8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   April 18, 2019

 HIGHPOWER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34098	20-4062622
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Building A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang, Shenzhen, Guangdong, 518111, China

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code   (86) 755-89686238

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 8.01 Other Events.

As previously reported, on June 2, 2018, Highpower International, Inc. (the “Company”) announced the receipt of a non-binding proposal (the “Original Proposal”) from Mr. Dang Yu (George) Pan, Chairman of the Board and Chief Executive Officer and stockholder of the Company, to acquire certain outstanding shares of the common stock of the Company, at a cash purchase price of $4.80 per share.. On June 25, 2018, the Board of Directors of the Company formed a Special Committee (the “Special Committee”) to consider the Original Proposal. On March 13, 2019, the Company was notified that Mr. Pan, Wen Liang Li, a director and stockholder of the Company, and Wen Wei Ma, a stockholder of the Company, and Essence International Financial Holdings (Hong Kong) Limited (collectively, the “Consortium”) entered into a Consortium Agreement (the “Consortium Agreement”) to work together on the proposed transaction to acquire the Company pursuant to the terms of the Original Proposal. The Original Proposal and the Consortium Agreement were each previously reported by the Company on a Form 8-K filed with the Securities and Exchange Commission on June 4, 2018, and March 14, 2019, respectively.

On April 18, 2019, the Special Committee received a letter (the “Letter Amendment”) confirming that the Consortium would acquire all of the outstanding shares of common stock of the Company not currently owned, directly or indirectly, by the Consortium in a “going private” transaction and committing that the proposed transaction would be subject to a non-waivable condition requiring the approval by holders of a majority of the outstanding shares of the common stock of the Company not currently owned by the Consortium. The Letter Amendment also provides that Mr. Pan and Mr. Li would recuse themselves from participating in any deliberations or decisions by the Board of Directors of the Company in respect of the proposed transaction. The other terms of the Original Proposal remain except as amended by the Letter Amendment).

The Company cautions stockholders and others considering trading in its securities that the Special Committee has made no decisions with respect to the proposed transaction. There can be no assurance that any definitive offer will be made by the Consortium or any other person, that any definitive agreement will be executed relating to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated.

A copy of the Letter Amendment and the Company’s press release are attached to this report as Exhibits 99.1 and 99.2, respectively.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Letter Amendment, dated April 18, 2019, to the Special Committee of the Board of Directors of the Company
99.2	Press Release dated April 26, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 26, 2019	Highpower International, Inc.
	/s/	Shengbin (Sunny) Pan
	By:	Shengbin (Sunny) Pan
	Its:	Chief Financial Officer

INDEX

Exhibit No.	Description
99.1	Letter Amendment, dated April 18, 2019
99.2	Press Release, dated April 26, 2019

EX-99.1

Exhibit 99.1

April 18, 2019

The Special Committee of the Board of Directors
Highpower International, Inc.
Building Al, 68 Xinxia Street, Pinghu,
Longgang, Shenzhen, Guangdong
People’s Republic of China

Dear Members of the Special Committee:

Reference is made to my letter to the board of directors (the “Board”) of Highpower International, Inc. (the “Company”), dated June 2, 2018 (the “Proposal Letter”), in connection with my preliminary non-binding proposal to acquire all of the outstanding shares of common stock of the Company that are not already directly or indirectly beneficially owned by me in a going private transaction.

I write for three reasons.

First, I would like to inform the special committee (the “Special Committee”) composed entirely of independent directors appointed to consider the Proposal Letter that I have formed a consortium with Mr. Wen Liang Li, Mr. Wen Wei Ma and Essence International Financial Holdings (Hong Kong) Limited (collectively, the “Buyer Parties”). Accordingly, the Proposal Letter hereby is deemed modified to provide, on a non-binding basis, that the Buyer Parties propose to acquire all the outstanding shares of common stock (the “Shares”) of the Company that are not already directly or indirectly beneficially owned by the Buyer Parties in a going private transaction upon the terms and subject to the conditions set forth in the Proposal Letter (the “Transaction”). All other terms and conditions of the Proposal Letter remain unchanged and hereby are reaffirmed.

Second, the Buyer Parties also would like to confirm that we will not proceed with the Transaction unless it is approved by the Special Committee, taking into account the advice of its independent advisors. In addition, please note that the Transaction will be subject to a non- waivable condition requiring the approval by holders of a majority of the Shares not beneficially owned by the Buyer Parties.

Lastly, given the involvement of Mr. Wen Liang Li in addition to myself in the Transaction, please note that we both will recuse ourselves from participating in any Board deliberations and decisions related to the Transaction

We look forward to working closely with the Special Committee and are confident in our ability to consummate the Transaction as outlined in the Proposal Letter and this letter.

Sincerely,

Dang Yu Pan

/s/ Dang Yu Pan

EX-99.2

Exhibit 99.2

Highpower International Receives Additional Commitment from Consortium

SAN DIEGO and SHENZHEN, China, April 26, 2019 /PRNewswire/ -- The Special Committee of the Board of Directors of Highpower International, Inc. (NASDAQ: HPJ) ("Highpower" or the "Company"), a developer, manufacturer, and marketer of lithium ion and nickel-metal hydride (Ni-MH) rechargeable batteries, battery management systems, and a provider of battery recycling, today announced that the consortium of Mr. Dang Yu (George) Pan, the Company's Chairman and Chief Executive Officer and a stockholder of the Company, Wen Liang Li, a director and stockholder of the Company, Wen Wei Ma, a stockholder of the Company, and Essence International Financial Holdings (Hong Kong) Limited has committed to a non-waivable condition, requiring the approval by holders of a majority of the outstanding shares of common stock of the Company not currently owned by the consortium, as part of the consortium's preliminary non-binding "going private" proposal. Pursuant to a letter dated June 2, 2018, and reaffirmed on March 13, 2019, the consortium has proposed to acquire all of the outstanding shares of common stock of the Company not currently owned by the consortium at a cash purchase price of $4.80 per share through a merger of the Company with a newly formed acquisition vehicle that the consortium would control (the "Proposed Transaction").

The Special Committee, consisting of independent and disinterested directors Ping (David) Li and T. Joseph Fisher, III, is evaluating the Proposed Transaction, as well as the Company’s current risks, opportunities and other possible strategic alternatives, with the assistance of its financial advisor, Roth Capital Partners, and its legal counsel, Katten Muchin Rosenman LLP. The Special Committee has not made any decision with respect to its response to the Proposed Transaction. Subject to applicable laws and regulations, the Special Committee does not currently intend to provide updates or make further statements regarding the Proposed Transaction, any revised proposals that may be received or the status of discussions with the consortium, unless and until a definitive agreement is reached or such discussions are terminated.

About Highpower International, Inc.

Highpower International was founded in 2001 and produces high-quality Nickel-Metal Hydride (Ni-MH) and lithium-based rechargeable batteries used in a wide range of applications such as electric buses, bikes, energy storage systems, power tools, medical equipment, digital and electronic devices, personal care products, and lighting, etc. Highpower's target customers are Fortune 500 companies and top 20 companies in each vertical segment. With advanced manufacturing facilities located in Shenzhen, Huizhou, and Ganzhou of China, Highpower is committed to clean technology, not only in the products it makes, but also in the processes of production. The majority of Highpower International's products are distributed to worldwide markets mainly in the United States, Europe, China and Southeast Asia. Additional information about the Company can be found at http://www.highpowertech.com and in documents filed with the U.S. Securities and Exchange Commission, which are available on the SEC's website at http://www.sec.gov.

Cautionary Statement Regarding Forward-Looking Statements

All statements included in this press release, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations, estimates and projections about our industry, management's beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "could," "potential," "continue," "ongoing," similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to factors, risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement, including (but not limited to): (1) the inability to enter into a definitive agreement in connection with the Proposed Transaction, (2) the failure to obtain the necessary financing arrangements to consummate the Proposed Transaction, (3) the inability to consummate the Proposed Transaction due to the failure to obtain stockholder approval for the Proposed Transaction or the failure to satisfy other conditions to completion of the Proposed Transaction, (4) risks related to the disruption of management's attention from the Company's ongoing business operations due to the Proposed Transaction and (5) the effect of the announcement of the Proposed Transaction on the Company's relationships with its customers, suppliers and business generally.

CONTACT:

Highpower International, Inc.

Sunny Pan

Chief Financial Officer

Tel: +86-755-8968-6521

Email: ir@highpowertech.com

Yuanmei Ma

Investor Relations Manager

Tel: +1-909-214-2482

Email: yuanmei@highpowertech.com

ICR, Inc.

Rose Zu

Tel: +1-646-931-0303

Email: ir@highpowertech.com