UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act
of 1934
(Amendment No. 1)*
HIGHPOWER INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $.0001 par value per
share
(Title of Class of Securities)
43113X 101
CUSIP
Dang Yu Pan
Building A1, Luoshan Indistrial
Zone
Shanxia, Pinghu, Longgang
Shenzhen, Guangdong, 518111
People’s Republic of China
(86) 755-89686238
(Name, Address and Telephone
Number of Person
Authorized to Receive Notices and Communications)
(Copy to)
Katherine J. Blair, Esq.
K&L Gates LLP
10100 Santa Monica Blvd., 7th Floor
Los Angeles, CA 90067
Telephone (310) 552-5000
Facsimile (310) 552-5001
January 9, 2012
(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 sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
q
Note
: Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See section 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 disclosures provided in a prior cover page.
The information required on 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).
CUSIP No.
43113X 101
|
1. Names of
reporting persons. I.R.S. Identification Nos. of above persons (entities only).
Dang Yu Pan
|
2. Check the
Appropriate Box if a Member of a Group (See Instructions)
(A)
q
(B)
q
|
3. SEC Use Only
|
4. Source
of Funds (See Instructions)
OO
|
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
q
|
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
|
2,932,073 (1)
|
8. Shared Voting Power
|
|
9. Sole Dispositive Power
|
2,932,073 (1)
|
10. Shared Dispositive Power
|
|
11. Aggregate
Amount Beneficially Owned by Each Reporting Person
2,932,073*
|
12. Check if the
Aggregate Amount In Row 11 Excludes Certain Shares (See Instructions)
q
|
13. Percent of Class
Represented by Amount in Row 11
21.6%(2)
|
14. Type of Reporting
Person (See Instructions)
IN
|
*
The Issuer effected a 5-for-8 reverse stock split on June 19, 2008. All share amounts in this Schedule 13D/A have been adjusted
to reflect such reverse stock split.
(1)
Includes 269,959 shares held by a company that is 100% owned by Mr. Pan.
(2)
Based on 13,582,106
shares of Common Stock outstanding as of January 9, 2012.
EXPLANATORY NOTE
This Amendment No. 1, dated January 9, 2012, to Schedule 13D
is filed by Dang Yu Pan (“Reporting Person”), and amends that certain Schedule 13D as previously filed by the Reporting
Person with the Securities and Exchange Commission on November 13, 2007 (the “Schedule 13D”) relating to the common
stock (“Common Stock”), $0.0001 par value per share, of Highpower International, Inc. (the “Issuer”), a
Delaware corporation. This Amendment No. 1 is being filed to reflect a decrease in the number and percentage of shares of common
stock of the Issuer held by the Reporting Person due to (a) the Reporting Person’s gift of 750,000 shares on January 9, 2011;
(b) the transfer by gift of 100,000 shares held by Advance Pride International Limited, a company 100% owned by the Reporting Person,
on November 8, 2010; and (c) the termination of the Reporting Person’s voting power and rights to acquire ownership over
1,387,356 shares of the Issuer’s common stock owned by other stockholders of the Issuer pursuant to a loan agreement by and
among the Reporting Person and such other stockholders.
Unless specifically amended hereby, the disclosures set forth in
the Schedule 13D shall remain unchanged. Capitalized terms used but not defined herein shall have the meanings set forth in the
Schedule 13D.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
Item 5. Interest in Securities of
the Issuer
(a) The Reporting Person beneficially
owns an aggregate of 2,932,073
shares of Common Stock, representing 21.6%
of the outstanding shares of Common Stock. The amounts of Common Stock owned by the Reporting Person disclosed in this Amendment
No. 1 to Schedule 13D give effect to the 5-for-8 reverse stock split that became effective on June 19, 2008. The percentages used
herein and in the rest of Item 5 are calculated based upon 13,582,106 shares of Common Stock issued and outstanding as of January
9, 2012.
(b) The powers that the Reporting Person has relative to the
shares discussed herein may be found in rows 7 through 10 of the Cover Page relating to the Reporting Person, which is hereby incorporated
by reference.
(c) The following transaction in the shares of the Issuer’s
Common Stock were effected during the last 60 days:
On January 9, 2012, the Reporting Person made a bona fide gift of
750,000 shares of Common Stock to a third-party.
(d) None.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2012
/s/ Dan Yu Pan
Dang Yu Pan
Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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