Filing Details

Under Securities Exchange Act of 1934
(Amendment No.     )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7(b) for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page

The information required on 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 (the "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).

1  The beneficial ownership percentage is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, based upon (i) information provided by the Issuer that, as of November 5, 2018, there were 179,985,984 outstanding Common Shares, plus (ii) 46,131,712 Common Shares issued to Weichai Power Co., Ltd. on November 13, 2018 pursuant to the Weichai Subscription Agreement (as defined in Item 3) and plus (iii) 5,699,947 Common Shares issued to Zhongshan Broad-Ocean Motor Co. Ltd. on November 13, 2018 pursuant to the Broad-Ocean Subscription Agreement (as defined in Item 3).

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1  The beneficial ownership percentage is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, based upon (i) information provided by the Issuer that, as of November 5, 2018, there were 179,985,984 outstanding Common Shares, plus (ii) 46,131,712 Common Shares issued to Weichai Power Co., Ltd. on November 13, 2018 pursuant to the Weichai Subscription Agreement (as defined in Item 3) and plus (iii) 5,699,947 Common Shares issued to Zhongshan Broad-Ocean Motor Co. Ltd. on November 13, 2018 pursuant to the Broad-Ocean Subscription Agreement (as defined in Item 3).

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1  The beneficial ownership percentage is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, based upon (i) information provided by the Issuer that, as of November 5, 2018, there were 179,985,984 outstanding Common Shares, plus (ii) 46,131,712 Common Shares issued to Weichai Power Co., Ltd. on November 13, 2018 pursuant to the Weichai Subscription Agreement (as defined in Item 3) and plus (iii) 5,699,947 Common Shares issued to Zhongshan Broad-Ocean Motor Co. Ltd. on November 13, 2018 pursuant to the Broad-Ocean Subscription Agreement (as defined in Item 3).

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Item 1.  Security and Issuer.

This statement on Schedule 13D relates to the common shares, no par value (the Common Share) of Ballard Power Systems Inc. (the Issuer). The principal executive offices of the Issuer are located at 9000 Glenlyon Parkway, Burnaby, British Columbia, Canada V5J 5J8.

Item 2.  Identity and Background.

(a)  (c) This Schedule 13D is being filed by each of the following persons (each, a Reporting Person and collectively, the Reporting Persons):

(i) Weichai Power Hong Kong International Development Co., Limited (Weichai Hong Kong), a company incorporated in Hong Kong with limited liability;

(ii) Weichai Power Co., Ltd. (Weichai Power), a joint stock limited company incorporated in the Peoples Republic of China with limited liability; and

(iii) Shandong Heavy Industry Group Co., Ltd. (SHIG), a company incorporated in the Peoples Republic of China with limited liability.

The address of the principal business office of Weichai Hong Kong is Flat 07-08, 34/F Gloucester Tower, The Landmark, 15 Queens Road Central, Hong Kong.

The address of the principal business office of Weichai Power is Section A 197, Fu Shou East Street, High Technology Industrial Development Zone, Weifang, Shandong Province, The Peoples Republic of China, 261061.

The address of the principal business office of SHIG is #40-1 Yanzi Shan West Road, Jinan, Shandong, The Peoples Republic of China, 250014.

The principal business of Weichai Hong Kong is development of vehicle parts, engineering and trading.

The principal business of Weichai Power is to operate in the following three main business segments: (i) power assembly (engines, gear boxes and axles), (ii) commercial vehicles, and (iii) automobile electronics and parts.

The principal business of SHIG is to operate in the following three main business segments: (i) investment and corporation management; (ii) organize, coordinate and manage the operation of subsidiaries; development, manufacture; and (iii) sale of combustion engines and its ancillary facilities, engineering machineries and other mechanical equipment and components.

With respect to each of the Reporting Persons, the names of each of the executive officers and directors or persons holding equivalent positions of such Reporting Person and their respective principal business address, principal occupation or employment and citizenship are provided on Schedule A to this Schedule 13D, which is incorporated herein by reference.

(d), (e) During the last five years, neither any Reporting Person nor, to any Reporting Persons knowledge, any executive officer or director or person holding equivalent positions of the Reporting Persons (each as listed in Schedule A) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is 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.

(f) The citizenship of each director or executive officer or person holding equivalent positions of the Reporting Persons is set forth in Schedule A hereto, which is incorporated herein by reference.

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Item 3.  Source and Amount of Funds or Other Consideration.

The information set forth in or incorporated by reference in Items 2, 4, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.

On August 29, 2018, Weichai Power and the Issuer entered into that certain Subscription Agreement (the Weichai Subscription Agreement). In connection with the Weichai Subscription Agreement, Weichai Hong Kong and the Issuer entered into that certain Investor Rights Agreement, dated as of November 13, 2018 (the Investor Rights Agreement). In addition, Zhongshan Broad-Ocean Motor Co. Ltd. (Broad-Ocean) and the Issuer entered into that certain Subscription Agreement, dated August 29, 2018 (the Broad-Ocean Subscription Agreement).

On November 13, 2018 (the Closing Date), pursuant to the Weichai Subscription Agreement, the Issuer issued to Weichai Power 46,131,712 Common Shares (the Subscription Shares) for an aggregate purchase price of approximately $163.6 million, or $3.5464 per share of Common Share. Weichai Power has designated Weichai Hong Kong to acquire and hold the Subscription Shares.

The source of the funds used to purchase the Subscription Shares was through working capital of the Reporting Persons and proceeds from a $49.09 million loan from Australia and New Zealand Banking Group Limited to Weichai Hong Kong (the ANZ Loan) and a $49.09 million loan from Standard Chartered Bank (Hong Kong) Limited to Weichai Hong Kong (the SC Loan), respectively.

The summary contained herein of the Weichai Subscription Agreement, the ANZ Loan and the SC Loan is not intended to be complete and is qualified in its entirety by reference to the Weichai Subscription Agreement, the ANZ Loan and the SC Loan, copies of which are filed as Exhibit B, D and E hereto, respectively, and which are incorporated herein by reference.

Item 4.  Purpose of Transaction.

The information contained in Item 3 above is herein incorporated by reference.

The Reporting Persons acquired securities of the Issuer for investment purposes.

Investor Rights Agreement

Pursuant to the Investor Rights Agreement, for so long as Weichai Hong Kong beneficially owns a number of Common Shares that is equal to at least 15% of the total outstanding Common Shares of the Issuer, Weichai Hong Kong will be entitled to designated two (2) individuals for appointment or election to the Issuers board of directors (the Board). Pursuant to Weichai Hong Kongs board representation rights above, Shaojun Sun and Kui Jiang will be appointed to the Board within one (1) month after the Closing Date. As directors of the Issuer, they may have influence over the corporate activities of the Issuer, including activities which may relate to transactions described in clauses 4(a)  (j) of Item 4 of Schedule 13D.

The Investor Rights Agreement also contains restrictions on dispositions which prohibit Weichai Hong Kong from selling or transferring the Subscription Shares for a period of two (2) years following the Closing Date, subject to customary exceptions for transfers to affiliates and participation in material transactions involving the Issuer.

The Investor Rights Agreement also contains customary standstill restrictions which prohibit Weichai Hong Kong from acquiring beneficial ownership of additional Common Shares or taking other specified actions with respect to the Issuer for two (2) years following the Closing Date.

The Investor Rights Agreement also provides Weichai Hong Kong with preemptive rights to maintain its ownership position at 19.9%, pursuant to which Weichai Hong Kong has a right to purchase a pro rata portion of any new issue of securities issued by the Issuer, including Common Share and convertible share (excluding certain excepted issuances).

The Investor Rights Agreement also provides a superior proposal right pursuant to which the Issuer must

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notify Weichai Hong Kong if it receives an acquisition proposal from a third party which will constitute a change of control transaction and determines it could constitute a transaction that it recommends to its shareholders. Within 20 business days upon notice, Weichai Hong Kong has a right to submit a superior proposal to compete against the third-party offer, or it will choose to support the proposed transaction.

The foregoing descriptions of the Weichai Subscription Agreement, the Investor Rights Agreement, and the transactions contemplated thereby, are not intended to be complete and are qualified in their entirety by reference to the Weichai Subscription Agreement and the Investor Rights Agreement, copies of which are filed as Exhibit B and C hereto, respectively, and which are incorporated herein by reference.

In their capacity as significant stockholders of the Issuer, the Reporting Persons intend to take an active role in working with the Issuers management on operational, financial and strategic initiatives. The Reporting Persons review and intend to continue to review, on an ongoing and continuing basis, their investment in the Issuer. Depending upon the factors discussed below and subject to applicable law and the terms of the Weichai Subscription Agreement and the Investors Rights Agreement, the Reporting Persons may from time to time acquire additional securities of the Issuer or sell or otherwise dispose of some or all of their securities of the Issuer. Subject to applicable law and the terms of the Weichai Subscription Agreement, any transactions that the Reporting Persons may pursue may be made at any time and from time to time without prior notice and will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the securities of the Issuer, the financial condition, results of operations and prospects of the Issuer, general economic, financial market and industry conditions, other investment and business opportunities available to the Reporting Persons, tax considerations and other factors.

Other than as described in this Schedule 13D, none of the Reporting Persons currently has any plans or proposals that relate to, or may result in, any of the actions specified in clauses 4(a)  (j) of Item 4 of Schedule 13D (although the Reporting Persons reserve the right to develop such plans).

Item 5.  Interest in Securities of the Issuer

(a), (b) The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by each Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following table:

(1)    Weichai Hong Kong is the direct and record owner of 46,131,712 Common Shares and shares the power to vote and the power to dispose of all of such Common Shares with Weichai Power and SHIG by virtue of the fact that Weichai Power is Weichai Hong Kongs parent company, and Weichai Power is controlled by SHIG. SHIG holds less than 20% of the shares in Weichai Power but is able to exercise influence over Weichai Power by virtue of its status as the largest shareholder of Weichai Power and representatives or designees of SHIG currently comprise a majority of members of Weichai Powers board of directors.

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(2)    The foregoing percentages are calculated in accordance with (i) information provided by the Issuer that, as of November 5, 2018, there were 179,985,984 outstanding Common Shares, plus (ii) 46,131,712 Common Shares issued to Weichai Power Co., Ltd. on November 13, 2018 pursuant to the Weichai Subscription Agreement and plus (iii) 5,699,947 Common Shares issued to Zhongshan Broad-Ocean Motor Co. Ltd. on November 13, 2018 pursuant to the Broad-Ocean Subscription Agreement.

(3)    The Reporting Persons disclaim membership in a group.

(c) Except as described in this Schedule 13D, neither any Reporting Person nor, to any Reporting Persons knowledge (i) any executive officer or director of such Reporting Person; (ii) any person controlling of such Reporting Person; or (iii) any executive officer or director of any corporation or other person ultimately in control of such Reporting Person, each as listed in Schedule A; has effected any transactions in the Common Share during the past sixty days.

(d) Not Applicable.

(e) Not Applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in or incorporated by reference in Items 3 and 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.

In addition, Weichai Power and the Issuer will establish a joint venture company (the JV) in Shandong Province to support Chinas burgeoning fuel cell electric vehicle market in bus, commercial truck and forklift applications, where 51% of the interest in JV is owned by Weichai Power and 49% of the interest in JV is owned by the Issuer. Weichai Power has the right to appoint three (3) members to serve on the board of the JV out of the five (5) board seats of the JV. The Issuer will design and develop its next-generation liquid-cooled proton exchange membrane fuel cell stacks and modules for a total fee of $90 million. The JV will be exclusively entitled to commercially exploit the products developed under a research and development agreement between Weichai Power and the Issuer for bus, commercial truck and forklift applications in China, while the Issuer will retain exclusive rights to commercially exploit the products outside China. Meanwhile, the Issuer will grant the JV a non-exclusive royalty-free licence to the Issuers background technology incorporated into the products it develops for the JV. The JV will purchase the membrane electrode assemblies required for its proton exchange membrane fuel cells exclusively from the Issuer (subject to mutually agreed terms and conditions).

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons have entered into a joint filing agreement on November 23, 2018, a copy of which is attached hereto as Exhibit A, with respect to the joint filing of this Schedule 13D and any amendment or amendments hereto.

Except as referenced above or as described in Items 3 and 4 hereof, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer.

Item 7.  Material to be Filed as Exhibits.

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* * * * *

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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.

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SCHEDULE A

Executive Officers, Directors and Control Persons of the Reporting Persons

The following are each of the executive officers and directors or person holding equivalent positions of Weichai Power Hong Kong International Development Co., Limited and their respective principal occupation or employment and citizenship. Unless otherwise indicated, the principal business address of each of the individuals listed below is Flat 07-08, 34/F Gloucester Tower, The Landmark, 15 Queens Road Central, Central, Hong Kong.

The following are each of the executive officers and directors or person holding equivalent positions of Weichai Power Co., Ltd. and their respective principal occupation or employment and citizenship. Unless otherwise indicated, the principal business address of each of the individuals listed below is Section A 197, Fu Shou East Street, High Technology Industrial Development Zone, Weifang, Shandong Province, The Peoples Republic of China, 261061.

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The following are each of the executive officers and directors or person holding equivalent positions of Shandong Heavy Industry Group Co., Ltd. and their principal occupation or employment and citizenship. Unless otherwise indicated, the principal business address of each of the individuals listed below is #40-1 Yanzi Shan West Road, Jinan, Shandong, The Peoples Republic of China, 250014.

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INDEX TO EXHIBITS

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Exhibit A

JOINT FILING AGREEMENT

THIS JOINT FILING AGREEMENT is entered into as of November 23, 2018, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the Common Share of Ballard Power Systems Inc., a Delaware corporation, and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Exhibit C

INVESTOR RIGHTS AGREEMENT

BETWEEN

WEICHAI POWER HONG KONG INTERNATIONAL DEVELOPMENT CO., LIMITED

AND

BALLARD POWER SYSTEMS INC.

NOVEMBER 13, 2018

INVESTOR RIGHTS AGREEMENT

THIS INVESTOR RIGHTS AGREEMENT (this Agreement) is dated as of November 13, 2018.

BETWEEN:

WEICHAI POWER HONG KONG INTERNATIONAL DEVELOPMENT CO., LIMITED, a corporation existing under the laws of Hong Kong

(Weichai)

AND:

BALLARD POWER SYSTEMS INC., a corporation existing under the laws of the Province of British Columbia, Canada

(Ballard)

WHEREAS:

A.            Ballard and Weichai Power Co., Ltd. (Weichai Power, the 100% parent of Weichai) have entered into a subscription agreement (the Subscription Agreement) to provide for the issuance and sale by Ballard to Weichai Power or its designated Affiliate (the Placement) of common shares in the capital of Ballard (the Common Shares) representing approximately 19.9% of the outstanding Common Shares;

B.            Weichai Power has designated Weichai to acquire and hold the Subscription Shares (as defined below) of Ballard prior to the Closing;

C.            Ballard and Weichai have agreed to enter into this Agreement to provide for certain rights and restrictions in connection with Weichais on-going rights to sell or transfer the Common Shares it acquires under the Placement (the Subscription Shares) and to acquire further Common Shares.

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration the receipt and adequacy of which are acknowledged, the parties agree as follows:

ARTICLE 1

INTERPRETATION

Section 1.1                                   Defined Terms.

(1)                                 As used in this Agreement, the following terms have the following meanings:

Act means the Business Corporations Act (British Columbia).

Agreement means this Investor Rights Agreement as the same may be supplemented or amended from time to time.

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Affiliate of a Person (other than a natural person) is an affiliate of another Person if (a) one of them is the subsidiary of the other, or (b) each of them is controlled by the same Person.

Anti-dilution Right has the meaning set out in Section 3.1(1).

Anti-Dilution Right Notice Period has the meaning set out in Section 3.2(1).

Biennial Adjustment Offer has the meaning set out in Section 3.5(1).

Board means the board of directors of Ballard, as may be constituted from time to time.

Business Day means any day which is not a Saturday, Sunday, public holiday or a day on which banks are not open for business in Vancouver, Canada or Weifang, Shandong Province, PRC.

Closing Date has the meaning set out in Section 3.1(1).

Common Shares has the meaning set out in Recital A.

Conditions has the meaning set out in Section 2.3.

Convertible Securities has the meaning set out in Section 3.1(1).

Director Nominee has the meaning set out in Section 2.1.

Directors mean the directors of Ballard from time to time.

Directors Election Meeting means a meeting of shareholders of Ballard at which Directors are to be elected to the Board.

Exercise Notice has the meaning set out in Section 3.2(1).

Governmental Entity means (i) any international, multinational, national, federal, provincial, state, municipal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any stock exchange and (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

Ill Repute means, with respect to any Director Nominee, that such Director Nominee has (i) breached his or her fiduciary duty, or has been grossly negligent in discharging his or her duties as a Director; (ii) has been convicted, pled guilty to, or in the reasonable judgment of the Board, is likely to be convicted of any offense or crime that in the Boards reasonable judgment, involves dishonesty or fraud; or (iii) has committed an act or made a public statement of a nature such that having such Director Nominee serve on the Board would have a serious adverse effect on Ballard.

Incentive Securities has the meaning set out in Section 3.1(6).

Issue has the meaning set out in Section 3.1(1).

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Issue Notice has the meaning set out in Section 3.1(2).

Law means any and all applicable (i) laws, constitutions, treaties, statutes, codes, ordinances, orders, decrees, rules, regulations and by-laws, (ii) judgments, orders, writs, injunctions, decisions, awards and directives of any Governmental Entity and (iii) policies, guidelines, notices and protocols of any Governmental Entity.

NASDAQ means the NASDAQ Global Market.

Nomination Letter has the meaning set out in Section 2.2.

Nomination Right means the right to designate a Director Nominee as provided in Section 2 of this Agreement.

Notice means any notice required to be given regarding the matters contemplated by this Agreement; and Notify or Notification will have corresponding meanings.

Person means a natural person, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning.

Placement has the meaning set out in Recital A.

Potential Purchaser has the meaning set out in Section 4.6.

PRC means the Peoples Republic of China, excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan.

Pro Rata Interest means, on any date, with respect to a Person, the security ownership interest of such Person and its Affiliates in Ballard, expressed as a percentage, equal to (i) the aggregate number of outstanding Voting Shares and other voting or equity shares of Ballard beneficially owned, directly or indirectly, by such Person and its Affiliates; divided by (ii) the aggregate number of outstanding Voting Shares and other voting or equity shares of Ballard.

Regulatory Cutback has the meaning set out in Section 3.4(1).

SEC means the U.S. Securities and Exchange Commission.

Securities Laws means, collectively, the applicable securities Laws of each of the provinces and territories of Canada and the United States and the respective regulations, instruments and rules made under those Laws together with all applicable published policy statements, notices, blanket orders and rulings of the securities commissions or regulatory authorities of Canada and the SEC of the United States and the applicable rules and requirements of any stock exchange on which Ballard has applied to list its securities.

Subscription Agreement has the meaning set out in Recital A.

Subscription Shares has the meaning set out in Recital A.

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Voting Shares has the meaning set out in Section 3.1(1).

Waiver has the meaning set out in Section 3.6(1).

ARTICLE 2

NOMINATION RIGHTS

Section 2.1                                               Board Nomination Rights

(1)                                 Subject to the terms and conditions of this Section 2, for so long as Weichai has and maintains a Pro Rata Interest equal to at least fifteen percent (15%), Weichai will be entitled to nominate two (2) individuals for appointment or election as Directors of Ballard (each, a Director Nominee). The Director Nominees shall initially be the individuals nominated by Weichai in writing prior to the Closing Date (the Initial Weichai Nominees). The right to designate a Director Nominee shall be referred to as a Nomination Right.

(2)                                 Ballard shall take all available steps as may be necessary to have the Initial Weichai Nominees to be appointed to the Board as a Director of Ballard within one (1) month after the Closing Date.

(3)                                 Weichai Director Nominees may seek to serve as members of a committee of the Board, which the Board will reasonably consider, subject to the Weichai Director Nominees meeting independence, financial literacy and other requirements of applicable Law.

Section 2.2                                               Board Nomination Procedure

(1)                                 Ballard shall notify Weichai of its intention to hold a Directors Election Meeting at least sixty (60) days prior to the date of every such meeting (the Meeting Notice Date).

(2)                                 At least fifty (50) days and no more than sixty (60) days before each Directors Election Meeting, Weichai will deliver to Ballard a written notice (the Nomination Letter) specifying the names of its Director Nominees together with the information regarding each Director Nominee that Ballard is required by the Act and Securities Laws to include in a management information circular of Ballard to be sent to shareholders of Ballard in respect of such Directors Election Meeting and such other information, including a biography of each Director Nominee, that is consistent with the information Ballard intends to publish about management nominees as Directors of Ballard in such management information circular. If a Director Nominee is not currently a Director, Weichai shall provide a signed consent to act as a Director from such Director Nominee and confirmation that it believes the Director Nominee meets the Conditions.

(3)                                 If Weichai fails to deliver the Nomination Letter to Ballard at least fifty (50) days before the Directors Election Meeting, Weichai shall be deemed to have, if such individuals are willing and able to act, re-nominated its Director Nominees that then currently serve as Directors of Ballard at such time, subject to such individuals satisfying the Conditions for re-appointment to the Board.  If such individuals are not willing or able to act, Weichai shall be deemed to have waived its Nomination Right with respect to such Director Nominee(s) for the ensuing annual term of the Board.

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(4)                                 The Director Nominees nominated by Weichai pursuant to Section 2.2(2) or Section 2.2(3) of this Agreement shall be nominated by or at the direction of the Board or an authorized officer of Ballard, including pursuant to a notice of meeting, to stand for election or appointment to the Board at the Directors Election Meeting. Ballard shall use commercially reasonable best efforts to cause the election or appointment of the Director Nominees to the Board at each Directors Election Meeting, including by endorsing and recommending the Director Nominees, soliciting proxies from its shareholders for such election or appointment, voting the Common Shares in respect of which management is granted a discretionary proxy in favor of the election or appointment of such Director Nominees and shall otherwise support the election or appointment of the Director Nominees in a manner no less rigorous and favorable to the Director Nominees than the manner in which Ballard supports other nominees for election or appointment to the Board.

(5)                                 Subject to Section 2.5, following a Directors Election Meeting at which a Director Nominee of Weichai was elected as a director, such Director Nominee shall be entitled to remain a Director until (i) he/she resigns, (ii) his/her successor is elected or appointed pursuant to this Agreement or applicable law, (iii) he/she is disqualified from being a director under the Act (or any equivalent statute of a jurisdiction to which Ballard has been continued or under which it is otherwise governed), or (iv) he/she ceases to meet any of the Conditions.

Section 2.3                                               Conditions

(1)                                 Notwithstanding anything to the contrary in this Agreement, each Director Nominee shall, as a condition of election or appointment as a Director, satisfy the following conditions as reasonably determined by the Board (such conditions referred to as the Conditions):

(a)                                 each Director Nominee must meet the qualification requirements to serve as a director under the Act (or any equivalent statute of a jurisdiction to which Ballard has been continued or under which it is otherwise governed) and as a director independent of Ballard under applicable Securities Laws;

(b)                                 each Director Nominee must not be of Ill Repute; and

(c)                                  each Director Nominee must be either sufficiently conversant with the English language to be able to participate in Board meetings or accompanied by an English interpreter.

(2)                                 Notwithstanding anything to the contrary in this Agreement, if at any time a Director Nominee ceases to satisfy any of the Conditions, Weichai shall promptly cause such Director Nominee to tender his or her resignation from the Board, and the provisions of Section 2.4 shall apply.

Section 2.4                                               Vacancies

If a Director Nominee resigns, is lawfully removed, is not elected by the shareholders, or otherwise ceases to be eligible to be a Director for any reason, Weichai shall be entitled to fill such vacancy by the election or appointment of another individual nominated by Weichai, provided that Weichai is still entitled to do so pursuant to this Agreement, and

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in such case Ballard (acting through the Board) shall take all steps required to effect the appointment or election to the Board, as soon as reasonably practicable, of an individual designated by Weichai who meets the Conditions.

Section 2.5                                               Loss of Nomination Rights

If at any time Weichai loses its Nomination Right by ceasing to hold a Pro Rata Interest of at least fifteen percent (15%), Weichai shall notify Ballard promptly and, within ten (10) Business Days of the date that Weichais Nomination Right was lost, cause its Director Nominees to resign from the Board.

Section 2.6                                               Reimbursement and Insurance

(1)                                 Ballard agrees and undertakes that, so long as Weichai has a Nomination Right, each Director who is not an officer or employee of Ballard shall be reimbursed by Ballard for the reasonable travel and other expenses incurred by him/her to attend Board meetings in accordance with the normal policies and procedures of Ballard.

(2)                                 Ballard shall obtain and/or maintain from financially sound and reputable insurers Directors and Officers liability insurance in an amount and on terms and conditions reasonably determined by the Board to be adequate and will be consistent with the market practice, and will use commercially reasonable efforts to cause such insurance policies to be maintained until such time as the Board determines that such insurance should be discontinued, which in any event shall last for the term of Weichai Director Nominees office as a Director. In addition, Ballard shall indemnify and hold harmless all of its Directors and officers and former Directors who served as Directors at any time following the date of this Agreement, and their respective heirs and legal representatives, from and against any loss or damage incurred by them for any act or omission taken or suffered by the Director Nominee(s) in connection with acting as a Director, to the fullest extent permitted by the Act (or any equivalent statute of a jurisdiction to which Ballard has been continued or under which it is otherwise governed) and applicable Law.

Section 2.7                                               Voting of Common Shares

(1)                                 Provided Ballard has complied with its obligations with respect to the Nomination Right in all material respects, for so long as Weichai continues to hold at least fifteen percent (15%) of the outstanding Common Shares, Weichai covenants and agrees with Ballard to vote, or to cause to be voted, all of the Voting Shares over which it exercises control or direction in a manner not contrary to the recommendation of the Board of Ballard at each meeting of shareholders of Ballard as set out in the applicable management information circular of Ballard, with Weichai either:

(a)                                 voting for; or

(b)                                 abstaining from voting on (but not withholding),

each matter of business that is in relation to the election of Ballard directors (other than those served by the Weichais Director Nominees) and all other matters which require Ballards shareholders to enact them by passing ordinary resolutions pursuant to the applicable laws, regulations, listing rules or the Articles of Ballard, as amended from time

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to time (save for any such matter which is reasonably expected to have impact on the Weichais shareholder rights, in which case Weichai shall be entitled to vote or to cause to be voted, all of the Voting Shares over which it exercises control or direction in its own discretion) (each, a Ballard Recommended Vote).

(2)                                 In respect of any meeting of shareholders of Ballard, Weichai will, promptly upon request by Ballard, either:

(a)                                 provide Ballard with evidence that it has already submitted voting instructions on each Ballard Recommended Vote in accordance with its obligations under Section 2.7(1); or

(b)                                 provide Ballard with a proxy or the information necessary to enable Ballard to complete voting instructions on behalf of Weichai on each Ballard Recommended Vote in the manner not contrary to the recommendations in the applicable management information circular of Ballard.

(3)                                 For avoidance of doubt, with respect to any matters which shall require Ballards shareholders to enact them by passing special resolutions, Weichai shall be entitled to vote or to cause to be voted, all of the Voting Shares over which it exercises control or direction in its own discretion.

Section 2.8                                               Information Sharing with Weichai

Ballard recognizes that individuals associated with Weichai and its Affiliates will be Director Nominees and serve on the Board from time to time, and that such individuals (i) will from time to time receive non-public information concerning Ballard and its subsidiaries, and (ii) may (subject to their compliance with the applicable Laws (including but not limited to any applicable Securities Laws) in respect of sharing of Ballards non-public information with Weichai and their obligation to maintain the general confidential obligation of such information) share such information with other individuals associated with Weichai and its Affiliates. Such sharing will be for the dual purpose of facilitating support to Director Nominees in their capacity as Director and enabling Weichai, as a stockholder, to better evaluate Ballards performance and prospects, but not for any other purpose to the detriment of Ballard and its Affiliates. Notwithstanding the foregoing, Director Nominees will not share any information if Ballard informs Director Nominees that such sharing could be reasonably expected to compromise or otherwise adversely affect Ballards and its Affiliates ability to assert any attorney/client privilege or similar rights. Ballard hereby irrevocably consents to such sharing.

ARTICLE 3

ANTI-DILUTION RIGHT

Section 3.1                                   Subscription.

(1)                                 Commencing on the date of closing of the transactions contemplated by the Subscription Agreement (the Closing Date), and subject to such transactions closing in accordance with the terms and subject to the conditions contained in the Subscription Agreement, if Ballard proposes or becomes obligated to issue Common Shares or other voting, participating or equity shares in the capital of Ballard, or proposed to transfer any Common Shares that have been repurchased from the open market and held under

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Ballards brokerage account or otherwise held under Ballards name (if any) (collectively, the Voting Shares), or any securities convertible into Voting Shares or entitling the holder thereof to acquire Voting Shares (collectively, the Convertible Securities) (each such issuance of Voting Shares or Convertible Securities, an Issue), Weichai shall have the right but not the obligation to subscribe, either directly or through its designated Affiliates, for additional Voting Shares or Convertible Securities, as applicable (the Anti-dilution Right) as follows:

(a)                                 in the case of an Issue of Voting Shares, that number of Voting Shares such that the ratio after the Issue, assuming full exercise of the Anti-dilution Right, of (i) the aggregate number of Voting Shares held by Weichai and/or its designated Affiliate (as the case may be) and Voting Shares into which Convertible Securities held by Weichai and/or its designated Affiliate (as the case may be) are convertible, to (ii) the aggregate number of outstanding Voting Shares and Voting Shares into which outstanding Convertible Securities are convertible, shall be the same as the lesser of: (A) the corresponding ratio immediately prior to the Issue; and (B) the corresponding ratio immediately following the Placement; and

(b)                                 in the case of an Issue of Convertible Securities, that number of Convertible Securities such that the ratio after the Issue, assuming full exercise of the Anti-dilution Right, of (i) the aggregate number of Voting Shares held by Weichai and/or its designated Affiliate (as the case may be) and Voting Shares into which Convertible Securities held by Weichai and/or its designated Affiliate (as the case may be) are convertible, to (ii) the aggregate number of outstanding Voting Shares and Voting Shares into which outstanding Convertible Securities are convertible, shall be the same as the lesser of: (A) the corresponding ratio immediately prior to the Issue; and (B) the corresponding ratio immediately following the Placement.

(2)                                 Ballard shall make commercially reasonable best efforts to provide a Notice (the 1st Issue Notice) to Weichai in writing of an Issue no less than twenty (20) Business Days prior to public announcement of an Issue setting out (i) an estimate of the number of Voting Shares or Convertible Securities to be issued, (ii) the preliminary terms and conditions of any Voting Shares or Convertible Securities to be issued, and (iii) the range of the subscription price per Voting Share or Convertible Security to be issued, as applicable.

(3)                                 Ballard shall make commercially reasonable best efforts to provide a Notice (the 2nd Issue Notice) to Weichai in writing of an Issue no less than five (5) Business Days prior to public announcement of an Issue setting out (i) the number of Voting Shares or Convertible Securities to be issued, (ii) the material terms and conditions of any Voting Shares or Convertible Securities to be issued, and (iii) the subscription price per Voting Share or Convertible Security to be issued, as applicable.

(4)                                 If Weichai (and/or its designated Affiliate, as the case may be) exercises the Anti-dilution Right in accordance with Section 3.2, the subscription price at which Voting Shares or Convertible Securities, as applicable, will be issued by Ballard to Weichai (and/or its designated Affiliate (as the case may be)) pursuant to such exercise shall be an amount in cash equal to the price for which each Voting Share or Convertible Security, as applicable, is issued by Ballard in connection with the Issue.

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(5)                                 If Ballard issues Voting Shares for non-cash consideration or if Ballard enters into a merger agreement or business combination agreement resulting in a combined company, provided that the equityholders of Ballard immediately prior to such transaction hold a majority of the outstanding shares of Ballard or of the combined company immediately following such transaction, Weichai (and/or its designated Affiliate (as the case may be)) shall be entitled to exercise the Anti-dilution Right following completion of such transaction in order to permit Weichai and/or its designated Affiliate (as the case may be) to acquire Voting Shares or voting or equity shares or securities convertible into voting or equity shares of the combined company so as to achieve the same percentage holdings that Weichai beneficially held in Ballard prior to such transaction, at an issue price equal to the volume weighted average trading price of such securities for the five (5) trading days before completion by Ballard of such non-cash transaction or merger or business combination.

(6)                                 Notwithstanding anything to the contrary contained herein, Convertible Securities shall not include incentive or compensation securities granted to directors, officers, employees or consultants of Ballard or its subsidiaries in accordance with the terms of Ballards security-based compensation arrangements (collectively, Incentive Securities).

Section 3.2                                   Exercise of Anti-dilution Right.

(1)                                 If Weichai (and/or its designated Affiliate (as the case may be)) wishes to exercise the Anti-dilution Right in respect of a particular Issue, Weichai shall give written notice to Ballard (the Exercise Notice) of the exercise of such right and of the number of Voting Shares or Convertible Securities, as applicable, Weichai (and/or its designated Affiliate (as the case may be)) wishes to purchase (subject to the limits set forth in Article 4), within five (5) Business Days after the date of receipt of the 2nd Issue Notice (the Anti-Dilution Right Notice Period).  Weichai will make commercially reasonable efforts to deliver any Exercise Notice to Ballard in time for the Anti-dilution Right to be exercised concurrently with the closing of the Issue but Weichai will not be obligated to do so.

(2)                                 If Ballard receives an Exercise Notice from Weichai within the Anti-Dilution Right Notice Period then Ballard shall, subject to the receipt and continued effectiveness of all required regulatory approvals (including stock exchange approvals), which approvals Ballard shall use commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations), issue to Weichai against payment of the subscription price payable in respect thereof, that number of Voting Shares or Convertible Securities, as applicable, set forth in the Exercise Notice. The closing of any private placement pursuant to an exercise of the Anti-dilution Right by Weichai will take place on the date that is not later than ten (10) Business Days after the expiry of the Anti-Dilution Right Notice Period, unless all filings, notices, approvals and authorizations necessary to complete the closing of such private placement have not been made, given or obtained by that date, in which case the closing will be extended for such period as is reasonably necessary to obtain the same.

Section 3.3                                   Exceptions to Anti-dilution Right.

(1)                                 The Anti-dilution Right shall not apply in the event of an Issue in the following circumstances (the Anti-dilution Exemptions):

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(a)                                 Voting Shares issuable upon the exercise of Convertible Securities outstanding as of the Closing Date;

(b)                                 Voting Shares issuable upon the exercise of Convertible Securities issued pursuant to any Issue following the Closing Date in respect of which Weichai has exercised the Anti-dilution Right;  or

(c)                                  the Issue of Voting Shares or Convertible Securities made to all holders of Voting Shares (including Weichai) on a pro rata basis.

Section 3.4                                   Regulatory Cutback.

(1)                                 If, pursuant to the rules of applicable Securities Laws, the exercise of the Anti-dilution Right by Weichai (and/or its designated Affiliate (as the case may be)) results in a requirement for Ballard to obtain shareholder approval (as the sole reason to obtain such shareholder approval, and not, for greater certainty, if shareholder approval is required by reason of the size of the Issue which triggers the Anti-dilution Right or for any other reason), Weichai shall accept such lesser amount of Voting Shares or Convertible Securities, as applicable, as will not trigger such requirement (a Regulatory Cutback).

(2)                                 If a Regulatory Cutback applies, Ballard hereby covenants to use all lawful and commercially reasonable best efforts to obtain, at the next meeting of shareholders of Ballard following completion of the transaction to which such Regulatory Cutback applies, the approval of the shareholders of Ballard in respect of (i) the issuance of the Voting Shares or Convertible Securities subject to the Regulatory Cutback (at the same price as would have been applicable had the Regulatory Cutback not been required, subject to receipt of applicable regulatory, including stock exchange, approvals) so as to allow Weichai to achieve the same percentage holdings in Ballard that Weichai would otherwise have been initially entitled to, absent the Regulatory Cutback, and (ii) the issuance of any Voting Shares or Convertible Securities to which Weichai would have been entitled pursuant to a new Issue by Ballard after a Regulatory Cutback has been triggered.

Section 3.5                                   Biennial Adjustment Offer.

(1)                                 Ballard shall give Notice to Weichai within thirty-one (31) days after the end of the first quarter of every second calendar year (commencing in the year of 2020) of the aggregate number of Voting Shares issued during such previous two (2) calendar years pursuant to the exercise of Incentive Securities, and shall make an irrevocable offer (the Biennial Adjustment Offer) to Weichai open for a period of thirty (30) days from the date of such Notice or, if such date falls on a day on which a trading blackout in respect of Ballard is in effect, ten (10) Business Days following the expiry of such trading blackout period, to subscribe for, either directly or through its designated Affiliate, on a private placement basis, at the then current market price of Voting Shares, that number of Voting Shares such that the ratio, after taking into account the number of Voting Shares issued upon exercise of Incentive Securities during the prior two (2) calendar years, of (i) the aggregate number of Voting Shares held by Weichai and its Affiliate (if applicable) and Voting Shares into which Convertible Securities held by Weichai and its Affiliate (if applicable) are convertible, to (ii) the aggregate number of outstanding Voting Shares and Voting Shares into which outstanding Convertible Securities are convertible, shall be the same as the lesser of: (A) the corresponding ratio prior to the issuance of

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Voting Shares upon exercise of any Incentive Securities during the prior two (2) calendar years; and (B) the corresponding ratio immediately following the Placement.

(2)                                 If an Biennial Adjustment Offer is accepted by Weichai, the purchase and sale of Voting Shares subject to the Biennial Adjustment Offer shall be completed within ten (10) Business Days from the date of such acceptance, unless all filings, notices, approvals and authorizations necessary to complete the closing of such purchase and sale have not been made, given or obtained by that date, in which case the closing will be extended for such period as is reasonably necessary to obtain the same.

(3)                                 For the purpose of this Section 3.5, the current market price shall be the volume weighted average trading price for twenty (20) trading days before such acceptance, or such pricing as is in accordance with the rules of the Toronto Stock Exchange or any other stock exchange on which Voting Shares are then listed. Weichais right to receive an Biennial Adjustment Offer will remain in effect at any time that Weichai remains entitled to exercise the Anti-dilution Right, and for the purpose of determining if Weichai retains such right, the number of Voting Shares issued during such two (2) prior calendar years pursuant to the exercise of Incentive Securities shall not be taken into account.

Section 3.6                                   Waiver.

(1)                                 Notwithstanding anything to the contrary contained herein, the Anti-dilution Right will become effective on the later of (i) Ballard obtaining a waiver from NASDAQ in respect of the Anti-dilution Right if required pursuant to applicable U.S. Securities Laws (the Waiver), and (ii) the Closing Date. Ballard covenants and agrees to use its commercially reasonable efforts to obtain the Waiver as soon as reasonably practicable following the date hereof.

(2)                                 Notwithstanding anything to the contrary contained herein, Weichai shall be entitled to exercise the Anti-dilution Right with respect to any Issues completed by Ballard after the Closing Date and before the date on which Ballard obtains the Waiver so as to allow Weichai to achieve the same percentage holdings in Ballard that Weichai would have otherwise been entitled to maintain had the Anti-dilution Right become effective on the Closing Date.

Section 3.7                                   Termination of Anti-dilution Right.

The Anti-dilution Right and all other rights set out in this Article 3 shall terminate and be of no further force or effect after any time Weichai directly or indirectly beneficially owns less than ten percent (10%) of the issued and outstanding Voting Shares, provided that in the calculation of whether Weichai directly or indirectly beneficially owns less than ten percent (10%) of the issued and outstanding Voting Shares, (i) the issued and outstanding Voting Shares will not include any Voting Shares issued pursuant to any Anti-Dilution Exemptions or the exercise of any Incentive Securities (unless Weichai has been given and had the opportunity to complete the Biennial Adjustment Offer in respect of such Incentive Securities); (ii) the issued and outstanding Voting Shares will not include any Voting Shares issued before the Waiver is obtained, if applicable; and (iii) the issued and outstanding Voting Shares will not include any Voting Shares issued for non-cash consideration or in relation to a merger or business combination (unless Weichai has been given and had the opportunity to complete the Anti-Dilution Right pursuant to Section 3.1(4)).  In addition, for the purpose of calculating the number of

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shares that Weichai directly or indirectly beneficially owns for the purpose of this section, Weichai will be deemed to own the full amount of Voting Shares subject to the exercise of the Anti-dilution Right under Section 3.4 had there been no Regulatory Cut Back (unless Weichai has had the opportunity to complete the purchase of Voting Shares as contemplated in Section 3.4(2)).

ARTICLE 4
RESTRICTIONS ON DISPOSITIONS AND ACQUISITIONS, STANDSTILL COVENANTS AND SUPERIOR PROPOSAL RIGHT

Section 4.1                                   Restrictions on Dispositions.

(1)                                 Subject to Section 4.3, Weichai shall not sell, transfer or otherwise dispose, directly or indirectly, all or any portion of the Subscription Shares or sell, transfer or otherwise dispose of its economic interest therein or economic consequences of ownership of such Voting Shares for a period of two (2) years following the Closing Date (the Standstill Period) without the prior written consent of the Board (with the Director Nominees of Weichai excluded from such approval vote). Notwithstanding the foregoing, the restriction on Weichai set out above will not apply: (i) to a sale, transfer or disposition pursuant to any plan of arrangement, re-organization, amalgamation, takeover bid, merger or other similar combination transaction where an offer to purchase or exchange or reorganize the Voting Shares has been made to all shareholders of Ballard by a third party or involves all the Voting Shares; (ii) a sale, transfer or disposition to an Affiliate of Weichai, provided that Weichai causes such Affiliate to whom such Voting Shares are transferred to expressly agree in writing to be bound by the terms of this Agreement, and provided further that such sale, transfer or disposition is made in accordance with applicable Securities Laws; (iii) if a proceeding is commenced against or involving Ballard under the Bankruptcy and Insolvency Act or the Companies Creditors Arrangement Act or any similar legislation; or (iv) if Ballard has received notice from any securities regulatory authority that the Voting Shares will be permanently cease-traded within a specified period.

(2)                                 Following the Standstill Period set forth in Section 4.1(1), Weichai shall be permitted to sell such Subscription Shares either by private agreement or through the facilities of any stock exchange on which Subscription Shares are traded provided, however, that in the case of a sale through the facilities of any such stock exchange, Weichai shall in good faith attempt to dispose of such Subscription Shares in a manner that does not materially disrupt orderly trading in such securities, but for clarification, if Weichai considers that in order to protect its own reasonable commercial interest, it has to dispose of the Subscription Shares as soon as possible, then Weichai is free to dispose of the Subscription Shares in any manner it deems appropriate, provided that when Weichai holds a Pro Rata Interest of at least ten percent (10%), Weichai shall provide Ballard with one (1) Business Day advance notice in writing.

Section 4.2                                   Restrictions on Acquisitions.

(1)                                 Subject to Section 4.2(2), during the Standstill Period, Weichai shall not acquire any Voting Shares, Convertible Securities or rights or options to acquire any Voting Shares, which will result in Weichai and its Affiliates owning twenty percent (20%) or more of the Voting Shares.

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(2)                                 Notwithstanding Section 4.2(1), during the Standstill Period, Weichai may submit a confidential proposal to the Board (in such a manner as would not require Ballard to make any public disclosure regarding such proposal) to acquire all of the outstanding Voting Shares whether by way of a plan of arrangement, re-organization, amalgamation, takeover bid, merger or other similar combination transaction (each, a Weichai Offer), it being understood that Section 4.4(i) shall apply to each such Weichai Offer. Ballard will be entitled, in its sole discretion, to respond to the Weichai Offer is such manner as it determines. For greater certainty, other than as contemplated by Section 4.3, Weichai shall be prohibited from making a Weichai Offer so long as a Third Party Offer is outstanding.

Section 4.3                                   Superior Proposal Right

(1)                                 If Ballard receives or otherwise becomes aware of any Acquisition Proposal that the Board determines, in its sole discretion, is or could constitute a transaction that it recommends to Ballard shareholders (each such transaction, a Third Party Offer), Ballard shall, as soon as reasonably practicable and in any event no less than twenty (20) Business Days before entering into any agreement to implement such Third Party Offer, provide Weichai with written notice (the Third Party Acquisition Notice) that it is negotiating a Third Party Offer, which notice shall set forth the indicative range of the pricing and other material terms of the Third Party Offer.

(2)                                 Weichai will have an opportunity (but not the obligation) during a period of twenty (20) Business Days (the Response Period) from the date of receipt of the Third Party Acquisition Notice to make an Acquisition Proposal (a Weichai Response Proposal) to the Board that is or could constitute a Superior Proposal.

(3)                                 If the Board determines, in good faith after consultation with its outside legal counsel and financial advisors, that a Weichai Response Proposal constitutes a Superior Proposal compared to the terms of a Third Party Offer, Ballard and Weichai will, as soon as reasonably practicable, negotiate and enter into a definitive agreement to implement such Superior Proposal.  If Weichai does not submit a Weichai Response Proposal which constitutes a Superior Proposal during the Response Period, then immediately prior to the public announcement of the Third Party Offer, Weichai will execute a support agreement in the form and substance to be mutually agreed by Weichai and the relevant parties, undertaking to vote and/or tender all of the Voting Shares over which it exercises direction or control in favor of the Third Party Offer.

(4)                                 Following Weichais submission of a Weichai Response Proposal which constitutes a Superior Proposal, but prior to execution of a definitive agreement in respect thereof,  if Ballard receives or otherwise becomes aware of any new Acquisition Proposal, Ballard shall, as soon as reasonably practicable, provide Weichai with written notice of such Acquisition Proposal, and Weichai shall be entitled, but not obligated, to make new Weichai Response Proposal to the Board in response to any Acquisition Proposal made by third party.

(5)                                 For the purposes of this Section 4.3, the following definitions apply:

(a)                                 Acquisition Proposal means any offer or proposal (written or oral) from any Person or group of Persons relating to: (a) any acquisition or purchase, direct or indirect, of: (i) the assets of Ballard that, individually or in the aggregate,

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constitute 50% or more of the consolidated assets of Ballard or which contribute 50% or more of the consolidated revenue of Ballard, or (ii) 50% or more of the issued and outstanding Voting Shares; (b) any take-over bid, tender offer or exchange offer that, if consummated, would result in such Person or group of Persons beneficially owning 50% or more of the issued and outstanding Voting Shares; (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving Ballard or any of its subsidiaries whose assets or revenues, individually or in the aggregate, constitute 50% or more of the consolidated assets or revenues, as applicable, of Ballard and its subsidiaries, taken as a whole; or (d) a sale relating to 50% or more of Ballards consolidated assets (or a transaction involving Ballards material intellectual property having the same economic effect as a sale of such assets).

(b)                                 Superior Proposal means any bona fide written Acquisition Proposal from Weichai or its Affiliates that: (i) complies with Securities Laws; (ii) is reasonably capable of being completed without undue delay, taking into account all legal, financial, regulatory and other aspects of such proposal and the Person making such proposal; (iii) is not subject to any financing contingency and in respect of which it has been demonstrated to the satisfaction of the Board, acting in good faith (after receipt of advice from its financial advisers) that any required financing to complete such Acquisition Proposal is reasonably likely to be obtained; (iv) to the extent that such Acquisition Proposal involves the acquisition of outstanding Voting Shares, is made available to all Ballard shareholders, on the same terms and conditions; and (v) that the Board determines, in its good faith judgment, after receiving advice of its outside legal and financial advisors and after taking into account all the terms and conditions of the Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Acquisition Proposal, would, if consummated in accordance with its terms, but without assuming away the risk of non-completion, result in a transaction which is more favourable, from a financial point of view, to the Ballard shareholders than the applicable Third Party Offer.

Section 4.4                                   Standstill Covenant.

During the Standstill Period, subject to Section 4.2(2) and Section 4.3, neither Weichai nor its Affiliates shall in any manner, directly or indirectly, alone or jointly or in concert with any other Person (including by providing financing to any other Person), without the prior written consent of Ballard, effect, seek, offer or propose, or in any way assist, advise or encourage any other Person to effect, seek, offer or propose, by any means whatsoever, in each case whether publicly or otherwise:

(a)                                 any acquisition of any Voting Shares or rights or options to acquire any Voting Shares, if, following any such acquisition, Weichai would, in the aggregate, directly or indirectly beneficially own twenty percent (20%) or more of the Voting Shares or shares to which are attached twenty percent (20%) or more of the voting rights attaching to all voting shares of Ballard;

(b)                                 any take-over bid, merger, amalgamation, plan of arrangement, reorganization or other business combination involving Ballard or any of its Affiliates or any of their assets;

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(c)                                  any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to Ballard or any of its Affiliates or any of their assets;

(d)                                 any solicitation of any proxies or any other activity in order to vote, advise or influence any Person with respect to the voting of any Voting Shares;

(e)                                  form, join, or in any way participate in a group to attempt to influence the conduct of the holders of Voting Shares or take any other action to seek to control or influence the Board, management or policies of Ballard or to obtain representation on the Board (other than as provided in Section 2);

(f)                                   attempt to induce any Person not to make or conclude any proposal with respect to Ballard, by threatening or indicating that it may take any of the foregoing actions;

(g)                                  otherwise act, alone or in concert with others, to seek to control the management, directors or corporate policies of Ballard;

(h)                                 enter into any discussions or arrangements with respect to, or act as a financing source for, any of the foregoing actions;

(i)                                     make any public or private disclosure of any consideration, intention, plan or arrangement to do or take any of the foregoing actions; or

(j)                                    take any action which might require Ballard to make public disclosure regarding any of the foregoing.

Section 4.5                                   Exceptions.

(1)                                 The provisions of Section 4.1 and Section 4.4 shall not prohibit or restrict Weichai (and/or its Affiliate(s)) from:

(a)                                 exercising its rights under this Agreement;

(b)                                 exercising its right to vote the Voting Shares it holds in the manner it deems appropriate or to tender, exchange, deal with or in any other way participate as a shareholder in any transaction involving Ballard;

(c)                                  tendering its Voting Shares under a take-over bid for such class of Voting Shares, provided such take-over bid was not commenced in violation of the restrictions in Section 4.4(b);

(d)                                 proposing or commencing a take-over bid on a class of Voting Shares or another change of control transaction of Ballard or take any of the actions set out in Section 4.4 above if Ballard commences proceedings under the Bankruptcy and Insolvency Act or Companies Creditors Arrangement Act or any other similar legislation;

(e)                                  selling or transferring its Voting Shares to any of its wholly-owned subsidiaries, or by any wholly-owned subsidiary of Weichai to Weichai or to another wholly-owned subsidiary of Weichai, so long as Weichai causes such wholly-owned

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subsidiary to whom such Voting Shares are transferred to expressly agree in writing to be bound by the terms of this Agreement;

(f)                                   disposing of its Voting Shares by operation of a statutory amalgamation, statutory arrangement or other statutory procedure involving Ballard;

(g)                                  subject to compliance with applicable Securities Laws, acquiring Voting Shares on the market as not otherwise prohibited or restricted by this Agreement; or

(h)                                 granting a security interest over its Voting Shares in favour of (i) a bank or other financial institution that provides financing to Weichai or an Affiliate thereof, or (ii) a security trustee, facility agent or security agent on behalf of a bank or other financial institution that provides financing to Weichai or an Affiliate thereof, in each case as security for the indebtedness of Weichai or any of its Affiliates, pursuant to which actions to enforce any such security interest granted in connection with any such indebtedness may be taken by any secured parties following a default by Weichai (or any of its Affiliates, as applicable) or any event triggering enforcement under such indebtedness in accordance with its terms.

Section 4.6                                   Notice of Proposed Dispositions.

No less than five (5) Business Days before selling any Voting Shares or Convertible Securities representing more than 1% of Ballards then outstanding Voting Shares (after giving effect to the conversion of any such Convertible Securities proposed to be sold by Weichai), Weichai will provide Ballard with Notice of such proposed sale in order to provide Ballard an opportunity to introduce Weichai to potential purchasers of such securities (each a Potential Purchaser).  Ballard will make any such introductions within three (3) Business Days of receiving such Notice from Weichai.  Weichai will consider any proposal to acquire such securities received from any Potential Purchaser promptly following such introduction, but will be under no obligation to sell any Voting Shares or Convertible Securities to any Potential Purchaser.   Ballard shall receive no fees or other compensation for introducing any Potential Purchaser to Weichai. Notwithstanding the foregoing, this Section 4.6 shall not apply to any sale or transaction effected pursuant to Section 4.5(1)(c), Section 4.5(1)(d) or Section 4.5(1)(f).

ARTICLE 5
CERTAIN AGREEMENTS

Section 5.1                                   Reports

Ballard will maintain proper books of account and records in accordance with generally accepted accounting principles applied on a consistent basis. Ballard will to deliver to Weichai such information as reasonably requested by Weichai, and approved by the Board of Ballard, to comply with applicable Law, generally applicable accounting principles, the rules or regulations of any securities exchange, or Weichais internal management policies and rules.

ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF BALLARD

Ballard represents and warrants to Weichai as of the date of this Agreement as follows:

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Section 6.1                                   Corporate Status.

Ballard is duly incorporated and validly existing under the laws of its governing jurisdiction and (a) has all requisite corporate power and authority to carry on its business as it is now being conducted and (b) is duly qualified to do business in each of the jurisdictions in which the ownership, operation or leasing of its properties and assets or the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not materially impair Ballards ability to perform its obligations under this Agreement and other documents referred to in this Agreement to which Ballard is a party, or consummate the transactions contemplated hereby.

Section 6.2                                   Authorization.

Ballard has all the requisite corporate power and authority to enter into, and to perform its obligations under, this Agreement.  The execution and delivery of this Agreement by Ballard and the consummation by Ballard of the transactions contemplated hereby have been duly and validly authorized by the Board and no other corporate proceedings of Ballard, including approval of the shareholders of Ballard, are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.  This Agreement has been duly executed and delivered by Ballard, and (assuming due authorization, execution and delivery by Weichai) this Agreement constitutes a valid and binding obligation of Ballard, enforceable against Ballard in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 6.3                                   No Conflict.

The execution, delivery and performance of this Agreement by Ballard and the consummation by Ballard of the transactions contemplated hereby will not (a) violate any applicable law to which any of Ballard or its Affiliates are subject, (b) materially conflict with, result in a material violation or material breach of, or constitute a material default under, result in the acceleration of, create in any party the right to accelerate, terminate or cancel any material contract to which Ballard or its subsidiaries is a party or by which Ballard or its subsidiaries is bound or to which the assets of Ballard or its subsidiaries are subject, or (c) violate the constitutional documents of any of Ballard or its subsidiaries, other than, in the case of clauses (b) and (c) above, any such violations, defaults, conflicts, breaches, accelerations or rights that would not impair Ballards ability to perform its obligations under this Agreement and other documents referred to in this Agreement to which Ballard is a party, or consummate the transactions contemplated hereby.

Section 6.4                                   Disclaimer of Warranties.

Notwithstanding any provision of this Agreement to the contrary, Ballard makes no representations or warranties to Weichai or any other Person in connection with this Agreement, except as specifically set forth in this Article 6 and as set out in the Subscription Agreement.  All other representations and warranties, whether express or implied, are disclaimed by Ballard.

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ARTICLE 7
REPRESENTATIONS AND WARRANTIES OF WEICHAI

Weichai represents and warrants to Ballard as of the date of this Agreement as follows:

Section 7.1                                   Corporate Status.

Weichai is duly incorporated and validly existing under the laws of its governing jurisdiction and (a) has all requisite corporate power and authority to carry on its business as it is now being conducted and (b) is duly qualified to do business in each of the jurisdictions in which the ownership, operation or leasing of its properties and assets or the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not materially impair Weichais ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby.

Section 7.2                                   Authorization.

Weichai has all the requisite corporate power and authority to enter into, and to perform its obligations under, this Agreement.  The execution and delivery of this Agreement by Weichai and the consummation by Weichai of the transactions contemplated hereby have been duly and validly authorized by the appropriate corporate proceeding of Weichai and no other corporate proceedings of Weichai, including approval of the shareholders of Weichai, are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Weichai, and (assuming due authorization, execution and delivery by Ballard) this Agreement constitutes a valid and binding obligation of Weichai, enforceable against Weichai in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 7.3                                   No Conflict.

The execution, delivery and performance of this Agreement by Weichai and the consummation by Weichai of the transactions contemplated hereby will not (a) violate any applicable law to which any of Weichai or its Affiliates are subject, (b) materially conflict with, result in a material violation or material breach of, or constitute a material default under, result in the acceleration of, create in any party the right to accelerate, terminate or cancel any contract to which Weichai or its Affiliates is a party or by which Weichai or its Affiliates is bound or to which the assets of Weichai or its Affiliates are subject, or (c) violate the constitutional documents of any of Weichai or its Affiliates, other than, in the case of clauses (b) and (c) above, any such violations, defaults, conflicts, breaches, accelerations or rights that would not materially impair Weichais ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby.

Section 7.4                                   Disclaimer of Warranties.

Notwithstanding any provision of this Agreement to the contrary, Weichai makes no representations or warranties to Ballard or any other Person in connection with this

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Agreement, except as specifically set forth in this Article 7.  All other representations and warranties, whether express or implied, are disclaimed by Weichai.

ARTICLE 8
MISCELLANEOUS

Section 8.1                                   Interpretation.

(1)                                 Any reference in this Agreement to gender includes all genders.  Words importing the singular number include the plural and vice versa. The division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect this Agreements interpretation. In this Agreement (i) the words including, includes and include mean including (or includes or include) without limitation, (ii) the words the aggregate of, the total of, the sum of, or a phrase of similar meaning means the aggregate (or total or sum), without duplication, of.

(2)                                 All references in this Agreement and the Schedules to dollars, $or US$ are to the currency of United States of America, unless otherwise specifically indicated.

Section 8.2                                   Notices.

(1)                                 Any Notice must be in writing, sent by e-mail, mail, personal delivery, courier or facsimile and addressed as follows:

[contact information redacted]

(2)                                 A Notice is deemed to be given and received (i) if sent by mail, on the fifth (5th) Business Day following the date of mailing, if the date of mailing is a Business Day and the mailing was effected before 4:00 p.m. (local time in the place of mailing), (ii) if sent by e-mail, personal delivery or courier, on the date of delivery if it is a Business Day and the delivery was made before 4:00 p.m. (local time in the place of receipt) and otherwise on the next Business Day, or (iii) if sent by facsimile, on the Business Day following the date of confirmation of transmission by the originating facsimile.  A party may change its address for service from time to time by providing a Notice in accordance with the foregoing.  Any subsequent Notice must be sent to the party at its changed address.  Any element of a partys address that is not specifically changed in a Notice will be assumed not to be changed.  Sending a copy of a Notice to a partys legal counsel as contemplated above is for information purposes only and does not constitute delivery of the Notice to that party.  The failure to send a copy of a Notice to legal counsel does not invalidate delivery of that Notice to a party.  The party sending any Notice has the burden of proving delivery and receipt of any such Notice.

Section 8.3                                   Expenses.

Except as otherwise contemplated in this Agreement, each party will bear its own costs and expenses (including legal and accounting fees and travel expenses) incurred in connection with the preparation, execution, delivery and performance of this Agreement.

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Section 8.4                                   Further Assurances.

Each of the parties further covenants and agrees that it will execute such further agreements, assurances, papers and documents and perform or cause to be done and performed such further and other acts and things that may be necessary or desirable from time to time in order to give full effect to this Agreement and every part hereof.

Section 8.5                                   Announcements.

(1)                                 Ballard and Weichai will issue a press release with respect to this Agreement promptly following the execution of this Agreement, the text of such announcement to be in a form approved by each of Ballard and Weichai in advance, acting reasonably and without delay.

(2)                                 Ballard will be required pursuant to applicable Canadian Securities Laws to file this Agreement and a material change report respecting the transactions contemplated by this Agreement (a draft of which material change report to be provided to Weichai for its comments and confirmation (which shall not be unreasonably withhold, rejected or delayed) at least five (5) Business Day before filing) on the System for Electronic Document Analysis and Retrieval (SEDAR), and Ballard will be required pursuant to U.S. Securities Laws to file such documents on one or more Form 6-Ks with the SEC.

Section 8.6                                   Amendments.

This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by both parties.

Section 8.7                                   Waiver.

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar).  No waiver will be binding unless executed in writing by the party to be bound by the waiver.  A partys failure or delay in exercising any right under this Agreement will not operate as a waiver of that right.  A single or partial exercise of any right will not preclude a party from any other or further exercise of that right or the exercise of any other right it may have.

Section 8.8                                   Entire Agreement.

This Agreement together with the Subscription Agreement constitutes the entire agreement between the parties with respect to the transactions contemplated by it and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.  There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement.  The parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

Section 8.9                                   Successors and Assigns.

This Agreement becomes effective only when executed by Ballard and Weichai. After that time, it will be binding upon and ensure to the benefit of Ballard, Weichai and their respective successors and permitted assigns. Neither this Agreement nor any of the

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rights or obligations under this Agreement may be assigned or transferred, in whole or in part, by any party without the prior written consent of the other party, provided that Weichai may assign its rights and obligations hereunder to any Affiliate concurrently with transfer of its shares of Ballard to such Affiliate pursuant to Section 4.1(1).

Section 8.10                            Severability.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable, by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

Section 8.11                            Time of Essence.

Time is of the essence in this Agreement.

Section 8.12                            Governing Law.

This Agreement will be governed by, interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.  All disputes, controversies or differences which may arise between the parties out of or in relation to or in connection with this Agreement shall be finally settled by arbitration conducted with the Hong Kong International Arbitration Centre (the HKIAC) in accordance with the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The seat of arbitration shall be Hong Kong and the arbitral tribunal shall be composed of three (3) arbitrators. Each party shall appoint one (1) arbitrator, and the said two (2) arbitrators shall appoint a third arbitrator. The arbitration shall be conducted in English.

Section 8.13                            Execution By Electronic Means and Counterparts.

This Agreement may be executed in any number of counterparts (including counterparts by electronic means) and all such counterparts taken together will be deemed to constitute one and the same document.  If Weichai does not deliver a complete copy of this Agreement to Ballard, Ballard shall be entitled to assume that Weichai accepts and agrees with all of the terms and conditions of this Agreement on the pages not delivered at Closing Date unaltered.

[Signature Page Follows]

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above.

Signature Page

Exhibit D

Our Ref.: CA/0166/18

Weichai Power Hong Kong International Development Co., Limited

濰柴動力(香港)國際發展有限公司

Flat 07-08, 34/F.,

Gloucester Tower,

The Landmark,

15 Queens Road Central,

Hong Kong

Attn: Ms. Hu Yun Yun

Copy to:

潍柴动力股份有限公司

(Weichai Power Co., Ltd.)

中国山东省潍坊市高新技术产业开发区福寿东街197号甲

Attention:  李霞 (财务管理部 部长)

28 September 2018

Dear Sir/Madam

Banking Facilities

We are pleased to inform you that Australia and New Zealand Banking Group Limited, acting through its Hong Kong Branch (ANZ) is willing to make available to you the facility set out in Schedule 1 (separately or collectively, the Facility) subject to the terms set out in this agreement (this Facility Agreement), the standard terms and the applicable country terms (the Country Terms) relating to the Facility Agreement (the Standard Terms), each as appended to this Facility Agreement. The documents specified above shall together be referred to as the Facility Document.  The Facility Document and the Credit Support Documents shall together be referred to as the Finance Documents.  Terms defined in the Facility Document shall, unless contrary intention appears, have the same meaning in this Facility Agreement.

1.                                      THE OBLIGORS

each, together with each other provider of security or credit support to ANZ pursuant to a Credit Support Document, an Obligor and collectively the Obligors.

Weichai Power Hong Kong International Development Co., Limited

濰柴動力(香港)國際發展有限公司

Ref. No.: CA/0166/18

22/F, Three Exchange Square, 8 Connaught Place, Central, Hong Kong

Phone +852 3918 2000 | Fax +852 3918 7001 | anz.com/hongkong

Australia and New Zealand Banking Group Limited ABN 11 005 357 522

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2.                                      THE FACILITY

(a)                                 Type of Facility: The type of Facility being offered is set out in Schedule 1. Each drawing under a Facility shall be referred to as a Drawing.

(b)                                 Limit: At no time shall the aggregate Drawings exceed USD108,000,000 (the Total Limit).

(c)                                  Availability Period: The Facility is made available to you, subject to the other terms of the Facility Document, from and including the Acceptance Date to and including 2 months from the Acceptance Date (the Availability Period). Any commitment to make available Drawings up to the Total Limit shall be immediately cancelled at the end of the Availability Period.

(d)                                 Purpose: The Facility is made available to you for your general working capital and/or any other specific purpose as referred to in Schedule 1. ANZ is not bound to monitor or verify that the Facility is used for the purposes agreed between ANZ and the Borrower.

(e)                                  Fees: You must pay ANZ all fees, commission, charges and interest rates applicable to the Facility as specified in Schedule 1. Unless otherwise agreed in writing, please refer to the current ANZs prevailing rate or such rate as reasonably determined, and advised by ANZ from time to time, for details of all fees, commission, charges and interest rates which shall also be applicable to the Facility.

3.                                      AVAILABILITY OF FACILITY

(a)                                 The availability of the first Drawing under the Facility is subject to receipt by ANZ of all the documents and evidence listed in Part 1 of Schedule 2, each in form and substance satisfactory to ANZ.

(b)                                 The availability of each Drawing under the Facility is further subject to:

(i)                                     no Event of Default or any event or circumstance which would (with the expiry of a grace period, the giving of notice, the making of any determination under any Finance Document or any combination of any of the foregoing) be an Event of Default is continuing or would result from the requested Drawing; and

(ii)                                  each of the representations and warranties made by the Obligors set out in each of the Finance Documents to which that Obligor is party being true in all material respects.

(c)                                  All Drawings under the Facility shall be made on a Business Day in the Base Currency as requested by the relevant Borrower in an original drawdown request in the form agreed with ANZ. Each drawdown request must be duly completed and delivered to ANZ not later than 2 Business Days, before the proposed drawdown date (or such other period as agreed between ANZ and the Borrower). Such drawdown request shall be irrevocable and binding on the Borrower.

(d)                                 Final Maturity Date: Without prejudice to ANZs right under clause 6(b), the Facility shall be repaid in full on [commercially sensitive information redacted] (the Final Maturity Date).

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4.                                      SECURITY AND/OR CREDIT SUPPORT

(a)                                 Credit Support Document: The Facility and all amounts owing to ANZ are to be secured by: (i) a guarantee from the Guarantor in ANZs standard form (the Corporate Guarantee); and (ii) any other security or credit support that may be provided to ANZ from time to time .

(b)                                 Other Support Document: The Facility and all amounts owing to ANZ are further supported by a letter of comfort from the Guarantor, in form and substance acceptable to ANZ.

5.                                      PREPAYMENT AND CANCELLATION

If (a) a change in Control of any Obligor occurs; or (b) it is or will become unlawful in any applicable jurisdiction for ANZ to perform any of its obligations as contemplated by the Finance Documents or to fund or maintain its funding of any Drawing, (i) the Borrower shall promptly notify ANZ upon becoming aware of that event; (ii) ANZ shall not be obliged to fund any Drawing; (iii) ANZ may by notification to the Borrower cancel any or all of the amounts or commitment under any Facility and/or declare all amounts outstanding under any Facility (including accrued interest and other amounts accrued under the Finance Documents) immediately due and payable, whereupon such amounts will be cancelled and all such outstanding amounts will become immediately due and payable; and (iv) call for immediate cash cover in respect of any contingent liabilities assumed by ANZ pursuant to any Facility at which time it will immediately become due and payable on demand by ANZ.

6.                                      EVENTS OF DEFAULT

(a)                                 An Event of Default shall refer to any event or circumstances specified as such in Schedule 4 (each being an Event of Default).

(b)                                 Following the occurrence of any Event of Default and while such Event of Default is continuing ANZ may, by notice to any Borrower, do any one or more of the following:

(i)                                      terminate, cancel (in whole or in part), amend any Facility (including but not limited to reducing or suspending, in whole or in part, that Facility or any limit in relation to that Facility, changing the conditions such as in relation to pricing, maturity dates, review date, financial covenants, undertakings, any security requirements, Events of Default or Review Event (as defined below)) and/or the provisions of the Facility Document;

(ii)                                   declare all or any part of any Drawing, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents to be immediately due and payable, whereupon they shall become immediately due and payable;

(iii)                                declare all or any part of any Drawing to be payable on demand, whereupon they shall immediately become payable on demand by ANZ;

(iv)                               call for immediate cash cover in respect of any contingent liabilities assumed by ANZ pursuant to any Facility at which time it will immediately become due and payable on demand by ANZ; and/or

(v)                                  exercise any of its rights, remedies and powers under any Credit Support Document.

(c)                                  An Event of Default is continuing if it has not been remedied or waived.

7.                                      MISCELLANEOUS

(a)                                 The Standard Terms (including each schedule thereto) shall apply to and are incorporated into this Facility Agreement by reference as if set out in full, as supplemented, modified and varied by the provisions set out in Schedule 3.

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(b)                                 Unless specified otherwise, if there are any inconsistencies between the terms of the (a) the Country Terms; (b) this Facility Agreement; and (c) the Standard Terms (other than the Country Terms), the order of priority shall be (a) taking the most precedence and (c) the least.

(c)                                  This Facility Document shall be governed by and construed in accordance with the laws of Hong Kong and the parties irrevocably agree to submit to the exclusive jurisdiction of the courts of Hong Kong.

8.                                      REVIEW EVENT

If the [commercially sensitive information redacted] (the 2016 Facility Agreement) is fully prepaid (i) voluntarily by the Borrower pursuant to Clause.7.4 of the 2016 Facility Agreement or (i) mandatorily as a result of Change of Control (as defined under the 2016 Facility Agreement) pursuant to Clause. 7.2 of the 2016 Facility Agreement (each a Review Event), ANZ may give the Borrower a notice setting out the new conditions on which ANZ is prepared to continue the Facility.  If the Borrower does not accept the new conditions on which ANZ is prepared to continue the Facility within 10 Business Days of the date of that notice, ANZ may cancel the Facility and all amounts actually or contingently owing under the Facility shall become payable on demand by ANZ.

If you agree to the above, please acknowledge your agreement to be bound by and acceptance of the terms of the Facility Document by signing and returning this Facility Agreement indicating your acceptance of the terms and conditions of the Facility Document before the expiry date falling 60 days from the date of this Facility Agreement or such other day as agreed by ANZ in writing.

Yours faithfully

For and on behalf of

Australia and New Zealand Banking Group Limited, acting through its Hong Kong Branch

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Borrower

We agree to the terms and conditions of the Facility Document and acknowledge that we have received the Standard Terms and Country Terms and are bound by the terms and conditions thereof.

For and on behalf of

Weichai Power Hong Kong International Development Co., Limited

濰柴動力(香港)國際發展有限公司

Guarantor

We acknowledge that we have read and agree to the terms and conditions of the Facility Document and acknowledge that we have received the Standard Terms and Country Terms and are bound by the terms and conditions thereof.

For and on behalf of

Weichai Power Co., Ltd. 潍柴动力股份有限公司

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SCHEDULE 1

The Facility

1.              TERM LOAN FACILITY

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SCHEDULE 2

PART 1

CONDITIONS PRECEDENT

1.                                      Finance Document: Each Facility Document duly executed by all parties.

2.                                      Other Support Document: Each Other Support Document duly registered/perfected as appropriate under the relevant applicable laws.

3.                                      Constitutional Documents: A copy of the constitutional documents of each Obligor including without limitation:

(a)                                 in the case of each Obligor incorporated in Hong Kong:

(i)                                     its certificate of incorporation (and each certificate of change of name (if any)); and

(ii)                                  its current memorandum and articles of association;

(b)                                 in the case of each Obligor incorporated in the PRC, a certified true copy of the up-to-date constitutional documents of such Obligor, including all necessary approvals, certificates and licenses from government authorities or otherwise for the Facility contemplated under this Facility Agreement including:

(i)                                     its current articles of association (including any amendment and supplement thereto);

(ii)                                  its current and effective business license; and

(iii)          any other requisite approval/license/filing/permits required for specific industry/business it is currently conducting.

4.                                      Officers Certificate: A certificate of an/ a officer/director of the Borrower:

(a)                                 attaching true, complete and up-to-date copies of the corporate and constitutional documents relating to it; and

(b)                                 confirming that borrowing or guaranteeing the Facility would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded; and

(c)                                  certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of acceptance of this Facility Agreement.

5.                                      Authorisation: Certified true copy / extracts of board resolutions of each Obligor (and shareholders general meeting minutes / shareholders resolutions where appropriate) approving the terms of, and the transactions contemplated by, the Finance Documents together with the specimen signature of each person authorised under such resolutions.

6.                                      ODI Filling/Approval/Certificates: Copies of the Overseas Direct Investment (ODI) documents in respect of the setup of the Borrower and Ballard Investment, including the filling with the National Development and Reform Commission or its local counterparts and the approval by the Ministry of Commerce or its local counterparts and the ODI foreign exchange registration with the local office of the State Administration of Foreign Exchange (SAFE) or a PRC bank (as the case may be) in the PRC.

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7.                                      Accounts: The latest audited accounts of each Obligor.

8.                                      know your customer: Completion of all know-your-customer (or similar requirements) checks in form and substance satisfactory to ANZ including but not limited to account opening documentation and certified copies of identity cards or passports of the authorised signatories of each Obligor.

9.                                      Others: Any other authorisation, evidence or documents as may be required by ANZ.

PART 2

CONDITIONS SUBSEQUENT

1.                                      Credit Support Document: Each Credit Support Document duly executed by the relevant parties.  (the Conditions Subsequent 1)

2.                                      Legal opinion: On authority and capacity of the Guarantor in connection with the Finance Documents in form and substance satisfactory to ANZ. (the Conditions Subsequent 2)

3.                                      Credit Support Documents Registration: Evidence that the Nei Bao Wai Dai (内保外贷) under the relevant Credit Support Document has been registered with the local office of SAFE in the PRC in accordance with PRC law. (the Conditions Subsequent 3)

4.                                      SAFE Legal Opinion: A legal opinion in relation to the PRC law in connection with the due SAFE registration of the Nei Bao Wai Dai (内保外贷) under the Credit Support Document, in form and substance satisfactory to ANZ. (the Conditions Subsequent 4)

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SCHEDULE 3

ADDITIONAL REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

PART 1

REPRESENTATIONS AND WARRANTIES

N/A

UNDERTAKINGS

Each Obligor undertakes to ANZ during the Facility Period that:

1.                                      Accounts: The Borrower shall provide to ANZ its unconsolidated audited financial statements within 180 days of the end of its financial year and its unconsolidated unaudited financial statements within 90 days of the end of its financial half year, and any other financial information at such time as ANZ may reasonably request;

2.                                      Disposals: it shall not enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset unless it is: (i) made in the ordinary course of business of the disposing entity; (ii) on arms length terms of assets in exchange for other assets comparable or superior as to type, value and quality; (iii) of worn out or obsolete assets on arms length terms; (iv) to another Obligor; or (v) for an amount not exceeding EUR50,000,000(or its equivalent);

3.                                      No reorganisation: it shall not, without the written consent from ANZ, conduct any material investment activities, significantly increase financial indebtedness, nor enter into any amalgamation, merger, division, share transfer or any other similar arrangements;

4.                                      Mergers: it shall maintain its corporate existence and not enter into any amalgamation, demerger, merger or corporate reconstruction;

5.                                      No change in business: it shall not make any substantial change to the general nature of its business from that carried on at the Acceptance Date;

6.                                      Acquisitions: it shall not acquire any assets as a going concern, shares or business or make any other investment (including any investment in any joint-venture, partnership or company which is not an Obligor) for an amount exceeding [commercially sensitive information redacted] (or its equivalent);

7.                                      Insurance: Each Obligor shall maintain insurances in relation to its business and assets with reputable underwriters or insurance companies against those risks and to the extent usual for companies carrying on similar business;

8.                                      Ownership:

(i)                                    The Guarantor shall at all times own directly 100 per cent. of the voting capital or similar right of ownership of the Borrower and any changes to the ownership in the Borrower shall be notified in writing to ANZ; and

(ii)                                 The Borrower shall procure that the government of Shangdong province (山东省人民政府), PRC (directly or indirectly through Shangdong Provincial State-owned Assets and Administration Commission (山东省国有资产监督管理委员会) and Shandong Council for Social Security Fund (山东省社会保障基金理事会)) will at all times be the ultimate single largest beneficial shareholder of the Guarantor and have management control of the Guarantor, any changes to the ownership in the Guarantor shall be notified in writing to ANZ;

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9.                                      Credit Rating: The Guarantor shall at all times maintain international credit rating of BBB- or above by S&P or Fitch;

10.                               Listing Status: The Guarantor shall at all time maintain to be a listed company at the Shenzhen Stock Exchange (深圳证券交易所).

11.                               Waiver of Immunity: Each Obligor irrevocably waives any right to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its jurisdiction of incorporation in relation to any Facility Document;

12.                               SAFE Registration: The Guarantor shall conduct registration of the Nei Bao Wai Dai (内保外贷) under the Credit Support Document with the local office of SAFE within 15 Business Days upon execution of the Credit Support Document. The Guarantor shall also renew said Credit Support Document and complete local SAFE registration of the relevant changed items under the renewed/modified Credit Support Document at least one month before the expiry date of the existing guarantee or local SAFE registration, whichever is earlier.

13.                               SAFE: The Borrower undertakes that it shall not transfer any Drawing directly or indirectly back into the PRC by way of securities investments or any other way prohibited by relevant laws and/or regulations;

14.                               Conditions Subsequent:

The Borrower shall ensure that the documents and evidence set out in Part 2 of Schedule 2 of this Facility Agreement are delivered to ANZ in form and substance satisfactory to ANZ on or before the below timeframe:

(i) for Conditions Subsequent 1 and Conditions Subsequent 2, 4 months from the Acceptance Date or 31 January 2019, whichever is earlier; and

(i) for Conditions Subsequent 3 and Conditions Subsequent 4, 45 calender days from date of execution of the Corporate Guarantee or 15 March 2019, whichever is earlier,

unless extended by ANZ in its absolute discretion;

15.                               Compliance with laws and regulations: The Borrower undertakes that the Drawing will not be used for any purpose or in any way that may constitute a breach of any laws or regulations applicable to it;

16.                               Right of First Refusal: The Borrower hereby grants to ANZ a right of first refusal to refinance the Facility and/or to enter into (either through itself or its Affiliates) any forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value to be entered into by the Borrower or any of its Affiliates in respect of their respective liabilities under the Finance Documents, and shall not enter into any such transaction with any other party unless and until ANZ has failed within 10 Business Days after full disclosure of the relevant transaction has been provided to it to agree to enter into such transaction;

17.                               Go-to-market: No later than 3 months prior to the Final Maturity Date, the Borrower shall (if the Facility has not been refinanced in full by such date) take steps to arrange for the refinancing of Facility. The Borrower shall, by no later than 3 months prior to the Final Maturity Date, provide evidence in form and substance satisfactory to ANZ that the issuance of loan, bond, equity or other sources of repayments (including refinancing by ANZ) which, either singly or on an aggregate basis, will be sufficient to refinance the Facility in full has commenced and will be completed and funded before the Final Maturity Date;

18.                               Financial Covenants Tangible Net Worth: The Borrower shall ensure that the Tangible Net Worth shall not at any time be less than [commercially sensitive information redacted];

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19.                               Financial Covenants Total Debt / Tangible Net Worth: The Borrower shall ensure that the Total Debt to Tangible Net Worth ratio shall not at any time exceed 100%; and

20.                               Financial Covenants Consolidated Total Liabilities / Consolidated Total Assets: The Borrower shall ensure that the Consolidated Total Liabilities to Consolidated Total Assets ratio shall not at any time exceed [commercially sensitive information redacted].

For the purpose of this Facility Agreement,

Borrowings means, at any time, the outstanding principal, capital or nominal amount and any fixed or minimum premium payable on prepayment or redemption of any indebtedness for or in respect of Financial Indebtedness (other than in respect of paragraph (ix) of that definition for which the marked to market value shall be used) and any amount raised by the issue of redeemable shares which are redeemable before the Final Maturity Date;

Consolidated Total Assets means at any time Consolidaed Total Assets in the consolidated balance sheet as reported in the most recent consolidated financial statements of the Guarantor delivered to ANZ under this Facility Agreement.

Consolidated Total Liabilities means at any time Consolidated Total Liabilities in the consolidated balance sheet as reported in the most recent consolidated financial statements of the Guarantor delivered to ANZ under this Facility Agreement

Financial Indebtedness means any indebtedness for or in respect of: (i) moneys borrowed; (ii) any amount raised under any acceptance credit, bill acceptance or bill endorsement facility; (iii) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; (iv) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP/IFRS, be treated as a finance or capital lease; (v) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); (vi) any redeemable shares where the holder has the right, or the right in certain conditions, to require redemption; (vii) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; (viii) consideration for the acquisition of assets or services payable more than 90 days after acquisition; (ix) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value must be taken into account); (x) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank, financial institution or other entity; and (xi) (without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to above.

Fitch means Fitch Ratings Limited or any successor to its ratings business.

GAAP means generally accepted accounting principles, standards and practices in Hong Kong.

IFRS means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

S&P  means S&P Global Ratings, a division of S&P Global Inc. or any successor to its ratings business.

Tangible Net Worth means at any time the aggregate of the amounts paid up or credited as paid up on the issued ordinary share capital of the Guarantor and the amount standing to the credit of the reserves of the Guarantor, including any amount credited to the share premium account,

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but deducting:

(a)                                  any debit balance on the profit and loss account of the Guarantor;

(b)                                  (to the extent included) any amount shown in respect of goodwill or other intangible assets of the Guarantor;

(c)                                   (to the extent included) any provision for deferred taxation;

(d)                                   (to the extent included) any amounts arising from an upward revaluation of assets made at any time after December 2017; and

(e)                                    any amount in respect of any dividend or distribution declared, recommended or made by the Guarantor and to the extent such distribution is not provided for in the most recent financial statements,

and so that no amount shall be included or excluded more than once.

Total Debt means at any time the aggregate amount of all obligations of the Guarantor for or in respect of Borrowings and so that no amount shall be included or excluded more than once.

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PART 2

Amendments to the Standard Terms

The Standard Terms shall be amended as follows:

1.                                       Paragraph (b) under Clause 9 Undertakings will be deleted in its entirety and replaced by the following:

(b) it shall not, and shall procure that none of its Subsidiaries shall, create or permit to subsist any encumbrance over any of its present or future revenues, undertaking or assets except for encumbrances (i) existing at the date of the Facility Agreement and approved in writing by ANZ; (ii) created by operation of law and in the ordinary course of trading that will not, in the reasonable opinion of ANZ, materially affect any Obligors ability to perform its obligations under the Finance Documents; (iii) granted to ANZ; (iv) created by Canadian Ballard Power System and its Subsidiaries ; or (v) created with the prior written consent of ANZ;

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SCHEDULE 4

EVENTS OF DEFAULT

Each of the following is an Event of Default:

(a)                                 failure to pay: an Obligor fails to pay on time an amount that is due and payable by it under any Finance Document unless the non-payment is caused by technical or administrative error and payment is made in full within 2 Business Days of the due date;

(b)                                 financial covenants: an Obligor fails to comply with any financial covenant (if any) set out in Schedule 3;

(c)                                  failure to comply with obligations: an Obligor fails to comply with any obligation under any Finance Document and such failure, if capable of being remedied, is not remedied within 10 Business Days of the earlier of (i) that Obligor becoming aware of the failure to comply and (ii) ANZ giving notice to that Obligor;

(d)                                 statements false or misleading: a representation or statement made by an Obligor or on its behalf to ANZ or information given to ANZ (whenever it was made or given) under or in connection with the Finance Documents was false or misleading (whether by omission or otherwise) in any material respect when it was made or given;

(e)                                  conditions subsequent:  an Obligor fails to comply with any of the conditions subsequent as stipulated in Part 2 of Schedule 2 of this Facility Agreement within the required timeframe as set out under paragraph 14 of Part 1 (Undertakings) of Schedule 3 of this Faciliy Agreement;

(f)                                   cross-default: any of the following occurs in respect of any member of the Restricted Group: (i) any of its Financial Indebtedness is not paid when due (after the expiry of any originally applicable grace period); (ii) any of its Financial Indebtedness is declared to be or otherwise becomes due and payable before its specified maturity as a result of an event of default (however described); (iii) any commitment for any of its Financial Indebtedness is cancelled or suspended by any of its creditor, as a result of an event of default (however described); (iv) any of its creditors becomes entitled to declare any of its Financial Indebtedness due and payable before its specified maturity as a result of any event of default (however described); unless the aggregate amount of such Financial Indebtedness or commitment for Financial Indebtedness falling within any of the paragraph (i) to (iv) above is less than EUR50,000,000 (or its equivalent in any other currency or currencies); Restricted Group means, (a) the Borrower; (b) the Guarantor and (c) each Subsidiary of the Guarantor (other than KION Group AG and the Subsidiaries of KION Group AG) whose revenues or assets is or are equal to or greater than five per cent. of the consolidated revenues or consolidated total assets (as applicable) of the Guarantor as shown in the Guarantors most recent annual audited consolidated financial statements;

(g)                                  insolvency: (i) any Obligor (aa) is or is presumed or deemed to be unable or admits inability to pay its debts as they fall due, (bb) suspends making payments on any of its debts or (cc) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; (ii) the value of the assets of any Obligor is less than its liabilities (taking into account contingent and prospective liabilities); (iii) a moratorium is declared in respect of any indebtedness of any Obligor; or (iv) a court or other authority enforcing any judgement or order against any Obligor for the payment of money or the recovery of any property;

(h)                                 insolvency proceedings: Any corporate action, legal proceedings or other procedure or step is taken in relation to: (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, provisional supervision or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor; (ii) a composition or arrangement with any creditor of any Obligor, or an assignment for the benefit of creditors generally of any Obligor or a class of such creditors; (iii) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager, provisional supervisor or other similar officer in respect of any Obligor or any of its assets; or (iv) enforcement of any security interest over any assets of any Obligor, or any analogous procedure or step is

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taken in any jurisdiction. This provision shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement;

(i)                                     enforcement: any expropriation, attachment or sequestration affects any asset of an Obligor or distress is levied or a judgment, order or encumbrance having an aggregate value of USD50,000,000 is enforced, or becomes enforceable, against an Obligor or any of its property;

(j)                                    inability to perform or repudiation: it is or becomes unlawful for an Obligor to perform any of its material obligations under any Finance Document or an Obligor repudiates or evidences an intention to repudiate any Finance Document;

(k)                                 ceasing business: an Obligor stops carrying on all or a material part of its business; or

(l)                                     Material Adverse Effect: any event occurs that has or might reasonably be expected to have a Material Adverse Effect.

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ANZ - Standard Terms

1. Definitions and Construction

(a) In these Standard Terms:

Acceptance Date means the latest date on which alt parties have accepted the Facility Document as evidenced by their signatures on it.

Affiliate means, in relation to any person, a Subsidiary of that person or any holding company of that person or any other Subsidiary of any such holding company and any joint venture, partnership or similar arrangement in which it holds a direct or indirect interest.

AML/CTF Laws means each of (a) any anti-money laundering or Counter-terrorism Financing laws regulations Including any laws or regulation imposing know your customer or other identification checks or procedures that apply to ANZ in any jurisdiction in connection with the Finance Documents; and (b) economic or trade sanctions laws or regulations applying to any Obligor.

Authority means (a) and local or foreign regulatory, administrative, government or government department or other body; (b) any governmental, quasi-governmental, semi-governmental, intergovernmental, law enforcement, supranational or judicial person; and (c) a person (whether autonomous or not) charged with the administration of law or supervisory body, authority, court or tribunal and includes any self-regulatory organization whether or not established under statute or any stock exchange.

Control means where a person (or a group of persons acting in concert) owns beneficially, directly of indirectly, more than 50% of another persons issued voting share capital or a person (other than an authority) has the ability to direct or cause the direction of the management and policies of another person, whether through the ownership of share capital, voting power, by contract or otherwise.

Cost of Funds means the percentage rate per annum determined by ANZ as the cost of funding the relevant Facility from whatever source(s) it may reasonably select.

Costs means costs, charges, and expenses including those incurred in connection with advisers and any legal costs on a full indemnity basis.

Facility Period means the period during which any amount is outstanding under the Finance Documents or if any Facility subsists.

Group means the Borrower(s), the Guarantor(s) and third party security provider(s) (if any) and any of its/their Subsidiaries for the time being.

Increased Costs means (i) a reduction in the rate of return from the Facility or on ANZs (or its Affiliates) overall capital (including, without limitation, as a result of any reduction in the rate of return on capital brought about by more capital being required to be allocated by ANZ (or its Affiliate)); (ii) an additional or increased cost; or (iii) a reduction of any amount due and payable under the Finance Documents, in each case which is incurred or suffered by ANZ or any of its Affiliates in connection with the performance of its obligations under the Finance Documents.

LIBOR means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 of the Reuters screen as of 11am two Business Days before the first day of that period (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters, or if there is no equivalent interest period the interpolated rate of the next shortest term and the next longest term closest to the relevant Interest Period, for value as of 11am two Business Days before the first day of that period. If the rate ls less than zero, LIBOR shall be deemed to be zero.

Material Adverse Effect means a material adverse effect, in ANZs reasonable opinion, on (i) the business, operation, property, condition (financial or otherwise) or prospects of any Obligor or the Group (taken as a whole); (ii) the ability of an Obligor to perform its obligations under the Finance Documents; or (iii) the validity or enforceability of the whole or any material part of any Finance Document or any material rights or remedies of ANZ under any Finance Document.

Party means a party to the Facility Agreement,

Prime Rate means the interest rate, however it is called published by ANZ from time to time as the minimum rate of interest for the relevant currency at which it will lend money. If that rate is less than zero,. PRIME RATE shall be deemed to be zero.

Subsidiary means, in relation to any company or corporation, a company or corporation:

(i) which is controlled, directly or indirectly, by the first mentioned company or corporation;

(ii) more than half the issued equity share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or

(iii) which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of Its board of directors or equivalent body.

(b) Terms defined in the Facility Agreement and Country Terms shall have the same meaning in these Standard Terms.

(c) Any determination made by ANZ shall be conclusive on all parties unless proved otherwise. ANZ must act reasonably in determining any matter or exercising any discretion or contractual right or power, under or in connection with this Facility Agreement.

(d) Unless a contrary indication appears a reference to:

(i) a person or entity includes any individual, firm, company, corporation, government, state or agency or a state or any association, trust, joint venture, consortium or partnership or other entity (whether or not having separate legal personality) or two or more of them and any reference to a particular person or entity (as so defined) includes its successors in title, permitted assigns and permitted transferees;

(ii) regulation includes any regulation, rule, official directive, request, statement, decision or guideline (whether or not having the force of law) as amended and replaced of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other Authority or organization;

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(iii) words and expressions importing the masculine gender include the feminine and neuter genders. Words and expressions in the singular include the plural and words and expressions in the plural include the singular;

(iv) law includes legislation (including regulations) as amended and replaced, statements or decisions of any Authority and principles of equity;

(v) any document refers to that document as amended, varied, supplemented, restated or replaced from time to time;

(vi) any Obligor or any Party shall be construed so as to include its successors in title, permitted assigns and permitted transferees; and

(vii) a provision of the Facility Agreement must not be construed to the disadvantage of a Party merely because that Party prepared the Facility Agreement or any part of it.

(e) Unless specified otherwise by ANZ, a Borrower providing cash cover for any contingent liabilities assumed by ANZ pursuant to any Facility means a Borrower paying ANZ a sum up to or equal to the relevant contingent liability (as determined by ANZ), which sum shall be held by ANZ in an account in ANZs name,

2. The Facility

Each Facility is made available in the currency specified in the Facility Agreement (the Base Currency). If requested by the Borrower(s), ANZ may in its sole and absolute discretion, make any individual Facility available in other freely available currency (each an Alternative Currency).

To account for any currency fluctuations, if at any time ANZ determines that the Base Currency amount of the Drawings exceeds any Total Unit or Sub Limit (the Relevant Limit), the Borrower must within 2 Business Days of a request from ANZ either (a) repay or provide cash cover (in form and substance satisfactory to ANZ) for so much of the outstanding Drawings as is necessary to ensure that after doing so, the Base Currency of the outstanding Drawings is less than or equal to the Relevant Limit; or (b) provide additional security acceptable to ANZ that ANZ may require.

ANZ has the right at any time to convert an amount or obligation under the Facility from one currency to another using ANZs standard procedures for currency conversion in effect at that time.

If, at any time, a Base Currency or an Alternative Currency ceases to exist as a lawful or official currency or, in ANZs opinion, is reasonably likely to cease to exist as a lawful or official currency, all references in the Finance Documents to, and all obligations under the Finance Documents In, the Base Currency or the Alternative Currency (as applicable) will be converted into the lawful or official currency of the jurisdiction of the facility office of ANZ.

lf a European Union member state withdraws from the Economic and Monetary Union but the Euro continues to exist as the lawful or official currency of other European Union member states, then any reference in a Finance Document to, and any obligation under a Finance Document in, the Euro shall continue to be denominated in the Euro (even if an Obligor is incorporated or performs any obligations in the withdrawing member state).

3. Interest

The Borrower(s) shall pay interest on each Drawing at a rate specified in the Facility Agreement for each Interest Period. Any Interest accruing under the Facility Document shall accrue from day to day and is calculated on the basis of actual number of days elapsed and a year of 360 or 365 days (depending on the relevant currency), as reasonably determined by ANZ.

The Interest periods (if applicable in respect of a Facility) is specified in the Facility Agreement (each an Interest Period) and shall be selected by the relevant Borrower in a drawdown request or selection notice (as applicable) and agreed to by ANZ. If a Borrower fails to select an Interest Period, the relevant Interest Period shall be one Month or such period as ANZ may determine. An Interest Period shall not extend beyond the maximum tenor of that Facility. Accrued Interest in respect of any Drawing shall be payable on the relevant date as set out in the Facility Agreement.

ANZ may consolidate outstanding Interest Periods in respect of different Drawings under the same Facility to ensure that these Drawings have the same repayment date.

In relation to any benchmark rate, if (i) no such rate is displayed or published in accordance with the applicable methodology for determining such rate as set out the relevant definitions for that rate or (ii) a market disruption event occurs or any market circumstances prevail such that ANZ determines that the Cost of Funds would be in excess of the rate displayed or if the methodology for determining the benchmark rate ceases to be commonly accepted industry practice, the applicable rate shall be that as reasonably specified by ANZ.

4. Repayment, Prepayment and Cancellation

Unless otherwise specified in the Facility Agreement, each Borrower must repay in full each Drawing (a) under a Revolving Credit Facility and each funded Drawing on the earlier of (i) the last day of the current Interest Period for that Drawing and (ii) the last day of the tenor of that Facility, (b) under a Term Loan Facility, on the last day of the tenor of that Facility: and (c) under an Overdraft Facility, on demand.

In the case of a Revolving Credit Facility and a Trade Finance Loan Facility (if applicable), the Borrower may request that a maturing Drawing be refinanced by a new Drawing under the same Facility provided that the maturing Drawing and the new Drawing shall be made by the same Borrower, in the same currency and the new Drawing shall be in an amount equal to or less than the maturing Drawing. Where the new Drawing is less than the maturing Drawing the Borrower shall, on the last day of the Interest Period for the maturing Drawing, repay the amount of the maturing Drawing not being refinanced by the new Drawing.

The Borrower may cancel or prepay the Facility (whether in whole or in part) in writing to ANZ at least 7 days prior to the intended date of cancellation or prepayment. Any notice of cancellation or prepayment shall be irrevocable and shall specify the date upon which the relevant cancellation or prepayment is to be made, and upon such date the Borrower must effect the prepayment and/or the amount under the relevant Facility shall be cancelled.

Any prepayment in respect of a Facility shall be made together with accrued interest on the amount prepaid and any applicable costs and expenses incurred or arising as a result of such prepayment (as determined and notified by ANZ). Subject to break funding costs and any prepayment fee agreed between the parties, such prepayment shall be without premium or penalty.

Any part of any Facility (other than a Term Loan Facility) which is prepaid or repaid may be reborrowed. No part of any Facility cancelled under the Facility Agreement may be subsequently reinstated.

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If a payment date is not a Business Day, the relevant payment obligation shall be due on the next occurring Business Day (unless this would cause the payment to be received in the next calendar month, in which case the relevant payment is due on the preceding Business Day).

Unless otherwise specified in the Facility Agreement, no Borrower may reborrow any part of a Term Loan Facility which is prepaid or repaid.

5. Authorisation to debit

(a) Each Borrower irrevocably authorises ANZ to debit from any of its accounts any amount due and payable to ANZ under any Finance Document, in accordance with clauses 5(b) to 5(e).

(b) ANZ may debit any fees, interest or scheduled principal repayments that are not paid when due from any of the Borrowers accounts.

(c) ANZ may:

(i) pursuant to any agreement between an Obligor and ANZ; or

(ii) otherwise immediately following a demand or provision of a default notice,

debit from any of an Obligors accounts any amounts subject to that agreement, demand or notice.

(d) ANZ does not have to debit any Obligor account and may require the Obligor to pay the relevant amount to it.

(e) If ANZ debits en Obligors account ANZ will notify the Obligor that it has done this.

6. Default Interest

If any Obligor fails to pay any amount payable by it under a Finance Document on its due date, default interest at a rate per annum (as set out in the relevant Country Terms) above the applicable interest rate or fees for the relevant Facility shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment). The period for which an overdue amount remains unpaid may be divided into separate periods which ANZ may select (acting reasonably) and, if unpaid at the end of each such period, the relevant interest shall be capitalized (so as to become principal) and itself bear interest in accordance with this provision. Any default interest is immediately payable on demand.

7. Payments

All payments to be made under the Finance Documents shall be paid (a) in immediately available, freely transferable funds to such account(s) with such bank(s) and in the Base Currency or such other currency as agreed between ANZ and the Obligor(s); (b) exclusive of any tax (direct or indirect) or similar charges; (c) without any set-off or counter-claim and free and dear of any duties withholding or deduction (including, but not limited to, in respect of tax) except as required by law. If any deduction (including, but not limited to, in respect of tax) is required to be made, the amount of payment due shall be increased to an amount which, after making such deduction, leaves an amount equal to the payment which would have been due if no deduction had been required. The Obligor(s) shall provide ANZ with such evidence as ANZ may require (including certified copies of all relevant receipts) that such deduction or payment has been made to the relevant Authority.

Unless otherwise agreed between the Borrower(s) and ANZ, all interest, commission and fees payable are non-refundable and exclusive of any tax or similar charges.

ANZ will apply moneys received under a Finance Document against the payment obligation for which the payment was made unless: (a) ANZ is not able to determine the payment obligation for which the payment was received; or (b) (if applicable) an event of default (howsoever described) is subsisting; or (c) (if applicable) a review event (however described) under a Finance Document has Occurred: in which case ANZ may apply moneys received in any manner ANZ reasonably chooses.

8. Representations and Warranties

Each Obligor represents and warrants to ANZ on each day during the Facility Period that:

(a) it is duly incorporated, constituted, registered and validly existing under the laws of its jurisdiction of incorporation and its obligations under the Finance Documents are legal, valid, binding arid enforceable obligations;

(b) it has the power to enter into, perform and deliver, and has taken all necessary action (including but not limited to obtaining and effecting all authorisations, consents, approvals, or licenses required) to authorise its entry into, performance and delivery of the Finance Documents and the transactions contemplated by the Finance Documents and such entry, performance and delivery do not and will not materially conflict with (i) its constitutional documents; (ii) any agreement or instrument binding upon it or any of its assets; or (iii) any law or regulation applicable to it;

(c) no breach of the terms of any Finance Document has occurred and is continuing, no breach of the terms of any Finance Document is reasonably expected to result from the making of any Drawing and no event or circumstance is outstanding which has or might reasonably be expected to have a Material Adverse Effect;

(d) it has provided to ANZ with all information which may affect ANZs decision to enter into the transactions contemplated in the Finance Documents, and all information disclosed to ANZ (financial or otherwise) relating to it and all other relevant parties is true, complete and accurate in all material respects as at the date it was given and Is not misleading in any respect;

(e) neither it nor any of its assets is entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (including suit, attachment prior to judgment, execution or other enforcement); and

(f) to the best of its knowledge and belief, no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have been started or threatened against it.

9. Undertakings

Each Obligor undertakes during the Facility period that:

(a) it shall obtain and maintain in full force and effect any authorization, consent, approval, filing, registration or license required to enable it to perform its obligations under the Finance Documents and to ensure the legality , validity, enforceability or admissibility in evidence in its jurisdiction of incorporation or the Finance Documents;

(b) it shall not, and shall procure that none of its Subsidiaries shall, create or permit to subsist any encumbrance over any of its present or future revenues, undertaking or assets except for encumbrances (i) existing at the date of the Facility Agreement and approved in writing by ANZ; (ii) created by operation of law and in the ordinary course of trading that will not, in the reasonable opinion of ANZ, materially affect any Obligors ability to perform its obligations under the Finance Documents;

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(iii) granted to ANZ; or (iv) created with the prior written consent of ANZ;

(c) its payment obligations under the Finance Documents shall at all times rank at least equally and ratably with all its other unsecured and unsubordinated indebtedness except for obligations mandatorily preferred by law;

(d) it shall comply (i) in all respects with all applicable laws in connection with the performance of its obligations under the Finance Documents, and (ii) with all laws to which it may be subject, if failure so to comply has of is reasonably likely to have a Material Adverse Effect;

(e) it shall promptly notify ANZ in writing of; (i) any representation or warranty given by it in connection with the Facility, which has or will become incorrect or misleading (including by omission) in any material respect; (ii) any potential or actual breach of terms by it under the Finance Documents and event or circumstance which constitutes a default under any other agreement binding upon it (and , in each case, the steps, if any, being taken to remedy it); (iii) any litigation, arbitration or administrative proceedings started or threatened against it which, if adversely determined, might reasonably be expected to have a Material Adverse Effect and/or (iv) any change, whether direct or indirect, in its shareholding or ownership that may affect the general nature of its business or the business of the Group, no later than 30 days prior to that change;

(f) it shall promptly execute all documents and do all things that ANZ may reasonably specify in connection with the Finance Documents including (without limitation) the perfection of security and/or the facilitation of any dealings by ANZ pursuant to powers given to it under the Finance Documents; and

(g) it shall provide ANZ with such forms, documentation and other information relating to its status as ANZ reasonably requests for the purposes of ANZs compliance with any law, regulation, or arrangement with any local or foreign regulatory, administrative, government, quasi-government, law enforcement or supervisory authority, court or tribunal or exchange of information regime.

10. Anti-Money Laundering and other Laws

Notwithstanding any other provision in the Finance Documents to the contrary, ANZ is not obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any AML/CTF Laws applicable to ANZ. Each Obligor shall comply all applicable AML/CTF Laws.

Each Obligor must provide to ANZ al information and documents that are within its possession, custody or control reasonably required by ANZ in order for ANZ to comply with any AML/CTF Laws applicable to ANZ.

Each Obligor agrees to exercise its rights and perform its obligations under the Finance Documents in accordance with all applicable AML/CTF Laws.

Each Obligor declares it is acting on its own behalf and not in a trustee capacity, unless otherwise disclosed to ANZ.

11. Increased Costs

Each Borrower shall on demand pay to ANZ the amount of any Increased Costs Incurred by ANZ or any of its Affiliates as a result of (a) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or (b) compliance with any law or regulation made after the date of the Facility Agreement, such law and regulation shall include, without limitation, any law or regulation concerning taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits, special deposits or prudential limits.

12. Costs and Expenses

Each Borrower shall promptly on demand pay to ANZ the amount of all costs and expenses (legal, professional or otherwise) reasonably incurred by ANZ in connection with (a) the negotiation, preparation, printing and execution of the Finance Documents or any documents executed pursuant to any Facility; (b) responding to, evaluating, negotiating or complying with any request from any Obligor for any amendment, waiver or consent in connection with any Facility; (c) the enforcement or preservation of any of ANZs rights under the Finance Documents; and (d) an enquiry, notice or order by any Authority, court, tribunal or administrative body (including a subpoena or court order) involving any Obligor or any of its officers.

13. Indemnities

Each Obligor shall promptly on demand indemnify ANZ and make good any loss or liability (other than any loss or liability arising from ANZs own willful misconduct or gross negligence) arising directly from, and any reasonable Costs arising in connection with: (a) preparing, negotiating and executing each Finance Document; (b) considering or giving any consents, waivers, amendments, discharges, discharges or releases under any Finance Document; (c) a Borrower falling to make a utilization on the date and in the currency requested by it; (d) a default or a representation, warranty or statement made, or taken to be made, by or on behalf of an Obligor in a Finance Document being incorrect or misleading (including by omission) when made or taken to be made; (e) exercising, enforcing or preserving rights, powers or remedies in connection with an Finance Document; (f) doing anything in connection with a subpoena, notice, order or enquiry by any Authority involving an Obligor, its business or assets, a Finance Document, or anything in connection with them; (g) stamp duty, registration and other similar taxes or fees paid or payable in connection with a Finance Document, or a payment or receipt of any other transaction contemplated by a Finance Document, including any fines or penalties in connection with these amounts(except that an Obligor does not need to indemnify ANZ for a fine or penalty to the extent that it has given ANZ all necessary documents and sufficient cleared funds in sufficient time to enable ANZ to pay those amounts by their due date); (h) ANZ reasonably relying on an electronic communication or any communication given in accordance with clause 25 that it reasonably believes to have been sent by an Obligor; (i) any payment (including payment of interest) or prepayment being made other than as expressly permitted in any Finance Document or a payment being received in a currency other than the currency of the relevant Facility or the currency in which it is required to be paid under a Finance Document; (j) any loss incurred in liquidating, obtaining or reestablishing any swap, hedge or related trading positions or closing out of any foreign exchange or interest rate contract (whether with a sub division or Affiliate of ANX or a third party) as a result of any prepayment of any loan or advance prior to its stated maturity (whether such prepayment is on demand by ANZ or otherwise); (k) any shortfall arising from converting any payment to ANZ on the date of such payment to the extent that the converted amount falls short of the amount unpaid under the Facility; (l) all claims made against ANZ in connection with ANZ; (i) performing its obligations under; or (ii) exercising, enforcing, or preserving rights, powers or remedies in connection with, a Finance Document or transactions contemplated by it (or, in each case, not doing any of those things); and (m) an Obligors failure to made any required withholding, deduction or payment to any Authority.

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14. Third party or Market Failure

ANZ shall not be responsible for any loss (including loss of profit), liability or cost which any Obligor may incur in connection with; (a) any error, delay, breakdown or failure of any equipment, communication facilities, computer hardware or software or any other event or matter whatsoever that is beyond ANZs reasonable control; or (b) any action, omission or other thing by or on account of any third party (including any governmental, regulatory, fiscal or other Authority or agency).

15. Disclosure of Information

Each Obligor agrees that ANZ or any of the ANZ Group Members (as defined below) may disclose any information relating to it, any Finance Document or any transactions under or related to any Finance Document as it may consider appropriate to (a) its head office, branches, subsidiaries, associated or Affiliated entities (ANZ Group Members); (b) any person (including without limitation any law enforcement entity, prudential supervisory body, regulatory agency, court or tribunal) to whom information is required to be disclosed by (1) any applicable law or regulation or (2) any direction, request or requirement (whether or not having the force of law) of any competent government or other Authority in any country; (c) its auditors or any professional advisors of ANZ or any ANZ Group Members who are under a duty of confidentiality to keep such information confidential; (d) any agents or third party service providers of ANZ or any ANZ Group Member who are under a duty of confidentiality to keep such information confidential; (e) any third party provider of security or other credit support (if any); (f) any credit reference agency, rating agency, insurer or insurance broker, or (g) any person to whom ANZ may enter into any transfer, assignment, participation or other agreement in connection with the Facility .

16. Set-off

ANZ may, without prior notice, set off any present and/or future obligations and liabilities (whether actual or contingent) of any Obligor to ANZ under the Finance Documents against any obligation owed by ANZ to such Borrower, whether such obligation is matured or not matured and whether actual or contingent, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, ANZ may convert either obligation into another currency using ANZs standard procedures for currency conversion in effect at that time.

The relevant Borrower shall be liable for any shortfall if the converted currency is less than the outstanding liability. If any obligations and liabilities owed by a Borrower to ANZ are unliquidated or unascertained, ANZ may set off an amount estimated by in good faith to be the amount of that obligation.

ANZ may, at any time and without notice, retain such sum at it thinks fit in any account which a Borrower maintains with ANZ pending settlement of any amount payable or contingently payable by that Borrower to ANZ.

17. Joint and Several Obligations

If there is more than one Borrower: (a) all obligations of the Borrowers under the Finance Documents are joint and several; (b) each Borrower is liable for all obligations of any other Borrower outstanding under the Finance Documents regardless of any limitation imposed upon that Borrower in utillsing a Facility; (c) no Borrower may be indemnified by any other Borrower or receive any payment or collateral from any other Borrower in respect of their respective obligations under the Finance Documents; (d) no Borrower may claim any contribution from any other Borrower for any payment made under the Finance Documents by reason of being jointly and severally liable for the obligations of that Borrower; (e) no Borrower may make or enforce any claim or right against any other Borrower or prove in competition with ANZ, whether in respect of any payment under the Finance Documents or otherwise; (f) no Borrower will claim, or have the benefit of, any set-off, counterclaim or proof against, or dividend, composition or payment by, any other Borrower or their estate; and (g) no Borrower will take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of ANZ in respect of any security taken pursuant to, or in connection with, the Finance Documents.

18. Certificates and Determinations

(a) Any certification or statement in writing by ANZ of a rate or amount under the Finance Documents is determinative of the matters to which it relates, unless provided otherwise.

(b) Each party must act reasonably in determining any matter or exercising any discretion or contractual right or power, under or in connection with any Finance Document.

19. Application of Moneys

If any sum paid or recovered pursuant to the Finance Documents is less than the amount due, ANZ may apply such sum to principal, interest, fees or any other amount due under the Finance Documents and in such proportion, order and manner as ANZ may determine and such order will override any appropriation made by an Obilgor.

20. Partial Invalidity

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceabillty of such provisions under the law of any other jurisdiction will in any way be affected or impaired.

21. Remedies and Waivers

No failure to exercise, nor any delay in exercising, on the part of ANZ, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in the Finance Documents are cumulative and not exclusive of any rights or remedies provided by law.

22. Assignment and Transfers

Subject to the terms of the Facility Agreement, ANZ may transfer, grant security over or declare a trust over any of its rights under the Finance Documents by written notice to the relevant Obligors. No Obligor may assign, transfer, grant security over or declare a trust over any of its rights arising under any Finance Document without the prior written consent of ANZ.

23. Counterparts

Any Finance Document may be executed in any number of counterparts, which has the same effect as if the signatures on the counterparts were on a single copy of that Finance Document.

24. Entire Agreement

The Facility Document sets out the entire agreement between the parties and supersede any prior oral and/or written understandings or arrangements relating to the Facility.

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25. Notices

Any communication to the made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by (a) fax; (b) letter; or (c) (if agreed between the Obligor(s) and ANZ) by electronic mail, in each case to the relevant fax number, name and address or electronic mall address set out in the signature block of each Party. A Party may notify the other of any change in such notice details with 5 Business Days prior written notice. Any communication or document made or delivered under or in connection with the Finance Documents will be effective (a) if by way of fax or electronic mall, only when received by the recipient Party in legible form; or (b) if by way of letter, only when it has been left at the relevant address or 5 Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address.

Each Party acknowledges that electronic means of communication may not be secure or virus or error free and could be intercepted, corrupted, lost, destroyed or arrive late, and none of the Obligors, ANZ or their Affiliates will be liable to any other Party for any of such occurrences, unless directly caused by such persons own gross negligence or willful misconduct and the Parties acknowledge that such Affiliates may rely on this paragraph.

Any communication or document to be made or delivered to ANZ will be effective only when actually received by ANZ and then only if it is expressly marked for the attention of the department or officer as ANZ may notify the Borrower(s) from time to time. Any communication or document made or delivered to the Borrower(s) will be deemed to have been made or delivered to the other Obligor(s), if any.

Any notice given under or in connection with the Finance Documents must be in English or, if not in English, accompanied by a certified English translation as ANZ may request, in which case the English translation will prevail unless agreed otherwise by ANZ.

Country Terms - Hong Kong

1. In the Facility Agreement:

Business day means a day (other than a statutory or public holiday, a Saturday or Sunday) on which banks are open for general banking business in Hong Kong and, in relation to any date for payment or purchase of funds, in the principal financial centre for the currency of those funds or the location in which the products are provided.

HIBOR means, in relation to any Interest Period, the rate displayed at or around 11:00 am (Hong Kong time) on Reuters monitor screen HIBOR page (or any replacement Reuters  page, or the appropriate page of such other information service which publishes that rate from time to time in place of Reuters) for the relevant currency and a term equivalent to the relevant Interest Period, or if there is no equivalent term the interpolated rate of the next shortest term and the next longest term closest to the relevant Interest Period; for value on the first day of that period. If any such rate is below zero, HIBOR will be deemed to be zero.

Hong Kong means the Hong Kong Special Administrative Region of the Peoples Republic of China.

2. PERSONAL DATA

Each Obligor agrees that ANZs applicable data policies and its other communications concerning data issued, varied and/or amended from time to time shall apply to all information provided by each Obligor. ANZs Data Policy Notice is deemed to be incorporated by reference in this clause and forms a part of these Country Terms. Coples of the Data Policy Notice and ANZs Opt Out Form are available on request, at branches and from the website (http://www.anz.com/hongkong). Each Obligor agrees that all of its information now provided or which ANZ obtains from other sources or from each Obligors relationship with ANZ will be subject to ANZs Date Policy Notice and/or other communications (as may be varied from time to time).

3. THIRD PARTY RIGHTS

Unless otherwise specified in the Finance Documents a person who is not a party to the Finance Documents has no right to enforce any benefit under it. The Parties do not require the consent of any third person to amend or terminate a Finance Document.

4. DEFAULT INTEREST

The default Interest rate set out in the Standard Terms shall be 4%.

5. JURISDICTION

Notwithstanding the terms set out in the Facility Agreement, the Borrower agrees that any dispute, controversy, difference or claim arising out of or relating to the Facility Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it may, at the sole discretion and election of ANZ, be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The law of this clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three and the arbitration proceedings shall be conducted in English.

6. PREVAILING VERSION

The Chinese version of any Finance Documents (if any) are provided for reference only and, in the event of any discrepancy or inconsistency between the English and the Chinese versions, the English version shall prevail to the extent of such discrepancy or inconsistency.

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Exhibit E