NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 13, 201320, 2016

To our Stockholders:

The 20132016 annual meeting of stockholders of SORL Auto Parts, Inc. (SORL) will be held on June 13, 2013,20, 2016, beginning at 8:00 p.m. local time (Beijing Time) in Meeting Room No. 1, Ruili Export Base, Extension Area ofNo. 2666, Kaifaqu Avenue, Ruian Economic Development District,Zone, Ruian City, Zhejiang Province, Zip Code 325200, China. Only shareholders of record of our common stock at the close of business on April 22, 201328, 2016 (the “Record Date”) are entitled to vote at the meeting and any postponements or adjournments of the meeting. Below are proposals to be voted on at the annual meeting:

This year, we are pleased to continue taking the advantage of the Securities and Exchange Commission (the “SEC”) rule allowing companies to furnish proxy materials to stockholders over the Internet. Consequently, most stockholders will not receive paper copies of our proxy materials. We believe that this e-proxy process expedites stockholders’ receipt of proxy materials, while also lowering the costs and reducing the environmental impact of our annual meeting.

On or about May 3, 2013,8, 2016, we will begin mailing to our stockholders of record a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our 20132016 proxy statement and the annual report to stockholders for the fiscal year ended December 31, 2012,2015, and how to vote online. Please refer to the Notice for detailed instructions on how to access the proxy materials, how to cast your vote, and how to request and receive proxy materials in paper form.

It is important that your shares be represented and voted at the annual meeting. As an alternative to voting in person at the annual meeting, you may vote on the Internet, by telephone, or, , if you receive a paper proxy card in the mail, by mailing the completed proxy card. The proxy statement and annual report are available online at http://www.cstproxy.com/sorl/2013.2016.

	By order of the Board of Directors,
	Xiao Ping Zhang
	Chairman of the Board of Directors and Chief Executive Officer
April 25, 201329, 2016
Ruian City, Zhejiang, China

TABLE OF CONTENTS

SORL Auto Parts, Inc.

No. 1169 Yumeng Road

Ruian Economic Development District

Ruian City, Zhejiang Province, Zip Code: 325200

People’s Republic of China

PROXY STATEMENT

This proxy statement contains information related to the annual meeting of stockholders of SORL Auto Parts, Inc., to be held on June 13, 2013,20, 2016, beginning at 8:00 p.m. local time (Beijing Time) in Meeting Room No. 1, Ruili Export Base, Extension Area ofNo. 2666, Kaifaqu Avenue, Ruian Economic Development District,Zone, Ruian City, Zhejiang Province, Zip Code 325200, China, and any postponements or adjournments thereof. On or about May 3, 2013,8, 2016, we will begin mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our 20132016 proxy statement and annual report to stockholders for the fiscal year ended December 31, 2012,2015, and how to vote online. This solicitation is made on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of SORL Auto Parts, Inc. (“SORL,” “our,” “us,” “the Company,” or “we”), a Delaware corporation.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Proxy Materials

Why am I receiving these materials?

The Board of Directors is providing these proxy materials to you in connection with our annual meeting of stockholders, which will take place on June 13, 2013.20, 2016. As a stockholder at the close of business on April 22, 201328, 2016 (the “Record Date”), you are invited to attend the annual meeting of stockholders. Further, you are entitled to, and requested to, vote on the items of business described in this proxy statement.

What information is contained in this proxy statement?

The information included in this proxy statement relates to the proposals to be voted on at the annual meeting of stockholders, the voting process, and the compensation of our directors and most highly paid executive officers, and certain other required information.

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a printed set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission,SEC, we are permitted to furnish our proxy materials over the Internet to our stockholders by delivering a Notice in the mail. We are sending the Notice to our stockholders of record as of the Record Date. If you received a Notice by mail, you willnot receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review the proxy statement and annual report over the Internet at http://www.cstproxy.com/sorl/2013.2016. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting these materials contained in the Notice.

Further, stockholders may request a free copy of our annual report on Form 10-K for the year ended December 31, 2012,2015, as filed with the United States Securities and Exchange Commission (the “SEC”), from:

Corporate Controller

SORL Auto Parts, Inc.

No. 1169 Yumeng Road

Ruian Economic Development District

Ruian City, Zhejiang Province, Zip Code: 325200

People’s Republic of China

Tel. (86) 577-65817721

Alternatively, you may access our 20122015 Form 10-K on our website at http://www.SORL.cn, under “Investor Relations.Relations” by clicking on “Financial Reporting” and then on “SEC Filing.”

SORL also will furnish any exhibit to our 20122015 Form 10-K, if specifically requested.

For those stockholders who share the same address, one copy of the annual report to stockholders or other documents to stockholders may be delivered unless you request a separate setsset of documents orally, by calling the telephone number provided above, or by writing to our address provided above. Upon receiving such written request, the Company will promptly deliver a copy of the requested documents. A stockholder may also send a written notification to the address above requesting to receive a separate copy of the documents instead of sharing with others having the same address.

How may I request a single set of proxy materials for my household?

If you share an address with another stockholder and have received multiple copies of our proxy materials, you may write us at the address above to request delivery of a single copy of these materials.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please submit each SORL proxy card and voting instruction card that you receive by following the instructions attached to the proxy or voting instruction cards.

Voting Information

What items of business will be voted on at the annual meeting of stockholders?

The items of business scheduled to be voted on at the annual meeting of stockholders are:

What happens if additional matters are presented at the annual meeting?

Other than the two items of business described in this proxy statement, we are not aware of any other business to be acted upon at the annual meeting. If you grant a proxy, the persons named as proxy holders, Xiao Ping Zhang and Xiao Feng Zhang, will have the authority to vote your shares at their discretion on any additional matters properly presented for a vote at the meeting. If for any reason any of our nominees are not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.

What are the Board's recommendations?

Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors. The Board's recommendations are set forth together with the description of each item in this proxy statement. In summary, the Board recommends a vote:

What shares can I vote?

Each share of SORL common stock issued and outstanding as of the close of business on April 22, 2013,28, 2016, theRecord Date, is entitled to be voted on all items being voted upon at the annual meeting. You may vote all shares owned by you as of the Record Date, including (i) shares held directly in your name as thestockholder of record, and (ii) shares held for you as thebeneficial owner through a broker, trustee or other nominee such as a bank. As of theRecord Date, SORL had approximately 19,304,921 shares of common stock issued and outstanding.

How can I vote my shares?

If you hold shares in your name as the stockholder of record, you may vote:

Returning your proxy or voting electronically does not deprive you of your right to attend the meeting and to vote your shares in person for the matters acted upon at the meeting. Even if you plan to attend the annual meeting, we recommend that you also submit your proxy by telephone, on the Internet, or by mail, as described above, so that your vote will be counted if you later decide not to attend the meeting in person. The proxy holders, Xiao Ping Zhang and Xia Feng Zhang, will vote your shares as you instruct, unless you return your signed proxy card, or authorize a proxy by telephone or over the Internet, but do not indicate how you will vote. In this case, the proxy holders will vote in accordance with the absence of such recommendation of the Board, or in the absence of such recommendation, in the discretion of the proxy holders.

If you hold shares beneficially in “street name” (i.e., in a brokerage account), you may vote by submitting voting instructions to your broker, trustee or nominee. Specifically:

Even if you plan to attend the annual meeting, we recommend that you also submit your voting instructions as described above so that your vote will be counted if you later decide not to attend the meeting.

Can I change my vote?

Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised by filing with our Corporate Secretary either a notice of revocation or a duly executed proxy bearing a later date. The powers of the proxy holders will be suspended if you attend the meeting in person and so request, although attendance at the meeting will not by itself revoke a previously granted proxy.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within SORL or to third parties, except: (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, and (3) to facilitate a successful proxy solicitation. Occasionally, stockholders provide on their proxy card written comments, which are then forwarded to SORL management.

What are the voting rights of the holders of our common stock?

For all matters, each outstanding share of our common stock will be entitled to one vote on each matter. Under the law of the state of Delaware, directors shall be elected by a plurality of the votes of the shares (i) presented in person or by proxy at the meeting and (ii) entitled to vote on such matters at the meeting. For all other matters relevant to this meeting, the vote required for approval is the affirmative vote of the majority of the shares (i) present in person or by proxy at the meeting and (ii) entitled to vote on such matters at the meeting. Stockholders do not have cumulative voting rights.

Who will bear the cost of soliciting votes for the annual meeting of stockholders?

We are making this solicitation and will pay substantially all of the costs of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We will reimburse banks, brokers or other nominees for their costs of sending our proxy materials to beneficial owners. Directors, officers or other employees of ours may also solicit proxies from stockholders in person, by telephone, facsimile transmission or other electronic means of communication without additional compensation. We anticipate the costs of such services to the Company to be approximately $6,500.

Where can I find the voting results of the annual meeting of stockholders?

We intend to publish any preliminary voting results on Form 8-K within four business days after the meeting, and publish final results on Form 8-K within four business days after they are known.

Stock Ownership Information

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Many SORL stockholders hold their shares through a broker, or other nominee, rather than directly in their own names. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record

If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered, with respect to those shares, the stockholder of record, and we are sending these proxy materials directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the meeting.

Beneficial Owner

If your shares are held by a trust, in a brokerage account (i.e., in “street name”), or by another nominee, you are considered the beneficial owner of those shares, and these proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you have the right to direct your broker, trustee or nominee on how to vote and are also invited to attend the annual meeting.

Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting, unless you obtain a "legal proxy" from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. Your broker, trustee or nominee should provide voting instructions for you to use in directing the broker, trustee or nominee on how to vote your shares.

What if I have questions for SORL’s transfer agent?

Please contact SORL's transfer agent at the phone number or address listed below, with questions concerning stock certificates, dividend checks, transfer of ownership or other matters pertaining to your stock account.

Continental Stock Transfer & Trust Company

17 Battery Place, Eighth Floor

New York, New York 10004

Tel. (212) 509-4000

Fax. (212) 509-5150

Annual Meeting Information

What is the purpose of the annual meeting of stockholders?

At our annual meeting, stockholders will act upon the matters outlined in Notice, including the election of directors and continuedthe ratification of the appointment of our independent registered public accounting firm. In addition, management will report on our performance during fiscal year 20122015 and respond to questions from stockholders.

Who can attend the meeting?

All stockholders as of the Record Date, or their duly appointed proxies, may attend the meeting, and each may be accompanied by one guest. Seating, however, is limited. Please note that space limitations make it necessary to limit attendance to stockholders and their guests. Admission to the meeting will be on a first-come, first-served basis.

What constitutes a quorum?

The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of the common stock of SORL that are outstanding on theRecord Date will constitute a quorum, permitting the meeting to conduct its business. As of theRecord Date, 19,304,921 shares of common stock, representing the same number of votes, were outstanding. Thus,Therefore, the presence, in person or by proxy, of the holders of common stock representing at least 9,652,461 shares of common stock of SORL will be required to establish a quorum.

Proxies received, but marked as abstentions, will be included in the calculation of the number of votes considered to be present at the meeting, but they will be treated as unvoted with respect to the matter or matters on which the abstentions are indicated. As a result, abstentions will have the same effect as a vote against the proposal set forth in ItemProposal Nos. 1 and 2.

If you hold your shares in beneficially through a broker or other nominee, your broker or nominee may not be permitted by applicable rules to exercise voting discretion with respect to some of the matters to be acted upon. If you do not give your broker or nominee specific voting instructions, your shares may not be voted on those matters and will not be counted in determining the number of votes necessary for approval. However, shares represented by such “broker non-votes” will be counted in determining whether there is a quorum.

Stockholder Proposals, Director Nominations and Related Matters

How can a stockholder propose actions for consideration at annext year’s annual meeting of stockholders or to nominate individuals to serve as directors?

You may submit proposals or nominees for the board for consideration at annext year’s annual stockholders’ meeting.

For a stockholder proposal that is subject to SEC Rule 14a-8, and is to be considered for inclusion in our proxy statement for the annual meeting next year, the written proposal must be received by our Corporate Secretary, at our principal executive offices, on or before JanuaryFebruary 1, 2014.2016. If the date of next year's annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary date of this year's annual meeting, the deadline for inclusion of proposals in our proxy statement must be so delivered not later than the close of business on the later of (i) the 120th day prior to such annual meeting or (ii) the 10th day following the day on which public announcement of the date of such meeting is first made. Such proposals also will need to comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to our corporate address as follows:

Corporate Secretary

c/o Corporate Controller

SORL Auto Parts, Inc.

No. 1169 Yumeng Road

Ruian Economic Development District

Ruian City, Zhejiang Province, Zip Code: 325200

People’s Republic of China

If notice of a stockholder proposal is submitted outside the process of Rule 14a-8 or is subject to Rule 14a-8 but is not received by JanuaryFebruary 1, 20142016 by our Corporate Secretary, such proposal will not be considered to be a matter that properly comes before the meeting.

You may propose director candidates for consideration by the Board of Directors. Such recommendations should be directed to our Corporate Controller at the address of our principal executive offices set forth above, and must be submitted on or before JanuaryFebruary 1, 20142016 in the manner specified in our bylaws.

How may I communicate with SORL's Board of Directors?

You may contact members of our Board directly via e-mail at boardmembers@sorl.com.cn.

ITEMPROPOSAL NO. 1 – ELECTION OF DIRECTORS

We are committed to having sound corporate governance principles. Having such principles is essential to running our business efficiently and to maintaining our integrity in the marketplace. We have adopted a code of ethics that applies to all of our directors, officers and employees. A copy of our code of ethics is posted on our Internet site athttp://www.SORL.cn/IRhome.asp.www.sorl.cn/?p=97 .

Directors’ Independence

Our Corporate Governance Guidelines and the Rules of the Nasdaq Global Market provide that a majority of our seven-member Board must consist of independent directors. The Board has determined that each of the following four non-employee director nominees standing for election or re-election, which include Jin Bao Liu, Yu Hong Li, Min Zhang, Zhi ZhongHui Lin Wang, Yi Guang Huo, and Jiang Hua Feng, is independent within the meaning of Nasdaq Marketplace Rule 5605(a)(2). We do not have a lead independent director.

In determining independence, the Board reviews whether directors have any material relationship with the Company. The Board considers all relevant facts and circumstances. In assessing the materiality of a director's relationship with us, the Board is guided by the standards set forth below and considers the issues from the director's standpoint and from the perspective of the persons or organizations with which the director has an affiliation. The Board reviews commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, if any. An independent director must not have any material relationship with us, either directly or indirectly as a partner, stockholder or officer of an organization that has a relationship with us, or any other relationship that would interfere with the exercise of independent judgment of such director in carrying out his or her responsibilities in such capacity .capacity.

Irrespective of other potentially disqualifying factors, no director will be considered independent in the following circumstances:

(1) The director is, or has been in the past three years, an employee of SORL, or a family member of the director is, or has been in the past three years, an executive officer of SORL.

(2) The director has received, or has a family member who has received, compensation from us in aggregate in excess of $120,000 in any 12 month period in the past three years, other than compensation for board service, compensation received by the director's family member for service as a non-executive employee, and benefits under a tax-qualified plan or other non-discretionary compensation.

(3) The director is, or has a family member who is, a current partner of our outside auditor, or was a partner or employee of our outside auditor, who worked on our audit at any time during any of the past three years.

(4) The director is a family member of an individual who is, or at any time during the past three years was, employed by the Company as an executive officer.

(5) The director is, or has a family member who is, employed as an executive officer of another entity where, at any time during the past three years, any of our executive officers served on the compensation committee of that other entity.

(6) The director is, or a family member is, a partner in, or a controlling stockholder or an executive officer of, any organization to which we made, or from which we received, payments for property or services in the current or any of the past three fiscal years that exceed the greater of 5% of the recipient's consolidated gross revenues for that year, or $200,000.

For these purposes, a "family member” includes a director's spouse, parents, children and siblings, whether by blood, marriage, or adoption, and anyone residing in the director's home.

Board of Directors Leadership Structure and Role in Risk Oversight

Our Board of Directors includes a majority of independent directors, and our Chief Executive Officer, Xiao Ping Zhang, serves as Chairman of the Board. Mr. Zhang has served as the Chairman of the Board since May 7, 2004. Having our Chief Executive Officer serve as Chairman of the Board is consistent with the historical practice of our Company.

In addition to a majority of our directors being independent, all of the directors on each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Company are independent directors, and each of these committees is led by a committee chair. The committee chairs set the agendas for their respective committees and report to the full Board on their work. We do not have a lead director, but our non-management directors meet in executive sessions without management present as frequently as they deem appropriate. The chairs of the independent board committees rotate as presiding director and the presiding director acts as a liaison between the non-management directors and Mr. Zhang, Chairman of the Board and Chief Executive Officer.

Our Company has employed this leadership structure of having a combined Chairman of the Board and Chief Executive Officer for many years, and we believe that this leadership structure has been effective for the Company. We believe that having a combined Chairman of the Board and Chief Executive Officer, a Board with a majority of independent directors who meet regularly in executive sessions, and independent chairs for the Board’s Audit, Compensation, and Nominating and Corporate Governance committees provides an effective form for the governance of the Company. Our Chairman of Board andThe independent directors believe that because the Chief Executive Officer, has been seen by our employees, customers, business partners and other stakeholders as providing strong leadershipsubject to the supervision of the Board, is ultimately responsible for the Company.day-to-day operation of the Company and for executing the Company’s strategy, and because the performance of the Company is an integral part of the board deliberations, the Chief Executive Officer is best qualified to act as the Chairman of the Board.

Our Board is responsible for overseeing our risk management. The Board delegates many of these functions to the Audit Committee. As discussed below, under its charter, the Audit Committee is responsible for discussing management policies with respect to financial risk assessment and enterprise risk management, including guidelines to govern the process by which major financial and accounting risk assessment and management is undertaken by the Company. The Audit Committee also oversees our corporate compliance programs, as well as the internal audit function. In addition to the Audit Committee’s work in overseeing risk management, our full Board regularly engages in discussions of the material risks that the Company is facing and how these risks are being managed, and the Board receives reports on risk management from senior officers of the Company and from the chair of the Audit Committee. The Board receives periodic assessments from the Company’s ongoing enterprise risk management process that are designed to identify risk factors that may affect the achievement of the Company’s objectives.

Committees of the Board

As of the date of this proxy statement, our Board has seven directors. The Board has recommended the re-electionelection of the seven director nominees who are identified in this proxy statement.

The Board has the following three committees: Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. The membership during the last fiscal year through the date of this proxy statement, and the function of each of the committees, are described below. During fiscal year 2012,2015, the Board held four meetings. Each director attended at least 75% of all Board and applicable committee meetings. Although we do not have a formal policy regarding attendance by members of our Boardat our annual meeting of stockholders, we encourage all of our directors to attend. Three members of our Board of Directors attended last year’s annual meeting of stockholders.

The Board has determined that each current member of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee is independent within the meaning of Nasdaq Rule 5605(a)(2), and that each current member of the Audit Committee is independent within the meaning of applicable regulations of the SEC regarding the independence of audit committee members.

Audit Committee. The members of our Audit Committee are ProfessorMs. Yu Hong Li, Min Zhang and Messrs. Zhi ZhongMr. Hui Lin Wang and Yi Guang Huo. ProfessorMr. Jin Bao Liu. Ms. Yu Hong Li Min Zhang is the chairman of the Audit Committee and servesthe Board has determined that Ms. Li qualifies as the Audit Committee’s “financial expert.expert,” His qualifications are described in greater detail below.as defined by SEC regulations and meets the audit committee financial expert requirements of Nasdaq. During fiscal year 2012,2015, the Audit Committee held four meetings. Our Audit Committee assists our Board of Directors in the Board’s oversight of:

The Audit Committee has the sole and direct responsibility for appointing, evaluating and retaining our independent auditors, and for overseeing their work. All audit services and all non-audit services, other than de minimis non-audit services, to be provided to us by our independent auditors, must be approved in advance by our Audit Committee. We believe that the composition of our Audit Committee meets the requirements for independence under the current Nasdaq Global Market and SEC rules and regulations. We believe that the functioning of our Audit Committee complies with the applicable requirements of the Nasdaq Global Market and SEC rules and regulations. We intend to comply with future requirements as applicable.

The charter of the Audit Committee is posted on our website athttp://www.sorl.cn/Committee-Audit.asp.?p=97

Compensation Committee The members of the Compensation Committee are Messrs. Zhi ZhongMr. Hui Lin Wang, Yi Guang Huo,Mr. Jin Bao Liu, and Mr. Jiang Hua Feng.Feng and Mr. Jin Bao Liu chairs the Compensation Committee. During the fiscal year ended 2012,2015, the Compensation Committee held one meeting. The purpose of our Compensation Committee is to discharge the responsibilities of our Board of Directors relating to compensation of our executive officers. With respect to the processes and procedures for the consideration and determination of executive and director compensation, the scope of authority of our Compensation Committee includes:

The charter of the Compensation Committee is posted on our website athttp://www.sorl.cn/Committee-Comp.asp.?p=97. The Compensation Committee also has the authority to select, engage, compensation and terminate compensation consultants, legal counsel and such other advisors as it deems necessary and advisable. Compensation paid to such other parties and related expenses will be borne by the Company.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee served as an officer or employee of the Company during the year ended December 31, 2012,2015, or formerly served as an officer of the Company. In addition, during the year ended December 31, 2012,2015, none of our executive officers served as a member of a compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) or as a director of any entity that has one or more executive officers serving as a member of our Board of Directors.

Nominating and Corporate Governance CommitteeThe Board of Directors has established a Nominating and Corporate Governance Committee consisting of three directors, all of whom meet the requirements for “independent directors,” and has delegated to the Nominating and Corporate Governance Committee the responsibility for reviewing and recommending to the Board nominees for directors. The members of our Nominating and Corporate Governance Committee are Messrs,Mr. Jiang HuaFeng, and Zhi ZhongMr. Hui Lin Wang and Professor Li Min Zhang.Ms. Yu Hong Li. Mr. Jiang Hua Feng chairs the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee held 4four meetings in 2012.2015.

The purpose of the Nominating and Corporate Governance Committee is to:

The Nominating and Corporate Governance Committee, in evaluating Board candidates, considers factors such as personal character, values and disciplines, ethical standards, diversity, other outside commitments, professional background and skills, all in the context of an assessment of the needs of the Board at the time. In addition, each director is expected to ensure that other existing and planned future commitments do not materially interfere with his or her responsibilities as a director.

The charter of the Nominating and Corporate Governance Committee is posted on our website athttp://www.sorl.cn/Committee-NOMINATING.asp.?p=97.

Stockholder nominees

The Nominating and Corporate Governance Committee will consider stockholder nominations for candidates for membership on the Board and will evaluate such nominees in its sole discretion, giving due consideration to achieving a balance of knowledge, experience and capability of the Board. For additional information on the procedures to be followed by stockholders in submitting such recommendations, see the discussion under “Stockholder Proposals, Director Nominations and Related Matters” on page 5 of the Questions and Answers section of this proxy statement.

The names of any individuals proposed for consideration by the Nominating and Corporate Governance Committee as potential Board members must be submitted at the time and in the manner specified in our bylaws and should be addressed to:

Corporate Controller

SORL Auto Parts, Inc.

No. 1169 Yumeng Road

Ruian Economic Development District

Ruian City, Zhejiang Province, Zip Code: 325200, People’s Republic of China

Director Qualifications

The Nominating and Corporate Governance Committee believes that members of the Board should have the highest professional and personal ethics and values, consistent with longstanding SORL values and standards. They should have broad experience at the policy-making level in business, government, education, technology or public interest. They should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties. Each director must represent the interests of all stockholders.

Identifying and Evaluating Nominees for Director

The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Nominating and Corporate Governance Committee will periodically assess the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee will consider potential candidates for director. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, professional search firms, stockholders or other persons. These candidates will be evaluated at regular or special meetings of the Nominating and Corporate Governance Committee, and may be considered at any point during the year. As described above, the Nominating and Corporate Governance Committee will evaluate any stockholder nominations for candidates for the Board submitted in accordance with our bylaws. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials will be forwarded to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will also review materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a stockholder.

For each of the nominees to the Board of Directors, the biographies shown below highlight the experiences and qualifications that were among the most important to the Nominating and Corporate Governance Committee in concluding that the nominee should serve as a director of the Company. The Nominating and Corporate Governance Committee considers diversity in identifying nominees for director, including personal characteristics, such as race and gender, as well as diversity in the experience and skills that contribute to the Board’s performance of its responsibilities and oversight of our business.

The current term of office of all of our directors expires at the 20132016 annual meeting of stockholders. As recommended by the Nominating and Corporate Governance Committee, the Board of Directors proposes that the following seven nominees, all of whom are currently serving as directors, be re-electedelected for a new term of one year and until their successors are duly elected and qualified.The Board recommends that stockholders vote “FORFOR” each of the candidates described below. Each of the nominees has consented to serve if elected. If any of them becomes unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board.

Messrs. Xiao Feng Zhang and Xiao Ping Zhang are brothers. Ms. Shu Ping Chi is wife of Mr. Xiao Ping Zhang.

There is no other family relationship between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. In addition, each of the nominees for election as director has stated that there is no arrangement or understanding of any kind between him and any other person relating to his election as a director, except that such nominees have agreed to serve as our directors if elected.

The director nominees standing for election are:

XIAO PING ZHANG - CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER (CEO)

Xiao Ping Zhang has been the Chief Executive Officer and Chairman of the Board since the Company’s 2004 reverse merger with Fairford Holdings Limited, a Hong Kong limited liability company (“Fairford Holdings Limited”). He founded the Ruili Group, a company specializing in a variety of automotive parts and components, in 1987, and has been serving as chairman of Ruili Group since then. In 2010, he was elected as the President of Zhejiang Province Auto Parts Association. In 2012, he was re-elected the President of Wenzhou Auto Parts Association. He is now still serving as Vice-President of China Federation of Industry and Commerce Auto & Motorbike Parts Chamber of Commerce. Mr. Zhang is also a member of the People's Political Consultative Conference of Zhejiang Province. Mr. Zhang graduated from Zhejiang Radio and TV University in 1986 with a major in Industrial Management. Mr. Zhang was selected to serve as a director because he is the Chief Executive Officer of the Company, and his experience and knowledge regarding our Company and our industry are believed to provide significant value to the Board of Directors.

XIAO FENG ZHANG - – DIRECTOR

Xiao Feng Zhang has been a member of the Board of Directors since the Company’s reverse merger with Fairford Holdings Limited. He served as Chief Operating Officer from 2004 to January 14, 2010. Mr. Zhang co-founded the Ruili Group with his brother, Mr. Xiao Ping Zhang, in 1987, and served as the General Manager of Ruili Group until March 2004. Mr. Zhang received his diploma in economics from Shanghai Fudan University in 1994. We believe Mr. Zhang’s qualifications to serve on our Board of Directors include his expertise in business and corporate strategy and his knowledge regarding our Company and our industry.

JUNG KANG CHANG -SHU PING CHI– DIRECTOR AND VICE PRESIDENT, INTERNATIONAL SALES

Jung Kang ChangShu Ping Chi has been a member of ourthe Board of Directors since 2014. Ms. Chi has more than 30 years of experience in the Company’s reverse merger with Fairford Holdings Limited. Heauto parts industry. She is a shareholder of SORL Auto Parts Inc., holding 5.9% of the total shares outstanding. Ms. Chi is also in chargeone of our international sales. From January 1998 to May 2004,the founders of Ruili Group Co., Ltd. and she is the wife of Mr. ChangXiaoping Zhang, Chairman of Board of the Company. Ms. Chi has served as Vice Chairman of the General ManagerBoard of JieXiangHao Enterprise Company Limited based in Taipei, Taiwan; before taking office as the general manager, he was the sales engineer and sales manager with JieXiangHao in Taipei. Mr. Chang graduated from Taiwan Taoyuan Longhua Industry College in 1986.Ruili Group Co., Ltd. since July 1979. We believe Mr. Chang’s qualificationsMs. Chi’s experience in the auto parts industry qualify her to serve on our Board of Directors include his expertise in business and corporate strategy, and his knowledge regarding our Company and our industry.Directors.

YU HONG LI MIN ZHANG - – DIRECTOR

Dr.Mr. Yu Hong Li Min Zhang has been a memberan independent director, as well as the Chairperson of our Board of Directors since August 2004. He chairs the Audit Committee since June 2015. Ms. Li is a senior accountant in China and has more than 25 years of our Boardexperience in accounting and auditing. Ms. Li has comprehensive knowledge and experiences in directing the financial work of large-scale companies and conglomerates. Ms. Li is recognized by the Board as its Audit Committee financial expert. Dr. Zhang is also a membercapable expert in company’s internal audit and she gained in-depth accounting and auditing knowledge and experiences in various industries, including international trade, logistics, construction, real estate, wholesale and retailing. Ms. Li has been the Financial Advisor of the Nominating and Corporate Governance Committee. Dr. Zhang is currently a professor at Beijing Jiaotong University SchoolESCAN Construction Co., Ltd. since 2008. Ms. Li graduated from Shanxi Institute of ManagementFinance and Economics, Accounting Department in Beijing, China, supervising Ph.D. candidates in accounting. From 1999 to 2008, Dr. Zhang1990. Ms. Li qualifies as an audit committee financial expert under Nasdaq rules and SEC rules and regulations. Ms. Li was a professor at Sun Yat-Sen University Management School in Guangdong, China, supervising Ph.D. candidates in accounting. During 1994 and 1995, Dr. Zhang conducted academic research at the University of Illinois at Urbana-Champaign, and practiced at Mok & Chang CPAs in USA. In 1986, he conducted academic research at the Office of Auditor General of Canada. Dr. Zhang currently also serves as vice chairman of China Audit Society, and secretary of China Association of Chief Financial Officers. He is a member of American Accounting Association. Dr. Zhang is involved with the China CPA Society Auditing Principles Task Force and China Audit Society Training Committee. Dr. Zhang earned his Ph.D. in Economics in January 1991. We believe Dr. Zhang’s qualifications to serve on our Board of Directors include his extensive experience practicing and teaching accounting, and his knowledge of our Company and our industry.

ZHI ZHONG WANG - DIRECTOR

Zhi Zhong Wang has been a member of our Board of Directors, as wellrecommended as a member of the Audit and the Compensation Committees since August 2004. Mr. Wang is also a member of the Nominating and Corporate Governance Committee. Since 1980, Mr. Wang has beendirector nominee by an instructor and professor at Beijing Jiaotong University (formerly Northern Jiaotong University), Department of Electrical Engineering. Before 1980, he was an electrical engineer with Science and Technology Institute of the Qiqihaer Railway Administration, Heilongjiang, China. Mr. Wang has led over twenty research projects such as novel pneumatic generator and streamer discharging, and corona power supply for desulphurization. His numerous publications include Research on the Novel AC Voltage Stabilized Power Supply in Power Electronics. Mr. Wang received his bachelor degree in electrical engineering from Northern Jiaotong University in 1968.executive officer. We believe that Mr. Wang’sMs. Li’s professional expertise and extensive experience practicing experiences in accounting and teaching in theDepartment of Electrical Engineering,auditing, and hisher knowledge of our Company and our industry will bring valuable resources to the Board of Directors.

YI GUANG HUO -HUI LIN WANG – DIRECTOR

Yi Guang HuoMr. Hui Lin Wang has been an independent director since June 2015. Mr. Wang has been a memberProfessorate Senior Engineer in China since 1995 and enjoys the special government allowances of ourthe State Council. Mr. Wang has more than 50 years of experiences in the auto industry. Mr. Wang has profound technique and skill in the auto industry and has successfully directed the manufacturing and operation work in a China’s leading auto companies for over 20 years. Mr. Wang served as the Chief Engineer in Ruili Group from 2002 to 2009. Mr. Wang is retired after 2009. Mr. Wang is a sophisticated expert in automotive braking system and has led many valuable research and innovation projects. Mr. Wang was recommended as a director nominee by an executive officer. We believe that Mr. Wang’s extensive manufacturing and operation experience, research and innovation ability, and his knowledge of the industry will bring valuable resources to the Board of Directors,Directors.

JINBAO LIU – DIRECTOR

Mr. Jin Bao Liu has been an independent director as well as a member of the Audit Committee and chairmanchairperson of the Compensation Committee since August 2004.June 2015. Mr. HuoLiu has been a Professorate Senior Engineer in China since 1997 and is an experienced expert in the die casting process and mold design in auto industry. Mr. Liu served as the Vice Chief Engineer in Ruili Group from 2000 to 2003. Mr. Liu is retired after 2003. Mr. Liu has more than 40 years of experience in designing and manufacturing vehicle pneumatic braking components. Mr. Liu has profound knowledge and experiences in technique reform and improvement in auto industry. Mr. Liu has been engaged in scientific and technological work and has been responsible for various national key research projects, such as designing and conducting experiments for automotive products, drafting ministry standards and econo-technological policies.projects. He has been awarded ministry-level First Prize for Technology Innovation.Innovation for several times. Mr. HuoLiu is an Honorary President of the China Federation of Industry and Commerce Auto & Motorbike Parts Chamber of Commerce, a board member and visiting professor of Wuhan University of Technology, and secretary of Society of AutoAutomotive Engineering – China. Between 1995of China and 1996,is a die casting process expert hired by Eastern China Association of Casting. Mr. Huo conducted academic researchLiu graduated from Hunan University, Casting Process and Equipment Department in 1968. Mr. Liu was recommended as a visiting researcher at Tokyo University Economics Department. During 1987 and 1988, he studied Scientific Research and Management with Japan Automobile Research Institute as well as Japanese automobile companies including Nissan, Hino, Isuzu and Mitsubishi. Mr. Huo earned his B.S. degree from Jilin University Automobile Department in 1965.director nominee by an executive officer. We believe that Mr. Huo’sLiu’s extensive experience practicingdie casting and teaching in the Wuhan University of Technologymold design skill, technique reform and improvement ability, and his knowledge of our Company and ourthe industry will bring valuable resources to the Board of DirectorsDirectors.

JIANG HUA FENG - DIRECTOR

JIANG HUA FENG - DIRECTOR

Mr. Jiang Hua Feng has been a member of our Board of Directorsan independent director as well as a member of the Compensation Committee since August 2004. Mr. Feng chairsis the chairman of the Nominating and Corporate Governance Committee. Since 1988, Mr. Feng has also been the principal lawyer at Yuhai Law Firm in Ruian, Zhejiang Province. Mr. Feng is a member of the China Lawyers Association. He is also a member of the standing committee of the People’s Congress in Zhejiang Province of China. Mr. Feng received his bachelor’s degree in law from East China University of Politics and Law. We believe that Mr. Feng’s extensive legal experiences, as well as knowledge of our Company and our industry are valuable resources for the Board of Directors.

ITEMPROPOSAL NO. 2 – CONTINUED APPOINTMENT–RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have appointed EFP Rotenberg,MaloneBailey, LLP (“MaloneBailey”) on July 18, 2013 as our independent registered public accounting firm, and our audit committee has selected MaloneBailey to continue to serve as our independent registered public accounting firm for 2012 and will continue such appointment in the fiscal year 2013. EFP Rotenberg, LLP has been our independent registeredending December 31, 2016.

MaloneBailey is a full-service global public accounting firm sincethat provides accounting, audit and tax services, as well as advisory services under the 2005 fiscal year. Services providedrules and regulations of the IRS, the AICPA, the SEC, the PCAOB and the CPAB. Representing more than 150 publicly traded companies, MaloneBailey is one of only nine firms world-wide that require an annual inspection by the PCAOB (Public Company Accounting Oversight Board). The "INSIDE Public Accounting" newsletter named MaloneBailey as a 2012 IPA All-Star Firm.

In China, MaloneBailey employs more than 20 accountants and auditors who possess the necessary language, technical, and cultural expertise to usprovide services in accounting, tax and audits in China and the United States. The professionals employed by EFP Rotenberg, LLPMaloneBailey in China are educated and trained in the fiscal year ended 2012, and/or expected to be provided in the fiscal year 2013, include the auditing of our consolidated financial statements, limited reviews of interim financial statements included in our quarterly reports, services related to filingsUnited States and are familiar with the SECU.S. Generally Accepted Accounting Principles (GAAP) and consultations on various taxU.S. Generally Accepted Auditing Standards (GAAS). MaloneBailey's China offices are located in Beijing and Shenzhen. Additionally, as a member of Nexia International, a worldwide network of independent, high quality accounting matters. See “Principal Auditor Fees and Services” for detailed informationconsulting firms with 590 offices in over 100 countries, MaloneBailey collaborates with its Nexia business partners to provide high-quality services incorporating MaloneBailey's expertise in local regulations, customs and culture.

We expect that a representative of EFP Rotenberg, LLPMaloneBailey will be present at the annual meeting via teleconference to respond to appropriate questions and to make such statements as they may desire.

The Board of Directors recommends that stockholders vote "FOR" the continuedratification of the appointment of EFP Rotenberg,MaloneBailey, LLP as the Company's independent registered public accounting firm for the fiscal year 2013.2016.

In the event stockholders do not approve the continued appointment, the appointment will be reconsidered by the Audit Committee.

OTHER MATTERS

As of the date of this proxy statement, we know of no business that will be presented for consideration at the 20132016 annual meeting of stockholders other than the items referred to above. If any other matter is properly brought before the meeting for action by stockholders, proxies in the enclosed form returned to us will be voted in accordance with the recommendation of the Board of Directors or, in the absence of such a recommendation, in accordance with the judgment of the proxy holders.

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of April 22, 201328, 2016 by:

Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he or she possesses sole or shared voting or investment power of that security, and includes options and warrants that are currently exercisable or that become exercisable within 60 days of April 22, 2013.28, 2016. Information with respect to beneficial ownership has been furnished to us by each director, named executive officer or 5% or more stockholder, as the case may be. Unless otherwise indicated, to our knowledge, each stockholder possesses sole voting and investment power over the shares listed, except for shares owned jointly with that person’s spouse.

This table lists applicable percentage ownership based on 19,304,921 shares of common stock outstanding as of April 22, 2013.

28, 2016. The address for each of the stockholders in the table is c/o of the Company.

PRINCIPAL STOCKHOLDERS

______________________

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors, executive officers and holders of more than 10% of our common stock to file with the SEC reports regarding their ownership and changes in ownership of our securities. We believe that, during the fiscal year 2012,2016, our directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements. In making this statement, we have relied upon our examination of the copies of Forms 3, 4 and 5, and amendments thereto, provided to us and the written representations of our directors, executive officers and 10% stockholders.

RELATED PERSON TRANSACTIONS

During the years ended December 31, 2015 and 2014, for the sales mentioned above, the sales to Guangzhou Kormee and Ruian Kormee were sales of scrap materials and were included in other operating income in the consolidated statements of income and comprehensive income. The sales to Ruili Group were included in sales in the consolidated statements of income and comprehensive income.

Ruili Group

Mr. Xiao Ping Zhang and Mr. Xiao Feng Zhang are the principal stockholders of the Ruili Group, which was the owner of the assets contributed to Ruili Group Ruian Auto Parts Co., Ltd., a sino-foreign joint venture, in the reverse acquisition. The Company continued to purchase packaging materials from the Ruili Group Co., Ltd.Group. The Ruili Group Co., Ltd., is the minority shareholder of Ruili Group Ruian andAuto Parts Co. Ltd., the operating subsidiary of SORL. Ruili Group is controlled by the Zhang family, who is also the controlling party of the Company. The Company sold certain automotive products to Guangzhou Kormee Vehicle brake technology development Co., Ltd., which is controlled by the Ruili Group Co., Ltd.Group.

The following related party transactions occurred for the years ended December 31, 2015 and 2014:

During the year ended December 31, 20122015, for the sales mentioned above, the sales to Guangzhou Kormee and 2011:Ruian Kormee were sales of scrap materials and were included in other operating income in the consolidated statements of income and comprehensive income. The sales to Ruili Group were included in sales in the consolidated statements of income and comprehensive income.

The Company believes that the prices charged and payments made between the parties in connection with the foregoing transactions are at least as favorable to the Company as would be obtained from a third party.

Review and Approval of Related-PersonRelated Person Transactions

The Company's policy with regard to any transactions between the Company and a related person is that such transactions must be on terms at least as favorable to the Company as arms'-lengtharm’s-length transactions of similar types with unaffiliated third parties. Additionally, all related party transactions must be disclosed to, and considered and approved by, our Audit Committee prior to entering into any such transaction.

This policy has been followed with regard to all related-party transactions disclosed herein.

EXECUTIVE OFFICERS AND CERTAIN KEY EMPLOYEES

The following table sets forth our executive officers and key employees, their ages and the positions they hold. For information on Xiao Ping Zhang, our Chief Executive Officer and Chairman of the Board, and Jung Kang Chang, our Vice President of International Sales and a director, please refer to biographical information on our director nominees above.

ZONG YUN ZHOU - CHIEF FINANCIAL OFFICER

Zong Yun Zhou has been our Chief Financial Officer since our inception. Between April 2002 and May 2004, Ms. Zhou served as the Financial Controller of Shanghai Huhao Auto Parts Manufacturing Company Limited, a joint venture between Ruili Group and Shanghai Automotive Industry Corporation. From January 1996 until April 2002, Ms. Zhou worked for the Auditing Department of Anhui Province, China, in charge of auditing state-owned companies in Anhui Province. Ms. Zhou is a Chinese Certified Public Accountant, and a member of the Institute of Internal Auditors (IIA). Ms. Zhou completed her undergraduate studies at Anhui University.

JIN RUI YU -CHIEF OPERATING OFFICER

Ms. Yu has been our Chief Operating Officer since March 2012. Ms. Yu has more than 15 years of experience in the auto parts industry. Ms. Yu has served as the Company’s Production and Export Vice President since August 2009. From 2004 to 2009, Ms. Yu served as the Company’s Export Department Manager. From 1999 to 2004, Ms. Yu served as the international sales manager of Ruili Group Co., Ltd., which specializes in manufacturing auto parts, and from 1997 to 1999, she worked in the market sales department of Ruili Group Co., Ltd. Ms Yu received her Bachelor of English from Zhejiang University of Technology in 2006.

COMPENSATION DISCUSSION AND ANALYSIS

Overview of Executive Compensation Program

The Compensation Committee is responsible for establishing, implementing and monitoring our executive compensation program philosophy and practices. The Compensation Committee seeks to ensure that the total compensation paid to our named executive officer is fair, reasonable and competitive. Generally, the types of compensation and benefits provided to the named executive officer are similar to those provided to our other officers.

Throughout this document, the individual who served as our Chief Executive Officer and who is included in the Summary Compensation Table is referred to as the “named executive officer.”

Compensation Philosophy and Objectives

The Compensation Committee believes that an effective executive compensation program should provide base annual compensation that is reasonable in relation to the individual executive’s job responsibilities and reward the achievement of both annual and long-term strategic goals of our Company.

Because of the size of our Company, the small number of executive officers in our Company, and our Company’s financial priorities, our Compensation Committee has decided not to implement or offer any retirement plans, pension benefits, deferred compensation plans, or other similar plans for our executive officers. Accordingly, the components of the executive compensation currently consist solely of a cash salary. The Compensation Committee will consider using stock option grants to provide executives with long-term incentives.

As a manufacturing company operating in Zhejiang Province, China, the Compensation Committee also takes the local average executives’ salary level into account in its compensation decisions. The Compensation Committee may reassess the proper level of equity and cash compensation in light of the Company’s improved profitability and working capital situation.

Role of Executive Officers in Compensation Decisions

The Compensation Committee makes all compensation decisions for the named executive officer and approves recommendations regarding equity awards to all of our officers. Decisions regarding the non-equity compensation of officers, other than the named executive officer, are made by the Chief Executive Officer.

The Compensation Committee and the Chief Executive Officer annually review the performance of each executive officer (other than the Chief Executive Officer, whose performance is reviewed only by the Compensation Committee). There is no pre-established policy or target for the allocation between either cash or non-cash incentive compensation. The conclusions reached and recommendations based on these reviews, including with respect to salary adjustments and annual award amounts, are determined by the Compensation Committee. The Compensation Committee can exercise its discretion in modifying any recommended adjustments or awards to executives, including recommendations made by the Chief Executive Officer.

Setting Executive Compensation

Based on the foregoing objectives, the Compensation Committee has structured the Company’s annual cash and incentive-based cash and non-cash executive compensation to motivate executives to achieve the business goals set by the Company, to reward the executives for achieving such goals, and to retain the executives. In doing so, the Compensation Committee does not employ outside compensation consultants and sets the compensation of our Chief Executive Officer at the levels provided in his employment agreement with the Company.

20122015 Executive Compensation Components

For the year ended 2012,2015, the principal component of compensation for the named executive officer was base salary.

The Company provides the named executive officer and other employees with a base salary to compensate them for services rendered during the fiscal year of 2012.2015. Base salary range for each executive officer is based on his or her position and responsibility.

During its review of base salaries for executives, the Compensation Committee primarily considers:

Salary levels are typically considered annually as part of the Company’s performance review process, as well as upon a change in job responsibility. Merit-based increases to salaries are based on the Compensation Committee’s assessment of the individual’s performance.

Summary Compensation Table

The following table presents summary information concerning all compensation paid or accrued by us for services rendered in all capacities during 20122015 and 20112014 by Mr. Xiao Ping Zhang, who served as our Chief Executive Officer, and Mr.Ms. Zong Yun Zhou, who served as our Chief Financial Officer during the fiscal years ended December 31, 20122015 and 2011.2014. No executive officer received compensation in excess of $100,000 for either of the fiscal years ended December 31, 20122015 and 2011.2014.

Employment Agreements

The Company is party to an employment agreement with each of Mr. Xiao Ping Zhang, our Chief Executive Officer, and Ms. Zong Yun Zhou, our Chief Financial Officer, and Ms. JinruiJin Rui Yu, our Chief Operating Officer.

Effective May 1, 2006, the Company entered into an employment agreement with Mr. Xiao Ping Zhang as its Chief Executive Officer (the “Employment Agreement”). The initial term of Messrs. Zhan, Zhou and Yu’sMr. Zhang’s employment with the Company iswas for a period of five years with anfrom the effective date. Following the expiration of the initial term of the Employment Agreement, the term shall continue thereafter for additional one year periods, unless the Board of Directors votes not to renew and provides Mr. Zhang with written notice of the Company’s intention not to renew by no later than six months prior to the expiration of the initial term, or any subsequent one-year term, of the Employment Agreement. The Employment Agreement was renewed on May 1, 2012. The compensation of Mr. Zhang including bonuses shall be determined from time to time by the Compensation Committee of the Company’s Board of Directors taking into account the performance of Mr. Zhang and the results of operations of the Company. Mr. Zhang shall also be entitled to participate in all other employee benefits on terms commensurate with the benefits awarded management personnel of comparable status with the Company, including medical insurance. Pursuant to the Employment Agreement, the rights and obligations of the Company and Mr. Zhang shall be construed and enforced in accordance with, and governed by, the internal laws of the State of Delaware.

Effective May 1, 2006, the Company entered into an employment agreement with Ms. Zong Yun Zhou as its Chief Financial Officer (the “Employment Agreement”). The initial term of Ms. Zhou’s employment with the Company was for a period of five years from the effective date. Following the expiration of the initial term of the Employment Agreement, the term shall continue thereafter for additional one year periods, unless the Company decidesprovides Ms. Zhou with written notice of the Company’s intention not to renew. Theirrenew by no later than six months prior to the expiration of the initial term, or any subsequent one-year term, of the Employment Agreement. The Employment Agreement was renewed on May 1, 2012. The compensation is subjectof Ms. Zhou including bonuses shall be determined from time to an annual reviewtime by the Compensation Committee. The agreementsCommittee of the Company’s Board of Directors taking into account the performance of Ms. Zhou and the results of operations of the Company. Ms. Zhou shall also set forth their respective dutiesbe entitled to participate in all other employee benefits on terms commensurate with the benefits awarded management personnel of comparable status with the Company, including medical insurance. Pursuant to the Employment Agreement, the rights and confidentiality responsibilities.obligations of the Company and Ms. Zhou shall be construed and enforced in accordance with, and governed by, the internal laws of the State of Delaware.

Effective March 3, 2012, the Company entered into an employment agreement with Ms. Jin Rui Yu as its Chief Operating Officer (the “Employment Agreement”). The term of Ms. Yu’s employment will expire on March 3, 2017. The Employment Agreement provides that the Company will pay Ms. Yu an annual base salary of $50,000. The Company will also pay Ms. Yu social insurance in accordance with national and local laws and regulations of the People’s Republic of China. Pursuant to the Employment Agreement, any disputes arising thereunder will be resolved through negotiations between the Company and Ms. Yu and, if they cannot be resolved through negotiations, they may submit such disputes to Rui An City Labor Dispute Arbitration Committee for arbitration. If the Company and Ms. Yu do not agree with the arbitration decision, they can petition to the Rui An City People’s Court.

Severance and Change of Control Arrangements

There are no severanceseverances or change of control arrangements.

Equity Compensation Plans

Our 2005 Stock Compensation Plan, or the Plan, was adopted by our Board of Directors in July 2005.

Share Reserve. We have reserved 1,700,000 shares for issuance under the Plan. We have awarded 53,628 shares of common stock under the Plan, all of which are currently outstanding. We have also granted options to purchase aggregate of 64,128 shares under the Plan. 60,000 of such options expired without being exercised on March 1, 2009 and are not subject to being re-issued under the Plan; and 4,128 options were excisedexercised on November 12, 2009. No stock options are presently outstanding under the Plan.

AdministrationAdministration.The Compensation Committee administers the Plan and has complete discretion to make all decisions relating to the Plan as are permitted therein.

EligibilityEligibility.Employees, non-employee members of our Board of Directors, advisors and consultants are eligible to participate in the Plan.

Types of AwardsAwards.OurThe Plan provides for awards of stock options, restricted shares, stock appreciation rights and performance shares.

Change in Control. If we are merged or consolidated with another company, and such merger or consolidation results in a change in control, any award under the Plan will be subject to the terms of the merger agreement. Such terms may provide that the option continues, is assumed or substituted, fully vests or is settled for the full value of such option in cash, followed by the cancellation of such option.

Amendments or TerminationTermination. Our Board of Directors may amend, suspend or terminate the Plan at any time. If our Board amends the Plan, it does not need to seek stockholder approval of the amendment unless such consent is required in order to comply with any NASDAQ or applicable tax or regulatory requirement. No award may be made under the Plan after the tenth anniversary of the effective date of the Plan.

OptionsOptions.The Board may determine the number of shares covered by each option, the exercise price therefor, the conditions and limitations on the exercise and any restrictions on the shares issuable. Optionees may pay the exercise price by using cash, shares of common stock that the optionee already owns or, at the election of the Board, a promissory note, an immediate sale of the option shares through a broker designated by us, or other property.

Performance SharesShares.The Board may make performance share awards entitling recipients to acquire shares of common stock upon the attainment of specified performance goals.

Stock Appreciation RightsRights. A participant who exercises a stock appreciation right receives the increase in fair market value of our common stock over the fair market value on the date of grant.

Restricted SharesShares.Restricted shares may be awarded under the Plan. Restricted shares vest at the times and payment terms therefor shall be determined by our Compensation Committee.

AdjustmentsAdjustments.If there is a subdivision of our outstanding shares of common stock, a dividend declared in stock or a combination or consolidation of our outstanding shares of common stock into a lesser number of shares, corresponding adjustments will be automatically made in each of the following: (a) the number of shares of common stock available for future awards under the Plan; (b) any limitation on the maximum number of shares of common stock that may be subject to awards in a fiscal year; (c) the number of shares of common stock covered by each outstanding option or stock appreciation right, as well as the exercise price under each such award; (d) the number of shares of common stock covered by the options to be granted under the automatic option grant program; or (e) the number of stock units included in any prior award that has not yet been settled.

Stock Option Grants

None of the Company’s executive officers have received any grant of stock options or stock awards under the Plan.

Equity Compensation Plan Information

Our Plan was adopted by our Board of Directors in July 2005. We have reserved 1,700,000 shares for issuance under the Plan.

The table below presents the number of shares of our common stock remaining available for issuance under the Plan as of December 31, 2012:2015:

COMPENSATION TO DIRECTORS

The following table sets forth the compensation paid to our directors, other than our Chairman and Chief Executive Officer, for 2012:the year ended December 31, 2015:

Director Compensation Table

We use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on our Board of Directors. Directors who are also employees of our Company currently receive no compensation for their service as directors. In setting director compensation, we consider the significant amount of time that directors dedicate to the fulfillment of their director responsibilities, as well as the competency and skills required of members of our Board. The directors’ current compensation schedule has been in place since March 2013.2015. The directors’ annual compensation year begins with the annual election of directors at the annual meeting of stockholders. The annual retainer year period has been in place for directors since 2012.2015. Periodically, our Board of Directors reviews our director compensation policies and, from time to time, makes changes to such policies based on various criteria the Board deems relevant.

Non-employee directors are reimbursed for travel, lodging and other reasonable out-of-pocket expenses incurred in attending meetings of our Board of Directors and for meetings of any committees of our Board of Directors on which they serve.

COMPENSATION COMMITTEE REPORT

The following Report of the Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of our other filings under the Securities Act of 1933 or the Exchange Act, except to the extent we specifically incorporate this Report of the Compensation Committee by reference therein.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management. Based on such review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee:

Zhi ZhongHui Lin Wang

Yi Guang HuoJin Bao Liu

Jiang Hua Feng

REPORT OF THE AUDIT COMMITTEE

The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of our other filings under the Securities Act of 1933 or the Exchange Act, except to the extent we specifically incorporate this Report of the Audit Committee by reference therein.

The Audit Committee has reviewed and discussed with management the audited financial statements as of and for the Company’s 20122015 fiscal year included in the Company’s Annual Report on Form 10-K as filed with the SEC on April 1, 2013,March 31, 2015, and has discussed with EFP RotenbergMaloneBailey, LLP, our registered independent public accountants, the matters required to be discussed by statement of Accounting Standards No. 61, as amended. The Audit Committee has also received from and discussed with EFP RotenbergMaloneBailey, LLP the written disclosures required by Independence Standards Board Standard No. 1 regarding their independence. Based on the Audit Committee’s review and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for filing with the SEC.

Audit Committee:

Yi Guang HuoJin Bao Liu

Zhi ZhongHui Lin Wang

Yu Hong Li Min Zhang

PRINCIPAL ACCOUNTING FIRM FEESIndependent Auditors

EFP Rotenberg,The audit committee has engaged MaloneBailey, LLP Certified Public Accountants, was(“MaloneBailey”) to serve as the Company’s independent registered public accounting firm engagedfor the year ended December 31, 2016. The audit committee reserves the right, however, to examineselect new auditors at any time in the financial statementsfuture in its discretion if it deems such decision to be in the best interests of the Company forand its stockholders. Any such decision would be disclosed to stockholders in accordance with applicable securities laws.

On July 18, 2013, the audit committee appointed MaloneBailey as the Company’s registered public accounting firm. During the fiscal years ended December 31, 20122015 and 2011. EFP Rotenberg, LLP performed2014, MaloneBailey served as our independent registered public accounting firm.

 During the following services and has been paidtwo most recent fiscal years, neither the following fees:Company nor anyone on its behalf consulted with MaloneBailey regarding (1) the application of accounting principles to a specified transaction, either completed or proposed; (2) the type of audit opinion that might be rendered on the Company’s financial statements; or (3) any matter that was either the subject of a disagreement or event identified in response to Item 304(a)(1) of Regulation S-K (there being none).

Fiscal Years Ended December 31, 20122015 and 20112014

Audit Fees

EFP Rotenberg, LLPMaloneBailey was paid aggregate fees of approximately $286,500 and $239,150$277,000 in the fiscal years ended December 31, 20122015 and 2011, respectively,December 31, 2014 for professional services rendered for the audit of the Company’s annual financial statements and for the reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q for the periods ended March 31, June 30 and September 30 of 20122015 and 2011:2014.

Audit-Related Fees

EFP Rotenberg, LLPMaloneBailey was not paid additional fees for the fiscal years ended December 31, 20122015 or 20112014 for assurance or related services reasonably related to the performance of the audit or review of the Company’s financial statements.

Tax Service Fees

EFP Rotenberg, LLPMaloneBailey did not provide tax services and was not paid $7,500 for each ofthis service for the fiscal yearsyear ended December 31, 2012 and 2011 for professional services rendered for tax compliance, tax advice and tax planning.2015.

All Other Fees

EFP Rotenberg, LLPMaloneBailey was not paid no other fees for professional services during the fiscal years ended December 31, 20122015 and December 31, 2011.2014.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURESAudit Committee Pre-Approval Policies And Procedures

Our Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent auditors, subject to thede minimis exceptions for non-audit services described in Section 10A(i)(1)(b) of the Exchange Act and the rules and regulations of the SEC. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services. The independent auditor and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditor in accordance with this pre-approval.

All services rendered by EFP Rotenberg, LLPMaloneBailey for the year ended December 31, 20122015 and December 31, 2014 were pre-approved in accordance with the policies and procedures described above.

ADDITIONAL INFORMATION

STOCKHOLDERS ENTITLED TO VOTE AT THE ANNUAL MEETING MAY OBTAIN, WITHOUT CHARGE, A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011,2015, OTHER THAN EXHIBITS TO SUCH REPORT, UPON WRITTEN OR ORAL REQUEST TO SORL AUTO PARTS, INC, NO. 1169 YUMENG ROAD, RUIAN ECONOMIC DEVELOPMENT DISTRICT, RUIAN CITY, ZHEJIANG PROVINCE, ZIP CODE 325200, PEOPLE’S REPUBLIC OF CHINA, ATTENTION BEN CHEN. WE WILL ALSO FURNISH TO SUCH PERSONS A COPY OF ANY EXHIBITS TO OUR ANNUAL REPORT ON FORM 10-K FOR A FEE OF $.20 PER PAGE, PAYABLE IN ADVANCE. THIS FEE COVERS ONLY OUR REASONABLE EXPENSES IN FURNISHING THE EXHIBITS.