0001144204-19-033485.txt : 20190702 0001144204-19-033485.hdr.sgml : 20190702 20190702093122 ACCESSION NUMBER: 0001144204-19-033485 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20190702 DATE AS OF CHANGE: 20190702 GROUP MEMBERS: ADVANCE PRIDE INTERNATIONAL LTD GROUP MEMBERS: HPJ PARENT LTD GROUP MEMBERS: WEN LIANG LI GROUP MEMBERS: WEN WEI MA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Highpower International, Inc. CENTRAL INDEX KEY: 0001368308 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 204062622 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82015 FILM NUMBER: 19935454 BUSINESS ADDRESS: STREET 1: BUILDING A1, 68 XINXIA STREET STREET 2: PINGHU, LONGGANG, SHENZHEN CITY: GUANGDONG STATE: F4 ZIP: 518111 BUSINESS PHONE: 86 755 896 86238 MAIL ADDRESS: STREET 1: BUILDING A1, 68 XINXIA STREET STREET 2: PINGHU, LONGGANG, SHENZHEN CITY: GUANGDONG STATE: F4 ZIP: 518111 FORMER COMPANY: FORMER CONFORMED NAME: Hong Kong Highpower Technology, Inc. DATE OF NAME CHANGE: 20071105 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAN DANG YU CENTRAL INDEX KEY: 0001417877 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: BUILDING A1, LUOSHAN INDUSTRIAL ZONE STREET 2: SHANXIA, PINGHU, LONGGANG CITY: SHENZHEN, GUANGDONG STATE: F4 ZIP: 518111 SC 13D/A 1 tv524625_sc13da.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

Under the Securities Act of 1934

(Amendment No. 6) *

HIGHPOWER INTERNATIONAL, INC.

(Name of Issuer)

COMMON STOCK, $0.0001 Par Value Per Share

(Title of Class of Securities)

43113X101

(CUSIP Number)

Dang Yu (George) Pan

Building A1, 68 Xinxia Street

Pinghu, Longgang

Shenzhen Guangdong 518111

People’s Republic of China

Tel: 86-755-89686238

with copies to:

Jie (Jeffrey) Sun, Esq.	Richard V. Smith, Esq.
Orrick, Herrington & Sutcliffe LLP	Orrick, Herrington & Sutcliffe LLP
47/F Park Place, 1601 Nanjing Road West	The Orrick Building, 405 Howard Street
Shanghai, 200040, People’s Republic of China	San Francisco, CA 94105, USA
Tel: 86-21-61097103	Tel: +1 (415) 773-5830

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 28, 2019

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See§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 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).

(Continued on the following pages)

CUSIP No. 43113X101

Page 1 of 12

1	NAMES OF REPORTING PERSONS Dang Yu (George) Pan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – See Item 3
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

SOLE VOTING POWER

SHARED VOTING POWER

5,125,008⁽¹⁾

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

5,125,008 ⁽¹⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,125,008 ⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.8% ⁽²⁾
14	TYPE OF REPORTING PERSON IN

(1) Includes 3,141,361 shares of Common Stock held directly or indirectly by Mr. Dang Yu (George) Pan and 1,983,647 shares of Common Stock held directly or indirectly by the other Reporting Persons (as defined below), in each case including (i) Common Stock, including restricted Common Stock, and (ii) Common Stock issuable within 60 days after the date hereof upon exercise of certain options of the Issuer. Advance Pride International Limited, a British Virgin Islands company, is 100% owned by Mr. Dang Yu (George) Pan, and Mr. Pan is the sole director of Advance Pride International Limited. Advance Pride International Limited directly holds 269,959 shares of Common Stock of the Issuer. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, Mr. Pan may be deemed to beneficially own all of the shares held by Advance Pride International Limited in the Issuer and share with Advance Pride International Limited the voting power and dispositive power of such shares. See Item 5.

(2) Such percentage is based upon a total of 15,642,704 shares of Common Stock, including (i) 15,567,953 shares of Common Stock issued and outstanding as of June 27, 2019, as represented by the Issuer in the Agreement and Plan of Merger, dated as of June 28, 2019, among HPJ Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, HPJ Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of HPJ Parent Limited, and the Issuer, which agreement is filed herewith as Exhibit 7.05, and (ii) 74,751 shares of Common Stock issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons.

CUSIP No. 43113X101

Page 2 of 12

1	NAMES OF REPORTING PERSONS Advance Pride International Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – See Item 3
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

269,959 ⁽¹⁾

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

269,959 ⁽¹⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 269,959
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% ⁽²⁾
14	TYPE OF REPORTING PERSON CO

(1) Advance Pride International Limited is 100% owned by Mr. Dang Yu (George) Pan, and Mr. Pan is the sole director of Advance Pride International Limited. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, Mr. Pan may be deemed to beneficially own all of the shares held by Advance Pride International Limited in the Issuer and share with Advance Pride International Limited the voting power and dispositive power of such shares. See Item 5.

(2) Such percentage is based upon 15,567,953 shares of Common Stock issued and outstanding as of June 27, 2019, as represented by the Issuer in the Agreement and Plan of Merger, dated as of June 28, 2019, among HPJ Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, HPJ Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of HPJ Parent Limited, and the Issuer, which agreement is filed herewith as Exhibit 7.05.

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Page 3 of 12

1	NAMES OF REPORTING PERSONS Wen Liang Li
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – See Item 3
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

SOLE VOTING POWER

SHARED VOTING POWER

5,125,008 ⁽¹⁾

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

5,125,008 ⁽¹⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,125,008 ⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.8% ⁽²⁾
14	TYPE OF REPORTING PERSON IN

(1) Includes 1,519,805 shares of Common Stock held directly or indirectly by Mr. Wen Liang Li and 3,605,203 shares of Common Stock held directly or indirectly by the other Reporting Persons, in each case including (i) Common Stock, including restricted Common Stock, and (ii) Common Stock issuable within 60 days after the date hereof upon exercise of certain options of the Issuer. See Item 5.

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Page 4 of 12

1	NAMES OF REPORTING PERSONS Wen Wei Ma
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – See Item 3
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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

SOLE VOTING POWER

SHARED VOTING POWER

5,125,008 ⁽¹⁾

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

5,125,008 ⁽¹⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,125,008 ⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.8% ⁽²⁾
14	TYPE OF REPORTING PERSON IN

(1) Includes 463,842 shares of Common Stock held directly or indirectly by Mr. Wen Wei Ma and 4,661,166 shares of Common Stock held directly or indirectly by the other Reporting Persons, in each case including (i) Common Stock, including restricted Common Stock, and (ii) Common Stock issuable within 60 days after the date hereof upon exercise of certain options of the Issuer. See Item 5.

CUSIP No. 43113X101

Page 5 of 12

1	NAMES OF REPORTING PERSONS HPJ Parent Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO – See Item 3
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

5,050,257 ⁽¹⁾

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

5,050,257 ⁽¹⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,050,257 ⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.4% ⁽²⁾
14	TYPE OF REPORTING PERSON CO

(1) Includes 5,050,257 shares of Common Stock held directly or indirectly by the other Reporting Persons, including restricted Common Stock. HPJ Parent Limited is controlled by Mr. Dang Yu (George) Pan, and Mr. Pan is a director of HPJ Parent Limited. Pursuant to the Equity Contribution and Voting Agreement as described in Item 4, HPJ Parent Limited has the irrevocable proxy to vote the Rollover Shares (as defined below) held by the other Reporting Persons as indicated in the Equity Contribution and Voting Agreement. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, HPJ Parent Limited may be deemed to beneficially own all of the Rollover Shares held by the other Reporting Persons in the Issuer and share with the other Reporting Persons the voting power and dispositive power of such shares. See Item 5.

(2) Such percentage is based upon a total of 15,567,953 shares of Common Stock issued and outstanding as of June 27, 2019, as represented by the Issuer in the Agreement and Plan of Merger, dated as of June 28, 2019, among HPJ Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, HPJ Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of HPJ Parent Limited, and the Issuer, which agreement is filed herewith as Exhibit 7.05.

CUSIP No. 43113X101

Page 6 of 12

EXPLANATORY NOTE

This Amendment No. 6 to Schedule 13D ("Amendment No. 6") is being jointly filed by Dang Yu (George) Pan, Advance Pride International Limited, Wen Liang Li, Wen Wei Ma and HPJ Parent Limited (collectively, the “Reporting Persons”) as an amendment to that certain Schedule 13D filed by Dang Yu (George) Pan 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, Amendment No. 2 to Schedule 13D filed with the SEC on February 14, 2018, Amendment No. 3 to Schedule 13D filed with the SEC on June 5, 2018, Amendment No. 4 to Schedule 13D filed with the SEC on March 15, 2019 and Amendment No. 5 to Schedule 13D filed with the SEC on April 24, 2019 (collectively, the "Schedule 13D"). Except as amended and supplemented herein, the information set forth in the Schedule 13D remains unchanged. Capitalized terms used herein without definition have meanings assigned thereto in the Schedule 13D.

Item 2.

Identity and Background.

The first paragraph of (a) — (c) and (f) of Item 2 is amended and restated as follows.

(a) — (c) and (f) This Schedule 13D is filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act by reason of the Proposal Letter, the Consortium Agreement, the Supplemental Letter, the Merger Agreement, the Equity Contribution and Voting Agreement and the Interim Investors Agreement as described in Item 4 below. Each Reporting Person (other than Advance Pride, and other than HPJ Parent Limited which may be deemed to beneficially own only 5,050,257 shares of Common Stock) may be deemed to beneficially own the total of 5,125,008 shares of Common Stock beneficially owned by all the Reporting Persons because they may be deemed to constitute a “group.” Each Reporting Person expressly disclaims beneficial ownership of any Common Stock directly or indirectly held by the other Reporting Persons, and does not affirm membership in a “group” (within the meaning of Rule 13d-5(b) under the Act) with the other Reporting Persons, and this Schedule 13D shall not be construed as acknowledging that any of the Reporting Persons beneficially owns any Common Stock directly or indirectly held by the other Reporting Persons or any other person or is a member of a group with the other Reporting Persons or any other person. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).

Item 2 is further supplemented by adding the following:

HPJ Parent Limited (“Parent”) is an exempted company incorporated with limited liability under the laws of the Cayman Islands. Parent is currently controlled by Mr. Pan. Mr. Pan and Mr. Haoyi Yang are the directors of Parent. Parent was formed as a transaction vehicle for the Transactions (as defined below), and its principal business is investment holding. The address of the principal office of Parent is 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. Mr. Haoyi Yang is a Hong Kong resident. His business address is 39/F, One Exchange Square, Central, Hong Kong, and his present principal occupation is the management director of Essence International Financial Holdings Ltd., which engages in financial services and whose business address is 39/F, One Exchange Square, Central, Hong Kong.

During the five years preceding the date of this filing, neither Parent, nor to Parent’s knowledge, Mr. Haoyi Yang has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

Item 4.

Purpose of Transaction.

Item 4 is supplemented by adding the following:

Merger Agreement

On June 28, 2019, (i) Parent, (ii) HPJ Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and (iii) the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for the merger of Merger Sub with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. Parent is or will be owned by Mr. Dang Yu (George) Pan, Chairman of the Board of Directors and Chief Executive Officer and stockholder of the Issuer, Mr. Wen Liang Li, a director and stockholder of the Issuer, Mr. Wen Wei Ma, a stockholder of the Company, and Essence International Capital Limited, a company incorporated in Hong Kong (“Essence”).

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (“Effective Time”), each share of Common Stock issued and outstanding immediately prior to the Effective Time, other than shares of the Common Stock held by (a) Messrs. Pan, Li or Ma or their respective affiliates (collectively, the “Rollover Stockholders”) or Parent or, the Issuer or any of their respective subsidiaries or (b) stockholders who have validly exercised their appraisal rights under the General Corporation Law of the State of Delaware, will be converted into the right to receive US$4.80 in cash without interest (the “Merger Consideration”).

CUSIP No. 43113X101

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Pursuant to the Merger Agreement, at the Effective Time, each stock option to purchase shares of the Common Stock (each, an “Option”) that is outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) will be canceled and converted into the right to receive, on the next regularly scheduled employee payroll date in the jurisdiction of the holder of such Option, an amount in cash equal to the product of the excess, if any, of the Merger Consideration over the exercise price per share of the Option. Each outstanding Option that has an exercise price equal to or greater than the Merger Consideration will be cancelled without the right to receive any consideration. At the Effective Time and following the contribution of the Rollover Shares (as hereinafter defined) to Parent, each unvested restricted share of Common Stock granted pursuant to an incentive award that is outstanding immediately prior to the Effective Time will be treated in the same manner as outstanding shares of Common Stock at the Effective Time, as previously described herein.

Consummation of the Merger is subject to various closing conditions, including, among others, (1) the adoption of the Merger Agreement by the affirmative vote of the holders of (a) at least a majority of all outstanding shares of Common Stock and (b) at least a majority of all outstanding shares of Common Stock held by stockholders other than Essence, the Rollover Stockholders, or any of their respective affiliates, officers and directors, and in each case, other than Parent and Merger Sub (together, the “Company Stockholder Approval”), (2) the absence of any law or order that enjoins, restrains, prohibits or otherwise makes illegal the consummation of the Merger and the transactions contemplated by the Merger Agreement (the “Transactions”), and (3) obtaining any material consents, approvals or other authorizations of any governmental authority required to consummate the Transactions (the “Governmental Approvals”). Each party’s obligation to consummate the Merger also is subject to certain additional conditions that include the accuracy of the other party’s representations and warranties contained in the Merger Agreement (subject to certain materiality qualifiers) and the other party’s compliance with its covenants and agreements contained in the Merger Agreement in all material respects.

The Issuer, Parent and Merger Sub have made customary representations and warranties in the Merger Agreement. Many of the representations made by the Issuer are subject to, and qualified by, a “Company Material Adverse Effect” standard. The Company has agreed to various customary covenants and agreements, including, among others, (1) agreements to conduct its business in the ordinary course during the period between the execution of the Merger Agreement and the Effective Time, (2) not to engage in certain kinds of transactions during this period, (3) to convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval and (4) subject to certain exceptions, not to withhold, withdraw, amend or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend or modify in a manner adverse to Parent the recommendation of the Board that the Issuer’s stockholders approve the Merger Agreement.

Pursuant to the Merger Agreement, until the Effective Time or, if earlier, the termination of the Merger Agreement, the Issuer is subject to customary “no-shop” restrictions on its ability to solicit and engage in discussions and negotiations with respect to alternative Acquisition Proposals (as defined in the Merger Agreement). Notwithstanding this limitation, the Issuer may under certain circumstances provide information to and participate in discussions or negotiations with third parties with respect to any unsolicited alternative Acquisition Proposal, subject to the limitations and requirements set forth in the Merger Agreement, including that, the Board has determined that (1) the Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal (as defined in the Merger Agreement), and (2) in light of such Superior Proposal, the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law.

The Merger Agreement contains certain termination rights for the Issuer and Parent, including to enter into an agreement with respect to a Superior Proposal. Upon termination of the Merger Agreement under specified circumstances, including in connection with entry into an agreement with respect to a Superior Proposal, the Issuer will be required to pay Parent (or its designee) a termination fee of $2,365,000. The Merger Agreement also provides that Parent will be required to pay the Issuer (or its designee) a termination fee of $4,730,000 in certain other circumstances, including in connection with a termination by the Issuer as a result of a breach by Parent or Merger Sub of its representations, warranties, covenants and agreements set forth in the Merger Agreement or the failure of Parent to fund the Exchange Fund (as defined in the Merger Agreement) when all other conditions to closing the Transactions have been satisfied. Subject to certain limitations, either party may terminate the Merger Agreement if the Merger is not consummated by December 31, 2019, as may be extended automatically for three months in order to obtain the Governmental Approvals.

If the transactions contemplated by the Merger Agreement are consummated, the Issuer will become a privately-held company beneficially owned by Parent, and its Common Stock will no longer be listed on the Nasdaq Stock Market LLC (Nasdaq Global Market).

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Equity Contribution and Voting Agreement

Concurrently with the execution of the Merger Agreement, the Rollover Stockholders entered into an Equity Contribution and Voting Agreement with Parent (the “Equity Contribution and Voting Agreement”), pursuant to which each of the Rollover Stockholders agreed to, immediately prior to the closing of the Merger, contribute certain Common Stock beneficially owned by it (which represent approximately 32% of the Issuer’s total issued and outstanding shares of Common Stock, the “Rollover Shares”) to Parent in exchange for newly issued shares of common stock of Parent, par value $0.0001 per share.

In addition, pursuant to the Equity Contribution and Voting Agreement, the Rollover Stockholders also agreed with Parent that, until the Effective Time or the termination of the Merger Agreement, (i) when a meeting of the shareholders of the Issuer is held, to appear at such meeting or otherwise cause their Rollover Shares to be counted as present for purposes of calculating a quorum and ensure any vote at such meeting will be a poll vote and (ii) to vote or otherwise cause to be voted at such meeting all of their Rollover Shares (A) in favor of the adoption of the Merger Agreement and any related action reasonably required in furtherance thereof, (B) against any other Acquisition Proposal, (C) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or the Equity Contribution and Voting Agreement or the performance by such Rollover Stockholder of its obligations under the Equity Contribution and Voting Agreement, (D) against any action, proposal, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Issuer contained in the Merger Agreement, or of such Rollover Stockholder contained in the Equity Contribution and Voting Agreement, (E) in favor of any adjournment of any shareholders’ meeting as may be requested by Parent and (F) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement. Under the Equity Contribution and Voting Agreement, each Rollover Stockholder appointed Parent and any other designee of Parent such Rollover Stockholder’s irrevocable (for the period until termination of the Equity Contribution and Voting Agreement in accordance with its terms) proxy and attorney-in-fact (with full power of substitution) to vote its respective Rollover Shares as indicated above.

Furthermore, in connection with the consummation of the Transactions and pursuant to a subscription agreement to be entered into by Mr. Dang Yu (George) Pan and Parent, upon the terms and subject to the conditions of such subscription agreement, Mr. Pan will contribute, or cause to be contributed, as an equity contribution to Parent, an aggregate amount equal to US$2,000,000 in exchange for newly issued shares of common stock of Parent, par value $0.0001 per share.

Equity Commitment Letter

Concurrently with the execution of the Merger Agreement, Essence entered into an Equity Commitment Letter (the “Equity Commitment Letter”) with Parent, pursuant to which Essence committed, on the terms and subject to the conditions set forth therein, to contribute, or cause to be contributed, as an equity contribution to Parent, an aggregate amount equal to US$51,136,733.00, which, to the extent necessary, will be used to (i) fund a portion of the Exchange Fund and any other amounts required to be paid by Parent or Merger Sub pursuant to the Merger Agreement and (ii) pay related fees and expenses or reimbursements of expenses (subject to certain exclusions).

Limited Guarantee

Concurrently with the execution of the Merger Agreement, Essence entered into a Limited Guarantee (the “Limited Guarantee”) with the Issuer, pursuant to which Essence guaranteed to the Issuer, on the terms and subject to the conditions set forth therein, 100% of Parent’s obligation to (i) pay the Parent Termination Fee (as defined under the Merger Agreement) if and when required pursuant to Section 9.03(c) of the Merger Agreement, (ii) the reimbursement obligations pursuant to Section 9.03(e) of the Merger Agreement, (iii) the indemnification and expense reimbursement obligations of Parent pursuant to Section 7.14 of the Merger Agreement, (iv) all costs and expenses (including attorney’s fees and expenses) reasonably incurred by the Issuer in connection with the enforcement of its rights under Section 10.06 of the Merger Agreement that results in a judgment against Parent, Merger Sub or Essence, and (v) the costs of collection and reasonable expenses (including attorneys’ fees) incurred by the Issuer in connection with the Issuer’s enforcement of its rights under the Limited Guarantee (collectively, the “Guaranteed Obligation”). Essence will in no event be required to pay more than US$5,000,000 under or in respect of the Limited Guarantee.

The Limited Guarantee will terminate upon the earliest to occur of (i) the closing (as defined under the Merger Agreement), (ii) the payment in full of the Guaranteed Obligation, (iii) the date that is six (6) months from the date of termination of the Merger Agreement under circumstances in which any portion of the Guaranteed Obligation is payable (unless the Issuer has made a claim under the Limited Guarantee prior to such date, in which case the relevant date shall be the date that such claim is finally settled or otherwise resolved either in a final judicial determination or by agreement of the Issuer and Essence and the Guaranteed Obligation finally determined or agreed to be owed by Essence is satisfied in full) and (iv) the termination of the Merger Agreement under circumstances in which no portion of the Guaranteed Obligation is payable.

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Interim Investors Agreement

Concurrently with the execution of the Merger Agreement, the Rollover Stockholders and Essence entered into an interim investors agreement (the “Interim Investors Agreement”) with Parent and Merger Sub, which provides for certain terms and conditions that will govern the actions of Parent and Merger Sub and the relationship among the Rollover Stockholders and Essence with respect to the Merger Agreement, the Equity Commitment Letter, the Equity Contribution and Voting Agreement and the Limited Guarantee, and the transactions contemplated by each.

Among others, the Interim Investors Agreement provides that, subject to certain conditions and restrictions, (i) each of Mr. Dang Yu (George) Pan and Essence (the “Requisite Investors”) acting jointly will have the sole power, authority and discretion to cause Parent and Merger Sub to take any action or refrain from taking any action in order for Parent and Merger Sub to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, and (ii) Parent will, at the direction of the Requisite Investors, enforce the provisions of the Equity Commitment Letter and the Equity Contribution and Voting Agreement in accordance with the terms of the Merger Agreement, the Equity Commitment Letter and the Equity Contribution and Voting Agreement.

The descriptions of the Merger Agreement, the Equity Contribution and Voting Agreement, the Equity Commitment Letter, the Limited Guarantee and the Interim Investors Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, the Equity Contribution and Voting Agreement, the Equity Commitment Letter, the Limited Guarantee and the Interim Investors Agreement, which have been filed as Exhibits 7.05, 7.06, 7.07, 7.08 and 7.09 respectively to this statement and are incorporated herein by this reference in their entirety.

Item 5.

Interest in Securities of the Company.

Items 5(a), (b) and (c) are amended and restated as follows.

The information contained on each of the cover pages of this Amendment No. 6 and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference.

(a) As of the date hereof, Mr. Dang Yu (George) Pan beneficially owns, excluding the Common Stock directly or indirectly held by the other Reporting Persons (other than Advance Pride), an aggregate of 3,141,361 shares of Common Stock, comprising (i) 2,871,402 shares of Common Stock, including 48,588 shares of Common Stock issuable within 60 days after the date hereof upon exercise of certain options of the Issuer, directly held by Mr. Pan, and (ii) 269,959 shares of Common Stock indirectly held by Mr. Pan through Advance Pride, which Common Stock in (i) and (ii) collectively represent approximately 20.1% of the outstanding shares of Common Stock. Advance Pride, a British Virgin Islands company, is 100% owned by Mr. Pan, and Mr. Pan is the sole director of Advance Pride. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, Mr. Pan may be deemed to beneficially own all of the shares held by Advance Pride in the Issuer. The above disclosure of percentage information was calculated based on a total of 15,616,541 shares of Common Stock, including (i) 15,567,953 shares of Common Stock issued and outstanding as of June 27, 2019, as represented by the Issuer in the Merger Agreement, and (ii) 48,588 shares of Common Stock issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by Mr. Pan.

As of the date hereof, Advance Pride directly holds 269,959 shares of Common Stock, which represent approximately 1.7% of the outstanding shares of Common Stock. The above disclosure of percentage information was calculated based on 15,567,953 shares of Common Stock issued and outstanding as of June 27, 2019, as represented by the Issuer in the Merger Agreement.

As of the date hereof, Mr. Wen Liang Li beneficially owns, excluding the Common Stock directly or indirectly held by the other Reporting Persons, 1,519,805 shares of Common Stock, including 18,688 shares of Common Stock issuable within 60 days after the date hereof upon exercise of certain options of the Issuer and representing approximately 9.8% of the outstanding shares of Common Stock. The above disclosure of percentage information was calculated based on a total of 15,586,641 shares of Common Stock, including (i) 15,567,953 shares of Common Stock issued and outstanding as of June 27, 2019, as represented by the Issuer in the Merger Agreement, and (ii) 18,688 shares of Common Stock issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by Mr. Li.

As of the date hereof, Mr. Wen Wei Ma beneficially owns, excluding the Common Stock directly or indirectly held by the other Reporting Persons, 463,842 shares of Common Stock, including 7,475 shares of Common Stock issuable within 60 days after the date hereof upon exercise of certain options of the Issuer and representing approximately 3.0% of the outstanding shares of Common Stock. The above disclosure of percentage information was calculated based on a total of 15,575,428 shares of Common Stock, including (i) 15,567,953 shares of Common Stock issued and outstanding as of June 27, 2019, as represented by the Issuer in the Merger Agreement, and (ii) 7,475 shares of Common Stock issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by Mr. Ma.

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As of the date hereof, excluding the Common Stock directly or indirectly held by the other Reporting Persons, neither Parent nor Mr. Haoyi Yang beneficially owns any share of Common Stock.

Pursuant to Rule 13d-5(b) of the Act, the Reporting Persons (other than Advance Pride, and other than Parent which may be deemed to beneficially own only 5,050,257 shares of Common Stock) may be deemed, by reason of the Proposal Letter, the Consortium Agreement, the Supplemental Letter, the Merger Agreement and the Equity Contribution and Voting Agreement as described in Item 4 above, to beneficially own the total of 5,125,008 shares of Common Stock beneficially owned by all the Reporting Persons, as a “group” (within the meaning of Rule 13d-5(b) under the Act), which constitute approximately 32.8% of the outstanding shares of Common Stock. The above disclosure of percentage information was calculated based on a total of 15,642,704 shares of Common Stock, including (i) 15,567,953 shares of Common Stock issued and outstanding as of June 27, 2019, as represented by the Issuer in the Merger Agreement, and (ii) 74,751 shares of Common Stock issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by the Reporting Persons.

(b) The powers that a Reporting Person has relative to the shares discussed herein may be found in rows 7 through 10 of the Cover Page relating to such Reporting Person, which is hereby incorporated by reference.

(c) Except as set forth under Item 4 and this Item 5, the Reporting Persons have not effected any transactions in the class of securities reported herein in the last 60 days.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Company.

Items 6 is amended and restated as follows.

The information regarding the Proposal Letter, the Consortium Agreement, the Supplemental Letter, the Merger Agreement, the Equity Contribution and Voting Agreement, the Equity Commitment Letter, the Limited Guarantee and the Interim Investors Agreement under Item 4 is incorporated herein by reference in its entirety.

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Item 7.

Material to be Filed as Exhibits.

Exhibit 7.01: * Joint Filing Agreement by and between the Reporting Persons, dated as of March 15, 2019.

Exhibit 7.02: Proposal Letter from Dang Yu (George) Pan to the board of directors of the Issuer, dated as of June 2, 2018 (incorporated herein by reference to Exhibit 99.1 to Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 4, 2018).

Exhibit 7.03: * Consortium Agreement by and among Dang Yu (George) Pan, Wen Liang Li, Wen Wei Ma, and Essence International Financial Holdings (Hong Kong) Limited, dated as of March 13, 2019.

Exhibit 7.04: **Letter from Dang Yu (George) Pan to the special committee of the board of directors of the Issuer, dated as of April 18, 2019.

Exhibit 7.05: Agreement and Plan of Merger by and among the Issuer, Parent and Merger Sub, dated as of June 28, 2019 (incorporated herein by reference to Exhibit 2.1 to Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 28, 2019).

Exhibit 7.06: Equity Contribution and Voting Agreement by and among Parent and the Rollover Stockholders, dated as of June 28, 2019.

Exhibit 7.07: Equity Commitment Letter by and between Essence and Parent, dated as of June 28, 2019.

Exhibit 7.08: Limited Guarantee by and between Essence and the Issuer, dated as of June 28, 2019.

Exhibit 7.09: Interim Investors Agreement by and among Parent, Merger Sub, the Rollover Stockholders and Essence, dated as of June 28, 2019.

Exhibit 7.10: Joint Filing Agreement by and between the Reporting Persons, dated as of July 2, 2019.

	*	Previously filed on March 15, 2019.
	**	Previously filed on April 24, 2019.

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SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 6 to Schedule 13D is true, complete and correct.


Date: July 2, 2019	/s/ Dang Yu (George) Pan
	Dang Yu (George) Pan

	Advance Pride International Limited

	By:	/s/ Dang Yu (George) Pan
	Name:	Dang Yu (George) Pan
	Title:	Director


	/s/ Wen Liang Li
	Wen Liang Li


	/s/ Wen Wei Ma
	Wen Wei Ma

	HPJ Parent Limited

	By:	/s/ Dang Yu (George) Pan
	Name:	Dang Yu (George) Pan
	Title:	Director

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)

INDEX TO EXHIBITS

Exhibit 7.01: * Joint Filing Agreement by and between the Reporting Persons, dated as of March 15, 2019.

Exhibit 7.03: * Consortium Agreement by and among Dang Yu (George) Pan, Wen Liang Li, Wen Wei Ma, and Essence International Financial Holdings (Hong Kong) Limited, dated as of March 13, 2019.

Exhibit 7.04: ** Letter from Dang Yu (George) Pan to the special committee of the board of directors of the Issuer, dated as of April 18, 2019.

Exhibit 7.06: Equity Contribution and Voting Agreement by and among Parent and the Rollover Stockholders, dated as of June 28, 2019.

Exhibit 7.07: Equity Commitment Letter by and between Essence and Parent, dated as of June 28, 2019.

Exhibit 7.08: Limited Guarantee by and between Essence and the Issuer, dated as of June 28, 2019.

Exhibit 7.09: Interim Investors Agreement by and among Parent, Merger Sub, the Rollover Stockholders and Essence, dated as of June 28, 2019.

Exhibit 7.10: Joint Filing Agreement by and between the Reporting Persons, dated as of July 2, 2019.

	*	Previously filed on March 15, 2019.
	**	Previously filed on April 24, 2019.

EX-7.06 2 tv524625_ex7-06.htm EXHIBIT 7.06

Exhibit 7.06

EQUITY CONTRIBUTION AND VOTING AGREEMENT

EQUITY CONTRIBUTION AND VOTING AGREEMENT (this “Agreement”), made and entered into as of June 28, 2019 by and among HPJ Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and certain shareholders of Highpower International, Inc., a Delaware corporation (the “Company”), listed on Schedule A (each, a “Rollover Stockholder” and collectively, the “Rollover Stockholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).

RECITALS

WHEREAS, concurrently herewith, Parent, HPJ Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”);

WHEREAS, as of the date hereof, each Rollover Stockholder is the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the shares of Common Stock, par value $0.0001 per share, of the Company (the “Shares”), as set forth opposite such Rollover Stockholder’s name in column (B) of Schedule A (with respect to each Rollover Stockholder, subject to adjustment as contemplated by Section 5(b), the “Rollover Shares”);

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement, each Rollover Stockholder desires to contribute their respective Rollover Shares to Parent directly or indirectly in exchange for newly issued shares of common of Parent, par value $0.0001 per share (the “Parent Shares”);

WHEREAS, as a result of such contribution, Parent would beneficially own approximately 32.44% of the total outstanding Shares, and as a result of such issuance, the Parent Shares received by the Rollover Stockholders or their respective designated parties pursuant to the transactions contemplated herein would constitute approximately 92.04% of the voting rights in Parent after the Contribution Closing (as defined below);

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement and pursuant to a letter agreement, dated as of June 28, 2019 (the “Equity Commitment Letter”), between Essence International Capital Limited, a company incorporated in Hong Kong (including its successors or permitted assigns, the “Sponsor”), and Parent, and a subscription agreement to be entered into by the Sponsor and Parent, upon the terms and subject to the conditions of the Equity Commitment Letter and such subscription agreement, the Sponsor will contribute, or cause to be contributed, as an equity contribution to Parent, an aggregate amount equal to approximately US$51,136,733.00 in exchange for Parent Shares, constituting approximately 7.96% of the voting rights in Parent after the Contribution Closing;

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement and pursuant to a subscription agreement to be entered into by Dang Yu Pan and Parent, upon the terms and subject to the conditions of such subscription agreement, Dang Yu Pan will contribute, or cause to be contributed, as an equity contribution to Parent, an aggregate amount equal to US$2,000,000 in exchange for Parent Shares;

WHEREAS, in order to induce Parent and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger, the Rollover Stockholders are entering into this Agreement; and

WHEREAS, each Rollover Stockholder acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of such Rollover Stockholder set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent and each Rollover Stockholder hereby agree as follows:

1. Contribution of Rollover Shares by Rollover Stockholders to Parent. Upon the terms and subject to the conditions set forth herein, immediately prior to the Closing and without further action by the Rollover Stockholders (except as described in Section 4 below), all of each Rollover Stockholder’s right, title and interest in and to the Rollover Shares shall be contributed, assigned, transferred and delivered to Parent, free and clear of all Encumbrances (other than any Encumbrances created or expressly permitted by Parent or arising by reason of the Merger Agreement or this Agreement).

2. Issuance of Parent Shares. In consideration of the contribution, assignment, transfer and delivery of the Rollover Shares to Parent pursuant to Section 1 of this Agreement, Parent shall issue Parent Shares in the name of each Rollover Stockholder (or, solely with respect to Dang Yu Pan, in the name of a party as designated by him in writing and agreed by Parent before the Contribution Closing) in the amounts set forth opposite such Rollover Stockholder’s name in column (D) of Schedule A. Each Rollover Stockholder hereby acknowledges and agrees that (a) the value of the Parent Shares issued to such Rollover Shareholder or its designated Affiliate is equal to (x) the total number of Rollover Shares contributed by such Rollover Shareholder multiplied by (y) the Per Share Merger Consideration under the Merger Agreement, (b) delivery of such Parent Shares shall constitute complete satisfaction of all obligations towards or sums due to such Rollover Stockholder by Parent with respect to the applicable Rollover Shares and (c) on receipt of such Parent Shares, such Rollover Stockholder shall have no right to any other consideration against the Parent with respect to the Rollover Shares contributed to Parent by such Rollover Stockholder.

3. Closing. Subject to the satisfaction in full (or waiver) of all of the conditions set forth in Article VIII of the Merger Agreement (other than conditions that by their nature are to be satisfied at the Closing), the closing of the contribution and exchange contemplated hereby (the “Contribution Closing”) shall take place immediately prior to the Closing.

4. Deposit of Rollover Shares. No later than three (3) Business Days prior to the Contribution Closing, each Rollover Stockholder or any agent of such Rollover Stockholder shall deliver or cause to be delivered to Parent, for disposition in accordance with the terms hereof, (a) duly executed stock power for its Rollover Shares to Parent or as Parent may direct in writing, in form reasonably acceptable to Parent, and (b) share certificates, if any, representing its Rollover Shares (the “Rollover Shares Documents”). The Rollover Shares Documents shall be held by Parent or any agent authorized by Parent until the Contribution Closing.

5. Irrevocable Election.

(a) The execution of this Agreement by each Rollover Stockholders evidences, subject to Section 10, the irrevocable election and agreement by such Rollover Stockholder to contribute its respective Rollover Shares in exchange for Parent Shares at the Contribution Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each Rollover Stockholder covenants and agrees, severally and not jointly (and not jointly and severally), that from the date hereof until any termination of this Agreement pursuant to Section 10, except as expressly contemplated under this Agreement or the Merger Agreement, such Rollover Stockholder shall not, directly or indirectly, (i) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Rollover Shares (“Transfer”) or permit the Transfer by any of its Affiliates of an interest in any Rollover Shares, (ii) enter into any Contract, undertaking or understanding with respect to a Transfer or limitation on voting rights of any of the Rollover Shares, or any right, title or interest thereto or therein, (iii) deposit any Rollover Shares into a voting trust or grant any proxy or enter into a voting agreement, power of attorney or voting trust with respect to any Rollover Shares, (iv) take any action that could reasonably be expected to have the effect of preventing, disabling or delaying such Rollover Stockholder from performing its obligations under this Agreement, or (v) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iv). Any purported Transfer, or other action, in violation of this paragraph shall be null and void.

(b) Each Rollover Stockholder covenants and agrees, severally and not jointly (and not jointly and severally), that such Rollover Stockholder shall promptly (and in any event within 48 hours) notify Parent and the Company of any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Rollover Stockholder, including, without limitation, by purchase, as a result of a share dividend, share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise, conversion or exchange of any securities of the Company, if any, after the date hereof. Any such Shares shall automatically become subject to the terms of this Agreement as Rollover Shares, and Schedule A shall be deemed amended accordingly.

6. Representations and Warranties of the Rollover Stockholders. In consideration of Parent accepting the Rollover Shares, each Rollover Stockholder makes the following representations and warranties, severally and not jointly (and not jointly and severally) and with respect to itself only, to Parent, each and all of which shall be true and correct as of the date of this Agreement and as of the Contribution Closing, and shall survive the execution and delivery of this Agreement:

(a) Ownership of Shares. Such Rollover Stockholder is the beneficial owner of, and has good and valid title to, its respective Rollover Shares, free and clear of Encumbrances other than as created by this Agreement. Such Rollover Stockholder has sole voting power, sole power of disposition, sole power to demand dissenter’s rights (if applicable) and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of its Rollover Shares, with no limitations, qualifications, or restrictions on such rights, subject to applicable securities Laws, Laws of the Cayman Islands, Delaware Laws and the terms of this Agreement. As of the date hereof, other than the Rollover Shares and other securities listed on Schedule A hereof, such Rollover Stockholder does not own, beneficially or of record, any securities of the Company and any direct or indirect interest in any such securities (including by way of derivative securities). Such Rollover Stockholder’s Rollover Shares are not subject to any voting trust agreement or other Contract to which such Rollover Stockholder is a party restricting or otherwise relating to the voting or Transfer of the Rollover Shares other than this Agreement. Such Rollover Stockholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any of its Rollover Shares, except as contemplated by this Agreement.

(b) Organization, Standing and Authority. Such Rollover Stockholder is (to the extent such concepts are applicable to such Rollover Stockholder) duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and such Rollover Stockholder has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, with no limitations, qualifications or restrictions on such power, subject to applicable securities Laws and the terms of this Agreement. This Agreement has been duly and validly executed and delivered by such Rollover Stockholder and, assuming due authorization, execution and delivery by Parent and the other Rollover Stockholders, constitutes a legal, valid and binding obligation of such Rollover Stockholder, enforceable against such Rollover Stockholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

(c) Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Rollover Stockholder for the execution, delivery and performance of this Agreement by such Rollover Stockholder or the consummation by such Rollover Stockholder of the transactions contemplated hereby; and (ii) neither the execution, delivery or performance of this Agreement by such Rollover Stockholder nor the consummation by such Rollover Stockholder of the transactions contemplated hereby, nor compliance by such Rollover Stockholder with any of the provisions hereof shall (A) require the consent or approval of any other Person pursuant to any Contract binding on such Rollover Stockholder or its properties or assets, (B) conflict with or violate any provision of the organizational documents or partnership agreement, as applicable, of such Rollover Stockholder (to the extent it is a corporate entity), (C) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on property or assets of such Rollover Stockholder pursuant to any Contract to which such Rollover Stockholder is a party or by which such Rollover Stockholder or any property or asset of such Rollover Stockholder is bound or affected, or (D) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Rollover Stockholder or such Rollover Stockholder’s properties or assets.

(d) No Litigation. There is no action, suit, investigation, complaint or other proceeding pending against such Rollover Stockholder or, to the knowledge of such Rollover Stockholder, any other Person or, to the knowledge of such Rollover Stockholder, threatened against such Rollover Stockholder or any other Person, in each case that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Rollover Stockholder of its obligations under this Agreement.

(e) Reliance. Such Rollover Stockholder understands and acknowledges that Parent, Merger Sub and the Company are entering into the Merger Agreement in reliance upon such Rollover Stockholder’s execution and delivery of this Agreement and the representations and warranties of such Rollover Stockholder contained herein.

(f) Receipt of Information. Such Rollover Stockholder has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning the Parent Shares, including (i) the transactions contemplated by the Merger Agreement and (ii) the calculation and determination of the number and value of Parent Shares to be received by such Rollover Stockholder pursuant to this Agreement. Such Rollover Stockholder acknowledges that it has been advised to discuss with its own counsel the meaning and legal consequences of such Rollover Stockholder’s representations, warranties and covenants in this Agreement and the transactions contemplated hereby and by the Merger Agreement. Such Rollover Stockholder, either alone or together with its advisors, has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his, her or its investment in the Parent Shares and is capable, without impairing such Rollover Stockholder’s financial condition, of bearing the economic risks of such investment, including the risk of the complete loss thereof, for an indefinite period of time.

(g) Purchase Entirely For Own Account. Such Rollover Stockholder hereby confirms that the Parent Shares to be acquired by such Rollover Stockholder will be acquired for investment for such Rollover Stockholder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Rollover Stockholder has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Rollover Stockholder further represents that such Rollover Stockholder does not presently have any Contract, understanding or undertaking with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of its Rollover Shares. If such Rollover Stockholder is not a natural person, such Rollover Stockholder has not been formed for the specific purpose of acquiring such Parent Shares.

(h) Restricted Securities. Such Rollover Stockholder understands that the Parent Shares have not been, and will not be, registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Rollover Stockholder’s representations as expressed herein. Such Rollover Stockholder understands that the Parent Shares will constitute “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, such Rollover Stockholder must hold the Parent Shares indefinitely unless they are registered with the U.S. Securities and Exchange Commission for resale by such Rollover Stockholder and qualified by U.S. state authorities, or an exemption from such registration and qualification requirements is available. Such Rollover Stockholder acknowledges that Parent has no obligation to register or qualify the Parent Shares for resale. Such Rollover Stockholder further acknowledges that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the availability of public information, time and manner of sale and the holding period for the Parent Shares, and on requirements relating to Parent which are outside of the Rollover Stockholder’s control, and which Parent is under no obligation and may not be able to satisfy.

(i) No Public Market. Such Rollover Stockholder understands that no public market now exists for the Parent Shares, and that Parent has made no assurances that a public market will ever exist for the Parent Shares.

(j) Legends. Such Rollover Stockholder understands that the Parent Shares, and any securities issued in respect of or exchange for the Parent Shares, may be notated with any legend required by the securities Laws of any Governmental Authority to the extent such Laws are applicable to the Parent Shares represented by the certificate, instrument, or book entry so legended.

(k) Accredited Investor. Such Rollover Stockholder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(m) No Inducements. None of Parent or any other person has made any oral or written representation, inducement, promise or agreement to such Rollover Stockholder in connection with the subject matter of this Agreement and the transactions contemplated by this Agreement, other than as expressly set forth in this Agreement.

7. Representations and Warranties of Parent. Parent represents and warrants to each Rollover Stockholder that:

(a) Organization, Standing and Authority. Parent is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Rollover Stockholders, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

(b) Consents and Approvals; No Violations. Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby; and (ii) neither the execution, delivery or performance of this Agreement by Parent nor the consummation by Parent of the transactions contemplated hereby nor compliance by Parent with any of the provisions hereof shall (A) require the consent or approval of any other Person pursuant to any Contract binding on Parent or its properties or assets, (B) conflict with or violate any provision of the organizational documents of Parent, (C) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which such Parent or any property or asset of Parent is bound or affected, or (D) violate any Law or Order applicable to Parent or any of Parent’s properties or assets.

(c) Issuance of Parent Shares. The Parent Shares will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Encumbrances (other than those arising under any agreements entered into at the Contribution Closing by all of the Rollover Stockholders pursuant to the transactions contemplated by the Merger Agreement) when issued.

8. Other Covenants and Agreements.

(a) Each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to (i) convey, transfer to and vest in Parent, and to put Parent in possession of, all of the applicable Rollover Shares in accordance with the terms of this Agreement, and (ii) to consummate and make effective any other transactions contemplated by this Agreement, including providing information and using commercially reasonable efforts to obtain all necessary or appropriate waivers, consents and approvals, and effecting all necessary registrations and filings.

(b) Each Rollover Stockholder hereby represents and warrants that such Rollover Stockholder has read Section 7.03 of the Merger Agreement. In addition, such Rollover Stockholder agrees not to, directly or indirectly, take any action, or cause the Company to take any action, that would violate Section 7.03 or any other provision of the Merger Agreement if such Rollover Stockholder were deemed a “Representative” of the Company for purposes of such Section 7.03 of the Merger Agreement.

9. Disclosure.

(a) Each of the Rollover Stockholders, on the one hand, and Parent, on the other hand, shall not, and shall cause its respective Affiliates and Representatives not to, make any press release, public announcement or other public communication regarding the subject matter of this Agreement without the prior written consent of the other party, except to the extent that (i) a party may disclose to its Representatives as such party reasonably deems necessary to give effect to or enforce this Agreement but only on a confidential basis; (ii) if required by Law or a court of competent jurisdiction, the SEC, the NASDAQ or another regulatory body or international stock exchange having jurisdiction over a party or pursuant to whose rules and regulations such disclosure is required to be made, including any required Schedule 13D filings and in connection therewith, the disclosure of this Agreement, but only as far as practicable and lawful after the form and terms of that disclosure have been notified to the other parties hereto and the other parties have had a reasonable opportunity to comment on the form and terms of disclosure, in each case, to the extent reasonably practicable; or (iii) if the information is publicly available other than through a breach of this Agreement by a party or its Representatives.

(b) Each Rollover Stockholder (i) consents to and authorizes the publication and disclosure by Parent or its Affiliates of such Rollover Stockholder’s identity and ownership of the Shares and the existence and terms of this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent reasonably determines in its good faith judgment is required to be disclosed by Law in any press release, any other disclosure document in connection with the Merger Agreement and any filings with or notices to any Governmental Authority in connection with the Merger Agreement (or the transactions contemplated thereby), but only as far as practicable and lawful after the form and terms of that disclosure have been notified to each of the Rollover Stockholders and each of the Rollover Stockholders has had a reasonable opportunity to comment on the form and terms of disclosure, and (ii) agrees to promptly give to Parent or its Affiliates any information they may reasonably request concerning such Rollover Stockholder for the preparation of any such documents.

(c) Notwithstanding the foregoing, each Rollover Stockholder consents to and authorizes the Company, Parent and their respective Affiliates (and Parent authorizes the Company and its Affiliates) to (i) publish and disclose in the Proxy Statement, Schedule 13E-3, any current report of the Company on Form 8-K and any other documents required to be filed with the SEC or any regulatory authority in connection with the Merger Agreement, such Rollover Stockholder’s identity and ownership of Shares and the nature of such Rollover Stockholder’s commitments, arrangements and understandings under this Agreement and (b) file this Agreement as an exhibit to the extent required to be filed with the SEC or any regulatory authority relating to the Merger.

10. Termination. This Agreement and the obligations of the Rollover Stockholders hereunder will terminate immediately upon the valid termination of the Merger Agreement in accordance with its terms; provided, that the provisions set forth in Section 9, this Section 10 and Section 12 shall survive the termination of this Agreement; provided, further, that each Rollover Stockholder party hereto shall continue to have liability for breaches of this Agreement prior to the termination of this Agreement. If for any reason the Merger contemplated by the Merger Agreement fails to occur but the Contribution Closing has already taken place, then Parent shall promptly return the Rollover Shares Documents to each of the Rollover Stockholders at its address set forth in Section 12(h) and take all such actions as are necessary to restore each such Rollover Stockholder to the position it was in with respect to ownership of the Rollover Shares prior to the Contribution Closing.

11. Voting of the Rollover Shares.

(a) Each Rollover Stockholder hereby agrees, severally and not jointly (and not jointly and severally), that, during the period commencing on the date hereof and continuing until the earliest to occur of (a) the Effective Time and (b) the valid termination of the Merger Agreement in accordance with its terms, at any meeting of the Company’s shareholders, however called, and at any adjournment thereof, or in any other circumstances where any vote, consent or other approval is taken in respect of the Merger Agreement, such Rollover Stockholder shall, and shall cause its Affiliates to: (i) in the case of a meeting, appear at such meeting or otherwise cause its Rollover Shares to be counted as present for purposes of calculating a quorum and ensure any vote at such meeting be a poll vote; and (ii) vote or otherwise cause to be voted all of its Rollover Shares (A) in favor of the adoption of the Merger Agreement and any related action reasonably required in furtherance thereof, (B) against any other Acquisition Proposal, (C) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by such Rollover Stockholder of its obligations under this Agreement, (D) against any action, proposal, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Rollover Stockholder contained in this Agreement, (E) in favor of any adjournment of any shareholders’ meeting as may be requested by Parent and (F) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement.

(b) Each Rollover Stockholder hereby appoints Parent and any other designee of Parent, each of them individually, such Rollover Stockholder’s irrevocable (for the period commencing on the date hereof and continuing until termination of this Agreement in accordance with its terms) proxy and attorney-in-fact (with full power of substitution) to vote its respective Rollover Shares as indicated in Section 11(a) above. Each Rollover Stockholder affirms that the irrevocable proxy set forth in this Section 11(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Rollover Stockholder under this Agreement. Each Rollover Stockholder intends this proxy to be irrevocable (until the termination date, as described below) and coupled with an interest and will take such further actions or execute such other instruments (including any proxies circulated by the Company for any meetings of shareholders of the Company) as may be necessary to effectuate the intent of this proxy, and hereby revokes any proxy previously granted by such Rollover Stockholder with respect to the Rollover Shares. If for any reason the proxy granted herein is not irrevocable, then each Rollover Stockholder agrees to vote his or her Rollover Shares in accordance with Section 11(a) above as instructed by Parent, or any other designee of Parent, in writing prior to the termination of this Agreement in accordance with its terms. The parties hereto agree that the foregoing is a voting agreement. The irrevocable proxy granted pursuant to this Section 11(b) shall terminate on the earliest to occur of (a) the Effective Time and (b) the valid termination of the Merger Agreement in accordance with its terms.

12. Miscellaneous.

(a) Entire Agreement. This Agreement (together with the Merger Agreement and any other agreement or instrument delivered in connection with the transaction contemplated by this Agreement and the Merger Agreement) constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties with respect to the subject matter hereof and thereof.

(b) Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of Law or otherwise, by any party without the prior written consent of the other parties and the Company, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.

(c) Amendment; Modification and Waiver. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each party hereto and the Company, and otherwise as expressly set forth herein. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

(d) Survival of Representations and Warranties. All representations and warranties of each Rollover Stockholder or of Parent in connection with the transactions contemplated by this Agreement contained herein shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of Parent or any Rollover Stockholder, and the issuance of the Parent Shares.

(e) Interpretation. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. When reference is made to an Article or Section, such reference is to an Article or Section of this Agreement unless otherwise indicated. References to sums of money are expressed in lawful currency of the U.S. and “$” refers to U.S. dollars. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. For purposes of this Agreement, “beneficially owns,” “beneficial owner” or “beneficial ownership” with respect to any securities means having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act).

(f) Statutory Provisions. All references to statutes, statutory provisions, enactments, directives or regulations shall include references to any consolidation, reenactment, modification or replacement of the same, any statute, statutory provision, enactment, directive or regulation of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force under any of the same from time to time.

(g) Recitals and Schedules. References to this Agreement include the recitals and schedules which form part of this Agreement for all purposes. References in this Agreement to the parties are references respectively to the parties and their legal personal representatives, successors and permitted assigns.

(h) Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) upon confirmation of receipt after transmittal by facsimile or email (to such number or address specified below or another number or numbers or address or addresses as such Person may subsequently specify by proper notice under this Agreement), with a confirmatory copy to be sent by overnight courier, and (iii) on the next Business Day when sent by national overnight courier, in each case to the respective parties and accompanied by a copy sent by email (which copy shall not constitute notice). All notices hereunder shall be delivered to the addresses set forth below or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(A) If to Parent:

HPJ Limited

c/o Mr. Dang Yu Pan

Highpower International, Inc.

Building A1, 68 Xinxia Street, Pinghu, Longgang,

Shenzhen, Guangdong, 518111

People’s Republic of China

Attention: Mr. Dang Yu Pan

Email: dang.pan@highpowertech.com

with copies to (which shall not constitute notice):

Orrick, Herrington & Sutcliffe LLP

47/F Park Place

1601 Nanjing Road West

Shanghai 200040

People’s Republic of China
Facsimile: +86 21 6109 7022
Attention: Jie Jeffrey Sun
Phone: +86 21 6109 7103

E-mail: Jeffrey.Sun@orrick.com

and

Orrick, Herrington & Sutcliffe LLP

405 Howard Street

San Francisco, CA 94105-2669

Facsimile: (415) 773-5759

Attention: Richard V. Smith, Esq.
Phone: (415) 773-5830

Email: rsmith@orrick.com

(B) If to Mr. Dang Yu Pan:

Highpower International, Inc.

Building A1, 68 Xinxia Street, Pinghu, Longgang,

Shenzhen, Guangdong, 518111

People’s Republic of China

Attention: Mr. Dang Yu Pan

Email: dang.pan@highpowertech.com

with copies to (which shall not constitute notice):

Orrick, Herrington & Sutcliffe LLP

47/F Park Place

1601 Nanjing Road West

Shanghai 200040

People’s Republic of China
Facsimile: +86 21 6109 7022
Attention: Jie Jeffrey Sun
Phone: +86 21 6109 7103

E-mail: Jeffrey.Sun@orrick.com

and

Orrick, Herrington & Sutcliffe LLP

405 Howard Street

San Francisco, CA 94105-2669

Facsimile: (415) 773-5759

Attention: Richard V. Smith, Esq.
Phone: (415) 773-5830

Email: rsmith@orrick.com

Highpower International, Inc.

Building A1, 68 Xinxia Street, Pinghu, Longgang,

Shenzhen, Guangdong, 518111

People’s Republic of China

Attention:

Facsimile:

Email:

with copies to (which shall not constitute notice):

with a copy to Katten Muchin Rosenman LLP (which shall not constitute notice):

Katten Muchin Rosenman LLP

Suite 4906 Wheelock Square

1717 Nanjing Road West

Shanghai 200040

People’s Republic of China

Attention: Feng Xue

Lijie Han

Email: feng.xue@kattenlaw.com

lijie.han@kattenlaw.com

Katten Muchin Rosenman LLP

525 W. Monroe Street

Chicago, IL 60661

USA

Attention: Mark D. Wood

Thomas F. Lamprecht

Email: mark.wood@kattenlaw.com

thomas.lamprecht@kattenlaw.com

(i) Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(j) Remedies; Enforcement. (i) The parties hereto agree that this Agreement shall be enforceable by all available remedies at Law or in equity.

(ii) Each Rollover Stockholder further acknowledges and agrees that monetary damages would not be an adequate remedy in the event that any covenant or agreement of such Rollover Stockholders in this Agreement is not performed in accordance with its terms, and therefore agree that, in addition to and without limiting any other remedy or right available to Parent or its Affiliates or the Company, Parent and its Affiliates or the Company will have the right to an injunction, temporary restraining order or other equitable relief in any arbitral body or court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof. Each Rollover Stockholder agrees not to oppose the granting of such relief in the event an arbitral body or a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at Law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by Parent or its Affiliates shall not preclude the simultaneous or later exercise of any other such right, power or remedy by Parent or its Affiliates. Notwithstanding anything contrary in the foregoing, under no circumstances will Parent be entitled to both the monetary damages under Section 12(j)(i) and specific performance under this Section 12(j)(ii).

(k) Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, provided, however, that the Company is an express third-party beneficiary of this Agreement and shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement by the parties thereto, in addition to any other remedy at Law or equity.

(l) Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE LOCATED IN WILMINGTON, DELAWARE (AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE) FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY (OR, IF THE COURT OF CHANCERY OF THE STATE OF DELAWARE DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY STATE OR FEDERAL COURT WITHIN THE STATE OF DELAWARE). EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE LOCATED IN WILMINGTON, DELAWARE AND WAIVES ANY CLAIM THAT SUCH SUIT OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY AGREES THAT LIABILITY OF THE SPONSOR ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL BE DETERMINED SOLELY BY A FINAL AND UNAPPEALABLE JUDGMENT IN ANY ACTION OR PROCEEDING (OR A SETTLEMENT TANTAMOUNT THERETO) AND ANY SUCH FINAL AND UNAPPEALABLE JUDGMENT SHALL BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT IN ANY JURISDICTION WITHIN OR OUTSIDE THE UNITED STATES OR IN ANY OTHER MANNER PROVIDED IN LAW OR IN EQUITY. Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Agreement in any manner permitted by Delaware law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 12(h), will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

(m) Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Transactions. Each of the parties hereto (i) certifies that no Representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the Transactions, as applicable, by, among other things, the mutual waivers and certifications in this Section 12(m).

(n) Expenses. Other than otherwise provided for in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

(o) Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile transmission or pdf), all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

(p) No Presumption against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

(q) Independent Nature of Rollover Stockholders’ Obligations and Rights. The obligations of each Rollover Stockholder under this Agreement are several and not joint, and no Rollover Stockholder is responsible in any way for the performance or conduct of any other Rollover Stockholder in connection with the transactions contemplated hereby. Except as expressly required by the Exchange Act, nothing contained herein and no action taken by any Rollover Stockholder pursuant hereto, shall be or shall be deemed to constitute a partnership, association, joint venture, or joint group with respect to the Rollover Stockholders. Each Rollover Stockholder agrees that no other Rollover Stockholder has acted as an agent for such Rollover Stockholder in connection with the transactions contemplated hereby.

[Signature page follows]

IN WITNESS WHEREOF, Parent and the Rollover Stockholders have caused to be executed or executed this Agreement as of the date first written above.

	HPJ Parent Limited

	By:	/s/ Dangyu Pan
	Name:	Dangyu Pan
	Title:	Director


	By:	/s/ Haoyi Yang
	Name:	Haoyi Yang
	Title:	Director


	/s/ Dangyu Pan
	Dangyu Pan


	/s/ Wenliang Li
	Wenliang Li


	/s/ Wenwei Ma
	Wenwei Ma

Schedule A

(A) Rollover Stockholder Name	(B) Number of Rollover Shares	(C) Other Securities (Type/Number)	(D) Number of Parent Shares and % Voting Rights of Parent
Dang Yu Pan	2,822,814 Shares (including 30,000 restricted Shares (partially vested))	84,500 Shares issuable upon exercise of certain options (partially vested)	12,226,300; approximately 77.86%
Dang Yu Pan (indirectly through Advance Pride International Limited)	269,959 Shares	-------------------------	269,959; approximately 1.72%
Wen Liang Li	1,501,117 Shares (including 20,000 restricted Shares (partially vested))	32,500 Shares issuable upon exercise of certain options (partially vested)	1,501,117; approximately 9.56%
Wen Wei Ma	456,367 Shares	13,000 Shares issuable upon exercise of certain options (partially vested)	456,367; approximately 2.91%

EX-7.07 3 tv524625_ex7-07.htm EXHIBIT 7.07

Exhibit 7.07

June 28, 2019

HPJ Parent Limited

c/o Harneys Fiduciary (Cayman) Limited,

4th Floor, Harbour Place,

103 South Church Street, P.O. Box 10240,

Grand Cayman KY1-1002, Cayman Islands

Re: Equity Commitment Letter

Ladies and Gentlemen:

Essence International Capital Limited, a company incorporated in Hong Kong (including its successors or permitted assigns, the “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to purchase, directly or indirectly, equity interests in HPJ Parent Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”). It is contemplated that pursuant to the terms of that certain Agreement and Plan of Merger, dated of even date herewith (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among, Highpower International, Inc., a Delaware corporation (the “Company”), Parent, and HPJ Merger Sub Corp., a Delaware corporation that is a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company, with the Company being the surviving company (the “Merger”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

1. Commitment. The Sponsor hereby agrees to contribute, or cause to be contributed, as an equity contribution to Parent, an aggregate amount equal to US$51,136,733.00 (the “Contribution”), subject to the terms and conditions hereof. The proceeds of the Contribution shall be used by Parent, to the extent necessary, to (i) fund (or cause to be funded) a portion of the Exchange Fund and any other amounts required to be paid by Parent or Merger Sub pursuant to the Merger Agreement and (ii) pay (or cause to be paid through Parent or Merger Sub) related fees and expenses or reimbursements of expenses (which, for the avoidance of doubt, shall not include the Parent Termination Fee or any Guaranteed Obligations with respect to the Parent Termination Fee that may become payable pursuant to the Limited Guarantee given by the Sponsor), in each case, pursuant to and in accordance with the terms of, and subject to the conditions of, the Merger Agreement. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Sponsor under this letter agreement shall at no time exceed the aggregate amount of the Contribution less any portion of the Contribution that has been funded in accordance with the terms hereof. Notwithstanding anything to the contrary contained in this letter agreement, the Sponsor shall be entitled to reduce the aggregate amount of the Contribution to be funded under this letter agreement as follows: at the Effective Time, if Essence International Advanced Products and Solutions SPC – Essence Growth Company Fund SP or any Affiliate of the Sponsor (collectively, the “Sponsor Affiliates”) has irrevocably contributed as an equity contribution to Parent any proceeds to fund the transactions as contemplated under the Merger Agreement, the Contribution to be funded by Sponsor under this letter agreement shall be reduced on a dollar-for-dollar basis by the exact amount of such equity contributions by the Sponsor Affiliates.

2. Closing Conditions. The Sponsor’s obligation to make the Contribution pursuant to this letter agreement is subject to the satisfaction, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction or waiver at the Closing of all conditions precedent to the obligations of Parent and Merger Sub to consummate the transactions contemplated by the Merger Agreement set forth in Article VIII thereof (in each case, other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction or waiver of such conditions) and (b) the substantially contemporaneous consummation of the Closing.

3. Enforcement. This letter agreement may only be enforced (i) by Parent or (ii), to the extent that the Company has obtained an order of specific performance pursuant to, and subject to the conditions in, Section 10.06 of the Merger Agreement, by the Company, as a third party beneficiary of the rights granted to Parent hereby, to seek specific performance of the Sponsor’s obligations hereunder. The parties agree that irreparable damage would occur in the event that any of the provisions of this letter agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any damages.

4. Non-Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Parent acknowledges and agrees that (a) notwithstanding that the Sponsor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Affiliate of the Sponsor, any former, current or future director, officer, employee or agent of the Sponsor or of its Affiliates, any former, current or future holder of any equity interests or securities of the Sponsor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Sponsor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such person or entity, a “Related Person”), whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by Related Persons in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation.

5. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Closing (at which time the Contribution shall be discharged), (c) the making of the Contribution by the Sponsor or its permitted assigns and, (d) following the termination of the Merger Agreement, the Company or any of its Affiliates, directly or indirectly, asserting any claim against (i) the Sponsor under the Limited Guarantee or (ii) the Sponsor or any Related Person of the Sponsor (other than Parent and Merger Sub), in each case, in connection with the Merger Agreement or any of the transactions contemplated thereby, and (e) the End Date; provided that, in the event a claim by the Company or any of its Affiliates under Section 3 of this letter agreement or any claim seeking an injunction, specific performance or other equitable remedy against Parent or Merger Sub under Section 10.06 of the Merger Agreement is then pending, this letter agreement shall only terminate upon the final, non-appealable resolution of such action and satisfaction by Sponsor of any obligations finally determined by a court of competent jurisdiction to be owed by Sponsor in connection with this letter agreement.

- 2 -

6. No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Sponsor (in the case of an assignment by Parent) or Parent (in the case of an assignment by the Sponsor), and, in either case, the Company, except that, without the prior written consent of Parent or the Company, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of its Affiliates or to one or more private equity funds sponsored or managed by any such Affiliate; provided that no such assignment shall relieve the undersigned of its obligations hereunder. Any purported assignment of this commitment in contravention of this Section 6 shall be void.

7. No Other Beneficiaries. Except for the third party beneficiary rights provided to the Company under Sections 3, 6 and 15 of this letter agreement, (a) this letter agreement shall be binding on the Sponsor solely for the benefit of Parent and (b) nothing set forth in this letter agreement is intended to or shall confer upon or give to any Person other than Parent any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Contribution or any provisions of this letter agreement; provided, that, notwithstanding anything to the contrary in this letter agreement, any Related Person shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Related Person, and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, neither Parent’s, Merger Sub’s nor the Company’s creditors shall have the right to enforce this letter agreement or to cause Parent to enforce this letter agreement. The Sponsor acknowledges that the Company has specifically relied on this letter agreement in determining to enter into the Merger Agreement.

8. Representations and Warranties. The Sponsor hereby represents and warrants that: (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Sponsor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Sponsor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not violate the organizational documents of the Sponsor or any applicable Law or conflict with any material agreement binding on the Sponsor; (e) the Sponsor has uncalled and unrestricted capital commitments or otherwise has available funds required to fund the Contribution and all of the Sponsor’s other unfunded contractually binding commitments and capital calls that are currently outstanding; and (f) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by the Sponsor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement.

9. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this letter agreement may not be enforced without giving effect to the provisions of this Agreement. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

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10. Governing Law. This letter agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

11. Jurisdiction. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE LOCATED IN WILMINGTON, DELAWARE (AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE) FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY (OR, IF THE COURT OF CHANCERY OF THE STATE OF DELAWARE DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY STATE OR FEDERAL COURT WITHIN THE STATE OF DELAWARE). EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE LOCATED IN WILMINGTON, DELAWARE AND WAIVES ANY CLAIM THAT SUCH SUIT OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY AGREES THAT LIABILITY OF THE SPONSOR ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL BE DETERMINED SOLELY BY A FINAL AND UNAPPEALABLE JUDGMENT IN ANY ACTION OR PROCEEDING (OR A SETTLEMENT TANTAMOUNT THERETO) AND ANY SUCH FINAL AND UNAPPEALABLE JUDGMENT SHALL BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT IN ANY JURISDICTION WITHIN OR OUTSIDE THE UNITED STATES OR IN ANY OTHER MANNER PROVIDED IN LAW OR IN EQUITY.

12. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 12.

13. Services of Process. The parties hereto agree that service of any process, summons, notice or document by registered mail addressed, in the case of Parent to the address set forth above or in the case of the Sponsor to the address set forth on the signature page below, shall be effective service of process against such party for any suit, action or proceeding relating to any such dispute.

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14. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

15. Entire Agreement; Amendment; Counterparts. This letter agreement, the Limited Guarantee, the Merger Agreement, the Rollover Agreement and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof and thereof, and supersede all other prior agreements, understandings and statements, both written and oral, between or among Parent or any of its Affiliates, on the one hand, and the Sponsor or any of its Affiliates, on the other hand. Any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Sponsor and Parent and the Company. This letter agreement may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

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	Very truly yours,

	Essence International Capital Limited


	By:	/s/ Haoyi Yang
	Name:	Haoyi Yang
	Title:	Director
	Address: 39/F, One Exchange Square, Central, Hong Kong

Signature Page To Equity Commitment Letter

Agreed to and accepted as of the date first
written above:

HPJ Parent Limited

By:	/s/ Dangyu Pan
Name:	Dangyu Pan
Title:	Director

By:	/s/ Haoyi Yang
Name:	Haoyi Yang
Title:	Director

Signature Page To Equity Commitment Letter

EX-7.08 4 tv524625_ex7-08.htm EXHIBIT 7.08

Exhibit 7.08

LIMITED GUARANTEE

This Limited Guarantee, dated as of June 28, 2019 (this “Limited Guarantee”), is made by Essence International Capital Limited, a company incorporated in Hong Kong (including its successors or permitted assigns, the “Guarantor”), in favor of Highpower International, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among HPJ Parent Limited, a newly-formed exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), HPJ Merger Sub Corp., a Delaware corporation that is a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), 100% of Parent’s obligation (a) to pay to the Guaranteed Party the Parent Termination Fee if and when required pursuant to Section 9.03(c) of the Merger Agreement, plus (b) the reimbursement obligations pursuant to Section 9.03(e) of the Merger Agreement, plus (c) the indemnification and expense reimbursement obligations of Parent to the Guaranteed Party pursuant to, and in accordance with, Section 7.14 of the Merger Agreement, plus (d) all costs and expenses (including attorney’s fees and expenses) reasonably incurred by the Guaranteed Party in connection with the enforcement of its rights under Section 10.06 of the Merger Agreement that results in a judgment against Parent, Merger Sub or the Guarantor; plus (e) the costs of collection and reasonable expenses (including attorneys’ fees) incurred by the Guaranteed Party in connection with the Guaranteed Party’s enforcement of its rights under this Limited Guarantee (collectively, the “Guaranteed Obligation”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed US$5,000,000 (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (a) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (b) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equity holders, Affiliates and/or Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below) other than as expressly set forth herein or in the Equity Commitment Letter.

2. Terms of Limited Guarantee.

(a) This Limited Guarantee is one of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or any other Person or whether Parent or any other Person is joined in any such action or actions.

(b) The liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Laws, be absolute, irrevocable and unconditional, irrespective of:

(i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement or the letter agreement dated as of the date hereof between the Guarantor and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Parent (the “Equity Commitment Letter”) or any other agreement or instrument referred to herein or therein;

(ii) any release or discharge of any obligation of Parent contained in the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Parent, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting Parent or any of its assets;

(iii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof;

(iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise;

(v) the delay or failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent or the Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation;

(vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of the Guaranteed Obligation;

(vii) any insolvency, bankruptcy, reorganization or other similar proceeding instituted by or against the Guarantor; or

(viii) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligation in accordance with its terms);

other than in each case with respect to (A) defenses to the payment of the Guaranteed Obligation that are applicable to Parent under the Merger Agreement or (B) breach by the Guaranteed Party of this Limited Guarantee, including, without limitation, the limitations set forth in Section 3 below), and, notwithstanding any other provision of this Limited Guarantee to the contrary, the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligation.

(c) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of the Guaranteed Obligation and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligation shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. When pursuing its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligation or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.

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(d) The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement).

(e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligation hereunder. In the event that any payment to the Guaranteed Party in respect of the Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made so long as this Limited Guarantee has not terminated in accordance with its terms.

(f) The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

(g) Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by applicable Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time.

3. Sole Remedy; No Recourse. The Guaranteed Party acknowledges and agrees that the sole asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent except in connection with the Closing. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party further agrees that neither it nor any other Person (including, without limitation, the Guaranteed Party’s equity holders, Affiliates and Subsidiaries) has any right of recovery against, and no personal liability shall attach to, the Guarantor, any Affiliate of the Guarantor, any former, current or future director, officer, employee, agent of the Guarantor or its Affiliates, any former, current or future holder of any equity interests of the Guarantor (whether such holder is a limited or general partner, member, manager, stockholder or otherwise), any former, current or future assignee of the Guarantor, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (each such Person, other than the Guarantor, a “Related Person”), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against the Guarantor or any Related Person, except pursuant to any Permitted Claim (as defined below). Recourse against the Guarantor under this Limited Guarantee and the Guaranteed Party’s third party beneficiary rights under the Equity Commitment Letter shall be the sole and exclusive remedy of (i) the Guaranteed Party and (ii) all of the Guaranteed Party’s equity holders, Affiliates and Subsidiaries against the Guarantor and any Related Person (other than Parent and Merger Sub) in respect of any liabilities or obligations arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, including by piercing the corporate, limited liability company or limited partnership veil or by a claim by or on behalf of Parent. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Affiliates and Subsidiaries not to institute, any proceeding or bring any other claim arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby (or the failure of such to be consummated), against the Guarantor or any Related Person, except for (A) claims of the Guaranteed Party against the Guarantor under and in accordance with this Limited Guarantee, (B) claims of the Guaranteed Party against Parent or Merger Sub under and in accordance with the Merger Agreement, (C) the exercise of the Guaranteed Party’s third party beneficiary rights under and in accordance with the Equity Commitment Letter, or the Rollover Agreement and (D) claims in respect of the Confidentiality Agreement solely with respect to the parties thereto and the Guaranteed Party hereby, on behalf of itself and its Affiliates and Subsidiaries, waives any and all claims arising under, or in connection with, the Merger Agreement, this Limited Guarantee, the Equity Commitment Letter or, in each case, the transactions contemplated hereby or thereby against the Guarantor or any Related Person and releases such Persons from such claims, in each case, except for claims described in clauses (A), (B), (C) and (D) of this sentence (each, a “Permitted Claim”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person (including any Person acting in a representative capacity) other than the Guaranteed Party any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein. Notwithstanding the foregoing, in the event the Guarantor (x) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (y) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus uncalled capital is less than the Maximum Amount (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, (I) this Agreement shall be assumed by such continuing or surviving entity or such Person (in either case, a “Successor Entity”) and (II) the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any applicable Law, against Successor Entity, as the case may be. As used herein, unless otherwise specified, the term “Guarantor” includes the Guarantor’s Successor Entity.

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4. Subrogation. The Guarantor will not exercise against Parent or Merger Sub any rights of subrogation, reimbursement, indemnification or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligation has been paid in full. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Guaranteed Obligation under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligation, in accordance with the terms of this Agreement, or to be held as collateral for the Guaranteed Obligation thereafter arising.

5. Termination. This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Closing, (b) the payment in full of the Guaranteed Obligation, (c) the date that is six (6) months from the date of termination of the Merger Agreement under circumstances in which any portion of the Guaranteed Obligation is payable (unless the Guaranteed Party has made a claim under this Limited Guarantee prior to such date, in which case the relevant date shall be the date that such claim is finally settled or otherwise resolved either in a final judicial determination or by agreement of the Guaranteed Party and the Guarantor (or its permitted assignee) and the Guaranteed Obligation finally determined or agreed to be owed by the Guarantor is satisfied in full), and (d) the termination of the Merger Agreement under circumstances in which no portion of the Guaranteed Obligation is payable. In the event that the Guaranteed Party or any of its equity holders, Affiliates or Subsidiaries asserts in any litigation or other proceeding relating to this Limited Guarantee or the Merger Agreement (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and its equity holders, Affiliates and Subsidiaries against the Guarantor or any Related Person) are illegal, invalid or unenforceable, in whole or in part, or (ii) any theory of liability against the Guarantor or any Related Person with respect to the transactions contemplated by this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement other than any Permitted Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Related Person shall have any liability to the Guaranteed Party or any of its equity holders, Affiliates or Subsidiaries with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or this Limited Guarantee.

6. Continuing Guarantee. Except to the extent terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligation, shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Related Person (including the provisions of Sections 3, 5, 11, 12 and 15) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any Related Persons. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

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7. Entire Agreement. This Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Rollover Agreement and any other document contemplated hereby and thereby constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent and/or the Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand, and this Limited Guarantee is not intended to and shall not confer upon any Person (including, without limitation, the Guaranteed Party’s equity holders, Affiliates and Subsidiaries) other than the parties hereto and any Related Person any rights or remedies expressly provided herein.

8. Amendments and Waivers. Any provision of this Limited Guarantee may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party or, in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

9. Counterparts. This Limited Guarantee may be executed in counterparts (including by facsimile or electronically transmitted signature pages), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

10. Notices. All notices, requests, claims, demands and other communications hereunder shall be sufficient if in writing, and sent by electronic mail, facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next Business Day), by reliable international overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

if to the Guarantor:

Address: 39/F, One Exchange Square, Central, Hong Kong

Attention: Hao Yi Yang; Jim Zhu

Email: yanghaoyi@eif.com.hk; jimzhu@eif.com.hk

If to the Guaranteed Party, as provided in Section 10.02 of the Merger Agreement.

11. Governing Law. This Limited Guarantee shall be governed by and construed in accordance with the Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction.

12. Jurisdiction; Service of Process.

(a) Jurisdiction. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE LOCATED IN WILMINGTON, DELAWARE (AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE) FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY (OR, IF THE COURT OF CHANCERY OF THE STATE OF DELAWARE DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY STATE OR FEDERAL COURT WITHIN THE STATE OF DELAWARE). EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE LOCATED IN WILMINGTON, DELAWARE AND WAIVES ANY CLAIM THAT SUCH SUIT OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY AGREES THAT LIABILITY OF THE guarantor ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL BE DETERMINED SOLELY BY A FINAL AND UNAPPEALABLE JUDGMENT IN ANY ACTION OR PROCEEDING (OR A SETTLEMENT TANTAMOUNT THERETO) AND ANY SUCH FINAL AND UNAPPEALABLE JUDGMENT SHALL BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT IN ANY JURISDICTION WITHIN OR OUTSIDE THE UNITED STATES OR IN ANY OTHER MANNER PROVIDED IN LAW OR IN EQUITY.

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(b) Service of Process. Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Limited Guarantee in any manner permitted by Delaware law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

13. Representations and Warranties. Each of the Guarantor and the Guaranteed Party hereby represents and warrants to the other party that: (a) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee; (b) the execution, delivery and performance of this Limited Guarantee by it has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of such party are necessary therefor; (c) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)); (d) the execution, delivery and performance by it of this Limited Guarantee do not and will not violate its organizational documents or violate any applicable Law or conflict with any material agreement binding on it; and (e) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Limited Guarantee by it have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Limited Guarantee. The Guarantor hereby represents and warrants to the Guaranteed Party that (x) the Guarantor has the financial capacity to pay and perform its obligations under this Limited Guarantee; and (y) for so long as this Limited Guarantee shall remain in effect in accordance with its terms, the Guarantor shall have the cash on hand and/or capital commitments required to fund the sum of both (i) the Guaranteed Obligation and (ii) all of the Guarantor’s other unfunded contractually binding commitments and capital calls that are currently outstanding.

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14. No Assignment. Neither this Limited Guarantee nor any of the rights, interests or obligations hereunder shall be assignable without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party).

15. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

16. Severability. Any term or provision of this Limited Guarantee which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Limited Guarantee in any jurisdiction and, if any provision of this Limited Guarantee is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. No party hereto shall assert, and each party shall cause its respective equity holders, Affiliates and Subsidiaries not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable.

17. Headings. Headings of the Sections of this Limited Guarantee are for convenience only and shall be given no substantive or interpretive effect whatsoever.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

	Essence International Capital Limited, a company incorporated in Hong Kong

	By:	/s/ Haoyi Yang
	Name:	Haoyi Yang
	Title:	Director

Signature Page To Limited Guarantee

IN WITNESS WHEREOF, the undersigned have caused this Limited Guarantee to be executed and delivered as of the date first written above.

	Highpower International, Inc.

	By:	/s/ Shengbin (Sunny) Pan
	Name:	Shengbin (Sunny) Pan
	Title:	Chief Financial Officer

Signature Page To Limited Guarantee

EX-7.09 5 tv524625_ex7-09.htm EXHIBIT 7.09

Exhibit 7.09

INTERIM INVESTORS AGREEMENT

This Interim Investors Agreement (the “Agreement”) is made as of June 28, 2019 by and among HPJ Parent Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), HPJ Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), the Equity Investor (as defined below) and the Rollover Investors (as defined below). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).

RECITALS

WHEREAS, on the date hereof, Highpower International, Inc., a Delaware corporation (the “Company”), Parent and Merger Sub, executed an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) with the Company surviving the Merger and becoming a wholly-owned subsidiary of Parent as a result of the Merger;

WHEREAS, on the date hereof, Essence International Capital Limited (the “Equity Investor”) executed a letter agreement in favor of Parent (the “Equity Commitment Letter”), pursuant to which the Equity Investor has agreed, subject to the terms and conditions set forth therein, to make an equity investment (the “Equity Commitment”) in Parent, immediately prior to the Closing in connection with the Merger;

WHEREAS, on the date hereof, each of the parties listed on the signature pages hereto as a “Rollover Investor” (collectively, the “Rollover Investors,” and together with the Equity Investor, the “Investors” or the “Consortium”) executed that certain Equity Contribution and Voting agreement in favor of Parent (the “Rollover Agreement”), pursuant to which, each of the Rollover Investors has agreed to, subject to the terms and conditions set forth therein and among other obligations, (i) the contribution by each Rollover Investor of all of his Rollover Shares (as defined in the Rollover Agreement) to Parent in exchange for newly-issued shares of Parent (the “Rollover Commitment”, and the aggregate Rollover Commitments and Equity Commitment, collectively the “Commitments”), and (ii) vote in favor of authorization and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger (the transactions contemplated under the recitals, collectively, the “Transaction”);

WHEREAS, on the date hereof, the Guarantor (as defined under the Merger Agreement) executed a limited guarantee in favor of the Company with respect to certain obligations of Parent under the Merger Agreement (the “Limited Guarantee”); and

WHEREAS, the Investors, Parent and Merger Sub wish to agree to certain terms and conditions that will govern the actions of Parent and Merger Sub and the relationship among the Investors with respect to the Merger Agreement, the Equity Commitment Letter, the Rollover Agreement and the Limited Guarantee, and the transactions contemplated by each.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:

AGREEMENT

AGREEMENTS AMONG THE INVESTORS.

1.1 Actions Under the Merger Agreement. Subject to Section 1.7 hereof, the Requisite Investors (as defined below) acting jointly shall have the sole power, authority and discretion to cause Parent and Merger Sub to take any action or refrain from taking any action in order for Parent and Merger Sub to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including, without limitation, determining that the conditions to closing specified in Sections 8.01, 8.02 and 8.03 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreement or condition in the Merger Agreement (including any Closing Condition), amending or modifying the Merger Agreement and determining to close the Merger; provided that the Requisite Investors may not cause Parent or Merger Sub to amend the Merger Agreement in a way that has an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to such Investor without such Investor’s written consent. Parent shall not, and the Investors shall not permit Parent or Merger Sub to, determine that the Closing Conditions have been satisfied, waive compliance with any agreement or condition in the Merger Agreement (including any Closing Condition), amend or modify the Merger Agreement or determine to close the Merger unless such action has been approved in advance in writing by the Requisite Investors, provided that the Equity Investor shall have the power and authority to determine whether Parent shall waive the conditions to closing specified in Section 8.02(e) of the Merger Agreement without any prior approval of the other Investors at its sole discretion. Parent agrees not to take any action with respect to the Merger Agreement, including granting or withholding of waivers and entering into amendments, unless such actions are in accordance with this Agreement. For the purposes of this Agreement, “Requisite Investors” shall mean each of Mr. Dang Yu Pan and the Equity Investor. Notwithstanding any provision of this Agreement to the contrary, from and after the time an Investor becomes a Failing Investor (as defined below), the approval or consent of such Failing Investor shall not be required for any purposes under this Agreement; provided that any Failing Investor that ultimately participates in the Merger as a result of the Closing Investors (as defined below) exercising their rights to seek specific performance hereunder or the Company exercising its specific performance right under the Merger Agreement shall no longer be deemed a “Failing Investor”, and its/his approval or consent rights shall be restored as of the date such previously Failing Investor funds its/his Commitment.

1.2 Equity Financing. Subject to Section 1.7 hereof, Parent shall, at the direction of the Requisite Investors, enforce the provisions of the Equity Commitment Letter in accordance with the terms of the Merger Agreement and the Equity Commitment Letter. The Equity Investor shall comply with its obligations under its Equity Commitment Letter.

1.3 Rollover Agreement. Subject to Section 1.7 hereof, Parent shall, at the direction of the Requisite Investors, enforce the provisions of the Rollover Agreement in accordance with the terms of the Merger Agreement and the Rollover Agreement. Each Rollover Investor shall comply with his obligations under the Rollover Agreement.

1.4 Management Arrangements. Subject to Section 1.7 hereof, following the Closing, Parent shall, at the direction of its board of directors, negotiate and cause to be entered into definitive agreements with members of management of the Company with respect to the terms of management’s employment, compensation, rollover equity and equity incentives.

1.5 Shareholders Agreement. Subject to Section 1.7 hereof, Parent and each Investor agree to negotiate in good faith with respect to the terms and conditions of, and enter into substantially concurrently with the Effective Time, a shareholders agreement or other definitive agreements, which shall contain mutually agreeable terms among the Investors and Parent.

1.6 Consummation of the Transaction. In the event that the Requisite Investors determine to close the Merger in accordance with the terms of the Merger Agreement, the Requisite Investors may terminate the participation in the Transaction of any Failing Investor (as defined below); provided that such termination shall not affect the rights of the Closing Investors (as defined below) against such Failing Investor with respect to such failure to fund, which rights shall be provided in Sections 2.4 and 2.5 hereof. In the event the Failing Investor’s participation in the Transaction is terminated pursuant to this Section 1.6, the amount of the Failing Investor’s Commitment shall first be offered to the Investors (other than (i) any Failing Investor and (ii) any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7) in proportion of their respective Commitments to the aggregate Commitments of the Investors (other than any Failing Investor and any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7) at the time of such termination, and if none or not all of the Failing Investor’s Commitment is accepted by the Investors (other than any Failing Investor and any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7) in such proportion, then the Requisite Investors may offer the Failing Investor’s Commitment, or the applicable portion thereof, to all the Investors (other than any Failing Investor and any Non-Consenting Investor whose participation in the Transaction is terminated pursuant to Section 1.7) and/or one or more new investors as approved by the Requisite Investors.

1.7 Non-Consenting Investors. Notwithstanding anything to the contrary in this Agreement, Parent shall not, and the Requisite Investors shall not permit Parent to (i) modify or amend the Merger Agreement so as to increase or modify in a manner adverse to Parent or any Investor the amount or form of the consideration with respect to the Merger (including by waiver of a breach of the Company’s representation and warranty regarding its capitalization) or increase in any way the obligations under the Limited Guarantee or the Equity Commitment Letter, (ii) modify or waive, in a manner adverse to Parent or any Investor, any provisions relating to the Parent Termination Fee (as defined under the Merger Agreement) or the aggregate cap on monetary damages available to the Company or (iii) modify the structure of the transaction contemplated by the Merger Agreement (including the Merger and its funding structure), in each case, without the prior written consent of each Investor (the signature of an Investor on the written instrument with respect to such modification, amendment or waiver being due evidence for all purpose of such prior written consent); provided that in the event that the Requisite Investors are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent to do so) with respect to the matters described in clauses (i) through (iii) above and any one Investor declines to agree to, proceed with, or take any action with respect to such matter (a “Non-Consenting Investor”), the Requisite Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the Transaction, and in such event such Non-Consenting Investor shall have no rights or liability hereunder (except as specifically provided in Section 1.9 hereof) or, if applicable, under its Equity Commitment Letter, its Limited Guarantee or the Rollover Agreement; and provided, further, that such Non-Consenting Investor shall have received (A) a full and unconditional release of its or his obligations (x) under this Agreement (other than the applicable provisions of Section 1.9 and Section 1.11.3 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release), and (y) if applicable, under its Equity Commitment Letter, its Limited Guarantee and the Rollover Agreement, from Parent, the Company, and each other Investor (as the case may be), or (B) a mutually satisfactory indemnity with respect to such Non-Consenting Investor’s liabilities under this Agreement, and, if applicable, its Equity Commitment Letter, its Limited Guarantee and the Rollover Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s participation in the Transaction, the amount of the Non-Consenting Investor’s Commitment shall first be offered to Dang Yu Pan at the time of such termination, and if none or not all of the Non-Consenting Investor’s Commitment is accepted by Dang Yu Pan in such proportion, then the Requisite Investors may offer the Non-Consenting Investor’s Commitment, or portion thereof, to one or more new investors approved by the Requisite Investors.

1.8 Company Termination Fee. Any Company Termination Fee (as defined under the Merger Agreement) paid by the Company or any of its Affiliates pursuant to the Merger Agreement or otherwise, after making adequate provisions for the payment or reimbursement of Consortium Costs pursuant to Section 1.9 hereof shall be promptly paid by Parent or Merger Sub to the Investors (other than any Investor that is a (i) Non-Consenting Investor whose participation in the transaction has been terminated pursuant to Section 1.7 hereof or (ii) a Failing Investor at the time of termination of the Merger Agreement) or their designees in proportion to their respective Pro Rata Portion (other than any Non-Consenting Investor whose participation in the transaction has been terminated pursuant to Section 1.7 hereof and any Failing Investor). For the purposes of this Agreement, the “Pro Rata Portion” means 90% on the part of the Investors (other than Essence International Capital Limited) on a joint and several basis, and 10% on the part of Essence International Capital Limited.

1.9 Expense Sharing.

1.9.1 In the event the Merger is consummated, then, at or immediately following the Effective Time, Parent shall or shall cause the Surviving Company to reimburse the Investors for, or pay on behalf of the Investors, as the case may be, all of the Consortium’s reasonable out-of-pocket costs and expenses incurred in connection with the Transaction, including the reasonable fees, expenses and disbursements of the legal, accounting, banking and other advisors and/or consultants that have been retained by Parent, Merger Sub or jointly by the Consortium (including Orrick, Herrington & Sutcliffe LLP (“Orrick”) and any other advisor or consultant whose appointment and expenses are agreed to in writing by the Requisite Investors), and any fees related to the Merger incurred by Parent and Merger Sub (including without limitation any and all incorporation expenses) (all such fees and expenses, in the aggregate, the “Consortium Costs”). For the avoidance of doubt, the Consortium Costs shall include indemnities actually paid or payable to the legal, accounting, banking and other advisors and/or consultants, and other advisors who have been engaged by Parent, Merger Sub or jointly by the Requisite Investors with respect to the Merger; provided that, unless and only to the extent otherwise approved by the Requisite Investors in advance, Consortium Costs shall not include, and each Investor shall be responsible for, any costs and expenses incurred by such individual Investor in connection with the Transaction, including without limitation, the reasonable and documented fees, expenses and disbursements of the legal, accounting, banking and other advisors and/or consultants that may have been separately retained by such Investor (including without limitation, the fees and expenses of Orrick incurred in its capacity as Dang Yu Pan’s own international legal counsel unless Essence International Capital Limited or Essence International Financial Holdings (Hong Kong) Limited agrees in writing that the fees and expenses incurred by Orrick in its capacity as Dang Yu Pan’s own international legal counsel will be treated as the Consortium Costs).

1.9.2 In the event of a termination of the Merger Agreement in accordance with its terms in which a Company Termination Fee is paid to Parent (or its designee), Parent shall first pay, or cause to be paid, all Consortium Costs from the Company Termination Fee and distribute, or cause to be distributed, any remaining amount of the Company Termination Fee to the Investors (other than any Failing Investors) in proportion to their respective Pro Rata Portion.

1.9.3 In the event of a termination of the Merger Agreement in accordance with its terms in which no Company Termination Fee is paid to Parent (or its designee), each Investor (including, for the avoidance of doubt, any Failing Investor and Non-Consenting Investor) agrees that it will be responsible for its/his Pro Rata Portion of the Consortium Costs, and any fees and expenses incurred by any Investor other than the Consortium Costs (including without limitation, the fees and expenses of Orrick incurred in its capacity as Dang Yu Pan’s international legal counsel unless Essence International Capital Limited or Essence International Financial Holdings (Hong Kong) Limited agrees in writing that the fees and expenses incurred by Orrick in its capacity as Dang Yu Pan’s own international legal counsel will be treated as the Consortium Costs) will be borne by such Investor; provided that if the Merger Agreement is terminated and the Merger is not consummated as a result of the breach by one or more Investors of such Investors’ respective obligations under this Agreement, or, if applicable, the Rollover Agreement or the Equity Commitment Letter, then such breaching Investor or Investors shall (A) be responsible for (i) all the Consortium Costs, (ii) any payment obligations of Parent and Merger Sub under Section 9.03 of the Merger Agreement, or any guarantee of either of the foregoing pursuant to the Limited Guarantee and (iii) any other damages or losses payable to the Company; and (B) reimburse the Closing Investors for their respective fees and expenses (other than the Consortium Costs) incurred in connection with the Transaction. Notwithstanding the foregoing, no Non-Consenting Investor shall be responsible for Consortium Costs incurred after the termination of such Non-Consenting Investor’s participation in the Transaction.

1.9.4 Prior to making any payment of Consortium Costs hereunder, Essence International Capital Limited shall be entitled to receive and review reasonable documentation of such fees and expenses.

1.9.5 The obligations under this Section 1.9 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement.

1.10 Notice of Closing; Notices. Parent will use its commercially reasonable efforts to provide each Investor with at least ten (10) Business Days prior notice of the Closing Date under the Merger Agreement; provided that the failure to provide such notice will not relieve an Investor of its/his obligations under this Agreement. Any notices received by Parent pursuant to Section 10.02 of the Merger Agreement shall be promptly provided to each Investor at the address set forth in such Investor’s Equity Commitment Letter or the Rollover Agreement.

1.11 Representations and Warranties; Covenants.

1.11.1 Each party hereto represents and warrants to the other parties hereto that: (i) if such party is an entity, it is duly organized, validly existing and in good standing in the jurisdiction of its incorporation, organization or formation, (ii) if such party is an entity, it has the requisite power and authority to execute, deliver and perform this Agreement and the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary actions and proceedings on the part of such party, (iii) this Agreement has been duly executed and delivered by such party and constitutes a valid and binding agreement of such party enforceable against it in accordance with the terms hereof, and (iv) such party’s execution, delivery and performance of this Agreement does not require a consent, waiver or approval by any Person and will not violate: (a) if such party is an entity, any provision of its organizational documents, (b) any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such party or its/his assets, or (c) any of the terms of any material contract or agreement to which such party is a party or by which such party is bound, or any office such party holds.

1.11.2 Each Investor hereto represents, warrants and covenants to Parent, Merger Sub and the other Investors that: (i) none of the information supplied in writing by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will contain a material misstatement of fact or a material omission of fact necessary to make the information provided not misleading; and (ii) it has not entered into any agreement, arrangement or understanding with any other Investor, any other potential investor or group of investors or the Company with respect to the subject matter of this Agreement and the Merger Agreement, other than the agreements expressly contemplated by or disclosed under this Agreement and the Merger Agreement.

1.11.3 Until this Agreement is terminated pursuant to Section 2.1, no Investor shall enter into any agreement, arrangement or understanding or have discussions with any other potential investor or acquirer or group of investors or acquirers or the Company or any of its representatives with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company without the prior approval of the Requisite Investors; provided that this Section 1.11.3 shall continue to apply to an Investor that is a Failing Investor or that is released from this Agreement pursuant to Section 1.7 for a period of two (2) years following such failure or release.

1.11.4 The Investors shall cooperate in defending any claim that the Investors are or any of them or their Affiliates is liable to make payments under the Limited Guarantee.

1.11.5 Dang Yu Pan hereby represents, warrants and covenants to Parent, Merger Sub, and Essence International Capital Limited that (i) as of the date of this Agreement, he has reviewed the terms and conditions of the Merger Agreement, including each of the representations and warranties made by the Company in Article IV of the Merger Agreement, and is not aware of any inaccuracy or breach in the representations and warranties made by the Company in Article IV of the Merger Agreement and has no knowledge of any circumstance, event, change, effect or development, the existence or magnitude of which has or would reasonably be expected to have a Company Material Adverse Effect; and (ii) as of the date of this Agreement, he is in material compliance with any and all personal guarantees in favor of the lenders of the Company or its Subsidiaries (as defined under the Merger Agreement) (including without limitation, Maximum Warranty Contract dated January 22, 2019, between Dang Yu Pan and Bank of Beijing Co., Ltd. Shenzhen Branch, Maximum Amount Guaranty Contract dated March 19, 2019, between Dang Yu Pan and Industrial Bank Co., Ltd., Shenzhen Longgang Branch, Maximum Amount Guaranty Contract dated March 19, 2019, between Dang Yu Pan and Industrial Bank Co., Ltd., Shenzhen Longgang Branch) and he is not default in any material respect under any of such personal guarantee.

1.11.6 The Rollover Investors shall jointly and severally indemnify the Equity Investor for any all losses, damages, liabilities, claims, costs, expenses (including the fees, disbursements and other reasonable charges of counsel incurred by the Equity Investor), penalties and interests resulting from or arising out of any breach by any Rollover Investor or his Affiliate under this Agreement, or, if applicable, the Rollover Agreement.

1.11.7 Each Rollover Investor hereby grants, pledges, and assigns to the Equity Investor, as collateral security for the Rollover Investors’ prompt and complete payment and performance when due of any and all of their respective indemnification obligations under this Agreement, a first priority continuing security interest (perfected by control) in, lien on, and right of set-off against the Rollover Investors’ right, title and interest in, to and under all the cash and proceeds transferred from such Rollover Investor into the accounts of the Equity Investor or its Affiliate for the purposes of the Transaction. Each Rollover Investor agrees that the Equity Investor will be entitled to transfer the cash and proceeds in such account to the Equity Investor for application against such Rollover Investor’s indemnification obligations under this Agreement.

1.12 Confidentiality. Each of the parties hereto agree that, until the second anniversary of the date hereof, none of the parties hereto shall, and each party hereto shall, if applicable, cause its directors, officers, employees, advisors and other agents and representatives (all such Persons, with respect to any Person, such Person’s “Representatives”) not to, directly or indirectly, disclose to any other Person or entity (other than such party’s Representatives) any Confidential Information received from the other parties hereto, except as compelled by a court or required by law, legal process, rule or regulation (including securities rules and regulations). For purposes hereof, “Confidential Information” means any information, whether in written, oral or other form with respect to the Company, the parties hereto and the transactions contemplated under this Agreement, the Merger Agreement and other transaction agreements referenced herein and therein, provided that Confidential Information does not include any information which at the time of disclosure or thereafter is (i) generally available to or known by the public other than as a result of a disclosure by the receiving party of such information in breach of an obligation of confidentiality or (ii) lawfully available to the recipient of such information from a source other than the disclosing party or its/his Representatives which source is not, as far as the receiving party is aware, in breach of an obligation of confidentiality.

1.13 Major Parent Shareholder. Dang Yu Pan, as one of the initial shareholders of Parent, agrees to use commercially reasonable efforts to take all corporate actions reasonably necessary to cause Parent to give effect to and comply with the matters set forth in this Agreement.

MISCELLANEOUS.

2.1 Effectiveness. This Agreement shall become effective on the date hereof and shall terminate (except with respect to Sections 1.9, 1.10, 1.12, 1.13, and 2) upon the earlier of the Effective Time of the Merger and the termination of the Merger Agreement pursuant to Article IX thereof; provided that any liability for failure to comply with the terms of this Agreement shall survive such termination.

2.2 Amendment. This Agreement may be amended or modified and the provisions hereof may be waived, only by an agreement in writing signed by all Investors.

2.3 Severability. In the event that any provision hereof would, under applicable Law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

2.4 Remedies. The parties hereto agree that, except as provided herein, this Agreement will be enforceable by all available remedies at law or in equity (including, without limitation, specific performance). In the event that (i) Parent determines to enforce the provisions of the Equity Commitment Letter, and (ii) Parent determines to enforce the provisions of the Rollover Agreement, in each case, at the direction of the Requisite Investors in accordance with this Agreement, and Investors (which shall include the Requisite Investors) are prepared to (x) cause Parent and Merger Sub to consummate the Merger in accordance with this Agreement, (y) fulfill their obligations under the Rollover Agreement and (z) fund th Equity Commitment immediately prior to the Closing, as evidenced in writing to the other Investors (the Investors who are so prepared for each applicable action, the “Closing Investors”), but one Investor fails to fund its Equity Commitment or provides written notice that it will not fund its Equity Commitment, or fails to fulfill his obligations under the Rollover Agreement or provide written notice that it or he will not fulfill its or his obligations under the Rollover Agreement, as applicable, (each such Investor, a “Failing Investor”), the parties hereto agree that the Closing Investors shall be entitled, in their discretion, to either (a) specific performance of the terms of this Agreement, the Equity Commitment Letter and/or the Rollover Agreement, as applicable, together with any costs of enforcement incurred by the Closing Investors in seeking to enforce such remedy or (b) payment by such Failing Investor(s) in an amount equal to the aggregate out-of-pocket damages incurred by such Closing Investors (including amounts paid under any such Closing Investor’s Limited Guarantee). If Parent, acting at the direction of the Requisite Investors, determines to enforce the remedy described in the preceding sentence against any Failing Investor, it must do so against all Failing Investors. If there are multiple Failing Investors, each Failing Investor’s portion of the total obligations hereunder shall be the amount equal to the product of (a) the amounts due from all Failing Investors hereunder (including the value of any Rollover Commitment) multiplied by (b) a fraction of which the numerator is such Failing Investor’s Commitment, as applicable, and the denominator is the sum of all Failing Investors’ Commitments.

2.5 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Investors may be partnerships or limited liability companies, Parent, Merger Sub and each Investor covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member or manager of any Investor or of any partner, member, manager or Affiliate thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director, officer, employee, general or limited partner or member or manager of any Investor or of any partner, member, manager or Affiliate thereof, as such, for any obligation of any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation. Nothing set forth in this Agreement shall confer or give or shall be construed to confer or give to any Person other than the parties hereto (including any Person acting in a Representative capacity) any rights or remedies against any party hereto other than as expressly set forth herein.

2.6 Governing Law. This Agreement and the obligations hereunder shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. Any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 2.6. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be Chinese and the tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Arbitration Rules of HKIAC, such Arbitrator shall be appointed promptly by the HKIAC. The tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties hereto irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

2.7 Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

2.8 Other Agreements. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties hereto or any of their Affiliates with respect to the subject matter contained herein except for such other agreements as are references herein which shall continue in full force and effect in accordance with their terms; for the avoidance of doubt, the Consortium Agreement dated March 13, 2019 by and among Essence International Financial Holdings (Hong Kong) Limited, Dang Yu Pan, Wen Liang Li, and Wen Wei Ma shall be terminated with immediate effect and with no further force and effect from all respective upon the execution of this Agreement.

2.9 Assignment. This Agreement may not be assigned by any party hereto or by operation of law or otherwise without the prior written consent of each of the other parties, except that the Agreement may be assigned to an Affiliate of a party hereto; provided that the party making such assignment shall not be released from its/his obligations hereunder. Any attempted assignment in violation of this Section 2.9 shall be void.

2.10 No Representations or Duty. (a) Each party hereto acknowledges and agrees that no party has made or will make any representation or warranty with respect to the terms, value or any other aspect of the Transactions unless expressly specified under this Agreement, the Merger Agreement and/or, if applicable, the Rollover Agreement, the Equity Commitment Letter or the Limited Guarantee. Each Investor acknowledges, represents and warrants that it is not relying on any other Investor (i) for its/his due diligence concerning, or evaluation of, the Company, the Company Subsidiaries or their respective assets or businesses, (ii) for its/his decision with respect to making any investment contemplated under this Agreement, the Merger Agreement and/or, if applicable, the Rollover Agreement, the Equity Commitment Letter or the Limited Guarantee, or (iii) with respect to Tax and other economic considerations involved in such investment. (b) No party hereto shall have any fiduciary or other duty to any other party except as expressly set forth in this Agreement or otherwise required by applicable Laws.

2.11 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Signature pages follow]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

	PARENT:

	HPJ Parent Limited

	By:	/s/ Dangyu Pan
	Name:	Dangyu Pan
	Title:	Director

	By:	/s/ Haoyi Yang
	Name:	Haoyi Yang
	Title:	Director

	MERGER SUB:

	HPJ Merger Sub Corp.

	By:	/s/ Dangyu Pan
	Name:	Dangyu Pan
	Title:	Director

	By:	/s/ Haoyi Yang
	Name:	Haoyi Yang
	Title:	Director

Signature Page to Interim Investors Agreement

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

	EQUITY INVESTOR:

	Essence International Capital Limited

	By:	/s/ Haoyi Yang
	Name:	Haoyi Yang
	Title:	Director

Signature Page to Interim Investors Agreement

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

	ROLLOVER INVESTOR:

	Dang Yu Pan


	/s/ Dangyu Pan


	Wen Liang Li


	/s/ Wen Liang Li


	Wen Wei Ma


	/Wen Wei Ma

Signature Page to Interim Investors Agreement

EX-7.10 6 tv524625_ex7-10.htm EXHIBIT 7.10

Exhibit 7.10

JOINT FILING AGREEMENT

The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them without the necessity of filing additional joint filing agreements. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Date: July 2, 2019	/s/ Dang Yu (George) Pan
	Dang Yu (George) Pan

	Advance Pride International Limited

	By:	/s/ Dang Yu (George) Pan
	Name:	Dang Yu (George) Pan
	Title:	Director


	/s/ Wen Liang Li
	Wen Liang Li


	/s/ Wen Wei Ma
	Wen Wei Ma

	HPJ Parent Limited

	By:	/s/ Dang Yu (George) Pan
	Name:	Dang Yu (George) Pan
	Title:	Director