the period beginning on the date of the Consortium Agreement and ending on the earlier of (i) the nine
(9)-month anniversary of the date of the Consortium Agreement and (ii) the termination of the Consortium Agreement on the
occurrence of other termination events, members of the Consortium have agreed to work exclusively with each other with respect
to the Proposed Transaction and not to (a) make a competing proposal for the acquisition of control of the Issuer or (b) acquire
or dispose of any securities of the Issuer.
On
April 25, 2019, submitted a non-binding proposal (the “Proposal”) to the Company’s Board of Directors related
to the proposed acquisition of all of the shares of the Common Stock not beneficially owned by the Consortium for cash consideration
equal to US$4.26 per share.
The
Proposed Transaction is subject to a number of conditions, including, among other things, the negotiation and execution of definitive
documents and other related agreements mutually acceptable in form and substance to the Company and the Consortium. Neither the
Company nor any member of the Consortium is obligated to complete the Proposed Transaction, and a binding commitment with respect
to the Proposed Transaction will result only from the execution of definitive documents, and then will be on the terms provided
in such documentation.
If
the Proposed Transaction is completed, the Company’s Common Stock would become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Act and would be delisted from the Nasdaq Global Market.
References
to the Proposal in this Amendment are qualified in their entirety by reference to the Proposal, a copy of which is attached hereto
as Exhibit 99.4, and incorporated herein by reference in its entirety.
Except
as indicated above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified
in paragraphs (a) through (j) of Item 4 of Schedule 13D.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
The
responses to Item 6 contained in the Schedule 13D are incorporated herein by this reference.
The
descriptions of the principal terms of the Proposal under Item 4 are incorporated herein by reference in their entirety.
|
Item
7.
|
Material
to Be Filed as Exhibits
|
Item
7 is hereby amended and supplemented by adding the following thereto:
Exhibit
99.3:
Consortium Agreement, dated April 25, 2019, by and among the Reporting Persons and Ruili Group Co., Ltd.
Exhibit
99.4:
Proposal Letter from the Reporting Persons to the Board of Directors of SORL Auto Parts, Inc., dated April 25, 2019.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: April 25, 2019
|
XIAOPING ZHANG
|
|
|
|
|
By:
|
/s/ Xiaoping Zhang
|
|
|
|
|
SHUPING CHI
|
|
|
|
|
By:
|
/s/ Shuping Chi
|
|
|
|
|
XIAOFENG ZHANG
|
|
|
|
|
By:
|
/s/ Xiaofeng Zhang
|
6
SORL Auto Parts (NASDAQ:SORL)
Historical Stock Chart
From Aug 2024 to Sep 2024
SORL Auto Parts (NASDAQ:SORL)
Historical Stock Chart
From Sep 2023 to Sep 2024