Attached files
| file | filename |
|---|---|
| EX-32 - SORL Auto Parts, Inc. | v196365_ex32.htm |
| EX-31.2 - SORL Auto Parts, Inc. | v196365_ex31-2.htm |
| EX-31.1 - SORL Auto Parts, Inc. | v196365_ex31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
|
x
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ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year
ended - DECEMBER 31, 2009
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OR
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¨
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TRANSITION REPORT
PURSUANT TO SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition
period from
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Commission
file number 0-024828
SORL
AUTO PARTS, INC.
(Name of
Issuer in Its Charter)
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DELAWARE
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30-0091294
|
|
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(State
or Other jurisdiction
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(I.R.S.
Employer Identification No.)
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|
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of
Incorporation or Organization)
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NO.1169
YUMENG ROAD
RUIAN
ECONOMIC DEVELOPMENT DISTRICT
RUIAN
CITY, ZHEJIANG PROVINCE
PEOPLE’S
REPUBLIC OF CHINA
(Address
of Principal Executive Offices, including zip code.)
86-577-65817720
(Issuer’s
Telephone Number, Including Area Code)
Securities
registered pursuant to Section 12(b) of the Act:
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TITLE OF EACH CLASS
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NAME OF EACH
EXCHANGE ON WHICH REGISTERED
|
|
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COMMON
STOCK: 0.002 PARVALUE
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NASDAQ
GLOBAL MARKET
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Securities
registered pursuant to Section 12(g) of the Act: NONE
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes ¨ No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x
Indicate
by check mark whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by referenced in Part III of this Form 10-K
or any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of “accelerated filer”, “large accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ¨ Accelerated filer
¨
Non-accelerated ¨ Smaller Reporting
Company x
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes ¨ No x
State
issuer’s revenues for its most recent fiscal year December 31, 2009:
$124,979,741
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity as of the last
business day of registrant’s most recently completed second fiscal quarter. As
of June 30, 2009, the value was approximately $26,433,831.
State the
number of shares outstanding of each of the issuer’s classes of common equity:
19,304,921 as of March 17, 2010.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the registrant’s definitive proxy statement for its annual meeting of
shareholders, scheduled for May 27, 2010, are incorporated by reference
into Part III of this report.
This Form
10-K/A is being filed for the purpose of correcting the signature page and
certifications in Registrant’s Form 10-K for the fiscal year ended December 31,
2009.
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
3. List
of Exhibits. See the Exhibit Index for a list of the exhibits
incorporated by reference or filed with this report.
EXHIBIT
INDEX
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EXHIBIT NO.
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DOCUMENT DESCRIPTION
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3.1
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Articles
of Incorporation (1)
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3.2
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Bylaws
(2)
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10.1
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Share
Exchange Agreement and Plan of Reorganization (3)
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10.2
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Joint
Venture Agreement (revised)(4)
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10.3
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Employment
Agreement—Xiao Ping Zhang (5)
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10.4
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Employment
Agreement—Xiao Feng Zhang (5)
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2
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10.5
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Employment
Agreement—Zong Yun Zhou (5)
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31.1
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Certification
of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
promulgated under the Securities and Exchange Act of 1934, as
amended.
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31.2
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Certification
of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
promulgated under the Securities and Exchange Act of 1934, as
amended.
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32
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Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief
Financial Officer).
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(1)
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Incorporated
herein by reference from the Registrant’s Form 10-QSB filed with the
Securities and Exchange Commission, on May 28,
2003.
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(2)
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Incorporated
herein by reference from the Registrant’s Form 8-K Current Report as filed
with the Securities and Exchange Commission, on March 17,
2009.
|
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(3)
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Incorporated
herein by reference from Registrant’s Form 8-K Current Report, and
amendment thereto, as filed with the Securities and Exchange Commission on
May 24, 2004.
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(4)
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Incorporated
by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form
10-K for the fiscal year ended December 31, 2007, as filed with the
Securities and Exchange Commission on March 27,
2008.
|
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(5)
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Incorporated
herein by reference from the Registrant’s Form S-1 as filed with the
Securities and Exchange Commission on August 31,
2006.
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3
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, on this 13th day
of September 2010.
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SORL
AUTO PARTS, INC.
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By:
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/s/ Xiao Ping
Zhang
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Xiao
Ping Zhang
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Chief
Executive Officer and Chairman
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||
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the Registrant and in the
capacities.
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Name
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Position
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Date
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/s/ Xiao Ping Zhang
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Chief
Executive Officer, and Chairman
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September
13, 2010
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Xiao
Ping Zhang
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||||
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/s/ Xiao Feng Zhang
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Chief
Operating Officer and Director
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September
13, 2010
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Xiao
Feng Zhang
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||||
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/s/ Zong Yun Zhou
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Chief
Financial Officer (Principal Accounting Officer)
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September
13, 2010
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Zong
Yun Zhou
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||||
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/s/ Li Min Zhang
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Director
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September
13, 2010
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||
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Li
Min Zhang
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||||
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/s/ Zhi Zhong Wang
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Director
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September
13, 2010
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||
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Zhi
Zhong Wang
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4
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/s/ Yi Guang Huo
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Director
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September
13, 2010
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||
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Yi
Guang Huo
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||||
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/s/ Jiang Hua Feng
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Director
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September
13, 2010
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||
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Jiang
Hua Feng
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||||
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/s/ Jung Kang Chang
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Director
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September
13, 2010
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||
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Jung
Kang Chang
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5