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): November 27, 2015

 

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))

 

 

 

 

Item 7.01Regulation FD Disclosure.

 

On November 27, 2015, the Company issued a press release announcing the receipt of a non-binding investment proposal regarding its PRC subsidiaries. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information reported under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being "furnished" and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

 

Item 9.01Financial Statements and Exhibits

 

(d)Exhibits

 

Exhibit No. Description
   
99.1 Highpower International, Inc. Press Release dated November 27, 2015.

 

 2 

 


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: November 27, 2015 Highpower International, Inc.
   
  /s/ Henry Sun  
  By: Henry Sun  
  Its: Chief Financial Officer  

     

 

 3 

 

 

EXHIBIT INDEX

 

Exhibit
No. 		  Description
99.1   Press Release dated November 27, 2015.

  

 

 4 



Highpower International Announces Receipt of Non-binding Investment Proposal

SAN FRANCISCO and SHENZHEN, China, Nov. 27, 2015 /PRNewswire/ -- Highpower International, Inc. ("Highpower International" or "the Company") (NASDAQ: HPJ), a developer, manufacturer, and marketer of lithium and nickel-metal hydride (Ni-MH) rechargeable batteries, and a battery management systems and battery recycling provider, today announced that its board of directors (the "Board") has received a non-binding investment proposal letter from Anshan Co-Operation (Group) Co., Ltd. ("Anshan Co-Operation"), joined with Mr. George Pan, Chairman and CEO, and certain management of Highpower International, and China Innovative Capital Management Ltd.

Anshan Co-Operation (Group) Co., Ltd. ("Anshan Co-Operation"), proposes to purchase newly issued shares of Shenzhen Highpower Technology Co., Ltd., Springpower Technology (Shenzhen) Co., Ltd. and Icon Energy System (Shenzhen) Co., Ltd., the three subsidiaries in the People's Republic of China (the "PRC") wholly-owned by Highpower International, Inc. with not less than RMB650 million, or approximately US$101.7 million (based on an exchange rate of $6.39 as of November 26, 2015) based on the valuation of RMB280 million, or approximately US$43.8 million (based on an exchange rate of $6.39 as of November 26, 2015) for the three subsidiaries, in exchange for more than 50% of the equity of each of the three subsidiaries and become the controlling shareholder of each of the subsidiaries after the subscription.

The Company's Board of Directors has formed a special committee consisting of the following independent directors to consider this proposal: Ping Li, who will serve as chairman, Xin Hai Li and T. Joseph Fisher, III. The special committee intends to retain independent legal and financial advisors to assist it in this process. The Board cautions the Company's stockholders and others considering trading in its securities that the Board just received the non-binding proposal letter from Anshan Co-Operation and no decisions have been made with respect to the transaction. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable laws.

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. Highpower's target customers are Fortune 500 companies, and top 10 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.

Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995 that are not historical facts. These statements can be identified by the use of forward-looking terminology such as "believe," "expect," "may," "will," "should," "project," "plan," "seek," "intend," or "anticipate" or the negative thereof or comparable terminology, and include discussions of the Company's future performance, operations and products. Such statements involve known and unknown risks, uncertainties and other factors that could cause the Company's actual results to differ materially from the results expressed or implied by such statements, including, our ability to successfully expand sales of our lithium battery product in the mobile device market and our ability to effectively compete in that market. For a discussion of these and other risks and uncertainties see "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's public filings with the SEC. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The Company has no obligation to update the forward-looking information contained in this press release.

Contact:

Highpower International, Inc.
Sherry Chen
+86-755-8968-6521
ir@highpowertech.com

INVESTOR RELATIONS:

The Equity Group Inc.

In China

Katherine Yao, Associate
+86-10-6587-6435
kyao@equityny.com

In U.S.

Adam Prior, Senior Vice President
(212) 836-9606
aprior@equityny.com



Highpower (NASDAQ:HPJ)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Highpower Charts.
Highpower (NASDAQ:HPJ)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Highpower Charts.