SEC Comment Letter for SORL Auto Parts Inc (CIK 0000714284) — Feb 13, 2020
SORL Auto Parts Inc (CIK 0000714284)
Date: Feb. 13, 2020 · CIK: 0000714284 · Accession: 0000000000-20-001379
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE 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 Revised Preliminary Proxy Statement on Schedule 14A Filed February 11, 2020 File No. 000 -11991 Amended Schedule 13D Filed April 25, 2019 by Xiaoping Zhang , Shuping Chi , and Xiaofeng Zhang File No. 005 -35858
Re: SORL Auto Parts, Inc. Amended Schedule 13E -3 Filed on February 11, 2020 Filed by SORL Auto Parts, Inc. et. al. File No. 005-35858
Dear Ms . Xue:
We have reviewed your filing s and have the following comments. In some of our comments, we may ask you to provide us with inform ation so we may bett er understand your disclosure.
Amended Schedule 13D 1. We note that exhibit 99.3 to the Schedule 13D filed on April 25, 2019 included Schedule A and B, but that neither exhibit has been filed in full . Please revise your filing to include the full text of the exhibits. 2. We note that Ruili Group was included as a beneficial owner in the Schedule 13D file on December 3, 2019. Please tell us why Ruili Group was not included as a beneficia l owner in the Schedule 13D filed on April 25, 2019.
Fang Xue, Esq. Gibson, Dunn & Crutcher LLP February 13, 2020 Page 2
Revised Proxy Statement
Background of the Merger, page 17 3. Please disclose the substance of your response to prior comment 3 in your proxy statement .
Interests of the Company’s Directors and Officers in the Merger, page 55 4. It appears that the directors and officers of the company who are not part of the Buyer Consortium do not own any securities in the company and consequently will not receive any payment in connection therein. Please confirm if this is correct; oth erwise, please disclose the proceeds to be received by each such directors and officers .
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
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
February 13, 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.
Amended Schedule 13E -3
Filed on February 11, 2020
Filed by SORL Auto Parts, Inc. et. al.
File No. 005-35858
Revised Preliminary Proxy Statement on Schedule 14A
Filed February 11, 2020
File No. 000 -11991
Amended Schedule 13D
Filed April 25, 2019 by Xiaoping Zhang , Shuping Chi , and Xiaofeng Zhang
File No. 005 -35858
Dear Ms . Xue:
We have reviewed your filing s and have the following comments. In some of our
comments, we may ask you to provide us with inform ation so we may bett er understand your
disclosure.
Amended Schedule 13D
1. We note that exhibit 99.3 to the Schedule 13D filed on April 25, 2019 included Schedule
A and B, but that neither exhibit has been filed in full . Please revise your filing to include
the full text of the exhibits.
2. We note that Ruili Group was included as a beneficial owner in the Schedule 13D file on
December 3, 2019. Please tell us why Ruili Group was not included as a beneficia l owner
in the Schedule 13D filed on April 25, 2019.
Fang Xue, Esq.
Gibson, Dunn & Crutcher LLP
February 13, 2020
Page 2
Revised Proxy Statement
Background of the Merger, page 17
3. Please disclose the substance of your response to prior comment 3 in your proxy
statement .
Interests of the Company’s Directors and Officers in the Merger, page 55
4. It appears that the directors and officers of the company who are not part of the Buyer
Consortium do not own any securities in the company and consequently will not receive
any payment in connection therein. Please confirm if this is correct; oth erwise, please
disclose the proceeds to be received by each such directors and officers .
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