[January 7, 2010 VIA EDGAR AND U.S. MAIL and Exchange Commission Attn: Amanda Ravitz, Esq. Branch Chief--Legal Division of Corporation Finance 100 F. Street, N.E. Re: Registration Statement on Form S-3 File No. 333-164041 Dear I am transmitting with this letter, for filing, our response to the comments of the Staff set forth in the Commission’s letter dated January 5,]
[Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SORL Auto Parts, Inc. Delaware 30-0091294 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) No. 1169 Yumeng Road Ruian Economic Development District Ruian City, Zhejiang Province People’s Republic of China 86-577-65817720 (Address, including zip code, and telephone number, Xiaoping Zhang Chief Executive] [SORL AUTO PARTS, Inc. TO [ ] Trustee Indenture Dated as of __, 200_ TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions 1 Section 102. Compliance Certificates and Opinions 9 Section 103. Form of Documents Delivered to Trustee 9 Section 104. Acts of Holders 10 Section 105.] [January 6, 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 Common Stock Preferred Stock Debt Securities Units Securities We are acting as counsel for SORL Auto Parts, Inc., a Delaware corporation (the] [S., Suite EFPRotenberg.com Certified Public Accountants | 1870 Winton Road CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders SORL Auto Parts, Inc. and Subsidiaries Ruian City, Zhejiang Province People’s Republic of China As successor by merger, effective October 1, 2009, to the registered public accounting firm Rotenberg & Co., LLP, we consent to the]
[FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SORL Auto Parts, Inc. Delaware 30-0091294 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) No. 1169 Yumeng Road Ruian Economic Development District Ruian City, Zhejiang Province People’s Republic of China 86-577-65817720 (Address, including zip code, and telephone number, Xiaoping Zhang Chief Executive Officer No. 1169 Yumeng] [EX-4.1 2 v169999_ex4-1.htm] [SORL AUTO PARTS, Inc. TO [ ] Trustee Indenture Dated as of __, 200_ TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions 1 Section 102. Compliance Certificates and Opinions 9 Section 103. Form of Documents Delivered to Trustee 9 Section 104. Acts of Holders 10 Section 105.] [EX-5.1 5 v169999_ex5-1.htm] [RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS Detail Calculation in accordance with Reg S-K Item 503(d) Nine Months ended September 30, Year Ended December 31, 2009 2008 2007 2006 2005 2004 Earnings: Income (loss) before income taxes and noncontrolling interests $ 10,613,846 15,338,593 12,587,522] [EX-23.1 11 v169999_ex23-1.htm]
[FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SORL Auto Parts, Inc. Delaware 30-0091294 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) No. 1169 Yumeng Road Ruian Economic Development District Ruian City, Zhejiang Province People’s Republic of China 86-577-65817720 (Address, including zip code, and telephone number, Xiaoping Zhang Chief Executive Officer No. 1169 Yumeng] [EX-4.1 2 v169999_ex4-1.htm] [SORL AUTO PARTS, Inc. TO [ ] Trustee Indenture Dated as of __, 200_ TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions 1 Section 102. Compliance Certificates and Opinions 9 Section 103. Form of Documents Delivered to Trustee 9 Section 104. Acts of Holders 10 Section 105.] [EX-5.1 5 v169999_ex5-1.htm] [RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS Detail Calculation in accordance with Reg S-K Item 503(d) Nine Months ended September 30, Year Ended December 31, 2009 2008 2007 2006 2005 2004 Earnings: Income (loss) before income taxes and noncontrolling interests $ 10,613,846 15,338,593 12,587,522] [EX-23.1 11 v169999_ex23-1.htm]
