Filing Details
- Accession Number:
- 0001140361-16-075024
- Form Type:
- 13G Filing
- Publication Date:
- 2016-08-05 15:47:40
- Filed By:
- Broad-ocean Motor (hong Kong) Co. Ltd
- Company:
- Ballard Power Systems Inc.
- Filing Date:
- 2016-08-05
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Broad-Ocean Motor (Hong Kong) Co. Limited | 0 | 17,250,000 | 0 | 17,250,000 | 17,250,000 | 9.9% |
| Zhongshan Broad-Ocean Motor Co., Ltd | 0 | 17,250,000 | 0 | 17,250,000 | 17,250,000 | 9.9% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Ballard Power Systems Inc. |
| (Name of Issuer) |
| Common Shares |
| (Title of Class of Securities) |
| 058586108 |
| (CUSIP Number) |
| July 26, 2016 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 058586108
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Broad-Ocean Motor (Hong Kong) Co. Limited | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Hong Kong | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 17,250,000 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 17,250,000 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 17,250,000 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 9.9%* | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| FI | | | |||
| | | ||||
* Based on 174,140,099 shares of the Issuer’s common shares outstanding as of July 26, 2016 on a pro forma basis, giving effect to the 17,250,000 shares to be purchased by the filing persons.
CUSIP No. 058586108
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Zhongshan Broad-Ocean Motor Co., Ltd. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| China | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 17,250,000 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 17,250,000 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 17,250,000 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 9.9%* | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| FI | | | |||
| | | ||||
* Based on 174,140,099 shares of the Issuer’s common shares outstanding as of July 26, 2016 on a pro forma basis, giving effect to the 17,250,000 shares to be purchased by the filing persons.
Item 1.
| (a) | Name of Issuer Ballard Power Systems Inc. | |
| (b) | Address of Issuer’s Principal Executive Offices 9000 Glenlyon Parkway Burnaby, British Columbia V5J 5J8 Canada |
Item 2.
| (a) | Name of Persons Filing Broad-Ocean Motor (Hong Kong) Co. Limited Zhongshan Broad-Ocean Motor Co., Ltd. | |
| (b) | Address of Principal Business Office or, if none, Residence c/o No.3 Shalang Industrial Zone, West District Zhongshan, 528411, China | |
| (c) | Citizenship The citizenship of Broad-Ocean Motor (Hong Kong) Co. Limited is Hong Kong The citizenship of Zhongshan Broad-Ocean Motor Co.,Ltd. is China | |
| (d) | Title of Class of Securities Common Shares | |
| (e) | CUSIP Number 058586108 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). | |
| (k) | ☐ | A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: | ||
| Broad-Ocean Motor (Hong Kong) Co. Limited 17,250,000 shares Zhongshan Broad-Ocean Motor Co., Ltd. 17,250,000 shares | |||
| (b) | Percent of class: | ||
| 9.9%* | |||
* Based on 174,140,099 shares of the Issuer’s common shares outstanding as of July 26, 2016 on a pro forma basis, giving effect to the 17,250,000 shares to be purchased by the filing persons.
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote: Broad-Ocean Motor (Hong Kong) Co. Limited 0 shares Zhongshan Broad-Ocean Motor Co., Ltd. 0 shares | ||
| (ii) | Shared power to vote or to direct the vote: Broad-Ocean Motor (Hong Kong) Co. Limited 17,250,000 shares Zhongshan Broad-Ocean Motor Co., Ltd. 17,250,000 shares | ||
| (iii) | Sole power to dispose or to direct the disposition of: Broad-Ocean Motor (Hong Kong) Co. Limited 0 shares Zhongshan Broad-Ocean Motor Co., Ltd. 0 shares | ||
| (iv) | Shared power to dispose or to direct the disposition of: Broad-Ocean Motor (Hong Kong) Co. Limited 17,250,000 shares Zhongshan Broad-Ocean Motor Co., Ltd. 17,250,000 shares | ||
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: August 4, 2016 | Broad-Ocean Motor (Hong Kong) Co. Limited | |
| By: | /s/ LU Chuping | |
| Name: | LU Chuping | |
| Title: | Director | |
| Zhongshan Broad-Ocean Motor Co., Ltd. | ||
| By: | /s/ LU Chuping | |
| Name: | LU Chuping | |
| Title: | Chairman of the Board of Directors | |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
Joint Filing Statement
Statement Pursuant to Rule 13d-1(k)(1)
The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the common shares of Ballard Power Systems Inc. beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Statement pursuant to Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G.
| Dated: August 4, 2016 | Broad-Ocean Motor (Hong Kong) Co. Limited | |
| By: | /s/ LU Chuping | |
| Name: | LU Chuping | |
| Title: | Director | |
| Zhongshan Broad-Ocean Motor Co., Ltd. | ||
| By: | /s/ LU Chuping | |
| Name: | LU Chuping | |
| Title: | Chairman of the Board of Directors | |