SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________

 

SCHEDULE 13D/A

 

Under the Securities Act of 1934

(Amendment No. 5) *

 

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

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

April 18, 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. o

 

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 2 of 9

 

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

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

5,118,508(1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

5,118,508 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,118,508 (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)

32.7% (3)

14

TYPE OF REPORTING PERSON

IN

       

 

(1) Includes 3,137,136 shares of Common Stock held directly or indirectly by Mr. Dang Yu (George) Pan and 1,981,372 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 15,636,204 shares of Common Stock, including (i) 15,567,953 shares of Common Stock issued and outstanding as of March 28, 2019, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2018, and (ii) 68,251 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 3 of 9

 

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

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

269,959 (1)

9

SOLE DISPOSITIVE POWER

0

10

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 March 28, 2019, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2018.

 

 

 

 

CUSIP No. 43113X101   Page 4 of 9

 

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

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

5,118,508 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

5,118,508 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,118,508 (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)

32.7% (2)

14

TYPE OF REPORTING PERSON

IN

       

 

(1) Includes 1,518,180 shares of Common Stock held directly or indirectly by Mr. Wen Liang Li and 3,600,328 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.

 

(2) Such percentage is based upon a total of 15,636,204 shares of Common Stock, including (i) 15,567,953 shares of Common Stock issued and outstanding as of March 28, 2019, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2018, and (ii) 68,251 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 5 of 9

 

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

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

5,118,508 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

5,118,508 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,118,508 (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)

32.7% (2)

14

TYPE OF REPORTING PERSON

IN

       

 

(1) Includes 463,192 shares of Common Stock held directly or indirectly by Mr. Wen Wei Ma and 4,655,316 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.

 

(2) Such percentage is based upon a total of 15,636,204 shares of Common Stock, including (i) 15,567,953 shares of Common Stock issued and outstanding as of March 28, 2019, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2018, and (ii) 68,251 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 6 of 9

 

EXPLANATORY NOTE

 

This Amendment No. 5 to Schedule 13D ("Amendment No. 5") is being jointly filed by Dang Yu (George) Pan, Advance Pride International Limited, Wen Liang Li and Wen Wei Ma (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 and Amendment No. 4 to Schedule 13D filed with the SEC on March 15, 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 and the Supplemental Letter as described in Item 4 below. Each Reporting Person (other than Advance Pride) may be deemed to beneficially own the total of 5,118,508 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 4. Purpose of Transaction.

 

Item 4 is supplemented by adding the following:

 

On April 18, 2019, Mr. Dang Yu (George) Pan submitted a letter (the “Supplemental Letter”) to the special committee of the board of directors of the Issuer (the “Special Committee”). In the Supplemental Letter, Mr. Pan informed the Special Committee that Mr. Pan has formed a consortium with Mr. Wen Liang Li, Mr. Wen Wei Ma and Essence. The Supplemental Letter states that the Proposal Letter thereby is deemed modified to provide, on a non-binding basis, that the Consortium proposes to acquire all the outstanding shares of Common Stock that are not already directly or indirectly beneficially owned by the Consortium in a going private transaction upon the terms and subject to the conditions set forth in the Proposal Letter, and that all other terms and conditions of the Proposal Letter remain unchanged and thereby are reaffirmed. The Consortium also confirmed in the Supplemental Letter that they will not proceed with the Transaction unless it is approved by the Special Committee, taking into account the advice of its independent advisors. The Supplemental Letter further states that the Transaction will be subject to a non-waivable condition requiring the approval by holders of a majority of the outstanding shares of Common Stock not beneficially owned by the Consortium. In addition, the Supplemental Letter states that both Mr. Pan and Mr. Wen Liang Li will recuse themselves from participating in any deliberations and decisions of the board of directors of the Issuer related to the Transaction.

 

The descriptions of the Supplemental Letter 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 Supplemental Letter, which has been filed as Exhibit 7.04 to this statement and is incorporated herein by this reference in its entirety.

 

 

 

 

CUSIP No. 43113X101   Page 7 of 9

 

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. 5 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 3,137,136 shares of Common Stock, comprising (i) 2,867,177 shares of Common Stock, including 44,363 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 15,612,316 shares of Common Stock, including (i) 15,567,953 shares of Common Stock issued and outstanding as of March 28, 2019, as reported in the Issuer’s Form 10-K filed with the SEC for the fiscal year ended December 31, 2018, and (ii) 44,363 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 March 28, 2019, as reported in the Issuer’s Form 10-K filed with the SEC for the fiscal year ended December 31, 2018.

 

As of the date hereof, Mr. Wen Liang Li beneficially owns, excluding the Common Stock directly or indirectly held by the other Reporting Persons, 1,518,180 shares of Common Stock, including 17,063 shares of Common Stock issuable within 60 days after the date hereof upon exercise of certain options of the Issuer and representing approximately 9.7% of the outstanding shares of Common Stock. The above disclosure of percentage information was calculated based on a total of 15,585,016 shares of Common Stock, including (i) 15,567,953 shares of Common Stock issued and outstanding as of March 28, 2019, as reported in the Issuer’s Form 10-K filed with the SEC for the fiscal year ended December 31, 2018, and (ii) 17,063 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, 463,192 shares of Common Stock, including 6,825 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 15,574,778 shares of Common Stock, including (i) 15,567,953 shares of Common Stock issued and outstanding as of March 28, 2019, as reported in the Issuer’s Form 10-K filed with the SEC for the fiscal year ended December 31, 2018, and (ii) 6,825 shares of Common Stock issuable within 60 days after the date hereof upon exercise of certain options of the Issuer held by Mr. Ma.

 

Pursuant to Rule 13d-5(b) of the Act, the Reporting Persons (other than Advance Pride) may be deemed, by reason of the Proposal Letter, the Consortium Agreement and the Supplemental Letter as described in Item 4 above, to beneficially own the total of 5,118,508 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 32.7% of the outstanding shares of Common Stock. The above disclosure of percentage information was calculated based on a total of 15,636,204 shares of Common Stock, including (i) 15,567,953 shares of Common Stock issued and outstanding as of March 28, 2019, as reported in the Issuer’s Form 10-K filed with the SEC for the fiscal year ended December 31, 2018, and (ii) 68,251 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) The Reporting Persons have not effected any transactions in the class of securities reported herein in the last 60 days.

 

 

 

 

CUSIP No. 43113X101   Page 8 of 9

 

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 and the Supplemental Letter under Item 4 is incorporated herein by reference in its entirety.

 

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.

 

______________________

*       Previously filed on March 15, 2019.

 

 

 

 

CUSIP No. 43113X101   Page 9 of 9

 

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. 5 to Schedule 13D is true, complete and correct.

 

     
Date: April 24, 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
     

 

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 7.02: 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.

 

______________________

*       Previously filed on March 15, 2019.