[TABLE OF CONTENTS HIGHPOWER INTERNATIONAL, INC. TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K For the Fiscal Year Ended December 31, 2010 ITEM 1.] [Agreement on Line of Credit No. 2010 Zhen Zhong Yin Bu E Xie Zi No. 000788 Party A: Shenzhen Highpower Technology Co., Ltd. Business License No.: 440307503274740 Legal representative/principal: Pan Dangyu Domicile: A2 Block, Luoshan Industrial Park, Pinghu Town, Luogang District, Shenzhen Postal Code: 518111 Opening financial institution & account: Bank of China, Pinghu Subbranch, 814809259208091001 Tel.: 89686236 Fax: 89686298] [Guaranty Contract of Maximum Amount No.:000788B Account Guarantee Agreement Issued in 2010 by (Shenzhen Buji Subbranch) Bank of China Pan Dangyu Guarantor: No of business license/ID No: / Legal Representative/Person in Charge: Dormitory of Shenzhen Highpower Technology Co., Ltd. Residential Address: 518000 Post Code: / Related Bank of Opening and Account Number: 89686238 89686298 Phone: Shenzhen Buji Subbranch of Bank] [UNCOMMITTED SHORT TERM REVOLVING FACILITY AGREEMENT Dated Aug, 12, 2010, [No.: FA750506100812] BETWEEN: (1) CITIBANK (CHINA) CO., LTD. SHENZHEN BRANCH (the "Bank"), with legal address at 34/F Duty-Free, Business Building No.6, 1st Fuhua Road, Futian CBD Shenzhen, China; and (2) SHENZHEN HIGHPOWER TECHNOLOGY CO., LTD. with legal address at Luoshan Industrial Zone,Pinghu, Longgang, Shenzhen, Guangdong, China and IT IS AGREED] [Guaranty th Guaranty, dated as of Aug 12 th th Guaranty includes (1) credit facility agreement (the facility agreement) dated as of Aug 12 The words used in this guaranty not defined but defined in the facility or master agreement have the same definition with the facility or master agreement. 1. Guaranty and compensation 2. Absolute guaranty The guaranty is] [UNCOMMITTED SHORT TERM REVOLVING FACILITY AGREEMENT Dated Aug, 12, 2010, [No.: FA751091100812] BETWEEN: (1) CITIBANK (CHINA) CO., LTD. SHENZHEN BRANCH (the "Bank"), with legal address at 34/F Duty-Free, Business Building No.6, 1st Fuhua Road, Futian CBD Shenzhen, China; and (2) SHENZHEN HIGHPOWER TECHNOLOGY CO., LTD. with legal address at Luoshan Industrial Zone, Pinghu, Longgang, Shenzhen, Guangdong, China and (3) SPRINGPOWER] [Comprehensive line of credit contract NO: 00106082367 ： ， Party A ： Party B Party A agrees to provide credit facilities for Party B to use by the application of Party B. In accordance with the relevant laws and regulations, Party A and Party B make the agreement after the equal consultations, and signing the following terms of the contract.] [Irrevocable Guaranty Contract of Maximum Amount Contract No.: 2010 Long Zi No. 00106082367-1 To: China Merchants Bank CO., Ltd. Shenzhen Longgang Sub-branch Bank and Shenzhen Highpower Technology Co., Ltd. (referred to as "Credit Applicant ") on __ __ 2010 signed the 2010 Long Zi No. 00106082367 of the "Credit Agreement" (referred to as "Credit Agreement"). Under the "Credit Agreement", between] [Line of credit contract Contract No: 20100713001 Party A: SHENZHEN DEVELOPMENT BANK CO., LTD. Shenzhen Xinzhou Sub-branch Add: Zhongchengtianyi Building, Xinzhou Road, Futian District, Shenzhen, GD, PRC Tel: 23480048 Fax: 23480054 Principal: Fu Nannan Position: President Party B: SHENZHEN HIGHPOWER TECHNOLOGY CO., LTD. Add: Building A2, Luoshan Industrial Zone, Shanxia, Pinghu, Shenzhen, Guangdong, China Tel: 89686236 Fax: 89686819 Legal Representative:] [The maximum amount Guarantee Contract Contract No: 20100713001 Party A: SHENZHEN DEVELOPMENT BANK CO., LTD. Shenzhen Xinzhou Sub-branch Add: Zhongchengtianyi Building, Xinzhou Road, Futian District, Shenzhen, GD, PRC Tel: 23480048 Fax: 23480054 Principal: Fu Nannan Position: President Party B (guarantor): Pan Dangyu voucher: I.D. card No of voucher: Type of In order to perform the contract (hereinafter referred to as] [Comprehensive line of credit contract Party A: SHENZHEN HIGHPOWER TECHNOLOGY CO., LTD. Add: Building A2, Luoshan Industrial Zone, Shanxia, Pinghu, Shenzhen, Guangdong, China Legal Representative: Pan Dangyu Tel: 89686236 Fax: 89686819 ： Party B ： Add ： Tel ： Fax In accordance with the relevant laws and regulations, like ‘Republic of China on Commercial Banks’and ‘Interim Measures of commercial banks] [STRICTLY PRIVATE & CONFIDENTIAL [Shenzhen Highpower Technology Co., Ltd] Dear Sirs, Renminbi /FCY Banking Facility Re: Shenzhen Highpower Technology Co., Ltd, Company Standard Chartered Bank (China) Limited, Shenzhen Branch Bank Standard Chartered Bank (China) Limited Shenzhen Branch , We refer to the recent discussions regarding the financing requirements of 1. Import Invoice Financing Amount: USD5,000,000 Purpose: To finance the local] [Standard Chartered Bank (China) Co., Ltd. TO: The maximum amount Guarantee Contract Unconditional and irrevocable guarantee of (1) to the Bank guarantee, the customer will repay all the loan principal, your letter down the line because of the financing of all expenditures other financing payments, interest, penalty interest, liquidated damages, damages , the Bank all costs and expenses to achieve] [Our Ref: OCC/MM/Team 11/BVD CONFIDENTIAL Hong Kong Highpower Technology Company Limited Room 4, Block 4, 13/F, Tai Ping Ind Ctr, 51A Ting Kok Road, Tai Po, New Territories. Attn: Mr. Eric Li Dear Sirs, BANKING FACILITIES Standard Chartered Bank (Hong Kong) Limited [chinese symbols] (the “Bank”) is pleased to offer certain banking facilities including, amongst other facilities, those terms set] [21/F, Tower 1& 2, The Gateway, Harbour City, Tsimshatsui, Kowloon, Hong Kong Commercial Bank Our reference: 174781/013111/vw Hong Kong Highpower Technology Company Limited Room 4 Block 4 l3/F Tai Ping Industrial Centre 51A Ting Kok Road Tai Po N.T. Dear Sirs, Facility Re: Uncommitted Demand Credit Facility (the “ Borrower : Hong Kong Highpower Technology Company Limited Lender : Citibank,] [IMPORTANT NOTICE: THIS LETTER SETS OUT THE TERMS AND CONDITIONS UPON WHICH OUR BANK WOULD PROVIDE BANKING FACILITIES TO YOU. YOU ARE ADVISED TO READ AND UNDERSTAND SUCH TERMS AND CONDITIONS BEFORE ACCEPTING THIS LETTER, OR IF IT DEEMS NECESSARY, SEEK FOR INDEPENDENT LEGAL ADVICE. To: Hong Kong Highpower Technology Company Limited We are pleased to offer to you the] [EX-10.14 20 v218098_ex10-14.htm] [EX-10.14(A) 25 v218098_ex10-14a.htm] [EX-10.14(B) 30 v218098_ex10-14b.htm] [Consent of Independent Registered Public Accounting Firm Permitting Highpower International, Inc. to Use and Attach our Audit Report in any filings required by the SEC We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-157443) and the Registration Statement on Form S-3 (File No. 333-168473) of Highpower International, Inc. of our report] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Dang Yu Pan, certify that: 1. I have reviewed this annual report on Form 10-K of Highpower International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Henry Sun, certify that: 1. I have reviewed this annual report on Form 10-K of Highpower International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dang Yu Pan Dang Yu Pan Chairman of the Board and Chief Executive Officer April 12, 2011 Henry Sun Chief Financial Officer (Principal Financial and Accounting Officer) April 12, 2011 EX-32.1 36 v218098_ex32-1.htm]