UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
(RULE 14A-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
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HIGHPOWER INTERNATIONAL, INC.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee not required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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HIGHPOWER INTERNATIONAL, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
You are cordially invited to attend the
Annual Meeting of Stockholders (the “Annual Meeting”) of Highpower International, Inc., a Delaware corporation (the
“Company”), to be held on November 18, 2012 at 10:00 a.m. China Standard Time at the Company’s principal executive
offices located at Building A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang, Shenzhen, Guangdong, 518111, People’s
Republic of China.
The Annual Meeting of the Company is being held for the following
purposes:
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1.
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To elect the following persons to serve as directors:
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Dang Yu Pan
Wen Liang Li
Xinhai Li
T. Joseph Fisher, III
Ping Li
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2.
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To ratify the appointment of Marcum Bernstein & Pinchuk LLP as the independent registered public
accounting firm of the Company for the year ending December 31, 2012.
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3.
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To transact such other business as may properly come before the meeting or any adjournments thereof.
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The Board of Directors recommends a vote “for”
the director nominees and the proposals listed above.
The Board of Directors has fixed the close
of business on October 8, 2012 as the record date (the “Record Date”) for determining those stockholders who will
be entitled to vote at the Annual Meeting.
The Company’s
Annual Report to Stockholders for the year ended December 31, 2011 is enclosed with this notice. The following proxy statement
and enclosed proxy card is being sent to each stockholder as of the Record Date. You are cordially invited to attend the Annual
Meeting, but if you do not expect to attend, or if you plan to attend, but desire the proxy holders to vote your shares, please
date and sign your proxy card and return it in the enclosed postage paid envelope. The giving of this proxy card will not affect
your right to vote in person in the event you find it convenient to attend. Please return the proxy card promptly to avoid the
expense of additional proxy solicitation.
Important Notice Regarding the Availability of Proxy Materials
for the Stockholder Meeting to Be Held on November 18, 2012. The 2012 Proxy Statement and the Annual Report to Stockholders
for the year ended December 31, 2011 are also available at https://materials.proxyvote.com/43113x.
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FOR THE BOARD OF DIRECTORS
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/s/ Henry Sun
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Henry Sun, Chief Financial Officer and Corporate Secretary
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on behalf of the Board of Directors
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Dated: October 9, 2012
Shenzhen, China
HIGHPOWER INTERNATIONAL, INC.
PROXY STATEMENT
For Annual Meeting to be Held on
November 18, 2012, 10:00 a.m., China
Standard Time
This proxy statement is delivered to you
by Highpower International, Inc. (“we,” “us,” the “Company,” or “Highpower”),
a Delaware corporation, in connection with the Annual Meeting of Stockholders of the Company to be held on November 18, 2012 at
10:00 a.m. China Standard Time at the Company’s principal executive offices located at Building A1, Luoshan Industrial Zone,
Shanxia, Pinghu, Longgang, Shenzhen, Guangdong, 518111, People’s Republic of China (the “Annual Meeting”). The
approximate mailing date for this proxy statement and the enclosed proxy is October 15, 2012.
The purpose of the Annual Meeting is to
seek stockholder approval of two proposals: (1) electing five directors to the Board of Directors; and (2) ratifying
the appointment of Marcum Bernstein & Pinchuk LLP as the Company’s independent registered public accounting firm for
the year ending December 31, 2012.
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting to be Held on November 18, 2012: The Proxy Statement and the Company’s 2011 Annual Report
are available at https://materials.proxyvote.com/43113x.
Quorum; Voting Rights
Holders of our common stock of record at
the close of business on October 8, 2012 (“the Record Date”) will be entitled to vote at the Annual Meeting. There
were 13,582,106 shares of common stock outstanding as of the Record Date. Each share of our common stock is entitled to one vote,
and the presence, in person or by proxy, of holders of a majority of the outstanding shares of our common stock, is necessary
to constitute a quorum for the Annual Meeting. If you submit a properly executed proxy, regardless of whether you abstain
from voting on one or more matters, your shares will be counted as present at the Annual Meeting for the purpose of determining
a quorum. Abstentions and broker “non-votes” will be treated as present and entitled to vote for purposes of determining
the presence of a quorum. If a quorum is not present at the Annual Meeting, we expect that the Annual Meeting will be adjourned
to solicit additional proxies. Stockholders may not cumulate their votes.
Voting Your Proxy
Your vote is important. Your shares can
be voted at the Annual Meeting only if you are present in person or represented by proxy. Even if you plan to attend
the Annual Meeting, we urge you to vote in advance. Please follow the appropriate instructions described below:
Stockholder of Record:
Shares Registered in Your Name
–
If you are a stockholder of record, you may
vote in person at the Annual Meeting
or you may vote by mail by completing, signing, dating and returning the accompanying
proxy card in the prepaid envelope provided.
You may still attend the Annual Meeting and vote in person
if you have already voted by proxy or given your proxy authorization.
Stockholders of record may vote in person by attending
the Annual Meeting and completing a ballot distributed at the meeting.
Beneficial Owner: Shares Registered
in the Name of Broker, Bank or Other Agent
– Stockholders who hold their shares beneficially in street name through
a nominee (such as a bank or broker) may be able to vote by telephone, the Internet or mail. You should follow the instructions
you receive from your nominee to vote those shares. Stockholders who hold their shares in street name may vote in person by attending
the Annual Meeting only if they have requested and received a legal proxy from their broker or other nominee, and deliver the
proxy to the inspector of election before or at the meeting.
Counting of Votes
Your shares will be voted in accordance
with the instructions you indicate on the proxy card. If you submit the proxy card but do not indicate your voting instructions,
your shares will be voted as follows: (1) FOR the election of the nominees for director named herein; and (2) FOR
the appointment of Marcum Bernstein & Pinchuk LLP as the Company’s independent registered public accounting firm for
the year ending December 31, 2012
.
All properly executed proxies delivered pursuant to this
solicitation and not revoked will be voted at the Annual Meeting in accordance with the directions given. Representatives of Broadridge
Financial Solutions, Inc. and our transfer agent will assist us in the tabulation of the votes.
Abstentions and Broker Non-Votes
An abstention is the voluntary act of not
voting by a stockholder who is present at a meeting and entitled to vote.
If applicable, a "broker non-vote"
occurs when a nominee (typically a broker or bank) holding shares for a beneficial owner (typically referred to as shares being
held in "street name") does not vote on a particular proposal because the nominee has not received voting instructions
from the beneficial owner and does not have discretionary authority to vote the shares with respect to that proposal. Brokers
generally have discretionary authority to vote on routine matters without specific instructions from their customers. Proposals
are determined to be routine or non-routine matters based on the rules of the various regional and national exchanges of which
the brokerage firm is a member. The ratification of the appointment of Marcum Bernstein & Pinchuk LLP as our independent registered
public accounting firm is considered a routine matter. The election of directors is considered a non-routine matter and brokers
do not have discretionary authority to vote on this proposal.
Refer to each proposal for a discussion
of the effect of abstentions and broker non-votes on determining the presence of a quorum and on the results of each proposal.
Revoking Your Proxy
Any proxy given may be revoked at any time
prior to its exercise by notifying the Corporate Secretary of the Company in writing of such revocation, by duly executing and
delivering another proxy bearing a later date, or by attending and voting in person at the Annual Meeting. The Company’s
principal executive office is located at Building A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang, Shenzhen, Guangdong,
518111, People’s Republic of China.
Appraisal Rights
Under the Delaware General Corporation
Law, stockholders entitled to vote will not have any dissenters' rights of appraisal in connection with any of the matters to
be voted on at the meeting, and we will not independently provide stockholders with any such right.
Solicitation of Proxies
The cost of this solicitation of proxies
will be borne by the Company. In addition, the Company will solicit stockholders by mail, and will request banks and
brokers, and other custodians, nominees and fiduciaries, to solicit their customers who have stock of Highpower registered in
the names of such persons and will reimburse them for their reasonable, out-of-pocket costs. The Company may use the services
of its officers, directors, and others to solicit proxies, personally or by telephone, without additional compensation.
Delivery of Proxy Materials to Households
The Securities and Exchange Commission
(the “SEC”) has adopted rules that permit companies and intermediaries (e.g. brokers, banks and other nominees) to
satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the
same address by delivering a single copy of such documents addressed to those stockholders. This process, which is commonly referred
to as "householding," potentially means extra convenience for stockholders and cost savings for companies. If
you hold shares of our common stock in your own name as a holder of record, “householding” will not apply to your
shares.
If you and other residents at your mailing
address own shares of our common stock in street name, your broker or bank may have notified you that your household will receive
only one copy of our proxy materials. Once you have received notice from your broker that they will be “householding”
materials to your address, “householding” will continue until you are notified otherwise or until you revoke your
consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate
proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your
broker if your shares are held in a brokerage account.
Interest of Executive Officers and Directors
None of the Company’s executive officers
or directors or any of their associates has any interest in any of the matters to be acted upon at the Annual Meeting, except,
with respect to each director, to the extent that a director is named as a nominee for election to the Board of Directors.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Company currently has five authorized
members on its Board of Directors. The Company’s Bylaws give the Board of Directors the authority to establish, increase
or decrease the number of directors. The nominees for election at the Annual Meeting of Stockholders to the Board
of Directors are Dang Yu Pan, Wen Liang Li, Xinhai Li, T. Joseph Fisher, III, and Ping Li, all of whom currently serve on the
Board of Directors and advised the Company of their willingness to serve as a member of the Company’s Board of Directors
if elected. You can find information about the nominees below under the section “Board of Directors and Executive Officers.”
If elected, the nominees will serve as
directors until the Company’s Annual Meeting of Stockholders in 2013 or until their successors are elected and qualified. If
a nominee declines to serve or becomes unavailable for any reason, the proxies may be voted for such substitute nominee as the
proxy holders may designate.
Vote Required
You may vote in favor or against any or
all of the nominees and you may also withhold your vote as to any or all of the nominees. If a quorum exists at the Annual Meeting,
the affirmative vote of a plurality of all of the votes cast at the Annual Meeting is required for the election of each of the
nominees for director. If stockholders do not specify the manner in which their shares represented by a validly executed proxy
solicited by the board of directors are to be voted on this proposal, such shares will be voted in favor of all of the nominees.
Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although
they will count toward the presence of a quorum.
THE BOARD
OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL NOMINEES.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT
AUDITORS
The Audit Committee has recommended the
appointment of Marcum Bernstein & Pinchuk LLP (“MBP”) as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2012. MBP served as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2011. The Company appointed MBP as its independent registered public accounting
firm on September 30, 2011 to replace Dominic K.F. Chan & Co. (“DKFC”), who the Company dismissed as its independent
registered public accounting firm on September 30, 2011. DKFC had served as the Company’s auditor since November 2007 and
had audited the Company’s financial statements for the years ended December 31, 2010 and 2009.
The decision to change accountants was
approved and ratified by the Company’s Audit Committee and Board of Directors. The reports of DKFC on the financial statements
of the Company for the fiscal years ended December 31, 2010 and 2009 did not contain any adverse opinion or disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope, or accounting principle. Additionally, during the Company’s
two most recent fiscal years and any subsequent interim period through the date of dismissal, there were no disagreements with
DKFC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
While DKFC was engaged by the Company,
there were no disagreements with DKFC on any matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure with respect to the Company, which disagreements if not resolved to the satisfaction of DKFC would
have caused it to make reference to the subject matter of the disagreements in connection with its reports on the Company’s
financial statements for the fiscal years ended December 31, 2010 and 2009.
During the Company’s fiscal years
ended December 31, 2010 and 2009 and through September 30, 2011, neither the Company, nor anyone acting on its behalf, consulted
with MBP regarding the application of accounting principles to a specific completed or proposed transaction or the type of audit
opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided
that MBP concluded was an important factor considered by the Company in reaching a decision as to any such accounting, auditing
or financial reporting issue.
As required
by Instruction 2 to Item 304 of Regulation S-K, the Company has provided
DKFC
and MBP with a copy of the disclosures contained in this Proxy Statement with respect to the Company’s change of independent
registered public accounting firm and has given
DKFC
and MBP the opportunity to present their
respective views with respect to any incorrect or incomplete disclosures made by the Company. Neither
DKFC
nor MBP submitted a statement to the Company regarding any disagreement with the disclosures provided herein.
The stockholders are being requested to
ratify the appointment of MBP at the Annual Meeting. We are not required to obtain stockholder ratification of the appointment
of our independent auditors, and our Audit Committee and Board of Directors retain the authority and discretion to change independent
auditors at any time. See “Report of the Audit Committee,” below, for additional information.
The Company anticipates that representatives
of MBP will attend the Annual Meeting to make a statement and to respond to appropriate stockholder questions. The Company anticipates
that representatives of DKFC will not attend the Annual Meeting.
Fees to Independent Registered Public Accounting Firm for
Fiscal Years 2012 and 2011
The following table presents professional
audit service fees, including reimbursements for expenses and related fees billed for other services rendered by DKFC, who reviewed
the Company’s quarterly financial statements for the quarters ended March 31 and June 30, 2011 and audited the annual financial
statements for the year ended December 31, 2010. The table also includes the professional audit service fees and all the audit-related
expenses rendered by MBP, who reviewed the Company’s Form 10-Q for the quarter ended September 30, 2011 and audited the
annual financial statements for the year ended December 31, 2011.
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Year ended December 31,
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2011
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2010
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Audit Fees(1)
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$
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112,000
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$
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80,000
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Audit-Related Fees
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-
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Tax Fees
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-
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All Other Fees
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Total
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$
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112,000
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$
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80,000
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(1) These were fees for professional services
performed by our former auditor DKFC and current auditor MBP for the review of quarterly financial reports and audits of annual
financial statements in 2010 and 2011.
Pre-Approval Policy
The Audit Committee on an annual basis
reviews audit and non-audit services performed by the independent registered public accounting firm for such services. The audit
committee pre-approves (i) auditing services (including those performed for purposes of providing comfort letters and statutory
audits) and (ii) non-auditing services that exceed a
de minimis
standard established by the committee, which are rendered
to the Company by its outside auditors (including fees).
Vote Required
You may vote in favor or against this proposal
and you may also withhold your vote. Assuming a quorum is present at the Annual Meeting, the affirmative vote of a majority of
all votes cast at the Annual Meeting is required to ratify the appointment of Marcum Bernstein & Pinchuk LLP as Highpower’s
independent registered public accounting firm. If stockholders do not specify the manner in which their shares represented by
a validly executed proxy solicited by the board of directors are to be voted on this proposal, such shares will be voted in favor
of the appointment of Marcum Bernstein & Pinchuk LLP as our independent registered public accounting firm. For purposes of
the vote on this matter, abstentions will not be counted as votes cast and will have no effect on the result of the vote. Broker
non-votes are not expected as brokers are entitled to vote on this matter. However, should a broker non-vote occur, it will not
be counted as votes cast and will have no effect on the result of the vote. Abstentions and broker non-votes will count toward
the presence of a quorum.
OUR BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF MARCUM BERNSTEIN & PINCHUK LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
Information Concerning Director Nominees
Our current directors and our director
nominees who have been nominated for election as directors at the Annual Meeting, the positions held by them and their ages as
of the date of this proxy statement:
Name
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Age
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Position
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Dang Yu Pan
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44
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Chairman of the Board and Chief Executive Officer, and director nominee
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Wen Liang Li
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47
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Vice President, Chief Technology Officer, Director, and director nominee
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Xinhai Li(1)(2)(3)
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49
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Director and director nominee
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T. Joseph Fisher, III (1)(2)(3)
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60
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Director and director nominee
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Ping Li(1)
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47
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Director and director nominee
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(1) Member of the Audit Committee
(Ping Li, Chair).
(2) Member of Compensation Committee
(Xinhai Li, Chair)
(3) Member of the Nominating Committee
(T. Joseph Fisher, III, Chair)
Dang Yu Pan
has been the
Chairman of the Board and Chief Executive officer of the Company and Hong Kong Highpower Technology Co., Ltd., a wholly-owned
subsidiary of the Company (“HKHT”) since November 2007 and July 2003, respectively. Mr. Pan is the founder of Shenzhen
Highpower Technology Co., Ltd., a wholly owned subsidiary of HKHT (“Shenzhen Highpower”), and has served as the Chairman
of the Board and Chief Executive Officer of Shenzhen Highpower since October 2002. Mr. Pan has served as a director of the Company’s
wholly owned subsidiary, Icon Energy System Co., Ltd. (“ICON”), since February 2011; as a director and Chief Executive
Officer of HKHT’s wholly owned subsidiary, Springpower Technology (Shenzhen) Co., Ltd. (“SZ Springpower”), since
June 2008; and as a director of Shenzhen Highpower’s wholly-owned subsidiary, Huizhou Highpower Technology Co., Ltd. (“HZ
HTC”), since March 2012. From May 2001 to October 2002, Mr. Pan was the General Manager and Chairman of the Board of Guangzhou
HaoPeng Technology Co., Ltd. From January 1997 to July 2000, Mr. Pan was the Vice General Manager of Nanhai Shida Battery Co.,
Ltd. From January 1995 to December 1996, Mr. Pan served as a director of the HuangPu Aluminum Factory. Additionally, from August
1990 to December 1994, Mr. Pan worked in the sales department of the Guangzhou Aluminum Products Factory. Mr. Pan received a bachelor’s
degree in metallurgical engineering from Central South University in China in 1990. We believe Mr. Pan’s qualifications
to sit on our Board include his extensive understanding of our business, our products and the battery industry that he has acquired
over his 15 years working in the battery industry, including over 8 years as an officer and director of as a director of Shenzhen
Highpower.
Wen Liang Li
has been a director
of the Company since November 2007 and a director of HKHT since July 2003. Since January 2003, Mr. Li. Has served as a director
and as Vice General Manager and Chief Technology Officer of Shenzhen Highpower. Mr. Li has served as a director SZ Springpower
since June 2008, as a director of HZ HTC since March 2012 and as a director of Shenzhen Highpower’s 60%-owned subsidiary,
Ganzhou Highpower Technology Co., Ltd (“GZ Highpower”), since September 2010. From January 1996 to December 2002,
Mr. Li served as Vice General Manager of Zhuhai Taiyi Battery Co., Ltd., a battery manufacturer. Mr. Li received a master’s
degree in Electrochemistry from the Harbin Institute of Technology in China in 1991. We believe that Mr. Li’s 19 years of
working experience in the battery industry, including 8 years as an officer and director of Shenzhen Highpower, well qualify Mr.
Li to serve on our Board.
Xinhai Li
has served as a
director of the Company since January 2008. Sine August 1990, Mr. Li has served as a director and professor at the China Central
South University Metallurgical Science and Engineering School in China. Mr. Li received a PhD in Physical Chemistry of Metallurgy
from China Central South University in August 1990. We believe that Mr. Li’s qualifications to sit on our Board
include his extensive understanding of our business and his understanding of U.S. GAAP and financial statements.
T. Joseph Fisher, III
has
served as a director of the Company since April 2011. Mr. Fisher has been chief executive officer and president of Contour Energy
Systems, a power company commercializing customizable battery technologies, since February 2008. He also serves as president of
JCF International, LLC, an advisory and consulting firm for portable power companies, which he founded in May 2007. Prior to joining
Contour, Mr. Fisher was employed for 30 years at Energizer Battery, where he had held numerous senior management positions including
Vice President – Global Rechargeable Battery Business Unit from April 2001 to may 2007, Vice President and General Manager
– Energizer Power Systems, Vice President – Business Development, General Manager – Miniature Batteries, as
well as holding several International Management assignments in Europe, Argentina and South Africa. Mr. Fisher received his B.S.
in Industrial Management from the University of Cincinnati and also has an MBA from the West Virginia College of Graduate Studies,
now a part of Marshall University. We believe that Mr. Fisher’s qualifications to sit on our Board include his extensive
knowledge and over 30 years of experience in the battery industry, as well as his knowledge of U.S. GAAP and financial statements.
Ping Li
has served as a director
of the Company since January 2008. Since November 2008, Mr. Li has served as Director at Intel Capital, focusing on Intel’s
investment activities in China. From July 2003 to October 2008, Mr. Li served as the Managing Director of Investment at ChinaVest,
a venture capital firm. From February 2002 to July 2003, Mr. Li served as Chief Financial Officer of Great Wall Technology Co.,
Ltd., an investment technology company. Mr. Li received a master’s degree in biology from Columbia University in 1989 and
an MBA in finance in 1994 from the Wharton School of the University of Pennsylvania. We believe that Mr. Li’s
qualifications to sit on our Board include his knowledge of the capital market and his experience, expertise and background with
respect to accounting matters, including his experience as a chief financial officer and familiarity with U.S. GAAP and financial
statements.
Information Concerning Executive Officers
The following table sets forth certain information with respect
to our executive officers who are not also members of the Company’s Board of Directors.
Name
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Age
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Position
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Wen Wei Ma
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42
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Vice President of Manufacturing
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Henry Sun
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40
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Chief Financial Officer and Corporate Secretary
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Michael Wang
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41
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Vice President of Sales and Marketing
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Bin Ran
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42
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Vice President of Strategy and Human Resources
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Wen Jia Xiao
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35
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Vice President of Quality Control
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Wen Wei Ma
has served as
the Company’s Vice President of Manufacturing since November 2007 and as a director of HKHT since July 2003. Mr. Ma has
served as a director and as a Vice General Manager of Manufacturing of Shenzhen Highpower since October 2002. Mr. Ma received
a diploma in chymic analysis from the Guangzhou Trade School of Light Industry in China in 1989.
Henry Sun
has served as the
Chief Financial Officer of the Company since January 2011. Mr. Sun joined the Company in November 2010 as the President’s
Assistant. Prior to joining the Company, Mr. Sun was the Chief Financial Officer of Zoomlion Concrete Machinery Company
from November 2009 to October 2010. From November 2008 to September 2009, Mr. Sun served as the Finance Director of
Yasheng Group USA (OTCBB: YHGG). From December 2006 to November 2008, he was the senior finance manager of Cepheid, Inc. (NASDAQ:
CPHD). From October 2003 to September 2006, he was a financial consultant at Merrill Lynch. Mr. Sun is a
graduate of the Thunderbird School of Global Management.
Michael Wang
joined Highpower
in November 2009 as Director of Sales and was appointed Vice President of Sales and Marketing in March 2011. Before joining
Highpower, from September 2001 to October 2009, Mr. Wang served at various positions at Vale Inco, one of the world’s largest
nickel miners and producers. Mr. Wang first joined Vale Inco’s Shanghai Office late 2001, in charge of the sales of Inco
Special Products. In June 2005, Michael began working at Vale Inco’s Headquarters in Canada as the segment leader of
Li-ion cathode materials. In June 2006, Michael returned to Vale Inco’s Shanghai Office, as the Director of Marketing
for Nickel Downstream Products, focusing primarily on battery materials. From May 1997 to August 2001, Mr. Wang worked in various
departments of Beijing Zhongke Sanhuan Hi-Tech Co., Ltd. Mr. Wang received his masters degree in materials science and engineering
from the Beijing Institute of Technology in 1997, and received a second masters degree in Enterprise Management from the University
of International Business and Economics of China in 2002.
Bin Ran
joined Highpower
in June 2010 as General Manager of Human Resources and was appointed Vice President of Strategy and Human Resources in March 2011.
From April 2004 to April 2010, he worked for Shenzhen Joint Financial Group Co., Ltd, serving in positions at various of its portfolio
companies, including General Manager of several companies such as Shenzhen Cbhandsun Management Consulting Co., Ltd, Guangzhou
Cbhandsun Management Consulting Co., Ltd, Shenzhen Flink Training Center and Singapore Flink Training Center. From
July 1998 to March 2004, he worked as a management consultant at various companies including Shenzhen Quanxi Management Consulting
Company, Singapore Corey Consulting Company. He was also invited as MBA professor of Zhongshan University, University of Northern
Virginia, Inter American University. From 1995 to 1997, Mr. Ran worked as an Engineer of GP Batteries International
Limited. Mr. Ran received a bachelor’s degree in Electrochemistry from the Sichuan Light Chemical Engineering Institute
in 1993.
Jia Wei Xiao
has served as
Vice President of Quality Control of the Company since November 2007 and as Vice General Manager of Quality Control of Shenzhen
Highpower since October 2005. From October 2002 to September 2005, Mr. Xiao served as the Minister of the Quality Control Department
of Shenzhen Highpower. Mr. Xiao received a bachelor’s degree in Check Technology and Instrument in 2000 from the China Institute
of Metrology.
CORPORATE GOVERNANCE AND BOARD MATTERS
Director Independence
Subject to certain exceptions, under the
listing standards of the NASDAQ Stock Market, LLC, a listed company’s board of directors must consist of a majority of independent
directors. Currently, our board of directors has determined that each of the non-management directors, Xinhai Li, T. Joseph Fisher,
III and Ping Li, is an “independent” director as defined by the listing standards of the NASDAQ Marketplace Rules
currently in effect and approved by the U.S. Securities and Exchange Commission (“SEC”) and all applicable rules and
regulations of the SEC. All members of the Audit, Compensation and Nominating Committees satisfy the “independence”
standards applicable to members of each such committee. The board of directors made this affirmative determination regarding these
directors’ independence based on discussion with the directors and on its review of the directors’ responses to a
standard questionnaire regarding employment and compensation history; affiliations, family and other relationships; and transactions
with the Company. The board of directors considered relationships and transactions between each director or any member of his
immediate family and the Company and its subsidiaries and affiliates. The purpose of the board of director’s review with
respect to each director was to determine whether any such relationships or transactions were inconsistent with a determination
that the director is independent under the NASDAQ Marketplace Rules.
Board Committees
Audit Committee
We established our Audit Committee in January
2008. The Audit Committee consists of Xinhai Li, T. Joseph Fisher, III and Ping Li, each of whom is an independent director. Mr.
Ping Li, Chairman of the Audit Committee, is an “audit committee financial expert” as defined under Item 407(d) of
Regulation S-K. The Audit Committee held 4 meetings during 2011. The purpose of the Audit Committee is to represent and assist
our board of directors in its general oversight of our accounting and financial reporting processes, audits of the financial statements
and internal control and audit functions. The Audit Committee’s responsibilities include:
|
·
|
The appointment, replacement, compensation, and oversight
of work of the independent auditor, including resolution of disagreements between management and the independent auditor
regarding financial reporting, for the purpose of preparing or issuing an audit report or performing other audit, review
or attest services.
|
|
·
|
Reviewing and discussing with management and the independent auditor various topics and events that may have significant
financial impact on our company or that are the subject of discussions between management and the independent auditors.
|
The board of directors has adopted a written charter for the
Audit Committee. A copy of the Audit Committee Charter is posted on the Company’s website at:
www.highpowertech.com
.
Compensation Committee
We established our Compensation Committee
in January 2008. The Compensation Committee consists of Xinhai Li and T. Joseph Fisher, III, each of whom is an independent director.
Xinhai Li is the Chairman of the Compensation Committee. The Compensation Committee held 4 meetings during 2011. The Compensation
Committee is responsible for the design, review, recommendation and approval of compensation arrangements for the Company’s
directors, executive officers and key employees, and for the administration of our equity incentive plans, including the approval
of grants under such plans to our employees, consultants and directors. The Compensation Committee also reviews and determines
compensation of our executive officers, including our Chief Executive Officer. In reviewing and making decisions regarding the
compensation of executive officers other than the Chief Executive Officer, the Committee may consult with the Company’s
Chief Executive Officer and any others who can review the performance of the other executive officers, provide annual recommendations
for individual management objectives, and provide input on strategic initiatives. The Compensation Committee has the authority,
to the extent it deems necessary or appropriate, to retain a compensation consultant and other advisors to assist in the evaluation
of director, Chief Executive Officer or executive officer compensation. The board of directors has adopted a written charter for
the Compensation Committee. A current copy of the Compensation Committee Charter is posted on the Company’s website at:
www.highpowertech.com.
Nominating Committee
The Nominating Committee consists of Xinhai
Li and T. Joseph Fisher, III, each of whom is an independent director. T. Joseph Fisher, III is the Chairman of the Nominating
Committee. The Nominating Committee held 4 meetings during 2011. The Nominating Committee assists in the selection of director
nominees, approves director nominations to be presented for stockholder approval at our annual general meeting and fills any vacancies
on our board of directors, considers any nominations of director candidates validly made by stockholders, and reviews and considers
developments in corporate governance practices. The board of directors has adopted a written charter for the Nominating Committee.
A current copy of the Nominating Committee Charter is posted on the Company’s website at:
www.highpowertech.com.
Code of Ethics
The Company’s board of directors
has adopted a Code of Business Conduct and Ethics, which applies to all directors, officers and employees. The purpose of the
Code is to promote honest and ethical conduct. The Code is posted on the Company’s Web site located at
www.highpowertech.com
,
and is available in print, without charge, upon written request to the Company at Highpower International, Inc., Building A1,
Luoshan Industrial Zone, Shanxia, Pinghu, Longgang, Shenzhen, Guangdong, 518111, People’s Republic of China. The Company
intends to post promptly any amendments to or waivers of the Code on its Web site.
Attendance of Directors at Board Meetings and Annual Meeting
of Stockholders
During the year ended December 31, 2011, the Board of
Directors met 4 times. Each of the current directors who was on the Board of Directors during 2011 attended at
least 75% of the aggregate number of meetings held by the Board of Directors or committee on which the director served held during
2011.
The Company does not have a policy requiring
its directors to attend the Annual Meeting of Stockholders. All directors attended our 2011 Annual Meeting of Stockholders.
Board Leadership Structure
The Company does not have a policy regarding
whether the Chairman and Chief Executive Officer roles should be combined or separated. Rather, the Board retains flexibility
to choose its Chairman in any way that it deems best for the Company at any given time. The Company currently has a combined Chairman
and CEO position. Dang Yu Pan serves as our Chairman of the Board and Chief Executive Officer. The Board believes that
Dang Yu Pan’s in-depth knowledge of the battery industry and of the businesses and operations of the Company best equips
him to lead Board meetings and focus the Board discussions on the most critical issues, as well as fostering greater communication
between the Company’s management and the Board.
The Board believes that other aspects of
the current leadership structure ensure effective independent Board leadership and oversight of management. For example, the non-management
directors meet in executive sessions without our management without the CEO or any other members of management present. Non-management
directors are those directors who are not also our executive officers and include directors, if any, who are not independent by
virtue of the existence of a material relationship with our company. Executive sessions are led by our lead independent director
Mr. Ping Li. An executive session is typically held in conjunction with each regularly scheduled Audit Committee meeting and other
sessions may be called by the Audit Committee Chairman in his own discretion or at the request of the Board of Directors. The
independent directors met 4 times in executive session in 2011.
The Board’s Role in Risk Oversight
Our Company faces a variety of risks, including
investment risk, liquidity risk, and operational risk. It is management’s responsibility to manage the day-to-day risks
that we face and bring to the Board of Directors’ attention the most material risks to the Company. The Board of Directors
has oversight responsibility of the processes established by management to report and monitor systems for material risks applicable
to the Company, with the oversight of certain risk areas delegated to board committees. For example, our Compensation Committee
is responsible for assessing risks associated with our compensation programs, and our Audit Committee is responsible for overseeing
management of certain financial and regulatory risk areas. The Board’s oversight role is supported by management reporting
processes that are designed to provide the Board and committees visibility into the identification, assessment, and management
of critical risks.
The Director Nomination Process
Our Board of Directors considers nominees
from all sources, including stockholders. Stockholder nominees are evaluated by the same criteria used to evaluate potential nominees
from other sources. Minimally, nominees should have a reputation for integrity, honesty and adherence to high ethical standards.
They should have demonstrated business experience and the ability to exercise sound judgment in matters related to the current
and long-term objectives of the Company, and should be willing and able to contribute positively to the decision-making process
of the Company. In addition, they should not have, nor appear to have, a conflict of interest that would impair the nominee’s
ability to represent the interests of the Company or to fulfill the responsibilities of a director. Although the Board does not
maintain a formal policy regarding diversity, the Nominating Committee considers diversity to include diversity of backgrounds,
cultures, education, experience, skills, thought, perspectives, personal qualities and attributes, and geographic profiles (i.e.,
where the individuals have lived and worked), as well as race, ethnicity, gender, national origin and other categories. The value
of diversity on the Board should be considered and the particular or unique needs of the Company shall be taken into account at
the time a nominee is being considered. Our Nominating Committee and Board believe that a diverse representation on the Board
fosters a healthy, comprehensive, and balanced deliberative and decision-making process that is essential to the continued effective
functioning of the Board and continued success of the Company.
Additionally, the Board of Directors considers
the respective qualifications needed for directors serving on various committees of the Board, and serving as chairs of such committees,
should be taken into consideration. In recruiting and evaluating nominees, the Board of Directors considers the appropriate mix
of skills and experience and background needed for members of the Board and for members of each of the Board’s committees,
so that the Board and its committees have the necessary resources to perform their respective functions effectively. The Board
of Directors also believes that a prospective nominee should be willing to limit the number of other corporate boards on which
he or she serves so that the proposed director is able to devote adequate time to his or her duties to the Company, including
preparing for and attending Board and committee meetings. In addition, the re-nomination of existing directors is not viewed as
automatic, but based on continuing qualification under the criteria set forth above. In addition, the Board of Directors will
consider the existing director’s performance on the Board and on any committee on which such director serves, which will
include attendance at Board and committee meetings.
Director Nominees by Stockholders
.
The Board of Directors will consider nominees recommended in good faith by our stockholders as long as these nominees for the
appointment to the Board of Directors meet the requirements set forth above. Possible candidates who have been suggested by stockholders
are evaluated by the Board of Directors in the same manner as are other possible candidates. Stockholders wishing to suggest a
qualified director candidate for review and consideration by the Nominating Committee must provide a written statement to our
corporate secretary that includes the following information: a statement that the proposing stockholder is recommending a candidate
for consideration by the Nominating Committee; the candidate’s credentials and contact information; and the candidate’s
written consent to be considered a candidate. The Nominating Committee may request further information about the stockholder
recommended candidate in order to comply with any applicable laws, rules or regulations or to the extent that such information
is required to be provided by such stockholder pursuant to any applicable laws, rules or regulations. If a stockholder
submits a director recommendation in compliance with the procedure described above, the Nominating Committee will conduct an initial
evaluation of the proposed nominee and, if it determines the proposed nominee may be a qualified candidate, the Nominating Committee
and one or more members of our management team will interview the proposed nominee to determine whether he or she might be suitable
to be a director. If the Nominating Committee determines the proposed nominee would be a valuable addition to our Board of Directors,
based on the criteria for board membership described above and our Board of Directors' specific needs at the time, it will recommend
to our Board of Directors such person's nomination. In connection with its evaluation, the Nominating Committee may request additional
information from the proposed nominee and/or the proposing stockholder.
A stockholder may nominate an individual
to stand for election to our board of directors at our annual meeting of stockholders. See “Nominations and Stockholder
Proposals for 2013 Annual Meeting” below for information on submitting proposals to the Company.
Compensation Committee Interlocks and Insider Participation
During fiscal 2011, the Compensation Committee
of the Board of Directors was composed of the following directors:
·
Xinhai
Li (from January 1, 2011 to December 31, 2011)
·
Chao
Li (from January 1, 2011 to April 25, 2011)
·
T.
Joseph Fisher, III (from April 30, 2011 to December 31, 2011).
No member of the Compensation Committee
during fiscal 2011 is a former or current officer or employee of the Company or had any relationship requiring disclosure under
Item 404 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended. No interlocking relationship exists
between our board of directors and the board of directors or compensation committee of any other company.
Family Relationships
There are no family relationships among
any of the officers and directors.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the compensation
for the fiscal years ended December 31, 2011 and 2010 of the principal executive officer and up to two other officers who compensation
exceeded $100,000 during such years (our “named executive officers”).
Name and Position
|
|
Year
|
|
|
Salary
|
|
|
Bonus
|
|
|
Option
Awards (1)
|
|
|
All other
compensation
|
|
|
Total
|
|
Dang Yu Pan, CEO and
|
|
|
2011
|
|
|
$
|
44,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
18,000
|
(2)
|
|
$
|
62,000
|
|
Chairman
|
|
|
2010
|
|
|
$
|
18,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
25,000
|
(2)
|
|
$
|
43,000
|
|
Henry Sun (3)
|
|
|
2011
|
|
|
$
|
75,000
|
|
|
$
|
-
|
|
|
$
|
50,650
|
|
|
$
|
-
|
|
|
$
|
125,650
|
|
|
|
|
2010
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Bin Ran (4)
|
|
|
2011
|
|
|
$
|
72,982
|
|
|
$
|
-
|
|
|
$
|
31,619
|
|
|
$
|
-
|
|
|
$
|
104,601
|
|
|
|
|
2010
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
(1)
Represents the full grant date fair value computed in accordance with FASB ASC Topic 718. For assumptions used in calculation
of option awards, see Note 16 (Share Based Payment) to our consolidated financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2011.
(2) Fees earned or paid for
service as a director of the Company.
(3) Henry Sun was appointed
Chief Financial Officer and Corporate Secretary of the Company in January 2011.
(4) Bin Ran was appointed
Vice President of Strategy and Human Resources in March 2011.
Employment Agreements
and Termination of Employment
and Change of Control Arrangements
We do not have any
employment agreements with any of our named executive officers. On January 21, 2011, the Company granted Mr. Sun ten-year options
to purchase an aggregate of 250,000 shares of common stock at an exercise price of $3.55 per share, of which 25,000 are currently
vested. The remainder of the options vest as follows: 50,000 on November 1, 2012; 75,000 on November 1, 2013 and 100,000 on November
1, 2014. On January 21, 2011, the Company granted Mr. Ran ten-year options to purchase an aggregate of 100,000 shares of common
stock at an exercise price of $3.55 per share, of which 30,000 are currently vested. The remainder of the options vest as follows:
30,000 on June 1, 2013 and 40,000 on June 1, 2014.
Outstanding Equity Awards at 2011 Fiscal Year End
The following table sets forth the outstanding stock options
for each of our named executive officers as of December 31, 2011.
OUTSTANDING OPTION AWARDS AT FISCAL YEAR-END
|
Name
|
|
Number
of
Securities
Underlying
Unexercised
options
(#)
exercisable
|
|
|
Number
of
Securities
Underlying
Unexercised
options
(#)
unexercisable
|
|
|
Option
Exercise
Price
($)
|
|
|
Option
Expiration
Date
|
Henry Sun
|
|
|
25,000
|
|
|
|
225,000
|
|
|
|
3.55
|
|
|
1/11/2021
|
Bin Ran
|
|
|
10,000
|
|
|
|
90,000
|
|
|
|
3.55
|
|
|
1/11/2021
|
Director Compensation
The following table shows information regarding
the compensation earned during the fiscal year ended December 31, 2011 by members of board of directors. Compensation information
for Dang Yu Pan, our Chief Executive Officer and Chairman of the Board, is described in the summary compensation table above.
Name
|
|
Fees Earned or
Paid in Cash
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($) (1)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
Chao Li (2)
|
|
|
4,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,000
|
|
T. Joseph Fisher, III (3)
|
|
|
24,000
|
|
|
|
-
|
|
|
|
1,871
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
25,871
|
|
Xin Hai Li
|
|
|
11,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
11,000
|
|
Ping Li
|
|
|
11,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
11,000
|
|
_____________
(1)
Represents the full grant date fair value computed in accordance with FASB ASC Topic 718. For assumptions used in calculation
of option awards, see Note 16 (Share Based Payment) to our consolidated financial statements included in the Annual Report on
Form 10-K for the fiscal year ended December 31, 2011.
(2) Chao Li resigned from the Board of Directors on April 25,
2011.
(3) Mr. Fisher was appointed to the Board of Directors on April
30, 2011.
Dang Yu Pan and Wen Liang Li are management
board members. We offer our management board members a total compensation package, which includes salary, bonus and director fees,
based on benchmarks reported by Shenzhen Labor Bureau. Once determine the total compensation for our management board members
using the benchmarks, we allocate a portion of their total annual compensation to compensation for services rendered as board
members. In the future, we expect to continue to allocate a portion of our management board members’ total annual compensation
as compensation for their service as directors.
We do not have a formal policy with respect
to the compensation of our non-executive board members. We pay our non-executive directors for their services at the rate
of $1,500 to $3,000 per month.
Directors are eligible to receive, from
time to time, grants of options to purchase shares under our equity incentive plan.
Securities Authorized for Issuance under Equity Compensation
Plans
The following table provides information as of December 31,
2011 regarding compensation plans, including any individual compensation arrangements, under which equity securities of Highpower
International, Inc. are authorized for issuance.
Plan Category
|
|
Number
of Securities
to be issued
upon
exercise of
outstanding
options,
warrants
and rights
|
|
|
Weighted-
average
exercise
price of
outstanding
options,
warrants
and rights
|
|
|
Number
of securities
remaining
available for
future
issuance
under equity
compensation
plans
|
|
Equity compensation plans approved by security holders
|
|
|
640,000
|
|
|
$
|
3.04
|
|
|
|
1,343,000
|
|
Equity compensation plans not approved by security holders
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
-
|
|
|
|
N/A
|
|
|
|
1,343,000
|
|
As of October
8, 2012, there were
1,303,000
shares available for issuance pursuant to the Plan.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Beneficial ownership is determined in accordance
with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage of ownership of
that person, shares of common stock subject to options and warrants held by that person that are currently exercisable or become
exercisable within 60 days of the Record Date are deemed outstanding even if they have not actually been exercised. Those shares,
however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
The following table sets forth as of the
Record Date certain information with respect to beneficial ownership of our common stock based on 13,582,106 issued and outstanding
shares of common stock, by:
|
·
|
Each person known to be the beneficial owner of 5% or more of the outstanding common stock of our company;
|
|
·
|
Each named executive officer;
|
|
·
|
All of the executive officers and directors as a group.
|
The number of shares of our common stock
outstanding as of the Record Date excludes 47,500 shares of our common stock issuable upon exercise of outstanding warrants and
680,000 shares of our common stock issuable upon the exercise of outstanding options. Unless otherwise indicated, the
persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite
the stockholder’s name, subject to community property laws, where applicable. Unless otherwise indicated, the address of
each stockholder listed in the table is c/o Building A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang, Shenzhen, Guangdong,
518111, People’s Republic of China.
Name and Address
of Beneficial Owner
|
|
Title
|
|
Amount and
Nature of
Beneficial
Ownership
|
|
|
Percent of
Class
|
|
|
|
|
|
|
|
|
|
|
Directors and Executive Officers
|
|
|
|
|
|
|
|
|
Dang Yu Pan
|
|
Chief Executive Officer and
Chairman of the Board
|
|
|
2,932,073
|
(1)
|
|
|
21.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Wen Liang Li
|
|
Vice President, Chief Technology Officer and Director
|
|
|
2,034,770
|
|
|
|
15.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Henry Sun
|
|
Chief Financial Officer and Corporate Secretary
|
|
|
75,000
|
(2)
|
|
|
0.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Wen Wei Ma
|
|
Vice President of Manufacturing
|
|
|
924,897
|
|
|
|
6.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Bin Ran
|
|
Vice President of Strategy and Human Resources
|
|
|
30,000
|
(2)
|
|
|
0.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Xinhai Li
|
|
Director
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
T. Joseph Fisher, III
|
|
Director
|
|
|
5,000
|
(2)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
Ping Li
|
|
Director
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Officers and Directors as a Group (total of 10 persons)
|
|
|
|
|
6,133,740
|
(3)
|
|
|
44.8
|
%
|
* Less than 0.1%
____
(1) Includes 269,959 shares held
by a company that is 100% owned by Mr. Pan.
(2) Represents shares underlying options exercisable
within 60 days of the Record Date.
(3) Includes 110,000 shares issuable upon the exercise
of outstanding options exercisable within 60 days of the Record Date.
SECTION 16 (A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
The Company’s
securities are currently registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
As a result, and pursuant to Rule 16a-2 promulgated under the Exchange Act, the Company’s directors and officers and holders
of 10% or more of its common stock are currently required to file statements of beneficial ownership with regards to their ownership
of equity securities under Sections 13 or 16 of the Exchange Act. Based on a review of written representations from our executive
officers and directors and a review of Forms 3, 4 and 5 furnished to us, we believe that during the fiscal year ended December
31, 2011, the following directors, officers and owners of more than 10% failed to file, on a timely basis, reports required by
Section 16(a) of the Exchange Act.
·
Dang
Yu Pan failed to timely file a Form 5 reporting one transaction;
·
Henry
Sun failed to timely file a Form 4 to report a grant of options;
·
Bin
Ran and Michael Wang each failed to timely file a Form 3.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee consists of three non-employee
directors who are independent under the standards adopted by the Board of Directors and applicable NASDAQ Stock Market Rules and
SEC standards. The Audit Committee represents and assists the Board of Directors in fulfilling its responsibility for oversight
and evaluation of the quality and integrity of the Company’s financial statements, the Company’s compliance with legal
and regulatory requirements, the qualifications and independence of the Company’s registered public accounting firm and
the performance of the Company’s internal controls and of our independent registered public accounting firm.
The Audit Committee has reviewed and discussed
with the Company’s management, internal finance staff, internal auditors, the Company’s independent auditors, with
and without management present, the Company’s audited financial statements for the fiscal year ended December 31, 2011
and management’s assessment of the effectiveness of the Company’s internal controls over financial reporting. The
Audit Committee has also discussed with the Company’s independent auditors the results of the independent auditors’
examinations and the judgments concerning the quality, as well as the acceptability, of the Company’s accounting principles
and such other matters that the Company is required to discuss with the independent auditors under applicable rules, regulations
or generally accepted auditing standards (including Statement on Auditing Standards No. 114). In addition, the Audit Committee
has received from the independent auditors the written disclosures and the letter required by applicable requirements of the Public
Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning
independence, and has discussed with the independent auditors their independence from the Company and management, including a
consideration of the compatibility of non-audit services with their independence, the scope of the audit and the fees paid to
the independent auditors during the year.
Based on our review and the discussions
referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 for filing with the SEC.
Respectfully submitted,
Xinhai Li
Ping Li
T. Joseph Fisher, III
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Subsidiaries of Highpower International, Inc.
Hong Kong Highpower Technology Co., Ltd.
(“HKHT”) and Icon Energy System Co. Ltd., wholly-owned subsidiaries of Highpower International, Inc., and each of
HKHT’s wholly owned–subsidiaries Shenzhen Highpower, HZ Highpower Technology Co., Ltd., and SZ Springpower, and Shenzhen
Highpower’s wholly-owned subsidiary, HZ HTC and 60%-owned subsidiary Ganzhou Highpower Technology Co., Ltd., each have interlocking
executive and director positions with the Company.
Guarantee Agreements
Mr. Dang Yu Pan, our Chairman and Chief
Executive Officer, has provided personal guarantees under our outstanding banking facilities. SZ Highpower, SZ Springpower and
HKHTC also provided guarantees for fellow subsidiaries. The following table shows the amount outstanding on each of our bank loans
as of December 31, 2011 and the guarantors of each loan.
Name of Bank
|
|
Amount
Granted
|
|
|
Amount
Outstanding
Under Loan
|
|
|
Guaranteed by
|
Standard Chartered Bank(Hong Kong)
|
|
$
|
13.0 million
|
|
|
$
|
13.0 million
|
|
|
Cash(RMB) in bank
|
Shenzhen Development Bank Co., Ltd
|
|
$
|
15.9 million
|
|
|
$
|
10.8 million
|
|
|
Dang Yu Pan and SZ pringpower
|
Industrial and Commercial Bank of China
|
|
$
|
9.5 million
|
|
|
$
|
4.9 million
|
|
|
Dang Yu Pan, SZ Springpower and HKHTC
|
Citibank (Hong Kong) Co., Ltd.
|
|
$
|
3.0 million
|
|
|
$
|
0.1 million
|
|
|
SZ Highpower
|
Standard Chartered Bank Shenzhen branch
|
|
$
|
2.0 million
|
|
|
$
|
2.0 million
|
|
|
Dang Yu Pan and SZ Springpower
|
China Everbright Bank
|
|
$
|
7.9 million
|
|
|
$
|
3.1 million
|
|
|
Xiamen Tungsten Co., LTD
|
Wing Lung bank (Hong Kong)
|
|
$
|
5.2 million
|
|
|
$
|
0
|
|
|
|
Total:
|
|
$
|
56.5 million
|
|
|
$
|
33.9 million
|
|
|
|
Policy for Approval of Related Party Transactions
We do not currently have a formal related
party approval policy for review and approval of transactions required to be disclosed pursuant to Item 404 (a) of Regulation
S-K.
NOMINATIONS AND STOCKHOLDER PROPOSALS FOR
2013 ANNUAL MEETING
Proposals to be Included in Proxy Statement
Stockholders are hereby notified that if
they wish a proposal to be included in our proxy statement and form of proxy relating to the 2013 annual meeting of stockholders,
they must deliver a written copy of their proposal no later than June 17, 2013. If the date of next year’s annual meeting
is changed by more than 30 days from the date of this year’s meeting, then the deadline is a reasonable time before
we begin to print and mail proxy materials. Proposals must comply with the proxy rules relating to stockholder proposals, in particular
Rule 14a-8 under the Securities Exchange Act of 1934, in order to be included in our proxy materials.
Proposals to be submitted for the Annual Meeting
A stockholder may wish to have a proposal
presented at the 2013 annual meeting, but not to have such proposal included in the Company’s proxy statement and form of
proxy relating to that meeting. If notice of any such proposal is not received by the Company at its principal executive
offices on or before August 31, 2013 (45 calendar days prior to the anniversary of the mailing date of this proxy statement),
then such proposal shall be deemed “untimely” for purposes of Securities and Exchange Commission Rule 14a-4(c).
If the date of our 2013 annual meeting
has been changed by more than 30 days from the date of our 2012 annual meeting, stockholders’ written notices must be received
by us a reasonable time before we begin to print and mail proxy materials for our 2013 annual meeting.
Mailing Instructions
Proposals should be delivered to Highpower
International, Inc., Building A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang, Shenzhen, Guangdong, 518111, People’s
Republic of China, Attention: Dang Yu Pan. To avoid controversy and establish timely receipt by the Company, it is suggested that
stockholders send their proposals by certified mail, return receipt requested.
STOCKHOLDER COMMUNICATION WITH THE BOARD
OF DIRECTORS
Stockholders who wish to contact any of
our directors either individually or as a group may do so by writing to c/o Dang Yu Pan, Highpower International, Inc., Building
A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang, Shenzhen, Guangdong, 518111, People’s Republic of China, or by telephone
at (86) 755-89686238 specifying whether the communication is directed to the entire Board or to a particular director. Submitting
stockholders should indicate they are a stockholder of our company. Company personnel will screen stockholder communications and
depending on the subject matter, will: forward the inquiry to the chairman of our Board of Directors, who may forward the inquiry
to a particular director if the inquiry is directed towards a particular director; forward the inquiry to the appropriate personnel
within our company (for instance, if it is primarily commercial in nature); attempt to handle the inquiry directly (for instance,
if it is a request for information about our company or a stock-related matter); or not forward the inquiry, if it relates to
an improper or inappropriate topic or is otherwise irrelevant
OTHER BUSINESS
The Board of Directors does not know of
any other matter to be acted upon at the Annual Meeting. However, if any other matter shall properly come before the Annual Meeting,
the proxyholders named in the proxy accompanying this Proxy Statement will have authority to vote all proxies in accordance with
their discretion.
|
BY ORDER OF THE BOARD OF DIRECTORS
|
|
|
|
/s/ Henry Sun
|
|
Henry Sun, Chief Financial Officer and Corporate Secretary
|
|
on behalf of the Board of Directors
|
Dated: October 9, 2012
Shenzhen, China
ANNUAL MEETING OF STOCKHOLDERS OF
HIGHPOWER INTERNATIONAL, INC.
November 18, 2012, 10:00 a.m., China
Standard Time
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
â
Please detach along perforated line and mail in the envelope provided.
â
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
“FOR” THE NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSAL 2. PLEASE SIGN, DATE AND RETURN
THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE.
x
1.
|
|
Election of Directors
|
|
FOR ALL THE NOMINEES
|
|
WITHHOLD AUTHORITY FOR ALL NOMINEES
|
|
FOR ALL EXCEPT
(See instructions
below)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dang Yu Pan
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
Wen Liang Li
|
|
|
|
|
|
|
|
|
|
|
T. Joseph Fisher, III
|
|
|
|
|
|
|
|
|
|
|
Xinhai Li
|
|
|
|
|
|
|
|
|
|
|
Ping Li
|
|
|
|
|
|
|
|
|
INSTRUCTION:
To withhold authority to vote for
any individual nominee(s), mark “FOR ALL EXCEPT” and strike a line through the nominee’s name in the list below
NOMINEE:
Dang Yu Pan Wen Liang Li T. Joseph Fisher, III Xinhai Li Ping Li
|
|
|
2.
|
Ratify the selection of Marcum Bernstein & Pinchuk LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2012.
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
|
¨
|
|
¨
|
|
¨
|
|
|
Each of the persons named as proxies herein are authorized,
in such person’s discretion, to vote upon such other matters as may properly come before the Annual Meeting, or any adjournments
thereof.
To change the address on your account, please check the box
at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account
may not be submitted via this method.
¨
|
|
Please check here if you plan to attend the meeting.
|
£
|
|
Signature of
Stockholder:
|
|
Date:
|
|
Signature of Stockholder:
|
|
Date:
|
|
Note:
|
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder
should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the
signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer
is a partnership, please sign in partnership name by authorized person.
|
HIGHPOWER INTERNATIONAL, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 18, 2012
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned stockholder(s) of Highpower
International, Inc., a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy
Statement dated October 9, 2012, and hereby appoints Dang Yu Pan and Wen Liang Li, or either of them acting singly in the absence
of the other, with full power of substitution, as attorneys-in-fact and proxies for, and in the name and place of, the undersigned,
and hereby authorizes each of them to represent and to vote all of the shares which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of Highpower International, Inc. to be held on November 18, 2012, at 10:00 a.m., China Standard
Time, and at any adjournments thereof, upon the matters as set forth in the Notice of Annual Meeting of Stockholders and Proxy
Statement, receipt of which is hereby acknowledged.
THIS PROXY, WHEN PROPERLY EXECUTED AND
RETURNED IN A TIMELY MANNER, WILL BE VOTED AT THE ANNUAL MEETING AND AT ANY ADJOURNMENTS THEREOF IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER(S). IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED “FOR” ELECTION OF THE NOMINEES
LISTED IN PROPOSAL 1 AND “FOR” APPROVAL OF PROPOSAL 2. AS DESCRIBED IN THE PROXY, AND IN ACCORDANCE WITH
THE JUDGMENT OF THE PERSONS NAMED AS PROXIES HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
(continued, and to be signed and dated,
on reverse side)
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