UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549










FORM 10-K














|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE 
ACT OF 1934 for the fiscal year ended - DECEMBER 31, 2011
|- | -----------------------------------------------------------------------------------------------------------------------------------



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
EXCHANGE ACT OF 1934 for the transition period from
|- | ------------------------------------------------------------------------------------------------------------------------



Commission file number 0-024828



SORL AUTO PARTS, INC.

(Name of Registrant in Its Charter)



|DELAWARE
        (State or Other jurisdiction
        of Incorporation or Organization) | 30-0091294
        (I.R.S. Employer Identification No.)
|--------------------------------------------------------------------------------------- | -------------------------------------------------------



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

(Registrant’s Telephone Number, Including
Area Code)



Securities registered pursuant to Section 12(b) of the Act:



|TITLE OF EACH CLASS          | NAME OF EACH
        EXCHANGE ON WHICH REGISTERED
|---------------------------- | -------------------------------------------------
|COMMON STOCK: 0.002 PARVALUE | NASDAQ GLOBAL MARKET                             



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  ̈ Nox



|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  ̈ Nox
|-----------------------------------------------------------------------------------------------------------------------------------------------



|Indicate by check mark whether the registrant (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. YesxNo  ̈
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). 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 Companyx
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Indicate by check mark whether the registrant is a shell company
        (as defined in Rule 12b-2 of the Exchange Act).
        Yes  ̈ Nox
|------------------------------------------------------------------------------------------------------------------------------------------



State registrant’s revenues for its most recent fiscal
year December 31, 2011: $216,788,518



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, 2011, the value was approximately $35,754,831.



State the number of shares outstanding of each of the registrant’s
classes of common equity: 19,304,921 shares as of March 17, 2012.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the registrant’s definitive proxy statement
for its annual meeting of shareholders, scheduled for June 7, 2012, are incorporated by reference into Part III of this report.















TABLE OF CONTENTS



|PART I     |                                                                                                                 
|---------- | ----------------------------------------------------------------------------------------------------------------
|           |                                                                                                                 
|ITEM 1.    | DESCRIPTION OF BUSINESS                                                                                         
|           |                                                                                                                 
|ITEM 1.A.  | RISK FACTORS                                                                                                    
|           |                                                                                                                 
|ITEM 1B.   | UNRESOLVED STAFF COMMENTS                                                                                       
|           |                                                                                                                 
|ITEM 2.    | PROPERTIES                                                                                                      
|           |                                                                                                                 
|ITEM 3.    | LEGAL PROCEEDINGS                                                                                               
|           |                                                                                                                 
|ITEM 4.    | Mine Safety Disclosures.                                                                                        
|           |                                                                                                                 
|PART II    |                                                                                                                 
|           |                                                                                                                 
|ITEM 5.    | MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|           |                                                                                                                 
|ITEM 6.    | SELECTED FINANCIAL DATA                                                                                         
|           |                                                                                                                 
|ITEM 7.    | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                           
|           |                                                                                                                 
|ITEM 7A.   | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                      
|           |                                                                                                                 
|ITEM 8.    | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                     
|           |                                                                                                                 
|ITEM 9.    | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                            
|           |                                                                                                                 
|ITEM 9A.   | CONTROLS AND PROCEDURES                                                                                         
|           |                                                                                                                 
|ITEM 9B.   | OTHER INFORMATION                                                                                               
|           |                                                                                                                 
|PART III   |                                                                                                                 
|           |                                                                                                                 
|ITEM 10.   | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                          
|           |                                                                                                                 
|ITEM 11.   | EXECUTIVE COMPENSATION                                                                                          
|           |                                                                                                                 
|ITEM 12.   | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                  
|           |                                                                                                                 
|ITEM 13.   | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                       
|           |                                                                                                                 
|ITEM 14.   | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                          
|           |                                                                                                                 
|PART IV    |                                                                                                                 
|           |                                                                                                                 
|ITEM 15.   | EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES                                                                     
|           |                                                                                                                 
|SIGNATURES |                                                                                                                 













PART I



ITEM 1. DESCRIPTION OF BUSINESS



BUSINESS



Through its 90% ownership of the Ruili Group
Ruian Auto Parts Co., Ltd., a Sino-foreign joint venture (the “Joint Venture”), SORL Auto Parts, Inc. (together with
our subsidiaries, “we,” “us,” “our” or the “Company” or “SORL”) develops,
manufactures and distributes automotive brake systems and other key safety related auto parts to automotive original equipment
manufacturers, or OEMs, and the related aftermarket both in China and internationally. The Company’s products are principally
used in different types of commercial vehicles, such as trucks and buses. Automotive brake systems and other key safety related
auto parts are critical components that ensure driving safety.



The Joint Venture was formed in the People’s
Republic of China (“PRC” or “China”) as a Sino-foreign joint venture on January 17, 2004, pursuant to the
terms of a Joint Venture Agreement (the “JV Agreement”) between the Ruili Group Co., Ltd. (the “Ruili Group”)
and Fairford Holdings Limited (“Fairford”), a wholly owned subsidiary of the Company. The Ruili Group was incorporated
in the People’s Republic of China (“PRC”) in 1987 and specialized in the development, production and sale of
various kinds of automotive parts. Fairford and the Ruili Group contributed 90% and 10%, respectively, of the paid-in capital of
the Joint Venture, which totaled $43.4 million.



Effective January 19, 2004 the Joint Venture
acquired the business segment of the Ruili Group relating to the manufacture and sale of various kinds of valves for automotive
brake systems and related operations (the “Transferred Business”). The Ruili Group began the automotive air brake valve
business in 1987. The acquisition was accomplished by the transfer from the Ruili Group to Fairford of the relevant assets and
liabilities of the Transferred Business including trade receivables, inventories and machinery, and the assumption of short and
long term borrowings for a purchase price of $6,390,000. The consideration was based on a valuation provided by Ruian Ruiyang Assets
Valuation Co., Ltd., an independent PRC valuation firm. Fairford then transferred these assets and liabilities to the Joint Venture
as consideration for its 90% ownership interest of the Joint Venture. The Ruili Group transferred inventory as its capital contribution
for its 10% interest in the Joint Venture. The assets and liabilities transferred to the Joint Venture by Fairford and the Ruili
Group represented all the assets and liabilities of the Transferred Business. Certain historical information of the Transferred
Business is based on the operation of the Transferred Business when it was owned by the Ruili Group.



On November 30, 2006, the Company completed
a follow-on public offering of 4,285,714 shares of common stock at $7.25 per share. Gross proceeds were approximately $31.1 million.
Net proceeds after approximately $2.2 million of underwriters’ commissions and approximately $0.7 million of related offering
expenses were approximately $28.2 million. On December 13, 2006, Maxim Group LLC, the lead underwriter of offering, exercised its
over-allotment option in full to purchase an additional 642,857 shares of common stock. After deduction of underwriter’s
discount of approximately from $0.3 million, the Company received $4.3 million. The aggregate net proceeds to the Company of this
offering was approximately $32.5 million, which included the $4.3 million as a result of the exercise of the over-allotment option
granted to the underwriters.



On December 8 and 26, 2006, through Fairford,
the Company invested $32.67 million in its operating subsidiary, the Ruili Group Ruian Auto Parts Co., Ltd. To maintain its 10%
shareholding in the Joint Venture, the Ruili Group increased its capital investment by $3.63 million. Accordingly, the Company
continued to hold a 90% controlling interest in the operating subsidiary.



Our primary location is in Ruian City, Wenzhou,
Zhejiang Province, People’s Republic of China. Wenzhou is a southeast coastal city and is a center of automotive parts manufacturing
in China.



On November 11, 2009, the Company entered
into a joint venture agreement with MGR, a Hong Kong-based global auto parts distribution specialist firm and a Taiwanese investor.
The new joint venture was named SORL International Holding, Ltd. ("SIH"). SORL holds a 60% interest in the joint venture,
MGR holds a 30% interest, and the Taiwanese investor holds a 10% interest. SIH is primarily devoted to expanding SORL's international
sales network in Asia-Pacific and creating a larger footprint in Europe, the Middle East and Africa with a target to create a truly
global distribution network. Based in Hong Kong, SIH is expanding and establishing channels of distribution in international markets
with SORL's primary products, including spring brake chambers, clutch servos, air dryers, relay valves and hand brake valves.



2









On February 8, 2010, the Company sold 1,000,000
shares of its common stock to selected institutional investors at a price of $10.00 per share pursuant to a registered direct offering.
This transaction provided net proceeds of approximately $9.4 million. On March 9, 2010, through Fairford, SORL invested $9.349
million in its operating subsidiary, the Ruili Group Ruian Auto Parts Co., Ltd.(the “Joint Venture”) To maintain its
10% shareholding in the Joint Venture, the Ruili Group increased its capital investment by $1.039 million. Accordingly, SORL continues
to hold a 90% controlling interest in the operating subsidiary.



On August 31, 2010, the Company, through
the Joint Venture, executed an Agreement to acquire the assets of the hydraulic brake, power steering, and automotive electrical
operations of the Ruili Group (the "Seller"), a related party under common control. As a result of this acquisition,
the Company's product offerings expanded to both commercial and passenger vehicles' brake systems and other key safety-related
auto parts. The purchase price was RMB 170 million, or approximately USD$25 million. The transaction was accounted for using the
book basis of assets acquired, consisting primarily of machinery and equipment, inventory, accounts receivable and patent rights,
used or usable in connection with the acquired segment of the auto parts business of the Ruili Group. The Company purchased the
machinery and equipment, inventory, accounts receivable at book values of $8.0 million, $8.0 million and $5.2 million, respectively.
The Company did not acquire any of the assets of the Seller other than those in the segment of Seller's business described above.
The excess of consideration over the carrying value of net assets received has been recorded as a decrease in the additional paid-in
capital of the Company.



The acquisition was accounted for as a transaction
between the entities under common control because the CEO of the Company owns 63% of the registered capital of Ruili Group Co.,
Ltd., and owns more than 50% of the outstanding common stock of SORL, together with his wife and brother. This results in the acquisition
being accounted for using the historical costs of the financial statements of the Ruili Group. The consolidated financial statements,
and the Management’s Discussion and Analysis contained in Item 7 of this report, have been prepared as if the acquisition
took place at the earliest time presented, that is, as of January 1, 2009. The asset purchase was deemed to be the acquisition
of a business.



STRATEGIC PLAN



In 2011, China's automotive industry continued
to grow, as a number of Chinese national policies accelerated structural changes to expand domestic demand and further promote
economic development. The international macroeconomic environment and international markets remain uncertain, and caused us to
adjust our 2012 business plan and strategy. In 2012, our plan includes these elements:



| | l | Enhance sales to OEM customers. We intend to enhance sales to OEM customers by improving customer
service and increasing sales of integrated systems and modular supplies.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | l | Focus on bus market. We aim to enhance our relationships with major bus clients in order to achieve
a higher profit margin. We have established a team devoted to the development of bus products, so that we can better respond to
the needs of our bus customers and to help achieve higher margins.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | l | Expand sales to the agricultural vehicle market and light-duty vehicle markets. The agricultural
vehicle market and light-duty vehicle markets are an area of focus in the Chinese government’s stimulus plan, and therefore
present us with a market opportunity.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | l | Expand sales into the railway transportation market to further extend the product line. We expect
to continue to enhance our ability of development and supply high value-added products to our railway market customers.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | l | Develop new products. We plan to enhance the development of several new products including automotive
electronics and energy-saving products. We are working to upgrade traditional air brake drive products to electronically controlled
products to achieve a higher profit margin. We are working to develop energy-saving products which will do less harm to the environment,
both in the manufacturing process and in use.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3









| | l | Improve manufacturing technology and further computerize our manufacturing. We will continue to
seek to improve our manufacturing process to enhance product quality. We anticipate that improvement of manufacturing technology
will further automate our manufacturing process, thereby reducing human error, increasing manufacturing efficiency, lowering production
costs and further ensuring consistent quality of our products.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | l | Expand through strategic alliance and acquisitions. We are exploring opportunities to enter the
passenger vehicle market and to expand our international sales network through new joint ventures or acquisitions of other automotive
parts manufacturers in China, as well as auto parts distributors or repair factories with established sales networks outside of
China. We will seek acquisition targets that can easily be integrated into our product manufacturing and corporate management,
or companies that have strong joint-venture partners that would become major customers.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company’s Products



Through the Joint Venture, the Company manufactures
and distributes automotive brake systems and other key safety related auto parts in China and internationally. Our products are
principally used in different types of commercial vehicles, such as trucks and buses. Automotive brake systems and other key safety
related auto parts are critical components that ensure driving safety.



We produce an extensive range of products
covering 65 categories and over 2000 specifications in automotive brake systems and other key safety related auto parts, which
are widely used in different types of commercial vehicles. We seek to introduce new products, maintain high quality, and provide
excellent customer support. When working with a customer, our goal is to understand the design intent and brand image for each
product and leverage our extensive experience and innovative technology to deliver products. The Company supports its products
with a full-range of styling, design, testing and manufacturing capabilities, including just-in -time and in-sequence delivery.



ISO 9000 is a family of standards
related to quality management systems and designed to help

organizations ensure that they meet the needs of customers and
other stakeholders. The standards are published by ISO, the International Organization for Standardization, and available through
National standards bodies. ISO 9001 deals with the requirements that organizations wishing to meet the standard have to fulfill.



OHSAS 18001 is an Occupation Health and Safety
Assessment Series for health and safety management systems. It is intended to help organizations to control occupational health
and safety risks. It was developed in response to widespread demand for a recognized standard against which to be certified and
assessed.



The Company obtained ISO9001/QS9000/VDA6.1
System Certifications in 2001. We passed the ISO/TS 16949 System Certification test (an ISO technical specification aiming to develop
a quality management system that provides for continual improvement, emphasizing defect prevention and the reduction of variation
and waste in the supply chain) conducted by the TUV CERT Certification Body of TUV Industries Service GmbH in 2004, and its annual
review in 2009. The ISO/TS 16949 System, a higher standard replacing the ISO9001/QS9000/VDA6.1 System, was enacted by the International
Automotive Task Force and is recognized by major automobile manufacturers all over the world. The annual reviews for other certifications
which we passed in 2011 included ISO14001 on environmental management and OHSAS18001 for health and safety management, reflecting
the Company’s commitment to workplace safety, health and environmental protection.



CHINA AUTOMOBILE AND AUTO PARTS INDUSTRY



The automobile industry is one of China’s
key industries, contributing significantly to the growth of China’s economy. Based on statistics published by the China Association
of Automobile Manufactures, in 2011, China’s automobile output and sales volume both reached record high levels of 18.42
million and 18.51 million units, increased by 0.84% and 2.45%, compared with 2010 figures. The output and sales volume of commercial
vehicles increased 9.94% and 6.31% to 3.93 million units and 4.03 million units, respectively.



Based on statistics published by the China
Association of Automobile Manufactures, China is currently the largest automotive market in the world. Historically, the growth
of truck and bus markets in China is a little slower than the growth of the overall automotive industry, but higher than the national
GDP growth. According to China’s State Information Center, the commercial vehicle market in China has the potential to grow
at a long term rate of 9% through 2020. If achieved, this growth will also spur growth in the auto parts industry.





4









The Chinese auto parts industry is highly
fragmented. Management believes that the future trends of China’s auto parts industry will be:



| |  | To keep pace with the rapid development of new automobile technologies.
| | - | -----------------------------------------------------------------------



| |  | To meet the requirements of increasingly demanding OEM customers, such as zero defects, and cost reduction.
| | - | -----------------------------------------------------------------------------------------------------------



| |  | To partner with OEM customers in the entire process from product design, development and production to costing, quality control and final delivery.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  | To implement industry restructuring through integration to form several large sized auto parts manufacturing groups better able to compete with leading international manufacturers.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



MARKET AND CUSTOMERS



Management believes that we are the leading
commercial vehicle air brake systems manufacturer in China. In general, our customers are divided into three groups: OEMs in China,
aftermarket distributors in China, and international customers, accounting for approximately 53.1%, 20.6% and 26.3%, respectively,
of the Company’s annual sales for 2011.



OEM Market - We have established
long-term business relationships with most of the major vehicle manufacturers in China. We sell our products to 69 vehicle manufacturers,
including all of the key truck manufacturers in China. In addition to heavy-duty trucks, our products are also widely used in brake
systems for buses. Typically, bus manufacturers purchase a chassis from truck chassis manufacturers which already have incorporated
our brake systems.



The table below presents comparative information
for 2011 and 2010 on the Company’s top five OEM customers.



|Ranking |  | Customer                                        |  | % of
        2011
        Sales |  | Customer                                                           |  | % of
        2010
        Sales
|------- |  | ----------------------------------------------- |  | ------------------------------- |  | ------------------------------------------------------------------ |  | -------------------------------
|        |  |                                                 |  |                                 |  |                                                                    |  |                                
|1       |  | FAW Qingdao Automobile Works                    |  | 7.0%                            |  | FAW Qingdao Automobile Works                                       |  | 9.0%                           
|2       |  | Dongfeng Axle Co., Ltd.                         |  | 4.9%                            |  | Dongfeng Axle Co., Ltd. ShiYan Automobile Works                    |  | 5.0%                           
|3       |  | Dongfeng Axle Co., Ltd. ShiYan Automobile Works |  | 4.3%                            |  | Beiqi Foton Motor Co., Ltd. Beijing Auman Heavy-Duty Vehicle Works |  | 4.9%                           
|4       |  | FAW Jiefang Automotive Co., Ltd.                |  | 4.1%                            |  | FAW Jiefang Automotive Co., Ltd.                                   |  | 4.6%                           
|5       |  | Qingdao Qingte Zhongli Axle Co., Ltd.           |  | 2.7%                            |  | Dongfeng Axle Co., Ltd.                                            |  | 4.3%                           





We continue to expand our business with industry
leaders such as Beiqi Foton Motor Co.,Ltd., Dongfeng Motor Co.,Ltd, and FAW Group, which were the three largest commercial vehicle
manufacturers in China during 2010. The Company became a “core supplier” to FAW Group, and a strategic partner with
both Beiqi Foton motor Co., Ltd., and Dongfeng Motor Co., Ltd. (strategic partnership, in this sense, means a co-development contract
and priority supply agreement). We achieved a new business breakthrough to top 10-ranked vehicle manufacturers such as Sinnotruck
and Shaanxi automobile Group Co.,Ltd, as we expanded from supplying only automotive electric components to delivering entire air-brake
systems.Futhermore, Baotou Bei Ben Heavy-Duty Truck and Valin, two fast-growing companies in the heavy truck market, continued
to be major customers.



5









Aftermarket - The Company’s
Chinese sales network consists of 26 authorized distributors covering the following 7 regions throughout China: Northeast Region,
North Region, Northwest Region, Southwest Region, Central Region, East Region and South Region.



The 26 authorized distributors sell only
“SORL” products and in turn channel the products through over 2,000 sub-distributors.



International Market –

With the recovery of global economy and customers' confidence
in the growth of economy in 2011, our export sales increased compared to 2010. We regard increasing our export sales as an important
way to upgrade brand and expand market share. We address expansion in the export market through the following measures:



| | l | Focus on both overseas aftermarket and OEM customers at the same time. The Company is selling its products into 104 countries
and regions, and has begun to supply products to OEMs in India.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | l | The Company also actively participates in international trade shows including more than ten international exhibitions such
as Automechanika in Frankfort Equip Auto in Pairs, Automotive Aftermarket Products Expo in Las Vegas, Automechanika Middle East
in Dubai and China Import and Export Fair in Guangzhou, to acquire new customers and new orders.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | l | The Company established a new joint venture in Hong Kong in 2009, focus on expanding SORL’s international sales network
in the Asia-Pacific region and creating a larger footprint in Europe, the Middle East and Africa with a target to create a truly
global distribution network. The Company presently has three international sales centers. These are located in UAE, USA and India.
They carry out localization strategies to meet the different market demands and to strengthen service support.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In 2011, export sales accounted for 26.3%
of total revenue. Products are exported to more than 104 countries and regions in the world. Total export sales in 2011 increased
by 17.7% compared with 2010.



|Ranking |  | Country              |  | Customer Name                  |  | % of 2011 Sales |  | Country              |  | Customer Name                  |  | % of 2010 Sales
|------- |  | -------------------- |  | ------------------------------ |  | --------------- |  | -------------------- |  | ------------------------------ |  | ---------------
|        |  |                      |  |                                |  |                 |  |                      |  |                                |  |                
|1       |  | United Arab Emirates |  | GOLDEN DRAGAN AUTO SPARE PARTS |  | 2.2%            |  | United Arab Emirates |  | GOLDEN DRAGAN AUTO SPARE PARTS |  | 2.5%           
|2       |  | USA                  |  | SAP                            |  | 1.9%            |  | USA                  |  | SAP                            |  | 1.5%           
|3       |  | USA                  |  | RUILI HYDRAULIC SYSTEMS        |  | 1.5%            |  | Brazil               |  | LNG                            |  | 1.2%           
|4       |  | Brazil               |  | LNG                            |  | 0.8%            |  | India                |  | TATA                           |  | 1.0%           
|5       |  | South Africa         |  | TPE                            |  | 0.8%            |  | South Africa         |  | MICO                           |  | 0.8%           
|6       |  | South Africa         |  | MICO                           |  | 0.7%            |  | USA                  |  | RUILI HYDRAULIC                |  | 0.5%           
|7       |  | USA                  |  | CARDONE                        |  | 0.7%            |  | Poland               |  | MARTEX                         |  | 0.5%           



COMPETITION



We conduct our business in a complex and
highly competitive industry. The global automotive parts industry principally involves the supply of systems, modules and components
to vehicle manufacturers for the manufacture of new vehicles. Additionally, suppliers provide components to other suppliers for
use in their product offerings and to the aftermarket for use as replacement or enhancement parts for older vehicles. In the current
global automotive industry, vehicle manufacturers generally only engage in assembling but not manufacturing non-key automotive
parts. Rather, they source these components through a global network of suppliers. As a result, only those automotive parts manufacturers
with large-scale production, advanced technology and the ability to produce system modules, can supply their products to vehicle
manufacturers directly. The automotive parts industry in China is fragmented and there are many small manufacturers which mainly
target the aftermarket. However, there are not many companies that have established both nationwide aftermarket sales networks
and close relationships with leading OEM manufacturers. As the largest commercial vehicle air brake system manufacturer in China,
we have established long-term business relationships with most of the major automotive manufacturers in China, such as FAW Group
(a.k.a. First Auto Group), Dongfeng Motors Group, Beiqi Foton Motor Co., Ltd., Baotou North-Benz Heavy Duty Truck Co., Ltd. and
Anhui Jianghuai Automobile Co., Ltd. Management believes that the key success factors in the commercial vehicle air brake systems
are product quality, price competitiveness, technical expertise and development capability, new product innovation, and reliability
and timeliness of delivery, which may be enhanced by recruiting highly qualified managers and other employees, developing improved
product design capability and facilities, and maintaining better customer service.





6









Domestic Competition - Our most significant
competitors in China are: VIE, Weiming and CAFF, each as described below.



| |  | China VIE Group, or VIE: Its principal products are main valves and unloader/governors, with a majority supplied to OEM’s, such as Anhui Jianghuai Automobile Co., Ltd., and the remaining portion allocated for the aftermarket and export.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | China Shandong Weiming Automotive Products Co. Ltd. , or Weiming: This is a joint venture with WABCO of Germany, and mainly produces air dryers, and ABS, primarily supplying to truck and bus OEM’s such as China Heavy Duty Truck Group Corp., Ltd., and some major bus manufacturers in China.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Chongqing CAFF Automobile Braking and Steering Systems Co., Ltd. , or CAFE: Its main products are air dryers and main valves. Its principal customer is Chongqing Heavy Vehicle Group Co., Ltd.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We believe the Company has the following competitive advantages:



| |  | Brand Name: As China’s largest commercial vehicle air brake systems manufacturer by sales, the “SORL” brand is widely known in the country. SORL has won awards from the China Chamber of Commerce for Import & Export of Machinery & Electronic products as a “China Top Brand” and the “Export Brand of the Year 2006”.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Technology: We view technological innovation and leadership as the critical means to enhance our core competence. Our technology center includes a laboratory specializing in the research of automotive brake controlling technologies and development of air brake system products. We upgraded our test equipment in 2011, which improved system test capability.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Product Development: Because management believes that our products ultimately define our success, we continue to increase our budget for research and development activities. Through our international sales offices in the US, Australia, the Middle East and India, we are able to promptly collect information about current trends in automotive technologies, which in turn is applied to our new product development and used to enhance our ability to provide domestic OEMs with advanced products. In addition, IT application and strict implementation of ISO/TS16949 standards in the development process greatly shorten the development lead time and improve new product quality. The Company has created independent intellectual property rights for its air brake spring chambers. The spring chamber’s structure, performance, and quality have made it one of the Company’s key products and it enjoys a great deal of success among domestic auto manufacturers.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | China Sales Networks: We have 26 authorized distributors covering seven regions in China. We help train their sales force and improve their service quality. These authorized distributors in turn channel “SORL” products through over 2,000 sub-distributors throughout China.                                                                                                                                                                                                                                                                                    
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | Production Management: During 2010, we implemented an Enterprise Resource Planning system, which is an integrated computer-based system used to consolidate all business operations into a uniform and enterprise wide system environment. We follow Six Sigma management practices, which is a customer centered, systematic, data driven way of doing work more efficiently. Also we have improved our manufacturing process to better assure the stability and consistency of product quality and improved material utilization and decreased manufacturing cost.





7









International Competition - In the
international market, our largest competitors are Wabco Holdings Inc. and Knorr-Bremse Group. While management believes our current
advantage over Wabco Holdings Inc. and Knorr-Bremse Group is lower pricing, management also believes that the Company’s product
quality and brand awareness are improving. Our competitive advantages over other competitors in the global market are:



| |  | Performance-Cost Ratio: Our products enjoy lower production costs leveraging the low labor costs in China. Through the Company’s improved product line as a result of technology and manufacturing improvements, our products’ performance-cost advantage is increasing.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Quick Adaptation to Local Market: Through our international sales channels in the US, Australia, the Middle East and India, we have been able to respond to local market needs.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Diversified Auto Products: In addition to our air brake valve products, to fully support existing export customers, we also distribute a wide range of non-valve products which are sourced from the Ruili Group. This reduces customers’ transaction costs.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



SALES AND MARKETING



We strengthened our sales and marketing
efforts in 2011. The sales headcount for domestic (PRC) sales and international sales was 52 and 50, respectively. Products are
sold under the “SORL” trademark, which we license on a royalty free basis from the Ruili Group. The license expires
in 2012. The company expects to renew the license from Ruili Group on a royalty free basis in 2012.



In China, the commercial vehicle brake systems
market can be divided into two segments the OEM market and the aftermarket.



OEM Market –In 2011, we strengthened
our long-term relationships with major domestic OEM customers, and expanded into the municipal bus market and agricultural vehicle
market. Currently, we have 69 OEM customers. Normally, these customers sign one-year sales contracts, which are revised as needed.



Domestic Aftermarket - We place
great emphasis on the Chinese automotive aftermarket business and sell products in the aftermarket for replacement purposes. With
the rapid growth of commercial vehicles output in recent years and the increasing number of vehicles on the road, there has been
an increasing demand for replacement parts in the aftermarket. We have an aftermarket sales network including 26 authorized distributors
covering seven regions nationwide in China. These distributors sell only products under the “SORL” trademark to over
2,000 Chinese distributors or sub-distributors. We provide product technical services to these distributors, and also conduct periodic
performance evaluations, and reserve the right to terminate the distributorship of those with frequent delinquencies or poor sales
records.



International Markets -With the
recovery of global economy and customers' confidence in the growth of economy in 2011, our export sales increased. We regard increasing
our export sales as an important way to upgrade brand and expand market share.



DISTRIBUTION



We ship finished products directly to OEM
customers. Our products are distributed to aftermarket customers in China through a network of 26 authorized distributors, who
also function as the distribution centers for their respective regions. Shipments are delivered directly to international customers.



INTELLECTUAL PROPERTY AND INNOVATION CAPACITY



As of December 31, 2011, we had 195 technical
staff members, consisting of 75 holding Engineer or Senior Engineer qualifications. Our technical staff included seven information
technology specialists, 118 for new product development and design techniques, 13 for measurement and testing, 11 for Management
Information System, and the other 46 persons were quality management engineers.





8









In addition to our own technical force,
we had cooperation arrangements with leading universities in the automotive engineering field, including:



| |  | In 2010, SORL created two new post-doctoral research programs.
        The first is by the establishment of the Automobile Institute of Jilin University to research electric vehicle braking energy recovery
        controlling systems. The second program is a partnership with the Beijing University of Technology to research die-casting aluminum
        oxide film for application onto auto parts.
        
        Tongji University at Shanghai and Harbin Institute of Technology:
        We have a contract for co-development of electronically controlled braking systems and automotive master cable technology with
        these universities; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Tsinghua University E-Tech Technology Co., Ltd. and Zhejiang University: We had a contract for Management Information System projects, including the development of application software for product design innovation and production management.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Pursuant to the arrangements with these
universities, we have priority rights to acquire the intellectual property that is developed. The financial arrangements as to
amount and terms of payment vary depending on the type of project. Normally, we make an initial payment in the form of a research
grant and then negotiate a payment upon development of the technology.



We also consulted with the technical staff
of the Ruili Group from time to time on a no-cost basis. We collaborate with other industry research groups, such as the research
centers of FAW Group and Dongfeng Group.



Capitalizing on these resources, we have
successfully developed innovative products and technologies, such as a new type of clutch servo with sensor; a combined air dryer
with a built in temperature-control device and unloader; and an inner-breath spring chamber that enables internal air circulation.



We own a full range of processing equipment
required for development of new auto part products, including machines for molding, die casting, cutting, pressing and surface
treatment. Furthermore, we are capable of designing and making over 90% of the technical devices, such as tools, jigs and molds,
that are required for producing prototypes. In addition, the partnership with Tsinghua University and Zhejiang University in developing
software for application in new product design system has resulted in substantial time savings in the new product development cycle.



Patented Technologies



We continued to invest in research and development
(“R&D”) efforts and to pursue patent protection. Currently we own 107 patents and have filed applications for 60
other patents and two applications for Patent Cooperation Treaty (“PCT”) protection which is an international agreement
for filing patent applications effective in up to 117 countries.



Trademarks



Our principal trademark is “SORL”
which we licensed on a non-exclusive royalty free basis from the Ruili Group. The license currently expires in 2012 and we have
an agreement with the Ruili Group that the license will be extended if the trademark registration for the trade name is extended.
The company expects to renew the license from Ruili Group on a royalty free basis in 2012. The Ruili Group obtained a registration
for “SORL” from the World Intellectual Property Organization and registered the trademark in the United States in 2007.



PRODUCTION



We own the largest commercial vehicle air
brake systems manufacturing facility by sales in China. We are seeking to expand our production capacity. We have re-deployed and
streamlined our production / assembly lines, enabling us to rapidly expand our production capacity to meet increasing market demands
for our products. The production process includes fixture, jig and die making, aluminum alloy die casting, metal sheet stamping,
numerical control cutting, welding, numerical control processing, surface treatment, filming, rubber/plastic processing, final
assembly and packaging. We have state-of-the-art manufacturing and testing facilities sourced from the US, Korea, Taiwan and mainland
China, including computerized numerical control processing centers, computerized numerical control lathes, casting, stamping and
cutting machines, automatic spraying and electroplating lines, cleaning machines, automatic assembly lines and three-dimensional
coordinate measuring machines and projectors.





9









In September 2007, the Joint Venture purchased
land rights, a manufacturing plant and office building with a total floor area of 712,333 square feet, from the Ruili Group. The
Joint Venture previously leased part of the facility from the Ruili Group and occupied approximately 50% of the facility. As a
result of this transaction, our production space is expected to meet our growth demand for the near future.



ENVIRONMENT



In 2006, we were granted
ISO14001 certification on environmental management (ISO 14000 is a family of standards related to environmental management that
exists to help organizations minimize the negative impact of their operations on the environment and comply with applicable environmental
laws, regulations, and rules) and OHSAS18001 certification on health and safety management, which reflects the Company’s
commitment to workplace safety, health and environmental protection. We conduct staff training to enhance awareness of environmental
protection. We seek in all phases of our operations to employ practices for environment friendly production, reducing or preventing
pollution, and reduction of energy consumption and manufacturing costs. For example, noise intensity is listed as one of the criteria
in the selection of new equipment; waste water is stored, purified and recycled in the production process; and compressing machines
are used in the disposal of aluminum and steel scraps, saving both storage space and power consumption.



RAW MATERIALS



Raw materials used by the Company in the
manufacture of our products primarily include steel, aluminum, other metals, rubber and various manufactured components.



All of the materials used generally are
readily available from numerous sources. We have not, in recent years, experienced any significant shortages of manufactured components
or raw materials and normally do not carry inventories of these items in excess of what is reasonably required to meet our production
and shipping schedules. Critical raw materials are generally sourced from at least two or more vendors to assure adequate supply
and price competition. We maintain relationships with over twenty material suppliers. In 2011, the three largest suppliers were
Shanghai Jinshi Materials Co., Ltd., Shanghai JiYong Shiye Co., Ltd. and Hangzhou Steel Corporation, which together accounted for
17.2% of the aggregate of raw materials we purchased. Among these companies, only Shanghai Jinshi Materials Co., Ltd., which accounted
for 8.7%, was the source of more than 5% of total raw material purchases.



When planning a purchase order, with such
other terms as quality, delivery and credit terms being substantially the same, we compare prices quoted by different suppliers
in an attempt to receive the lowest price. In order to secure a favorable purchase price and subsequently a predictable cost of
sales, we generally make a down payment to suppliers.



Normally, the annual purchase plan for raw
materials, such as aluminum ingot and steel sheet, is determined at the beginning of the calendar year according to our OEM customer’s
orders and our own forecast for the aftermarket and international sales. Our purchase plans with key suppliers can be revised quarterly.
Our actual requirements are based on monthly production plans. Management believes that this arrangement prevents us from having
excess inventory when our orders from customers change.



For raw materials other than steel and aluminum,
we normally maintain from five to seven days of inventory at our warehouse.



DOING BUSINESS IN CHINA



CHINA’S ECONOMY





10









Management believes that the most important
factor to understand the Chinese automobile industry is the country’s rapid economic growth. According to China’s Statistics
Bureau, China’s GDP growth rate for 2009, 2010 and 2011 was 8.7%, 10.3% and 9.2% respectively.



The government of China
has stated its intention to pursue continued economic growth and development.



THE CHINESE LEGAL SYSTEM



The practical effect of the People’s
Republic of China legal system on our business operations in China can be viewed from two separate but intertwined considerations.
First, as a matter of substantive law, the Foreign Invested Enterprise laws provide significant protection from government interference.
In addition, these laws guarantee the full enjoyment of the benefits of corporate Articles and contracts to Foreign Invested Enterprise
participants. These laws, however, do impose standards concerning corporate formation and governance, which are not qualitatively
different from the general corporation laws of the several states of the United States. Similarly, the accounting laws in the People’s
Republic of China mandate accounting practices, which are not consistent with US Generally Accepted Accounting Principles (GAAP).
The China accounting laws require that an annual “statutory audit” be performed in accordance with People’s Republic
of China accounting standards and that the books of account of Foreign Invested Enterprises are maintained in accordance with Chinese
accounting laws.



Second, while the enforcement of substantive
rights may appear less clear than United States procedures, the Foreign Invested Enterprises and Wholly Foreign-Owned Enterprises
are Chinese registered companies that enjoy the same status as other Chinese registered companies in business-to-business dispute
resolution. Because the terms of the respective Articles of Association provide that all business disputes pertaining to Foreign
Invested Enterprises are to be resolved by the Arbitration Institute of the Stockholm Chamber of Commerce in Stockholm, Sweden
applying Chinese substantive law, the Chinese minority partner in the Joint Venture will not assume a privileged position regarding
such disputes. Any award rendered by this arbitration tribunal is, by the express terms of the respective Articles of Association,
enforceable in accordance with the “United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards
(1958).” Therefore, as a practical matter, although no assurances can be given, the Chinese legal infrastructure, while different
in operation from its United States counterpart, should not present any significant impediment to the operation of Foreign Invested
Enterprises.



ECONOMIC REFORM ISSUES



Although the Chinese government owns the
majority of productive assets in China, in the past several years the government has implemented economic reform measures that
emphasize decentralization and encourage private economic activity. Because these economic reform measures may be inconsistent
or ineffectual, there are no assurances that:



| |  | We will be able to capitalize on economic reforms;
| | - | --------------------------------------------------



| |  | The Chinese government will continue its pursuit of economic reform policies;
| | - | -----------------------------------------------------------------------------



| |  | The economic policies, even if pursued, will be successful;
| | - | -----------------------------------------------------------



| |  | Economic policies will not be significantly altered from time to time; and
| | - | --------------------------------------------------------------------------



| |  | Business operations in China will not become subject to the risk of nationalization.
| | - | ------------------------------------------------------------------------------------



Since 1979, the Chinese government reformed
its economic systems. Because many reforms are unprecedented or experimental, they are expected to be refined and improved. Other
political, economic and social factors, such as political changes, changes in the rates of economic growth, unemployment or inflation,
or in the disparities in per capita wealth between regions within China, could lead to further readjustment of the reform measures.
This refining and readjustment process may negatively affect our operations.



To date reforms to China’s economic
system have not adversely impacted our operations and are not expected to adversely impact operations in the foreseeable future;
however, there can be no assurance that the reforms to China’s economic system will continue or that we will not be adversely
affected by changes in China’s political, economic, and social conditions and by changes in policies of the Chinese government,
such as changes in laws and regulations, measures which may be introduced to control inflation, changes in the rate or method of
taxation, imposition of additional restrictions on currency conversion and remittance abroad, and reduction in tariff protection
and other import restrictions.



11









EMPLOYEES AND EMPLOYMENT AGREEMENTS



The Company currently employs 3,319 employees,
all of whom are employed full time: 80 for quality control, 195 technical staff, 110 sales and marketing staff, 2,867 production
workers and 67 administrative staff. There are employment agreements with all of the employees whereby administrative staff workers
agree to three years of employment and hourly workers agree to three years of Employment. Employment contracts with all employees
comply with relevant laws and regulations of China.



The Joint Venture is subject to the Sino-foreign
Equity Joint Venture Enterprise Labor Management Regulations. In compliance with those regulations, the Joint Venture’s management
may hire and discharge employees and make other determinations with respect to wages, welfare, insurance and discipline of employees.
The Joint Venture has, as required by law, established special funds for enterprise development, employee welfare and incentives,
as well as a general reserve. In addition, the Joint Venture is required to provide its employees with facilities sufficient to
enable the employees to carry out trade union activities.



DESCRIPTION OF THE JOINT VENTURE



General



The Joint Venture was established on January
17, 2004 pursuant to the terms of a Joint Venture Agreement with the Ruili Group. Below is a description of the material terms
of the Joint Venture.



Management of the Joint Venture



Pursuant to the terms of the Joint Venture
Agreement, the Board of Directors of the Joint Venture consists of three directors; we have the right to designate two members
of the board and the Ruili Group has the right to designate one member and we have the authority to appoint the Chairman of the
Board. The majority of the Board has decision-making authority with respect to operating matters. As a result, we maintain operating
control over the Joint Venture. However, at this time, our two senior executives, Messrs. Xiao Ping Zhang and Xiao Feng Zhang are
the founders of the Ruili Group, and therefore there is limited independence between the two entities. The term of the Joint Venture
will expire on March 4, 2019 although we anticipate that we will be able to extend such term. Extension of the agreement will be
subject to negotiation with the Ruili Group and approval of the Chinese government.



JV DISTRIBUTION OF PROFITS



After provision for social welfare funds
for employees and provision for taxation, the profits, if any, of the Joint Venture will be available for distribution to the parties
in proportion to their respective capital contributions. Any such distributions must be authorized by the Joint Venture’s
Board of Directors. To date, the Joint Venture has not distributed any profits and does not anticipate doing so for the near term.



JV ASSIGNMENT OF INTEREST



Any assignment of an interest in the Joint
Venture must be approved by the Chinese government. The Chinese joint venture laws also provide for preemptive rights and the consent
of the other joint venture party for any proposed assignments by one party to a third party.



JV LIQUIDATION



Under the Chinese joint venture laws, the
Joint Venture may be liquidated in certain limited circumstances, including expiration of the ten-year term or any term of extension,
the inability to continue operations due to severe losses, force majeure, or the failure of a party to honor its obligations under
the joint venture agreement or the Articles Of Association in such a manner as to impair the operations of the joint venture. The
Chinese joint venture laws provide that, upon liquidation, the net asset value (based on the prevailing market value of the assets)
of a joint venture shall be distributed to the parties in proportion to their respective registered capital in the joint venture.





12









JV RESOLUTION OF DISPUTES



In the event of a dispute between the parties,
attempts will be made to resolve the dispute through friendly consultation or mediation. In the absence of a friendly resolution,
the parties have agreed that the matter will first be referred to the China International Economic and Trade Arbitration Commission
in Beijing, whose decisions are final and enforceable in Chinese courts.



JV EXPROPRIATION



The Chinese joint venture laws provide that
China will not nationalize or requisition enterprises in which foreign funds have been invested. However, under special circumstances,
when public interest requires, enterprises with foreign capital may be legally requisitioned and appropriate compensation will
be made.



ITEM 1A. RISK FACTORS



Our business faces many risks. The risks
described below may not be the only risks we face. Additional risks that we do not yet know of, or that we currently think are
immaterial, may also impair our business operations or financial results. If any of the events or circumstances described in the
following risks actually occurs, our business, financial condition or results of operations could suffer and the trading price
of our common stock could decline.



If intensification of the current financial crisis and
slowdown of global economies continues, it may promote trade protectionism which would negatively affect our export sales.



As a result of global economic
conditions and little or no growth in many countries, there is a risk of increased international trade protectionism. Many countries
set trade barriers which could negatively affect our export sales, as well as create potential risks for litigation in the countries
to which our products are exported.



Our ability to effectively implement our business strategy
depends upon, among other factors, the successful recruitment and retention of additional highly skilled and experienced management
and other key personnel and we cannot assure that we will be able to hire or retain such employees.



We must attract recruit and retain a sizeable
workforce of technically competent employees. Our ability to effectively implement our business strategy will depend upon, among
other factors, the successful recruitment and retention of additional highly skilled and experienced management and other key personnel.
These individuals are difficult to find in China and as the economy in China expands, there is increasing competition for skilled
workers. We cannot assure that we will be able to find, hire or retain such employees, or even if we are able to so hire such employees,
that the cost of these employees will not adversely affect our net income.



Certain of our officers and directors have existing responsibilities
to other businesses in addition to our Company and as a result, conflicts of interest between us and the other activities of those
persons may occur from time to time.



Certain persons serving as our officers
and directors have existing responsibilities and, in the future, may have additional responsibilities, to provide management and
services to other entities in addition to us. In particular, Mr. Xiao Ping Zhang, our Chief Executive Officer is an officer and
a principal stockholder of the Ruili Group, which is engaged in the development, production and sale of various kinds of automotive
parts as well as operating a hotel property and investing in the development of real property in China. The management of our joint
venture is shared with the Ruili Group and therefore there may exist conflicts of interest between us and the Ruili Group in connection
with its operation. Our joint venture agreement provides that the Board of Directors of the Joint Venture is comprised of three
persons, two of whom are appointed by us. However, at the present time our Chief Executive Officer, Mr. Xiao Ping Zhang, is the
founder of and employed at the Ruili Group. There can be no assurance that in the event of a conflict between us and the Ruili
Group, our interests in the Joint Venture will not be adversely affected, or that our Company’s interests will always be
fairly represented. The Ruili Group also provides certain services to the Company in the form of bank guaranties and licensing
of certain technology. As a result, conflicts of interest between us and the other activities of those persons may occur from time
to time. Our officers and directors are accountable to us and our shareholders as fiduciaries, which requires that such officers
and directors exercise good faith and integrity in handling our affairs. However, the existing responsibilities limit the amount
of time such officers and directors can spend on our affairs.





13









We are and will continue to be under downward pricing
pressures on our products from our customers and competitors which may adversely affect our growth, profit margins and net income.



We face continuing downward pricing pressure
from our customers and competitors, especially in the sales of replacement parts. To retain our existing customers and gain new
ones, we must continue to keep our unit prices low. In view of our need to maintain low prices on our products, our growth, profit
margins and net income will suffer if we cannot effectively continue to control our manufacturing and other costs.



Our contracts with our customers are generally short-term
and do not require the purchase of a minimum amount, which may result in periods of time during which we have limited orders for
our products.



Our customers generally do not provide us
with firm, long-term volume purchase commitments. Although we enter into manufacturing contracts with certain of our customers
who have continuing demand for a certain product, these contracts state terms such as payment method, payment period, quality standards
and inspection and similar matters rather than provide firm, long-term commitments to purchase products from us. As a result of
the absence of long-term contracts, we could have periods during which we have no or only limited orders for our products, but
will continue to have to pay the costs to maintain our work force and our manufacturing facilities and to meet other fixed costs,
without the benefit of current revenues.



We consistently face short lead times for delivery of
products to customers. Failure to meet delivery deadlines in our production agreements could result in the loss of customers and
damage to our reputation and goodwill.



We enter into production agreements with
our customers prior to commencing production, which reduces our risk of cancellations. However, these production agreements typically
contain short lead times for delivery of products, leading to production schedules that can strain our resources and reduce our
profit margins on the products produced. Although we have increased our manufacturing capacity, we may lack sufficient capacity
at any given time to meet all of our customers’ demands if they exceed production capacity levels. We strive for rapid response
to customer demand, which can lead to reduced purchasing efficiency and increased material costs. If we are unable to sufficiently
meet our customers’ demands, we may lose our customers. Moreover, failure to meet customer demands may impair our reputation
and goodwill.



Because of the short lead times in our production agreements,
we may not be able to accurately or effectively plan our production or supply needs.



We make significant decisions, including
determining the levels of business that we will seek and accept, production schedules, component procurement commitments, facility
requirements, personnel needs, and other resource requirements, based on our production agreements with our customers. Short lead
times of our customers’ commitments to their own customers and the possibility of rapid changes in demand for their products
reduce our ability to estimate accurately the future requirements of those customers for our products. Because many of our costs
and operating expenses are fixed, a reduction in customer demand can harm our sales, margins and operating results. We may also
occasionally acquire raw materials without having customer orders based on a customer’s forecast or in anticipation of an
order and to secure more favorable pricing, delivery or credit terms in view of the short lead times we often have under our customers’
orders. These purchases can expose us to losses from inventory carrying costs or inventory obsolescence.



Our operations depend highly on Messrs. Xiao Ping Zhang,
our Chief Executive Officer, and Jin Rui Yu, our Chief Operating Officer, and a small number of other executives, and the loss
of any such executive could adversely affect our ability to conduct our business.



The success of our operations depends greatly
on a small number of key managers, particularly, Mr. Xiao Ping Zhang and Ms. Jin Rui Yu. The loss of the service of Mr. Zhang,
or any of the other senior executives could adversely affect our ability to conduct our business. Even if we are able to find other
managers to replace any of these managers, the search for such managers and the integration of such managers into our business
will inevitably occur only over an extended period of time. During that time the lack of senior leadership could affect adversely
our sales and manufacturing, as well as our research and development efforts.





14









We may not be able to respond effectively to rapid growth
in demand for our products and of our manufacturing operations which could adversely affect our customer relations and our growth
prospects.



If we continue to be successful in obtaining
rapid market penetration of our products, we will be required to deliver large volumes of quality products to customers on a timely
basis at a reasonable cost to those customers. Meeting such increased demands will require us to expand our manufacturing facilities,
to increase our ability to purchase raw materials, to increase the size of our work force, to expand our quality control capabilities
and to increase the scale upon which we produce products. Such demands would require more capital and working capital than we currently
have available.





We may not be able to finance the development of new products
which could negatively impact our competitiveness.



Our future operating results will depend
to a significant extent on our ability to continue to provide new products that compare favorably on the basis of cost and performance
with the products of our competitors. Some of our competitors have design and manufacturing capabilities and technologies that
compete well with our products, particularly in markets outside of China. We are currently conducting research and development
on a number of new products, activities requiring a substantial outlay of capital. To remain competitive, we must continue to incur
significant costs in product development, equipment, facilities and invest in research and development of new products. These costs
may increase, resulting in greater fixed costs and operating expenses. All of these factors create pressures on our working capital
and ability to fund our current and future manufacturing activities and the expansion of our business.



We receive a significant portion of our revenues from
a small number of customers which may make it difficult to negotiate attractive prices for our products and exposes us to risks
of substantial losses if we lose certain of these customers.



Although no customer individually accounted
for more than 10% of our revenues for the fiscal year ended December 31, 2011, our three largest customers accounted for approximately
16.1% and 18.9% of our revenues in each of 2011 and 2010. Dependence on a few customers could make it difficult to negotiate attractive
prices for our products and could expose us to the risk of substantial losses if a single major customer stops purchasing our products.



Our business depends on our ability to protect and enforce
our intellectual property effectively which may be difficult particularly in China.



The success of our business depends in substantial
measure on the legal protection of proprietary rights in technology we hold. Currently we own 107 patents and have filed applications
for 60 other patents and two applications for Patent Cooperation Treaty which is an international agreement for filing patent applications
having effect in up to 117 countries. We claim proprietary rights in various unpatented technologies, know-how, trade secrets and
trademarks relating to products and manufacturing processes. We protect our proprietary rights in our products and operations through
contractual obligations, including nondisclosure agreements. If these contractual measures fail to protect our proprietary rights,
any advantage those proprietary rights provide us would be negated. Monitoring infringement of intellectual property rights is
difficult, and we cannot be certain that the steps we have taken will prevent unauthorized use of our intellectual property and
know-how, particularly in China and other countries in which the laws may not protect our proprietary rights as fully as the laws
of the United States. Accordingly, other parties, including competitors, may improperly duplicate our products using our proprietary
technologies. Pursuing legal remedies against persons infringing our patents or otherwise improperly using our proprietary information
is a costly and time consuming process that would divert management’s attention and other resources from the conduct of our
other business, and could cause delays and other problems with the marketing and sales of our products, as well as delays in deliveries.



It may be difficult to find or integrate acquisitions
which could have an adverse effect on our expansion plans.



An important component of our growth strategy
is to invest in or acquire companies such as other automotive parts manufacturers and distribution companies. We may be unable
to identify suitable investment or acquisition candidates, or to make these investments or acquisitions on a commercially reasonable
basis, if at all. If we complete an investment or acquisition, we may not realize the anticipated benefits from the transaction.





15









Integrating an acquired company is complex,
distracting and time consuming, as well as a potentially expensive process. The successful integration of an acquisition would
require us to:



| |  | integrate and retain key management, sales, research and development, and other personnel;
| | - | ------------------------------------------------------------------------------------------



| |  | incorporate the acquired products or capabilities into our offerings both from an engineering and sales and marketing perspective;
| | - | ----------------------------------------------------------------------------------------------------------------------------------



| |  | coordinate research and development efforts;
| | - | --------------------------------------------



| |  | integrate and support pre-existing supplier, distribution and customer relationships; and
| | - | -----------------------------------------------------------------------------------------



| |  | consolidate duplicate facilities and functions and combine back office accounting, order processing and support functions.
| | - | --------------------------------------------------------------------------------------------------------------------------



The geographic distance between the companies,
the complexity of the technologies and operations being integrated and the disparate corporate cultures being combined may increase
the difficulties of combining an acquired company. Acquired businesses are likely to have different standards, controls, contracts,
procedures and policies, making it more difficult to implement and harmonize company-wide financial, accounting, billing, information
and other systems. Management’s focus on integrating operations may distract attention from our day-to-day business and may
disrupt key research and development, marketing or sales efforts.



With the automobile parts markets being highly competitive
and many of our competitors having greater resources than we do, we may not be able to compete successfully.



The automobile parts industry is a highly
competitive business. Criteria for our customers and potential customers include:



| |  | Quality;
| | - | --------



| |  | Price/cost competitiveness;
| | - | ---------------------------



| |  | Product performance;
| | - | --------------------



| |  | Reliability and timeliness of delivery;
| | - | ---------------------------------------



| |  | New product and technology development capability;
| | - | --------------------------------------------------



| |  | Degree of global and local presence;
| | - | ------------------------------------



| |  | Effectiveness of customer service; and
| | - | --------------------------------------



| |  | Overall management capability.
| | - | ------------------------------



Depending on the particular product market
(OEM or aftermarket) and geographic market, the number of our competitors varies significantly. Many of our competitors have substantially
greater revenues and financial resources than we do, as well as stronger brand names, consumer recognition, business relationships
with vehicle manufacturers, and geographic presence than we have, especially where we intend to enter a new geographic market.
We may not be able to compete favorably and increased competition may substantially harm our competitive position.



Internationally, we face different market
dynamics and competition. We may not be as successful as our competitors in generating revenues in international markets due to
the lack of recognition of our brands, products or other factors. Developing product recognition overseas is expensive and time-consuming
and our international expansion efforts may be more costly and less profitable than we expect. If we are not able to execute our
business expansion in our target markets, our sales could decline, our margins could be negatively impacted and we could lose market
share.





16









A disruption at our sole manufacturing site would significantly
interrupt our production capabilities, which could have drastic consequences to us, including threatening our financial viability.



We currently manufacture all of our products
at our sole commercial manufacturing facility, which is located near Ruian City, Wenzhou, Zhejiang Province, People’s Republic
of China. Accordingly, we face risks inherent in operating a single manufacturing facility, since any disruption, such as a fire,
or natural disaster, could significantly interrupt our manufacturing capability. We currently do not have alternative production
plans in place or disaster-recovery facilities available. In case of a disruption, we will have to establish alternative manufacturing
sources. This would require substantial capital on our part, which we may not be able to obtain on commercially acceptable terms
or at all. Additionally, we would likely experience months or years of production delays as we build or locate replacement facilities
and seek and obtain necessary regulatory approvals. If this occurs, we will be unable to satisfy customer orders on a timely basis,
if at all. Also, operating any new facilities may be more expensive than operating our current facility. For these reasons, a significant
disruptive event at our manufacturing facility could have drastic consequences on us, including threatening our financial viability.



The cyclical nature of commercial vehicle production and
sales could result in a reduction in automotive sales, which could adversely affect our financial liquidity.



Our sales to OEMs depend on automotive commercial
vehicle production and sales by our customers, which are highly cyclical and affected by general economic conditions and other
factors, including consumer spending and preferences. They also can be affected by government policies, labor relations issues,
regulatory requirements, and other factors. In addition, in the last two years, the price of commercial vehicles in China has generally
declined. As a result, the volume of commercial vehicle production in China has fluctuated from year to year, which has caused
fluctuations in the demand for our products.



Increasing costs for manufactured components and raw materials
may adversely affect our profitability.



We use a broad range of manufactured components
and raw materials in our products, including castings, electronic components, finished sub-components, molded plastic parts, fabricated
metal, aluminum and steel, and resins. Because it may be difficult to pass increased prices for these items on to our customers,
a significant increase in the prices of our components and materials could materially increase our operating costs and adversely
affect our profit margins and profitability.



Longer product life of parts may reduce aftermarket demand
for some of our products.



In 2011, approximately 46.9% of our sales
were to the aftermarket. The average useful life of original equipment parts has been steadily increasing in recent years due to
improved quality and innovations in products and technologies. The longer product lives allow vehicle owners to replace parts of
their vehicles less often. Additional increases in the average useful life of automotive parts are likely to adversely affect the
demand for our aftermarket products.



We may be subject to product liability and warranty and
recall claims, which may increase the costs of doing business and adversely affect our financial condition and liquidity.



We face an inherent business risk of exposure
to product liability and warranty claims if our products actually or allegedly fail to perform as expected or the use of our products
results, or is alleged to result, in bodily injury and/or property damage. We have not obtained product liability insurance and
therefore may be exposed to potential liability without any insurance. We cannot ensure you that we will not incur significant
costs to defend these claims or that we will not experience any product liability losses in the future. In addition, if any of
our designed products are or are alleged to be defective, we may be required to participate in a recall of such products. We cannot
assure you that the future costs associated with providing product warranties and/or bearing the cost of repair or replacement
of our products will not have an adverse effect on our financial condition and liquidity.



We are subject to environmental and safety regulations,
which may increase our compliance costs.



We are subject to the requirements of environmental
and occupational safety and health laws and regulations in China and other countries where we sell our products. To the extent
that we expect to expand our operations into other geographic areas, we will become subject to such laws and regulations of those
countries as well. We cannot provide assurance that we have been or will be at all times in full compliance with all of these requirements,
or that we will not incur material costs or liabilities in connection with these requirements. The capital requirements and other
expenditures that may be necessary to comply with environmental requirements could increase and become a material expense of doing
business.





17









Non-performance by our suppliers may adversely affect
our operations by delaying delivery or causing delivery failures, which may negatively affect demand, sales and profitability.



We purchase various types of equipment,
raw materials and manufactured component parts from our suppliers. We would be materially and adversely affected by the failure
of our suppliers to perform as expected. We could experience delivery delays or failures caused by production issues or delivery
of non-conforming products if our suppliers failed to perform, and we also face these risks in the event any of our suppliers becomes
insolvent or bankrupt.



Our commercial viability depends significantly on our
ability to operate without infringing the patents and other proprietary rights of third parties.



In the event that our technologies infringe
or violate the patent or other proprietary rights of third parties, we may be prevented from pursuing product development, manufacturing
or commercialization of our products that utilize such technologies. There may be patents held by others of which we are unaware
that contain claims that our products or operations infringe. In addition, given the complexities and uncertainties of patent laws,
there may be patents of which we know that we may ultimately be held to infringe, particularly if the claims of the patent are
determined to be broader than we believe them to be. As a result, avoiding patent infringement may be difficult.



If a third party claims that we infringe its patents,
any of the following may occur:



| |  | we may become liable for substantial damages for past infringement if a court decides that our technologies infringe upon a competitor’s patent;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  | a court may prohibit us from selling or licensing our product without a license from the patent holder, which may not be available on commercially acceptable terms or at all, or which may require us to pay substantial royalties or grant cross-licenses to our patents; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | we may have to redesign our product so that it does not infringe upon others’ patent rights, which may not be possible or could require substantial funds or time.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



In addition, employees, consultants, contractors
and others may use the trade secret information of others in their work for us or disclose our trade secret information to others.
Either of these events could lead to disputes over the ownership of inventions derived from that information or expose us to potential
damages or other penalties. If any of these events occurs, our business will suffer and the market price of our common stock will
likely decline.



Our international expansion plans subject us to risks
inherent in doing business internationally.



Our long-term business strategy relies on
the expansion of our international sales outside China by targeting markets, such as Europe and the United States. Risks affecting
our international expansion include challenges caused by distance, language and cultural differences, conflicting and changing
laws and regulations, international import and export legislation, trading and investment policies, foreign currency fluctuations,
the burdens of complying with a wide variety of laws and regulations, protectionist laws and business practices that favor local
businesses in some countries, foreign tax consequences, higher costs associated with doing business internationally, restrictions
on the export or import of technology, difficulties in staffing and managing international operations, trade and tariff restrictions,
and variations in tariffs, quotas, taxes and other market barriers. These risks could harm our international expansion efforts,
which could in turn materially and adversely affect our business, operating results and financial condition.



If we cannot continue to satisfy the Nasdaq Global Market’s
listing maintenance requirements and other Nasdaq rules, our common stock could be delisted, which could negatively affect the
price of our ordinary shares and your ability to sell them.





18









In order to maintain our listing on the
Nasdaq Global Market, we will be required to comply with Nasdaq rules which include rules regarding minimum shareholders’
equity, minimum share price, and certain corporate governance requirements. We may not be able to continue to satisfy the listing
maintenance requirements of the Nasdaq Global Market and other applicable Nasdaq rules. If we are unable to satisfy the Nasdaq
criteria for maintaining listing, our common stock could be subject to delisting. If our common stock is delisted, trading, if
any, of our common stock would thereafter be conducted in the over-the-counter (OTC) market, in the so-called “OTC Pink”
or on the Financial Industry Regulatory Authority (FINRA)’s Over-the-Counter Bulletin Board (OTCBB). As a consequence of
any such delisting, our share price could be negatively affected and our stockholders would likely find it more difficult to dispose
of, or to obtain accurate quotations as to the prices of, our common stock.



We do not intend to pay dividends on shares of our common
stock in the foreseeable future.



We have never paid cash dividends on our
common stock. Our current Board of Directors does not anticipate that we will pay cash dividends in the foreseeable future. Instead,
we intend to retain future earnings for reinvestment in our business and/or to fund future acquisitions. Determination of net income
under PRC accounting standards and regulations may differ from determination under U.S. GAAP in significant aspects, such as the
use of different principles for recognition of revenues and expenses. Under PRC law, our PRC joint venture is required to set aside
a portion of its net income each year to fund designated statutory reserve funds.



Risks Related to Doing Business in China



We operate from facilities that are located
in China. Our principal operating subsidiary, Ruili Group Ruian Auto Parts Co., Ltd., is a Sino-foreign joint venture organized
under the laws of the PRC.



Changes in China’s political and economic policies
and conditions could cause a substantial decline in the demand for our products and services.



Historically, we have derived a substantial
portion of our revenues from China. We anticipate that China will continue to be our primary production location and an important
sales base in the near future and currently almost all of our assets are located in China. While the PRC government has pursued
economic reforms to transform its economy from a planned economy to a market-oriented economy since 1979, a large part of the PRC
economy is still being operated under varying degrees of control by the PRC government. By imposing industrial policies and other
economic measures, such as restrictions on lending to certain sectors of the economy, control of foreign exchange, taxation and
restrictions on foreign participation in the domestic market of various industries, the PRC government exerts considerable direct
and indirect influence on the development of the PRC economy. Many of the economic reforms carried out by the PRC government are
unprecedented or experimental and are expected to be refined and improved. Other political, economic and social factors may also
lead to further adjustments of the PRC reform measures. This refining and adjustment process may not necessarily have a positive
effect on our operations and our future business development. For example, the PRC government has in the past implemented a number
of measures intended to slow down certain segments of the PRC economy that the government believed to be overheating, including
placing additional limitation on the ability of commercial banks to make loans by raising bank reserve-against-deposit rates. Historically,
this restrictive policy on loans had the effect of decreasing infrastructure projects resulting in a decrease in demand for heavy
trucks, thus adversely impacting our product sales to our OEM customers. Because of the negative impact of the Chinese government
policies on the truck manufacturers, we also were required to extend our normal credit terms to certain of these manufacturers.
Our operating results may be materially and adversely affected by changes in the PRC economic and social conditions and by changes
in the policies of the PRC government, such as measures to control inflation, changes in the rates or method of taxation and the
imposition of additional restrictions on currency conversion.



Changes in foreign exchange regulation in China may affect
our ability to pay dividends in foreign currencies.



Currently, the official currency of the
PRC, Renminbi (RMB), is not a freely convertible currency and the restrictions on currency exchanges in China may limit our ability
to use revenues generated in RMB to fund our business activities outside China or to make dividends or other payments in U.S. dollars.
The PRC government strictly regulates conversion of RMB into foreign currencies. Over the years, the PRC government has significantly
reduced its control over routine foreign exchange transactions under current accounts, including trade-and service-related foreign
exchange transactions, foreign debt service and payment of dividends. In accordance with the existing foreign exchange regulations
in China, our PRC joint venture may pay dividends in foreign currencies, without prior approval from the PRC State Administration
of Foreign Exchange, or SAFE, by complying with certain procedural requirements. The PRC government may, however, at its discretion,
restrict access in the future to foreign currencies for current account transactions and prohibit us from converting our RMB-denominated
earnings into foreign currencies. If this occurs, our PRC joint venture may not be able to pay us dividends in foreign currency
without prior approval from SAFE. In addition, conversion of RMB for most capital account items, including direct investments,
is still subject to government approval in China and companies are required to open and maintain separate foreign exchange accounts
for capital account items.





19









Fluctuation in the value of RMB could adversely affect
the value of, and dividends payable on, our shares in foreign currency terms.



The value of RMB is subject to changes in
PRC government policies and depends to a large extent on China’s domestic and international economic, financial and political
developments, as well as the currency’s supply and demand in the local market. For over a decade from 1994, the conversion
of RMB into foreign currencies, including the U.S. dollar, was based on exchange rates set and published daily by the People’s
Bank of China, the PRC central bank, based on the previous day’s interbank foreign exchange market rates in China and exchange
rates on the world financial markets. The official exchange rate for the conversion of RMB into U.S. dollars remained stable until
RMB was revalued in July 2005 and allowed to fluctuate by reference to a basket of foreign currencies, including the U.S. dollar.
Under the new policy, RMB will be permitted to fluctuate within a band against a basket of foreign currencies. There remains significant
international pressure on the PRC government to adopt a substantially more liberalized currency policy, which could result in a
further and more significant appreciation in the value of RMB against the U.S. dollar. Further revaluations of RMB against the
U.S. dollar may also occur in the future.



The uncertain legal environment in China could limit the
legal protections available to you.



The PRC legal system is a civil law system
based on written statutes. Unlike the common-law system, the civil law system is a system in which decided legal cases have little
precedential value. In the late 1970s, the PRC government began to promulgate a comprehensive system of laws and regulations to
provide general guidance on economic and business practices in China and to regulate foreign investment. Our PRC joint venture
is a Sino-foreign joint venture and is subject to laws and regulations applicable to foreign investment in China in general and
laws and regulations applicable to foreign-invested enterprises in particular. China has made significant progress in the promulgation
of laws and regulations dealing with economic matters such as corporate organization and governance, foreign investment, commerce,
taxation and trade. However, the promulgation of new laws, changes of existing laws and abrogation of local regulations by national
laws may have a negative impact on our business and prospects. In addition, as these laws, regulations and legal requirements are
relatively recent and because of the limited volume of published cases and their non-binding nature, the interpretation and enforcement
of those laws, regulations and legal requirements involve significant uncertainties. These uncertainties could limit the legal
protections available to foreign investors, including you. For example, it is not clear if a PRC court would enforce in China a
foreign court decision brought by you against us in shareholders’ derivative actions.



Moreover, the enforceability of contracts
in China, especially with governmental entities, is relatively uncertain. If counterparties repudiated our contracts or defaulted
on their obligations, we might not have adequate remedies. Such uncertainties or inability to enforce our contracts could materially
and adversely affect our revenues and earnings.



Our primary source of funds for dividend and other distributions
from our operating subsidiary in China is subject to various legal and contractual restrictions and uncertainties as well as the
practice of such subsidiary in declaring dividends, and our ability to pay dividends or make other distributions to our shareholders
is negatively affected by those restrictions, uncertainties and dividend practices.



We conduct our core business operations
through our PRC joint venture. As a result, our profits available for distribution to our shareholders are dependent on the profits
available for distribution from our PRC joint venture. Under current PRC law, our PRC joint venture is regarded as a foreign-invested
enterprise in China. Although dividends paid by foreign invested enterprises are not subject to any PRC corporate withholding tax,
PRC law permits payment of dividends only out of net income as determined in accordance with PRC accounting standards and regulations.
Determination of net income under PRC accounting standards and regulations may differ from determination under U.S. generally accepted
accounting principles in significant aspects, such as the use of different principles for recognition of revenues and expenses.
Under PRC law, our PRC joint venture is required to set aside 10% of its net income each year to fund a designated statutory reserve
fund until such funds reach 50% of registered share capital. These reserves are not distributable as cash dividends. As a result,
our primary internal source of funds for dividend payments is subject to these and other legal and contractual restrictions and
uncertainties, which in turn may limit or impair our ability to pay dividends to our shareholders although we do not presently
anticipate paying any dividends. Moreover, any transfer of funds from us to our PRC joint venture, either as a shareholder loan
or as an increase in registered capital, is subject to registration with or approval by PRC governmental authorities. These limitations
on the flow of funds between us and our PRC joint venture could restrict our ability to act in response to changing market conditions.
Additionally to date, our PRC Joint Venture has not distributed any profits and does not anticipate doing so for the near term.





20









PRC’s economic reform policies, nationalization
or domestic or global economic conditions could result in a total investment loss in our common stock.



Since 1979, the Chinese government has reformed
its economic systems. Because many reforms are unprecedented or experimental, they are expected to be refined and improved. Other
political, economic and social factors, such as political changes, changes in the rates of economic growth, unemployment or inflation,
or in the disparities in per capita wealth between regions within China, could lead to further readjustment of the reform measures.
This refining and readjustment process may negatively affect our operations.



Although the Chinese government owns the
majority of productive assets in China, in the past several years the government has implemented economic reform measures that
emphasize decentralization and encourage private economic activity. Because these economic reform measures may be inconsistent
or ineffectual, there are no assurances that:



| |  | We will be able to capitalize on economic reforms;
| | - | --------------------------------------------------



| |  | The Chinese government will continue its pursuit of economic reform policies;
| | - | -----------------------------------------------------------------------------



| |  | The economic policies, even if pursued, will be successful;               
| | - | --------------------------------------------------------------------------
| |  | Economic policies will not be significantly altered from time to time; and



| |  | Business operations in China will not become subject to the risk of nationalization.
| | - | ------------------------------------------------------------------------------------



There can be no assurance that the reforms
to China’s economic system will continue or that we will not be adversely affected by changes in China’s political,
economic, and social conditions and by changes in policies of the Chinese government, such as changes in laws and regulations,
measures which may be introduced to control inflation, changes in the rate or method of taxation, changes affecting currency conversion
and remittance abroad, and changes in tariffs and other import controls. A material change in reforms on economic policy could
cause instability or other harmful results.



Because our principal operating company is organized under
the laws of China, and substantially all of our assets are located in China, you may experience difficulties in effecting service
of legal process, enforcing foreign judgments or bringing original actions in China based on U.S. or other foreign law against
our management and us.



Our joint venture operating company is incorporated
under the laws of China and substantially all of our assets are located in China. In addition, all of our directors and executive
officers reside within China, and substantially all of the assets of these persons are located within China. As a result, it may
not be possible to effect service of process within the United States or elsewhere outside China upon certain directors or executive
officers, including with respect to matters arising under U.S. federal securities laws or applicable state securities laws. Moreover,
China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States,
the United Kingdom, Japan or many other countries. As a result, recognition and enforcement in China of judgments of a court in
the United States and any of the other jurisdictions mentioned above in relation to any matter may be difficult or impossible.
Furthermore, an original action may be brought in China against us, our directors, managers, or executive officers only if the
actions are not required to be arbitrated by Chinese law and only if the facts alleged in the complaint give rise to a cause of
action under PRC law. In connection with any such original action, a Chinese court may award civil liability, including monetary
damages.





21









Any occurrence of serious infectious diseases, such as
recurrence of severe acute respiratory syndrome (SARS) causing widespread public health problems, could adversely affect our business
operations.



A renewed outbreak of SARS or other widespread
public health problems in China, where a substantial portion of our revenue is derived, and in Ruian City, where our operations
are headquartered, could have a negative effect on our operations. Our operations may be impacted by a number of public health-related
factors, including the following:



| |  | quarantines or closures of our factories or subsidiaries which would severely disrupt its operations;
| | - | -----------------------------------------------------------------------------------------------------



| |  | the sickness or death of the key officers and employees; and
| | - | ------------------------------------------------------------



| |  | general slowdown in the Chinese economy resulting from an outbreak.
| | - | -------------------------------------------------------------------



Any of the foregoing events or other unforeseen
consequences of public health problems could result in reduction in net sales of our products.



It is likely that China will adopt additional environmental
regulations and additional or modified regulations relating to the manufacture, transportation, storage, use and disposal of materials
used to manufacture our products or restricting disposal of waste, which would likely increase our operating costs.



National, provincial and local laws impose
various environmental controls on the manufacture of automotive parts and/or of certain materials used in the manufacture of automotive
parts. Although we believe that our operations are in substantial compliance with current environmental regulations, there can
be no assurance that changes in such laws and regulations will not impose costly compliance requirements on us or otherwise subject
us to future liabilities. In addition, China is experiencing substantial problems with environmental pollution. Accordingly, it
is likely that the national, provincial and local governmental agencies will adopt stricter pollution controls. Any such regulation
relating to the manufacture, transportation, storage, use and disposal of materials used to manufacture our products or restricting
disposal of any waste would likely increase our operating costs.



Risks Related to Our Common Stock



The market price for our common stock may be volatile
which could result in a complete loss of your investment.



The market price for our common stock may
be volatile and subject to fluctuations in response to factors including the following:



| |  | actual or anticipated fluctuations in our quarterly operating results,
| | - | ----------------------------------------------------------------------



| |  | announcements of new products by us or our competitors,
| | - | -------------------------------------------------------



| |  | changes in financial estimates by securities analysts,
| | - | ------------------------------------------------------



| |  | conditions in the automotive market,
| | - | ------------------------------------



| |  | changes in the economic performance or market valuations of other companies involved in the production of automotive parts,
| | - | ---------------------------------------------------------------------------------------------------------------------------



| |  | announcements by our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments,
| | - | ----------------------------------------------------------------------------------------------------------------------------



| |  | additions or departures of key personnel, or
| | - | --------------------------------------------





22









| |  | potential litigation.
| | - | ---------------------



In addition, the securities markets have
from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular
companies. These market fluctuations may also materially and adversely affect the market price of our common stock.



We may issue additional shares of our capital stock to
raise additional cash for working capital. If we issue additional shares of our capital stock, our stockholders will experience
dilution in their respective percentage ownership in us.



We may seek to further expand our operations
and therefore we may issue additional shares of our capital stock to raise additional cash for working capital. If we issue additional
shares of our capital stock, our stockholders will experience dilution in their respective percentage ownership in us.



A large portion of our common stock is controlled by a
small number of stockholders and as a result, these stockholders are able to influence the outcome of stockholder votes on various
matters.



A large portion of our common stock is held
by a small number of stockholders. Mr. Xiao Ping Zhang, our Company’s Chief Executive Officer, and his brother, Xiao Feng
Zhang, a member of our board of directors, hold approximately 49.7% and 6.2% as of December 31, 2011, respectively, of the Company’s
common stock. As a result, these stockholders are able to control the outcome of stockholder votes on various matters, including
the election of directors and other corporate transactions including business combinations.



The occurrence of sales of a large number of shares of
our common stock, or the perception that these sales could occur, may affect our stock price and could impair our ability to obtain
capital through an offering of equity securities.



The occurrence of sales of a large number
of shares of our common stock, or the perception that these sales could occur, may affect our stock price and could impair our
ability to obtain capital through an offering of equity securities. This would have an adverse affect on our business by restricting
access to working capital to fund growth and operations. Furthermore, the comparatively small public float of our common stock
could adversely affect the market price of our common stock.



We are responsible for the indemnification of our officers
and directors which could result in substantial expenditures, which we may be unable to recoup.



Our Bylaws provide for the indemnification
of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses
incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of
us. This indemnification policy could result in substantial expenditures, which we may be unable to recoup.



Compliance with the Sarbanes-Oxley act costs hundreds
of thousands of dollars, requires additional personnel and requires hundreds of man hours of effort, and there can be no assurance
that we will have the personnel, financial resources or expertise to continue to meet requirements of these regulations.



The US Public Company Accounting Reform
and Investor Protection Act of 2002, better known as Sarbanes-Oxley, was one of the most sweeping laws to affect U.S. publicly
- traded companies in 70 years. Sarbanes-Oxley created a set of complex and burdensome regulations. Compliance with such regulations
imposes substantial burdens in terms of financial expense and commitment of personnel. There can be no assurance that we will have
the personnel, financial resources or expertise to continue to meet requirements of these regulations.



ITEM 1B. UNRESOLVED STAFF COMMENTS



None.



ITEM 2. PROPERTIES



Our facilities are located in the Ruian
District of Wenzhou City in Zhejiang Province, which is the center of automotive parts production in China. The facilities include
a manufacturing plant and office building with a total floor area of 712,333 square feet, which we purchased from Ruili Group Co.
Ltd., a related party, for an aggregate purchase price of approximately RMB152 million (approximately US$20.2 million). Before
the transaction, we occupied 271,713 square feet of factory and warehouse, leased from the Ruili Group under a ten year lease.
At the production facility, the Company has production equipment, imported from the United States, Korea, and Taiwan, as well as
manufactured in mainland China.





23









ITEM 3. LEGAL PROCEEDINGS



None.



ITEM 4. MINE SAFETY DISCLOSURES.



Not applicable.







PART II



ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDERS MATTERS
AND ISSUERS PURCHASES OF EQUITY SECURITIES



Price Range of Common Stock



On April 18, 2006, SORL Auto Parts, Inc.
was approved for listing its common shares on the NASDAQ Capital Market and commenced trading its shares on NASDAQ under the symbol
“SORL”. The Company was further approved for listing on the NASDAQ Global Market on November 21, 2006. High and low
sales prices per share of our common stock for each quarter ended during 2011 and 2010 are as follows:



|Quarter Ended  |  | High |       |  | Low | 
|-------------- |  | ---- | ----- |  | --- | 
|               |  |      |       |  |     | 
|2011           |  |      |       |  |     | 
|First Quarter  |  |      | 8.88  |  |     | 
|Second Quarter |  |      | 6.24  |  |     | 
|Third Quarter  |  |      | 5.45  |  |     | 
|Fourth Quarter |  |      | 3.60  |  |     | 
|               |  |      |       |  |     | 
|2010           |  |      |       |  |     | 
|First Quarter  |  |      | 12.81 |  |     | 
|Second Quarter |  |      | 11.20 |  |     | 
|Third Quarter  |  |      | 9.38  |  |     | 
|Fourth Quarter |  |      | 10.08 |  |     | 



During February 2010, we sold one million
shares of our common stock in a registered direct offering to selected institutional investors, at an offering price of $10.00
per share. Gross proceeds were $10 million, and net proceeds to us, after expenses and underwriting compensation, were $9.4 million.
The proceeds of the offering will be used for general corporate purposes.



Stockholders



At March 17, 2012, we had approximately
501 registered stockholders of record of our common stock. This number does not include shares beneficially owned by investors
through brokerage clearing houses, depositories or otherwise held in “street name”.



Dividends





24







We have not historically declared or paid
any cash dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future. Payment of cash
dividends, if any, in the future will be at the discretion of our board of directors and will depend upon our debt and equity structure,
earnings and financial condition, need for capital in connection with possible future acquisitions and other factors including
economic conditions, regulatory restrictions and tax considerations. Additionally, amounts available for dividends are dependent
on the profits available for distribution from our PRC joint venture. Under current PRC law, our PRC joint venture is regarded
as a foreign invested enterprise in China. Although dividends paid by foreign invested enterprises are not subject to any PRC corporate
withholding tax, PRC law permits payment of dividends only out of net income as determined in accordance with PRC accounting standards
and regulations. Determination of net income under PRC accounting standards and regulations may differ from determination under
U.S. GAAP in significant aspects, such as the use of different principles for recognition of revenues and expenses. Under PRC law,
our PRC joint venture is required to set aside a portion of its net income each year to fund designated statutory reserve funds.
These reserves are not distributable as cash dividends. As a result, our primary internal source of funds for dividend payments
is subject to these and other legal and contractual restrictions and uncertainties, which in turn may limit or impair our ability
to pay dividends to our shareholders although we do not presently anticipate paying any dividends. Moreover, any transfer of funds
from us to our PRC joint venture, either as a shareholder loan or as an increase in registered capital, is subject to registration
with or approval by PRC governmental authorities. These limitations on the flow of funds between us and our PRC joint venture could
restrict our ability to act in response to changing market conditions. Additionally to date, our PRC Joint Venture has not distributed
any profits and does not anticipate doing so for the near term.





ITEM 6. SELECTED FINANCIAL DATA.



Not
applicable.





25









ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS



The following is management’s discussion
and analysis of certain significant factors that have affected our financial position and operating results during the periods
included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management.
This report includes forward-looking statements. Generally, the words “believes,” “anticipates,” “may,”
“will,” “should,” “expect,” “intend,” “estimate,” “continue,”
and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties, including the matters set forth in this report and other reports
or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes
to differ materially from those presented. Undue reliance should not be placed on these forward-looking statements, which speak
only as of the date hereof. We undertake no obligation to update these forward-looking statements.



The following discussion and analysis should
be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information
contained elsewhere in this Form 10K.



OVERVIEW



On May 10, 2004, we acquired all of the
issued and outstanding equity interests of Fairford Holdings Limited, a Hong Kong limited liability company (“Fairford”).
Until we acquired Fairford, we had only nominal assets and liabilities and limited business operations. Although Fairford became
a wholly-owned subsidiary following the acquisition, because the acquisition resulted in a change of control, the acquisition was
recorded as a “reverse merger” whereby Fairford is considered to be the accounting acquirer. As such, the following
results of operations are those of Fairford.



Fairford was organized in Hong Kong as a
limited liability company on November 3, 2003. Fairford owns 90% of the equity interest of Ruili Group Ruian Auto Parts Co., Ltd.,
a Sino-foreign joint venture (the “Joint Venture”) established pursuant to the laws of the People’s Republic
of China (“PRC” or “China”). The Joint Venture is a joint venture between our wholly-owned subsidiary,
Fairford, and the Ruili Group.



The Ruili Group was incorporated in the
PRC in 1987 to specialize in the development, production and sale of various kinds of automotive parts. Its headquarters are located
in Ruian City of Wenzhou Area, one of the leading automotive parts manufacturing centers of China with more than 1400 auto parts
manufacturing companies. Its major product lines include valves for air brake systems, auto metering products, auto electric products,
anti-lock brake systems and retarders. Some of those products were developed and are manufactured through affiliated companies
of Ruili Group. Due to its leading position in the industry, the Chairman of the Ruili Group, Mr. Xiao Ping Zhang, has been elected
as the Chairman of Wenzhou Auto Parts Association, one of the leading auto parts trade associations in China. Mr. Zhang is also
Chairman and Chief Executive Officer of the Company. The Joint Venture was established in the PRC as a Sino-foreign joint venture
company with limited liability by the Ruili Group and Fairford. Fairford and Ruili Group contributed 90% and 10%, respectively,
of the paid-in capital in the aggregate amount of approximately $43.4 million.



In connection with its formation, effective
January 19, 2004 the Joint Venture acquired the business of the Ruili Group relating to the manufacture and sale of various kinds
of valves for automotive brake systems and related operations (the “Transferred Business”). This was accomplished by
the transfer from the Ruili Group to Fairford of the relevant assets and liabilities of the Transferred Business including trade
receivables, inventories and machinery, and the assumption of short and long term borrowings, at a consideration of approximately
$6.39 million.



The consideration was based on a valuation
by an independent PRC valuation firm. Fairford then contributed these assets and liabilities as a capital contribution for its
90% interest in the Joint Venture. The Ruili Group also transferred inventory as its capital contribution for its 10% interest
in the Joint Venture. The assets and liabilities transferred to the Joint Venture by Fairford and the Ruili Group represented all
the relevant assets and liabilities of the Transferred Business.



Pursuant to the formation of the Joint Venture,
on January 17, 2004, the Ruili Group and Fairford signed a binding Joint Venture agreement (the “JV Agreement”). Pursuant
to the JV Agreement, the Board of Directors consists of three directors; Fairford has the right to designate two members of the
board and the Ruili Group has the right to designate one member. The majority of the Board has decision making authority with respect
to operating matters. As a result, our wholly-owned subsidiary, Fairford, maintains operating control over the Joint Venture.



The transactions were accounted for as a
reverse spin-off in accordance with EITF 02-11 “Accounting for Spin-offs.” Accordingly SORL Auto Parts, Inc. was deemed
to be the “spinnor” for accounting purposes.





26









In December 2006, through Fairford, SORL
invested a further approximately $32.67 million in its operating subsidiary- the Joint Venture. To maintain its 10% shareholding
in the Joint Venture, the Ruili Group increased its capital investment by approximately $3.63 million. SORL Auto Parts, Inc. continues
to hold a 90% controlling interest in the operating subsidiary.



As a result of the foregoing, through Fairford’s
90% interest in the Joint Venture, the Company manufactures and distributes automotive brake systems and other key safety related
components in China and internationally for use primarily in different types of vehicles, such as trucks and buses. There are 65
categories of valves with over 2,000 different specifications. Management believes that it is the largest manufacturer of automotive
air brake systems for commercial vehicles in China.



On November 11, 2009, we entered into a
joint venture agreement with MGR, a Hong Kong-based global auto parts distribution specialist firm, and with a Taiwanese investor.
The new joint venture was named SORL International Holding, Ltd. (the "SIH"). SORL holds a 60% interest in the joint
venture. SIH was primarily devoted to expanding SORL's international sales network in Asia-Pacific and creating a larger footprint
in Europe, the Middle East and Africa with a target to create a truly global distribution network. Based in Hong Kong, SIH seeks
to open up and establish channels of distribution in international markets with SORL's primary products, including spring brake
chambers, clutch servos, air dryers, relay valves and hand brake valves.



On February 8, 2010, the Company sold 1,000,000
shares of its common stock to selected institutional investors at a price of $10.00 per share pursuant to a registered direct offering.
This transaction provided net proceeds of approximately $9.4 million. On March 9, 2010, through Fairford, SORL invested $9.349
million in its operating subsidiary, the Joint Venture. To maintain its 10% shareholding in the Joint Venture, the Ruili Group
increased its capital investment by $1.039 million. Accordingly, SORL continues to hold a 90% controlling interest in the operating
subsidiary.



On August 31, 2010, the Company, through
the Joint Venture, executed an Agreement to acquire the assets of the hydraulic brake, power steering, and automotive electrical
operations of the Ruili Group (the "Seller", a related party under common control). As a result of this acquisition,
the Company's product offerings expanded to both commercial and passenger vehicles' brake systems and other key safety-related
auto parts. The purchase price was RMB 170 million, or approximately USD$25 million. The transaction was accounted for using the
book value of assets acquired, consisting primarily of machinery and equipment, inventory, accounts receivable and patent rights,
used or usable in connection with the acquired segment of the auto parts business of the Seller. The Company purchased the machinery
and equipment, inventory, accounts receivable at book values of $8.0 million, $8.0 million and $5.2 million, respectively. The
Company did not acquire any of the assets of the Seller other than those in the segment of Seller's business described above. The
excess of consideration over the carrying value of net assets received has been recorded as a decrease in the additional paid-in
capital of the Company.



The acquisition was accounted for as a transaction
between the entities under common control because the CEO of the Company owns 63% of the registered capital of Ruili Group Co.,
Ltd., and owns more than 50% of the outstanding common stock of SORL, together with his wife and brother. This results in the acquisition
being accounted for using the historical costs of the financial statements of the Seller. The consolidated financial statements
have been prepared as if the acquisition took place at the earliest time presented, that is, as of January 1, 2009. The asset purchase
was deemed to be the acquisition of a business.



On September 13, 2011, the Company entered
an agreement with International Far Eastern Leasing Co., Ltd.(an unaffiliated third party) and sold and simultaneously leased back
part of its unencumbered manufacturing equipment, for a term of 60 months and an interest rate of 7.95%. The Company paid a fee
of $641,484 to this third party, which was accounted for as financing expense in the accompanying condensed consolidated financial
statements.





CRITICAL ACCOUNTING POLICIES AND ESTIMATES



Our discussion and analysis of our financial
condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance
with U.S. generally accepted accounting principles. The preparation of financial statements in conformity with those accounting
principles requires us to make judgments and estimates that affect the amounts reported in the consolidated financial statements
and accompanying notes. Those judgments and estimates have a significant effect on the consolidated financial statements because
they result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Actual results
could differ from those estimates. We periodically re-evaluate our judgments and estimates that are based upon historical experience
and on various other assumptions that we believe to be reasonable under the circumstances.



We believe that the following critical accounting
policies set forth below involve the most significant judgments and estimates used in the preparation of our consolidated financial
statements. We evaluate these policies on an ongoing basis, based upon historical results and experience, consultation with experts,
trends and other methods we consider reasonable in the particular circumstances, as well as our forecasts as to how these might
change in the future.





27









WARRANTIES



Estimated product warranty expenses are accrued
in cost of goods sold at the time the related sales are recognized. We base our estimate on historical trends of units sold and
payment amounts, combined with our current understanding of the status of existing claims and discussions with our customers.



INVENTORIES



Inventories are stated at the lower of cost
or net realizable value. Cost is calculated on the weighted-average basis and includes all costs to acquire and other costs incurred
in bringing the inventories to their present location and condition. The Company evaluates the net realizable value of its inventories
on a regular basis and records a provision for loss to reduce the computed weighted-average cost if it exceeds the net realizable
value.



INCOME TAXES



Taxes are calculated in accordance with
taxation principles currently effective in the PRC. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized as income or loss in the period that includes the enactment date. A valuation allowance
is provided for the amount of deferred tax assets and liabilities that, based on available evidence, are not expected to be realized.



The Company increased its investment in
the Joint Venture as a result of its financing in December, 2006. In accordance with the Income Tax Law of the People's Republic
of China on Foreign-invested Enterprises and Foreign Enterprises, the Joint Venture was therefore eligible for additional preferential
tax treatment. For the years 2007 and 2008, the Joint Venture was entitled to an income tax exemption on all pre-tax income generated
by the company above its pre-tax income generated in the fiscal year 2006. Thereafter, the Joint Venture was entitled to a 50%
exemption from the effective income tax rate on any pre-tax income above its 2006 pre-tax income, to be recognized in the years
2009, 2010 and 2011. However, the above tax exemption was superseded, as a result of the Joint Venture having been awarded
the Chinese government's "High-Tech Enterprise" designation. The High-Tech Enterprise certificate is valid for three
years and provides for a reduced tax rate for years 2009 through 2011. As a result, the Company’s effective income tax
rate is 15% for years 2009 through 2011.



REVENUE RECOGNITION



In accordance with the provisions of Staff
Accounting Bulletin No. 103, revenue from the sale of goods is recognized when the risks and rewards of ownership of the goods
have transferred to the buyer including factors such as when persuasive evidence of an arrangement exits, delivery has occurred,
the sales price is fixed and determinable, and collection is probable. The Company generally records sales upon shipment of product
to customers and transfer of title under standard commercial terms. Revenue consists of the invoice value for the sale of goods
and services net of value-added tax (“VAT”), rebates and discounts and returns. The Company nets sales return in gross
revenue, i.e., the revenue shown in the income statement is the net sales. The Company is subject to the following surtaxes, which
are recorded as deductions from gross sales: Education Tax and City Construction Tax.



The Company does not receive revenue for
shipping and handling costs to customers. Shipping and handling expenses incurred by the Company are included in selling and administrative
expenses in the accompanying consolidated statements of income.



CONCENTRATION OF CREDIT RISK



Financial instruments that potentially subject
the Company to significant concentrations of credit risk consist primarily of accounts receivable. The Company performs ongoing
credit evaluations with respect to the financial condition of its creditors, but does not require collateral. In order to determine
the value of the Company’s accounts receivable, the Company records a provision for doubtful accounts to cover probable credit
losses. Management reviews and adjusts this allowance periodically based on historical experience and its evaluation of the collection
of outstanding accounts receivable.



RESULTS OF OPERATIONS



Year ended December 31, 2011 as compared
to year ended December 31, 2010:





28









|                                       |  | Years Ended December 31, |                           
|-------------------------------------- |  | ------------------------ | --------------------------
|                                       |  |                          |                           
|                                       |  | 2011                     |                           
|Sales                                  |  |                          |                           
|                                       |  |                          | (U.S.  dollars in million)
|Commercial vehicle brake systems, etc. |  | $                        | 170.6                     
|Passenger vehicle brake systems, etc.  |  | $                        | 46.2                      
|                                       |  |                          |                           
|Total                                  |  | $                        | 216.8                     





Total net sales were $216,788,518 and $199,365,154
for the fiscal years ended December 31, 2011 and 2010, respectively, representing an increase of $17.4 million or 8.7% year over
year.



The sales from commercial vehicle brake
systems increased by $17.1 million or 11.1%, to $170.6 million for the fiscal years ended December
31, 2011, compared to $153.5 million for the same period of 2010.



The sales from passenger vehicle brake systems increased
by $0.3 million or 0.7%, to $46.2 million for the fiscal years ended December 31, 2011, compared
to $45.9 million for the same period of 2010.



A breakdown of net sales revenue for our
three principal markets, Chinese domestic OEM market, Chinese domestic aftermarket and international markets, in 2011 and 2010
was as follows:



|                     |  | Years Ended December 31, |                           |  |                 | 
|-------------------- |  | ------------------------ | ------------------------- |  | --------------- | 
|                     |  |                          |                           |  |                 | 
|                     |  | 2011                     |                           |  | Percent of      | 
|                     |  |                          |                           |  | Total
    sales | 
|                     |  |                          | (U.S. dollars in million) |  |                 | 
|China OEM market     |  | $                        | 115.1                     |  |                 | 
|China Aftermarket    |  | $                        | 44.6                      |  |                 | 
|International market |  | $                        | 57.1                      |  |                 | 
|                     |  |                          |                           |  |                 | 
|Total                |  | $                        | 216.8                     |  |                 | 



Starting in early 2011, China’s specialty
truck and cargo truck markets was stagnant, with declines experienced in several months. There are two main causes for this: first,
the Chinese government’s auto-related stimulus policies of 2009 and 2010 accelerated commercial vehicle purchases into those
time periods, and sales were weakened following the expiry of the government’s stimulus policies. Second, economic policies
adopted by the Chinese government to help control domestic inflation, especially tighter regulation in the real estate market,
caused a deceleration of economic and investment growth in China.  These factors negatively affected the Chinese automotive
market, particularly for commercial vehicles. SORL made inroads into construction equipment and expanded its market share
in the bus market, which partially offset the effects of these declines. Our OEM sales for the year of 2011 declined 2.0% from
2010, to $115.1 million, which management considers a solid performance in view of these difficult market conditions.



Our sales to the Chinese aftermarket increased
by $11.1 million or 33.1%, to $44.6 million for the year of 2011, compared to $33.5 million for the year of 2010. The increased
number of vehicles in service in China and the expiration of OEM warranties helped increase our aftermarket business. Sales of
our new model products, applicable to both OEM and aftermarket, also grew for the year of 2011. We will continue with our strategies
to further optimize our sales network, to help further penetrate into new markets. Accelerated urbanization and the Chinese government’s
increased support for public transportation favor expansion in the bus aftermarket.





29









Our export sales increased by $8.6 million
or 17.7%, to $57.1 million for the year of 2011, as compared to $48.5 million for the same period of 2010. A part of our strategy
is to strengthen and extend our distribution networks to increase our exposure with end users. The
increase in export sales was mainly due to:

(1) Improved customer confidence as the global economy recovers,

(2) Enhanced SORL brand image through industry exhibitions,

(3) Maintenance of our customer base and market position while
penetrating new markets and capturing new customers,

(4) Building a stronger international marketing network focused
on exploring high-value foreign markets, and actively marketing to the large automotive chain stores that directly sell to end
users.

(5) Further targeting the international OEM market by actively
supporting initiatives that promote our overseas sales.





COST OF SALES AND GROSS PROFIT



Cost of sales for the fiscal year ended December
31, 2011 increased to $156.8 million from $141.2 million for the fiscal year ended December 31, 2010, a $15.6 million or 11.0%
increase, consistent with the increase in revenues.



Gross profit for the fiscal year ended December
31, 2011, increased by approximately $1.9 million or 3.2% to $60.0 million from $58.1 million for the fiscal year ended December
31, 2010.



Gross margin decreased by approximately 1.5
percentage points, from 29.2% in 2010 to 27.7% in 2011. Gross margin was affected by rising labor expenses, the appreciation of
the Chinese currency, and higher raw material prices.



Cost of sales from commercial vehicle brake
systems for the fiscal year ended December 31, 2011 were $121,848,253 an increase of $14,964,472 or 14.0% from $106,883,781 for
the same period last year. The gross profit from commercial vehicle brake systems increased by 4.5% to $48,735,731 for the year
of 2011 from $46,619,010 for the year of 2010. Gross margin from commercial vehicle brake systems decreased to 28.6% for the fiscal
year ended December 31, 2011 from 30.4% in 2010. The decrease is being affected by rising labor expenses, the appreciation of the
Chinese currency, and higher raw material prices.



Cost of sales from passenger vehicle brake
systems for the fiscal year ended December 31, 2011 were $34,936,472 an increase of $591,290 or 1.7% from $34,345,182 for the same
period in 2010. The gross profit from passenger vehicle brake systems decreased by 2.2% to $11,268,062 for the year of 2011 from
$11,517,181 for the year of 2010 . Gross margin from passenger vehicle brake systems decreased to 24.4% for the fiscal year ended
December 31, 2011 from 25.1% in 2010. The decrease is being affected by rising labor expenses, the appreciation of the Chinese
currency, and higher raw material prices.



SELLING EXPENSES



Selling expenses
were $14,290,988 for the year ended December 31, 2011, as compared to $13,466,981 for the year ended December 31, 2010, an increase
of $824,007 or 6.1%. The increase was mainly due to the increased transportation expense as a result of increased sales.As
a percentage of sales revenue, selling expenses decreased to 6.6% for the year ended December 31, 2011,
as compared to 6.8% for the same period in 2010.



GENERAL AND ADMINISTRATIVE EXPENSES



General and administrative
expenses were $13,818,136 for the year ended December 31, 2011, as compared to $11,761,401 for the fiscal year ended December 31,
2010, an increase of $2.1 million or 17.5%.The increase was mainly due to increased labor expenses and expenses for business
expansion, consistent with the increase in revenues. As a percentage of sales revenue, general and administrative
expenses increased to 6.4% for the fiscal year ended December 31, 2011, as compared to 5.9% for
the same period in 2010.





RESEARCH AND DEVELOPMENT EXPENSE



Research and development expense was $9,002,744
for the fiscal year ended December 31, 2011, as compared with $7,223,705 for the fiscal year ended December 31, 2010, an increase
of $1.8 million or 19.7%. The Company will continue to invest in new product development, particularly in upgrading traditional
products and in developing electronically controlled products.



30









DEPRECIATION AND AMORTIZATION



Depreciation and amortization expense increased
to $7,224,777 or 25.9% for the fiscal year ended December 31, 2011, compared with depreciation and amortization expense of $5,351,778
for the fiscal year ended December 31, 2010.



The increase in depreciation and amortization
expense was primarily due to the addition of purchased production equipment.



FINANCIAL EXPENSE



Financial expense mainly consists of interest
expense, the financing expense associated with our capital lease transaction and exchange loss.The
financial expense for the fiscal year ended December 31, 2011 increased by $2,089,378 to $3,217,155
from $1,127,777 for the same period of 2010, mainly due to increased interest expense and the financing expense associated
with our capital lease transaction. On September 13, 2011, the Company entered an agreement with International Far Eastern Leasing
Co., Ltd.(an unaffiliated third party) and sold and simultaneously leased back part of its unencumbered manufacturing equipment,
for a term of 60 months and an interest rate of 7.95%. The Company paid a fee of $641,484 to this third party, which was accounted
for as financing expense in the accompanying condensed consolidated financial statements.







OTHER INCOME

For the fiscal year ended December 31, 2011,
other income was $1,567,950 compared with $826,700 for the fiscal year ended December 31, 2010, an increase of $741,250 or 47.2%.
The increase was mainly due to an increase in sales of raw material scrap for the year of 2011.



INCOME TAX



The Joint Venture is registered in the PRC,
and is therefore subject to state and local income taxes within the PRC at the applicable tax rate on the taxable income as reported
in the PRC statutory financial The Joint Venture is registered in the PRC, and is therefore subject to state and local income taxes
within the PRC at the applicable tax rate on taxable income as reported in the PRC statutory financial statements in accordance
with relevant income tax laws.



The Company increased its investment in
the Joint Venture as a result of its financing in December, 2006. In accordance with the Income Tax Law of the People's Republic
of China on Foreign-invested Enterprises and Foreign Enterprises, the Joint Venture was eligible for additional preferential tax
treatment for the years 2007 and 2008. In those years, the Joint Venture was entitled to an income tax exemption on all pre-tax
income generated by the Company above its pre-tax income generated in the fiscal year 2006. This tax exemption was superseded
as a result of the Joint Venture having been awarded the Chinese government's "High-Tech Enterprise" designation.
The High-Tech Enterprise certificate is valid for three years and provides for a reduced tax rate for years 2009 through 2011.
Thus, our effective income tax rate was 15% for years 2009 through 2011.



Income tax expense of $2,664,052 and
$2,751,913 was recorded for the year of 2011 and 2010, respectively.





STOCK—BASED COMPENSATION

There were no options or warrants outstanding
as of December 31, 2011.



Although the Company anticipates future issuances
of stock awards could have a material impact on reported net income in future financial statements, we do not expect them to have
a material impact on future cash flow.



NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST
IN SUBSIDIARIES



Non-controlling interest in subsidiaries
represents a 10% non-controlling interest in Ruian and 40% non-controlling interest in SIH, in each case held by our Joint Venture
Partners. Net income attributable to non-controlling interest in subsidiaries amounted to $1,631,135 and $2,041,245 for
the fiscal year ended December 31, 2011 and 2010, respectively.



NET INCOME ATTRIBUTABLE TO STOCKHOLDERS



The net income
attributable to stockholders for the fiscal year ended December 31, 2011 decreased by $3,697,004, to $16,671,819 from $20,368,823
for the fiscal year ended December 31, 2010 due to the factors discussed above. Earnings per share (“EPS”), both basic
and diluted, for 2011 and 2010, were $0.86 and $1.06 per share, respectively.





31









FINANCIAL CONDITION



LIQUIDITY AND CAPITAL RESOURCES

OPERATING - Net cash provided from
operating activities was $7,649,520 for the fiscal year ended December 31, 2011, as compared to $12,264,031 of net cash provided
by operating activities for the fiscal year ended December 31, 2010, a decrease of $4.6 million, primarily due to the increased
cash outflow resulted by changes in deposits received from customers and inventories.



At December 31, 2011, the Company had cash
and cash equivalents of $17,116,692, an increase of $10,425,614 or 60.9% as compared to cash and cash equivalents of $6,691,078
at December 31, 2010. The Company had working capital of $115,128,075 at December 31, 2011, an increase of $26,867,915 or 23.3%
as compared to working capital of $88,260,160 at December 31, 2010, reflecting current ratios of 3.31:1 and 3.03:1, respectively.



INVESTING - For the fiscal year ended
December 31, 2011, the Company utilized $8,307,035 in investing activities. During the fiscal year ended December 31, 2010,
the Company expended net cash of $41,892,194 in investing activities for acquisition ofthe segments of the automotive parts
business and new equipment to support the growth of our business.



FINANCING – For the fiscal
year ended December 31, 2011, net cash provided by financing activities was $10,499,046. The Company repaid bank loans of
$658,836 for the fiscal year ended December 31, 2011. On September 13, 2011, the Company entered
an agreement with International Far Eastern Leasing Co., Ltd.(a third party) and sold and simultaneously leased back part of its
unencumbered manufacturing equipment, for a term of 60 months and an interest rate of 7.95%. The sale price of the manufacturing
equipment was $13,209,492. As related to this transaction, the Company put down a security deposit of $1,879,890 to be refunded
back to the Company after the end of the lease.



In 2010,
we received the proceeds of bank loans in the amount of $15,529,510 under our credit facilities and
receivednet proceeds of approximately $9,399,978 from our public offering. Additionally, $1,038,900 was contributed by
Ruili Group to the Joint Venture. Net cash provided byfinancing activities was $25,968,388 for
the year of 2010.



Management of the Company has taken a number
of steps to restructure our customer base and phase out accounts which had failed to make prompt payments. We also placed more
emphasis on collection of accounts receivable from our customers. During 2011, we continued developing higher profit margin new
products, and adopting steps for further cost saving such as improving material utilization rate. We maintain good relationships
with local banks. We believe that our current cash and cash equivalents and anticipated cash flow generated from operations and
our bank lines of credit will be sufficient to finance our working capital requirements for the foreseeable future.



OFF-BALANCE SHEET AGREEMENTS



At December 31, 2011 and December 31, 2010,
we did not have any material commitments for capital expenditures or have any transactions, obligations or relationships that could
be considered off-balance sheet arrangements.



According to the law of China, the government
owns all the land in China. Companies and individuals are authorized to possess and use the land only through land use rights granted
by the Chinese government. The Company purchased the land use rights from the Ruili Group for approximately $13.9 million on September
28, 2007. The Company has not yet obtained the land use right certificate.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK



The Company did not have any material market
risk with respect to such factors as commodity prices, equity prices, and other market changes that affect market risk sensitive
investments.



Although our reporting currency is the U.S.
dollar, the functional currency of Joint Venture is RMB. As a result, we are exposed to foreign exchange risk as our revenues and
results of operations may be affected by fluctuations in the exchange rate between U.S. dollars and RMB. If the RMB depreciates
against the U.S. dollar, the value of our Renminbi revenues, earnings and assets as expressed in our U.S. dollar financial statements
will decline. In recent years, the RMB has been appreciating against the U.S. dollar.



Assets and liabilities of our operating
subsidiaries are translated into U.S. dollars at the exchange rate at the balance sheet date, their equity accounts are translated
at historical exchange rate and their income and expenses are translated using the average rate for the period. Any resulting exchange
differences are recorded in accumulated other comprehensive income or loss. The Company is adopting such steps as the diversification
of currencies used in export sales, and the negotiation of export contracts with fixed exchange rates.





32









As the Company’s historical debt obligations
are primarily short-term in nature, with fixed interest rates, the Company does not have any risk from an increase in market interest
rates. However, to the extent that the Company arranges new borrowings in the future, an increase in market interest rate would
cause a commensurate increase in the interest expense related to such borrowings.



ITEM 8 FINANCAL STATEMENTS AND SUPPLEMENTARY DATA







33









Certified Public
Accountants | 280 Kenneth Drive, Suite 100 | Rochester, New York 14623 | 585.427.8900 | EFPRotenberg.com







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Board of Directors and

Stockholders of SORL Auto Parts, Inc.
and Subsidiaries

Delaware



We have audited the accompanying consolidated
balance sheets of SORL Auto Parts, Inc. and Subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements
of income and comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the two-year
period ended December 31, 2011. SORL Auto Parts, Inc. and Subsidiaries’s management is responsible for these consolidated
financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.



In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the financial position of SORL Auto Parts, Inc.
and Subsidiaries as of December 31, 2011 and 2010, and the results of its operations and its cash flows for each of the years in
the two-year period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of
America.







EFP Rotenberg, LLP

Rochester, New York

March 29, 2012





34









|SORL Auto Parts, Inc. and Subsidiaries 
|---------------------------------------
|Consolidated Balance Sheets            
|December 31, 2011 and December 31, 2010



|                                                                                                                                          |  |     |  |                   |             |   |  |     |                   | 
|----------------------------------------------------------------------------------------------------------------------------------------- |  | --- |  | ----------------- | ----------- | - |  | --- | ----------------- | 
|                                                                                                                                          |  |     |  | December 31, 2011 |             |   |  |     | December 31, 2010 | 
|                                                                                                                                          |  |     |  |                   |             |   |  |     |                   | 
|Assets                                                                                                                                    |  |     |  |                   |             |   |  |     |                   | 
|Current Assets                                                                                                                            |  |     |  |                   |             |   |  |     |                   | 
|Cash and Cash Equivalents                                                                                                                 |  | US$ |  |                   | 17,116,692  |   |  | US$ |                   | 
|Accounts Receivable, Net of Provision                                                                                                     |  |     |  |                   | 65,344,441  |   |  |     |                   | 
|Bank acceptance notes from customers                                                                                                      |  |     |  |                   | 17,980,145  |   |  |     |                   | 
|Inventory                                                                                                                                 |  |     |  |                   | 56,377,556  |   |  |     |                   | 
|Prepayments                                                                                                                               |  |     |  |                   | 2,484,026   |   |  |     |                   | 
|Other current assets, including $0 and $52,743 from related parties at December 31, 2011 and December 31, 2010, respectively              |  |     |  |                   | 4,960,061   |   |  |     |                   | 
|Deferred tax assets                                                                                                                       |  |     |  |                   | 605,539     |   |  |     |                   | 
|Total Current Assets                                                                                                                      |  |     |  |                   | 164,868,460 |   |  |     |                   | 
|Fixed Assets                                                                                                                              |  |     |  |                   |             |   |  |     |                   | 
|Machinery                                                                                                                                 |  |     |  |                   | 49,879,491  |   |  |     |                   | 
|Molds                                                                                                                                     |  |     |  |                   | 1,384,825   |   |  |     |                   | 
|Office equipment                                                                                                                          |  |     |  |                   | 1,439,305   |   |  |     |                   | 
|Vehicle                                                                                                                                   |  |     |  |                   | 1,853,111   |   |  |     |                   | 
|Building                                                                                                                                  |  |     |  |                   | 8,888,723   |   |  |     |                   | 
|Machinery held under capital lease                                                                                                        |  |     |  |                   | 18,166,087  |   |  |     |                   | 
|Construction in progress                                                                                                                  |  |     |  |                   | 1,503,200   |   |  |     |                   | 
|Less: Accumulated Depreciation                                                                                                            |  |     |  |                   | (30,905,671 | ) |  |     |                   | 
|Property, Plant and Equipment, Net                                                                                                        |  |     |  |                   | 52,209,071  |   |  |     |                   | 
|Leasehold Improvements in Progress                                                                                                        |  |     |  |                   | 375,604     |   |  |     |                   | 
|                                                                                                                                          |  |     |  |                   |             |   |  |     |                   | 
|Land Use Rights, Net                                                                                                                      |  |     |  |                   | 15,111,078  |   |  |     |                   | 
|                                                                                                                                          |  |     |  |                   |             |   |  |     |                   | 
|Other Non-Current Assets                                                                                                                  |  |     |  |                   |             |   |  |     |                   | 
|                                                                                                                                          |  |     |  |                   |             |   |  |     |                   | 
|Intangible Assets                                                                                                                         |  |     |  |                   | 175,871     |   |  |     |                   | 
|Less: Accumulated Amortization                                                                                                            |  |     |  |                   | (92,237     | ) |  |     |                   | 
|Intangible Assets, Net                                                                                                                    |  |     |  |                   | 83,634      |   |  |     |                   | 
|Security Deposits On Lease Agreement                                                                                                      |  |     |  |                   | 1,879,890   |   |  |     |                   | 
|Deferred tax assets                                                                                                                       |  |     |  |                   |             |   |  |     |                   | 
|Total Other Non-Current Assets                                                                                                            |  |     |  |                   | 1,963,524   |   |  |     |                   | 
|Total Assets                                                                                                                              |  | US$ |  |                   | 234,527,737 |   |  | US$ |                   | 
|                                                                                                                                          |  |     |  |                   |             |   |  |     |                   | 
|Liabilities and Shareholders' Equity                                                                                                      |  |     |  |                   |             |   |  |     |                   | 
|Current Liabilities                                                                                                                       |  |     |  |                   |             |   |  |     |                   | 
|Accounts Payable, including $524,148 and $3,151,493 due to related parties at December 31, 2011 and December 31, 2010, respectively       |  | US$ |  |                   | 10,772,396  |   |  | US$ |                   | 
|Bank acceptance notes to vendors                                                                                                          |  |     |  |                   | 5,589,678   |   |  |     |                   | 
|Deposit Received from Customers                                                                                                           |  |     |  |                   | 5,074,532   |   |  |     |                   | 
|Short term bank loans                                                                                                                     |  |     |  |                   | 16,448,527  |   |  |     |                   | 
|Income tax payable                                                                                                                        |  |     |  |                   | 273,781     |   |  |     |                   | 
|Accrued Expenses                                                                                                                          |  |     |  |                   | 8,808,788   |   |  |     |                   | 
|Current Portion Of Capital Lease Obligations                                                                                              |  |     |  |                   | 2,305,125   |   |  |     |                   | 
|Other Current Liabilities, including $143,950 and $64,600 due to related parties at December 31, 2011 and December 31, 2010, respectively |  |     |  |                   | 467,850     |   |  |     |                   | 
|Total Current Liabilities                                                                                                                 |  |     |  |                   | 49,740,677  |   |  |     |                   | 
|                                                                                                                                          |  |     |  |                   |             |   |  |     |                   | 
|Non-Current Liabilities                                                                                                                   |  |     |  |                   |             |   |  |     |                   | 
|Non-Current Portion Of Capital Lease Obligations                                                                                          |  |     |  |                   | 10,469,265  |   |  |     |                   | 
|Deferred tax liabilities                                                                                                                  |  |     |  |                   | 236,385     |   |  |     |                   | 
|Total Non-Current Liabilities                                                                                                             |  |     |  |                   | 10,705,650  |   |  |     |                   | 
|                                                                                                                                          |  |     |  |                   |             |   |  |     |                   | 
|Total Liabilities                                                                                                                         |  | US$ |  |                   | 60,446,327  |   |  |     |                   | 
|                                                                                                                                          |  |     |  |                   |             |   |  |     |                   | 
|Stockholders' Equity                                                                                                                      |  |     |  |                   |             |   |  |     |                   | 
|                                                                                                                                          |  |     |  |                   |             |   |  |     |                   | 
|Preferred Stock - No Par Value; 1,000,000 authorized; none issued and outstanding as of December 31, 2011 and December 31, 2010           |  |     |  |                   | -           |   |  |     |                   | 
|Common Stock - $0.002 Par Value; 50,000,000 authorized,                                                                                   |  |     |  |                   |             |   |  |     |                   | 
|19,304,921 and 19,304,921 issued and outstanding as of                                                                                    |  |     |  |                   |             |   |  |     |                   | 
|December 31, 2011 and 2010                                                                                                                |  |     |  |                   | 38,609      |   |  |     |                   | 
|Additional Paid In Capital                                                                                                                |  |     |  |                   | 42,199,014  |   |  |     |                   | 
|Reserves                                                                                                                                  |  |     |  |                   | 8,375,392   |   |  |     |                   | 
|Accumulated other comprehensive income                                                                                                    |  |     |  |                   | 21,910,957  |   |  |     |                   | 
|Retained Earnings                                                                                                                         |  |     |  |                   | 84,610,260  |   |  |     |                   | 
|Total SORL Auto Parts, Inc. stockholders' equity                                                                                          |  |     |  |                   | 157,134,232 |   |  |     |                   | 
|Noncontrolling Interest In Subsidiaries                                                                                                   |  |     |  |                   | 16,947,178  |   |  |     |                   | 
|Total Equity                                                                                                                              |  |     |  |                   | 174,081,410 |   |  |     |                   | 
|Total Liabilities and Stockholders' Equity                                                                                                |  | US$ |  |                   | 234,527,737 |   |  | US$ |                   | 
|                                                                                                                                          |  |     |  |                   |             |   |  |     |                   | 
|The accompanying notes are an integral part of these financial statements                                                                





35













|SORL Auto Parts, Inc. and Subsidiaries                        
|--------------------------------------------------------------
|Consolidated Statements of Income
    and Comprehensive Income
|For Years Ended on December 31,
    2011 and 2010             



|                                                                            |     | 2011 |             |   | 2010 | 
|--------------------------------------------------------------------------- | --- | ---- | ----------- | - | ---- | 
|                                                                            |     |      |             |   |      | 
|Sales                                                                       | US$ |      | 216,788,518 |   |      | 
|Include: sales to related parties                                           |     |      | 2,392,090   |   |      | 
|Cost of Sales                                                               |     |      | 156,784,725 |   |      | 
|                                                                            |     |      |             |   |      | 
|Gross Profit                                                                |     |      | 60,003,793  |   |      | 
|                                                                            |     |      |             |   |      | 
|Expenses:                                                                   |     |      |             |   |      | 
|Selling and Distribution Expenses                                           |     |      | 14,290,988  |   |      | 
|General and Administrative Expenses                                         |     |      | 13,818,136  |   |      | 
|Research and development expenses                                           |     |      | 9,002,744   |   |      | 
|Financial Expenses                                                          |     |      | 3,217,155   |   |      | 
|                                                                            |     |      |             |   |      | 
|Total Expenses                                                              |     |      | 40,329,023  |   |      | 
|                                                                            |     |      |             |   |      | 
|Operating Income                                                            |     |      | 19,674,770  |   |      | 
|                                                                            |     |      |             |   |      | 
|Other Income                                                                |     |      | 1,567,950   |   |      | 
|Non-Operating Expenses                                                      |     |      | (275,714    | ) |      | 
|                                                                            |     |      |             |   |      | 
|Income Before Provision for Income Taxes                                    |     |      | 20,967,006  |   |      | 
|                                                                            |     |      |             |   |      | 
|Provision for Income Taxes                                                  |     |      | 2,664,052   |   |      | 
|                                                                            |     |      |             |   |      | 
|Net Income                                                                  | US$ |      | 18,302,954  |   |      | 
|                                                                            |     |      |             |   |      | 
|Other Comprehensive Income - Foreign Currency Translation Adjustment        |     |      | 7,978,225   |   |      | 
|                                                                            |     |      |             |   |      | 
|Total Comprehensive Income                                                  |     |      | 26,281,179  |   |      | 
|                                                                            |     |      |             |   |      | 
|Less:                                                                       |     |      |             |   |      | 
|Net income attributable to Noncontrolling Interest In Subsidiaries          |     |      | 1,631,135   |   |      | 
|                                                                            |     |      |             |   |      | 
|Other Comprehensive Income Attributable to Non-controlling Interest's Share |     |      | 798,875     |   |      | 
|                                                                            |     |      |             |   |      | 
|Total Comprehensive Income Attributable to Non-controlling Interest's Share |     |      | 2,430,010   |   |      | 
|                                                                            |     |      |             |   |      | 
|Net Income Attributable to Stockholders                                     |     |      | 16,671,819  |   |      | 
|                                                                            |     |      |             |   |      | 
|Other Comprehensive Income Attributable to Stockholders                     |     |      | 7,179,350   |   |      | 
|                                                                            |     |      |             |   |      | 
|Total Comprehensive Income Attributable to Stockholders                     |     |      | 23,851,169  |   |      | 
|                                                                            |     |      |             |   |      | 
|Weighted average common share - Basic                                       |     |      | 19,304,921  |   |      | 
|                                                                            |     |      |             |   |      | 
|Weighted average common share - Diluted                                     |     |      | 19,304,921  |   |      | 
|                                                                            |     |      |             |   |      | 
|EPS - Basic                                                                 |     |      | 0.86        |   |      | 
|                                                                            |     |      |             |   |      | 
|EPS - Diluted                                                               |     |      | 0.86        |   |      | 

The accompanying notes are an integral
part of these financial statements



36









|SORL Auto Parts, Inc. and Subsidiaries      
|--------------------------------------------
|Consolidated Statements of Cash Flows       
|For Years Ended on December 31,2011 and 2010



|                                                                 |  |     |  |      |             |   |      | 
|---------------------------------------------------------------- |  | --- |  | ---- | ----------- | - | ---- | 
|                                                                 |  |     |  | 2011 |             |   | 2010 | 
|                                                                 |  |     |  |      |             |   |      | 
|Cash Flows from Operating Activities                             |  |     |  |      |             |   |      | 
|Net Income                                                       |  | US$ |  |      | 18,302,954  |   |      | 
|Adjustments to reconcile net income (loss) to net cash           |  |     |  |      |             |   |      | 
|from operating activities:                                       |  |     |  |      |             |   |      | 
|Bad Debt Expense                                                 |  |     |  |      | 542,585     |   |      | 
|Depreciation and Amortization                                    |  |     |  |      | 7,224,777   |   |      | 
|Changes in Assets and Liabilities:                               |  |     |  |      |             |   |      | 
|Accounts Receivable                                              |  |     |  |      | (9,026,257  | ) |      | 
|Bank acceptance notes from customers                             |  |     |  |      | 10,466,157  |   |      | 
|Other Current Assets                                             |  |     |  |      | (1,509,742  | ) |      | 
|Inventory                                                        |  |     |  |      | (22,220,187 | ) |      | 
|Prepayments                                                      |  |     |  |      | 2,170,550   |   |      | 
|Deferred tax assets                                              |  |     |  |      | (182,516    | ) |      | 
|Accounts Payable and Bank acceptance notes to vendors            |  |     |  |      | 4,026,414   |   |      | 
|Income Tax Payable                                               |  |     |  |      | (937,270    | ) |      | 
|Deposits Received from Customers                                 |  |     |  |      | (2,723,038  | ) |      | 
|Other Current Liabilities and Accrued Expenses                   |  |     |  |      | 1,460,858   |   |      | 
|Deferred tax liabilities                                         |  |     |  |      | 54,235      |   |      | 
|Net Cash Flows from Operating Activities                         |  |     |  |      | 7,649,520   |   |      | 
|                                                                 |  |     |  |      |             |   |      | 
|Cash Flows from Investing Activities                             |  |     |  |      |             |   |      | 
|Acquisition of Property and Equipment                            |  |     |  |      | (9,226,314  | ) |      | 
|Proceeds of disposal of fixed assets                             |  |     |  |      | 920,043     |   |      | 
|Acquisition of automotive parts business                         |  |     |  |      | -           |   |      | 
|Acquisition of Intangible Assets                                 |  |     |  |      | (764        | ) |      | 
|Net Cash Flows from Investing Activities                         |  |     |  |      | (8,307,035  | ) |      | 
|                                                                 |  |     |  |      |             |   |      | 
|Cash Flows from Financing Activities                             |  |     |  |      |             |   |      | 
|Proceeds from (Repayment of) Bank Loans                          |  |     |  |      | (658,836    | ) |      | 
|Proceeds from capital lease obligations, net of security deposit |  |     |  |      | 11,157,882  |   |      | 
|Proceeds from Share Issuance                                     |  |     |  |      | -           |   |      | 
|Capital contributed by Minority Stockholders                     |  |     |  |      | -           |   |      | 
|                                                                 |  |     |  |      |             |   |      | 
|Net Cash flows from Financing Activities                         |  |     |  |      | 10,499,046  |   |      | 
|                                                                 |  |     |  |      |             |   |      | 
|Effects on changes in foreign exchange rate                      |  |     |  |      | 584,083     |   |      | 
|                                                                 |  |     |  |      |             |   |      | 
|Net Change in Cash and Cash Equivalents                          |  |     |  |      | 10,425,614  |   |      | 
|                                                                 |  |     |  |      |             |   |      | 
|Cash and Cash Equivalents- Beginning of the year                 |  |     |  |      | 6,691,078   |   |      | 
|                                                                 |  |     |  |      |             |   |      | 
|Cash and cash Equivalents - End of the year                      |  | US$ |  |      | 17,116,692  |   |      | 
|                                                                 |  |     |  |      |             |   |      | 
|                                                                 |  |     |  |      |             |   |      | 
|Supplemental Cash Flow Disclosures:                              |  |     |  |      |             |   |      | 
|Interest Paid                                                    |  |     |  |      | 2,480,385   |   |      | 
|Tax Paid                                                         |  |     |  |      | 3,730,029   |   |      | 

The accompanying notes are an integral
part of these financial statements



37











|SORL Auto Parts, Inc. and Subsidiaries                    
|----------------------------------------------------------
|Consolidated Statements of Changes in Stockholders' Equity
|For Years Ended on December 31,2011 and 2010              





|                                                                          |  |          |            |  |        |  |        |            |  |  |             |   |  |           |           |  |               |  |            |               |  |  |                |  |  |        |            
|------------------------------------------------------------------------- |  | -------- | ---------- |  | ------ |  | ------ | ---------- |  |  | ----------- | - |  | --------- | --------- |  | ------------- |  | ---------- | ------------- |  |  | -------------- |  |  | ------ | -----------
|                                                                          |  | Number   |            |  | Common |  |        | Additional |  |  | Reserves    |   |  | Retained  |           |  | Accumu. Other |  |            |               |  |  |                |  |  |        |            
|                                                                          |  | of Share |            |  | Stock  |  |        | Paid-in    |  |  |             |   |  | Earnings  |           |  | Comprehensive |  |            | Shareholders' |  |  | Noncontrolling |  |  | Total  |            
|                                                                          |  |          |            |  |        |  |        | Capital    |  |  |             |   |  | (Deficit) |           |  | Income        |  |            | Equity        |  |  | Interest       |  |  | Equity |            
|Beginning
    Balance - January 1, 2010                                   |  |          | 18,304,921 |  |        |  | 36,609 |            |  |  | 55,268,604  |   |  |           | 4,554,601 |  |               |  | 51,390,409 |               |  |  | 10,939,703     |  |  |        | 122,189,926
|                                                                          |  |          |            |  |        |  |        |            |  |  |             |   |  |           |           |  |               |  |            |               |  |  |                |  |  |        |            
|Net Income                                                                |  |          |            |  |        |  |        |            |  |  |             |   |  |           |           |  |               |  | 20,368,823 |               |  |  |                |  |  |        | 20,368,823 
|                                                                          |  |          |            |  |        |  |        |            |  |  |             |   |  |           |           |  |               |  |            |               |  |  |                |  |  |        |            
|Other Comprehensive Income(Loss)                                          |  |          |            |  |        |  |        |            |  |  |             |   |  |           |           |  |               |  |            |               |  |  | 3,791,904      |  |  |        | 3,791,904  
|                                                                          |  |          |            |  |        |  |        |            |  |  |             |   |  |           |           |  |               |  |            |               |  |  |                |  |  |        |            
|Common stock issued in
    public offering                                |  |          | 1,000,000  |  |        |  | 2,000  |            |  |  | 9,397,978   |   |  |           |           |  |               |  |            |               |  |  |                |  |  |        | 9,399,978  
|                                                                          |  |          |            |  |        |  |        |            |  |  |             |   |  |           |           |  |               |  |            |               |  |  |                |  |  |        |            
|Capital contributed by
    Minority S/H                                   |  |          |            |  |        |  |        |            |  |  |             |   |  |           |           |  |               |  |            |               |  |  |                |  |  |        |            
|                                                                          |  |          |            |  |        |  |        |            |  |  |             |   |  |           |           |  |               |  |            |               |  |  |                |  |  |        |            
|Acquisition of the automotive
    parts business of Ruili Group Co., Ltd. |  |          |            |  |        |  |        |            |  |  | (22,467,568 | ) |  |           |           |  |               |  |            |               |  |  |                |  |  |        | (22,467,568
|                                                                          |  |          |            |  |        |  |        |            |  |  |             |   |  |           |           |  |               |  |            |               |  |  |                |  |  |        |            
|Transfer
    to reserve                                                   |  |          |            |  |        |  |        |            |  |  |             |   |  |           | 2,086,946 |  |               |  | (2,086,946 | )             |  |  |                |  |  |        | -          
|                                                                          |  |          |            |  |        |  |        |            |  |  |             |   |  |           |           |  |               |  |            |               |  |  |                |  |  |        |            
|Ending
    Balance - December 31, 2010                                    |  |          | 19,304,921 |  |        |  | 38,609 |            |  |  | 42,199,014  |   |  |           | 6,641,547 |  |               |  | 69,672,286 |               |  |  | 14,731,607     |  |  |        | 133,283,063













|                                                 |  |          |            |  |        |  |        |            |  |  |            |  |  |           |           |  |               |  |            |               |  |  |                |  |  |        |            
|------------------------------------------------ |  | -------- | ---------- |  | ------ |  | ------ | ---------- |  |  | ---------- |  |  | --------- | --------- |  | ------------- |  | ---------- | ------------- |  |  | -------------- |  |  | ------ | -----------
|                                                 |  | Number   |            |  | Common |  |        | Additional |  |  | Reserves   |  |  | Retained  |           |  | Accumu. Other |  |            |               |  |  |                |  |  |        |            
|                                                 |  | of Share |            |  | Stock  |  |        | Paid-in    |  |  |            |  |  | Earnings  |           |  | Comprehensive |  |            | Shareholders' |  |  | Noncontrolling |  |  | Total  |            
|                                                 |  |          |            |  |        |  |        | Capital    |  |  |            |  |  | (Deficit) |           |  | Income        |  |            | Equity        |  |  | Interest       |  |  | Equity |            
|Beginning Balance
    - January 1, 2011          |  |          | 19,304,921 |  |        |  | 38,609 |            |  |  | 42,199,014 |  |  |           | 6,641,547 |  |               |  | 69,672,286 |               |  |  | 14,731,607     |  |  |        | 133,283,063
|                                                 |  |          |            |  |        |  |        |            |  |  |            |  |  |           |           |  |               |  |            |               |  |  |                |  |  |        |            
|Net Income                                       |  |          |            |  |        |  |        |            |  |  |            |  |  |           |           |  |               |  | 16,671,819 |               |  |  |                |  |  |        | 16,671,819 
|                                                 |  |          |            |  |        |  |        |            |  |  |            |  |  |           |           |  |               |  |            |               |  |  |                |  |  |        |            
|Other Comprehensive Income(Loss)                 |  |          |            |  |        |  |        |            |  |  |            |  |  |           |           |  |               |  |            |               |  |  | 7,179,350      |  |  |        | 7,179,350  
|                                                 |  |          |            |  |        |  |        |            |  |  |            |  |  |           |           |  |               |  |            |               |  |  |                |  |  |        |            
|Capital contributed by
    Minority Stockholders |  |          |            |  |        |  |        |            |  |  |            |  |  |           |           |  |               |  |            |               |  |  |                |  |  |        |            
|                                                 |  |          |            |  |        |  |        |            |  |  |            |  |  |           |           |  |               |  |            |               |  |  |                |  |  |        |            
|Transfer to reserve                              |  |          |            |  |        |  |        |            |  |  |            |  |  |           | 1,733,845 |  |               |  | (1,733,845 | )             |  |  |                |  |  |        | -          
|                                                 |  |          |            |  |        |  |        |            |  |  |            |  |  |           |           |  |               |  |            |               |  |  |                |  |  |        |            
|Ending Balance - December 31, 2011               |  |          | 19,304,921 |  |        |  | 38,609 |            |  |  | 42,199,014 |  |  |           | 8,375,392 |  |               |  | 84,610,260 |               |  |  | 21,910,957     |  |  |        | 157,134,232









The accompanying notes are an integral part of these financial
statements





38









NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - DESCRIPTION OF BUSINESS



SORL Auto Parts, Inc.( “the Company”)
is principally engaged in the manufacture and distribution of vehicle brake systems and other key safety-related components, through
its 90% ownership of Ruili Group Ruian Auto Parts Company Limited (“Ruian”) in the People’s Republic of China
(“PRC” or “China”) and 60% ownership of SORL International Holding, Ltd. ("SIH") in Hong Kong.
The Company distributes products both in China and internationally under SORL trademarks. The Company’s product range includes
65 categories and over 2000 different specifications.



On November 11, 2009, the Company entered
into a joint venture agreement with MGR, a Hong Kong-based global auto parts distribution specialist firm and a Taiwanese
investor. The new joint venture was named SORL International Holding, Ltd. ("SIH"). SORL holds a 60% interest in the
joint venture, MGR holds a 30% interest, and the Taiwanese investor holds a 10% interest. SIH is primarily devoted to expanding
SORL's international sales network in Asia-Pacific and creating a larger footprint in Europe, the Middle East and Africa with a
target to create a truly global distribution network. Based in Hong Kong, SIH is expanding and establishing channels of distribution
in international markets with SORL's primary products, including spring brake chambers, clutch servos, air dryers, relay valves
and hand brake valves.



On February 8, 2010, the Company sold 1,000,000
shares of its common stock to selected institutional investors at a price of $10.00 per share pursuant to a registered direct offering.
This transaction provided net proceeds of approximately $9.4 million. On March 9, 2010, through Fairford, SORL invested $9.349
million in its operating subsidiary, the Joint Venture To maintain its 10% shareholding in the Joint Venture, the Ruili Group increased
its capital investment by $1.039 million. Accordingly, SORL continues to hold a 90% controlling interest in the operating subsidiary.



On August 31, 2010, the Company, through
the Joint Venture, executed an Agreement to acquire the assets of the hydraulic brake, power steering, and automotive electrical
operations of the Ruili Group (the "Seller", a related party under common control). As a result of this acquisition,
the Company's product offerings expanded to both commercial and passenger vehicles' brake systems and other key safety-related
auto parts. The purchase price was RMB 170 million, or approximately USD$25 million. The transaction was accounted for using the
book value of assets acquired, consisting primarily of machinery and equipment, inventory, accounts receivable and patent rights,
used or usable in connection with the acquired segment of the auto parts business of the Seller. The Company purchased the machinery
and equipment, inventory, accounts receivable at book values of $8.0 million, $8.0 million and $5.2 million, respectively. The
Company did not acquire any of the assets of the Seller other than those in the segment of Seller's business described above. The
excess of consideration over the carrying value of net assets received has been recorded as a decrease in the additional paid-in
capital of the Company.



The acquisition was accounted for as a transaction
between the entities under common control because the CEO of the Company owns 63% of the registered capital of Ruili Group Co.,
Ltd., and owns more than 50% of the outstanding common stock of SORL, together with his wife and brother. This results in the acquisition
being accounted for using the historical costs of the financial statements of the Seller. The consolidated financial statements
have been prepared as if the acquisition took place at the earliest time presented, that is, as of January 1, 2009. The assets
purchase was deemed to be the acquisition of a business.





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



a. ACCOUNTING METHOD



The Company uses the accrual method of accounting
for financial statement and tax return purposes.



b. PRINCIPLES OF CONSOLIDATION





39









The consolidated financial statements include
the accounts of SORL Auto Parts, Inc. and its majority owned subsidiaries. All significant inter-company balances and transactions
have been eliminated in the consolidation.



c. USE OF ESTIMATES



The preparation of financial statements
in conformity with U.S generally accepted accounting principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of
the outcome for these items based on historical trends and other information available when the financial statements are prepared.
Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period
when new information becomes available to management. Actual results could differ from those estimates.



d. FAIR VALUE OF FINANCIAL INSTRUMENTS



For certain of the Company’s financial
instruments, including cash and cash equivalents, trade receivables and payables, prepaid expenses, deposits and other current
assets, short-term bank borrowings, and other payables and accruals, the carrying amounts approximate fair values due to their
short maturities.



e. RELATED PARTY TRANSACTIONS



A related party is generally defined as
(i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s
management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or
(iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to
be a related party transaction when there is a transfer of resources or obligations between related parties. The Company conducts
business with its related parties in the ordinary course of business. All transactions have been recorded at fair market value
of the goods and services exchanged.



f. FINANCIAL RISK FACTORS AND FINANCIAL
RISK MANAGEMENT



The Company is exposed to the following
risk factors:



(i) Credit risks - The Company has policies
in place to ensure that sales of products are made to customers with an appropriate credit history. The Company performs ongoing
credit evaluations with respect to the financial condition of its creditors, but does not require collateral. In order to determine
the value of the Company’s accounts receivable, the Company records a provision for doubtful accounts to cover probable credit
losses. Management reviews and adjusts this allowance periodically based on historical experience and its evaluation of the collection
of outstanding accounts receivable. The Company has two customers that each respectively account for more than 5.0% of its total
revenues for the period. The Company also has a concentration of credit risk due to geographic sales as a majority of its products
are marketed and sold in the PRC.

(ii) Liquidity risks - Prudent liquidity risk
management implies maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities
and ability to close out market positions.

(iii) Interest rate risk - The interest rate
and terms of repayments of short-term and long-term bank borrowings are approximately 7.0% per annum. The Company’s income
and cash flows are substantially independent of changes in market interest rates. The Company has no significant interest-bearing
assets. The Company’s policy is to maintain all of its borrowings in fixed rate instruments.



g. CASH AND CASH EQUIVALENTS



The Company considers all highly liquid
instruments purchased with an original maturity of three months or less to be cash equivalents.



h. INVENTORIES





40









Inventories are stated at the lower of cost
or net realizable value, with cost computed on a weighted-average basis. Cost includes all costs of purchase, cost of conversion
and other costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated
selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make
the sale. The Company has made salability evaluation and did not find material impairment as December 31, 2011.



| | i. | PROPERTY, PLANT AND EQUIPMENT
| | -- | -----------------------------



Property, plant and equipment are stated
at cost less accumulated depreciation and impairment losses. The initial cost of the asset comprises its purchase price and any
directly attributable costs of bringing the asset to its working condition and location for its intended use. Depreciation is provided
using the straight-line method over the estimated useful life of the respective assets as follows:



|Category                |  | Estimated Useful Life(Years)
|----------------------- |  | ----------------------------
|Buildings               |  | 10-20                       
|Machinery and equipment |  | 5-10                        
|Electronic equipment    |  | 5                           
|Motor Vehicles          |  | 5-10                        



Significant improvements and betterments
are capitalized where it is probable that the expenditure resulted in an increase in the future economic benefits expected to be
obtained from the use of the asset beyond its originally assessed standard of performance. Routine repairs and maintenance are
expensed when incurred. Gains and losses on disposal of fixed assets are recognized in the income statement based on the net disposal
proceeds less the carrying amount of the assets.



j. LAND USE RIGHTS



According to the law of China, the government
owns all the land in China. Companies or individuals are authorized to possess and use the land only through land use rights granted
by the Chinese government. Land use rights are being amortized using the straight-line method over its useful lives. The land use
rights is amortized on a straight-line basis over the estimated useful life of 45 years.



According to the law of China, the government
owns all the land in China. Companies and individuals are authorized to possess and use the land only through land use rights granted
by the Chinese government. The Company purchased the land use rights from Ruili Group for approximately $13.9 million on September
28, 2007. The Company has not yet obtained the land use right certificate.



k. IMPAIRMENT OF LONG-LIVED ASSETS



Long-lived assets, such as property, plant
and equipment and other non-current assets, including intangible assets, are reviewed periodically for impairment whenever events
or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss is recognized
when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment
exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying
value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external
appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value.



l. INTANGIBLE ASSETS





41









Intangible assets represent mainly the patent
of technology, plus the computer software. Intangible assets are measured initially at cost. Intangible assets are recognized if
it is probable that the future economic benefits that are attributable to the asset will flow to the enterprise and the cost of
the asset can be measured reliably. After initial recognition, intangible assets are measured at cost less any impairment losses.
Intangible assets with definite useful lives are amortized on a straight-line basis over their useful lives.



m. ACCOUNTS RECEIVABLES AND ALLOWANCE
FOR BAD DEBTS



The Company presents accounts receivables,
net of allowances for doubtful accounts and returns, to ensure accounts receivable are not overstated due to uncollection. Accounts
receivables generated from credit sales have general credit terms of 90 days for domestic aftermarket customers.



The allowances are calculated based on a
detailed review of certain individual customer accounts, historical rates and an estimation of the overall economic conditions
affecting the Company’s customer base. The Company reviews a customer’s credit history before extending credit. If
the financial condition of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional
allowances may be required.



The Company will write off the uncollectible
receivables once the customers are bankrupt or there is a remote possibility that the Company will collect the outstanding balance.
The write-off must be reported to the local tax authorities and receive official approval from them. To date, the Company has not
written off any account receivable.



n. NOTES RECEIVABLE



Notes receivable generally due within 30
to 60 days are issued by some customers to pay certain outstanding receivable balances to the Company with specific payment terms
and definitive due dates. Notes receivable do not bear interest.



o. REVENUE RECOGNITION



Revenue from the sale of goods is recognized
when the risks and rewards of ownership of the goods have transferred to the buyer including factors such as when persuasive evidence
of an arrangement exits, delivery has occurred, the sales price is fixed and determinable, and collection is probable. Revenue
consists of the invoice value for the sale of goods and services net of value-added tax (“VAT”), rebates and discounts
and returns. The Company nets sales return in gross revenue, i.e., the revenue shown in the income statement is the net sales.



p. INCOME TAXES



The Company accounts for income taxes under
the provision of FASB ASC 740-10 whereby deferred income tax assets and liabilities are computed for differences between the financial
statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted
tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances
are established when necessary; to reduce deferred income tax assets to the amount expected to be realized.



q. FOREIGN CURRENCY TRANSLATION



The Company maintains its books and accounting
records in Renminbi (“RMB”), the currency of the PRC, The Company’s functional currency is also RMB. The Company
has adopted FASB ASC 830-30 in translating financial statement amounts from RMB to the Company’s reporting currency, United
States dollars (“US$”). All assets and liabilities are translated at the current rate. The shareholders’ equity
accounts are translated at appropriate historical rate. Revenue and expenses are translated at the weighted average rates in effect
on the transaction dates.



Translation adjustments resulting from this
process are included in accumulated other comprehensive income in the statement of stockholders’ equity. Transaction gains
and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency
are include in the results of operations as incurred.





42







r. STOCK-BASED COMPENSATION



In December 2004, the Financial Accounting
Standards Board (“FASB”) issued FASB ASC 505-50. FASB ASC 505-50 revises FASB Statement No. 123 “Accounting for
Stock-Based Compensation” and supersedes APB Opinion No. 25 “Accounting for Stock Issued to Employees”. FASB
ASC 505-50requires all public and non-public companies to measure and recognize compensation expense for all stock-based payments
for services received at the grant-date fair value, with the cost recognized over the vesting period (or the requisite service
period). The Company has adopted FASB ASC 505-50as of January 1, 2005. Refer to Note 26: stock compensation plan for additional
information on our stock option plan and related stock-based compensation expense.



s. EMPLOYEES’ BENEFITS



Mandatory contributions are made to Government’s
health, retirement benefit and unemployment schemes at the statutory rates in force during the period, based on gross salary payments.
The cost of these payments is charged to the statement of income in the same period as the related salary costs.



t. RESEARCH AND DEVELOPMENT EXPENSES



Research and development costs are classified
as general and administrative expenses and are expensed as incurred.



u. SHIPPING AND HANDLING COSTS



Shipping and handling cost are classified
as selling expenses and are expensed as incurred.



v. ADVERTISING COSTS



Advertising costs are classified as selling
expenses and are expensed as incurred.



w. WARRANTY CLAIMS



The Company provides for the estimated cost
of product warranties when the products are sold. Such estimates of product warranties were based on, among other things, historical
experience, product changes, material expenses, service and transportation expenses arising from the manufactured product. Estimates
will be adjusted on the basis of actual claims and circumstances.



x. PURCHASE DISCOUNTS



Purchase discounts, if applicable, are netted
in the cost of goods sold.



y. LEASE COMMITMENTS



The Company has adopted FASB ASC 840. If
the lease terms meet one or all of the following four criteria, it will be classified as a capital lease, otherwise, it is an operating
lease: (1) The lease transfers the title to the lessee at the end of the term; (2) the lease contains a bargain purchase option;
(3) the lease term is equal to 75% of the estimated economic life of the leased property or more; (4) the present value of the
minimum lease payment in the term equals or exceeds 90% of the fair value of the leased property.



z. RECENTLY ISSUED FINANCIAL STANDARDS



In January 2010, the FASB issued Accounting
Standards Updated (ASU) No. 2010-06, “Improving Disclosures about Fair Value Measurements,” which amends ASC 820, “Fair
Value Measures and Disclosures.” ASU No. 2010-06 amends the ASC to require disclosure of transfers into and out of Level
1 and Level 2 fair value measurements, and also require more detailed disclosure about the activity within Level 3 fair value measurements.
The changes to the ASC as a result of this update are effective for annual and interim reporting periods beginning after December
15, 2009 (January 1, 2010 for the Company), except for the requirements related to Level 3 disclosures, which are effective for
annual and interim reporting periods beginning after December 15, 2010 (January 1, 2011 for the Company). This guidance requires
new disclosures only, and has had no impact on the Company’s consolidated financial statements.





43









In February 2010, the FASB issued ASU 2010-09,
Subsequent Events: Amendments to Certain Recognition and Disclosure Requirements, which amends FASB ASC Topic 855, Subsequent Events.
The update provides that SEC filers, as defined in ASU 2010-09, are no longer required to disclose the date through which subsequent
events have been evaluated in originally issued and revised financial statements. The update also requires SEC filers to evaluate
subsequent events through the date the financial statements are issued rather than the date the financial statements are available
to be issued. The Company adopted ASU 2010-09 upon issuance. The adoption of this ASU update has no material impact on the Company’s
financial statements.



In May 2011, the Financial Accounting Standards
Board (“FASB”) issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common
Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (ASU 2011-04). This newly issued accounting
standard clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value
measurements that are estimated using significant unobservable (Level 3) inputs. This ASU is effective on a prospective
basis for annual and interim reporting periods beginning on or after December 15, 2011. The adoption of this standard is not
expected to have a material impact on the Company’s consolidated financial statements.



In June 2011, the FASB issued ASU No. 2011-05,
“Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (ASU 2011-05). This newly issued accounting
standard: (1) eliminates the option to present the components of other comprehensive income as part of the statement of changes
in stockholders’ equity; (2) requires the consecutive presentation of the statement of net income and other comprehensive
income; and (3) requires an entity to present reclassification adjustments on the face of the financial statements from other
comprehensive income to net income. The amendments in this ASU do not change the items that must be reported in other comprehensive
income or when an item of other comprehensive income must be reclassified to net income nor do the amendments affect how earnings
per share is calculated or presented.



In December 2011, the FASB issued ASU No. 2011-12,
Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive
Income in Accounting Standards Update No. 2011-05, which defers the requirement within ASU 2011-05 to present on the face
of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of
net income and other comprehensive income for all periods presented. During the deferral, entities should continue to report reclassifications
out of accumulated other comprehensive income consistent with the presentation requirements in effect prior to the issuance of
ASU 2011-05. These ASUs are required to be applied retrospectively and are effective for fiscal years, and interim periods within
those years, beginning after December 15, 2011.. As these accounting standards do not change the items that must be reported
in other comprehensive income or when an item of other comprehensive income must be reclassified to net income, the adoption of
these standards is not expected to have an impact on our consolidated financial statements.



In December 2011, the FASB issued ASU 2011-11,
Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). This newly issued accounting standard
requires an entity to disclose both gross and net information about instruments and transactions eligible for offset in the statement
of financial position as well as instruments and transactions executed under a master netting or similar arrangement and was issued
to enable users of financial statements to understand the effects or potential effects of those arrangements on its financial position.
This ASU is required to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning
on or after January 1, 2013. As this accounting standard only requires enhanced disclosure, the adoption of this standard
is not expected to have an impact on our consolidated financial statements.







44









NOTE 3 - RELATED PARTY TRANSACTIONS



The Company continued to purchase certain
automotive products and packaging materials from the Ruili Group Co., Ltd. The Ruili Group Co., Ltd., is the minority shareholder
of Ruian and is controlled by the Zhang family, who is also the controlling party of the Company. The Company sold certain automotive
products to Guangzhou Kormee Vehicle brake technology development Co., Ltd., which is controlled by the Ruili Group Co., Ltd.



The following related party transactions
occurred for the fiscal year ended December 31, 2011 and 2010:



|                      |  | December 31, |          
|--------------------- |  | ------------ | ---------
|                      |  | 2011         |          
|PURCHASES FROM:       |  |              |          
|Ruili Group Co., Ltd. |  | $            | 6,392,197
|Total Purchases       |  | $            | 6,392,197
|                      |  |              |          
|SALES TO:             |  |              |          
|Ruili Group Co., Ltd. |  |              | 2,392,090
|Total Sales           |  | $            | 2,392,090
|                      |  |              |          



|                                             |  | December 31, |        
|-------------------------------------------- |  | ------------ | -------
|                                             |  | 2011         |        
|OTHER ACCOUNTS RECEIVABLE TO RELATED PARTIES |  |              |        
|MGR Hong Kong Limited                        |  | $            | —      
|Total                                        |  | $            | —      
|                                             |  |              |        
|ACCOUNTS PAYABLE TO RELATED PARTIES          |  |              |        
|Ruili Group Co., Ltd.                        |  | $            | 524,148
|Total                                        |  | $            | 524,148
|                                             |  |              |        
|OTHER PAYABLES TO RELATED PARTIES            |  |              |        
|MGR Hong Kong Limited                        |  |              | 25,559 
|Ruili Group Co., Ltd.                        |  | $            | 118,391
|Total                                        |  | $            | 143,950
|                                             |  |              |        





45









NOTE 4 - ACCOUNTS RECEIVABLE



The changes in the allowance for doubtful
accounts at December 31, 2011 and December 31, 2010 were summarized as follows:



|                           |  | December 31,
    2011 |         |  | December 31, 2010 |  
|-------------------------- |  | --------------------- | ------- |  | ----------------- | -
|Beginning balance          |  | $                     | 319,687 |  |                   | $
|Add: Increase to allowance |  |                       | 572,768 |  |                   |  
|Less: Accounts written off |  |                       | —       |  |                   |  
|                           |  |                       |         |  |                   |  
|Ending balance             |  | $                     | 892,455 |  |                   | $



|                                      |  |   | December 31, 2011 |   |  |   | December 31, 2010 |  
|------------------------------------- |  | - | ----------------- | - |  | - | ----------------- | -
|Accounts receivable                   |  | $ | 66,236,896        |   |  | $ | 54,488,543        |  
|Less: allowance for doubtful accounts |  |   | (892,455          | ) |  |   | (319,687          | )
|                                      |  |   |                   |   |  |   |                   |  
|Account receivable balance, net       |  | $ | 65,344,441        |   |  | $ | 54,168,856        |  



NOTE 5 - INVENTORIES



On December 31, 2011 and December 31, 2010,
inventories consisted of the following:







|                |  | December 31, 2011 |            |  | December 31, 2010 |  
|--------------- |  | ----------------- | ---------- |  | ----------------- | -
|Raw Material    |  | $                 | 13,019,592 |  |                   | $
|Work in process |  |                   | 16,576,415 |  |                   |  
|Finished Goods  |  |                   | 26,781,549 |  |                   |  
|Total Inventory |  | $                 | 56,377,556 |  |                   | $



NOTE 6 - PROPERTY, PLANT AND EQUIPMENT



Property, plant and equipment consisted of
the following, on December 31, 2011 and December 31, 2010:



|                                   |  | December 31, 2011 |             |   | December 31, 2010 |  
|---------------------------------- |  | ----------------- | ----------- | - | ----------------- | -
|Machinery                          |  | $                 | 49,879,491  |   |                   | $
|Molds                              |  |                   | 1,384,825   |   |                   |  
|Office equipment                   |  |                   | 1,439,305   |   |                   |  
|Vehicle                            |  |                   | 1,853,111   |   |                   |  
|Building                           |  |                   | 8,888,723   |   |                   |  
|Machinery held under capital lease |  |                   | 18,166,087  |   |                   |  
|Construction in progress           |  |                   | 1,503,200   |   |                   |  
|Sub-Total                          |  |                   | 83,114,742  |   |                   |  
|                                   |  |                   |             |   |                   |  
|Less: Accumulated depreciation     |  |                   | (30,905,671 | ) |                   |  
|                                   |  |                   |             |   |                   |  
|Fixed Assets, net                  |  | $                 | 52,209,071  |   |                   | $





46









Depreciation expense charged to operations
was $6,739,711 and $4,934,712 for the fiscal year ended December 31, 2011 and 2010, respectively.



NOTE 7 -LEASEHOLD IMPROVEMENTS







|                                        |  | 2011 |          |   | 2010 |  
|--------------------------------------- |  | ---- | -------- | - | ---- | -
|Cost:                                   |  | $    | 517,011  |   |      | $
|Less: Accumulated amortization:         |  |      | (141,407 | ) |      |  
|Leasehold Improvements In Progress, net |  | $    | 375,604  |   |      | $



By law and practice, when improvements are
made to real property and those improvements are permanently affixed to the property, the title to those improvements automatically
transfers to the owner of the property. The lessee’s interest in the improvements is not a direct ownership interest but
rather it is an intangible right to use and benefit from the improvements during the term of the lease.The leasehold improvements are amortized over the lease term.



NOTE 8 – LAND USE RIGHTS



|                                |  | December 31,2011 |            |   | December 31,2010 |  
|------------------------------- |  | ---------------- | ---------- | - | ---------------- | -
|Cost:                           |  | $                | 16,677,470 |   |                  | $
|Less: Accumulated amortization: |  |                  | (1,566,392 | ) |                  |  
|Land use rights, net            |  | $                | 15,111,078 |   |                  | $





According to the law of China, the government
owns all the land in China. Companies and individuals are authorized to possess and use the land only through land use rights granted
by the Chinese government. The Company purchased the land use rights from Ruili Group for approximately $13.9 million on September
28, 2007. The Company has not yet obtained the land use right certificate. However, the Company has applied to obtain the
land use right certificate. Amortization expenses were $393,405 and $335,240 for the year of 2011 and 2010, respectively.

NOTE 9 - INTANGIBLE ASSETS



Gross intangible
assets were $175,871, less accumulated amortization of $92,237for net intangible assets of $83,634as of December 31, 2011. Gross intangible assets were $166,510,
less accumulated amortization of $71,868 for net intangible assets of $94,642 as of December 31, 2010. Amortization expenses were
$16,282 and $15,559 for the fiscal years ended December 31, 2011 and 2010 respectively. Future estimated amortization expense is
as follows:



|2012 |        | 2013 |   | 2014   |  | 2015 |        | 2016 |   | Thereafter
|---- | ------ | ---- | - | ------ |  | ---- | ------ | ---- | - | ----------
|$    | 16,743 |      | $ | 16,743 |  | $    | 13,574 |      | $ | 11,990    





47









NOTE 10 - PREPAYMENT



Prepayment consisted of the following as
of December 31, 2011 and December 31, 2010:



|                       |  | December 31, 2011 |           |  | December 31, 2010 |  
|---------------------- |  | ----------------- | --------- |  | ----------------- | -
|Raw material suppliers |  | $                 | 1,773,877 |  |                   | $
|Equipment purchase     |  |                   | 710,149   |  |                   |  
|                       |  |                   |           |  |                   |  
|Total prepayment       |  | $                 | 2,484,026 |  |                   | $





NOTE 11- DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES



Deferred tax assets as of December 31,
2011 and December 31, 2010 comprise the following:



|                                          |  | Dec 31, 2011 |         |  | Dec 31, 2010 | 
|----------------------------------------- |  | ------------ | ------- |  | ------------ | 
|Deferred tax assets - current             |  |              |         |  |              | 
|Provision                                 |  |              | 133,049 |  |              | 
|Subsidiary's operating loss carryforwards |  |              | ―       |  |              | 
|Warranty                                  |  |              | 578,225 |  |              | 
|Deferred tax assets                       |  |              | 711,274 |  |              | 
|Valuation allowance                       |  |              | ―       |  |              | 
|Net deferred tax assets - current         |  |              | 711,274 |  |              | 
|                                          |  |              |         |  |              | 
|Deferred tax liabilities - current        |  |              |         |  |              | 
|Revenue (net off cost)                    |  |              | 105,735 |  |              | 
|Deferred tax liabilities - current        |  |              | 105,735 |  |              | 
|                                          |  |              |         |  |              | 
|Net deferred tax assets - current         |  |              | 605,539 |  |              | 
|                                          |  |              |         |  |              | 
|Deferred tax liabilities - non-current    |  |              |         |  |              | 
|Land use right                            |  |              | 236,385 |  |              | 
|Deferred tax liabilities - non-current    |  |              | 236,385 |  |              | 





Deferred taxation is calculated under the
liability method in respect of taxation effect arising from all timing differences, which are expected with reasonable probability
to realize in the foreseeable future. The Company and its subsidiaries do not have income tax liabilities in U.S. as the Company
had no United States taxable income for the reporting period. The Company’s subsidiary registered in the PRC is subject to
income taxes within the PRC at the applicable tax rate.



NOTE 12 – BANK ACCEPTANCE NOTES TO VENDORS



Bank acceptance notes to vendors represent
accounts payable in the form of bills of exchange whose acceptances are guaranteed and settlements are handled by banks. From
time to time we receive bank acceptance notes payable to the Company from our customers, for goods we sell to those customers.
If the notes are not yet due and payable, we may exchange them at a bank in exchange for notes payable to our suppliers, and deliver
those notes to our vendors. In such cases, we pay a small service fee to the banks. The bank acceptance notes usually mature and
are payable to vendors by the banks in six months. The Company does not have to pay any interest to the banks on these notes.
The vendors would pay interest if they discounted the bank acceptance notes to vendors at the banks.





48









Bank acceptance notes to vendors were $5,589,678
and $966,373 as of December 31, 2011 and 2010, respectively. The Company has pledged bank acceptance notes from customers of $2,809,123
to secure the bank acceptance notes to vendors granted by banks. The maturity date of the bank acceptance notes to vendors was
from February 3, 2012 to June 23, 2012.







NOTE 13 -BANK LOANS



Bank loans represented the following as of
December 31, 2011 and December 31, 2010:

|                      |  | December 31, 2011 |             |   | December 31, 2010 |  
|--------------------- |  | ----------------- | ----------- | - | ----------------- | -
|                      |  |                   |             |   |                   |  
|Secured               |  | $                 | 16,448,527  |   |                   | $
|                      |  |                   |             |   |                   |  
|Less: Current portion |  | $                 | (16,448,527 | ) |                   | $
|                      |  |                   |             |   |                   |  
|Non-current portion   |  | $                 | —           |   |                   | $





The Company obtained those short
term loans from Bank of China, Agricultural Bank of China and Bank of Shanghai, respectively, to finance general working capital
as well as new equipment acquisition. The Company did not provide any guarantee to any other parties. Interest rate for the loans
ranged from 4.37% to 6.67% per annum. The maturity dates of the loans ranged from March 11, 2012 to May 15, 2012.



Corporate or personal guarantees were provided
for those bank loans as follows:

| | $8.9 M |  | Guaranteed by Ruili Group Co., Ltd., a related party;                                                                               
| | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------
| | $7.5 M |  | Guaranteed by Ruili Group Co., Ltd., a related party, Mr. Xiao
        Ping Zhang and Ms. Shu Ping Chi, both principal shareholders.



NOTE 14 - ACCRUED EXPENSES



Accrued expenses consisted of the following
as of December 31, 2011 and December 31, 2010:



|                          |  | December 31, 2011 |           |  | December 31, 2010 |  
|------------------------- |  | ----------------- | --------- |  | ----------------- | -
|                          |  |                   |           |  |                   |  
|Accrued payroll           |  | $                 | 1,626,544 |  |                   | $
|Accrued warranty expenses |  |                   | 3,854,832 |  |                   |  
|Other accrued expenses    |  |                   | 3,327,412 |  |                   |  
|Total accrued expenses    |  | $                 | 8,808,788 |  |                   | $





49









NOTE 15 –CAPITAL LEASE OBLIGATIONS



|                                |  | December 31, |            |   | December 31, |  
|------------------------------- |  | ------------ | ---------- | - | ------------ | -
|                                |  | 2011         |            |   | 2010         |  
|                                |  |              |            |   |              |  
|Total Capital Lease Obligations |  | $            | 12,774,390 |   |              | $
|                                |  |              |            |   |              |  
|Less: Current portion           |  | $            | (2,305,125 | ) |              | $
|                                |  |              |            |   |              |  
|Non-current portion             |  | $            | 10,469,265 |   |              | $





The capital lease obligation was under
the agreement with International Far Eastern Leasing Co., Ltd., which was disclosed in Note 7, for a term of 60 months and an interest
rate of 7.95% per annum, payable monthly in arrears. International Far Eastern Leasing Co., Ltd. is
the subsidiary of China Sinochem Corporation (the world's top 500 enterprises).As related to this transaction, the Company
made a security deposit of $1,879,890 to be refunded back to the Company after the end of the lease.







NOTE 16 – RESERVE



The reserve funds were comprised of the following:



|                               |  | December 31, |           |  | December 31, |  
|------------------------------ |  | ------------ | --------- |  | ------------ | -
|                               |  | 2010         |           |  | 2010         |  
|Statutory surplus reserve fund |  | $            | 8,375,392 |  |              | $
|Total                          |  | $            | 8,375,392 |  |              | $



Pursuant to the relevant laws and regulations
of Sino-foreign joint venture enterprises, the profits of the Company's subsidiary, which are based on their PRC statutory financial
statements, are available for distribution in the form of cash dividends after they have satisfied all the PRC tax liabilities,
provided for losses in previous years, and made appropriations to reserve funds, as determined at the discretion of the board of
directors in accordance with PRC accounting standards and regulations.



As stipulated by the relevant laws and regulations
for enterprises operating in the PRC, Ruian is required to make annual appropriations to the statutory surplus funds. In accordance
with the relevant PRC regulations and the articles of association of the respective companies, Ruian is required to allocate a
certain percentage of its profits after taxation, as determined in accordance with PRC accounting standards applicable to the Company,
to the statutory surplus reserve until such reserve reaches 50% of the registered capital of the Company.



50









Net income as reported in the US GAAP financial
statements differs from that as reported in the PRC statutory financial statements. In accordance with the relevant laws and regulations
in the PRC, the profits available for distribution are based on the statutory financial statements. If Ruian has foreign currency
available after meeting its operational needs, Ruian may make its profit distributions in foreign currency to the extent foreign
currency is available. Otherwise, it is necessary to obtain approval and convert such distributions at an authorized bank. The
reserve fund consists of retained earnings which have been allocated to the statutory reserve fund.



NOTE 17 - INCOME TAXES



The Joint Venture is registered in the PRC,
and is therefore subject to state and local income taxes within the PRC at the applicable tax rate on the taxable income as reported
in the PRC statutory financial statements in accordance with relevant income tax laws.



The Company increased its investment in the
Joint Venture as a result of its financing in December, 2006. In accordance with the Income Tax Law of the People's Republic of
China on Foreign-invested Enterprises and Foreign Enterprises, the Joint Venture is eligible for additional preferential tax treatment.
For the years 2007 and 2008, the Joint Venture entitled to an income tax exemption on all pre-tax income generated by the company
above its pre-tax income generated in the fiscal year 2006. Thereafter, the Joint Venture will enjoy a 50% exemption from the effective
income tax rate on any pre-tax income above its 2006 pre-tax income, to be recognized in the years 2009, 2010 and 2011. The
above taxation exemption was superseded, because the Joint Venture has been awarded the Chinese government's "High-Tech Enterprise"
designation. The High-Tech Enterprise certificate is valid for three years and provides for a reduced tax rate of 15% for years
2009 through 2011. So, the Company’s effective income tax rate will be 15% for years 2009 through 2011.



The reconciliation of the effective income
tax rate of the Joint Venture to the statutory income tax rate in the PRC for the fiscal year ended on December 31, 2011 and 2010
is as follows:



|                                                                            |  | December -31-2011 |        |   | December -31-2010 | 
|--------------------------------------------------------------------------- |  | ----------------- | ------ | - | ----------------- | 
|US Statutory income tax rate                                                |  |                   | 35.00  | % |                   | 
|Valuation allowance recognized with respect to the loss in the US company   |  |                   | -35.00 | % |                   | 
|HK Statutory income tax rate                                                |  |                   | 16.50  | % |                   | 
|Valuation allowance recognized with respect to the loss in those HK company |  |                   | -16.50 | % |                   | 
|China Statutory income tax rate                                             |  |                   | 25.00  | % |                   | 
|China Statutory income exemption                                            |  |                   | -10.00 | % |                   | 
|Tax refund                                                                  |  |                   | ―      |   |                   | 
|Other items                                                                 |  |                   | -2.29  | % |                   | 
|                                                                            |  |                   |        |   |                   | 
|Effective tax rate                                                          |  |                   | 12.71  | % |                   | 





51









|                                                                 |  |                  |            |   |                   |  
|---------------------------------------------------------------- |  | ---------------- | ---------- | - | ----------------- | -
|                                                                 |  | December-31-2011 |            |   | December -31-2010 |  
|Computed income tax provision at the statutory rate              |  | $                | 5,482,250  |   |                   | $
|Tax exemption                                                    |  |                  | (2,192,900 | ) |                   |  
|Tax refund                                                       |  |                  | ―          |   |                   |  
|Deferred tax provision                                           |  |                  | (128,281   | ) |                   |  
|Current period permanent differences and other reconciling items |  |                  | (497,017   | ) |                   |  
|Total income taxes                                               |  | $                | 2,664,052  |   |                   | $





Income taxes are calculated on a separate
entity basis. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for income tax purposes Significant components of the Company’s
net deferred tax assets and liabilities are approximately as follows at December 31, 2011. No valuation allowance is deemed necessary.
There currently is no tax benefit or burden recorded for the United States. The tax authority may examine the tax returns of the
Company three years after the year ended. In the year of 2011, there were no penalties and interest, which generally are recorded
in the general and administrative expenses or in the tax expenses. The provisions for income taxes for the years ended December
31, 2011 and 2010, respectively, are summarized as follows:



|         |  | 2011 |           |   | 2010 |  
|-------- |  | ---- | --------- | - | ---- | -
|         |  |      |           |   |      |  
|Current  |  | $    | 2,792,333 |   |      | $
|Deferred |  |      | (128,281  | ) |      |  
|         |  |      |           |   |      |  
|Total    |  | $    | 2,664,052 |   |      | $



The Company adopted the provisions of FASB
ASC 740-10, on January 1, 2007. As the result of the implementation of the FASB ASC 740-10, Accounting for Uncertainty in Income
Taxes – In Interpretation of FASB ASC 740-10, the Company recognized no material adjustments to unrecognized tax benefits.
At the adoption date of January 1, 2007 and as of December 31, 2011 and 2010, the Company has no unrecognized tax benefits.



NOTE 18 –NON-CONTROLLING
INTEREST IN SUBSIDIARIES



Non-controlling interest in subsidiaries
represents a 10% non-controlling interest, owned by Ruili Group Co., Ltd., in Ruian, and a 40% non-controlling interest, owned
by the Company’s Joint Venture Partners, in SIH. Net income attributable to non-controlling interest in subsidiaries amounted
to $1,631,135 and $2,041,245 for
the fiscal year ended December 31, 2011 and 2010, respectively.



|                                      |  | 2011 |           |   | 2010 |  
|------------------------------------- |  | ---- | --------- | - | ---- | -
|10% non-controlling interest in Ruian |  | $    | 1,926,495 |   |      | $
|40% non-controlling interest in SIH   |  | $    | (295,360  | ) |      |  
|                                      |  |      |           |   |      |  
|Total                                 |  | $    | 1,631,135 |   |      |  



NOTE 19 - LEASES



In December 2006, Ruian entered into a
lease agreement with Ruili Group Co., Ltd. for the lease of two apartment buildings. These two apartment buildings are for
Ruian’s management personnel and staff, respectively. The lease term is from January 2007 to December 2011 for one of
the apartment buildings and from January 2007 to December 2012 for the other. In December 2011, a new lease agreement was
signed for the lease of two apartment buildings. The lease term is from January 2012 to December 2016.





52









In May 2009, Ruian entered into a lease
agreement with Ruili Group Co., Ltd. for the lease of a manufacturing plant. The lease term is from September 2009 to May 2017.



In August 2009, SIH entered into a lease
agreement with MGR for the lease of an office with a five-year lease term. The leasehold improvements are amortized over the lease
term.



In August 2010, a new a lease agreement
was signed between Ruian and Ruili Group Co., Ltd., under which Ruian leased 32,410 square meters manufacturing plant for its new
purchased passenger vehicles brake systems business. The lease term is from September 2009 to August 2020.





The lease expenses were $1,204,399 and $849,119
for the year. Future minimum rental payments for the years ended December 31, are as follows:



|                            |  | 2012 |           |  | 2013 |   |           | 2014 |  |   | 2015      |  |  | 2016 |           |  | Thereafter |  
|--------------------------- |  | ---- | --------- |  | ---- | - | --------- | ---- |  | - | --------- |  |  | ---- | --------- |  | ---------- | -
|                            |  |      |           |  |      |   |           |      |  |   |           |  |  |      |           |  |            |  
|Operating Lease Commitments |  | $    | 1,131,091 |  |      | $ | 1,057,093 |      |  | $ | 1,057,093 |  |  | $    | 1,057,093 |  |            | $



NOTE 20 - ADVERTISING COSTS



Advertising costs are expensed as incurred
and are classified as selling expenses. Advertising costs were $346,621 and $1,303 for the fiscal years ended December 31, 2011
and 2010, respectively.



NOTE 21 - RESEARCH AND DEVELOPMENT EXPENSE



Research and development costs are expensed
as incurred and were $9,002,744 and $7,223,705 for the fiscal years ended December 31, 2011 and 2010, respectively.



NOTE 22 - WARRANTY CLAIMS



Warranty claims were $3,854,832 and $3,183,502
for the fiscal year ended on December 31, 2011 and 2010 respectively. The movement of accrued warranty expenses for fiscal year
2011 is as follows. Accrued warranty expenses are included in Accrued Expenses.



|Beginning balance at January 01, 2011                                                       |  |  | 3,183,502  |  
|------------------------------------------------------------------------------------------- |  |  | ---------- | -
|Aggregate reduction for payments made                                                       |  |  | (1,739,352 | )
|Aggregate increase for new warranties issued during current period                          |  |  | 2,410,682  |  
|Aggregate changes in the liability related to pre-existing warranties (changes in estimate) |  |  | ―          |  
|Ending balance at December 31, 2011:                                                        |  |  | 3,854,832  |  



NOTE 23– SEGMENT INFORMATION



The Company produces brake systems and other
related components (“commercial vehicles brake systems, etc.”) for different types of commercial vehicles. On
August 31, 2010, the Company through Ruian, executed an Asset Purchase Agreement to acquire, and purchased, a segment of the passenger
vehicle auto parts business (passenger vehicles brake systems, etc.) of Ruili Group Co., Ltd. As a result of this acquisition,
the Company's product offerings were expanded to both commercial and passenger vehicles' brake systems and other key safety-related
auto parts.





53









The Company has two operating segments:
commercial vehicles brake systems, etc. and passenger vehicles brake systems, etc.



All of the Company’s long-lived assets
are located in the PRC and Hong Kong. The Company and its subsidiaries do not have long-lived assets in the United States for the
reporting periods.



|                                                  |  | Year Ended December 31, |            
|------------------------------------------------- |  | ----------------------- | -----------
|                                                  |  | 2011                    |            
|                                                  |  |                         |            
|NET SALES TO EXTERNAL CUSTOMERS                   |  |                         |            
|Commercial vehicles brake systems                 |  | $                       | 170,583,984
|Passenger vehicles brake systems                  |  |                         | 46,204,534 
|                                                  |  |                         |            
|Net sales                                         |  | $                       | 216,788,518
|INTERSEGMENT SALES                                |  |                         |            
|Commercial vehicles brake systems                 |  | $                       | —          
|Passenger vehicles brake systems                  |  |                         | —          
|                                                  |  |                         |            
|Intersegment sales                                |  | $                       | —          
|GROSS PROFIT                                      |  |                         |            
|Commercial vehicles brake systems                 |  | $                       | 48,735,731 
|Passenger vehicles brake systems                  |  |                         | 11,268,062 
|All other                                         |  |                         | —          
|Gross profit                                      |  | $                       | 60,003,793 
|Selling and distribution expenses                 |  |                         | 14,290,988 
|General and administrative expenses               |  |                         | 13,818,136 
|Research and development expenses                 |  |                         | 9,002,744  
|Financial Expenses                                |  |                         | 3,217,155  
|Income (loss) from operations                     |  |                         | 19,674,770 
|Other income (expense), net                       |  |                         | 1,292,236  
|Income (loss) before income tax expense (benefit) |  | $                       | 20,967,006 
|CAPITAL EXPENDITURE                               |  |                         |            
|Commercial vehicles brake systems                 |  | $                       | 7,289,392  
|Passenger vehicles brake systems                  |  |                         | 1,937,686  
|                                                  |  |                         |            
|Total                                             |  | $                       | 9,227,078  
|DEPRECIATION AND AMORTIZATION                     |  |                         |            
|Commercial vehicles brake systems                 |  | $                       | 5,707,574  
|Passenger vehicles brake systems                  |  |                         | 1,517,203  
|                                                  |  |                         |            
|Total                                             |  | $                       | 7,224,777  
|                                                  |  |                         |            





54









|                                  |  | 31-Dec-11 |             |  | 31-Dec-10 |  
|--------------------------------- |  | --------- | ----------- |  | --------- | -
|                                  |  |           |            
|TOTAL ASSETS                      |  |           |             |  |           |  
|Commercial vehicles brake systems |  | $         | 185,276,912 |  |           | $
|Passenger vehicles brake systems  |  |           | 49,250,825  |  |           |  
|                                  |  |           |             |  |           |  
|Total                             |  | $         | 234,527,737 |  |           | $
|                                  |  |           |             |  |           |  
|                                  |  |           |             |  |           |  



|                                  |  | 31-Dec-11 |            |  | 31-Dec-10 |  
|--------------------------------- |  | --------- | ---------- |  | --------- | -
|                                  |  |           |           
|LONG LIVED ASSETS                 |  |           |            |  |           |  
|Commercial vehicles brake systems |  | $         | 55,030,829 |  |           | $
|Passenger vehicles brake systems  |  |           | 14,628,448 |  |           |  
|                                  |  |           |            |  |           |  
|Total                             |  | $         | 69,659,277 |  |           | $







55









All of the Company’s long-lived assets
are located in the PRC and Hong Kong. The Company and its subsidiaries do not have long-lived assets in the United States for the
reporting periods.



NOTE 24 – PURCHASE DISCOUNT



Purchase discounts represent discounts received
from vendors for purchasing raw materials. The Company did not receive any purchase discounts for the
fiscal year ended on December 31, 2011 and 2010.



NOTE 25 – SHIPPING AND HANDLING COSTS



Shipping and handling costs incurred by the
Company are included in selling expenses in the accompanying consolidated statements of income. Shipping and handling costs
were $4,481,592 and $3,881,842 for thefiscal year ended on December 31, 2011 and 2010, respectively.



NOTE 26 - STOCK COMPENSATION PLAN

The amortization of deferred stock-based
compensation was both $0 for thefiscal year ended December 31, 2011 and 2010, respectively.There
were no options or warrants outstanding as of December 31, 2011.



NOTE 27 - COMMITMENTS AND CONTINGENCIES



(1) According to the law of China, the government
owns all the land in China. Companies and individuals are authorized to possess and use the land only through land use rights granted
by the Chinese government. The Company purchased the land use rights from Ruili Group for approximately $13.9 million on September
28, 2007. The Company has not yet obtained the land use right certificate.

(2) The information of lease commitments
is provided in Note 15.



NOTE 28 - OFF-BALANCE SHEET ARRANGEMENTS



At December 31, 2011, we do not have any
material commitments for capital expenditures or have any transactions, obligations or relationships that could be considered off-balance
sheet arrangements.



NOTE 29 – RECLASSIFICATION OF PRIOR YEAR FINANCIAL
STATEMENTS



Forthefiscal year ended December 31, 2011, the Company has reclassified Research and Development Expenses and Deferred Tax Assets/Liabilities
to facilitate a year over year comparison with the same period of 2010.



NOTE 30 – THE ACQUISITION AND COMBINATION OF OPERATIONS
REPORTING



All of the allocations and estimates in
the Consolidated Financial Statements are based on assumptions that management believes are reasonable under the circumstances.
However, these allocations and estimates are not necessarily indicative of the costs and expenses that would have resulted if the
business we acquired from the Seller had been operated as a part of SORL for periods prior to the combination/acquisition.



NOTE 31 –BUSINESS
ACQUISITION



On August 31, 2010, the Company through
Ruian, executed an Asset Purchase Agreement to acquire, and purchased the assets of the hydraulic brake, power steering, and automotive
electrical operations parts business of the Seller.  Consideration paid amounted to RMB 170 million or approximately
USD$25 million. The acquisition has been accounted for as a common control transaction at carrying amounts. The excess of consideration
over the carrying value of net assets received has been recorded as a decrease in the additional paid-in capital of the Company.



56









NOTE 32 – RESTRICTED NET ASSETS



Relevant PRC laws and regulations permit
payments of dividends by our PRC subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC
accounting standards and regulations. In addition, PRC laws and regulations require that annual appropriations of 10% of after-tax
income should be set aside prior to payment of dividends as a general reserve fund. As a result of these PRC laws and regulations,
our PRC subsidiaries and our affiliated PRC entities are restricted in their ability to transfer a portion of their net assets
to us whether in the form of dividends, loans or advances. As of December 31, 2011 and 2010, the amounts of our restricted net
assets were approximately $8.4 million and $6.6 million, respectively.



NOTE 33 – SUBSEQUENT EVENTS



The Company
has no significant subsequent events from December 31, 2011 through the consolidated financial statements issue date.





Additional Information—Financial
Statement Schedule I

This financial statements schedule has
been prepared in conformity with accounting principles generally accepted in the United States of America.



SORL AUTO PARTS,
INC.



This financial statements schedule has been
prepared in conformity with accounting principles generally accepted in the United States of America. The parent Company financial
statements have been prepared using the same accounting principles and policies described in the notes to the consolidated financial
statements, with the only exception being that the Company accounts for its subsidiaries using the equity method. Please refer
to the notes to the consolidated financial statements presented above for additional information and disclosures with respect to
these financial statements.



|Financial information of parent company
|---------------------------------------
|BALANCE SHEETS                         





|                                                                                                                                                       |  | December 31,2011 |             |  | December 31,2010 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------- | ----------- |  | ---------------- | -
|                                                                                                                                                       |  |                  |             |  |                  |  
|ASSETS                                                                                                                                                 |  |                  |             |  |                  |  
|Current Assets:                                                                                                                                        |  |                  |             |  |                  |  
|Cash and cash equivalents                                                                                                                              |  | $                | 81,275      |  |                  | $
|Other current assets                                                                                                                                   |  |                  | 4,661       |  |                  |  
|Total current assets                                                                                                                                   |  |                  | 85,936      |  |                  |  
|Deferred compensation cost-stock options                                                                                                               |  |                  | -           |  |                  |  
|Investments in subsidiaries                                                                                                                            |  |                  | 139,097,810 |  |                  |  
|                                                                                                                                                       |  |                  |             |  |                  |  
|TOTAL ASSETS                                                                                                                                           |  | $                | 139,183,746 |  |                  | $
|                                                                                                                                                       |  |                  |             |  |                  |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                                                   |  |                  |             |  |                  |  
|                                                                                                                                                       |  |                  |             |  |                  |  
|Current Liabilities:                                                                                                                                   |  |                  |             |  |                  |  
|Other current liability                                                                                                                                |  |                  | 2,919,988   |  |                  |  
|Total current liabilities                                                                                                                              |  |                  | 2,919,988   |  |                  |  
|Total liabilities                                                                                                                                      |  |                  | 2,919,988   |  |                  |  
|Shareholders' equity:                                                                                                                                  |  |                  |             |  |                  |  
|Preferred Stock - No Par Value; 1,000,000 authorized; none issued and outstanding as of December 31, 2010 and December 31, 2009                        |  |                  | -           |  |                  |  
|Common Stock - $0.002 Par Value; 50,000,000 authorized, 19,304,921 and 18,304,921 issued and outstanding as of December 31, 2010 and December 31, 2009 |  |                  | 38,609      |  |                  |  
|Additional paid-in capital                                                                                                                             |  |                  | 42,199,014  |  |                  |  
|Retained earnings                                                                                                                                      |  |                  | 94,026,135  |  |                  |  
|Total shareholders' equity                                                                                                                             |  |                  | 136,263,758 |  |                  |  
|                                                                                                                                                       |  |                  |             |  |                  |  
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                                             |  | $                | 139,183,746 |  |                  | $







57











|Financial Information of parent company
|---------------------------------------
|STATEMENTS OF INCOME                   



|                                        |  | Year Ended Dec 31, |           
|--------------------------------------- |  | ------------------ | ----------
|                                        |  | 2011               |           
|                                        |  |                    |           
|                                        |  |                    |           
|Equity in earnings of subsidiaries      |  | $                  | 17,338,454
|General and administrative expenses     |  |                    | 233,913   
|Financial expenses                      |  |                    | (1,914    
|                                        |  |                    |           
|Net income attributable to shareholders |  | $                  | 17,106,455
|                                        |  |                    |           
|                                        |  |                    |           
|Weighted average common share - Basic   |  |                    | 19,304,921
|                                        |  |                    |           
|Weighted average common share - Diluted |  |                    | 19,304,921
|                                        |  |                    |           
|EPS - Basic                             |  |                    | 0.89      
|                                        |  |                    |           
|EPS - Diluted                           |  |                    | 0.89      





|Financial Information of parent company
|---------------------------------------
|STATEMENTS OF CASHFLOWS                



|                                                                                   |  | Year Ended Dec 31, |            
|---------------------------------------------------------------------------------- |  | ------------------ | -----------
|                                                                                   |  | 2011               |            
|                                                                                   |  |                    |            
|Cash flow from operating activities:                                               |  |                    |            
|Net income                                                                         |  | $                  | 17,106,455 
|Adjustments to reconcile net income to net cash provided by operating activities : |  |                    |            
|Equity in earnings of subsidiaries                                                 |  |                    | (17,338,454
|Stock-Based Compensation Expense                                                   |  |                    | -          
|Changes in other current assets                                                    |  |                    | -          
|Changes in other current  liabilities                                              |  |                    | 233,913    
|Net cash provided by operating activities                                          |  | $                  | 1,914      
|                                                                                   |  |                    |            
|Cash flows from investing activities:                                              |  |                    |            
|Investment in subsidiaries                                                         |  | $                  | -          
|Net cash (used in) provided by investing activities                                |  | $                  | -          
|                                                                                   |  |                    |            
|Cash flows from financing activities:                                              |  |                    |            
|Proceeds from Share Issuance                                                       |  | $                  | -          
|Net cash provided by (used in) financing activities                                |  | $                  | -          
|                                                                                   |  |                    |            
|Net change in increase in cash and cash equivalents                                |  | $                  | 1,914      
|Cash and cash equivalents, beginning of period                                     |  |                    | 79,361     
|Cash and cash equivalents, end of period                                           |  | $                  | 81,275     



58









|Financial Information of parent company      
|---------------------------------------------
|For Years Ended on December 31, 2011 and 2010
|                                             
|                                             
|                                             
|                                             
|Beginning Balance - January 1, 2011          
|                                             
|Net Income                                   
|                                             
|Ending Balance - December 31, 2011           







59











ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE



None.



ITEM 9A. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and
Procedures



As of December
31, 2011, an evaluation was performed under the supervision and with the participation of the Company’s management, including
the chief executive officer (“CEO”) and the chief financial officer (“CFO”), of the effectiveness of the
design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management,
including the CEO and CFO, conclude that the Company’s disclosure controls and procedures were effective as of December 31,
2011.



Changes in Internal Control over Financial
Reporting



There was no change in our internal controls
over financial reporting that occurred during the fourth fiscal quarter of the fiscal year covered by this Annual Report on Form
10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



Management’s Report on Internal
Control over Financial Reporting



The Company’s
management is responsible for establishing adequate internal control over financial reporting, as such item is defined in Exchange
Act Rule 13a-15(f) and 15d-15(f). In evaluating the Company’s internal control over financial reporting, management has adopted
the framework in Internal Control-Integrated Frameworkissued by the Committee of Sponsoring Organization of the Treadway
Commission. Under the supervision and with the participation of our management, including the principal executive officer and principal
financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting, as of December
31, 2011. Based on our evaluation under the framework in Internal Control-Integrated Framework, our management has concluded
that our internal control over financial reporting was effective as of December 31, 2011.





60









Because
of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projection of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with policies and procedure may deteriorate.



ITEM 9B. OTHER INFORMATION



None.

PART III





ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



The following table sets forth our executive
officers and key employees, their ages and the positions they held as of December 31, 2011.



|Name            |  | Age |  | Position                            
|--------------- |  | --- |  | ------------------------------------
|                |  |     |  |                                     
|Xiao Ping Zhang |  | 49  |  | Chief Executive Officer and Chairman
|Xiao Feng Zhang |  | 44  |  | Director                            
|Zong Yun Zhou   |  | 57  |  | Chief Financial Officer             
|Jin Rui Yu      |  | 37  |  | Chief Operating Officer             





Information about our directors is presented
under the caption “Election of Directors” in our definitive Proxy Statement for the Annual Meeting of Stockholders
to be held on June 7, 2012 and is incorporated herein by reference.



Information about our Audit Committee is
presented under the caption “Election of Directors–Committees of the Board of Directors–Audit Committee”
in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held on June 7, 2012 and is incorporated herein
by reference.



Information about our Code of Business Conduct
is presented under the caption “Where You Can Find More Information” in Part I, Item 1 of this report.



Information about our compliance with Section
16 of the Exchange Act of 1934, as amended, is presented under the caption “Section 16(a) Beneficial Ownership Reporting
compliance” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held on June 7, 2012 and is
incorporated herein by reference.





61









Item 11. EXECUTIVE COMPENSATION



Information about executive compensation
is presented under the captions “Compensation to Executive Officers,” “Compensation of Directors,” “Report
of the Compensation Committee” and “Compensation Committee Interlocks and Insider Participation” in our definitive
Proxy Statement for the Annual Meeting of Stockholders to be held on June 7, 2012 and is incorporated herein by reference.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



Information about security ownership is presented
under the caption “Beneficial Ownership of Common Stock” in our definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on June 7, 2012 and is incorporated herein by reference.



Information about our equity compensation
plans is presented under the caption “Equity Compensation Plans” in our definitive Proxy Statement for the Annual Meeting
of Stockholders to be held on June 7, 2012 and is incorporated herein by reference.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS,
AND DIRECTOR INDEPENDENCE



Information about transactions with related
persons is presented under the caption “Related Person Transactions” in our definitive Proxy Statement for the Annual
Meeting of Stockholders to be held on June 7, 2012 and is incorporated herein by reference.



Information about director independence is
presented under the caption “Election of Directors–Director Independence” in our definitive Proxy Statement for
the Annual Meeting of Stockholders to be held on June 7, 2012 and is incorporated herein by reference.



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.



Information about aggregate fees billed to
us by our principal accountant is presented under the caption “Principal Accounting Firm Fees” in our definitive Proxy
Statement for the Annual Meeting of Stockholders to be held on June 7, 2012 and is incorporated herein by reference.





62







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.





| | (a) | 1.                                               | Financial Statements.                                          
| | --- | ------------------------------------------------ | ---------------------------------------------------------------
| |     |                                                  |                                                                
| |     |                                                  | See Item 8 for the financial statements filed with this report.
| |     |                                                  |                                                                
| |     | 2.                                               | Financial Statement Schedules.                                 
| |     |                                                  |                                                                
| |     |                                                  | See Item 8 of this report                                      
| |     |                                                  |                                                                
| | (b) | Exhibits required by Item 601 of Regulation S-K.
| |     |                                                  |                                                                
| |     | 1.                                               | Financial Statements.                                          
| |     |                                                  |                                                                
| |     |                                                  | See Item 8 for the financial statements filed with this report.
| |     |                                                  |                                                                
| |     | 2.                                               | Financial Statement Schedules.                                 
| |     |                                                  |                                                                
| |     |                                                  | See Item 8 of this report                                      







63







EXHIBIT INDEX







|EXHIBIT NO. |  | DOCUMENT DESCRIPTION                                                                                                                                                         
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                              
|3.1         |  | Articles of Incorporation (1)                                                                                                                                                
|            |  |                                                                                                                                                                              
|3.2         |  | Bylaws (2)                                                                                                                                                                   
|            |  |                                                                                                                                                                              
|10.1        |  | Share Exchange Agreement and Plan of Reorganization (3)                                                                                                                      
|            |  |                                                                                                                                                                              
|10.2        |  | Joint Venture Agreement (revised)(4)                                                                                                                                         
|            |  |                                                                                                                                                                              
|10.3        |  | Employment Agreement—Xiao Ping Zhang (5)                                                                                                                                     
|            |  |                                                                                                                                                                              
|10.4        |  | Employment Agreement—Xiao Feng Zhang (5)                                                                                                                                     
|            |  |                                                                                                                                                                              
|10.5        |  | Employment Agreement—Zong Yun Zhou (5)                                                                                                                                       
|            |  |                                                                                                                                                                              
|10.6        |  | Employment Agreement—Jin Rui Yu (6)                                                                                                                                          
|            |  |                                                                                                                                                                              
|23          |  | Consent of Independent Registered
Public Accounting Firm                                                                                                                     
|            |  |                                                                                                                                                                              
|31.1        |  | 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.              
|            |  |                                                                                                                                                                              
|31.2        |  | 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.              
|            |  |                                                                                                                                                                              
|32*         |  | 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).



___________

|(1) | Incorporated herein by reference from the Registrant’s Form 10-QSB filed with the Securities and Exchange Commission, on May 28, 2003.
|--- | --------------------------------------------------------------------------------------------------------------------------------------



|(2) | 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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | 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.                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                              
|(4) | 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.



|(5) | Incorporated herein by reference from the Registrant’s
        Form S-1 as filed with the Securities and Exchange Commission on August 31, 2006.                                                                                                                                                                                                                                                                                                                       
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(6) | Incorporated herein by reference from the Registrant’s
        Form 8-K Current Report as filed with the Securities and Exchange Commission, on March 7, 2012.                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|*   | Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed”
    for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications
    will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange
    Act, except to the extent that the registrant specifically incorporates it by reference.





64







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 29th day of March 2012.

| |                                      |                     | 
| | ------------------------------------ | ------------------- | 
| | SORL AUTO PARTS, INC.                |                    
| |                                      |                     | 
| | By:                                  | /s/ Xiao Ping Zhang | 
| | Xiao Ping Zhang                      |                    
| | Chief Executive Officer and Chairman |                    



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.



|Name                |  | Position                              |  | Date          
|------------------- |  | ------------------------------------- |  | --------------
|                    |  |                                       |  |               
|/s/ Xiao Ping Zhang |  | Chief Executive Officer, and Chairman |  | March 29, 2012
|Xiao Ping Zhang     |  |                                       |  |               
|                    |  |                                       |  |               
|/s/ Zong Yun Zhou   |  | Chief Financial Officer               |  | March 29, 2012
|Zong Yun Zhou       |  |                                       |  |               
|                    |  |                                       |  |               
|                    |  |                                       |  |               
|/s/ Jin Rui Yu      |  |                                       |  |               
|Jin Rui Yu          |  | Chief Operating Officer               |  | March 29, 2012
|/s/ Xiao Feng Zhang |  | Director                              |  | March 29, 2012
|Xiao Feng Zhang     |  |                                       |  |               
|                    |  |                                       |  |               
|/s/ Li Min Zhang    |  | Director                              |  | March 29, 2012
|Li Min Zhang        |  |                                       |  |               
|                    |  |                                       |  |               
|/s/ Zhi Zhong Wang  |  | Director                              |  | March 29, 2012
|Zhi Zhong Wang      |  |                                       |  |               
|                    |  |                                       |  |               
|/s/ Yi Guang Huo    |  | Director                              |  | March 29, 2012
|Yi Guang Huo        |  |                                       |  |               
|                    |  |                                       |  |               
|/s/ Jiang Hua Feng  |  | Director                              |  | March 29, 2012
|Jiang Hua Feng      |  |                                       |  |               
|                    |  |                                       |  |               
|/s/ Jung Kang Chang |  | Director                              |  | March 29, 2012
|Jung Kang Chang     |  |                                       |  |               





65