Undertaking, dated November 29, 2019

Exhibit 10.3

EXECUTION VERSION

UNDERTAKING

THIS UNDERTAKING (this “Undertaking”), dated as of November 29, 2019, is made by each of Ruili Group Co., Ltd. (“Ruili Group”), Ruili International Inc., a Delaware corporation (“Parent”), Ruili International Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Mr. Xiaoping Zhang, Ms. Shuping Chi and Mr. Xiaofeng Zhang (each, an “Undertaking Person” and, collectively, the “Undertaking Persons”) in favor of (i) SORL Auto Parts, Inc., a Delaware corporation (the “Company”), (ii) Fairford Holdings Limited, a Hong Kong company and wholly owned subsidiary of the Company (“Fairford”), and (iii) Ruili Group Ruian Auto Parts Co., Ltd., a Sino-foreign joint venture between Ruili Group and Fairford (“Ruian”) (each of the Company, Fairford and Ruian, a “Beneficiary” and, collectively, the “Beneficiaries”). Reference is made to that certain merger agreement (the “Merger Agreement”), dated as of the date hereof, by and among the Company, Parent, and Merger Sub. Capitalized terms used but not defined herein shall have the respective meaning set forth in the Merger Agreement.

WHEREAS, pursuant to the terms of the Merger Agreement, Ruili Group, prior to or concurrently with the execution and delivery of the Merger Agreement, shall deposit, or cause to be deposited, an amount of 7,914,300.38 in RMB equal to the Parent Termination Fee (the “Deposit”), with Ruian at a RMB bank account of Ruian as designated by the Company to serve as the Deposit Amount under the Merger Agreement; and

WHEREAS, the parties hereto desire that the Deposit held by Ruian upon the terms and conditions hereinafter set forth.

NOW THEREFORE, as a condition and inducement to the Company’s willingness to enter into the Merger Agreement, each of the Undertaking Persons undertakes to each of the Company, Fairford and Ruian as follows:

2. Entire Agreement. This Undertaking and the Merger Agreement constitute the entire agreement with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Undertaking Persons, the Beneficiaries, or any of them, with respect to the subject matter hereof.

3. Special Committee Approval. Subject to the requirements of applicable Law, any amendment, consent, waiver, termination or other determination to be made, or action to be taken (including pursuing any Legal Proceeding against the Undertaking Persons in relation to or arising out of this Undertaking), by any Beneficiary under or with respect to this Undertaking shall be made or taken at the direction and upon the approval of, and only at the direction and upon the approval of, the Special Committee.

4. Assignment. Subject to Section 3 hereof, neither this Undertaking nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties. Any assignment in violation of the preceding sentence shall be void. Subject to the preceding sentence, this Undertaking will be binding upon, inure to the benefit of and be enforceable by the parties and their respective permitted successors and assigns.

5. Confidentiality. The confidentiality provisions set forth in the Merger Agreement are hereby incorporated by reference into, and shall be deemed to apply mutatis mutandis to, this Undertaking and any actions undertaken hereunder.

6. Severability. If any term or other provision of this Undertaking is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Undertaking shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Undertaking so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

7. Specific Performance. The parties hereto acknowledge and agree irreparable harm may occur for which money damages may not be an adequate remedy in the event that any of the provisions of this Undertaking were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, in addition to any other remedies at Law or in equity, the parties hereto shall be entitled to injunction to prevent breaches of this Undertaking and to enforce specifically the terms and provisions of this Undertaking.

8. Governing Law. This Undertaking shall be governed by and construed in accordance with the Laws of the State of Delaware without giving effect to the principles of conflicts of law thereof or of any other jurisdiction.

9. Counterparts. This Undertaking may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed and delivered this Undertaking as of the date first above written.

[SORL - Signature page to Undertaking]

Accepted and Agreed to

as of the date written above

Beneficiaries:

SORL Auto Parts, Inc.

[SORL - Signature page to Undertaking]