Attached files
| file | filename |
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| EX-10.1 - SORL Auto Parts, Inc. | v195745_ex10-1.htm |
| EX-99.1 - SORL Auto Parts, Inc. | v195745_ex99-1.htm |
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): August 31, 2010
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SORL
Auto Parts, Inc.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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000-11991
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30-0091294
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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No. 1169
Yumeng Road
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Ruian
Economic Development
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District
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Ruian
City, Zhejiang Province
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People’s
Republic of China
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(Address
of principal executive
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offices)
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Registrant’s telephone number,
including area code: 86-577-6581-7720
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N/A
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(Former
name or former address, if changed since last
report)
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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))
ITEM
1.01 Entry
into a Material Definitive Agreement.
The
information set forth in Item 2.01 of this Current Report on Form 8-K is
incorporated herein by reference.
ITEM
2.01 Completion
of Acquisition or Disposition of Assets.
On August
31, 2010 SORL Auto Parts, Inc. (the “Company”), through its 90%-owned
subsidiary, Ruili Group Ruian Auto Parts Co., Ltd., executed an Asset Purchase
Agreement to acquire, and purchased, three segments of the automotive parts
business of Ruili Group Co., Ltd. (the “Seller”). The three segments
consist of the Seller’s hydraulic brake, power steering and automotive
electrical businesses. The purchase price was RMB 170 million, or
approximately USD$25 million. The Company paid one half of the
purchase price on August 31, with the balance due on or before September
30. The transaction was effected as a purchase of assets, consisting
primarily of machinery and equipment, inventory, accounts receivable and patent
rights, used or usable in connection with these segments of the auto parts
business of Ruili Group Co., Ltd. The Company paid the consideration
due on August 31, 2010, from cash on hand and the conversion into cash of notes
receivable held by the Company, and does not anticipate borrowing any funds to
complete the payment for the assets acquired.
The
consideration for the business acquired was based upon a valuation performed by
the Hong Kong office of DTZ Debenham Tie Leung Limited (“DTZ”), an appraiser
which is not affiliated with the Company. DTZ considered its
valuation assignment in terms of three methodologies: a market-based
approach, an income-based approach and an asset-based approach. DTZ,
for reasons discussed in its opinion, concluded that an income-based approach to
the valuation of these segments of the Seller’s automotive parts business was
the most appropriate. The Company did not acquire any of the assets
of the Seller other than those in the segments of Seller’s business described
above.
Mr.
Xiaoping Zhang, the Company’s Chief Executive Officer and a Director of the
Company, and beneficial owner of approximately 47.1% of the outstanding shares
of the Company, owns approximately 63.13% of the shares of the
Seller. Mr. Xiaofeng Zhang, who is Mr. Xiaoping Zhang’s brother and
also a director of the Company, is the beneficial owner of approximately 5.9% of
the outstanding shares of the Company and approximately 0.92% of the outstanding
shares of the Seller. The transaction was reviewed and approved by
the Audit Committee of the Company. The Board of Directors, other
than the Messrs. Zhang, who did not vote on the matter, approved the transaction
after receiving the favorable report and recommendation of the Audit
Committee.
The
Seller owns the 10% of Ruili Group Ruian Auto Parts Co., Ltd. not owned by the
Company.
A copy of
the Asset Purchase Agreement for this transaction, and of the press release of
the Company issued today, are attached as Exhibits 10.1 and 99.1, respectively,
to this report.
ITEM
9.01 Financial Statements
and Exhibits.
(d) Exhibits.
There is
furnished as part of this report the exhibit listed on the accompanying Index to
Exhibits, which is incorporated herein by reference.
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.
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SORL
Auto Parts, Inc.
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Date: September
1, 2010
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By:/s/
/s/ Xiao Ping Zhang
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Xiao
PXiao Ping Zhang, Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Asset
Purchase Agreement dated August 31, 2010
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99.1
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Press
release issued on September 1,
2010
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