[] [SECURITIES PURCHASE AGREEMENT Agreement Company Purchaser Purchasers This Securities Purchase Agreement (this “ Securities Act NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows: ARTICLE I. DEFINITIONS Definitions 1.1 Acquiring Person Action “] [February 3, 2010 SORL Auto Parts, Inc. No. 1169 Yumeng Road Ruian Economic Development District Ruian City, Zhejiang Province People’s Republic of China Re: Registration Statement on Form S-3 Ladies and Gentlemen: Company Registration Statement Commission Act Prospectus Securities We are acting as counsel for SORL Auto Parts, Inc., a Delaware corporation (the “ We have reviewed and are familiar] [Press Release Source: SORL Auto Parts, Inc. SORL Auto Parts, Inc. to Raise Approximately $10 Million in Registered Direct Offering ZHEJIANG, China, February 4, 2010 -- SORL Auto Parts, Inc. (Nasdaq: SORL) ("SORL" or "the Company"), a leading manufacturer and distributor of commercial vehicle air brake systems as well as related auto parts in China, announced today that it RODM] [Delaware 000-11991 30-0091294 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) Identification No.) No. 1169 Yumeng Road Ruian Economic Development District Ruian City, Zhejiang Province People’s Republic of China 86-577-6581-7720 N/A (Former name or former address, if changed since last report) o o o o ITEM 1.01. Entry into a Material Definitive Agreement ITEM 8.01. Other Events.]