Page 4 of 7 – SEC Filing
| Item 1. | Security and Issuer |
This statement on Schedule 13D relates to shares of common stock,
par value $0.01 per share (the “Common Stock”), of UQM Technologies, Inc., a Colorado corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 4120 Specialty Place, Longmont, Colorado 80504.
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being jointly filed by Sinotruk (BVI) Limited, a company organized under the laws of the British Virgin Islands (“Sinotruk BVI”) and China National Heavy Duty Truck Group Co. Ltd., a company organized under the laws of the People’s Republic of China (“CNHTC” and, collectively with Sinotruk BVI, the “Reporting Persons”, each of which is a “Reporting Person”). The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is attached to this statement on Schedule 13D as Exhibit 3, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act. |
| (b) | The address of the principal office of each Reporting Person is c/o Mr. Song Cheng Zhan, Deputy General Counsel, China National Heavy Duty Truck Group Co. Ltd., 777 Hua’ao Road, Innovation Zone, Jinan, Shandong 250101, People’s Republic of China. |
| (c) | Sinotruk BVI is a 100% wholly owned subsidiary of CNHTC. Each of Sinotruk BVI and CNHTC are holding companies within a corporate group engaged in the manufacture of commercial vehicles. |
| (d) | Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Neither of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding become subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The funds used to purchase the shares
came from the working capital of Sinotruk BVI. No borrowed funds were used to purchase the shares, other than any borrowed funds
that may have been available to Sinotruk BVI for working capital purposes in the ordinary course of its business.
| Item 4. | Purpose of Transaction |
The acquisition of securities that is the subject of this statement
on Schedule 13D was made for investment purposes. The acquisition was the first of two acquisitions
of shares of Common Stock of the Issuer contemplated to be made under the Stock Purchase Agreement dated as of August 25, 2017
among the Issuer, Sinotruk BVI and CNHTC (the “Stock Purchase Agreement”). A copy of the Stock Purchase Agreement is
attached to this statement on Schedule 13D as Exhibit 1.
The closing on the first acquisition
of shares of Common Stock of the Issuer occurred on September 25, 2017. At that time, as contemplated under the Stock Purchase
Agreement, Sinotruk BVI acquired 5,347,300 newly issued shares of Common Stock of
the Issuer and Mr. Ma Chunji, Chairman of the Board of CNHTC, was appointed to the Board
of Directors of the Issuer as a non-voting observer member. Pursuant to the Stock Purchase Agreement, following the closing of
the first acquisition and until the closing of the second acquisition of shares of Common Stock of the Issuer, except as otherwise
provided in the Stock Purchase Agreement, the Issuer will continue to conduct its business in the ordinary course.
In the second acquisition of
shares of Common Stock of the Issuer contemplated to be made under the Stock Purchase Agreement, Sinotruk
BVI will acquire such number of additional shares of Common Stock of the Issuer as will result in Sinotruk BVI owning a total of
34% of the Issuer’s then-outstanding common stock on a fully diluted basis. Upon the closing of the second acquisition,
(i) the Issuer shall increase the size of its Board of Directors to eight members, (ii) the Board observer shall have all the rights
of a full Board member and (iii) CNHTC shall have the right to nominate two additional Board members, with one CNHTC representative
expected to be elected as the Chairman of the Board of the Issuer. Pursuant to the Stock Purchase Agreement, following the second
acquisition and for as long as Sinotruk BVI maintains an ownership interest of at least 25% of the Issuer’s common stock
shares outstanding, the Issuer will confer with CNHTC in advance of undertaking certain extraordinary actions, including (i) issuing
new shares of stock, (ii) increasing the Issuer’s Board size beyond eight directors, (iii) amending the Issuer’s by-laws,
(iv) consummating agreements involving payments or encumbrances exceeding $500,000 annually, (v) entering any union agreement or
plan, (vi) granting new compensation awards exceeding 1.5% of the current outstanding common stock, (vii) issuing any dividend
or distribution of cash or property, or (viii) terminating the employment of (except for cause) or amending any of the employment
agreements with current executives of the Issuer.
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