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 §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
o
The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No.43113X101
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13D
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Page 2 of 5
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1
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NAMES OF REPORTING PERSONS
Dang Yu (George) Pan
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
People's Republic of China
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
3,177,273 (1)
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
3,177,273 (1)
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,177,273 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.4% (2)
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14
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TYPE OF REPORTING PERSON
IN
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(1) Includes (a) 269,959 shares held by a company that is
100% owned by Mr. Dang Yu (George) Pan, and (b) options to purchase 84,500 shares of Common Stock granted
on September 22, 2017, 30% of which vest on the first anniversary date, 30% vest in equal monthly installments during the
second year and 40% vest in equal monthly installments during the third year.
(2) Such percentage is based upon 15,509,658 shares of the Issuer's
common stock, par value $0.0001 per share, issued and outstanding on February 13, 2018.
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CUSIP No.43113X101
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13D
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Page 3 of 5
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EXPLANATORY
NOTE
This Amendment No. 2 to Schedule 13D ("Amendment
No. 2") is being filed by Dang Yu (George) Pan as an amendment to that certain Schedule 13D filed with the Securities and
Exchange Commission (the "SEC") on November 13, 2007, as amended by Amendment No. 1 to Schedule 13D filed with the SEC
on February 14, 2012 (collectively, the "Schedule 13D").
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Item 1.
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Security and Issuer.
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This Schedule 13D relates to the common stock,
par value $0.0001 per share (the "Common Stock"), of Highpower International, Inc., a Delaware corporation (the "Issuer").
The principal executive office of the Issuer is Building A1, 68 Xinxia Street, Pinghu, Longgang, Shenzhen Guangdong F4 518111.
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Item 2.
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Identity and Background.
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(a) Dang
Yu (George) Pan (the "Reporting Person").
(b) The
Reporting Person's business address is Building A1, 68 Xinxia Street, Pinghu, Longgang, Shenzhen Guangdong F4 518111.
(c) Reporting
Person is an executive officer and director of Issuer whose principal executive office is located at Building A1, 68 Xinxia Street,
Pinghu, Longgang, Shenzhen Guangdong F4 518111.
(d) During
the last ten years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During
the last ten years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which the Reporting Person 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 violations with
respect to such laws
(f) The
Reporting Person is a citizen of the People's Republic of China.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The Reporting Person is filing this
Amendment No. 2 to report (i) the acquisition using personal funds in the total amount of $113,553 through open market
purchases of an aggregate of 24,700 shares of Common Stock on May 20, 2014, December 8, 2014, and December 12, 2014 and (ii)
the acquisition through awards pursuant to the Issuer 2008 Omnibus Incentive Plan of an aggregate of 136,000 restricted
shares of Common Stock granted on October 15, 2013 and September 22, 2017, and an aggregate of 84,500 employee stock options
with an exercise price per share of $4.65 granted on September 22, 2017.
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Item 4.
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Purpose of Transaction.
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The information set forth in Item 3 above
is incorporated herein by reference.
The Reporting Person reserves the right, consistent
with applicable law, to acquire and/or to dispose of securities of the Issuer (whether through open market purchases or dispositions,
block trades, private transactions or otherwise), or may continue to hold the securities, or to formulate other purposes, plans
or proposals regarding securities of Issuer, in each case in light of Reporting Person’s continued evaluation of Issuer,
market conditions, and other factors deemed relevant by the Reporting Person.
The Reporting Person may also engage in and
may plan for engagement in any of the items discussed in clauses (a) – (j) of Item 4 of Schedule 13D. However, the Reporting
Person did not acquire the Company's securities in the expectation of taking any of the actions specified under such clauses and
has no present plan or proposal which would relate to or result in any of the matters set forth in such clauses, except as set
forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Person reserves the right,
consistent with applicable law, to formulate other purposes, plans or proposals regarding Issuer and any of its securities, including
any of the actions specified under clauses (a) – (j) of Item 4 of Schedule 13D.
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CUSIP No.43113X101
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13D
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Page 4 of 5
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Item 5.
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Interest in Securities of the Company.
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Items 5(a), (b) and (c) are amended and restated
as follows.
(a) The
Reporting Person beneficially owns an aggregate of 3,177,273 shares of Common Stock, representing 20.4% of the
outstanding shares of Common Stock and including options to purchase 84,500 shares of Common Stock. Such percentage was
calculated based on 15,509,658 shares of Common Stock issued and outstanding on February 13, 2018.
(b) The
powers that the Reporting Person has relative to the shares discussed herein may be found in rows 7 through 10 of the Cover Page
relating to the Reporting Person, which is hereby incorporated by reference.
(c) Other
than as reported in this Amendment No. 2 and listed below, the Reporting Person has not effected any transactions in the class
of securities reported herein since the most recent filing of Schedule 13D for the Reporting Person:
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Transaction Date
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Transaction Type
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Securities Acquired
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Price Per Share
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9/22/17
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Restricted Stock Award
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30,000
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N/A
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9/22/17
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Stock Options
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84,500 Options
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Exercise Price: $4.65
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12/12/14
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Open Market Purchase
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7,000
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$5.07
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12/8/14
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Open Market Purchase
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10,000
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$5.35
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5/20/14
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Open Market Purchase
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7,700
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$3.19
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10/15/13
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Restricted Stock Award
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106,000
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N/A
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(d) Not
applicable.
(e) Not
applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Company.
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Not applicable.
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Item 7.
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Material to be Filed as Exhibits.
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Not applicable.
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CUSIP No.43113X101
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13D
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Page 5 of 5
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this Amendment No. 2 to Schedule 13D is true, complete and
correct.
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Date: February 14, 2018
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/s/ Dang Yu (George) Pan
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Dang Yu (George) Pan
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The original statement
shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person),
evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name
and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001)