-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BcUp6HVTFtZP6ni3fRM0Q9Ery/76iVRf/QpmocIiBQcDTG7eT7cY1V1Gd3hMilZU GZVez+2xijNnAs0/zhHz/w== 0001144204-07-060519.txt : 20071113 0001144204-07-060519.hdr.sgml : 20071112 20071113164223 ACCESSION NUMBER: 0001144204-07-060519 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071113 DATE AS OF CHANGE: 20071113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hong Kong Highpower Technology, Inc. CENTRAL INDEX KEY: 0001368308 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 204062622 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82015 FILM NUMBER: 071238818 BUSINESS ADDRESS: STREET 1: BLDG A1 LUOSHAN INDUSTRIAL ZONE STREET 2: SHANXIA PINGHU LONGGANG CITY: SHENZHEN GUANGDONG STATE: F4 ZIP: 518111 BUSINESS PHONE: 86 755 896 86238 MAIL ADDRESS: STREET 1: BLDG A1 LUOSHAN INDUSTRIAL ZONE STREET 2: SHANXIA PINGHU LONGGANG CITY: SHENZHEN GUANGDONG STATE: F4 ZIP: 518111 FORMER COMPANY: FORMER CONFORMED NAME: Hong Kong Highpower Technology DATE OF NAME CHANGE: 20071105 FORMER COMPANY: FORMER CONFORMED NAME: SRKP 11 INC DATE OF NAME CHANGE: 20060706 FORMER COMPANY: FORMER CONFORMED NAME: SKRP 11 INC DATE OF NAME CHANGE: 20060705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LI WEN LIANG CENTRAL INDEX KEY: 0001417876 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 86-755-89686238 MAIL ADDRESS: STREET 1: BUILDING A1 LUOSHAN INDUSTRIAL ZONE STREET 2: SHANXIA PINGHU LONGGANG CITY: SHENZHEN GUANGDONG STATE: F4 ZIP: 518111 SC 13D 1 v093463_sc-13d.htm Unassociated Document
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
 
HONG KONG HIGHPOWER TECHNOLOGY, INC.
(Name of Issuer)
 
Common Stock, $.0001 par value per share
(Title of Class of Securities)
 
43858B108
CUSIP

Wen Liang Li
Building A1, Luoshan Indistrial Zone
Shanxia, Pinghu, Longgang
Shenzhen, Guangdong, 518111
People’s Republic of China
(86) 755-89686238
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
(Copy to)
Katherine J. Blair, Esq.
Kirkpatrick & Lockhart Preston Gates Ellis LLP
10100 Santa Monica Blvd., 7th Floor
Los Angeles, CA 90067
Telephone (310) 552-5000 Facsimile (310) 552-5001
 
November 2, 2007
(Date of Event which Requires Filing of this Statement)
 
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 sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.
 
* 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 disclosures provided in a prior cover page.
 
The information required on 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).
 

 
CUSIP No. 43858B108
1.     Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only).
Wen Liang Li
 
2.     Check the Appropriate Box if a Member of a Group (See Instructions)
(A)    o
(B)     o
 
3.     SEC Use Only
 
4.     Source of Funds (See Instructions)
OO
 
5.     Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   o
 
6.     Citizenship or Place of Organization: People’s Republic of China
 
Number of Shares Beneficially Owned by Each Reporting Person With:
7.     Sole Voting Power
 
3,255,632
8.     Shared Voting Power
 
0
9.     Sole Dispositive Power
 
3,255,632
10.    Shared Dispositive Power
 
0
11.     Aggregate Amount Beneficially Owned by Each Reporting Person
3,255,632
 
12.    Check if the Aggregate Amount In Row 11 Excludes Certain Shares (See Instructions)
o 
 
13.    Percent of Class Represented by Amount in Row 11
15.9%(1)
 
14.    Type of Reporting Person (See Instructions)
IN
 
 
(1) Based on 20,478,090 shares of Common Stock outstanding as of November 2, 2007.
 
2

 
Item 1. Security and Issuer

This Schedule 13D (the "Schedule") relates to the common stock, $0.0001 par value ("Common Stock") of Hong Kong Highpower Technology, Inc. (the “Issuer”). The principal executive offices of the Issuer are presently located at Building A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang, Shenzhen, Guangdong, 518111, People’s Republic of China.
 
Item 2. Identity and Background
 
(a)  This Schedule 13D is being filed on behalf of Wen Liang Li. The person named in this paragraph is sometimes referred to individually herein as the “Reporting Person”. The Reporting Person is an executive officer of Hong Kong Highpower Technology, Inc., with its principal office located at A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang, Shenzhen, Guangdong, 518111, People’s Republic of China.
 
(b)  Wen Liang Li is the Vice President, Chief Technology Officer and a Director of the Issuer.
 
(c) During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(d) During the past five years, the Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it 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 violation with respect to such laws.
 
(e) The Reporting Person is a citizen of the People’s Republic of China.
 
Item 3. Source and Amount of Funds or Other Consideration
 
On October 20, 2007, the Issuer entered into a Share Exchange Agreement (the “Exchange Agreement”) with Hong Kong Highpower Technology Company Limited, a Hong Kong corporation (“HKHT”) and all of the shareholders of HKHT holding 100% of the issued and outstanding securities of HKHT. Pursuant to the Exchange Agreement, the Issuer issued 14,798,328 shares of its common stock to these shareholders in exchange for 100% of the issued and outstanding capital stock of HKHT (the “Share Exchange”). Upon the closing of the Share Exchange, the Issuer (i) became the 100% parent of HKHT, (ii) assumed the operations of HKHT and its subsidiaries and (iii) changed its name from SRKP 11, Inc. to Hong Kong Highpower Technology, Inc. The Share Exchange closed on November 2, 2007.
 
The foregoing summary of the Share Exchange is qualified in its entirety by reference to the copy of the Exchange Agreement, which is incorporated herein by reference in its entirety, filed as Exhibit 2.1 to the Issuer's current report on Form 8-K filed with the Securities Exchange Commission on November 5, 2007.
 
Item 4. Purpose of Transaction
 
The securities of the Issuer were acquired by the Reporting Person in connection with the Share Exchange. See Item 3 of this Schedule, which is hereby incorporated by reference.
 
Pursuant to the terms of the Share Exchange, the Reporting Person became the Vice President, Chief Technology Officer and Director of the Issuer. The Reporting Person held executive positions with HKHT prior to the Share Exchange.
 
The Reporting Person reserves the right to actively pursue various proposals which could relate to or would result in:
 
3

 
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
 
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
 
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
 
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
 
(e) Any material change in the present capitalization or dividend policy of the Issuer;
 
(f) Any other material change in the Issuer's business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
 
(g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
 
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
 
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
 
(j) Any action similar to any of those enumerated above.
 
Item 5. Interest in Securities of the Issuer
 
(a) The aggregate number and percentage of class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person named in Item 2 may be found in rows 11 and 13 of the Cover Page relating to the Reporting Person, which is hereby incorporated by reference.
 
(b) The powers that the Reporting Person identified in the preceding paragraph 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) All transactions in the class of securities reported on effected by any of the persons named in Item 5(a) during the past 60 days may be found in Item 3.
 
(d) None.
 
(e) Not applicable.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
The information provided in Item 4 is hereby incorporated by reference. To the best of the knowledge of the Reporting Person, there are no other contracts, arrangements, understandings or relationships.
 
4

 
Item 7. Material to Be Filed as Exhibits
 
1.  
Share Exchange Agreement, dated as of October 20, 2007, by and among SRKP 11, Inc., Hong Kong Highpower Technology Company Limited (“HKHT”) and all of the shareholders of HKHT including the Reporting Person (incorporated by reference from Exhibit 2.1 to the Issuer's current report on Form 8-K filed with the Securities Exchange Commission on November 5, 2007).
 
5

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: November 13, 2007
 
     
/s/ Wen Liang Li    

Wen Liang Li
   
 
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
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