SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 January 22, 2020

By E-Mail
Fang Xue , Esq.
Gibson, Dunn & Crutcher  LLP
Unit 1301, Tower 1, China Central Place
No. 81 Jianguo Road
Chaoyang District
Beijing 100025, PRC

Re: SORL Auto Parts , Inc.
Schedule 13E -3
Filed on January 2 , 2020
Filed by SORL  Auto Parts, Inc. , Ruili Group Co., Ltd. , Ruili International
    Inc., Ruili International Merger Sub Inc. , Xiaoping Zhang , Shuping
    Chi, and Xiaofeng Zhang
File No. 005-35858

Preliminary Proxy Statement on Schedule 14A
Filed  January 2 , 2020 , amended on  January 6, 2020
File No. 000 -11991

Dear Ms . Xue:

We have reviewed your filing and have the following comments. In some of our comments,
we may ask you to provide us with information so we may bett er understand your disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comme nts apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to th is comment , we may have additional comments.

Schedule 13E -3
1. Remove the statement s on page 1 that the filing of the Schedule 13E -3 shall not be
construed as an admission that the company is “controlled ” by any filing person or that
any filing person is an affiliate of the company, or of any other filing person, within the
meaning of Rule 13e -3. Given your determination to file the Schedule 13E -3, the filing
persons may not disclaim their controlling or affiliate status with respect to the co mpany
or other filing persons  within the conte xt of Rule 13e -3.

Fang Xue , Esq.
Gibson, Dunn & Crutcher  LLP
January 22, 2020
Page 2

Proxy Statement

Background of the Merger, page 17
2. Please pro vide us the legal analysis as to why the Buyer Consortium  did not file an
amendment to its Schedule 13D in connection with developments in the approach and
negotiation with the company on March 11, 2019, March 26, 2019  and t hrough the
negotiation period ending with the execution of the merger agr eement on November  29,
2019. Based on the group ’s existing disclosure at the time, it  appears that material
change s occurred to the facts set forth in the group ’s Schedule 13D that required
amendment s to be file d promptly. See Rule 13d -2(a).
3. Refer to the appointment of new directors on May 20, 2019 and their designation t o form
the special committee. Please describe the background of the appointments and what
considerations the board took in appoi nting two individuals who appear to have had no
familiarity with the company, its operations or its prospects. How did the board  expect
that the new directors would effectively represent the interests  of the security holders in
negotiations with the Buyer Consortium, which included the chairman of the board and
CEO as well as two other directors and, together, controlling se curity holders of the
company?
4. Please describe here the scope of and limitations on the Special  Committee’s authority
with respect to this transaction.  What were the committee’s duties and authority?
5. Refer to the entry for October  28, 2019. Please clarify whether the request for an increase
in the purchase price was made for a specific price or range of pr ices.

Recommendation of Our Board  of Directors and Special Committee , page 26
6. We note that the Special Committee considered the analyses and conclusi on of Duff &
Phelps opinion in making its fairness determination  and the board of directors considered
and adopted the Special Committee ’s recommendations and  analysis . Note that if any
filing person has based its fairness determinat ion on the analysis of factors undertaken by
others, such person must expressly adopt  this analysis as their own in order to satisfy the
disclosure obligation.  See Question 20 of Exchange Act Release No. 34 -17719 (April 13,
1981).  Please revise to state,  if true, that the Special Committee board adopted the Duff
& Phelps  analyses and opinion as its own.  Alternatively, revise your disclosure to
include disclosure responsive to Item 1014 of Regulation M -A and to address the factors
listed in instruction 2 to Item 1014 .
7. On a related note, p lease address how any filing person relying on the Duff & Phelps
opinion was able to reach the fairness determination as to unaffiliated security holders
given that the fairness opi nion addressed fairness with respect to holders of your shares

Fang Xue , Esq.
Gibson, Dunn & Crutcher  LLP
January 22, 2020
Page 3

 other than the Excluded Shares and the Dissenting Shares , rather than all security holders
unaffiliated with the company.

Purpose s and Reasons of the Buyer Consortium  for the Merger, page 44
8. Please revise your statement referring to a “possible interpretation ” of Rule 13e -3 and to
the members of the Buyer Consortium  “may be deemed” to be engaged in a going private
transaction to remove the uncertainty. Given your determination to file the Schedule 13E -
3, the filing persons may not make the stated disclaimer.

Prospective Financial Information , page 51
9. Please revise to include the full projections instead of a summary .

Interests of the Company ’s Directors and Officers in the Merger, page 55
10. With a view toward revised disclosure, please tell us whether any directors or officers
will receive payment for any securities they own or whether any incentive compensation
will be accelerated, each as a result of the going private transaction .

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, acti on or absence of action by the staff

Please direct any questions to me at (202) 551 -3619.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions