HONG KONG HIGHPOWER TECHNOLOGY, INC.

Transcription

1 HONG KONG HIGHPOWER TECHNOLOGY, INC. FORM S-1MEF (Registration of Additional Securities (up to 20%)) Filed 06/20/08 Telephone CIK Symbol HPJ SIC Code Miscellaneous Electrical Machinery, Equipment, Fiscal Year 12/31 Copyright 2008, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 As Filed with the Securities and Exchange Commission on June 20, 2008 Registration No SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 HONG KONG HIGHPOWER TECHNOLOGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 3690 (State or other jurisdiction of (Primary Standard Industrial incorporation or organization) Classification Number) Building A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang, Shenzhen, Guangdong, People s Republic of China (86) (Address, including zip code, and telephone number, including area code, of Registrant s principal executive offices) Dang Yu Pan Building A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang, Shenzhen, Guangdong, People s Republic of China (86) (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to Thomas J. Poletti, Esq. Katherine J. Blair Esq. Kirkpatrick & Lockhart Preston Gates Ellis LLP Santa Monica Blvd., 7th Floor Los Angeles, California Telephone (310) Facsimile (310) Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement (I.R.S. Employer Identification Number) If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same

3 offering. Registration No If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.

4 Title of Each Class of Securities to be Registered Common Stock, $ par value per share... Amount to be Registered (1) CALCULATION OF REGISTRATION FEE Proposed Maximum Price per Share Proposed Maximum Aggregate Offering Price (2) Amount of Registration Fee (3) 57,500 $3.25 $186,875 $7.34 (1) Includes 7,500 shares of common stock for which the underwriters have the option to purchase to cover over-allotments, if any. (2) Based on the offering price for the shares of common stock offered hereby. (3) Calculated under Rule 457(o) of the Securities Act of The registrant has an unused filing fee balance of $ (see Registration Statement No ). Accordingly, the full amount of the registration fee currently due for the Registration Statement has been offset against such credit balance. This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

5 EXPLANATION AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the "Commission") by Hong Kong Highpower Technology, Inc., a Delaware corporation (the "Company"), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement incorporates by reference the contents of the Company's Registration Statement on Form S-1 (Registration No ), which was declared effective by the Commission on June 19, PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS All exhibits filed with or incorporated by reference in Registration Statement No are incorporated by reference into, and shall be deemed part of, this registration statement, except the following which are filed herewith: Exhibit Number Document 5.1 Opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP 23.1 Consent of Dominic K. F. Chan & Co., Certified Public Accountants 23.2 Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP (contained in Exhibit 5.1) 24.1* Power of Attorney * Incorporated by reference to Registration Statement on Form S-1 (file no ).

6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on June 20, Hong Kong Highpower Technology, Inc. By: /s/ Dang Yu Pan Dang Yu Pan Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated: SIGNATURE TITLE DATE /s/ Dang Yu Pan Dang Yu Pan Chief Executive Officer and Chairman of the Board (Principal Executive Officer) June 20, 2008 /s/ Yu Zhi Qiu Yu Zhi Qiu Chief Financial Officer (Principal Financial and Accounting Officer) June 20, 2008 * Director June 20, 2008 Wen Liang Li * Director June 20, 2008 Xinhai Li * Chao Li Director June 20, 2008 * Director June 20, 2008 Ping Li * /s/ Dang Yu Pan Dang Yu Pan, as attorney in fact

7 INDEX TO EXHIBITS Exhibit Number Document 5.1 Opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP 23.1 Consent of Dominic K. F. Chan & Co., Certified Public Accountants 23.2 Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP (contained in Exhibit 5.1) 24.1* Power of Attorney * Incorporated by reference to Registration Statement on Form S-1 (file no ).

8 [LETTERHEAD OF KIRKPATRICK & LOCKHART PRESTON GATES ELLIS LLP] June 20, 2008 Hong Kong Highpower Technology, Inc. Building A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang, Shenzhen, Guangdong, People s Republic of China Attention: Dang Yu Pan Re: Registration Statement on Form S-1 Registration for Sale of 57,500 Shares of Common Stock Ladies and Gentlemen: We have acted as counsel for Hong Kong Highpower Technology, Inc, a Delaware corporation (the Company ), in connection with the Company s registration statement on Form S-1, filed under Rule 462(b) (the 462(b) Registration Statement ) with the Securities and Exchange Commission (the " Commission ") pursuant to the Securities Act of 1933, as amended (the " Securities Act "). The 462(b) Registration Statement incorporates by reference the contents of the Company s Registration Statement on Form S-1 (File No ), which, we have been advised orally by a member of the staff of the Commission, was declared effective by the Commission on June 19, 2008 (the Earlier Registration Statement ). The 462(b) Registration Statement covers the underwritten public offering by the Company of up to 57,500 shares of the Company s Common Stock (the " Additional Shares "), par value $ per share (the " Common Stock "), including up to 7,500 shares of Common Stock which may be offered to cover over-allotments, if any. The Additional Shares are the same class of securities as the shares included in the Earlier Registration Statement and are being registered under the 462(b) Registration Statement for the same offering. As used in this opinion letter the term IPO Prospectus refers to the IPO Prospectus as defined in the Earlier Registration Statement in the form first filed with the Commission following the Effective Time pursuant to Rule 424(b) of the rules and regulations under the Securities Act and the term Effective Time means the date and the time as of which the Earlier Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission. You have requested our opinion as to the matters set forth below in connection with the Registration Statement. For purposes of this opinion, we have examined the Earlier Registration Statement, the 462(b) Registration Statement, the Company s Certificate of Incorporation and Bylaws, each as amended to date, and the corporate action of the Company that provides for the issuance of the Additional Shares. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on a Fact Certificate from an officer of the Company.

9 Hong Kong Highpower Technology, Inc. June 20, 2008 Page 2 We have made assumptions that are customary in opinions of this kind, including the assumptions of the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have not verified any of those assumptions. Our opinion set forth below is limited to the Delaware General Corporation Law (the DGCL ). We are not licensed to practice law in the State of Delaware and, accordingly, our opinions as to the DGCL are based solely on a review of the official statutes of the State of Delaware and the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such statutes and provisions. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of any other laws, the laws of any other jurisdiction or the local laws of any jurisdiction. Based upon and subject to the foregoing, it is our opinion that the 57,500 Additional Shares have been duly authorized and when issued and paid for as described in the Registration Statement, will be, validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the related IPO Prospectus. In giving our consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder. Yours truly, /s/ KIRKPATRICK & LOCKHART PRESTON GATES ELLIS LLP KIRKPATRICK & LOCKHART PRESTON GATES ELLIS LLP

10 Exhibit 23.1 Consent of Independent Registered Public Accounting Firm Permitting Hong Kong Highpower Technology, Inc. to Use and Attach our Audit Report in any filings required by the SEC We hereby consent to your disclosure our audit report dated March 17, 2008 except as to Note 20, as to which the date is May 30, 2008 on the financial statements of Hong Kong Highpower Technology Inc. as of and for the years ended December 31, 2005, 2006 and 2007, in the registration document of Hong Kong Highpower Technology, Inc. on Form S-1. For the purpose of the aforesaid Registration Statement, we also consent to the reference of our firm as "Experts" under the Experts caption, which, insofar as applicable to our firm means accounting experts. HONG KONG, June 20, 2008 /s/ Dominic K. F. Chan & Co. Dominic K. F. Chan & Co. Certified Public Accountants