[TABLE OF CONTENTS HIGHPOWER INTERNATIONAL, INC. TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K For the Fiscal Year Ended December 31, 2015 PART I ITEM 1. BUSINESS 1 ITEM 1A. RISK FACTORS 14 ITEM 1B. UNRESOLVED STAFF COMMENTS 35 ITEM 2. PROPERTIES 35 ITEM 3. LEGAL PROCEEDINGS 37 ITEM 4. MINE SAFETY DISCLOSURES 37 PART II 38 ITEM 5.] [HSBC Commercial Banking-GTRF Receivables Finance Division CARM 150709/CM 150715 CONFIDENTIAL THE DIRECTORS HONG KONG HIGHPOWER TECHNOLOGY CO LIMITED UNIT 12 15/F TECHNOLOGY PARK 18 ON LAI ST SHEK MUN SHATIN NT, HONG KONG 1 September 2015 Dear Sirs Offer Letter - Invoice Discounting / Factoring Agreement (“Standard Conditions”) “Invoice Discounting / Factoring Agreement With reference to our recent discussions, we] [To: The Hongkong and Shanghai Banking Corporation Limited GUARANTEE (Limited Amount) 1. Definitions Bank “ Banking Facilities “ Customer “ Default Interest “ Exchange Rate “ Guaranteed Monies “ Guarantor “ Maximum Liability “ person “ Process Agent “ Specified Sum “ Tariff Book “ 2. Interpretation 2.01 Where there are two or more persons comprised in the expression “the] [To The Hongkong and Shanghai Banking Corporation Limited 1. Definitions Bank “ Banking Facilities “ Customer “ Default Interest “ Exchange Rate “ Guaranteed Monies “ Guaranto “ Maximum Liability “ person “ Process Agent “ Specified Sum “ Tariff Book “ 2. Interpretation 2.01 Where there are two or more persons comprised in the expression “the Customer” the Guaranteed] [The Hongkong and Shanghai Banking Corporation Limited The Hong Kong Special Administrative Region To: GUARANTEE (Limited Amount) 1. Definitions Bank “ Banking Facilities “ Customer “ Default Interest “ Exchange Rate “ Guaranteed Monies “ Guarantor “ Maximum Liability “ person “ Process Agen “ Specified Sum “ Tariff Book “ 2. Interpretation 2.01 Where there are two or more] [To: The Hongkong and Shanghai Banking Corporation Limited The Hong Kong Special Administrative Region GUARANTEE (Limited Amount) 1. Definitions Bank “ Banking Facilities “ Customer “ Default Interest “ Exchange Rate “ Guaranteed Monies “ Guarantor “ Maximum Liability “ person “ Process Agent “ Specified Sum “ Tariff Book “ 2. Interpretation 2.01 Where there are two or more] [MAXIMUM AMOUNT COMPREHENSIVE CREDIT LINE CONTRACT NO. SX161215000332 Fiduciary: Springpower Technology (Shenzhen) Co., Ltd Address: Building A, Chaoshun Industrial Zone, Renmin Street, Danhu, Guanlan Road, Baoan, Shenzhen Creditor: Bank of Jiangsu, Shenzhen Sub-branch Address: 4011, Shennan Road, Futian District, Shenzhen. According to relevant laws and regulations of China, this contract was agreed by two parties, and both parties agree to] [Maximum Amount Personal Joint Responsibility Guarantee NO. BZ161215000025 To: Bank of Jiangsu, Shenzhen Sub-branch To ensure the performance of Creditor’s right, the guarantor agrees to provide joint responsibility and promises as follows: “Maximum Amount Comprehensive Credit Line Contract” signed by bank and debtor Springpower Technology (Shenzhen) Co., Ltd, and the contract number is “SX161215000332” Article 1 The Guaranteed Debt The] [Maximum Amount Guaranty Contract Contract No.: BZ161215000026 Guarantor: SHENZHEN HIGHPOWER TECHNOLOGY CO., LTD. Address: Bldg. 1, No. 68, Xinsha Road, Pinghu Street, Longgang District, Shenzhen Creditor: Bank of Jiangsu, Shenzhen Sub-branch. Address: 4011, Shennan Road, Futian District, Shenzhen. Article 1: Master Contract A . The master contract hereunder is Springpower Technology (Shenzhen) Company Limited SX 161215000332 A. The creditor and] [MAXIMUM AMOUNT GUARANTY CONTRACT Contract No.: BZ161215000024 Guarantor: Icon Energy System Company Limited Address: Block A, 4/F, Jinmeiwei Industrial Park, Guanlan Hi-tech Industrial Park, Shangkeng Community, Guanlan Town, Baoan District, Shenzhen Creditor: Bank of Jiangsu, Shenzhen Sub-branch. Address: 4011, Shennan Road, Futian District, Shenzhen. Article 1: Master Contract A . The master contract hereunder is Springpower Technology (Shenzhen) Company Limited] [COMPREHENSIVE CREDIT LINE CONTRACT Contract No.: Pingyin Shen Xin Zhou Zongzi 20151210 No. 001 Party A (Line Grantor): SHENZHEN BRANCH PING AN BANK CO., LTD. Address: NO 1099 Shennan Dong Road, Shenzhen Legal Representative (Principal): Guiping Yao Tel.: 23480048 Party B (Line Applicant): SHENZHEN HIGHPOWER TECHNOLOGY CO., LTD. Address: Bldg. 1, No. 68, Xinsha Road, Pinghu Street, Longgang District, Shenzhen] [MAXIMUM GUARANTEE CONTRACT Pingyin Shen Xin Zhou Zongzi Contract No.: Party A (Creditor): PINGAN BANK CO., LTD. SHENZHEN BRANCH Address: NO 1099 Shennan Donglu Road, Shenzhen Tel.: 23480048 Fax: 23480054 Principal: Guiping Yao Position: President Party B (Guarantor): Dangyu Pan Certificate Type *:ID Certificate No. *:430104196803184316 (The contents expressed with “*” may not be written if Party B is an] [MAXIMUM GUARANTEE CONTRACT Pingyin Shen Xin Zhou Zongzi Contract No.: Party A (Creditor): PINGAN BANK CO., LTD. SHENZHEN BRANCH Address: NO1099 Shennan Zhonglu Road, Shenzhen 23480048 Tel.: 23480054 Fax: Guiping Yao Principal: President Position: Party B (Guarantor): SPRINGPOWER TECHNOLOGY (SHENZHEN) COMPANY LIMITED Certificate Type *: Certificate No. *: (The contents expressed with “*” may not be written if Party B] [Number :0400000928-2015 Nian (Henggang) No. 00090 WORKING CAPITAL LOAN CONTRACT The lender Industrial and Commercial Bank of China Ltd. Shenzhen Henggang Branch Person in charge: Duoping Yang Contact: Weifeng Tian Residence (address): City Center Garden Street Shops 101, 201, Henggang Street, Longgang District, Shenzhen Zip Code: 518115 Tel 0755 -28433033 Fax 0755-28858699 E-mail: Borrower Shenzhen Highpower Technology Co., Ltd. Legal] [Contract NO: 0400000928-2015 Henggang (Bao)zi 0009 GUARANTY CONTRACT OF MAXIMUM AMOUNT IMPORTANT NOTE: This contract is in equal and voluntary basis of the parties, all terms of the contract are both true meaning of them. To maintain the legitimate interests of the guarantor, the creditor specially remind the guarantor to pay attention on the bold terms in the contract. Creditors:] [Contract NO: 0400000928-2015 Henggang (Bao)zi 0011 GUARANTY CONTRACT OF MAXIMUM AMOUNT IMPORTANT NOTE: This contract is in equal and voluntary basis of the parties, all terms of the contract are both true meaning of them. To maintain the legitimate interests of the guarantor, the creditor specially remind the guarantor to pay attention on the bold terms in the contract. Creditors:] [Contract NO: 0400000928-2015 Henggang (Bao)zi 0010 GUARANTY CONTRACT OF MAXIMUM AMOUNT IMPORTANT NOTE: This contract is in equal and voluntary basis of the parties, all terms of the contract are both true meaning of them. To maintain the legitimate interests of the guarantor, the creditor specially remind the guarantor to pay attention on the bold terms in the contract. Creditors:] [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 Form S-3 (File No. 333-192168) of our report dated March 29, 2016 with respect to our audits of the consolidated financial statements of the Company as of December 31,] [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 of the circumstances under which such statements were] [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. Dang Yu Pan Chairman of the Board and Chief Executive Officer March 29, 2016 Henry Sun Chief Financial Officer (Principal Financial and Accounting Officer) March 29, 2016]