[TABLE OF CONTENTS HIGHPOWER INTERNATIONAL, INC. TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K For the Fiscal Year Ended December 31, 2012 PART I ITEM 1. BUSINESS 1 ITEM 1A. RISK FACTORS 13 ITEM 1B. UNRESOLVED STAFF COMMENTS 33 ITEM 2. PROPERTIES 33 ITEM 3. LEGAL PROCEEDINGS 35] [THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD. hong kong branch (incorporated in taiwan with limited liability) Private and Confidential Our Reference: (6400101110092) 29th August 2012 Hong Kong Highpower Technology Company Limited Dear Sirs, Re: Banking Facility up to a limit of USD2,600,000 Borrower: Hong Kong Highpower Technology Company Limited Facility Letter Appendix We are pleased to offer the banking/credit facility(ies)] [THE SHANGHAI COMMERCIAL & SAVINGS BANK, LTD. hong kong branch (incorporated in taiwan with limited liability) Private and Confidential Our Reference: 600101110093 7th September 2012 Hong Kong Highpower Technology Company Limited Dear Sirs, Re: Banking Facility up to a limit of USD6,000,000 Borrower: Hong Kong Highpower Technology Company Limited “Facility Letter” “Appendix” We are pleased to offer the banking/credit facility(ies)] [Shenzhen Development Bank, Branch of Shenzhen Comprehensive Credit Line Contract Shenzhen Development Bank Version of July, 2009 Comprehensive Credit Line Contract Reference No. : Shenfa Shenxinzhou zong zi di 20121207004 Party A: Shenzhen Development Bank, Xinzhou Branch Address: Zhongcheng Tianyi Garden, Xinzhou Road, Futian District, Shenzhen City Office number: 2348 0000 Fax: 2348 0005 Person in charge: Li Jing Position:] [Guaranty Contract of Maximum Amount Shenzhen Development Bank Version of July, 2009 Guarantee Contract of Maximum Guarantee Amount Contract NO: Shenfa Shenxinzhou ebao zi di 20121207004-02 Party A (Main contract creditor): Shenzhen Development Bank Limited Company, Xinzhou Branch Address: Zhongcheng Tianyi Garden, Xinzhou Road, Futian District, Shenzhen City Office number: 2348 0000 Fax: 2348 0005 Person in charge: Li Jing] [Independent Registered Public Accounting Firm’s Consent We consent to the incorporation by reference in the Registration Statement of Highpower International, Inc. and subsidiaries (the “Company”) on Form S-8 (File No.333-157443) and the Registration Statement on Form S-3 (File No. 333-168473) of our report dated April 1, 2013, with respect to our audits of the consolidated financial statements of the Company] [I, Dangyu 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 of the circumstances under which such statements were made,] [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 the circumstances under which such statements were made,] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dangyu Pan Chairman of the Board and Chief Executive Officer April 1, 2013 Henry Sun Chief Financial Officer (Principal Financial and Accounting Officer) April 1, 2013]