Item 8.01 Other Events
A. Record Date and Meeting Date for the Special Meeting of
Stockholders to Vote on the Agreement and Plan of Merger
At a meeting of the Board of Directors (the “Board”)
of SORL Auto Parts, Inc. (the “Company”) held on March 23, 2020, the Board resolved to hold the special meeting (the
“Special Meeting”) of the Company’s stockholders at 10 a.m. on May 8, 2020 (Beijing time), at its
principal executive office located at No. 2666 Kaifaqu Avenue, Rui’an Economic Development District, Rui’an City,
Zhejiang Province, People’s Republic of China, to consider and vote on, among other things, the proposal to authorize
and approve the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated as of November
29, 2019, by and among the Company, Ruili International Inc., a Delaware corporation (“Parent”), and Ruili International
Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, the plan of merger, and the transactions contemplated
by the Merger Agreement.
The Board further resolved to fix the record date for determining
stockholders entitled to vote at the Special Meeting as April 2, 2020 (New York time). The Company issued a press release
announcing the record date and the meeting date which was attached as an Exhibit to a previously filed Form 8-K.
B. Inability to timely file Annual Report on Form 10-K for
the fiscal year ended December 31, 2019 due to circumstances related to COVID-19
The Company will not be able to file its 2019 Annual Report on Form
10-K by the original deadline of March 30, 2020 due to circumstances related to COVID-19. The Company’s headquarter is located
in Ruian, Zhejiang Province, PRC, which has been seriously impacted by the COVID-19 epidemic. Since January 2020, Zhejiang Province
has been under strict quarantine control and travel has been severely restricted. The Company’s operations in Zhejiang Province
and other locations in China have been largely suspended since January 2020. As a result, the Company and its professional advisors
will not be able to complete the preparation of the Company’s consolidated financial statements and the Form 10-K until after
March 30, 2020. The Company is relying on the SEC order dated March 4, 2020 (Release No. 34-88318) to extend the due date for the
filing of its Form 10-K until May 14, 2020 (45 days after the original due date). The Company will work diligently to comply with
such requirement and, at this time, management believes that it will need the entire available extension period.
C. Additional Risk Factor Disclosure
An occurrence of an uncontrollable event such as the COVID-19
pandemic is likely to negatively affect our operations.
The occurrence of an uncontrollable event such as the COVID-19 pandemic
is likely to negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine, and
this has limited access to our facilities, customers, management, support staff and professional advisors. These, in turn, will
not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely
to mitigate the impact of this event. Also, it will substantially hamper our efforts to provide our investors with timely information
and comply with our filing obligations with the Securities and Exchange Commission.
Forward Looking Statements
Certain of the statements contained in this report should be
considered forward-looking statements within the meaning of the Securities Act of 1933, as amended (the “Securities
Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities
Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,”
“will,” “expect,” “intend,” “anticipate,” “believe,”
“estimate,” “plan,” “project,” “could,” “should,”
“would,” “continue,” “seek,” “target,” “guidance,”
“outlook,” “if current trends continue,” “optimistic,” “forecast” and other
similar words. Such statements include, but are not limited to, statements about the Company’s plans, objectives,
expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These
forward-looking statements are based on the Company’s current objectives, beliefs and expectations, and they are
subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain
events to differ materially from the information in the forward looking statements. There may be other factors of which the
Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual
results to differ materially from those discussed. In particular, the consequences of the coronavirus outbreak to economic
conditions and the industry in general and the financial position and operating results of our company in particular have
been material, are changing rapidly, and cannot be predicted. The Company does not assume any obligation to publicly update
or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors
affecting these forward-looking statements other than as required by law. Any forward looking statements speak only as of the
date hereof or as of the dates indicated in the statement.