Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.

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).

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.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

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

Indicate the number of shares outstanding of each of the issuer classes of common stock, as of the latest practicable date:

As of ~~November~~August 14, ~~2017~~2018 there were 19,304,921shares of Common Stock ~~outstanding.~~outstanding

The accompanying notes are an integral part of these unaudited consolidated financial ~~statements.~~statements

For the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 (Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial ~~statements.~~statements

For the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 (Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements

The accompanying notes are an integral part of these unaudited consolidated financial ~~statements.~~statements

~~The accompanying notes are an integral part of these unaudited consolidated financial statements.~~

SORL Auto Parts, Inc. (together with its subsidiaries, “we,” “us,” “our” or the “Company” or “SORL”), a Delaware corporation incorporated on March 24, 1982, 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 Co., Ltd. (the “Joint Venture” or “Ruian”). The Company distributes products both in China and internationally under SORL trademarks. The Company’s product range includes 65140 categories and over 2,000 different specifications.

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 between the Ruili Group Co., Ltd. (the “Ruili Group”), a related party under common control, and Fairford Holdings Limited (“Fairford”), a wholly owned subsidiary of the Company. The Ruili Group was incorporated in China in 1987 and specializes 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.

On November 11, 2009, the Company, through its wholly owned subsidiary, Fairford, entered into a joint venture agreement with MGR Hong Kong Limited (“MGR”), a Hong Kong-based global auto parts distribution specialist firm and an unaffiliated Taiwanese individual investor. The joint venture was named SORL International Holding, Ltd. (“SIH”) based in Hong Kong. SORL held a 60% interest in the joint venture, MGR held a 30% interest, and the Taiwanese individual investor held a 10% interest. SIH was primarily devoted to expanding SORL's international sales network in Asia-Pacific and creating a larger footprint in Europe and Africa with a target to create a truly global distribution network. In December 2015, due to ~~the~~ poor financial performance of SIH, Fairfold sold all of its interest in SIH to the Taiwanese investor. After this transaction, SIH ceased to be a distributor of SORL in the international market.

The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated in the consolidation. Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted as permitted by the rules and regulations of the United States Securities and Exchange Commission (“SEC”), although the Company believes that the disclosures contained in this report are adequate to make the information presented not misleading. The consolidated balance sheet information as of December 31, ~~2016~~2017 was derived from the consolidated audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017. These consolidated financial statements should be read in conjunction with the annual consolidated audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2017, and other reports filed with the SEC.

The accompanying unaudited interim consolidated financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole.

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

The preparation of financial statements in conformity with ~~U.S~~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.~~periods. 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.

For certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, bank acceptance notes ~~receivable,~~from customers, inventories, current prepayments, other current ~~assets, deferred tax~~ assets, accounts payable and bank acceptance notes to vendors, short term bank loans, deposits received from customers, current portion of long term loans, deferred income, income tax payable, accrued expenses and other current liabilities, the carrying amounts approximate fair values due to their short maturities.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature.

Restricted cash ~~mainly represents~~consists of bank deposits used to pledge ~~the~~ bank acceptance ~~notes.~~ notes and short term bank loans, deposits for obtaining letters of credit from a local bank and bank deposits used as down payment secured on behalf of a related party for potential acquisition.

The Company entered into credit agreements with commercial banks in China (“endorsing banks”) which agree to provide credit within stipulated limits. Within the stipulated credit limits, the Company can issue bank acceptance notes to its suppliers as payments for the purchases. In order to issue bank acceptance notes, the Company is generally required to make initial deposits or pledge ~~note receivables~~notes receivable to the endorsing banks in amounts of certain percentage of the face amount of the bank acceptance notes to be issued by the Company. The cash in such accounts is restricted for use over the terms of the bank acceptance notes, which are normally three to six months. As of June 30, 2018 and December 31, 2017, restricted cash of $36,766,952 and $0, respectively, was used to ~~twelve months.~~pledge the bank acceptance notes.

During the six months ended June 30, 2018, the Company obtained a short term bank loan in the amount of $2,824,538 from Industrial and Commercial Bank of China, which required a pledge with bank deposits of $2,872,412. As of June 30, 2018, the bank deposits remained as the pledge for the loan. Also see Note K for details.

The Company also obtained letters of credit from Industrial Bank Co., Ltd. and China Zheshang Bank, which agreed to provide guarantee that the Company would make timely payment to its suppliers for any purchases. Deposits of $3,899,284 and $275,474, respectively, were required for this purpose as of June 30, 2018 and December 31, 2017.

As of June 30, 2018, the Company had a bank deposit of $5,297,090(RMB 35,048,725), representing an advance to Ruili Group. The Company also had a bank deposit of $3,022,700 (RMB 20,000,000) as a security deposit of loans obtained by Wenzhou Lichuang Automobile Parts Co., Ltd., a related party, from China Merchant Bank. Also see Note E for details.

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.

Bank acceptance notes receivable, generally due within six months and with specific payment terms and definitive due dates, are comprised of the notes issued by some customers to pay certain outstanding receivable balances to the Company, and the notes issued by the customers of related parties and transferred to the Company as loans from related parties or repayments from related parties. Bank acceptance notes do not bear interest. As of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, bank acceptance notes receivable in the amount of ~~$54,781,712~~$95,528,975 and ~~$32,916,198,~~$95,914,724, respectively, were pledged to banks to issue either short term bank loans or bank acceptance notes to vendors. The banks charge discount fees if the Company chooses to discount the bank acceptance notes for cash before the maturity of the notes and such discount fees are included in interest ~~expenses.~~expenses in the accompanying unaudited consolidated statements of income and comprehensive income (loss).

The Company has adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) effective as of January 1, 2018. The Company has chosen to use the full retrospective transition method, under which it is required to revise its consolidated financial statements for the year ended December 31, 2017 as well as any applicable interim periods within the year ended December 31, 2017, as if ASC 606 had been effective for those periods. Under ASC 606, the Company recognizes revenue when a customer obtains control of promised goods, in an amount that reflects the consideration which the Company expects to receive in exchange for the goods. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (1) identify the contracts with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods it transfers to the customer. See Note C for assessment on the impact of adopting ASC 606, and Note M for details on revenues from contracts with customers.

Revenue from the sale of goods is recognized when the risks and rewards of ownership of the goods have transferred to the buyer. The transfer is decided by several factors, including factors such as when persuasive evidence of an arrangement exits, delivery has occurred, the sales price is fixed or determinable, and collection is reasonably assured. Revenue consists of the invoice value for the sale of goods net of value-added tax, 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.

Cost of sales consists primarily of materials costs, applicable local government levies, freight charges, purchasing and receiving costs, inspection costs, employee compensation, depreciation and related costs, which are directly attributable to production. Write-down of inventories to lower of cost or market is also recorded in cost of sales, if any.

The Company maintains its books and accounting records in 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 stockholders’ equity accounts are translated at the appropriate historical ~~rates.~~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 included in the results of operations as incurred.

In May 2014, the FASB issued ASC 606. ASC 606 outlines a single set of comprehensive principles for recognizing revenue under U.S. GAAP and supersedes the revenue recognition guidance existed at the time. The main principle of ASC 606 is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company applied the ASC and its related updates on a full retrospective basis as of January ~~2017,~~1, 2018. The adoption of ASC 606 did not impact the previously reported financial statements in any prior period nor did it result in a cumulative effect adjustment to retained earnings. See Note M for additional information.

In November 2016, the FASB issued ASU ~~2017-03, “~~~~Accounting Changes~~2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”. These amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and ~~Error Corrections (Topic 250)~~amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and ~~Investments - Equity Method~~restricted cash equivalents should be included with cash and ~~Joint Ventures (Topic 323)”. This pronouncement amends~~cash equivalents when reconciling the ~~SEC’s~~beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. The Company adopted ASU 2016-18 effective January 1, 2018. As a result of the adoption, net cash used in investing activities was adjusted to exclude the change in restricted cash, resulting in an increase of $5,198,792 in net cash used in investing activities in the amount previously reported for the six months ended June 30, 2017. Restricted cash was included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the consolidated statements of cash flows.

In July 2018, the FASB issued ASU 2018-09, “Codification Improvements”, which affects a wide variety of Topics in the Codification and applies to all reporting ~~requirements~~entities within the scope of the affected accounting guidance. These amendments represent changes to clarify, correct errors in, or make minor improvements to the Codification, eliminating inconsistencies and providing clarifications in current guidance. Some of the amendments do not require transition guidance and will be effective upon issuance. However, many of the amendments do have transition guidance with effective dates for annual periods beginning after December 15, 2018, for public ~~filers~~business entities. The Company is currently evaluating the impact of the adoption of ASU No. 2018-09 on its consolidated financial statements.

In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases”. These amendments affect narrow aspects of the guidance issued in ~~regard~~the amendments in ASU 2016-02 including those regarding residual value guarantees, rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase option, variable lease payments that depend on an index or a rate, investment tax credits, lease term and purchase option, transition guidance for amounts previously recognized in business combinations, certain transition adjustments, transition guidance for leases previously classified as capital leases under Topic 840, transition guidance for modifications to ~~new accounting pronouncements~~leases previously classified as direct financing or ~~existing pronouncements~~sales-type leases under Topic 840, transition guidance for sale and leaseback transactions, impairment of net investment in the lease, unguaranteed residual asset, effect of initial direct costs on rate implicit in the lease, and failed sale and leaseback transactions. For entities that early adopted Topic 842, the amendments are effective upon issuance of ASU 2018-10, and the transition requirements are the same as those in Topic 842. For entities that have not ~~yet been adopted. Companies are to provide qualitative disclosures if they have not yet implemented an accounting standards update. Companies should disclose if they are unable to estimate~~adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. The Company is currently evaluating the impact of the adoption of ASU No. 2018-10 on its consolidated financial statements.

In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements”. The amendments in this ASU affect the guidance issued in ASU 2016-02, Leases (Topic 842), which is not yet effective. The amendments provide entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a ~~specific pronouncement,~~cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The amendments also provide lessors with a practical expedient to not separate non-lease components from the associated lease component and, ~~provide disclosures including~~instead, to account for those components as a ~~description of~~single component in certain circumstances. For the ~~effect on accounting policies that the registrant expects to apply. These provisions apply to all pronouncements~~entities that have not ~~yet been implemented by registrants. There~~adopted Topic 842,the effective date for this ASU are additional provisions that relate to corrections to several other prior FASB pronouncements. The Company has incorporated language into other recently issued accounting pronouncement notes, where relevantthe same as those for ~~the corrections in FASB~~ ASU ~~2017-03.~~2016-02, which is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is ~~implementing~~currently evaluating the ~~updated SEC requirements~~impact of the adoption of ASU No. 2018-11 on ~~not yet adopted accounting pronouncements with these~~its consolidated financial statements.

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings ~~and~~or financial position.

Related parties with whom the Company conducted business consist of the following:

The Company continues to purchase primarily packaging materials from ~~the~~ Ruili Group. ~~The Ruili Group is the minority stockholder of Joint Venture and is collectively controlled by Mr. Xiao Ping Zhang, his wife, Ms. Shu Ping Chi, and his brother, Mr. Xiao Feng Zhang.~~ In addition, the Company purchases automotive components from ~~four~~ other related parties, including Guangzhou Kormee, ~~Automotive Electronic Control Technology Co., Ltd. (“Guangzhou Kormee”),~~ Ruian Kormee, ~~Automobile Braking Co., Ltd. (“Ruian Kormee”),~~ Ruili ~~MeiLian Air Management System (LangFang) Co., Ltd. (“Ruili MeiLian”) and~~Meilian, Shanghai Dachao, ~~Electric Technology Co., Ltd. (“Shanghai Dachao”). Guangzhou Kormee~~Wenzhou Lichuang and Ningbo Ruili. As of June 30, 2018, the Company did not receive any materials from Ningbo Ruili ~~MeiLian~~purchased during the three and six months then ended. The unreceived purchases from the relate party are ~~controlled by~~recorded as prepayments, current on the ~~Ruili Group and Ruian Kormee is the wholly-owned subsidiary of Guangzhou Kormee. Ruili Group owns 49% equity interest in Shanghai Dachao.~~ accompanying consolidated balance sheets.

The Company sells certain automotive products to the Ruili Group. The Company also sells parts to Guangzhou Kormee, Shanghai Tabouk, Ruian Kormee and Ruili ~~MeiLian.~~Meilian.

The following related party transactions occurred ~~during~~for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016:~~2017:

From time to time, the Company borrows from Ruili Group and its controlled companies for working capital purposes. In order to obtain the loans and mutually benefit both the debtor and creditor of the arrangement, the Company also advances to Ruili Group and its controlled companies in a short term. All the loans from related ~~party represents the advances from the Company to Ruili Group.~~parties are non-interest bearing, unsecured and due on demand. The advances to Ruili Group are non-interest bearing, unsecured, and due on ~~demand. During~~demand and the ~~nine months ended September~~advances to Shanghai Ruili and Kunshan Yuetu are due on demand, unsecured, and bear an interest rate of 5.22% per annum. The advances to Shanghai Ruili and Kunshan Yuetu were fully repaid as of June 30, ~~the Company advanced cash in the amount of $8,919,241. The effect of changes in foreign exchange rate is $92,459.~~2018.

The balance of due to related party represents the loans the Company obtained from related parties for working capital purposes. The borrowings from related parties are interest free, unsecured and repayable on demand. During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, the Company obtained loans ~~from related parties in the amount~~ of ~~$93,191,843~~$311,026,410 in cash ~~including $5,829,744 from Ruian Kormee~~ and ~~$87,362,099 from Ruili Group. The Company also borrowed the amount of $23,515,527~~$33,721,267 in the form of bank acceptance notes from ~~Ruili Group. Cash repayments~~related parties. Repayments in cash and bank acceptance notes to ~~the~~ related parties totaled ~~$113,071,629, including $1,742,308~~$328,443,191 and $5,846,083, respectively. In the same period, the Company advanced to ~~Ruian Kormee~~its related parties in the total amount of $190,438,634 and ~~$111,329,321~~received cash repayments from related parties amounted to $222,337,244. Amount due from Shanghai Ruili ~~Group, during~~and Kunshan Yuetu as of June 30, 2018 represented the ~~nine~~interest receivable from the two related parties, which was paid as of the filing date. During the six months ended ~~September~~June 30, ~~2017. The effect~~2017, the Company obtained loans of ~~changes~~$62,786,671 in ~~foreign exchange rate is $494,067.~~cash and $14,375,855 in the form of bank acceptance notes from related parties. Repayments in cash to related parties amounted to $54,076,148.

The Company entered into a lease agreement with Ruili ~~Group, see~~Group. See Note MO for more details.

During the six months ended June 30, 2018, the Company ~~provided~~made a ~~guarantee~~bank deposit of $5,297,090 (RMB 35,048,725) as down payment to secure a potential acquisition. Initially, the Company had the intention to acquire the target company and deposited $5,297,090 (RMB 35,048,725) into a trust account restricted for the ~~credit line granted~~use in the potential acquisition. After a few rounds of discussion, the Company gave up and Ruili Group decided to do the acquisition. As the Company and Ruili Group are under common control, the restricted deposit represented an advance to Ruili Group, by Bank of Ningbo in the amount of RMB 150,000,000 (approximately $21,623,180) for the period from May 30, 2016 to May 14, 2017. As of September 30, 2017, the guarantee was released as the credit line was fully paid off by Ruili Group.non-interest bearing, due on demand and non-secured. Also see Note B.

During the six months ended June 30, 2018, the Company made a bank deposit of $3,022,700 (RMB 20,000,000) as security deposit for loans obtained by Wenzhou Lichuang from China Merchant Bank. Also see Note B.

The Company provided a guarantee for the credit line granted to Ruili Group by the China Merchants Bank in the amount of RMB 50,000,000 (approximately $7,699,889) for a period from July 29, 2015 until two years after the due date of each loan withdrawn by Ruili Group under the credit line. The credit line was replaced by the one issued by the same bank in the amount of RMB 40,000,000 (approximately $5,766,181) for a period of 12 months starting on October 24, ~~2016,~~2016. The credit line was renewed on October 19, 2017 for 6 months. On April 23, 2018, Ruili Group and the bank reached another extension agreement and the guarantee ~~of which was continued to~~will be provided by the Company ~~as of September 30, 2017 and will expire on~~until April ~~18, 2018.~~

The Company provided a guarantee for the credit line granted to Ruili Group by China Guangfa Bank in the amount of RMB 200,000,000 (approximately $28,830,907) for the period from May 22, 2016 to May 22, 2017. As of September 30, 2017, the guarantee was released as the credit line was fully paid off by Ruili Group.23, 2021.

The Company provided a guarantee for the credit line granted to Ruili Group by China Guangfa Bank in a maximum amount of RMB 69,000,000 (approximately $10,092,000) for the period from November 16, 2016 to January 16, 2018. The credit line was renewed on December 21, 2017 for a period of 12 months, and the guarantee was accordingly extended by the Company as of June 30, 2018 and will expire on December 20, 2018.

The Company provided a guarantee for the credit line granted to Ruili Group by Bank of Ningbo in a maximum amount of RMB 180,000,000 (approximately $26,328,000) for the period from June 30, 2017 to June 30, 2020.

The Company has short term bank loans guaranteed or pledged by related parties. See Note K for more details.

No customer individually accounted for more than 10% of our revenues or accounts receivable for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016.~~2017. The changes in the allowance for doubtful accounts ~~on September~~at June 30, ~~2017~~2018 and December 31, ~~2016~~2017 are summarized as follows:

~~On September~~At June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, inventories ~~were~~ consisted of the following:

Property, plant and equipment ~~were~~ consisted of the following ~~on September~~at June 30, ~~2017~~2018 and December 31, ~~2016:~~2017:

Depreciation expense ~~incurred~~charged to operations was ~~$6,353,494~~$5,531,002 and ~~$5,110,014~~$4,041,628 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively.

In May 2016, the Company, through its principal operating subsidiary, entered into a Purchase Agreement (the “Purchase Agreement”) with Ruili Group, pursuant to which the Company agreed to exchange the land use rights and factory facilities located at No. 1169 Yumeng Road, Rui'an Economic Development Zone, Rui'An City, Zhejiang Province, China (the “Dongshan Facility”), purchased in 2007 from Ruili Group, plus RMB 501.00 million (approximately $76.50 million) in cash for the land use rights and factory facilities located at No. 2666 Kaifaqu Avenue, Rui’an Economic Development Zone, Rui’an City, Zhejiang Province, China (the “Development Zone Facility”). As of the filing date, the Company has not obtained the property ownership certificate or land use right certificate of the Development Zone Facility. The Company reserved the relevant tax amount of RMB 4.56 million (approximately $0.75 million) for the Dongshan Facility and RMB 15.00 million (approximately $2.30 million) for the Development Zone Facility. These amounts were determined based on a 3% tax rate on the consideration paid for the Dongshan Facility and the Development Zone Facility in the transactions, which the Company considered as the most probable amount of tax liability.

In July 2017, Ruian, a subsidiary of the Company, purchased plants and the associated land use rights from Yunding Holding Group Co., Ltd. in cash at the purchase price of RMB 60.06 million (approximately $8.87 million). The total cost including related deed tax and stamp duty is RMB 58.95 million (approximately $8.88 million) net of value-added input tax in association with the purchase, which has been fully paid in cash as of September 30, 2017. The title of the plants and the associated land use rights was transferred in July 2017. The allocated costs for the land use rights and the plants are RMB 42.35 million (approximately $6.38 million) and RMB 16.60 million (approximately $2.50 million), respectively. The plants and associated land use rights will be used to meet Ruian’s growing operational needs and is located in the east side of the International Auto Parts District, Tangxia Town, Ruian City, Zhejiang Province, China with a land use area of 33,141 square meters and a building floor area of 25,016 square meters.

The balances for land use rights, net, as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017 are as the following:

In connection with the execution of the Purchase Agreement in May 2016, the Company exchanged the Dongshan Facility plus RMB 501.00 million (approximately $76.50 million) in cash for Development Zone Facility, including land use rights with historical value of approximately $8.47 million. As of the filing date, the Company has not obtained the land use right certificate of the Development Zone Facility. Also see Note H for more details.

In July 2017, Ruian, a subsidiary of the Company, purchased plants and the associated land use rights from Yunding Holding Group Co., Ltd. in cash at the purchase price of RMB 60.06 million (approximately $8.87 million). The title of the plants and land use rights was transferred in July 2017. The allocated cost for the land use rights is RMB 42.35 million (approximately $6.38 million). Also see Note H for more details.

~~During the three months ended~~ September ~~30,~~ 2017, the Company ~~also prepaid~~entered into an agreement with the ~~amount~~Ministry of ~~RMB 10.01 million (approximately $1.51 million) as down payment~~Land and ~~RMB 20.00 million (approximately $3.01 million) as a refundable deposit~~Resources, Ruian, to purchase the land use rights for the land located at the intersection of Xianghe Road and North Wansong Road, Binhai New District, ~~Rui’an~~Ruian City, Zhejiang Province, China (the “Wansong Land”). Full payment of RMB 51.81 million (approximately $7.93 million) was made as of December 31, 2017. The Company obtained the title to the land use rights in April 2018. The Wansong Land has a total area of 17,029 square meters.

In December 2017, the Company entered into an agreement with the Ministry of Land and Resources, Ruian, to purchase the land use rights for the land located at the intersection of Fengjin Road and Wenhua Road, Binhai New District, Ruian City, Zhejiang Province, China. Prepayment of RMB 14.40 million (approximately $2.14 million) was made as down payment in 2017. During the six months ended June 30, 2018, the Company paid additional amount of RMB 57.62 million (approximately $8.99 million). As of June 30, 2018, the purchase price of RMB 72.02 (approximately $11.13 million) was fully paid. As of the filing date, the title to the land use rights has not been transferred. The ~~down payment was~~payments were included in ~~prepayments,~~prepayment, non-current as of June 30, 2018 on the accompanying consolidated balance sheets.

In April 2018, the Company entered into an agreement with the Ministry of Land and Resources, Ruian, to purchase the ~~refundable deposit~~land use rights for the land located at the intersection of Tengda Road and Wanghai Road, Economic Development District, Ruian City, Zhejiang Province, China. Prepayment of RMB 42.54 million (approximately $6.43 million) was made during the six months ended June 30, 2018. As of the filing date, the title to the land use rights has not been transferred. The payments were included in ~~other current assets in~~prepayment, non-current as of June 30, 2018 on the ~~unaudited~~accompanying consolidated balance sheets. ~~Also see Note Q for more details.~~

Amortization expenses were $301,556 and $141,816 for the six months ended June 30, 2018 and 2017, respectively.

Deferred tax assets ~~were~~ consisted of the following as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016:~~2017:

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 the U.S. as the Company had no taxable income for the reporting periods. The~~ Company’s subsidiary registered in the PRC is subject to income taxes within the PRC at the applicable tax rate.

Bank loans represented the following as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016:~~2017:

The Company obtained those short term loans from Bank of China, Bank of Ningbo, Agricultural Bank of China, China Zheshang Bank, China CITIC Bank, China Minsheng Bank, Industrial Bank Co., Ltd., Oversea-Chinese Banking Corporation Limited, Industrial and Commercial Bank of China, ~~Oversea-Chinese Banking Corporation Limited~~Huaxia Bank and China Construction Bank, respectively, to finance general working capital ~~as well as new equipment acquisitions.~~and acquire long-lived assets. Interest ~~rates~~rate for the loans outstanding during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 ranged from ~~0.55%~~0.90% to ~~5.22%~~5.72% per annum. The maturity dates of the loans existing as of ~~September~~June 30, ~~2017~~2018 ranged from ~~October 2, 2017~~July 16, 2018 to ~~September 26, 2018.~~June 12, 2019. As of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the Company’s accounts ~~receivables~~receivable of ~~$6,349,443~~$659,619 and ~~$4,484,755,~~$5,472,169, respectively, were pledged as collateral under loan arrangements. The interest expenses for ~~short-term~~short term bank loans, including discount fees, were ~~$804,499~~$2,590,729 and ~~$214,974~~$542,176 for the three months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively. The interest expenses for short term bank loans, including discount fees, were ~~$1,827,835~~$4,885,057 and ~~$515,547~~$1,003,088 for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, ~~and 2016,~~ respectively.

As of ~~September~~June 30, ~~2017,~~2018, corporate or personal guarantees provided for those bank loans were as follows:

In November 2017, the Company entered into two identical but independent loan agreements with Far Eastern Horizon Co., Ltd. (“Far Eastern”), each for a term of 36 months and with an effective interest rate of 8.38% per annum, payable monthly in arrears. The total long term obligations under the two agreements amounted to RMB 200,000,000 (approximately $30,608,185), pledged by the Company’s equipment in the original cost of RMB 205,690,574 (approximately $31,479,075). The Company paid debt issuance costs in cash of $742,324. For the six months ended June 30, 2018, the repayments of principal totaled $5,083,153.

In November 2017, the Company entered into four independent loan agreements with COSCO Shipping Leasing Co., Ltd. (“COSCO”) for a term of 36 months each. Two of the agreements were signed on November 30, 2017 with an effective interest rate of 8.50% per annum, payable monthly in arrears. The other two agreements were entered into on November 15, 2017, with an effective interest rate of 4.31% per annum, payable monthly in arrears. The total long term obligations under the four agreements amounted to RMB 235,000,000 (approximately $35,964,617), pledged by the Company’s equipment in the original cost of RMB 238,333,639 (approximately $36,474,800). The Company paid debt issuance costs in cash in the amount of $1,025,248. For the six months ended June 30, 2018, the repayments of principal totaled $7,717,633.

The interest expenses for long term loans, including the amortization of debt issuance costs, were $938,687 for the three months ended June 30, 2018. The interest expenses for long term loans, including the amortization of debt issuance costs, were $1,998,070 for the six months ended June 30, 2018.

The Company accounted for revenue in accordance with ASC 606, which was adopted on January 1, 2018, using full retrospective method. The adoption of the standard did not impact the Company’s revenue recognition.

The Company provides a variety of standard products to its customers. The Company’s contracts with its customers consist of a single, distinct performance obligation or promise to transfer auto parts to the customers. Generally, the Company’s performance obligations are satisfied when the customers take possession of the products, which normally occurs at the shipping point or destination depending on the terms of the contracts. All sales are recorded net of value-added taxes. The Company does not recognize revenue related to product warranties. See Note P for details concerning the expected costs associated with the Company’s assurance warranty obligations.

In accordance with ASC 606, the Company disaggregates revenue from contracts with customers by product type. See Note Q for information regarding revenue disaggregation by product type.

Revenues from contracts with customers are recognized at a point in time when the merchandises are delivered to the customer in accordance with the shipping terms stated in the contracts, which is the point when the legal title, physical possession and the risks and rewards of ownership are transferred to the customers.

Deferred revenue is recorded when consideration is received from a customer prior to transferring goods to the customer under the terms of a sales contract. As of June 30, 2018 and December 31, 2017, the Company recorded a deferred revenue liability of $62,481,147 and $43,087,473, respectively, which was presented as “Deposits received from customers” on the accompanying consolidated balance sheets. During the six months ended June 30, 2018 and 2017, the Company recognized $14,254,794 and $6,617,003, respectively, of deferred revenue included in the opening balances of deposits received from customers. The amounts were included in sales on the accompanying consolidated statements of income and comprehensive income (loss).

In December 2017, the Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted into law and the new legislation contains several key tax provisions that affected the Company, including, among others, a reduction of the federal corporate income tax rate to 21% effective January 1, 2018, and a recognition of the U.S. corporate income tax based on the deemed repatriation to the United States of the Company’s share of previously deferred earnings of certain non-U.S. subsidiaries of the Company upon enactment of the 2017 Tax Act. The Company is required to recognize the effect of the 2017 Tax Act in the period of enactment. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), Income Tax Accounting Implications of the 2017 Tax Act, which allows the Company to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. The Company is evaluating the impact of the 2017 Tax Act, however, as of the filing date, the Company was unable to determine a reasonable provision of the tax effects of the 2017 Tax Act. Therefore, no provisional amounts have been recorded on the consolidated financial statements as of December 31, 2017 and for the six months ended June 30, 2018 in accordance with SAB 118.

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.

In 2015, the Joint Venture was awarded the Chinese government's "High-Tech Enterprise" designation for a third time, which is valid for three years and it continues to be taxed at the 15% tax rate in 2015, 2016 and 2017. As the “High-Tech Enterprise” designation expired in 2018, the Joint Venture is undergoing the re-assessment by the government and the Company estimates it is highly probable that the designation will be awarded and therefore the 15% tax rate is used for the six months ended June 30, 2018.

The reconciliation of the effective income tax rate of the Company to the statutory income tax rate in the PRC for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 is as follows:

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. ~~There currently is no tax benefit recorded for the United States.~~ In the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, 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 ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively, are summarized as follows:

ASC 740-10 requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The management evaluated the Company’s tax positions and considered that no provision for uncertainty in income taxes was necessary as of September 30, 2017 and December 31, 2016.

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 ~~initial~~ lease term ~~was~~is from January 2013 to December 2016. This lease was amended in 2013, with a new lease term from January 1, 2013 to December 31, 2022. The annual lease expense is ~~RMB 2,100,000~~RMB2,100,000 (approximately $333,688).

The lease expenses were ~~$684,252~~$825,704 and ~~$1,402,658~~$487,794 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively.

Warranty claims were ~~$2,261,311~~$1,828,168 and ~~$1,741,415~~$1,416,614 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively. Warranty claims are ~~classified as~~included in selling and distribution expenses on the accompanying consolidated statements of income and comprehensive income (loss). Accrued warranty expenses are included in the balances of accrued expenses on the accompanying consolidated balance ~~sheet.~~sheets. The movement of accrued warranty expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 was as follows:

The Company produces brake systems and other related components for different types of commercial vehicles (“Commercial Vehicle Brake Systems”). 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 Vehicle Brake Systems”) of Ruili Group. 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.

The Company has two operating segments: Commercial Vehicle Brake Systems and Passenger Vehicle Brake Systems.

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

~~(1)~~

(2)

The Company purchased the Dongshan Facility from Ruili Group in 2007 and subsequently transferred the plants and land use right to Ruili Group. The Company has never obtained the land use right certificate nor the property ownership certificate of the building for the Dongshan Facility. The Company reserved the relevant tax amount of RMB 4,560,000 (approximately $745,220). This amount was determined based on a 3% tax rate on the consideration paid for the Dongshan Facility in the transaction, which the Company considered as the most probable amount of tax liability. The Dongshan Facility was transferred back to Ruili Group on May 5, 2016.

During the subsequent period, the Company obtained short term loans ~~for~~in the total amount of approximately ~~$13,809,000~~$34,911,000 from ~~Bank of China,~~ Agricultural Bank of China and ~~Industrial Bank Co., Ltd. to finance general working capital.~~China Zheshang Bank. Interest rates for those loans ranged from ~~4.10%~~3.73% to ~~5.22%~~4.52% per annum. The maturity dates of the loans existing as of the filing date ranged from ~~January 20,~~July 30, 2018 to ~~October 11, 2018. As of the filing date, the Company pledged accounts receivable of approximately $1,387,000, as collateral under the loan arrangements of Bank of China.~~July 3, 2019. The Company continuously pledged bank acceptance notes to ~~borrow money~~obtain loans from Agricultural Bank of ~~China..~~China and China Zheshang Bank.

In the same period, the Company repaid loan principals ~~as well as interests for~~and interest expenses in the total amount of approximately ~~$4,793,000~~$27,436,000 to Agricultural Bank of China, Bank of China and ~~Agricultural Bank of China.~~China Zheshang Bank.

On October 20, 2017, the Company entered into a State-owned Construction Land Use Right Transfer Agreement with Rui’an Land Resources Bureau to purchase the land use rights located at the intersection of Xianghe Road and North Wansong Road, Binhai New District, Rui’an City, Zhejiang Province, China, with an area of 35,483 square meters for the price of RMB 50.03 million (approximately $7.54 million). As of the filing date, the Company has not paid the purchase price in full and the title to the land use rights has not been transferred. Down payment of RMB 10.01 million (approximately $1.51 million) and a refundable deposit of RMB 20.00 million (approximately $3.01 million) were paid by the Company as of September 30, 2017. The RMB 20.00 million (approximately $3.01 million) deposit which had been paid earlier was refunded to the Company as of the filing date of this report.

ITEM 2. 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 unaudited financial statements, as well as information relating to the plans of our current management. The following discussion and analysis should be read in conjunction with our consolidated unaudited financial statements and the related notes thereto and other financial information contained elsewhere in this Form 10-Q.

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q includes forward-looking statements. Any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Generally, the words “believe,” “anticipate,” “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 or other reports or documents we file with SEC from time to time, which could cause actual results or outcomes to differ materially from those anticipated. Some of the factors that could cause actual results to differ include: our ability to effectively implement our business strategy; our ability to handle downward pricing pressures on our products; and our ability to accurately or effectively plan our production or supply needs. For a discussion of these and all other known risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016,~~2017, which is available on the SEC’s website at www.sec.gov. Undue reliance should not be placed on these forward-looking statements that speak only as of the date hereof. We undertake no obligation to revise or update these forward-looking statements.

OVERVIEW

The Company manufactures and distributes automotive brake systems and other key safety-related components to automotive original equipment manufacturers, or OEMs, and the related aftermarket both in China and internationally for use primarily in different types of commercial vehicles, such as trucks and buses, and in passenger vehicles. Management believes that it is the largest manufacturer (by sales volume) of automotive brake systems in China for commercial vehicles such as trucks and buses.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

For a summary of our accounting policies and estimates, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the Year ended December 31, ~~2016.~~2017.

See Note LN to the attached Unaudited Consolidated Financial Statements for the information regarding changes in taxation by the government of China.

~~RESULTS OF OPERATIONS~~

Results of Operations

~~Sales~~The following statements are about results of operations for the three and six months ended June 30, 2018 as compared to the three and six months ended June 30, 2017.

~~The following tables present certain financial information about our segments’ sales for the periods presented:~~Sales

									Three Months Ended				Three Months Ended
	Three Months Ended				Three Months Ended				June 30, 2018				June 30, 2017
	September 30, 2017				September 30, 2016				(U.S. dollars in millions)
	(U.S. dollars in millions)
Commercial Vehicle Brake Systems	$	85.3	84.2	%	$	52.5	82.4	%	$	96.0	74.7	%	$	77.5	84.5	%
Passenger Vehicle Brake Systems	$	16.0	15.8	%	$	11.2	17.6	%	$	32.5	25.3	%	$	14.3	15.5	%

Total	$	101.3	100.0	%	$	63.7	100.0	%	$	128.5	100.0	%	$	91.7	100.0	%

	Six Months Ended				Six Months Ended
	June 30, 2018				June 30, 2017
	(U.S. dollars in millions)

Commercial Vehicle Brake Systems	$	187.6	79.4	%	$	138.8	83.4	%
Passenger Vehicle Brake Systems	$	48.6	20.6	%	$	27.7	16.6	%

Total	$	236.2	100.0	%	$	166.5	100.0	%

Nine Months Ended Nine Months Ended
September 30, 2017 September 30, 2016
(U.S. dollars in millions)
Commercial Vehicle Brake Systems $ 223.9 83.7 % $ 157.3 81.6 %
Passenger Vehicle Brake Systems $ 43.7 16.3 % $ 35.6 18.4 %
　　
Total $ 267.6 100.0 % $ 192.9 100.0 %

The sales were ~~$101.3~~$128.5 million and ~~$63.7~~$91.7 million for the three months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively, an increase of ~~$37.6~~$36.8 million or ~~59.0%~~40.1%. The sales were ~~$267.6~~$236.2 million and ~~$192.9~~$166.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively, an increase of ~~$74.7~~$69.7 million or ~~38.7%~~41.9%. The increase was mainly due to the increased sales of commercial vehicle brake systems.

The sales from ~~Commercial Vehicle Brake Systems~~commercial vehicle brake systems increased by ~~$32.8~~$18.5 million or ~~62.5%~~23.9%, to ~~$85.3~~$96.0 million for the ~~third~~second fiscal quarter of ~~2017,~~2018, compared to ~~$52.5~~$77.5 million for the same period of ~~2016.~~2017. The sales from ~~Commercial Vehicle Brake Systems~~commercial vehicle brake systems increased by ~~$66.6~~$48.8 million or ~~42.3%~~35.2%, to ~~$223.9~~$187.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, compared to ~~$157.3~~$138.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017. Our high quality, low cost products continued to generate higher sales and further penetrated into the commercial vehicle market, which impacted the sales of the commercial vehicle brake systems.

The sales from ~~Passenger Vehicle Brake Systems~~passenger vehicle brake systems increased by ~~$4.8~~$18.2 million or ~~42.9%~~127.3%, to ~~$16.0~~$32.5 million for the ~~third~~second fiscal quarter of ~~2017,~~2018, compared to ~~$11.2~~$14.3 million for the same period of ~~2016.~~2017. The sales from ~~Passenger Vehicle Brake Systems~~passenger vehicle brake systems increased by ~~$8.1~~$20.9 million or ~~22.8%~~75.5%, to ~~$43.7~~$48.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, compared to ~~$35.6~~$27.7 million for the same period of ~~2016.~~2017. The increase was mainly due to the increase of passenger vehicle market.

A breakdown of the sales revenue for these markets for the ~~third~~second fiscal quarter of the ~~2017~~2018 and ~~2016,~~2017, respectively, is set forth below:

														Three Months		Percent			Three Months		Percent
	Three Months					Three Months								Ended		of			Ended		of
	Ended		Percent			Ended		Percent						June 30, 2018		Total Sales			June 30, 2017		Total Sales			Percentage Change
	September 30, 2017		of Total Sales			September 30, 2016		of Total Sales			Percentage Change			(U.S. dollars in millions)
	(U.S. dollars in millions)
China OEM market	$	50.5		49.8	%	$	29.6		46.5	%		70.6	%	$	62.6		48.7	%	$	46.4		50.6	%		35.0	%
China Aftermarket	$	31.5		31.1	%	$	17.9		28.1	%		76.0	%	$	42.8		33.3	%	$	25.1		27.4	%		70.5	%
International market	$	19.3		19.1	%	$	16.2		25.4	%		19.1	%	$	23.1		18.0	%	$	20.2		22.0	%		13.9	%
Total	$	101.3		100.0	%	$	63.7		100.0	%		59.0	%	$	128.5		100.0	%	$	91.7		100.0	%		40.1	%

A breakdown of ~~net~~the sales revenues for China OEM markets, China aftermarket and international market for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively, is set forth below:

														Six Months		Percent			Six Months		Percent
	Nine Months					Nine Months								Ended		of			Ended		of
	Ended		Percent			Ended		Percent						June 30, 2018		Total Sales			June 30, 2017		Total Sales			Percentage Change
	September 30, 2017		of Total Sales			September 30, 2016		of Total Sales			Percentage Change			(U.S. dollars in million)
	(U.S. dollars in million)
China OEM market	$	141.8		53.0	%	$	96.3		49.9	%		47.2	%	$	114.4		48.4	%	$	85.2		51.1	%		34.4	%
China Aftermarket	$	72.3		27.0	%	$	49.9		25.9	%		44.9	%	$	80.9		34.2	%	$	47.1		28.3	%		71.7	%
International market	$	53.5		20.0	%	$	46.7		24.2	%		14.6	%	$	40.9		17.4	%	$	34.2		20.6	%		19.5	%
Total	$	267.6		100.0	%	$	192.9		100.0	%		41.4	%	$	236.2		100.0	%	$	166.5		100.0	%		41.9	%

Considering the increase of the production and sales of the commercial vehicle market, our sales to the Chinese OEM market increased by ~~$20.9 million or 70.6%~~35.0%, ~~to $50.5 million for~~from the ~~third~~second fiscal quarter of 2017, ~~compared~~ to ~~$29.6 million for the same period of 2016.~~$62.6 million. Our sales to the Chinese OEM market increased by ~~$45.5 million or 47.2%,~~34.4% from the six months ended June 30, 2017 to ~~$141.8~~$114.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017, compared to $96.3 million for the same period of 2016.~~2018.

Our sales to the China aftermarket increased by ~~$13.6~~$17.7 million or ~~76.0%~~70.5%, to ~~$31.5~~$42.8 million for the ~~third~~second fiscal quarter of ~~2017,~~2018, compared to ~~$17.9~~$25.1 million for the same period of ~~2016.~~2017. Our sales to the China aftermarket increased by ~~$22.4~~$33.8 million or ~~44.9%~~71.7%, to ~~$72.3~~$80.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, compared to ~~$49.9~~$47.1 million for the same period of ~~2016.~~2017. The increased new vehicle sales in China and the expiration of OEM warranties helped to drive our aftermarket business. Accelerated urbanization and the Chinese government’s increased support for public transportation favor our expansion in the bus aftermarket. We will continue with our strategies to further optimize our sales network and to help further penetrate into new markets.

Our export sales increased by ~~$3.1~~$2.9 million or ~~19.1%~~13.9%, to ~~$19.3~~$23.1 million for the ~~third~~second fiscal quarter of ~~2017,~~2018, as compared to ~~$16.2~~$20.2 million for the same period of ~~2016.~~2017. Our export sales increased by ~~$6.8~~$6.7 million or ~~14.6%~~19.5%, to ~~$53.5~~$40.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to ~~$46.7~~$34.2 million for the same period of ~~2016.~~2017. The increase in export sales was mainly due to our broadened customer base.

Cost of Sales and Gross Profit

Cost of sales for the three months ended ~~September~~June 30, ~~2017~~2018 were ~~$74.0~~$94.1 million, an increase of ~~$29.2~~$27.0 million or ~~65.3%~~40.3% from ~~$44.8~~$67.1 million for the three months ended June 30, 2017. Cost of sales for the six months ended June 30, 2018 were $171.6, an increase of $50.8 million or 42.1% from $120.8 million for the same period in 2017.

Our gross profit increased by 39.5% from $24.7 million for the three months ended June 30, 2017 to $34.4 million for the three month period ended ~~September~~June 30, ~~2016. Cost of sales~~2018. Our gross profit increased by 41.4% from $45.7 million for the ~~nine~~six months ended ~~September~~June 30, 2017 ~~were $194.7 million, an increase of $58.0 million or 42.5% from $136.7~~to $64.6 million for the same period of ~~2016.~~2018.

Our gross profit increased by 44.4% from $18.9 million for the period of 2016 to $27.3 million for the three month period ended September 30, 2017. Our gross profit increased by 29.6% from $56.3 million for the period of 2016 to $72.9 million for the three month period ended September 30, 2017.

Gross margin decreased to ~~26.9%~~26.8% from ~~29.7%~~26.9% for the three ~~month~~months period ended ~~September~~June 30, ~~2017~~2018 compared ~~with 2016.~~to 2017. Gross margin decreased to ~~27.2%~~27.4% from ~~29.2%~~27.5% for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared ~~with~~to the same period of ~~2016. The decrease was mainly due to the price increase of the raw materials and our further price promotion to~~2017. To strengthen our competitiveness and increase our market share, we enhanced the price promotion for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. We intend to focus in ~~2017~~2018 on increasing production efficiency, improving the technologies of products, and improving our product portfolio, to help us to maintain or increase our gross profit margins.

Cost of sales from ~~Commercial Vehicle Brake Systems~~commercial vehicle brake systems for the three months period ended ~~September~~June 30, ~~2017 were $61.9~~2018 was $79.0 million, an increase by 40.8% from $56.1 million for the same period last year. Cost of ~~$25.3~~sales from commercial vehicle brake systems for the six months ended June 30, 2018 was $144.8 million, ~~or 69.1%~~increase by 44.5% from ~~$36.6~~$100.2 million for the same period of 2016. Cost of sales from Commercial Vehicle Brake Systems for the nine months ended September 30, 2017 were $162.5 million, an increase of $50.9 million or 45.6% from $111.6 million for the same period of 2016.2017. The gross profit from ~~Commercial Vehicle Brake Systems increased~~commercial vehicle brake systems decreased by ~~47.1%~~20.8% from ~~$15.9~~$21.4 million for three month period ended ~~September~~June 30, ~~2016~~2017 to ~~$23.4~~$17.0 million for the three month period ended ~~September~~June 30, ~~2017.~~2018. The gross profit from ~~Commercial Vehicle Brake Systems~~commercial vehicle brake systems increased by ~~34.3%~~10.4% from ~~$45.8~~$38.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 to ~~$61.5~~$42.7 million for the ~~nine months ended September 30, 2017.~~same period of 2018. Gross margin from ~~Commercial Vehicle Brake Systems~~commercial vehicle brake systems decreased to ~~27.4%~~17.7% from ~~30.3%~~27.6% for the three months period ended ~~September~~June 30, ~~2017~~2018 compared to the three months period ended ~~September~~June 30, ~~2016.~~2017. Gross margin from ~~Commercial Vehicle Brake Systems~~commercial vehicle brake systems decreased to ~~27.5%~~22.8% from ~~29.1%~~27.9% for the ~~nine~~six months period ended ~~September~~June 30, ~~2017~~2018 compared ~~with~~to the ~~same~~three months period ~~of 2016.~~ended June 30, 2017.

Cost of sales from ~~Passenger Vehicle Brake Systems~~passenger vehicle brake systems for the three months period ended ~~September~~June 30, ~~2017 were $12.1~~2018 was $15.1 million, an increase ~~of $3.9 million or 48.2%~~by 37.3% from ~~$8.2~~$11.0 million for the three month period ended ~~September~~June 30, ~~2016.~~2017. Cost of sales from ~~Passenger Vehicle Brake Systems~~passenger vehicle brake systems for the ~~nine~~six months ended ~~September~~June 30, ~~2017 were $32.3~~2018 was $26.8 million, an increase ~~of $7.2 million or 28.7%~~by 30.1% from ~~$25.1~~$20.6 million for the same period of ~~2016.~~2017. The gross profit from ~~Passenger Vehicle Brake Systems~~passenger vehicle brake systems increased by ~~29.7%~~430.3% from ~~$3.0~~$3.3 million for the three month period ended ~~September~~June 30, ~~2016~~2017 to ~~$3.9~~$17.5 million for the three month period ended ~~September~~June 30, ~~2017.~~2018. The gross profit from ~~Passenger Vehicle Brake Systems~~passenger vehicle brake systems increased by ~~8.7%~~212.9% from ~~$10.5~~$7.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 to ~~$11.4~~$21.9 million for the same period ~~of 2017.~~ended June 30, 2018. Gross margin from ~~Passenger Vehicle Brake Systems decreased~~passenger vehicle brake systems increased to ~~24.4%~~53.7% from 22.9% for the three months ended ~~September~~June 30, ~~2017, as~~2018 compared to ~~27.0% for~~ the three months period ended ~~September~~June 30, ~~2016.~~2017. Gross margin from ~~Passenger Vehicle Brake Systems decreased~~passenger vehicle brake systems increased to ~~26.1%~~45.0% from 25.4% for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared ~~to 29.5% for~~with the same period in ~~2016.~~2017.

Selling and Distribution Expenses

Selling and distribution expenses were ~~$8.3~~$14.0 million for the three months ended ~~September~~June 30, ~~2017,~~2018, as compared to ~~$7.9~~$9.0 million for the same period of ~~2016,~~2017, an increase of ~~$0.4~~$5.0 million or ~~5.1%~~55.3%. Selling and distribution expenses were ~~$22.9~~$24.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to ~~$20.6~~$14.6 million for the same period of ~~2016,~~2017, an increase of ~~$2.3~~$9.4 million or ~~11.2%~~64.4%. The increase was mainly due to increased ~~freight expense~~packaging expenses, repair fees, and ~~packaging expenses.~~product warranty fees.

As a percentage of sales revenue, selling expenses ~~decreased~~increased to ~~8.2%~~10.9% for the three months ended ~~September~~June 30, ~~2017,~~2018, as compared to ~~12.8%~~9.8% for the same period in ~~2016.~~2017. As a percentage of sales revenue, selling expenses ~~decreased~~increased to ~~8.5%~~10.2% for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to ~~10.9%~~8.8% for the same period in ~~2016.~~2017.

General and Administrative Expenses

General and administrative expenses were ~~$4.8~~$7.7 million for the three months ended ~~September~~June 30, ~~2017,~~2018, as compared to ~~$4.9~~$4.7 million for the same period of ~~2016, a decrease~~2017, an increase of ~~$0.1~~$3.0 million or ~~2.0%~~63.4%. General and administrative expenses were ~~$13.5~~$12.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to ~~$16.7~~$8.8 million for the same period of ~~2016, a decrease~~2017, an increase of ~~$3.2~~$3.7 million or ~~19.2%~~42.4%. The ~~decrease~~increase was mainly due to the ~~decrease in~~increase of bad debt expense and employee salaries for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~ 2018.

As a percentage of sales revenue, general and administrative expenses ~~decreased~~increased to ~~4.7%~~6.0% for the three months ended ~~September~~June 30, ~~2017,~~2018, as compared to ~~7.9%~~5.1% for the same period in ~~2016.~~2017. As a percentage of sales revenue, general and administrative expenses ~~decreased to 5.1%~~were both 5.3% for the ~~nine~~six months ended ~~September~~June 30, ~~2017, as compared to 8.8%~~2018, and for the same period in ~~2016.~~2017.

Research and Development Expenses

Research and development expenses include payroll, employee benefits, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development costs. For the three months ended ~~September~~June 30, ~~2017,~~2018, research and development expenses were ~~$2.9~~$5.3 million, as compared to ~~$2.4~~$2.5 million for the same period of ~~2016,~~2017, an increase of ~~$0.5~~$2.8 million. For the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, research and development expenses were ~~$7.5~~$8.9 million, as compared to ~~$6.5~~$4.5 million for the same period of ~~2016,~~2017, an increase of ~~$1.0~~$4.4 million.

Other Operating Income

Other operating income was ~~$0.5~~$2.4 million for the three months ended ~~September~~June 30, ~~2017,~~2018, as compared to $0.3 million for the three months ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$0.2~~$2.1 million. Other operating income was ~~$1.2~~$4.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to ~~$0.7~~$0.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, an increase of ~~$0.5~~$4.0 million. The increase was mainly due to an increase in sales of raw material ~~scrap.~~scraps.

Depreciation and Amortization

Depreciation and amortization expense ~~was $2.4~~increased to $3.0 million for the three months ended ~~September~~June 30, ~~2017,~~2018, compared with that of ~~$1.9~~$2.2 million for the same period of ~~2016.~~2017, an increase of $0.8 million. Depreciation and amortization expenses increased to ~~$6.6~~$5.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, compared with that of ~~$5.4~~$4.2 million for the same period of ~~2016,~~2017, an increase of ~~$1.2~~$1.6 million. The increase ~~in depreciation and amortization expenses~~ was ~~primarily~~mainly due to some new addition in PPE and the purchase of ~~production equipment and~~land in the ~~land and factory transaction with Ruili Group which occurred in May~~third quarter of ~~2016.~~2017.

Interest income

The interest income for the three months ended ~~September~~June 30, ~~2017, decreased by $0.01~~2018, increased to $0.8 million, ~~to $0.02 million from $0.03 million for~~compared with the same period of ~~2016.~~2017. The interest income for the ~~nine~~six months ended ~~September~~June 30, ~~2017, decreased by $0.96~~2018, increased to $2.3 million, ~~to $0.04 million from $1.0 million for~~compared with the same period of ~~2016. The decrease was primarily~~2017, mainly due to ~~decreased short term investments~~increased interest income from advances to related parties during the period.

Interest Expenses

The interest expenses for the three months ended ~~September~~June 30, ~~2017,~~2018, increased by ~~$0.6~~$3.0 million to ~~$0.8 million from $0.2 million for the same period of 2016. The interest expenses for the nine months ended September 30, 2017, increased by $1.3 million to $1.8~~$3.5 million from $0.5 million for the same period of ~~2016,~~2017. The interest expenses for the six months ended June 30, 2018, increased by $5.9 million to $6.9 million from $1.0 million for the same period of 2017, mainly due to increased interest rate and increased amount of average loans outstanding during the period.

Income Tax

In December 2017, the Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted into law and the new legislation contains several key tax provisions that affected the Company, including, among others, a reduction of the federal corporate income tax rate to 21% effective January 1, 2018, and a recognition of the U.S. corporate income tax based on the deemed repatriation to the United States of the Company’s share of previously deferred earnings of certain non-U.S. subsidiaries of the Company upon enactment of the 2017 Act. The Company is required to recognize the effect of the 2017 Tax Act in the period of enactment. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), Income Tax Accounting Implications of the 2017 Tax Cuts and Jobs Act, which allows the Company to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. The Company is proactively evaluating the impact of the Tax Act, however, as of the filing date, the Company was unable to determine a reasonable provision of the tax effects of the Tax Act. Therefore, no provisional amounts have been recorded on the consolidated financial statements as of December 31, 2017 and for the six months ended June 30, 2018 in accordance with SAB 118.

In ~~2009,~~2015, the Joint Venture was awarded the Chinese government's "High-Tech Enterprise" ~~designation. The High-Tech Enterprise certificate~~designation for a third time, which is valid for three years and provides for a reduced tax rate for years 2009 through 2011. In December 2012, the Joint Venture passed the re-assessment of the High-Tech Enterprise certificate by the government, according to the relevant PRC income tax laws. Accordingly, it continued to be taxed at a 15% rate in 2012 through 2014. The Company used a tax rate of 25% for the first three quarters of 2015. In the fourth quarter of 2015, the Joint Venture passed the re-assessment by the government, based on PRC income tax laws. Accordingly, it continues to be taxed at the 15% tax rate in 2015, 2016 and 2017. ~~The current income~~As the “High-Tech Enterprise” designation expired in 2018, the Joint Venture is undergoing the re-assessment by the government and the Company estimates it is highly probable that the designation will be awarded and therefore the 15% tax rate is used ~~by the Company~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2017 is 15%.~~2018.

Income tax expense was ~~$1.6~~$1.2 million for the three months ended ~~September~~June 30, ~~2017,~~2018, as compared to ~~$0.4~~$1.3 million for the three months ended ~~September~~June 30, ~~2016.~~2017. Income tax expense was ~~$4.2 million~~$2.8 for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to ~~$1.7 million~~$2.6 for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017.

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. On December 15, 2015, the Company disposed of its entire 60% equity interest in SIH. Net income attributable to noncontrolling interest in subsidiaries amounted to ~~$1.0 million and $0.4~~$0.7 million for the ~~third~~second fiscal quarter ended ~~September~~June 30, ~~2017~~2018 and ~~2016, respectively.~~2017. Net income attributable to non-controlling interest in subsidiaries amounted to ~~$2.4~~$1.7 million and ~~$1.2~~$1.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively.

Net Income Attributable to Stockholders

The net income attributable to stockholders for the fiscal quarter ended ~~September~~June 30, ~~2017,~~2018, increased by ~~$5.4~~$0.8 million, to ~~$8.6~~$6.7 million from ~~$3.2~~$5.9 million for the fiscal quarter ended ~~September~~June 30, ~~2016~~2017 due to the factors discussed above. The net income attributable to stockholders for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, increased by ~~$10.5~~$2.2 million, to ~~$21.4~~$15.0 million from ~~$10.9~~$12.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 due to the factors discussed above. Earnings per share (“EPS”), both basic and diluted, for the fiscal quarter ended ~~September~~June 30, 2018 and 2017, were $0.35 and ~~2016, were $0.44 and $0.17,~~$0.31, respectively. EPS, both basic and diluted, for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, were $0.78 and ~~2016, were $1.11 and $0.57,~~$0.67, respectively. ~~The increase was primarily due to increased sales and gross profit.~~

FINANCIAL CONDITION

Liquidity and Capital Resources

As of ~~September~~June 30, ~~2017,~~2018, the Company had cash, ~~and~~ cash equivalents, and restricted cash of ~~$7.7~~$76.4 million, as compared to cash, ~~and~~ cash equivalents, and restricted cash of ~~$8.1~~$4.6 million as of December 31, ~~2016.~~2017. The Company had working capital of ~~$97.2~~$87.4 million ~~on September~~at June 30, ~~2017,~~2018, as compared to working capital of ~~$100.3~~$111.4 million onat December 31, ~~2016,~~2017, reflecting current ratios of ~~1.45:~~1.2:1 and ~~1.72:~~1.3:1, respectively.

OPERATING - Net cash provided byin operating activities was ~~$15.0~~$66.1 million for ~~nine~~six months ended ~~September~~June 30, ~~2017, an increase of $11.7 million, as compared with $3.3 million of net cash provided in operating activities in~~2018. For the same period in ~~2016.~~2017, net cash used in operating activities was $3.2 million. Such ~~increase~~change was primarily due to the increased ~~sales~~cash inflow resulted by changes in accounts payable and ~~deposits received from customers.~~bank acceptance notes to vendors.

INVESTING - During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, the Company ~~expended~~used net cash of ~~$43.9~~$1.8 million in investing activities mainly for ~~acquisitions of property, plant, and equipment and land use rights.~~advances to related parties. For the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, the Company used net cash of ~~$44.1~~$29.6 million ~~was provided by~~in investing activities.

FINANCING - During the ~~nine~~six month period ended ~~September~~June 30, ~~2017,~~2018, the ~~net~~ cash provided by financing activities was $9.8 million. Cash provided in financing activities was ~~$28.1 million. Net cash used in financing activities was $70.4~~$27.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017. Such decrease was primarily due to the repayments to related parties and repayments of long term loans.

The Company has taken a number of steps to improve the management of our cash flow. We place more emphasis on collection of accounts receivable from our customers, and 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 in the foreseeable future.

OFF-BALANCE SHEET ARRANGEMENTS

As of ~~September~~June 30, ~~2017,~~2018, 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 laws 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. In 2007, the Company purchased the land use rights from the Ruili Group, a related party. The Company also purchased the buildings on the land in the same transaction. The purchase price of land use right and building amounted to approximately $20 million. On May 5, 2016, the Company entered into a Purchase Agreement with the Ruili Group through Ruian, pursuant to which the Company agreed to exchange the Dongshan Facility plus RMB501 million (approximately $76.5 million) in cash for Development Zone Facility. The value ~~for~~of the Dongshan Facility and Development Zone Facility ~~were~~was appraised to be ~~RMB125~~RMB 125 million (approximately $19.1 million) and ~~RMB626~~RMB 626 million (approximately $95.6 million), respectively. As of ~~Sep~~June 30, ~~2017,~~2018, total amount of RMB481 million (approximately ~~73.5~~$73.5 million) was paid to the Ruili Group in installments, and the remaining RMB20 million (approximately $3.0 million) will be paid within 10 days of completion of the required procedures for transferring the title of the facilities and the land use ~~rights~~right as specified in the Purchase Agreement.

Even if the Company is unable to timely resolve obtain the land use right certificate for the land and related building, the Company believes that there will be no potential adverse implication on the Company for the following reasons.

1. The Company acquired the land use rights in a transaction between the Company and the Ruili Group, a related party. The Ruili Group, as the original land use right owner, has granted the land use right to the Company by contract which is supported by valid consideration.

2. No third party would oppose the Company’s use of the land, because no third party has any interest in the land use right or property ownership right, other than the Ruili Group and the government.

a) The Ruili Group promised that the Company has the right to use the land and related building, even before the land use certificate is transferred.

b) According to the laws of China, the government owns all the land and the buildings attached to the land in China. Once the land use right is granted to Ruili Group, Ruili Group has the right to assign its land use rights to any third parties, including the Company, without interference from the government. Therefore, it is unlikely that the government will oppose the Company’s right to use the land and related building.

c) The Company has reserved tax payables in the amount of RMB 19,007,341 (approximately US$2,872.675) on its consolidated balance sheets under the line item “accrued expenses” as if no reduction or exemption of tax is approved. This amount was determined based on a 3% tax rate on the consideration paid for the land use right in the transaction, which the Company considered as the most probable amount of tax liability. This amount also represented the maximum amount of tax the Company expects to pay if the negotiation with the local government ultimately is not successful.

1.32

The Company acquired the land use rights in a transaction between the Company and the Ruili Group, a related party. The Ruili Group, as the original land use right owner, has granted the land use right to the Company by contract which is supported by valid consideration.

~~No third party would oppose the Company’s use of the land, because no third party has any interest in the land use right or property ownership right, other than the Ruili Group and the government.~~

~~The Ruili Group promised that the Company has the right to use the land and related building, even before the land use certificate is transferred.~~

According to the laws of China, the government owns all the land and the buildings attached to the land in China. Once the land use right is granted to Ruili Group, Ruili Group has the right to assign its land use rights to any third parties, including the Company, without interference from the government. Therefore, it is unlikely that the government will oppose the Company’s right to use the land and related building.

The Company has reserved tax payables in the amount of RMB 19,590,000 (approximately $2,891,580) on its consolidated balance sheets under the line item “accrued expenses” as if no reduction or exemption of tax is approved. This amount was determined based on a 3% tax rate on the consideration paid for the land use right in the transaction, which the Company considered as the most probable amount of tax liability. This amount also represented the maximum amount of tax the Company expects to pay if the negotiation with the local government ultimately is not successful.

CONTRACTUAL OBLIGATIONS

As of ~~September~~June 30, ~~2017,~~2018, we had no material changes outside the ordinary course of business in our contractual ~~obligations~~obligations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures:

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs. As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of ~~September~~June 30, ~~2017~~2018 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 (as defined in Rules 13a-15(b) and 15d-15(b) of the Exchange Act). Based on this evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures, as of ~~September~~June 30, ~~2017,~~2018, were effective, in all material respects, for the purpose stated above.

Changes in Internal Control over Financial Reporting:

There were no changes in the Company’s internal control over financial reporting during the three months ended ~~September~~June 30, ~~2017~~2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

3.1		Amended and Restated Articles of Incorporation, as further amended (approved May 27, 2010). (1)

3.2		Amended and Restated Bylaws effective as of March 14, 2009. (2)

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)

101.1NS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

(1)

Incorporated herein by reference from the Registrant’s Form 8-K Current Report filed with the Securities and Exchange Commission, on June 1, 2010.

(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)

Furnished 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.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~Dated: November~~Dated : August 14, ~~2017~~	2018	SORL AUTO PARTS, INC.

		By:	~~/s/~~ /s/ Xiao Ping Zhang

	Name: Xiao Ping Zhang
		Title: Chief Executive Officer
		(Principal Executive Officer)

		By:	~~/s/~~ /s/ Zong Yun Zhou

	Name: Zong Yun Zhou
		Title: Chief Financial Officer
	(Principal Accounting Officer)

DELAWARE	30-0091294
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Large Accelerated Filer¨	Accelerated Filer¨	Non-Accelerated Filer¨	Smaller Reporting Companyx

~~Emerging Growth Company~~¨

			Page

PART I.		FINANCIAL INFORMATION (Unaudited)	3

Item 1.	Financial Statements:

~~Item 1.~~		~~Financial Statements:~~Consolidated Balance Sheets as of June 30, 2018 (Unaudited) and December 31, 2017	3

		~~Consolidated Balance Sheets as of September 30, 2017 (Unaudited) and December 31, 2016~~	3

		Consolidated Statements of Income and Comprehensive Income (Loss) for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, 2018 and 2017 ~~and 2016~~ (Unaudited)	4

		Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, 2018 and 2017 ~~and 2016~~ (Unaudited)	5

		Consolidated Statements of Changes in Equity for the ~~Nine Months~~Six months Ended ~~September~~June 30, ~~2017~~2018 (Unaudited)	6

		Notes to Consolidated Financial Statements (Unaudited)	7

Item 2.		Management’s Discussion and Analysis or Financial Condition and Results of Operations	2224

Item 3.		Quantitative and Qualitative Disclosures About Market Risk	3133

Item 4.		Controls and Procedures	3133


PART II.		OTHER INFORMATION	3134

Item 1.		Legal Proceedings.	3134

Item 1A.		Risk Factors.	3134

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds.	3134

Item 3.		Defaults Upon Senior Securities.	3234

Item 4.		Mine Safety Disclosures.	3234

Item 5.		Other Information.	3234

Item 6.		Exhibits	3235

SIGNATURES		3336

	September 30, 2017			December 31, 2016				June 30, 2018				December 31, 2017
	(Unaudited)							(Unaudited)
Assets
Current Assets
Cash and cash equivalents	US$	7,653,174		US$	8,057,155		US$		24,525,413		US$		4,221,940
Accounts receivable, net, including $0 and $5,025,509 from related parties at September 30, 2017 and December 31, 2016, respectively		125,807,155			102,129,294
Bank acceptance notes receivable		66,563,935			42,697,276
Accounts receivable, net, including $1,503,376 and $1,297,734 from related party at June 30, 2018 and December 31, 2017, respectively									183,072,448				134,384,961
Bank acceptance notes from customers									129,662,579				116,040,688
Inventories		83,079,686			65,776,517				136,914,131				114,300,564
Prepayments, current, including $138,075 and $0 from related parties at September 30, 2017 and December 31, 2016, respectively		11,811,104			10,797,601
Advances to related party		9,011,700			-
Prepayments, current, including $3,440,141 and $999,527 to related party at June 30, 2018 and December 31, 2017, respectively									26,885,985				8,826,004
Restricted cash		700,974			5,476,621				51,858,438				376,236
Other current assets		6,632,395			1,124,608
Deferred tax assets		3,312,529			3,210,575
Advances to related parties									31,997,128				72,318,224
Other current assets, net									9,608,654				5,555,568
Total Current Assets		314,572,652			239,269,647				594,524,776				456,024,185

Property, plant and equipment, net		72,977,873			53,737,706				84,281,312				79,828,006
Land use rights, net		14,796,670			8,309,333				22,266,453				14,912,134
Intangible assets, net		5,263			11,438				-				3,341
Deposits on loan agreements									10,579,452				10,712,865
Prepayments, non-current		9,184,597			-				31,050,766				16,594,987
Deferred tax assets									3,566,820				4,240,424
Total Non-current Assets		96,964,403			62,058,477				151,744,803				126,291,757
Total Assets	US$	411,537,055		US$	301,328,124		US$		746,269,579		US$		582,315,942

Liabilities and Equity
Current Liabilities
Accounts payable and bank acceptance notes to vendors, including $2,188,003 and $1,953,707 to related parties at September 30, 2017 and December 31, 2016, respectively	US$	70,124,109		US$	65,672,626
Accounts payable and bank acceptance notes to vendors, including $7,397,162 and $15,896,804 due to related parties at June 30, 2018 and December 31, 2017, respectively							US$		222,438,493		US$		118,051,633
Deposits received from customers		40,656,344			22,733,742				62,481,147				43,087,473
Short term bank loans		77,779,094			27,416,376				162,173,062				125,380,899
Current portion of long term loans									23,938,329				24,266,031
Income tax payable		1,972,847			996,522				1,348,557				3,249,727
Accrued expenses		19,981,863			20,103,392				19,007,341				25,154,658
Due to related party		4,129,808			-				11,536,621				1,572,963
Deferred income									755,675				1,020,273
Other current liabilities		2,695,541			2,013,943				3,403,573				2,857,130
Total Current Liabilities		217,339,606			138,936,601				507,082,798				344,640,787

Long term loans, less current portion and net of unamortized debt issuance costs									25,177,921				37,383,224
Total Non-current Liabilities									25,177,921				37,383,224
Total Liabilities		217,339,606			138,936,601				532,260,719				382,024,011

Equity
Preferred stock - no par value; 1,000,000 authorized; none issued and outstanding as of September 30, 2017 and December 31, 2016		-			-
Common stock - $0.002 par value; 50,000,000 authorized, 19,304,921 issued and outstanding as of September 30, 2017 and December 31, 2016		38,609			38,609
Preferred stock - no par value; 1,000,000 authorized; none issued and outstanding as of June 30, 2018 and December 31, 2017									-				-
Common stock - $0.002 par value; 50,000,000 authorized, 19,304,921 issued and outstanding as of June 30, 2018 and December 31, 2017									38,609				38,609
Additional paid-in capital		(28,582,654	)		(28,582,654	)			(28,582,654	)			(28,582,654	)
Reserves		17,273,279			15,129,935				19,064,049				17,562,357
Accumulated other comprehensive income		13,308,933			6,117,042				13,231,502				15,903,188
Retained earnings		165,642,629			146,352,530				181,759,559				168,244,329
Total SORL Auto Parts, Inc. Stockholders' Equity		167,680,796			139,055,462				185,511,065				173,165,829
Noncontrolling Interest in Subsidiaries		26,516,653			23,336,061
Noncontrolling Interest In Subsidiaries									28,497,795				27,126,102
Total Equity		194,197,449			162,391,523				214,008,860				200,291,931
Total Liabilities and Equity	US$	411,537,055		US$	301,328,124		US$		746,269,579		US$		582,315,942

	Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,								Six Months Ended June 30,
	2017			2016			2017			2016				2018				2017				2018				2017

Sales	US$	101,329,628		US$	63,706,397		US$	267,589,953		US$	192,917,633		US$		128,504,952		US$		91,729,568		US$		236,231,634		US$		166,475,962
Include: sales to related parties		7,401,464			3,315,026			13,479,162			11,518,005				5,962,527				2,702,573				13,663,581				6,322,970
Cost of sales		74,027,933			44,794,499			194,703,290			136,657,152				94,074,682				67,056,897				171,601,878				120,757,355
Gross profit		27,301,695			18,911,898			72,886,663			56,260,481				34,430,270				24,672,671				64,629,756				45,718,607

Expenses:
Selling and distribution expenses		8,283,704			7,949,947			22,877,889			20,637,464				13,956,009				8,985,562				23,993,870				14,594,185
General and administrative expenses		4,761,787			4,878,979			13,517,222			16,717,966				7,694,411				4,710,522				12,468,189				8,755,435
Research and development expenses		2,941,243			2,409,891			7,477,902			6,533,540				5,331,956				2,481,563				8,922,358				4,536,659
Total operating expenses		15,986,734			15,238,817			43,873,013			43,888,970				26,982,376				16,177,647				45,384,417				27,886,279

Other operating income, net		473,610			60,659			1,185,958			144,715				2,379,227				288,472				4,576,551				578,709

Income from operations		11,788,571			3,733,740			30,199,608			12,516,226				9,827,121				8,783,496				23,821,890				18,411,037

Interest income		16,150			33,979			38,175			1,047,667				811,580				11,475				2,299,844				22,025
Government grants		1,006,033			424,029			1,119,337			569,041				609,592				84,395				743,525				113,304
Other income		47,262			212,513			47,976			763,534				175,627				50				202,693				714
Interest expenses		(804,499	)		(214,974	)		(1,827,835	)		(515,547	)			(3,529,416	)			(542,176	)			(6,883,127	)			(1,023,336	)
Exchange differences															1,091,208				(417,118	)			489,922				(509,850	)
Other expenses		(886,782	)		(155,261	)		(1,536,921	)		(582,820	)			(254,271	)			(25,490	)			(1,145,085	)			(140,289	)

Income before income taxes provision		11,166,735			4,034,026			28,040,340			13,798,101				8,731,441				7,894,632				19,529,662				16,873,605

Income taxes provision		1,627,721			435,534			4,225,404			1,677,987
Provision for income taxes															1,238,752				1,311,509				2,844,193				2,597,683

Net income	US$	9,539,014		US$	3,598,492		US$	23,814,936		US$	12,120,114		US$		7,492,689		US$		6,583,123		US$		16,685,469		US$		14,275,922

Net income attributable to noncontrolling interest in subsidiaries		953,901			359,849			2,381,493			1,212,011				749,269				658,312				1,668,547				1,427,592

Net income attributable to common stockholders	US$	8,585,113		US$	3,238,643		US$	21,433,443		US$	10,908,103		US$		6,743,420		US$		5,924,811		US$		15,016,922		US$		12,848,330

Comprehensive income:

Net income	US$	9,539,014		US$	3,598,492		US$	23,814,936		US$	12,120,114		US$		7,492,689		US$		6,583,123		US$		16,685,469		US$		14,275,922
Foreign currency translation adjustments		3,856,038			(1,109,719	)		7,990,990			(4,599,246	)			(11,013,074	)			3,223,520				(2,968,540	)			4,134,952
Comprehensive income		13,395,052			2,488,773			31,805,926			7,520,868
Comprehensive income attributable to noncontrolling interest in subsidiaries		1,339,505			248,877			3,180,592			752,086
Comprehensive income attributable to common stockholders	US$	12,055,547		US$	2,239,896		US$	28,625,334		US$	6,768,782
Comprehensive income (loss)															(3,520,385	)			9,806,643				13,716,929				18,410,874
Comprehensive income (loss) attributable to noncontrolling interest in subsidiaries															(352,038	)			980,664				1,371,693				1,841,087
Comprehensive income (loss) attributable to common stockholders													US$		(3,168,347	)	US$		8,825,979		US$		12,345,236		US$		16,569,787

Weighted average common share - basic		19,304,921			19,304,921			19,304,921			19,304,921				19,304,921				19,304,921				19,304,921				19,304,921

Weighted average common share - diluted		19,304,921			19,304,921			19,304,921			19,304,921				19,304,921				19,304,921				19,304,921				19,304,921

EPS - basic	US$	0.44		US$	0.17		US$	1.11		US$	0.57		US$		0.35		US$		0.31		US$		0.78		US$		0.67

EPS - diluted	US$	0.44		US$	0.17		US$	1.11		US$	0.57		US$		0.35		US$		0.31		US$		0.78		US$		0.67

	Nine Months Ended September 30,
	2017			2016

Cash Flows From Operating Activities
Net income	US$	23,814,936		US$	12,120,114
Adjustments to reconcile net income to net cash provided by operating activities:

Allowance for doubtful accounts		759,854			6,328,318
Depreciation and amortization		6,623,082			5,357,366
Deferred income tax		42,583			(1,253,285	)

Changes in assets and liabilities:
Accounts receivable		(19,276,498	)		(21,237,420	)
Bank acceptance notes receivable		2,056,320			(22,588,093	)
Other current assets		(2,317,124	)		(360,110	)
Inventories		(13,792,530	)		8,225,129
Prepayments, current		(1,312,081	)		(5,240,758	)
Prepaid capital lease interest		-			86,777
Accounts payable and bank acceptance notes to vendors		1,347,005			15,400,637
Income tax payable		909,912			1,153,011
Deposits received from customers		16,516,529			4,217,264
Other current liabilities and accrued expenses		(371,575	)		1,086,934
Net Cash Flows Provided By Operating Activities		15,000,413			3,295,884

Cash Flows From Investing Activities
Change in short term investments		-			60,567,408
Acquisition and prepayments of property, plant and equipment and land use rights		(36,882,570	)		(12,266,591	)
Deposit for acquisition of land use rights		(2,982,537	)		-
Advances to related party		(8,919,241	)		(18,247,384	)
Repayment of advances to related party		-			18,247,384
Change in restricted cash		4,871,113			(4,193,003	)
Net Cash Flows Provided By (Used In) Investing Activities		(43,913,235	)		44,107,814

Cash Flows From Financing Activities
Proceeds from bank loans		84,149,040			39,309,937
Repayment of bank loans		(36,149,680	)		(37,110,783	)
Proceeds from related parties		93,191,843			-
Repayments to related parties		(113,071,629	)		-
Distribution to controlling shareholder in connection with plant and land use rights exchange with entity under common control		-			(70,781,668	)
Repayment of capital lease		-			(1,779,040	)
Net Cash Flows Provided By (Used In) Financing Activities		28,119,574			(70,361,554	)

Effects on changes in foreign exchange rate		389,267			216,995

Net change in cash and cash equivalents		(403,981	)		(22,740,861	)

Cash and cash equivalents- beginning of the period		8,057,155			30,230,828

Cash and cash equivalents - end of the period	US$	7,653,174		US$	7,489,967

Supplemental Cash Flow Disclosures:
Interest paid	US$	1,255,540		US$	575,349
Income taxes paid	US$	3,272,909		US$	2,340,720

Non-cash Investing and Financing Transactions
Transfer of plant and land use right to entity under common control	US$	-		US$	17,342,372
Liabilities assumed in connection with the plant and land use right exchange	US$	-		US$	5,351,196
Loans from related party in the form of bank acceptance notes	US$	23,515,527		US$	-

	Number of Share		Common Stock		Additional Paid-in Capital			Reserves		Retained Earnings			Accumulated Other Comprehensive Income			Total SORL Auto Parts, Inc. Stockholders' Equity			Noncontrolling Interest			Total Equity
Balance as of December 31, 2017		19,304,921	$	38,609	$	(28,582,654	)	$	17,562,357	$	168,244,329		$	15,903,188		$	173,165,829		$	27,126,102		$	200,291,931

Net income		-		-		-			-		15,016,922			-			15,016,922			1,668,547			16,685,469

Foreign currency translation adjustment		-		-		-			-		-			(2,671,686	)		(2,671,686	)		(296,854	)		(2,968,540	)

Transfer to reserve		-		-		-			1,501,692		(1,501,692	)		-			-			-			-

Balance as of June 30, 2018		19,304,921	$	38,609	$	(28,582,654	)	$	19,064,049	$	181,759,559		$	13,231,502		$	185,511,065		$	28,497,795		$	214,008,860

	Number of Share		Common Stock		Additional Paid-in Capital			Reserves		Retained Earnings			Accumulated Other Comprehensive Income		Total SORL Auto Parts, Inc. Stockholders’ Equity		Noncontrolling Interest		Total Equity
Balance as of December 31, 2016		19,304,921	$	38,609	$	(28,582,654	)	$	15,129,935	$	146,352,530		$	6,117,042	$	139,055,462	$	23,336,061	$	162,391,523

Net income		-		-		-			-		21,433,443			-		21,433,443		2,381,493		23,814,936

Foreign currency translation adjustment		-		-		-			-		-			7,191,891		7,191,891		799,099		7,990,990

Transfer to reserve		-		-		-			2,143,344		(2,143,344	)		-		-		-		-

Balance as of September 30, 2017		19,304,921	$	38,609	$	(28,582,654	)	$	17,273,279	$	165,642,629		$	13,308,933	$	167,680,796	$	26,516,653	$	194,197,449

Name of Related Party		Nature of Relationship
Xiao Ping Zhang		Principal shareholder, Chairman of the Board and Chief Executive Officer

Shu Ping Chi		Shareholder, member of the Board, wife of Xiao Ping Zhang

Xiao Feng Zhang		Shareholder, member of the Board, brother of Xiao Ping Zhang

Ruili Group Co., Ltd. ("Ruili Group")		10% shareholder of Joint Venture and is collectively controlled by Xiao Ping Zhang, Shu Ping Chi, and Xiao Feng Zhang

Guangzhou Ruili Kormee Automotive Electronic Co., Ltd. ("Guangzhou Kormee")		Controlled by Ruili Group

Wenzhou Ruili Kormee Automotive Electronics Co., Ltd. (“Ruian Kormee” and formerly known as “Ruian Kormee Automobile Braking Co., Ltd.”)		Wholly controlled by Guangzhou Kormee

Shanghai Dachao Electric Technology Co., Ltd. ("Shanghai Dachao")		Ruili Group holds 66% of the equity interests in Shanghai Dachao

Ruili MeiLian Air Management System (LangFang) Co., Ltd. ("Ruili Meilian")		Controlled by Ruili Group

Wenzhou Lichuang Automobile Parts Co., Ltd. ("Wenzhou Lichuang")		Controlled by Ruili Group

Ningbo Ruili Equipment Co., Ltd. ("Ningbo Ruili")		Controlled by Ruili Group

Shanghai Ruili Real Estate Development Co., Ltd. ("Shanghai Ruili")		Wholly owned by Ruili Group

Kunshan Yuetu Real Estate Development Co., Ltd. ("Kunshan Yuetu")		Collectively owned by Ruili Group and Shu Ping Chi

Shanghai Tabouk Auto Components Co., Ltd. ("Shanghai Tabouk")		Collectively owned by Xiao Feng Zhang and Xiao Ping Zhang

Hangzhou Ruili Property Development Co., Ltd.		Collectively owned by Ruili Group and Xiao Ping Zhang

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016		2018		2017		2018		2017
PURCHASES FROM:
Guangzhou Kormee Automotive Electronic Control Technology Co., Ltd.	$	124,340	$	138,580	$	1,449,946	$	826,474
Ruian Kormee Automobile Braking Co., Ltd.		328,680		450,665		1,085,483		807,769
Ruili MeiLian Air Management System (LangFang) Co., Ltd.		1,457,104		—		3,613,415		—
Guangzhou Ruili Kormee Automotive Electronic Co., Ltd.									$	1,744,095	$	989,679	$	1,744,095	$	1,325,606
Wenzhou Ruili Kormee Automotive Electronics Co., Ltd.										1,057,603		401,132		1,413,096		756,803
Shanghai Dachao Electric Technology Co., Ltd.		—		82,671		55,230		116,415		231,069		—		376,687		55,230
Ruili Group Co., Ltd.		1,335,449		1,027,210		3,845,123		2,972,963
Total Purchases	$	3,245,573	$	1,699,126	$	10,049,197	$	4,723,621

SALES TO:
Guangzhou Kormee Automotive Electronic Control Technology Co., Ltd.	$	3,125,127	$	1,529,583	$	4,874,568	$	3,174,040
Ruian Kormee Automobile Braking Co., Ltd.		103,242		—		115,429		9,477
Ruili MeiLian Air Management System (LangFang) Co., Ltd.		245,735		—		634,022		—		2,503,163		1,373,241		4,974,406		2,156,311
Ruili Group Co., Ltd.		3,927,360		1,785,443		7,855,143		8,334,488		2,249,962		1,382,956		3,966,750		2,509,674
Total Sales	$	7,401,464	$	3,315,026	$	13,479,162	$	11,518,005
Wenzhou Lichuang Automobile Parts Co., Ltd.										5,763,176		—		7,544,892		—
Total purchases									$	13,549,068	$	4,147,008	$	20,019,926	$	6,803,624
SALES TO:
Guangzhou Ruili Kormee Automotive Electronic Co., Ltd.									$	3,461,778	$	972,084	$	5,814,806	$	1,749,441
Wenzhou Ruili Kormee Automotive Electronics Co., Ltd.										54,470		12,187		54,470		12,187
Ruili MeiLian Air Management System (LangFang) Co., Ltd.										313,940		388,287		843,813		388,287
Ruili Group Co., Ltd.										1,664,885		900,859		6,076,172		3,927,783
ShanghaiTabouk Auto Components Co., Ltd.										467,454		429,156		874,320		633,559
Total sales									$	5,962,527	$	2,702,573	$	13,663,581	$	6,711,257

	September30,		December 31,
	2017		2016
ACCOUNTS RECEIVABLE FROM RELATED PARTIES
Ruili Group Co., Ltd.	$	—	$	4,361,010
Guangzhou Kormee Automotive Electronic Control Technology Co., Ltd.		—		664,499
Total	$	—	$	5,025,509

PREPAYMENTS TO RELATED PARTIES
Guangzhou Kormee Automotive Electronic Control Technology Co., Ltd.	$	63,025	$	—
Shanghai Dachao Electric Technology Co., Ltd.		75,050		—
Total	$	138,075	$	—

ADVANCES TO RELATED PARTY
Ruili Group Co., Ltd.	$	9,011,700	$	—
Total	$	9,011,700	$	—

ACCOUNTS PAYABLE AND BANK ACCEPTANCE NOTES TO RELATED PARTIES
Ruian Kormee Automobile Braking Co., Ltd.	$	—	$	628,310
Shanghai Dachao Electric Technology Co., Ltd.		—		100,441
Ruili MeiLian Air Management System (LangFang) Co., Ltd.		2,188,003		1,224,956
Total	$	2,188,003	$	1,953,707

DUE TO RELATED PARTY
Ruian Kormee Automobile Braking Co., Ltd.	$	4,129,808	$	—
Total	$	4,129,808	$	—

	As of June 30, 2018		As of December 31, 2017
ADVANCES TO RELATED PARTIES
Ruili Group Co., Ltd.	$	31,194,813	$	5,711,605
Shanghai Ruili Real Estate Development Co., Ltd.		645,275		65,069,497
Kunshan Yuetu Real Estate Development Co., Ltd.		157,040		1,537,122
Total advances to related parties	$	31,997,128	$	72,318,224

ACCOUNTS RECEIVABLE
Shanghai Tabouk Auto Components Co., Ltd.	$	1,503,376	$	1,297,734
Total accounts receivable	$	1,503,376	$	1,297,734

PREPAYMENTS, CURRENT
Ningbo Ruili Equipment Co., Ltd.	$	3,440,141	$	999,527
Total prepayments, current	$	3,440,141	$	999,527

ACCOUNTS PAYABLE TO RELATED PARTIES
Guangzhou Ruili Kormee Automotive Electronic Control Technology Co., Ltd.	$	1,311,917	$	3,414,719
Shanghai Dachao Electric Technology Co., Ltd.		18,173		83,178
Ruili MeiLian Air Management System (LangFang) Co., Ltd.		3,731,822		1,993,787
Wenzhou Lichuang Automobile Parts Co., Ltd.		2,335,250		10,405,120
Total accounts payable to related parties	$	7,397,162	$	15,896,804

DUE TO RELATED PARTY
Wenzhou Ruili Kormee Automotive Electronics Co., Ltd.	$	11,536,621	$	1,572,963
Total due to related party	$	11,536,621	$	1,572,963

	September 30,			December 31,
	2017			2016
Accounts receivable	$	138,797,272		$	113,815,711
Less: allowance for doubtful accounts		(12,990,117	)		(11,686,417	)
Accounts receivable, net	$	125,807,155		$	102,129,294

	June 30,			December 31,
	2018			2017

Accounts receivable	$	197,964,158		$	148,312,117
Less: allowance for doubtful accounts		(14,891,710	)		(13,927,156	)
Accounts receivable, net	$	183,072,448		$	134,384,961

	June 30, 2018		December 31, 2017

Secured	$	159,452,631	$	125,380,899
Unsecured		2,720,431		-
Total short term bank loans	$	162,173,062	$	125,380,899

$	5,611,817	Guaranteed by Ruili Group, a related party.
$	2,944,146	Pledged by Ruili Group, a related party, with its land and buildings. Guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both of who are the Company’s principal stockholders.
$	14,227,576	Guaranteed by Ruili Group, a related party, Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both of who are the Company’s principal stockholders.
$	24,861,004	Pledged by the Company with its bank acceptance notes.
$	22,600,913	Pledged by Hangzhou Ruili Zhiye Development Ltd., a related party under common control of Ruili Group, with its properties. Guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both of who are the Company’s principal stockholders.
$	6,026,910	Pledged by the Company’s land and properties. Guaranteed by Ruili Group, Xiaoping Zhang, who is one of the Company’s principal stockholders.
$	1,506,728	Pledged by Ruili Group, a related party, with its land and buildings.

$	5,778,084	Guaranteed by Ruili Group, a related party
$	12,589,079	Guaranteed by Ruili Group, a related party; Guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders
$	27,204,304	Pledged by Hangzhou Ruili Property Development Ltd., a related party under common control, with its properties; Guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders
$	19,015,396	Pledged by Ruili Group, a related party, with its land use rights and properties
$	2,824,538	Pledged by the Company with a bank deposit of $2,872,412, which was included in restricted cash on the accompanying unaudited consolidated balance sheets. Also see Note B “RESTRICTED CASH” section
$	26,297,494	Pledged by the Company with its bank acceptance notes
$	5,289,726	Pledged by Shanghai Ruili, a related party, with its properties; Guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders; Guaranteed by Ruili Group, a related party
$	60,454,010	Pledged by Shanghai Ruili, a related party, with its properties. Guaranteed by Mr. Xiao Ping Zhang and Ms. Shu Ping Chi, both the Company’s principal stockholders

	March 31, 2018			December 31, 2017
Aggregate outstanding principal balance	$	50,237,609		$	63,471,308
Less: unamortized debt issuance costs		(1,121,359	)		(1,822,053	)
Less: current portion		(23,938,329	)		(24,266,031	)
Non-current portion	$	25,177,921		$	37,383,224

	Nine Months Ended September 30, 2017			Nine Months Ended September 30, 2016			Six Months Ended June 30, 2018			Six Months Ended June 30, 2017
US statutory income tax rate		35.00	%		35.00	%		21.00	%		35.00	%
Valuation allowance recognized with respect to the loss in the US company		-35.00	%		-35.00	%		-21.00	%		-35.00	%
China statutory income tax rate		25.00	%		25.00	%		25.00	%		25.00	%
Effects of income tax exemptions and reliefs		-10.00	%		-10.00	%		-10.00	%		-10.0	%
Effects of additional deduction allowed for R&D expenses		-1.86	%		-3.54	%		-3.43	%		-3.16	%
Effects of expenses not deductible for tax purposes		0.54	%		0.74	%		2.18	%		0.51	%
Other items		1.39	%		-0.04	%		0.81	%		0.37	%
Effective tax rate		15.07	%		12.16	%		14.56	%		12.72	%

Beginning balance at January 1, 2017	$	6,517,402
Aggregate increase for new warranties issued during current period		2,261,311
Aggregate reduction for payments made		(1,207,221	)
Effect of exchange rate fluctuation		324,288
Ending balance at September 30, 2017	$	7,895,780

Beginning balance at January 1, 2018	$	6,576,895
Aggregate increase for new warranties issued during current period		1,828,168
Aggregate reduction for payments made and effect of exchange rate fluctuation		(1,155,096	)

Ending balance at June 30, 2018	$	7,249,967

	Six Month Ended June 30,
	2018			2017

NET SALES TO EXTERNAL CUSTOMERS
Commercial vehicles brake systems	$	187,578,450		$	138,849,057
Passenger vehicles brake systems		48,653,184			27,626,905

Net sales	$	236,231,634		$	166,475,962
INTERSEGMENT SALES
Commercial vehicles brake systems	$	—		$	—
Passenger vehicles brake systems		—			—

Intersegment sales	$	—		$	—

GROSS PROFIT
Commercial vehicles brake systems	$	42,734,721		$	38,696,045
Passenger vehicles brake systems		21,895,035			7,022,562
Gross profit	$	64,629,756		$	45,718,607
Selling and distribution expenses		23,993,870			14,594,185
General and administrative expenses		12,468,189			8,755,435
Research and development expenses		8,922,358			4,536,659


Other operating income, net		4,576,551			578,709

Income from operations		23,821,890			18,411,037

Interest income		2,299,844			22,025
Government grants		743,525			113,304
Other income		202,693			714
Interest expenses		(6,883,127	)		(1,023,336	)
Exchange differences		489,922			(509,850	)
Other expenses		(1,145,085	)		(140,289	)
Income before income tax expense	$	19,529,662		$	16,873,605
CAPITAL EXPENDITURE
Commercial vehicles brake systems	$	27,215,974		$	24,631,178
Passenger vehicles brake systems		6,496,986			4,930,415

Total	$	33,712,960		$	29,561,593
DEPRECIATION AND AMORTIZATION
Commercial vehicles brake systems	$	4,650,734		$	3,489,621
Passenger vehicles brake systems		1,181,824			698,190

Total	$	5,832,558		$	4,187,811

	September 30, 2017		December 31, 2016

TOTAL ASSETS
Commercial vehicles brake systems	$	346,308,432	$	248,023,179
Passenger vehicles brake systems		65,228,623		53,304,945

Total	$	411,537,055	$	301,328,124

	September 30, 2017		December 31, 2016

LONG LIVED ASSETS
Commercial vehicles brake systems	$	81,595,545	$	51,080,332
Passenger vehicles brake systems		15,368,858		10,978,145

Total	$	96,964,403	$	62,058,477

	Nine Months Ended				Nine Months Ended
	September 30, 2017				September 30, 2016
	(U.S. dollars in millions)
Commercial Vehicle Brake Systems	$	223.9	83.7	%	$	157.3	81.6	%
Passenger Vehicle Brake Systems	$	43.7	16.3	%	$	35.6	18.4	%

Total	$	267.6	100.0	%	$	192.9	100.0	%