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CORRESP
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        Fang Xue, Esq.

        Direct: +86 10 6502 8687

        Fax: +86 10 6502 8510

        fxue@gibsondunn.com

February
11, 2020

Daniel
F. Duchovny

Special Counsel

Office of Mergers and Acquisitions

Division of Corporation Finance

Securities and Exchange Commission

100
F Street, N.E.

Washington, D.C. 20549

 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
Mr. Duchovny:

On
behalf of SORL Auto Parts, Inc., a Delaware corporation (the “Company”), we have set forth below responses
to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in its letter, dated January 22, 2020, with respect to the above-referenced Preliminary Proxy Statement on Schedule
14A, File No. 000-11991 (the “Proxy Statement”) filed on January 2, 2020 and amended on January 6, 2020
and the Schedule 13E-3, File No. 005-35858 (the “Schedule 13E-3”) filed on January 2, 2020 by the Company
and the other filing persons named therein. For your convenience, the Staff’s comments are repeated below in bold and italics,
followed in each case by the responses of the filing persons.

Please
note that, except where indicated otherwise, all references to page numbers in the responses are references to the page numbers
in the Amendment No. 1 to the Schedule 13E-3 (the “Amendment to Schedule 13E-3”) or the amended Preliminary
Proxy Statement on Schedule 14A (the “Revised Proxy Statement”), as the case may be, both of which have
been filed concurrently with the submission of this letter in response to the Staff’s comments. All capitalized terms not
otherwise defined herein are defined in the Revised Proxy Statement.

The
Amendment to Schedule 13E-3 and the Revised Proxy Statement incorporate the changes made in response to the Staff’s comments,
as well as certain other updated information. In addition, marked copies of the Amendment to Schedule 13E-3 and the Revised Proxy
Statement indicating changes against the Schedule 13E-3 and the Proxy Statement are being provided separately to the Staff via
email.

We
represent the special committee of the board of directors of the Company. To the extent any response relates to information concerning
Mr. Xiaoping Zhang, Ms. Shuping Chi, Mr. Xiaofeng Zhang, Ruili Group Co., Ltd. (“Ruili Group”), Ruili
International Inc., or Ruili International Merger Sub Inc., such response is included in this letter based on information provided
to the Company by such other persons or their respective representatives.

Schedule
13E-3

 1. Remove
                                         the statements 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 company or other filing persons within the context of Rule 13e-3.

We
respectfully advise the Staff that in response to the Staff’s comment, the Schedule 13E-3 has been revised. Please refer
to the updated disclosure on page 1 of the Amendment to Schedule 13E-3.

Proxy
Statement

Background
of the Merger, page 17

 2. Please
                                         provide 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 through the negotiation period ending
                                         with the execution of the merger agreement on November 29, 2019. Based on the group’s
                                         existing disclosure at the time, it appears that material changes occurred to the facts
                                         set forth in the group’s Schedule 13D that required amendments to be filed promptly.
                                         See Rule 13d-2(a).

CD&I
110.06 regarding Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting states that a Schedule
13D requires an amendment when “the security holder has formulated a specific intention with respect to a disclosable matter.”

We
respectfully advise the Staff that, based on the information provided by the relevant members of the Buyer Consortium, we do not
believe that any amendment to the Schedule 13D filed by Mr. Xiaoping Zhang, Ms. Shuping Chi and Mr. Xiaofeng Zhang with respect
to the Company on October 30, 2015 was required prior to April 25, 2019 because, prior to such time, none of Mr. Xiaoping Zhang,
Ms. Shuping Chi or Mr. Xiaofeng Zhang had experienced a material change in their holdings reportable on Schedule 13D or formed
a fixed, definite or specific plan or intention to proceed with an acquisition of the Company or of any of the outstanding equity
of Company.

    2

On
October 30, 2015, Mr. Xiaoping Zhang, Ms. Shuping Chi and Mr. Xiaofeng Zhang jointly filed a Schedule 13D with respect to the
Company (the “Original Schedule 13D”). In the Original Schedule 13D, the reporting persons disclosed
the 2015 Proposal, the reporting persons’ intention to pursue a transaction resulting in the acquisition of all of the common
stock of the Company that were not owned by them and also indicated that they reserved the right to formulate other purposes,
plans or proposals regarding the Company or any other actions that could involve one or more of the types of transactions or have
one or more of the results described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

As
disclosed in the Proxy Statement, Ruili Group and Mr. Xiaoping Zhang engaged Huatai United Securities Co., Ltd. (“Huatai
Securities”) as their financial advisor and O’Melveny & Myers LLP (“O’Melveny”)
as their U.S. legal counsel on March 11, 2019 and March 26, 2019, respectively. Based on information provided by certain members
of the Buyer Consortium, during the period between the engagement of those advisors and on or about the time the Buyer Consortium
made its preliminary, non-binding proposal on April 25, 2019, Mr. Xiaoping Zhang, Ms. Shuping Chi and Mr. Xiaofeng Zhang were
in the early stage of considering whether to pursue a going private transaction concerning the Company or other strategic alternatives
involving the company, including a plan that would maintain the Company’s listed status on the NASDAQ. As disclosed on page
17 in the “Background to the Merger” section of the Revised Proxy Statement, prior to April 25, 2019, representatives
of Huatai Securities and O’Melveny provided Mr. Xiaoping Zhang, Ms. Shuping Chi, Mr. Xiaofeng Zhang and Ruili Group with
general advice with respect to the going private transaction so as to help them to evaluate the merits of proceeding with such
a transaction. Specifically:

 ● from
                                         March 11, 2019 to March 26, 2019, representatives of Huatai Securities held conference
                                         calls with Mr. Xiaoping Zhang to provide introductory information about the potential
                                         transaction costs and other financial related information that are expected to incur
                                         in a typical Rule 13e-3 going private transaction;

 ● on
                                         March 26, 2019, representatives of Huatai Securities and O’Melveny met with Mr.
                                         Xiaoping Zhang in person to provide introductory information about the general transaction
                                         steps and processes involved in a typical Rule 13e-3 going private transaction;

 ● on
                                         March 27 and April 10, 2019, representatives of Huatai Securities and O’Melveny
                                         held conference calls with Mr. Xiaoping Zhang and his assistant to provide further explanatory
                                         information, such as the estimated transaction costs and general timetable of a typical
                                         going private transaction; and

 ● from
                                         April 17, 2019 to April 25, 2019, representatives of Huatai Securities and O’Melveny
                                         had further discussions with Mr. Xiaoping Zhang and other members of the Buyer Consortium
                                         relating to a potential going private transaction involving the Company, including the
                                         possible transaction structures, the potential issues that may affect the successful
                                         closing of the transaction and the necessary regulatory approvals that may be required
                                         to be obtained before closing. As we have been advised by the members of the Buyer Consortium,
                                         none of these discussions led to a fixed, definite or specific plan or intention of the
                                         Buyer Consortium to proceed with a going private transaction or any other transaction
                                         concerning the Company.

    3

On
or about April 25, 2019, the members of the Buyer Consortium, after considering the information provided by representatives of
Huatai Securities and O’Melveny and other factors disclosed in the Proxy Statement under “Purposes and Reasons of
the Buyer Consortium for the Merger,” resolved to make a preliminary, non-binding offer to the Company to acquire all of
the common stock of the Company that were not owned by the Buyer Consortium. At such time, the Buyer Consortium promptly filed
amendment No. 1 to the Original Schedule 13D to reflect such disclosable events. Prior to such time, based on information provided
to us by members of the Buyer Consortium, we understand that none of the members of the Buyer Consortium had formulated a specific
intention to proceed with a going private transaction or any other transaction concerning the Company.

Following
the filing of amendment No. 1 to the Original Schedule 13D on April 25, 2019, disclosing the non-binding offer and the Buyer Consortium’s
intention to pursue a transaction resulting in the acquisition of all of the shares of the company that were not owned by the
members of the Buyer Consortium, based on information provided by the relevant members of the Buyer Consortium and described in
the “Background to the Merger” section of the Revised Proxy Statement, we respectfully advise the Staff that, in our
judgment, none of the members of the Buyer Consortium experienced any change in their holdings reportable on Schedule 13D and
no event, circumstance or change occurred from such time to the date of the execution of the merger agreement on November 29,
2019 that constituted a disclosable matter that would require the Buyer Consortium under Rule 13d to update the disclosures in
the Original Schedule 13D as amended by amendment No. 1 filed on April 25, 2019.

On
December 3, 2019, the Buyer Consortium promptly filed amendment No. 2 to the Original Schedule 13D to disclose the signing of
the definitive agreements with respect to a going private transaction involving the Company.

Accordingly,
we respectfully submit to the Staff that, based on the information provided to us by members of the Buyer Consortium, we believe
that the members of the Buyer Consortium complied with their obligations under Rule 13d in connection with developments in the
approach and negotiation with the Company on March 11, 2019, March 26, 2019 and through the negotiation period ending with the
execution of the merger agreement on November 29, 2019.

The
Company has updated the disclosure on page 17 of the Revised Proxy Statement to include certain background
information described above.

    4

 3. Refer
                                         to the appointment of new directors on May 20, 2019 and their designation to form the
                                         special committee. Please describe the background of the appointments and what considerations
                                         the board took in appointing 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 security holders of the company?

We
respectfully advise the Staff that the Company decided to appoint two new directors on May 20, 2019 to form the special committee
for the following reasons:

First,
even though the board of directors (the “Board”) had previously determined with respect to three of
the four outside directors then serving on the Board (the “Existing Outside Directors”) that they qualified
as “independent” directors for purposes of Nasdaq listing rules and other applicable standards, the Board determined
to avoid any question as to their independence and disinterestedness in the going private transaction for Delaware law purposes
due to their relationship with the Company and/or Ruili Group, a member of the Buyer Consortium and an entity controlled by the
chairman and CEO of the Company and two other directors who are members of the Buyer Consortium. In particular, Mr. Jinbao Liu
was employed by the Ruili Group from January 2000 to December 2003 as a senior engineer and Assistant General Manager, Mr. Huilin
Wang was employed by the Ruili Group from March 2002 to June 2009 as a senior engineer, and Mr. Jianghua Feng was an attorney
of a Chinese law firm that provided legal services to Ruili Group Ruian Auto Parts, Co., Ltd., a subsidiary of the Company. Although
the fourth Existing Outside Director, Mr. Yuhua Li, did not have any such relationship, he declined to serve on the special committee
due to his lacking of experience and expertise in similar transactions. For these reasons and to minimize any potential appearance
of conflict of interest or lack of independence, the Company decided to appoint two new outside directors (the “New
Outside Directors”) who had no prior employment history or other material relationship with the members of the Buyer
Consortium or any of their affiliates.

Second,
the two New Outside Directors were selected by the Company after a process of contacting and interviewing potential candidates
who possessed experience and skill sets that the Company deemed relevant in the context. For example, Mr. Xiao Lin has investment
banking experience and finance background relating to public companies, and Mr. Binhua Feng has extensive experience and deep
understanding of the auto industry in China.

Lastly,
members of the special committee were given extensive powers and authorities to obtain all relevant information relating to the
Company and t