Item 1 Comment:
This Amendment No. 3 amends the statement on the Schedule 13D originally filed by the Reporting Persons on November 23, 2018 (as amended to date, the "Schedule 13D"). Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged. This Amendment No. 3 is being filed by the Reporting Persons to report additional open market sales by Weichai Hong Kong through a broker of an aggregate of 3,897,000 Common Shares of the Issuer pursuant to Rule 144 ("Rule 144") under the Securities Act of 1933, as amended, which resulted in a decrease of over one percent (1%) in the aggregate percentage beneficial ownership of the Reporting Persons, as previously reported in the Schedule 13D. |
| (a) | (a) Item 5(a) of the Schedule 13D is hereby amended in its entirety as follows:
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:
Number of Shares
Power to Vote Power to Dispose
No of Securities Percent
Reporting Person Beneficially Owned Sole Shared(1) Sole Shared(1) of Class(2)
Weichai Hong Kong 31,102,826 0 31,102,826 0 31,102,826 10.32%
Weichai Power 31,102,826 0 31,102,826 0 31,102,826 10.32%
SHIG 31,102,826 0 31,102,826 0 31,102,826 10.32%
Total(3) 31,102,826 0 31,102,826 0 31,102,826 10.32%
(all Reporting Persons)
1. Weichai Hong Kong is the direct and record owner of 31,102,826 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 Kong's 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 Power's board of directors.
2. The percentage of class of securities is calculated by dividing the number of Common Shares beneficially owned by the Reporting Persons by a total of 301,475,849 issued and outstanding Common Shares of the Issuer, as reported on the Issuer's First Quarter 2026 Interim Financial Statements, attached as Exhibit 99.1 to the Form 6-K filed by the Issuer with the SEC on May 5, 2026.
3. The Reporting Persons disclaim membership in a group. |
| (c) | Item 5(c) of the Schedule 13D is hereby amended in its entirety as follows:
(c) During the past sixty days, Weichai Hong Kong sold an aggregate of 15,028,886 Common Shares in open market transactions as follows:
Date Number of Common Shares Sold Price per Common Share
5/8/2026 2,111,111 $4.2742
5/11/2026 2,399,353 $4.1767
5/12/2026 2,368,422 $4.2167
5/13/2026 3,330,000 $4.1725
5/14/2026 923,000 $4.1198
5/15/2026 3,897,000 $4.0688 |