UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For The Quarterly Period Ended March 31, 2018

 

OR

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For The Transition Period From            To              

 

COMMISSION FILE NO. 001-34098

 

HIGHPOWER INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware		20-4062622
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

 

Building A1, 68 Xinxia Street, Pinghu, Longgang,

Shenzhen, Guangdong, 518111, People’s Republic of China

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

 

(86) 755-89686238

(COMPANY’S TELEPHONE NUMBER, INCLUDING AREA CODE)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x     No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x     No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” as defined in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x
Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ¨     No x

 

The registrant had 15,559,658 shares of common stock, par value $0.0001 per share, outstanding as of May 11, 2018.

 

 

 

HIGHPOWER INTERNATIONAL, INC.

FORM 10-Q

 FOR THE QUARTERLY PERIOD ENDED March 31, 2018

INDEX

 

				Page
Part I	Financial Information
	Item 1.	Consolidated Financial Statements
		(a)	Condensed Consolidated Balance Sheets as of March 31, 2018 (Unaudited) and December 31, 2017	1
		(b)	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2018 and 2017 (Unaudited)	3
		(c)	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017(Unaudited)	4
		(d)	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		22
	Item 4.	Controls and Procedures		22
Part II	Other Information
	Item 1.	Legal Proceedings		23
	Item 1A.	Risk Factors		23
	Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds		23
	Item 3.	Default Upon Senior Securities		23
	Item 4.	Mine Safety Disclosures		23
	Item 5.	Other Information		24
	Item 6.	Exhibits		27
Signatures				28

 

 

Item 1. Consolidated Financial Statements

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Stated in US Dollars)

 

		March 31,				December 31,
		2018				2017
			(Unaudited)
			$				$
ASSETS
Current Assets:
Cash			18,859,355				14,502,171
Restricted cash			32,639,148				25,953,946
Accounts receivable, net			56,240,961				58,252,999
Amount due from a related party			921,862				1,165,838
Notes receivable			67,612				2,606,517
Advances to suppliers			6,511,584				6,050,531
Prepayments and other receivables			5,029,550				4,268,527
Foreign exchange derivatives			661,111				236,436
Inventories			55,347,466				42,946,644
Total Current Assets			176,278,649				155,983,609
Property, plant and equipment, net			48,189,218				46,520,776
Long-term prepayments			4,243,891				3,715,445
Land use rights, net			2,719,885				2,639,631
Other assets			746,938				748,431
Deferred tax assets, net			1,135,550				750,267
Long-term investments			11,209,442				9,906,379
TOTAL ASSETS			244,523,573				220,264,538
LIABILITIES AND EQUITY
LIABILITIES
Current Liabilities:
Accounts payable			61,149,301				60,368,012
Deferred government grant			799,040				309,638
Short-term loans			24,760,223				10,128,646
Non-financial institution borrowings			11,152,890				10,756,158
Notes payable			58,833,089				54,859,478
Amount due to a related party			780,702				-
Other payables and accrued liabilities			13,339,920				12,243,345
Income taxes payable			4,537,182				3,609,391
Total Current Liabilities			175,352,347				152,274,668
Income taxes payable, noncurrent			-				777,685
TOTAL LIABILITIES			175,352,347				153,052,353
COMMITMENTS AND CONTINGENCIES			-				-

  

See notes to condensed consolidated financial statements

 

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Stated in US Dollars)

 

		March 31,				December 31,
		2018				2017
		(Unaudited)
		$				$
EQUITY
Stockholders’ equity
Preferred stock
(Par value: $0.0001, Authorized: 10,000,000 shares, Issued and outstanding: none)			-				-
Common stock
(Par value: $0.0001, Authorized: 100,000,000 shares, 15,509,658 shares issued and outstanding at March 31, 2018 and at December 31, 2017, respectively)			1,551				1,551
Additional paid-in capital			12,951,177				12,709,756
Statutory and other reserves			6,549,815				6,549,815
Retained earnings			43,362,632				44,481,568
Accumulated other comprehensive income			6,306,051				3,469,495
TOTAL EQUITY			69,171,226				67,212,185
TOTAL LIABILITIES AND EQUITY			244,523,573				220,264,538

 

See notes to condensed consolidated financial statements

 

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Stated in US Dollars)

 

		Three months ended March 31,
		2018				2017
		(Unaudited)				(Unaudited)
		$				$
Net sales			49,783,453				41,866,848
Cost of sales			(42,217,126	)			(31,932,014	)
Gross profit			7,566,327				9,934,834
Research and development expenses			(2,561,837	)			(1,813,930	)
Selling and distribution expenses			(1,975,096	)			(1,638,313	)
General and administrative expenses			(4,114,810	)			(3,058,562	)
Foreign currency transaction loss			(1,014,693	)			(313,878	)
Total operating expenses			(9,666,436	)			(6,824,683	)
(Loss) income from operations			(2,100,109	)			3,110,151
Changes in fair value of warrant liability			-				(31,552	)
Changes in fair value of foreign exchange derivatives			703,715				-
Government grants			329,820				349,515
Other income			23,561				228,578
Equity in earnings of investee			156,250				146,932
Interest expenses			(241,852	)			(603,317	)
(Loss) income before taxes			(1,128,615	)			3,200,307
Income taxes benefit (expense)			9,679				(587,765	)
Net (loss) income			(1,118,936	)			2,612,542
Less: net income attributable to non-controlling interest			-				76,893
Net (loss) income attributable to the Company			(1,118,936	)			2,535,649
Comprehensive income
Net (loss) income			(1,118,936	)			2,612,542
Foreign currency translation gain (loss)			2,836,556				(24,001	)
Comprehensive income			1,717,620				2,588,541
Less: comprehensive income attributable to non-controlling interest			-				79,551
Comprehensive income attributable to the Company			1,717,620				2,508,990
(Loss) earnings per share of common stock attributable to the Company
- Basic			(0.07	)			0.17
- Diluted			(0.07	)			0.17
Weighted average number of common stock outstanding
- Basic			15,509,658				15,119,693
- Diluted			15,509,658				15,299,029

 

See notes to condensed consolidated financial statements

 

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in US Dollars)

 

		Three Months Ended March 31,
		2018				2017
		(Unaudited)				(Unaudited)
		$				$
Cash flows from operating activities
Net (loss) income			(1,118,936	)			2,612,542
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization			1,475,228				1,274,334
Allowance for doubtful accounts			18,524				5,015
Loss on disposal of property, plant and equipment			21,805				3,262
Deferred tax			(356,616	)			124,548
Changes in fair value of foreign exchange derivatives			(414,042	)			-
Equity in earnings of investee			(156,250	)			(146,932	)
Share based compensation			241,421				24,401
Changes in fair value of warrant liability			-				31,552
Changes in operating assets and liabilities:
Accounts receivable			3,713,692				7,314,824
Notes receivable			2,622,925				235,222
Advances to suppliers			(236,789	)			-
Prepayments and other receivables			(601,315	)			(485,520	)
Amount due from related parties			285,657				161,693
Amount due to a related party			-				193,240
Inventories			(10,779,233	)			(3,623,242	)
Accounts payable			(1,377,447	)			(5,111,874	)
Deferred income			475,783				116,359
Other payables and accrued liabilities			665,379				(1,977,117	)
Income taxes payable			19,371				330,735
Net cash flows (used in) provided by operating activities			(5,500,843	)			1,083,042
Cash flows from investing activities
Acquisitions of property, plant and equipment			(1,553,979	)			(2,873,489	)
Prepayment for long-term investment			(317,188	)			-
Net cash flows used in investing activities			(1,871,167	)			(2,873,489	)
Cash flows from financing activities
Proceeds from short-term loans			14,427,164				2,910,418
Repayments of short-term loans			-				(1,381,758	)
Proceeds from non-financial institution borrowings			-				8,726,892
Repayments of non-financial institution borrowings			-				(2,327,171	)
Proceeds from notes payable			28,429,600				20,467,907
Repayments of notes payable			(26,488,407	)			(13,081,781	)
Proceeds from exercise of employee options			-				68,519
Net cash flows provided by financing activities			16,368,357				15,383,026
Effect of foreign currency translation on cash and restricted cash			2,046,039				(72,952	)
Net increase in cash and restricted cash			11,042,386				13,519,627
Cash and restricted cash - beginning of period			40,456,117				20,538,033
Cash and restricted cash - end of period			51,498,503				34,057,660
Supplemental disclosures for cash flow information:
Cash paid for:
Income taxes			327,565				132,481
Interest expenses			114,588				583,720

 

See notes to condensed consolidated financial statements

 

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

 

1.

The Company and basis of presentation

 

The consolidated financial statements include the financial statements of Highpower International, Inc. ("Highpower") and its 100%-owned subsidiary Hong Kong Highpower Technology Company Limited (“HKHTC”), HKHTC’s wholly-owned subsidiary Shenzhen Highpower Technology Company Limited (“SZ Highpower”), SZ Highpower’s wholly owned subsidiary Huizhou Highpower Technology Company Limited (“HZ HTC”) and SZ Highpower’s and HKHTC’s jointly owned subsidiaries, Springpower Technology (Shenzhen) Company Limited (“SZ Springpower”) and Icon Energy System Company Limited (“ICON”). Highpower and its direct and indirect wholly owned subsidiaries are collectively referred to as the "Company".

 

Basis of presentation

 

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information, the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. The interim financial information should be read in conjunction with the Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on April 4, 2018.

 

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair presentation of the Company’s consolidated financial position as of March 31, 2018, its consolidated results of operations for the three months ended March 31, 2018 and cash flows for the three months ended March 31, 2018, as applicable, have been made. Operating results for the three months period ended March 31, 2018 are not necessarily indicative of the operating results that may be expected for the year ending December 31, 2018 or any future periods.

 

Concentrations of credit risk

 

No customer accounted for 10% or more of total sales during the three months ended March 31, 2018 and 2017.

 

One supplier accounted for 21.2% and 10.5% of the total purchase amount during the three months ended March 31, 2018 and 2017, respectively.

 

No customer accounted for 10% or more of the accounts receivable as of March 31, 2018. One customer accounted for 10.1% of the accounts receivable as of December 31, 2017.

 

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

 

2.

Summary of significant accounting policies

 

Long-term investment

 

For an investee over which the Company holds less than 20% voting interest and has no ability to exercise significant influence, the investments are accounted for under the cost method.

 

For an investee over which the Company has the ability to exercise significant influence, but does not have a controlling interest, the Company accounted for those using the equity method. Significant influence is generally considered to exist when the Company has an ownership interest in the voting stock of the investee between 20% and 50%. Other factors, such as representation on the investee’s board of directors, voting rights and the impact of commercial arrangements, are also considered in determining whether the equity method of accounting is appropriate.

 

An impairment charge is recorded if the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than temporary. As of March 31, 2018 and December 31, 2017, management believes no impairment charge is necessary.

 

Foreign currency translation and transactions

 

Highpower’s functional currency is the United States dollar ("US$"). HKHTC's functional currency is the Hong Kong dollar ("HK$"). The functional currency of Highpower's other direct and indirect wholly and majority owned subsidiaries in the PRC is the Renminbi ("RMB").

 

Most of the Company’s oversea sales are priced and settled with US$. At the date a foreign currency transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured initially in the functional currency of the recording entity by use of the exchange rate in effect at that date. The increase or decrease in expected functional currency cash flows upon settlement of a transaction resulting from a change in exchange rates between the functional currency and the currency in which the transaction is denominated is recognized as foreign currency transaction gain or loss that is included in earnings for the period in which the exchange rate changes. At each balance sheet date, recorded balances that are denominated in a foreign currency are adjusted to reflect the current exchange rate.

 

The Company’s reporting currency is US$. Assets and liabilities of HKHTC and the PRC subsidiaries are translated at the current exchange rate at the balance sheet dates, revenues and expenses are translated at the average exchange rates during the reporting periods, and equity accounts are translated at historical rates. Translation adjustments are reported in accumulated other comprehensive income.

 

Fair value of financial instruments

 

The carrying values of the Company’s financial instruments, including cash, restricted cash, trade and other receivables, deposits, trade and other payables and bank borrowings, approximate their fair value due to the short-term maturity of such instruments.

 

ASC Topic 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

 

ASC Topic 820 establishes a fair value hierarchy that requires maximizing the use of observable inputs and minimizing the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

The Company measures fair value using three levels of inputs that may be used to measure fair value:

 

-Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

-Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

-Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

 

2.

Summary of significant accounting policies (continued)

 

Recently issued accounting standards

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which was subsequently modified in August 2015 by ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date. This guidance will be effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2017. The core principle of ASU 2014-09 is that companies should recognize revenue when the transfer of promised goods or services to customers occurs in an amount that reflects what the company expects to receive. It requires additional disclosures to describe the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customers. In 2016, the FASB issued additional ASUs that clarify the implementation guidance on principal versus agent considerations (ASU 2016-08), on identifying performance obligations and licensing (ASU 2016-10), and on narrow-scope improvements and practical expedients (ASU 2016-12) as well as on the revenue recognition criteria and other technical corrections (ASU 2016-20). In 2017, the FASB issued Accounting Standards Update (ASU) 2017-05, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20), which was originally issued in ASU 2014-09. The amendments in this Update require that an entity to initially measure a retained non-controlling interest in a nonfinancial asset at fair value consistent with a how a retained non-controlling interest in a business is measured.

 

Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. It also impacts certain other areas, such as the accounting for costs to obtain or fulfill a contract. The standard also requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

 

Management has adopted this standard effective January 1, 2018 using the modified-retrospective approach, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The adoption of ASC 606 did not have a material impact on the Company’s condensed consolidated balance sheet, statement of operations and statement of cash flows for the three months period ended March 31, 2018. See Note 3 for disclosures required by ASC 606 and the updated accounting policy for revenue recognition.

 

On February 25, 2016, the FASB issued ASU 2016-02, Leases (Topic 842). It requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities and all nonpublic business entities upon issuance. The Company is currently evaluating the impact of adopting ASU 2016-02 on its consolidated financial statements.

 

In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220). The amendments in this Update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The amendments in this Update also require certain disclosures about stranded tax effects. Public business entities should apply the amendments in ASU 2018-02 for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, (1) for public business entities for reporting periods for which financial statements have not yet been issued and (2) for all other entities for reporting periods for which financial statements have not yet been made available for issuance. The Company is currently evaluating the impact of adopting ASU 2018-02 on its consolidated financial statements.

 

In March 2018, the FASB issued ASU No. 2018-05, Income Tax (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. This update adds SEC paragraphs pursuant to the SEC Staff Accounting Bulletin No. 118, which expresses the view of the staff regarding application of Topic 740, Income Taxes, in the reporting period that includes December 22, 2017 - the date on which the Tax Act was signed into law. The Company is currently evaluating the impact of adopting ASU 2018-05 on its consolidated financial statements.

 

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows.

 

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

 

3.

Revenue Recognition

 

The Company adopted ASC 606 using the modified retrospective method as applied to customer contracts that were not completed as of January 1, 2018. As a result, financial information for reporting periods beginning after January 1, 2018 are presented under ASC 606, while comparative financial information has not been adjusted and continues to be reported in accordance with the Company’s historical accounting policy for revenue recognition prior to the adoption of ASC 606.

 

Revenue is recognized when (or as) the Company satisfies performance obligations by transferring a promised goods to a customer. Revenue is measured at the transaction price which is based on the amount of consideration that the Company expects to receive in exchange for transferring the promised goods to the customer. Contracts with customers are comprised of customer purchase orders, invoices and written contracts. Given the nature of our business, customer product orders are fulfilled at a point in time and not over a period of time.

 

The majority of domestic sales contracts transfer control to customers upon receipt of product by customers. The majority of oversea sales contracts transfer control to customers when goods were delivered to the carriers. In most jurisdictions where the Company operates, sales are subject to Value Added Tax (“VAT”). Revenue is presented net of VAT.

 

The Company does not have arrangements for returns from customers and does not have any future obligations directly or indirectly related to product resale by customers. The Company has no sales incentive programs.

 

The following table disaggregates product sales by business segment by geography which provides information as to the major source of revenue. See Note 15 for additional description of our reportable business segments and the products being sold in each segment.

 

		Three months ended March 31, 2018
		Lithium Business				Ni-MH Batteries and Accessories				Consolidated
Primary Geographic Markets		(Unaudited)				(Unaudited)				(Unaudited)
		$				$				$
China Mainland			22,590,952				5,714,811				28,305,763
Asia, others			12,770,712				2,983,684				15,754,396
Europe			905,169				3,632,734				4,537,903
North America			329,822				835,009				1,164,831
Others			-				20,560				20,560
Total sales			36,596,655				13,186,798				49,783,453

 

The Company has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

 

We do not have amounts of contract assets since revenue is recognized as control of goods are transferred. Our contract liabilities consist of advance payments from customers. Our contract liabilities are reported in a net position on a customer-by-customer basis at the end of each reporting period. All contract liabilities are expected to be recognized as revenue within one year and are included in Other payables and accrued liabilities in our Condensed Consolidated Balance Sheet.

 

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

 

4.

Accounts receivable, net

 

		March 31,				December 31,
		2018				2017
		(Unaudited)
		$				$
Accounts receivable			59,443,695				61,431,785
Less: allowance for doubtful accounts			3,202,734				3,178,786
			56,240,961				58,252,999

 

5.

Inventories

 

		March 31,				December 31,
		2018				2017
		(Unaudited)
		$				$
Raw materials			31,539,229				21,428,315
Work in progress			10,503,750				6,931,486
Finished goods			12,960,846				14,284,563
Packing materials			30,817				36,797
Consumables			312,824				265,483
			55,347,466				42,946,644

 

6.

Property, plant and equipment, net

 

		March 31,				December 31,
		2018				2017
		(Unaudited)
		$				$
Cost
Construction in progress			1,624,402				1,330,643
Furniture, fixtures and office equipment			6,326,512				5,794,983
Leasehold improvement			7,404,622				7,080,409
Machinery and equipment			34,968,872				33,176,416
Motor vehicles			1,651,532				1,498,605
Buildings			20,913,122				20,169,197
			72,889,062				69,050,253
Less: accumulated depreciation			24,699,844				22,529,477
			48,189,218				46,520,776

 

The Company recorded depreciation expenses of $1,445,700 and $1,240,126 for the three months ended March 31, 2018 and 2017, respectively.

 

During the three months ended March 31, 2018, the Company deducted deferred income related to government grants of $nil on the carrying amount of property, plant and equipment. During the year ended December 31, 2017, the Company deducted deferred income related to government grants of $263,948 in calculating the carrying amount of property, plant and equipment.

 

The buildings comprising the Huizhou facilities were pledged as collateral for bank loans. The net carrying amounts of the buildings were $9,502,186 and $9,224,694 as of March 31, 2018 and December 31, 2017, respectively.

 

The building located in Shenzhen, Guangdong was pledged as collateral for bank loans. The net carrying amount of the buildings was $405,105 and $396,843 as of March 31, 2018 and December 31, 2017, respectively.

 

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

 

7.

Long-term investment

 

		March 31, 2018								December 31, 2017
		(Unaudited)				Interest%								Interest%
		$								$
Equity method investment
-Ganzhou Highpower Technology Company Limited (“GZ Highpower”) (1)			8,558,347				31.294	%			8,102,520				31.294	%
-Shenzhen V-power Innovative Technology Co., Ltd (“V-power”) (2)			780,702				49.000	%			-				N/A
Cost method investment
-Huizhou Yipeng Energy Technology Co Ltd. (“Yipeng”) (3)			1,870,393				4.654	%			1,803,859				4.654	%
			11,209,442								9,906,379

 

(1) Investment in GZ Highpower

 

On December 21, 2017, after the completion of the capital increase to GZ Highpower by other shareholders, the Company lost the controlling power over GZ Highpower and deconsolidated GZ Highpower. Thereafter, the investment was recorded under the equity method.

 

The equity in earnings of investee was $156,250 for the three months ended March 31, 2018.

 

(2) Investment in V-power

 

On February 28, 2018, the Company signed an investment agreement (the “Agreement”) with a related company and a group of individuals (the “Founder Team”) with an aggregate amount of RMB4.9 million (approximately $0.8 million) for 49% of the equity interest of V-power, which was recorded under the equity method. Pursuant to the terms of the Agreement, the Company shall complete the capital injection to V-power no later than December 31, 2018. In addition, the Company agrees to transfer the 15% of original equity interest of V-power to the Founder Team as compensation under voluntary assignment as any of the following requirements met: 1. annual sales revenue higher or equal to RMB30 million before the first capital increase of V-power; 2. valuation of V-power higher or equal to RMB30 million before equity issuance. As of March 31, 2018, no capital injection was made by the Company, and the unpaid amount was recorded as amount due to a related party (See Note 16).

 

Since V-power did not commence any operation, there was no profit or loss for the three months ended March 31, 2018.

 

(3) Investment in Yipeng

 

In 2017, after the completion of the capital injection to Yipeng and the equity transfer payment received by the Company from the other shareholder, the Company’s equity ownership in Yipeng decreased from 35.4% to 4.654%, and the Company lost the ability to exercises significant influence over Yipeng, discontinued the use of equity mehod and applied the cost methed in accounting.

 

The equity in earnings of investee was $146,932 for the three months ended March 31, 2017.

 

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

 

8.

Taxation

 

Highpower and its direct and indirect wholly owned subsidiaries file tax returns separately.

 

1) VAT

 

Pursuant to the Provisional Regulation of the PRC on VAT and the related implementing rules, all entities and individuals ("taxpayers") that are engaged in the sale of products in the PRC are generally required to pay VAT at a rate of 17% of the gross sales proceeds received, less any deductible VAT already paid or borne by the taxpayers. Further, when exporting goods, the exporter is entitled to a portion of or all the refund of VAT that it has already paid or incurred. The Company’s PRC subsidiaries are subject to VAT at 17% of their revenues.

 

2) Income tax

 

United States

 

Tax Reform

 

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into legislation. The 2017 Tax Act significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 34% to 21%, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries, introducing new tax regimes, and changing how foreign earnings are subject to U.S. tax.

 

On December 22, 2017, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740, Income Taxes. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements.

 

As of March 31, 2018, the Company has not completed its accounting for certain tax effects of enactment of the Tax Act; however, the Company has made reasonable estimates of the effects on our existing deferred tax balances and the one-time transition tax. The Company expects to finalize these provisional estimates before the end of 2018 after completing our reviews and analysis, including reviews and analysis of any interpretations issued during this re-measurement period.

 

The one-time transition tax is based on the total post-1986 earnings and profits (“E&P”) for which the Company has previously deferred U.S. income taxes. The Company expects to make adjustments to this provisional estimate based on additional clarifying and interpretative technical guidance to be issued related to the calculation of the one-time transition tax.

 

The Tax Act subjects a U.S. shareholder to tax on Global Intangible Low Taxed Income (GILTI) earned by foreign subsidiaries. The Company has not determined its accounting policy with respect to GILTI and has therefore included the 2018 estimate of current year GILTI as a period cost and included as part of the estimated annual effective tax rate. The 2018 estimated annual effective tax rate also includes the 2018 impact of all other U.S. tax reform provisions that were effective on January 1, 2018.

 

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

 

8.

Taxation (continued)

 

Hong Kong

 

HKHTC, which was incorporated in Hong Kong, is subject to a corporate income tax rate of 16.5%.

 

PRC

 

In accordance with the relevant tax laws and regulations of the PRC, a company registered in the PRC is subject to income taxes within the PRC at the applicable tax rate on taxable income.

 

In China, the companies granted with National High-tech Enterprise (“NHTE”) status enjoy 15% income tax rate. This status needs to be renewed every three years. If these subsidiaries fail to renew NHTE status, they will be subject to income tax at a rate of 25% after the expiration of NHTE status. All the PRC subsidiaries received NHTE status and enjoy 15% income tax rate for calendar year 2018 and 2017.

 

The components of the provision for income taxes (benefit) expense are:

 

		Three months ended March 31,
		2018				2017
		(Unaudited)				(Unaudited)
		$				$
Current			346,937				463,217
Deferred			(356,616	)			124,548
Total income taxes (benefit) expense			(9,679	)			587,765

 

The reconciliation of income taxes expenses computed at the PRC statutory tax rate to income tax (benefit) expense is as follows:

 

		Three months ended March 31,
		2018				2017
		(Unaudited)				(Unaudited)
		$				$
(Loss) income before tax			(1,128,615	)			3,200,307
Provision for income taxes at PRC statutory income tax rate (25%)			(282,154	)			800,077
Impact of different tax rates in other jurisdictions			58,660				3,255
Effect of PRC preferential tax rate			6,453				(391,843	)
Other non-deductible expenses			16,576				16,547
Change in valuation allowance of deferred tax assets			190,786				159,729
Effective enterprise income tax			(9,679	)			587,765

 

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

 

8.

Taxation (continued)

 

3) Deferred tax assets, net

 

Deferred tax assets and deferred tax liabilities reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purpose and the tax bases used for income tax purpose. The following represents the tax effect of each major type of temporary difference.

 

		March 31,				December 31,
		2018				2017
		(Unaudited)
		$				$
Tax loss carry-forward			1,425,204				991,766
Allowance for doubtful receivables			142,521				136,562
Impairment for inventory			269,234				222,289
Difference for sales cut-off			20,576				17,322
Deferred government grant			119,858				46,446
Property, plant and equipment subsidized by government grant			276,510				269,344
Impairment for property, plant and equipment			60,370				58,304
Total gross deferred tax assets			2,314,273				1,742,033
Valuation allowance			(1,178,723	)			(991,766	)
Total net deferred tax assets			1,135,550				750,267

 

As of March 31, 2018, the Company had net operating loss carry-forwards in Hong Kong of $6,404,130 and the United States of $581,148 without expiration and in the PRC of $1,643,213, which will expire in 2022.

 

The Company has deferred tax assets which consisted of tax loss carry-forwards and other items that can be carried forward to offset future taxable income. Management determined it is more likely than not that part of the deferred tax assets could not be utilized, so a valuation allowance was provided for as of March 31, 2018 and December 31, 2017. The net valuation allowance increased by approximately $0.2 million and $0.2 million during the three months ended March 31, 2018 and 2017, respectively.

 

9.

Notes payable

 

Notes payable presented to certain suppliers as a payment against the outstanding trade payables.

 

Notes payable are mainly bank acceptance bills which are non-interest bearing and generally mature within six months. The outstanding bank acceptance bills are secured by restricted cash deposited in banks. Outstanding bank acceptance bills were $58,833,089 and $54,859,478 as of March 31, 2018 and December 31, 2017, respectively.

 

10.

Short-term loans

 

As of March 31, 2018 and December 31, 2017, short-term loans consisted of bank borrowings for working capital and capital expenditure purposes and were secured by personal guarantees executed by certain directors of the Company, time deposits with a carrying amount of $5,941,350 and $3,982,226, land use right with a carrying amount of $2,719,885 and $2,639,631, and buildings with a carrying amount of $9,907,291 and $9,621,537, respectively.

 

The loans were primarily obtained from two banks with interest rates ranging from 5.00% to 6.09% per annum and 5.000% to 5.8725% per annum as of March 31, 2018 and December 31, 2017, respectively. The interest expenses were $111,713 and $259,837 for the three months ended March 31, 2018 and 2017, respectively.

 

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

 

11.

Non-financial institution borrowings

 

As of March 31, 2018, the Company obtained borrowings from a third party non-financial institution in an amount of $1,593,270 and an individual in an amount of $9,559,620, which were used for working capital and capital expenditure purposes. The interest rates for the borrowings were 5.655% and 5.66% per annum, respectively. The borrowings are personally guaranteed by the Company's Chief Executive Officer, Mr. Dang Yu Pan. The borrowing from the individual, which expired on January 10, 2018 was extended for an additional year.

 

The interest expense of the above borrowings was $162,303 and $143,518 for the three months ended March 31, 2018 and 2017, respectively.

 

 

12.

Lines of credit

 

The Company entered into various credit contracts and revolving lines of credit, which were used for short-term loans and bank acceptance bills. As of March 31, 2018, the total and unused lines of credit were $85.1 million and $14.6 million with maturity dates from April 2018 to July 2019. As of December 31, 2017, the total and unused lines of credit were $79.8 million and $31.3 million with maturity dates from March 2018 to July 2019.

 

These lines of credit were guaranteed by the Company’s Chief Executive Officer, Mr. Dang Yu Pan or Mr. Dang Yu Pan and his wife.

 

13.

Earnings per share

 

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2018 and 2017.

 

		Three months ended March 31,
		2018				2017
		(Unaudited)				(Unaudited)
		$				$
Numerator:
Net (loss) income attributable to the Company			(1,118,936	)			2,535,649
Denominator:
Weighted-average shares outstanding
- Basic			15,509,658				15,119,693
- Dilutive effects of equity incentive awards			-				179,336
- Diluted			15,509,658				15,299,029
Net (loss) income per share:
- Basic			(0.07	)			0.17
- Diluted			(0.07	)			0.17

 

Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Potential dilutive securities are excluded from the calculation of diluted EPS in loss periods as their effect would be anti-dilutive.

 

Due to the loss for for three months ended March 31, 2018, 955,542 and 200,000 options and warrants were excluded in the computation of diluted earnings per share, because the effect would be anti-dilutive. For the three months ended March 31, 2017, 145,000 and 540,001 options and warrants were not included in the computation of diluted earnings per share because the options’ exercise price was greater than the average market price of the shares of common stock.

 

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

 

14.

Defined contribution plan

 

Full-time employees of the Company in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits (“the Benefits”) are provided to employees. Chinese labor regulations require that the PRC operating subsidiaries of the Company make contributions to the government for these benefits based on certain percentages of the employees’ salaries. Except for contributions made related to the Benefits, the Company has no legal obligation.

 

The total contributions made, which were expensed as incurred, were $653,957 and $504,520 for the three months ended March 31, 2018 and 2017, respectively.

 

15.

Segment information

 

The reportable segments are components of the Company that offer different products and are separately managed, with separate financial information available that is separately evaluated regularly by the Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, in determining the performance of the business. The Company categorizes its business into three reportable segments, namely (i) Lithium Business; (ii) Ni-MH Batteries and Accessories; and (iii) New Materials.

 

The CODM evaluates performance based on each reporting segment’s net sales, cost of sales, gross profit and total assets. Net sales, cost of sales, gross profit and total assets by segments is set out as follows:

 

		Three months ended March 31,
		2018				2017
		(Unaudited)				(Unaudited)
		$				$
Net sales
Lithium Business			36,596,655				27,490,494
Ni-MH Batteries and Accessories			13,186,798				12,527,313
New Materials			-				1,849,041
Total			49,783,453				41,866,848
Cost of Sales
Lithium Business			30,791,339				21,639,869
Ni-MH Batteries and Accessories			11,425,787				9,188,390
New Materials			-				1,103,755
Total			42,217,126				31,932,014
Gross Profit
Lithium Business			5,805,316				5,850,625
Ni-MH Batteries and Accessories			1,761,011				3,338,923
New Materials			-				745,286
Total			7,566,327				9,934,834

 

		March 31,				December 31,
		2018				2017
		(Unaudited)
		$				$
Total Assets
Lithium Business			191,951,616				171,881,450
Ni-MH Batteries and Accessories			52,571,957				48,383,088
Total			244,523,573				220,264,538

 

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

 

15.

Segment information (continued)

 

All long-lived assets of the Company are located in the PRC. Geographic information about the sales and accounts receivable based on the locations of the Company’s customers is set out as follows:

 

		Three months ended March 31,
		2018				2017
		(Unaudited)				(Unaudited)
		$				$
Net sales
China Mainland			28,305,763				22,161,592
Asia, others			15,754,396				13,695,558
Europe			4,537,903				4,852,730
North America			1,164,831				1,058,132
South America			-				61,737
Others			20,560				37,099
			49,783,453				41,866,848

 

		March 31,				December 31,
		2018				2017
		(Unaudited)
		$				$
Accounts receivable
China Mainland			40,629,764				37,636,478
Asia, others			11,819,346				15,294,527
Europe			3,299,588				5,189,859
North America			472,145				94,585
South America			-				12,816
Others			20,118				24,734
			56,240,961				58,252,999

 

 

HIGHPOWER INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Stated in US Dollars)

 

16.

Related party balance and transaction

 

Related party balance

 

		March 31,				December 31,
		2018				2017
		(Unaudited)
		$				$
Accounts receivable			921,432				632,704
Other receivable			430				533,134
Amount due from a related party- GZ Highpower			921,862				1,165,838
Other payable-investment (1)			780,702				-
Amount due to a related party- V-power			780,702				-

 

(1) The Company signed an investment agreement with an aggregate amount of RMB4.9 million (approximately $0.8 million) in investing for 49% of the equity interest of V-power which was set up on March 1, 2018 (See Note 7).

 

Related party transaction

 

		Three months ended March 31,
		2018				2017
		(Unaudited)				(Unaudited)
		$				$
Income:
Sales			225,787				624,323
-GZ Highpower			225,787				-
-Yipeng			-				624,323
Rental income- Yipeng			-				11,299
Expenses:
Equipment rental fee- Yipeng			-				162,302
Repayment:
Other receivable- GZ Highpower			550,256				-

 

17.

Subsequent event

 

The Company has evaluated subsequent events through the issuance of the unaudited condensed consolidated financial statements and no subsequent event is identified that would have required adjustment or disclosure in the consolidated financial statements.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the related notes that are included in this Quarterly Report and the audited consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2017 filed with SEC on April 4, 2018 (the “Annual Report”).

 

Special Note Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

Overview

 

Net sales increased by $7.9 million, or 18.9%, during the first quarter of 2018 compared to the same quarter in 2017. Excluding GZ Highpower, net sales increased 24.1% to $49.8 million from $40.1 million. The main driver was our lithium business, including high end consumer products, industrial applications and increased demand for artificial intelligence products .

 

Lithium business net sales increased by $9.1 million, or 33.1%, during the first quarter of 2018 compared to the same quarter in 2017.

 

Ni-MH batteries and accessories net sales increased by $0.7 million, or 5.3%, during the first quarter of 2018 compared to the same quarter in 2017, which was in line with the whole industry trend.

 

Gross profit during the first quarter of 2018 was $7.6 million, or 15.2% of net sales, compared to $9.9 million, or 23.7% of net sales, for the comparable period in 2017. This decrease was mainly due to high raw material prices.

 

For 2018, we will continue to drive business growth. As raw material prices may be still at a high level, we will strive to balance our selling price and customer expectation carefully. At same time, we will seek to continuously improve our labor efficiency and improve material usage for better gross margin.

 

Investment in V-power

 

On February 28, 2018, the Company signed an investment agreement (the “Agreement”) with an aggregate amount of RMB4.9 million (approximately $0.8 million) for 49% of the equity interest of V-power. Pursuant to the terms of the Agreement, the Company shall complete the capital injection to V-power no later than December 31, 2018. V-power now focus on the development of electronic vehicle battery management systems (“EV BMS”) , in the future V-power will gradually extend the business to design and produce EV power modules, energy storage systems (“ESS”) and related products.

 

Critical Accounting Policies

 

See note 2 to the accompanying unaudited condensed consolidated financial statements for our critical accounting policies.

 

 

Results of Operations

 

The following table sets forth the unaudited consolidated statements of operations of the Company for the three months ended March 31, 2018 and 2017, both in US$ and as a percentage of net sales.

 

Consolidated Statements of Operations

 

(Dollars in Thousands, Except Per Share Amounts)		Three months ended March 31,
		2018								2017								Increased (decreased) %
		(Unaudited)								(Unaudited)
Net Sales			49,783				100.0	%			41,867				100.0	%			18.9	%
Cost of Sales			(42,217	)			(84.8	%)			(31,932	)			(76.3	%)			32.2	%
Gross profit			7,566				15.2	%			9,935				23.7	%			(23.8	%)
Research and development expenses			(2,562	)			(5.1	%)			(1,814	)			(4.3	%)			41.2	%
Selling and distribution expenses			(1,975	)			(4.0	%)			(1,638	)			(3.9	%)			20.6	%
General and administrative expenses			(4,115	)			(8.3	%)			(3,059	)			(7.3	%)			34.5	%
Foreign currency transaction loss			(1,015	)			(2.0	%)			(314	)			(0.8	%)			223.3	%
(Loss) income from operations			(2,101	)			(4.2	%)			3,110				7.4	%			(167.5	%)
Changes in fair value of warrant liability			-				0.0	%			(32	)			(0.1	%)			(100.0	%)
Changes in fair value of foreign currency derivatives			704				1.4	%			-				0.0	%			NA
Government grants			330				0.7	%			350				0.8	%			(5.6	%)
Other income			24				0.0	%			228				0.5	%			(89.7	%)
Equity in earnings of investee			156				0.3	%			147				0.4	%			6.3	%
Interest expenses			(242	)			(0.5	%)			(603	)			(1.5	%)			(59.9	%)
(Loss) income before taxes			(1,129	)			(2.3	%)			3,200				7.6	%			(135.3	%)
Income taxes benefit (expense)			10				0.0	%			(587	)			(1.4	%)			(101.6	%)
Net (loss) income			(1,119	)			(2.2	%)			2,613				6.2	%			(142.8	%)
Less: net income attributable to non-controlling interest			-				0.0	%			77				0.2	%			(100.0	%)
Net (loss) income attributable to the Company			(1,119	)			(2.2	%)			2,536				6.1	%			(144.1	%)
Diluted (loss) earnings per common stock attributable to the Company			(0.07	)							0.17

 

 

Net sales

 

Net sales for the three months ended March 31, 2018 were $49.8 million compared to $41.9 million for the comparable period in 2017, an increase of $7.9 million, or 18.9%. The increase was driven by our lithium business, which was partially offset by Ni-MH batteries and the impact of deconsolidation of GZ Highpower. Lithium business net sales increased by $9.1 million, or 33.1%, during the three months ended March 31, 2018, compared to the comparable period in 2017, which was due to the increase in the number of lithium batteries units sold. Ni-MH batteries and accessories net sales increased by $0.7 million, or 5.3%, during the three months ended March 31, 2018, compared to the comparable period in 2017, which was in line with the whole industry trend.

 

 

Gross profit

 

Gross profit for the three months ended March 31, 2018 was $7.6 million, or 15.2% of net sales, compared to $9.9 million, or 23.7% of net sales, for the comparable period in 2017. This decrease was mainly due to high raw material prices.

 

Research and development expenses

 

Research and development expenses were $2.6 million, or 5.1% of net sales, for the three months ended March 31, 2018, compared to $1.8 million, or 4.3% of net sales, for the comparable period in 2017. The Company will continue to invest on R&D activities in the future.

 

Selling and distribution expenses

 

Selling and distribution expenses were $2.0 million, or 4.0% of net sales, for the three months ended March 31, 2018, compared to $1.6 million, or 3.9% of net sales, for the comparable period in 2017. The percent of net sales remained stable.

 

General and administrative expenses

 

General and administrative expenses were $4.1 million, or 8.3% of net sales, for the three months ended March 31, 2018, compared to $3.1 million, or 7.3% of net sales, for the comparable period in 2017. The increase was mainly due to the increase of the provision for the incentive plan.

 

Foreign currency transaction loss

 

We experienced a loss of $1.0 million and $0.3 million for the three months ended March 31, 2018 and 2017, respectively, on the exchange rate difference between the US$ and the RMB.

 

The loss in exchange rate difference was due to the influence of the RMB relative to the US$ over the respective periods. We used the foreign currency derivative contracts to reduce the impact from the fluctuation on exchange rates.

 

Changes in fair value in foreign currency derivatives

 

We experienced a gain on derivative instruments of $0.7 million for the three months ended March 31, 2018.

 

Government grants

 

Government grants was $0.3 million for the three months ended March 31, 2018, compared to $0.4 million for the comparable period in 2017.

 

Other income

 

Other income was $23,561 for the three months ended March 31, 2018, compared to $0.2 million for the comparable period in 2017.

 

Equity in earnings of investee

 

Equity in earnings of an equity method investee from GZ Highpower was $0.2 million for the three months ended March 31, 2018, compared to $0.1 million from Yipeng for the comparable period in 2017.

 

Interest expenses

 

Interest expense was $0.2 million for the three months ended March 31, 2018, compared to interest expens of $0.6 million for the comparable period in 2017.

 

Income taxes benefit (expenses)

 

Income tax benefit was $9,679 for the three months ended March 31, 2018. We recorded provision for income tax expense of $0.6 million for the comparable period in 2017.

 

 

Net (loss) income

 

Net loss attributable to the Company for the three months ended March 31, 2018 was $1.1 million. Net income attributable to the Company (excluding net gain attributable to non-controlling interest) of $2.5 million for the comparable period in 2017, a decrease of $3.6 million, or 144.1%.

 

Reconciliation of Net Income to EBITDA

 

A table reconciling earnings before interest, income tax, depreciation and amortization (“EBITDA”), a non-GAAP financial measure, to the appropriate GAAP measure is included with the Company's financial information below. EBITDA was derived by taking earnings before interest expense (net), taxes, depreciation and amortization. The presentation of this additional information is not meant to be considered in isolation or as a substitute for results prepared in accordance with U.S. GAAP. The Company believes this non-GAAP measure is useful to investors as it provides a basis for evaluating the Company's operating results in the ordinary course of its operations. This non-GAAP measure is not based on any comprehensive set of accounting rules or principles. The Company believes that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with its results of operations as determined in accordance with U.S. GAAP and that these measures should only be used to evaluate the Company's results of operations in conjunction with, and not in lieu of, the corresponding GAAP measures.

 

		Three months ended March 31,
		2018				2017
		(Unaudited)				(Unaudited)
			$				$
Net (loss) income attributable to the Company			(1,118,936	)			2,535,649
Interest expense			241,852				603,317
Income taxes (benefit) expenses			(9,679	)			587,765
Depreciation and amortization			1,475,228				1,274,334
EBITDA			588,465				5,001,065

 

Key financial items excluding GZ Highpower

 

The Company deconsolidated GZ Highpower on December 21, 2017. Considered that the Company no longer presentes GZ Highpower’s and operations and comprehensive incomes upon deconsolidation, the table below shows the comparative figures of key financial items excluding the effect of GZ Highpower:

 

		Three months ended March, 31
		2018				2017
		(unaudited)				(unaudited)
		$				$
Sales:
Lithium Business			36,596,655				27,490,494
Ni-MH Batteries and Accessories			13,186,798				12,527,313
Sales to GZ Highpower			-				92,030
Net sales (excluding GZ Highpwer)			49,783,453				40,109,837
Gross profit (excluding GZ Highpwer)			7,566,327				9,327,039
Gross profit margin (excluding GZ Highpwer)			15.2	%			23.3	%
Net (loss) income:
Net (loss) income			(1,118,936	)			2,612,542
Less: Net income of GZ Highpower			-				256,308
Net (loss) income (excluding GZ Highpwer)			(1,118,936	)			2,356,234

 

 

Liquidity and Capital Resources

 

We had cash of approximately $18.9 million as of March 31, 2018, compared to $14.5 million as of December 31, 2017.

 

To provide liquidity and flexibility in funding our operations, we borrow funds under bank facilities and other external sources of financing. As of March 31, 2018, we had lines of credit with eight financial institutions aggregating $85.1 million. The maturities of these facilities vary from April 2018 to July 2019. The facilities are subject to regular review and approval. Certain of these bank facilities are guaranteed by our Chief Executive Officer, Mr. Dang Yu Pan, pledged by land use right and buildings, and contain customary affirmative and negative covenants for secured credit facilities of this type. Interest rates are generally based on the banks’ reference lending rates. No significant commitment fees are required to be paid for the bank facilities. As of March 31, 2018, we had utilized approximately $70.5 million under such general credit facilities and had available unused credit facilities of $14.6 million.

 

Net cash used in operating activities was approximately $5.5 million for the three months ended March 31, 2018, compared to net cash provided by operating activities of $1.1 million for the comparable period in 2017. The net cash increase of $6.6 million used in operating activities is primarily due to an increase of $7.2 million in cash outflow from inventories and an increase of $2.6 million in cash inflow from other payables and accrued liabilities.

 

Net cash used in investing activities was $1.9 million for the three months ended March 31, 2018, compared to net cash used in investing activities of $2.9 million for the comparable period in 2017. The net cash decrease of $1.0 million used in investing activities is primarily due to an decrease of $1.3 million in cash outflow from acquisition of property, plant and equipment.

 

Net cash provided by financing activities was $16.4 million for the three months ended March 31, 2018, compared to $15.4 million for the comparable period in 2017. The net increase of $1.0 million in net cash provided by financing activities was primarily attributable to an increase of $13.4 million in cash outflow from repayment of notes payable and an increase of $11.5 million in cash inflow from proceeds from short-term bank loans.

 

Our inventory turnover was 3.4 times and 5.3 times for the three months ended March 31, 2018 and 2017, respectively. The average days outstanding of our accounts receivable was 103 days at March 31, 2018, compared to 77 days at December 31, 2017. The lower inventory turnover was mainly due to the our reserve on main raw material because of the high raw material price.

 

We believe that available cash and unused credit facilities should enable the Company to meet presently anticipated cash needs for at least the next 12 months after the date that the financial statements are issued.

 

Recent Accounting Standards

 

Please refer to Note 2 (Recently issued accounting standards).

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not required for a smaller reporting company.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

(a) Evaluation of disclosure controls and procedures

 

Disclosure controls and procedures are controls and other procedures that are designed and adopted by management to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is properly recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that all necessary information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

 

As of the end of the period covered by this Quarterly Report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

 

(b) Changes in Internal Control over Financial Reporting

 

There were no significant changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2018, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

Part II. Other Information

 

Item 1. Legal Proceedings

 

On January 19, 2018, the Company and FirsTrust engaged in a court-sponsored mediation and on April 6, 2018, they entered into a Settlement and Mutual Release Agreement pursuant to which they provided mutual releases, agreed to dismiss the actions and Highpower agreed to pay to FirsTrust $450,000. The settlement amount is being paid in two installments. The first installment of $212,500 was paid in the form of 50,000 shares of common stock that were issued on April 9, 2018 and the second installment of $237,500 will be paid on July 19, 2018 in cash or shares of common stock, at the Company’s discretion. The number of shares to be issued for the second installment, if applicable, will be based on the closing price of the common stock listed on Nasdaq on July 16, 2018.

 

Item 1A. Risk Factors

 

Any investment in our common stock involves a high degree of risk. Investors should carefully consider the risks described herein and in our Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC on April 4, 2018 and all of the information contained in our public filings before deciding whether to purchase our common stock. Other than as set forth below, there have been no material revisions to the “Risk Factors” as set forth in our Annual Report on Form 10-K.

 

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Default Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

 

Item 5. Other Information

 

Working capital loan contract between SZ Highpower and Industrial and Commercial Bank of China Ltd. Shenzhen Henggang Sub-branch

Working capital loan contract between SZ Springpower and Industrial and Commercial Bank of China Ltd. Shenzhen Henggang Sub-branch

 

On March 19, 2018, SZ Highpower entered into a working capital loan contract with Industrial and Commercial Bank of China Ltd., Shenzhen Henggang Sub-branch providing for an aggregate loan of RMB10,000,000 ($1,593,270) to be used as current funds for production and operations. SZ Highpower must withdraw the facility before June 15, 2018, after which time the bank may cancel all or part of the facility. The term of the loan is 12 months from the first withdrawal date. The interest rate is 5.633%, which equals to the one year benchmarked by interbank rates, float 31%.The loan is guaranteed by HK HTC, SZ Springpower and our Chief Executive Officer, Dang Yu Pan. The balance of loan was $1,593,270 as of March 31, 2018.

 

On January 23, 2018, SZ Springpower entered into a working capital loan contract with Industrial and Commercial Bank of China Ltd., Shenzhen Henggang Sub-branch providing for an aggregate loan of RMB10,000,000 ($1,593,270) to be used as current funds for production and operations. SZ Springpower must withdraw the facility before January 11, 2019, after which time the bank may cancel all or part of the facility. The term of the loan is 12 months from the first withdrawal date. The interest rate is 5.22%, which equals to the one year benchmarked by interbank rates, plus 0.92%.The loan is guaranteed by HK HTC, HZ HTC, and our Chief Executive Officer, Dang Yu Pan. The Company’s building in Shenzhen also serves as collateral for the loan. The balance of loan was $1,593,270 as of March 31, 2018.

 

The following constitute events of default under the loan contracts: the borrower failure to repay principal, interest, and other payables in accordance with the provisions specified in this contract; or failure to fulfill any other obligations in this contract, or contrary to the statements, guarantee and commitments in this contract; the guarantees in this contract have adversely changed to the Lender’s loan, and the borrower is not available to provide other guarantees approved by the lender failure to pay off any other debts due by the borrower, or failure to fulfill or breach other obligations in this contract, or likely to affect the performance of the obligations in this contract; the financial performance of the profitability, debt payment ability, operating capacity and cash flow of the Borrower exceed the agreed standards, or deterioration has been or may affect the obligations in this contract; the borrower’s ownership structure, operation, external investment has changed adversely, which have affected or may affect the fulfillment of the obligations in this contract; the borrower involves or may involve significant economic disputes, litigation, arbitration, or asset seizure, detention or enforcement, or judicial or administrative authorities for investigation or take disciplinary measures in accordance with the laws, or illegal with relevant state regulations or policies in accordance with the laws, or exposure by media, which have affected or may affect the fulfillment of the obligations in this contract; the borrower’s principal individual investors, key management officer’s change, disappearances or restriction of personal liberty, likely to affect the performance of the obligations in this contract; using false contracts with related parties, using no actual transaction to extract the lender’s funds or credit, or evasion of lender’s loan right through related party transactions; having been or may be out of business, dissolution, liquidation, business reorganizations, business license has been revoked or bankruptcy; breaches food safety, production safety, environmental protection and other environmental and social risk management related laws and regulations, regulatory requirements or industry standards, resulting in accidents, major environmental and social risk events, likely to affect the performance of the obligations in this contract; in this contract, the borrower's credit rating, level of profitability, asset-liability ratio, net cash flow of operating and other indicators do not meet the credit conditions of the lender; or without the lender’s written contract, pledges guarantee or provides assurance guarantees to other party, likely to affect the performance of the obligations in this contract; other adverse situations may affect in the realization of loan right in this contract.

 

Upon the occurrence of an event of default, the bank may: request the borrower rectify the event of default within a specified time period; cancel or terminate the borrower’s the unused portion of the credit line and other financing arrangements in whole or in part; declare all amounts outstanding under the contract immediately due and payable; require the borrower to compensate the bank for losses it incurs as a result of the event of default; or other measures permitted under applicable law or other necessary measures.

 

Working Capital Loan Contract between SZ Highpower and Bank of China, Buji Sub-branch

Working Capital loan contract between SZ Springpower and Bank of China, Buji Sub-branch

 

On January 24, 2018, SZ Highpower entered into a working capital loan contract with Bank of China, Buji Sub-branch providing for an aggregate loan of RMB10,000,000 ($1,593,270) to be used by SZ Highpower to purchase raw materials. The term of the loan is 11 months from the first withdrawal date. SZ Highpower must withdraw the facility in 30 days from February 1, 2018, after which time the bank may cancel all or part of the facility. The interest rate will equal the one year benchmarked by interbank rates, plus 1.79%. The loan is guaranteed by SZ Springpower and our Chief Executive Officer, Dang Yu Pan. The Company’s real estate properties and land use rights in Huizhou also serve as collateral for the loan. The balance of loan was $1,593,270 as of March 31, 2018.

 

 

On March 15, 2018, SZ Highpower entered into a working capital loan contract with Bank of China, Buji Sub-branch providing for an aggregate loan of RMB30,000,000 ($4,779,810) to be used by SZ Highpower to purchase raw materials. The term of the loan is 296 days from the first withdrawal date. SZ Highpower must withdraw the facility in 30 days from March 20, 2018, after which time the bank may cancel all or part of the facility. The interest rate will equal the one year benchmarked by interbank rates, plus 1.79%. The loan is guaranteed by SZ Springpower and our Chief Executive Officer, Dang Yu Pan. The Company’s real estate properties and land use rights in Huizhou also serve as collateral for the loan. The balance of loan was $4,779,810 as of March 31, 2018.

 

On March 7, 2018, SZ Springpower entered into a working capital loan contract with Bank of China, Buji Sub-branch providing for an aggregate loan of RMB20,000,000 ($3,186,540) to be used by SZ Springpower to purchase raw materials. The term of the loan is 10 months from the first withdrawal date. SZ Highpower must withdraw the facility in 30 days from March 8, 2018, after which time the bank may cancel all or part of the facility. The interest rate will equal the one year benchmarked by interbank rates, plus 1.79%. The loan is guaranteed by SZ Highpower, HZ HTC and our Chief Executive Officer, Dang Yu Pan. The balance of loan was $3,186,540 as of March 31, 2018.

 

The following constitute events of default under the loan contracts: failure to comply with repayment obligations under the agreement or any affiliated credit lines contract; failure to use borrowed funds according to the specified purposes; any statement made by the borrower in the agreement is untrue or in violation of any commitments in the loan agreement or affiliated loan contracts; failure to provide an additional guarantor as required by the loan agreement; significant business difficulties or risks, deteriorated financial losses or losses of assets, or other financial crisis; breach of covenants in other credit agreements with the bank or affiliated institutions of the bank; any guarantor breaches a contract or defaults under any agreement with the bank or affiliated institutions of the bank; termination of its business or engagement due to any wind-up, cancellation or bankruptcy issues; involvement or potential involvement in significant economic disputes, litigation, arbitration or assets seizure or confiscation, or its involvement in other judicial proceedings or administrative punishment proceedings that have affected or may affect its capacity to perform its obligations under the affiliated specific credit line contract; an abnormal change in any major individual investor or key management member of the borrower or such a person or entity’s becoming subject to investigation or restriction by the judiciary, which have or may affect the borrower’s performance of obligation under affiliated specific credit line contract; Bank of China’s discovery of any situation that may affect the financial position or performance capacities of the borrower or a guarantor after the bank’s annual review of the borrower’s financial position and performance; failure to provide the relevant documentation acceptable to Bank of China about the inflows and outflows of large-sum and abnormal capital in capital recovery account; or being in violation of other rights and obligations under the affiliated specific credit line contract.

 

Upon the occurrence of an event of default, the bank may: request the borrower or any guarantor to rectify the event of default within a specified time period; reduce, temporarily suspend or permanently terminate the borrower’s credit limit in whole or in part; temporarily suspend or permanently terminate in part or in whole the borrower’s application for specific credit line under the agreement; announce the immediate expiration of all the credit lines granted under the affiliated specific credit line contract as well as other contracts; terminate or release the contract, terminate or release in part or in whole any of the affiliated specific credit line contract as well as the other contracts executed between the borrower and the bank; require compensation from the borrower on the losses thereafter caused; hold the borrower’s deposit account at the bank in custody for repayment of amounts due under the contract; exercise the real rights for security; request repayment from a guarantor; or take any other procedures deemed necessary by the bank.

 

Comprehensive Credit Contract between SZ Highpower and China Everbright Bank Co., Ltd., Shenzhen Branch

Comprehensive Credit Contract between SZ Springpower and China Everbright Bank Co., Ltd., Shenzhen Branch

 

On January 24, 2018, each of SZ Highpower and SZ Springpower entered into a comprehensive credit line contract with China Everbright Bank Co., Ltd., Shenzhen Branch. SZ Highpower’s loan agreement provides for a revolving line of credit of up to RMB20,000,000 ($3,186,540) and SZ Springpower’s loan agreement provides for a revolving line of credit of up to RMB30,000,000 ($4,779,810). Each Company may issue bank acceptance, from time to time as needed, but must make a specific drawdown application on or before January 23, 2019, after which time the bank may cancel all or part of the facilities. SZ Highpower’s loan is guaranteed by SZ Springpower, HZ HTC, ICON and our Chief Executive Officer, Dang Yu Pan and his wife. SZ Springpower’s loan is guaranteed bySZ Highpower, HZ HTC and ICON and our Chief Executive Officer, Dang Yu Pan and his wife. The used facility of SZ Highpower and SZ Springpower was $3,186,540 and $4,779,810 as of March 31, 2018 which was used for bank acceptance.

 

 

The following constitute events of default under the loan contracts: a significant monetary policy change in the PRC; a severe financial risk occurs or is likely to occur in borrower’s location; a significant change in borrower’s business market; the borrower has experienced or will encounter major operational difficulties or risks; a significant change in borrower’s corporate structure, such as a merger, acquisition, reorganization, separation, amalgamation or termination, which the bank believes might affect its ability to collect on the loan; the borrower’s refusal to accept the bank’s supervision and inspection of the use of loan funds and borrower’s operational and financial activities; borrower’s change in the use of the loan proceeds without the prior consent of the bank, or misappropriation of loan funds, or engagement in illegal or irregular transactions; the borrower’s providing of false materials or withholding of important financial or operational facts; the borrower’s transfer of assets, retrieval of capital, denial of indebtedness; the borrower’s being considered a “group account” according to the “Commercial Bank Group Guidelines for Customer Credit Risk Management Business,” or other relevant laws and regulations through related party transactions; the borrower’s violation of the contractual commitments stipulated in the contract; a guarantor is in critical shortage of working capital or encounters a major operational difficulty, which negatively affects the guarantor’s ability to guaranty the loan; any pledged object is damaged or lost, which jeopardizes the security and rights of the bank; the emergence of any other circumstance that the bank determines may affect the bank’s ability to collect on the loan or harm the bank’s rights and benefits; the borrower’s failure to perform any obligations in a specific business contract.

 

Upon the occurrence of an event of default, the bank may: adjust the maximum amount of the line of credit, any specific line of credit and the effective period for credit extension and/or cancel the comprehensive contract, terminate the unused portion of the credit line.

 

Basic Credit Line Contract Between SZ Springpower and Industrial Bank Co., Ltd., Shenzhen Longgang Branch.

 

On March 15, 2018, SZ Springpower entered into a basic credit line contract with Industrial Bank Co., Ltd., Shenzhen Longgang Branch, which provides for a revolving line of credit of up to RMB40,000,000 ($6,373,080). SZ Springpower may issue bank acceptance from time to time as needed on or before March 15, 2019. The loan is guaranteed by SZ Highpower and our Chief Executive Officer, Dang Yu Pan. The used facility was $5,006,054 as of March 31, 2018 which was used for bank acceptance.

 

The following constitute events of default under the loan contract: any information provided by or representation or warranty made by SZ Springpower proves to have been untrue, inaccurate, incomplete or misleading; a deterioration or obvious weakening of SZ Springpower’s credit standing or ability to repay the loan; a cross default under certain agreements involving SZ Springpower or a guarantor, or their affiliated related parties; SZ Springpower’s violation of any obligations in an affiliated specific credit line contract; SZ Springpower’s failure to timely repay the principal, interest and fees under the contract and any specific contract; SZ Springpower’s suspension of payment, or failure or indication that it is unable to repay, the debt due; SZ Springpower’s termination of its business, liquidation, bankruptcy, dissolution, or revocation or cancellation of it business permit ; SZ Springpower’s involvement in a major business dispute or deteriorated financial situation; or the emergence of any other situation that endanger, damage, or may endanger, damage the bank’s rights and benefits.

 

Upon the occurrence of an event of default, the bank may: temporarily suspend or permanently terminate SZ Springpower’s credit limit in whole or in part; announce the immediate expiration of all or part of the debts under the contract; terminate the contract and declare all amounts outstanding under the contract immediately due and payable; request overdue interest from SZ Springpower caused by the default; request penalty interest; or request compensation in full from SZ Springpower for the breach.

 

 

Item 6. Exhibits

 

Exhibit Number		Description of Document
10.1		Working Capital Loan Contract dated March 19, 2018, between Shenzhen Highpower Technology Co., Ltd and Industrial and Commercial Bank of China Ltd. Shenzhen Henggang Branch (translated to English).
10.2		Working Capital Loan Contract dated January 23, 2018, between Springpower Technology (Shenzhen) Co., Ltd. and Industrial and Commercial Bank of China Ltd. Shenzhen Henggang Branch (translated to English).
10.3		Working Capital Loan Contract dated January 24, 2018, between Shenzhen Highpower Technology Co., Ltd and Bank of China, Buji Sub-branch (translated to English).
10.4		Working Capital Loan Contract dated March 15, 2018, between Shenzhen Highpower Technology Co., Ltd and Bank of China, Buji Sub-branch (translated to English).
10.5		Working Capital Loan Contract dated March 7, 2018, between Springpower Technology (Shenzhen) Co., Ltd. and Bank of China, Buji Sub-branch (translated to English).
10.6		Comprehensive Credit Contract dated January 24, 2018, between Shenzhen Highpower Technology Co., Ltd and China Everbright Bank Shenzhen branch (translated to English).
10.6(a)		Guaranteed Maximum Contract dated January 24, 2018, between Springpower Technology (Shenzhen) Co., Ltd.  and China Everbright Bank Co., Ltd, Shenzhen Branch (translated to English).
10.6(b)		Guaranteed Maximum Contract dated January 24, 2018, between Huizhou Highpower Technology Co., Ltd and China Everbright Bank Co., Ltd, Shenzhen Branch (translated to English).
10.6(c)		Guaranteed Maximum Contract dated January 24, 2018, between Icon Energy systems (Shenzhen) Co., Ltd. and China Everbright Bank Co., Ltd, Shenzhen Branch (translated to English).
10.6(d)		Guaranteed Maximum Contract dated January 24, 2018, between Pan Dangyu and China Everbright Bank Co., Ltd, Shenzhen Branch (translated to English).
10.6(e)		Guaranteed Maximum Contract dated January 24, 2018, between Yin Zhoutao and China Everbright Bank Co., Ltd, Shenzhen Branch (translated to English).
10.7		Comprehensive Credit Contract dated January 24, 2018, between Springpower Technology (Shenzhen) Co., Ltd  and China Everbright Bank Shenzhen branch (translated to English).
10.7(a)		Guaranteed Maximum Contract dated January 24, 2018, between Shenzhen Highpower Technology Co., Ltd. and China Everbright Bank Co., Ltd, Shenzhen Branch (translated to English).
10.7(b)		Guaranteed Maximum Contract dated January 24, 2018, between Huizhou Highpower Technology Co., Ltd and China Everbright Bank Co., Ltd, Shenzhen Branch (translated to English).
10.7(c)		Guaranteed Maximum Contract dated January 24, 2018, between Icon Energy systems (Shenzhen) Co., Ltd. and China Everbright Bank Co., Ltd, Shenzhen Branch (translated to English).
10.7(d)		Guaranteed Maximum Contract dated January 24, 2018, between Pan Dangyu and China Everbright Bank Co., Ltd, Shenzhen Branch (translated to English).
10.7(e)		Guaranteed Maximum Contract dated January 24, 2018, between Yin Zhoutao and China Everbright Bank Co., Ltd, Shenzhen Branch (translated to English).
10.8		Basic Credit Line Contract dated March 15, 2018, between Springpower Technology (Shenzhen) Co., Ltd. and Industrial Bank Co., Ltd., Shenzhen Longgang Branch (translated to English).
10.8(a)		Maximum Amount Guaranty Contract dated March 15, 2018, between Shenzhen Highpower Technology Co., Ltd. and Industrial Bank Co., Ltd., Shenzhen Longgang Branch (translated to English).
10.8(b)		Maximum Amount Guaranty Contract dated March 15, 2018, between Dangyu Pan and Industrial Bank Co., Ltd., Shenzhen Longgang Branch (translated to English).
31.1		Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

 

*

This exhibit shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

 

 

HIGHPOWER INTERNATIONAL, INC.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Highpower International, Inc.
Dated: May 11, 2018	By:	/s/ Dang Yu Pan
		Dang Yu Pan
	Its:	Chairman of the Board and Chief Executive Officer (principal executive officer and duly authorized officer)
	By:	/s/ Sunny Pan
		Sunny Pan
	Its:	Chief Financial Officer (principal financial and accounting officer)