The following disclosures supplement
the disclosures contained in the proxy statement on Schedule 14A of Highpower International, Inc. (“Highpower”) filed
with the Securities and Exchange Commission (the “SEC”) on September 27, 2019 (the “Proxy Statement”),
in connection with the Agreement and Plan of Merger, dated June 28, 2019 (the “Merger Agreement”), by and between Highpower
and 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” and together with
Parent, the (“Parent Parties”), providing for the merger of Merger Sub into Highpower (the “Merger”), upon
the terms and subject to the conditions of the Merger Agreement. The Proxy Statement, together with a form of proxy, was mailed
on or about October 2, 2019 to Highpower stockholders of record as of the close of business on September 16, 2019. The special
meeting of Highpower stockholders (the “Special Meeting”) will be held on October 29, 2019, to act on the proposal
to adopt the Merger Agreement, as disclosed in the Proxy Statement.
The following disclosures should be reviewed
in conjunction with the disclosures contained in the Proxy Statement, which should be carefully read in its entirety. To the extent
that information set forth herein differs from or updates information contained in the Proxy Statement, the information contained
herein supersedes the information contained in the Proxy Statement. All page references are to pages in the Proxy Statement, and
any defined terms used but not defined herein have the meanings set forth in the Proxy Statement.
Highpower has determined to voluntarily
supplement the Proxy Statement with the supplemental disclosure set forth below. Nothing in this Current Report on Form 8-K shall
be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein. Highpower
specifically takes the position that no further disclosure of any kind is required to supplement the Proxy Statement under applicable
law.
Supplements to the Proxy Statement
The following disclosure supplements
the Proxy Statement and follows the first sentence of the third paragraph under the subsection captioned “Background of the
Merger,” which subsection begins on page 18 of the Proxy Statement:
The Special Committee
did not include Jie Wang as a member, even though he is independent and disinterested, because Professor Wang indicated that he
did not have sufficient time to devote to the responsibilities assigned to the Special Committee.
The following disclosure supplements
the Proxy Statement and replaces the eleventh paragraph under the subsection captioned “Background of the Merger,”
which subsection begins on page 18 of the Proxy Statement:
On October 30, 2018,
representatives of Essence Parent, in accordance with a confidentiality agreement signed by an affiliate of Essence Parent on October
29, 2018, were granted access to the financial and legal documents of the Company and commenced a due diligence review of the Company.
The following disclosure supplements
the Proxy Statement and replaces the first sentence of the twelfth paragraph under the subsection captioned “Background of
the Merger,” which subsection begins on page 18 of the Proxy Statement:
In November 2018, Mr.
Pan and Essence Parent engaged in discussions with Mr. Wen Liang Li, a director and stockholder of the Company, and Mr. Wen Wei
Ma, an employee and stockholder of the Company, with respect to their joining Mr. Pan and Essence Parent as Buyer Group members.
The following disclosure supplements
the Proxy Statement and follows the first sentence of the twelfth paragraph under the subsection captioned “Background of
the Merger,” which subsection begins on page 18 of the Proxy Statement:
Both Mr. Li and Mr.
Ma have confidentiality obligations to the Company based on their positions as a director and an employee of the Company, respectively.
The following disclosure supplements
the Proxy Statement and follows the end of the last paragraph under the subsection captioned “Selected Publicly Traded Comparable
Companies,” which subsection beings on page 32 of the Proxy Statement:
Roth noted that the
implied price per share of the Company, based on the 25th and 75th percentile multiples, for each of EV to
LTM EBITDA was $5.13 to $12.16, for EV to 2019 EBITDA was $2.08 to $6.36, for EV to 2020 EBITDA was $1.98 to $5.00, for EV to 2021
EBITDA was $1.31 to $3.35, for price to LTM earnings was $7.71 to $12.98, for price to 2019 earnings was $5.74 to $6.54, for price
to 2020 earnings was $3.31 to $5.28, and for price to 2021 earnings was $1.80 to $3.72. These multiples were discussed at
length with the Special Committee, as described more fully in “---Background of the Merger” beginning on page
18.
The following disclosure supplements
the Proxy Statement and follows the end of the second sentence of the last paragraph under the subsection captioned “Selected
Comparable Transaction Analysis,” which subsection beings on page 33 of the Proxy Statement:
Roth noted that the
implied price per share of the Company, based on the 25th and 75th percentile multiples, for each of EV to
LTM EBITDA was $6.00 to $9.41 and for price to LTM earnings was $8.34 to $12.94.
The following disclosure supplements
the Proxy Statement and follows the end of footnote 1 of the chart entitled “Financial Projection Summary” under the
subsection captioned “Certain Financial Projections,” which subsection beings on page 45 of the Proxy Statement:
The Company projected 20% growth in net sales in the first quarter of 2019 in its March 28, 2019 press release. Net sales
grew by 16.7% that quarter. The Company projected 20% growth in net sales for the second quarter of 2019 in its May 13, 2019
press release. Net sales grew by 16.8% in the second quarter of 2019. The Company forecasted net sales for the third
quarter of 2019 to grow slightly year over year and forecasted possibly negative growth in the fourth quarter of 2019. The
slower or negative growth forecasted for the second half of the year resulted in annual forecast growth in net sales for 2019 of
15% as set forth above.
Cautionary Statement Regarding Forward-Looking
Statements
All statements included in this Form 8-K,
other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements
are based on our current expectations, estimates and projections about our industry, management’s beliefs, and certain assumptions
made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as "anticipates,"
"expects," "intends," "plans," "predicts," "believes," "seeks," "estimates,"
"may," "will," "should," "would," "could," "potential," "continue,"
"ongoing," similar expressions, and variations or negatives of these words. These forward-looking statements are not
guarantees of future results and are subject to factors, risks, uncertainties and assumptions that could cause our actual results
to differ materially and adversely from those expressed in any forward-looking statement, including (but not limited to): (1) the
occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (2) the
inability to consummate the Merger due to the failure to obtain stockholder approval for the adoption of the Merger Agreement (including
the affirmative vote of stockholders holding at least a majority of all outstanding Shares, other than shares held by Mr. Dang
Yu (George) Pan, Mr. Wen Liang Li, Mr. Wen Wei Ma, Essence International Capital or any of their respective affiliates) or the
failure to satisfy other conditions to completion of the proposed transaction, (3) risks related to the disruption of management’s
attention from Highpower’s ongoing business operations due to the proposed transaction and (4) the effect of the announcement
of the proposed transaction on Highpower’s relationships with its customers, suppliers and business generally.
The forward-looking statements included
in this press release speak only as of the date hereof. Additional discussions of factors affecting Highpower’s business
and prospects are reflected under the caption “Risk Factors” and in other sections of Highpower’s Annual Report
on Form 10-K for Highpower’s fiscal year ended December 31, 2018, and other filings made with the SEC. Highpower expressly
disclaims any intent or obligation to update any forward-looking statements, whether written or oral, that may be made from time
to time by or on behalf of Highpower or its subsidiaries, whether as a result of new information, changed circumstances or future
events, or for any other reason.
Additional Information about the Proposed
Transaction
This Current Report and the information
contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Highpower. In connection with
the proposed transaction, Highpower filed the Proxy Statement with the SEC on September 27, 2019, and the Proxy Statement was mailed
on or about October 2, 2019 to Highpower stockholders of record as of the close of business on September 16, 2019. INVESTORS AND
STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT AND OTHER DOCUMENTS FILED OR THAT WILL BE FILED
WITH THE SEC, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT HIGHPOWER, THE MERGER AND RELATED MATTERS. Highpower’s
stockholders also can obtain these documents, as well as other filings containing information about Highpower, the Merger and related
matters, without charge, from the SEC’s website (http://www.sec.gov). In addition, stockholders can obtain these documents,
without charge, by contacting Highpower or Okapi Partners at the following address and/or telephone number:
Highpower International, Inc.
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Okapi Partners, LLC
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Building A1, 68 Xinxia Street
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1212 Avenue of the Americas, 24th Floor
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Pinghu Town, Longgang District
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New York, New York 10036
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Shenzhen, Guangdong, 518111
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+ 1 (212)
297-0720 (US Main)
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People’s Republic of China
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+ 1 (877)
629-6357 (US Toll-Free)
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Attention: Investor Relations Manager
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+86 17091046371 (China)
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Telephone: +86 755 8968 7255 (China)/
+1-909-214-2482 (US)
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Email: Highpower.Proxy@okapipartners.com
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Participants in the Proposed Transaction
Highpower and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be deemed to be “participants” in the solicitation
of proxies from Highpower’s stockholders with respect to the Merger. Information regarding the persons who may be considered
“participants” in the solicitation of proxies is set forth in the Proxy Statement and other relevant documents filed
with the SEC. Additional information regarding the interests of such potential participants is included in the Proxy Statement
and the other relevant documents filed with the SEC.