Page 6 of 7 – SEC Filing
Except as described herein, the Reporting Persons have not formulated
any plans or proposals that relate to or would result in any of the events or transactions described above.
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 5,347,300 shares of Common Stock, constituting 9.90% of the outstanding shares of Common Stock of the Issuer, based on (i) 5,347,300 shares of common stock of the Issuer beneficially owned by the Reporting Persons, and (ii) 54,013,224 shares of common stock of the Issuer outstanding. The number of shares of common stock of the Issuer outstanding is derived from the Stock Purchase Agreement. In the Stock Purchase Agreement, the Issuer represented that, prior to the issuance of the 5,347,300 shares being newly issued and sold to Sinotruk BVI pursuant to that agreement, the Issuer had 48,665,924 shares of common stock outstanding. The closing on the purchase of the 5,347,300 shares occurred on September 25, 2017. |
The filing of this Schedule 13D shall not be deemed
an admission that any of the Reporting Persons are, for purposes of Section 13(d) of the Act, the beneficial owners of any securities
of the Issuer that it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities
of the Issuer reported herein that it does not directly own.
| (b) | Each of the Reporting Persons has: (i) the sole power to vote or direct the vote of 0 shares of Common Stock; (ii) the shared power to vote or direct the vote of 5,347,300 shares of Common Stock; (iii) the sole power to dispose or direct the disposition of 0 shares of Common Stock; and (iv) the shared power to dispose or direct the disposition of 5,347,300 shares of Common Stock. |
| (c) | On September 25, 2017, the parties to the Share Purchase Agreement closed on Sinotruk BVI’s purchase of 5,347,300 shares of Common Stock of the Issuer, at an aggregate purchase price of $5,099,898.25, or $0.9537333333 per share. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The Reporting Persons have entered into a Joint Filing
Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13D as Exhibit 3 hereto (which is incorporated
herein by reference), 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.
| Item 7. | Material to Be Filed as Exhibits |
| Exhibit 1 | Stock Purchase Agreement, dated as of August 25, 2017, among UQM Technologies, Inc., Sinotruk (BVI) Limited and China National Heavy Duty Truck Group Co., Ltd. |
| Exhibit 2 | Registration Rights Agreement, dated as of August 25, 2017, among UQM Technologies, Inc. and Sinotruk (BVI) Limited. |
| Exhibit 3 | Joint Filing Agreement, dated October 5, 2017, among China National Heavy Duty Truck Group Co., Ltd.and Sinotruk (BVI) Limited. |
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